Cover
Cover - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-36362 | ||
Entity Registrant Name | BioLife Solutions, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 94-3076866 | ||
Entity Address, Address Line One | 3303 Monte Villa Parkway, Suite 310 | ||
Entity Address, City or Town | Bothell | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98021 | ||
City Area Code | 425 | ||
Local Phone Number | 402-1400 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | BLFS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 774 | ||
Entity Common Stock, Shares Outstanding | 45.3 | ||
Entity Central Index Key | 0000834365 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Auditor Information [Abstract] | ||
Auditor Name | GRANT THORNTON LLP | BDO USA, LLP |
Auditor Location | Bellevue, Washington | Seattle, Washington |
Auditor Firm ID | 248 | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 35,407 | $ 19,442 |
Restricted cash | 31 | 31 |
Available-for-sale securities, current portion | 16,288 | 43,260 |
Accounts receivable, trade, net of allowance for credit losses of $1,710 and $739 as of December 31, 2023 and December 31, 2022, respectively | 18,657 | 33,936 |
Inventories | 43,456 | 34,904 |
Prepaid expenses and other current assets | 6,765 | 6,879 |
Total current assets | 120,604 | 138,452 |
Assets held for rent, net | 7,713 | 9,064 |
Property and equipment, net | 21,077 | 23,638 |
Operating lease right-of-use assets, net | 11,446 | 15,292 |
Financing lease right-of-use assets, net | 94 | 272 |
Long-term deposits and other assets | 273 | 281 |
Available-for-sale securities, long term | 548 | 1,332 |
Equity Investments | 5,069 | 5,069 |
Intangible assets, net | 21,149 | 32,088 |
Goodwill | 224,741 | 224,741 |
Total assets | 412,714 | 450,229 |
Current liabilities: | ||
Accounts payable | 6,940 | 15,367 |
Accrued expenses and other current liabilities | 11,932 | 9,782 |
Sales taxes payable | 5,442 | 4,151 |
Warranty liability | 7,858 | 8,312 |
Lease liabilities, operating, current portion | 2,797 | 2,860 |
Lease liabilities, financing, current portion | 376 | 158 |
Debt, current portion | 6,833 | 1,814 |
Contingent consideration, current portion | 0 | 2,138 |
Total current liabilities | 42,178 | 44,582 |
Contingent consideration, long-term | 0 | 2,318 |
Lease liabilities, operating, long-term | 13,205 | 14,962 |
Lease liabilities, financing, long-term | 1,169 | 126 |
Debt, long-term | 18,311 | 23,793 |
Deferred tax liabilities | 188 | 250 |
Other long-term liabilities | 0 | 10 |
Total liabilities | 75,051 | 86,041 |
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 December 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized, 45,167,225 and 42,832,231 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 45 | 43 |
Additional paid-in capital | 651,305 | 611,739 |
Accumulated other comprehensive loss, net of taxes | (345) | (679) |
Accumulated deficit | (313,342) | (246,915) |
Total shareholders’ equity | 337,663 | 364,188 |
Total liabilities and shareholders’ equity | $ 412,714 | $ 450,229 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for credit loss | $ 1,710 | $ 739 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 45,167,225 | 42,832,231 |
Common stock, shares outstanding (in shares) | 45,167,225 | 42,832,231 |
Series A Preferred Stock | ||
Preferred stock, shares designated (in shares) | 4,250 | 4,250 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total product, service, and rental revenue | $ 143,271 | $ 161,759 | $ 119,156 |
Costs and operating expenses: | |||
General and administrative | 55,725 | 47,670 | 33,668 |
Sales and marketing | 24,583 | 21,570 | 14,006 |
Research and development | 18,796 | 14,798 | 11,821 |
Asset impairment charges | 15,485 | 110,364 | 0 |
Intangible asset amortization | 5,181 | 9,697 | 8,202 |
Acquisition costs | 0 | 18 | 1,636 |
Change in fair value of contingent consideration | (2,193) | (4,754) | 2,875 |
Total operating expenses | 214,096 | 307,300 | 154,316 |
Operating loss | (70,825) | (145,541) | (35,160) |
Other income: | |||
Change in fair value of warrant liability | 0 | 0 | (121) |
Change in fair value of investments | 0 | 697 | 0 |
Interest expense, net | (1,812) | (687) | (485) |
Other income | 1,264 | 704 | 289 |
Gain on settlement of Global Cooling escrow | 5,115 | 0 | 0 |
Gain on acquisition of Sexton Biotechnologies, Inc. | 0 | 0 | 6,451 |
Total other income, net | 4,567 | 714 | 6,134 |
Loss before income tax (expense) benefit | (66,258) | (144,827) | (29,026) |
Income tax (expense) benefit | (169) | 5,022 | 20,118 |
Net loss | (66,427) | (139,805) | (8,908) |
Net loss attributable to common shareholders: | |||
Net loss attributable to common shareholders, basic | (66,427) | (139,805) | (8,908) |
Net loss attributable to common shareholders, diluted | $ (66,427) | $ (139,805) | $ (8,908) |
Net loss per share attributable to common shareholders: | |||
