Business Combination Disclosure [Text Block] | 3. Sexton acquisition General terms and effects On August 9, 2021, On September 1, 2021, three nine September 30, 2021. 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 Fair value of net assets acquired As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may not 12 September 30, 2021 Under the acquisition method of accounting, the assets acquired and liabilities assumed from Sexton were estimated as of the merger date, at their respective fair values, and consolidated with those of BioLife. The estimated fair value of the net tangible assets acquired is approximately $4.1 million, the estimated fair value of the deferred tax liability acquired is approximately $1.3 million, the estimated fair value of the intangible assets acquired is approximately $8.8 million, and the estimated residual goodwill is approximately $28.3 million. 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 The table below represents the estimated 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 28,273 Accounts payable (291 ) Lease liabilities, operating (470 ) Deferred tax liability (1,284 ) Other liabilities (317 ) Fair value of net assets acquired $ 39,928 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 three three not 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 Acquired goodwill The goodwill of $28.3 not Global Cooling acquisition General terms and effects On March 19, 2021, On May 3, 2021, 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 805, not 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 Escrow shares At the GCI Closing, approximately nine The GCI Escrow Property will be held for a period of up to twenty-four Fair value of net assets acquired As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may not 12 September 30, 2021 may Under the acquisition method of accounting, the assets acquired and liabilities assumed from Global Cooling were estimated as of the merger date, at their respective fair values, and consolidated with those of BioLife. The estimated fair value of the net tangible assets acquired is approximately $740,000, the estimated fair value of the deferred tax liability acquired is approximately $23.5 million, the estimated fair value of the intangible assets acquired is approximately $120.5 million, and the estimated residual goodwill is approximately $137.2 million. 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 The table below represents the estimated 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 137,215 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 (23,526 ) Other liabilities (7,464 ) Fair value of net assets acquired $ 234,909 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 three three not 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 Acquired goodwill The goodwill of $137.2 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 The Company recorded revenue from Sexton of $425,000 and a net loss of $227,000 from September 1, 2021, September 30, 2021. May 3, 2021, September 30, 2021. The following unaudited pro forma financial information presents the combined results of operations of Sexton as if the acquisition had occurred on January 1, 2020 Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 (unaudited) 2020 (unaudited) 2021 (unaudited) 2020 (unaudited) Total revenue $ 34,524 $ 11,697 $ 85,189 $ 34,707 Net (loss) income $ (685 ) $ (1,850 ) $ 4,612 $ 2,056 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, 2020 Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 (unaudited) 2020 (unaudited) 2021 (unaudited) 2020 (unaudited) Total revenue $ 33,800 $ 21,204 $ 106,427 $ 58,056 Net income (loss) $ 79 $ (3,393 ) $ (1,939 ) $ 4,912 |