Business Combination Disclosure [Text Block] | 15. Sexton acquisition General terms and effects On August 9, 2021, On September 1, 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 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 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 December 31, 2021 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 $28.5 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 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 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 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 December 31, 2021 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 In July 2022, June 30, 2022 8 Goodwill and intangible assets 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 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 Three Months Nine Months 2021 2021 (In thousands) (unaudited) (unaudited) Total revenue $ 34,524 $ 85,189 Net (loss) income $ (685 ) $ 4,612 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 Three Months Nine Months 2021 2021 (In thousands) (unaudited) (unaudited) Total revenue $ 33,800 $ 106,427 Net (loss) income $ 79 $ (1,939 ) |