Basic (in dollars per share) | $ (1.52) | $ (3.29) | $ (0.23) |
Diluted (in dollars per share) | $ (1.52) | $ (3.29) | $ (0.23) |
Weighted average shares used to compute loss per share attributable to common shareholders: | |||
Basic (in shares) | 43,719,185 | 42,481,027 | 38,503,944 |
Diluted (in shares) | 43,719,185 | 42,481,027 | 38,503,944 |
Product revenue | |||
Total product, service, and rental revenue | $ 117,695 | $ 136,000 | $ 101,913 |
Costs and operating expenses: | |||
Cost of revenue | 75,751 | 88,519 | 69,676 |
Service revenue | |||
Total product, service, and rental revenue | 17,551 | 15,308 | 9,817 |
Costs and operating expenses: | |||
Cost of revenue | 15,586 | 12,360 | 5,381 |
Rental revenue | |||
Total product, service, and rental revenue | 8,025 | 10,451 | 7,426 |
Costs and operating expenses: | |||
Cost of revenue | $ 5,182 | $ 7,058 | $ 7,051 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (66,427) | $ (139,805) | $ (8,908) |
Other comprehensive income (loss) - foreign currency translation adjustment, net of tax | 278 | (347) | (282) |
Unrealized gain (loss) on available-for-sale securities, net of tax | 56 | (50) | 0 |
Comprehensive loss | $ (66,093) | $ (140,202) | $ (9,190) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | GCI Acquisition | Sexton Acquisition | Common Stock | Common Stock GCI Acquisition | Common Stock Sexton Acquisition | Additional Paid-in Capital | Additional Paid-in Capital GCI Acquisition | Additional Paid-in Capital Sexton Acquisition | Accumulated Other Comprehensive Loss | Accumulated Deficit | Series A Preferred Stock | Series A Preferred Stock Preferred Stock |
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 204,429 | $ 33 | $ 302,598 | $ 0 | $ (98,202) | $ 0 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 33,039,146 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued in acquisitions (in shares) | 6,636,470 | 530,502 | |||||||||||
Shares issued in acquisitions | $ 232,741 | $ 31,977 | $ 7 | $ 232,734 | $ 31,977 | ||||||||
Fees incurred for registration filings | (186) | (186) | |||||||||||
Stock-based compensation | 13,956 | 13,956 | |||||||||||
Stock option exercises (in shares) | 869,065 | ||||||||||||
Stock option exercises | 1,418 | $ 1 | 1,417 | ||||||||||
Cashless exercises of warrants (in shares) | 70,030 | ||||||||||||
Cashless exercises of warrants | 2,901 | 2,901 | |||||||||||
Stock issued – on vested RSAs (in shares) | 672,290 | ||||||||||||
Stock issued – on vested RSAs | 1 | $ 1 | |||||||||||
Foreign currency translation | (282) | (282) | |||||||||||
Net loss | (8,908) | (8,908) | |||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||
Ending balance at Dec. 31, 2021 | 478,047 | $ 42 | 585,397 | (282) | (107,110) | $ 0 | |||||||
Common Stock, ending balance (in shares) at Dec. 31, 2021 | 41,817,503 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock issued as consideration for SciSafe earnout (in shares) | 64,130 | ||||||||||||
Stock issued as consideration for SciSafe earnout | 817 | 817 | |||||||||||
Fees incurred for registration filings | (131) | (131) | |||||||||||
Stock-based compensation | $ 25,334 | 25,334 | |||||||||||
Stock option exercises (in shares) | 161,646 | ||||||||||||
Stock option exercises | $ 323 | 323 | |||||||||||
Stock issued – on vested RSAs (in shares) | 788,952 | ||||||||||||
Stock issued – on vested RSAs | 0 | $ 1 | (1) | ||||||||||
Other comprehensive loss | (397) | (397) | |||||||||||
Net loss | (139,805) | (139,805) | |||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 364,188 | $ 43 | 611,739 | (679) | (246,915) | $ 0 | |||||||
Common Stock, ending balance (in shares) at Dec. 31, 2022 | 42,832,231 | 42,832,231 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock issued as consideration for SciSafe earnout (in shares) | 116,973 | ||||||||||||
Stock issued as consideration for SciSafe earnout | $ 2,263 | 2,263 | |||||||||||
Fees incurred for registration filings | (132) | (132) | |||||||||||
Stock-based compensation | 31,670 | 31,670 | |||||||||||
Stock option exercises (in shares) | 239,043 | ||||||||||||
Stock option exercises | 507 | 507 | |||||||||||
Stock issued – on vested RSAs (in shares) | 1,267,837 | ||||||||||||
Stock issued – on vested RSAs | 0 | $ 1 | (1) | ||||||||||
Settlement of Global Cooling escrow (in shares) | (216,024) | ||||||||||||
Settlement of Global Cooling escrow | (5,115) | (5,115) | |||||||||||
Common stock shares issued (in shares) | 927,165 | ||||||||||||
Common stock shares issued | 10,375 | $ 1 | 10,374 | ||||||||||
Other comprehensive loss | 334 | 334 | |||||||||||
Net loss | (66,427) | (66,427) | |||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2023 | 0 | 0 | |||||||||||
Ending balance at Dec. 31, 2023 | $ 337,663 | $ 45 | $ 651,305 | $ (345) | $ (313,342) | $ 0 | |||||||
Common Stock, ending balance (in shares) at Dec. 31, 2023 | 45,167,225 | 45,167,225 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Class of warrant or right, exercised during period (in shares) | 79,100 | 79,100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (66,427) | $ (139,805) | $ (8,908) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Impairment of intangible assets | 5,758 | 110,364 | 0 |
Impairment of long-lived assets | 9,727 | 0 | 0 |
Gain on settlement of Global Cooling escrow | (5,115) | 0 | 0 |
Depreciation | 7,114 | 6,775 | 4,663 |
Amortization of intangible assets | 5,181 | 9,697 | 8,202 |
Amortization of loan costs | 13 | 18 | 121 |
Stock-based compensation | 31,670 | 25,334 | 13,956 |
Non-cash lease expense | 404 | 3,486 | 2,053 |
Deferred income tax benefit | (62) | (5,238) | (20,127) |
Change in fair value of contingent consideration | (2,193) | (4,754) | 2,875 |
Change in fair value of warrant liability | 0 | 0 | 121 |
Change in fair value of investments | 0 | (697) | 0 |
Accretion of investments | (1,262) | (447) | 0 |
Gain on acquisition of Sexton Biotechnologies, Inc. | 0 | 0 | (6,451) |
Loss on disposal of assets held for rent, net | 594 | 773 | 609 |
Loss on disposal of property and equipment, net | 633 | 745 | 482 |
Forgiveness of loans payable | 0 | 0 | (284) |
Other | 0 | 166 | 353 |
Change in operating assets and liabilities, net of effects of acquisitions | |||
Accounts receivable, trade, net | 15,351 | (10,753) | (10,132) |
Inventories | (8,552) | (6,559) | 114 |
Prepaid expenses and other current assets | 137 | 26 | 2,663 |
Accounts payable | (8,425) | 414 | 2,018 |
Accrued expenses and other current liabilities | 2,002 | 1,787 | (3,936) |
Sales taxes payable | 1,311 | 1,526 | 1,412 |
Warranty liability | (454) | (1,086) | 5,833 |
Other | 97 | (260) | (230) |
Net cash used in operating activities | (12,498) | (8,488) | (4,593) |
Cash flows from investing activities | |||
Cash acquired in acquisition of Global Cooling, Inc. and Sexton Biotechnologies, Inc. | 0 | 0 | 1,559 |
Purchases of property and equipment | (6,381) | (10,385) | (8,385) |
Purchases of assets held for rent | (4,856) | (3,536) | (6,371) |
Proceeds from sale of equipment | 0 | 0 | 5 |
Proceeds from sale of available-for-sale securities | 3,469 | 420 | 0 |
Maturities of available-for-sale securities | 52,700 | 8,500 | 0 |
Investment in available-for-sale securities | (27,095) | (53,116) | 0 |
Net cash provided by (used in) investing activities | 17,837 | (58,117) | (13,192) |
Cash flows from financing activities | |||
Proceeds from term loan | 0 | 20,000 | 0 |
Payments on term loan | (300) | (1,666) | 0 |
Payments on equipment loans | (198) | (498) | (214) |
Proceeds from equipment loans | 0 | 0 | 1,550 |
Issuance of common stock | 10,244 | 0 | 0 |
Fees paid related to issuance of common stock | 0 | (131) | (145) |
Proceeds from line of credit | 0 | 0 | 27,306 |
Payments on line of credit | 0 | 0 | (31,536) |
Proceeds from exercise of common stock options | 507 | 323 | 1,418 |
Proceeds from financed insurance premium | 2,639 | 0 | 0 |
Payments on financed insurance premium | (2,365) | (1,375) | (1,033) |
Other | 64 | (337) | (124) |
Net cash provided by (used in) financing activities | 10,591 | 16,316 | (2,778) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 15,930 | (50,289) | (20,563) |
Cash, cash equivalents, and restricted cash – beginning of period | 19,473 | 69,870 | 90,456 |
Effects of currency translation on cash, cash equivalents, and restricted cash | 35 | (108) | (23) |
Cash, cash equivalents, and restricted cash – end of period | 35,438 | 19,473 | 69,870 |
Non-cash investing and financing activities | |||
Cashless exercise of warrants reclassified from warrant liability to common stock | 0 | 0 | 2,901 |
Assets acquired under operating leases | 880 | 243 | 6,875 |
Assets acquired under finance leases | 1,682 | 0 | 440 |
Purchase of property and equipment not yet paid | 359 | 478 | 197 |
Unrealized (gain) loss on available-for-sale securities | (56) | 50 | 0 |
Unrealized gain on currency translation | (12) | 0 | 0 |
Returned shares from settlement of Global Cooling escrow | (5,115) | 0 | 0 |
Cash interest paid | 1,927 | 586 | 452 |
Global Cooling, Inc. and Sexton Biotechnologies | |||
Non-cash investing and financing activities | |||
Stock issued as consideration | 0 | 0 | 264,718 |
SciSafe | |||
Non-cash investing and financing activities | |||
Stock issued as consideration | $ 2,263 | $ 817 | $ 0 |
Organization and significant ac
Organization and significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and significant accounting policies | 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, 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 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 Sexton cell processing product line includes human platelet lysates (“hPL”) for cell expansion, reducing risk and improving downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal cryogenic vials that are purpose-built rigid containers used in cell and gene therapy (“CGT”) that 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 therapies from loss or contamination. 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 help 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 cryogenic freezer technology provides for controlled rate freezing and cryogenic storage of biologic materials. Our ultra-low temperature mechanical freezers allow biological materials and vaccines 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 and vaccines 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. Estimates and assumptions by management affect the Company’s allowance for credit losses, the net realizable value of inventory, fair value of warrant liability, sales tax liabilities, valuation of market based stock 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, warranty reserves, certain accrued expenses, share-based compensation, contingent consideration from business combinations, and the provision for income taxes. 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, All intercompany accounts and transactions have been eliminated in consolidation. All long-lived assets are maintained in the United States of America and the Netherlands. Foreign currency translation The Company translates balance sheet and income statement items 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 quarterly exchange rates which approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive loss in 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. Revenue recognition 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 observable and 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 year ended December 31, 2023, the Company recognized approximately $0.4 million 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 biopreservation media, ThawSTAR, and freezer 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 revenues are generated from the storage of biological and pharmaceutical materials. We recognize service revenues 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 year ended December 31, 2023. The Company also generates revenue from the leasing of our property and equipment, operating right-of-use assets, and evo cold chain systems 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 and equipment or operating right-of-use assets used to store a customer’s 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. The Company recognizes operating right-of-use asset embedded lessor arrangements on its 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. 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 years ended December 31, 2023, 2022, and 2021 were comprised of the following: Years Ended December 31, (In thousands, except percentages) 2023 2022 2021(1) Product revenue Freezer and thaw $ 50,622 $ 66,682 $ 56,620 Cell processing 65,772 68,509 44,965 Biostorage services 1,301 809 328 Service revenue Freezer and thaw 1,024 74 - Biostorage services 16,527 15,234 9,817 Rental revenue Biostorage services 8,025 10,451 7,426 Total revenue $ 143,271 $ 161,759 $ 119,156 (1) 2021 revenue includes product revenue related to Global Cooling from May 3, 2021 through December 31, 2021 and product revenue related to Sexton from September 1, 2021 through December 31, 2021. 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 elected 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 December 31, 2023. 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: (In thousands) 2024 Total Rental revenue $ 900 $ 900 Service revenue $ 50 $ 50 Risks and uncertainties Supply chain considerations Our domestic and international supply chain operations were affected during the years ended December 31, 2021 and 2022 by the global pandemic of COVID-19 and the resulting volatility and uncertainty it caused in the U.S. and international markets. The onset of the COVID-19 pandemic caused supply chains globally to become constrained, and these constraints historically impacted our business through both increased difficulty in obtaining semiconductor chips and increased pricing on available parts. However, as of the year ended December 31, 2023, both availability and pricing of semiconductor chips have improved and no longer pose constraints on our supply chain. We currently have sufficient supply for electrical component parts within our operations and do not foresee constraints to return over our supply chain. 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-class method. Basic earnings per share for the two classes of stock (common stock and warrants) is calculated by dividing net income 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. The following table presents computations of basic and diluted earnings per share: Year Ended December 31, (In thousands, except share and earnings per share data) 2023 2022 2021 Basic and diluted loss per common share Numerator: Net loss $ (66,427) $ (139,805) $ (8,908) Net loss attributable to common shareholders (66,427) (139,805) (8,908) Denominator: Weighted-average common shares issued and outstanding 43,719,185 42,481,027 38,503,944 Basic and diluted loss per common share $ (1.52) $ (3.29) $ (0.23) 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, 2023 2022 2021 Stock options and restricted stock awards 647,348 592,446 1,637,745 Warrants — — 18,204 Total 647,348 592,446 1,655,949 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 months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. 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 year of the balance sheet date. 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, 2023 and 2022. (In thousands) 2023 2022 Cash and cash equivalents $ 35,407 $ 19,442 Restricted cash 31 31 Total cash, cash equivalents, and restricted cash $ 35,438 $ 19,473 Available-for-sale securities Available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Available-for-sale securities are reported at fair value based on quoted market prices and other observable market data. Unrealized gains and losses are reported as a component of other comprehensive (loss) income, net of any related tax effect. Realized gains and losses and other-than-temporary impairments on investments are included in other income. 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-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected revenue volume to cost of product revenue. The Company bases its estimates on expected product revenue volume, production capacity and expiration dates of raw materials, work in process, and finished products. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. However, during the year ended December 31, 2023, we assessed nonrecurring write-downs of approximately $5.7 million. For additional information, see Note 5: Inventories . Work-in-process and finished products inventories consist of material, labor, outside testing costs and manufacturing overhead. Accounts receivable Accounts receivable consist of short-term amounts due from our customers (generally 30 to 90 days) and are stated at the amount we expect to collect. We establish an allowance for credit losses based on our assessment of the collectability of specific customer accounts. Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for credit losses based on an evaluation of the collectability of customer account balances. Accounts considered uncollectible are charged against the established allowance. Equity 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. As of December 31, 2023 and December 31, 2022, these investments are comprised of $4.1 million in Series A-1 and A-2 Preferred Stock in iVexSol, Inc. (“iVexSol”) and $995,000 in Series E Preferred Stock in PanTHERA CryoSolutions, Inc. (“PanTHERA”). In November of 2020, the Company elected to convert a convertible note from its investment in Sexton, which was fully acquired as of September 1, 2021, into Series A-1 Preferred Stock and invest an additional $1.0 million in Series A-2 Preferred Stock in iVexSol. The Preferred Stock investments in iVexSol are carried 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. Gains related to the increase in fair value of this convertible note were zero, $0.7 million, and zero for the years ended December 31, 2023, 2022, and 2021, respectively. In November of 2020, the Company invested $995,000 in Class E Preferred Shares in PanTHERA CryoSolutions, Inc. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA under which the Company will make milestone development payments up to $2.0 million in the event that certain milestones are met in exchange for exclusive, perpetual, worldwide marketing and distribution rights to the technology for use in cell and gene therapy applications. In June of 2021, PanTHERA satisfied the first milestone and the Company paid $200,000 in accordance with the agreement. The Preferred Stock investments in PanTHERA are carried 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. As of December 31, 2023, management believes there are no indications of impairment or changes in fair value for the investments in iVexSol or PanTHERA. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three Assets held for rent Assets held for rent are carried at cost less accumulated depreciation. These assets consist of dedicated storage space, 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. Assets utilized to provide dedicated storage space are depreciated over their applicable useful lives once placed in service. Shippers are depreciated over a useful life of three years when in use by customers. Our customers rent assets 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 assets rented. At the end of the rental agreement, the customer returns the asset 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 be recoverable. Carrying values are reviewed for recoverability at the asset grouping level to determine if the facts and circumstances suggest that a potential impairment may have occurred. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset, an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were no impairment losses recognized during the years ended December 31, 2023, 2022, and 2021. Long-Lived Assets The Company reviews long-lived assets, including property and equipment, leased assets, and definite life intangible assets for impairment whenever events and changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of the projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. 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 financing 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 months. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition. We elected to apply the practical expedient for short-term leases and accordingly do not apply lease recognition requirements for short-term leases with a duration less than twelve months. Instead, we recognize payments related to these arrangements in the Consolidated Statement of Operations as lease costs on a straight-line basis over the lease term. Warranty Our standard warranty terms typically extend between one year and seven years from the date of delivery. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost over the period. 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 that the asset will not be realized. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the Consolidated Statement of Operations. 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 to be sustained upon examination by the relevant income tax authorities. 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, 2023, the Company has an unrecognized tax benefit of $2.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available. Sales Taxes Payable The Company records sales tax collected from customers on a net basis, and therefore excludes it from total product, service and rental revenue as defined in ASC 606. Cash collected from customers is recorded in accrued expenses on the Company's Consolidated Balance Sheet and then remitted to the proper taxing authority. In addition, refer to Note 12: Commitments and contingencies for discussion regarding an estimated sales tax liability the Company recorded in relation to historical activity in certain states. As of December 31, 2023, total interest expenses assessed on sales tax liabilities was $0.4 million. Advertising Advertising costs are expensed as incurred and totaled $1.5 million, $0.8 million, and $0.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Concentrations of risk During the years ended December 31, 2023, 2022, and 2021, we derived approximately 16%, 18%, and 17% of our revenue from the same customer, respectively. No other customers accounted for more than 10% of revenues. Revenue from foreign customers is denominated in United States dollars or euros. Years Ended December 31, Revenue by major product 2023 2022 2021 CryoStor 39 % 36 % 33 % 780XLE Freezer 19 % 22 % 22 % In the years ended December 31, 2023, 2022, and 2021, no suppliers accounted for more than 10% of purchases. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years Ended December 31, Revenue by customers’ geographic locations (1) 2023 2022 2021 United States (2) 80 % 79 % 85 % Europe, Middle East, Africa (EMEA) 16 % 16 % 11 % Other 4 % 5 % 4 % Total revenue 100 % 100 % 100 % (1) During the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented. (2) The line item presented above previously bifurcated sales between the United States and Canada. Due to the updated methodology for determining the country of origin for sales, it was noted that Canada no longer was a material location to separately disclose. Canada sales have been included within the "Other" line item in the table above and United States sales has been retained as its own line item to more accurately reflect origin of sales for material regions. The following table represents the Company’s long-lived assets by geographic area as of December 31: (In thousands) 2023 2022 United States $ 33,378 $ 42,829 Netherlands 6,952 5,437 Total $ 40,330 $ 48,266 As of December 31, 2023, one customer accounted for 14% of gross accounts receivable. As of December 31, 2022, two customers accounted for 26% of gross accounts receivable. No other customers accounted for more than 10% of our gross accounts receivable. As of December 31, 2023, one supplier accounted for 12% of accounts payable. As of December 31, 2022, a different supplier accounted for 23% of accounts payable. No other suppliers accounted for more than 10% of our accounts payable. 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. The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant. 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 |
Impairment of property and equi
Impairment of property and equipment and definite-lived intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Asset Impairment Charges [Abstract] | |
Impairment of property and equipment and definite-lived intangible assets | Impairment of property and equipment and definite-lived intangible assets Impairment testing as of September 30, 2023 Subsequent to the second quarter of 2023, the Company began to initially seek divestment of its Freezer Business. The announcement, coupled with broader economic uncertainty leading to reductions in spending across the biopharma industry and the Company's customer base constituted interim triggering events that required further analysis with respect to potential impairment to goodwill, indefinite-lived intangibles, and its long-lived asset groups. The Company performed an interim quantitative impairment test as of the September 30, 2023 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 September 30, 2023. As a part of the interim quantitative impairment analysis performed, the Company determined that decreases in the market price of the GCI long-lived asset group and historical operating cash flow losses for both GCI and CBS were indicative of potential impairment. The recoverability tests performed over the asset groups of the Freezer Business resulted in a $9.7 million non-cash impairment charge over property and equipment and a $5.8 million non-cash impairment charge over definite-lived intangible assets. In order to determine the fair value of the property and equipment, acquired technology, customer relationships, and tradename definite-lived intangible assets, the Company utilized the market approach and discounted cash flow analyses to determine if the recoverability of the Freezer Business asset groups were above its carrying value. 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 $9.7 million, $3.1 million, $0.2 million, and $2.5 million during the period ended September 30, 2023 for the property and equipment, acquired technology, customer relationships, and tradename definite-lived intangible assets, respectively, which represents the difference between the estimated fair value of the Company’s definite-lived intangible assets and their carrying values. 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 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 definite-lived intangible assets were impaired as of September 30, 2023 and written down to fair value, those amounts are more susceptible to an impairment risk if there are unfavorable changes in assumptions and estimates. Impairment testing during the year ended December 31, 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. Additionally, the Company annually performs an impairment assessment as of October 1. 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 October 1, 2022. In order to determine the fair value of our indefinite-lived intangible assets acquired from Global Cooling, which included an in-process research and development project, the Company utilized a discounted cash flow analysis. 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 for both asset groups 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 in addition to the abandonment of the aforementioned in-process research and development project, we recognized a $67.4 million non-cash impairment charge during the year-ended December 31, 2022 in the line item Asset impairment charges in the Company's Consolidated Statements of Operations, which represents full impairment of the carrying value of the Company’s in-process research and development intangible asset. 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 $14.1 million, $6.2 million, $21.9 million, and $0.8 million during the year-ended December 31, 2022 for the acquired technology, customer relationships, tradename, and non-compete definite-lived intangible assets, respectively, in the line item Asset impairment charges Consolidated Statements of Operations |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | 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 fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions. 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 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 0.2%, asset volatility of 60%, and revenue volatility of 15%. Significant changes in any of those inputs in isolation would result in significant changes in 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 vary 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 line item in the Consolidated Statements of Operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2023, the Company determined it appropriate to write-off the remaining balance of the SciSafe contingent consideration liability. The target revenue required for earnout was not met during the year ended December 31, 2023 and has been determined to not be probable to achieve in future years. This contingent consideration liability was included in the Consolidated Balance Sheets as of December 31, 2022 in the amount of $4.3 million. The changes in fair value of contingent consideration of $2.1 million and $5.6 million associated with this liability are included within the Change in Fair Value of Contingent Consideration in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, respectively. There were no remeasurements to fair value during the year ended December 31, 2023 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 December 31, 2023 and 2022, based on the three-tier fair value hierarchy: (In thousands) As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 25,034 $ — $ — $ 25,034 Available-for-sale securities: U.S. government securities 5,170 — — 5,170 Corporate debt securities — 9,674 — 9,674 Other debt securities — 1,992 — 1,992 Total 30,204 11,666 — 41,870 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 11,416 $ — $ — $ 11,416 Available-for-sale securities: U.S. government securities 15,051 — — 15,051 Corporate debt securities — 26,047 — 26,047 Other debt securities — 3,494 — 3,494 Total 26,467 29,541 $ — 56,008 Liabilities: Contingent consideration - business combinations — — 4,456 4,456 Total $ — $ — $ 4,456 $ 4,456 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 for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, (In thousands) 2023 2022 2021 Balance at beginning of period $ 4,456 $ 10,027 $ 7,152 Change in fair value recognized in net loss (2,193) (4,754) 2,875 Payment of contingent consideration earned (2,263) (817) — Balance at end of period $ — $ 4,456 $ 10,027 The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs for the year ended December 31, 2021: (In thousands) 2021 Balance at beginning of period 2,780 Exercised warrants (2,901) Change in fair value recognized in net loss 121 Balance at end of period $ — There was no warrant liability activity as of December 31, 2023 and 2022. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale securities The Company’s portfolio of available-for-sale marketable securities consists of the following: December 31, 2023 Amortized Gross unrealized Estimated (In thousands) Gains Losses Available-for-sale securities, current portion U.S. government securities $ 5,169 $ 1 $ — $ 5,170 Corporate debt securities 9,673 5 (4) 9,674 Other debt securities 1,443 1 — 1,444 Total short-term 16,285 7 (4) 16,288 Available-for-sale securities, long-term Other debt securities 545 3 — 548 Total available-for-sale securities $ 16,830 $ 10 $ (4) $ 16,836 (In thousands) Amortized Estimated Due in one year or less $ 16,285 $ 16,288 Due after one year through five years 545 548 Total $ 16,830 $ 16,836 There were no outstanding available-for-sale marketable securities as of December 31, 2022. As of December 31, 2023, none of our available-for-sale marketable securities exhibited risk of credit loss and therefore no allowance for credit losses was recorded. Equity investments The Company periodically invests in non-marketable equity securities of private companies without a readily determinable fair value to promote business and strategic objectives. The non-marketable equity securities are carried 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. These securities included Series A-1 and A-2 Preferred Stock in iVexSol, Inc. with a fair value of $4.1 million as of December 31, 2023 and December 31, 2022, and Series E Preferred Stock in PanTHERA CryoSolutions, Inc. with a fair value of $995,000 as of December 31, 2023 and December 31, 2022. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Raw materials $ 26,219 $ 20,950 Work in progress 7,128 5,680 Finished goods 10,109 8,274 Total $ 43,456 $ 34,904 During the year ended December 31, 2023, the Company recorded a $5.7 million inventory write-down for potentially unusable products. The products consisted of slow moving inventory, product defects, and supplier defects in raw materials. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 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 had original lease terms of three one one four one 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 December 31, 2023 and 2022: 2023 2022 Weighted average discount rate - operating leases 4.3 % 4.2 % Weighted average discount rate - finance leases 8.3 % 6.1 % Weighted average remaining lease term in years - operating leases 6.4 7.2 Weighted average remaining lease term in years - finance leases 4.1 2.0 The components of lease expense for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Operating lease costs $ 3,515 $ 3,701 $ 2,817 Financing lease costs 420 174 166 Short-term lease costs 2,037 2,141 1,727 Total operating lease costs 5,972 6,016 4,710 Variable lease costs 1,292 1,104 749 Total lease expense $ 7,264 $ 7,120 $ 5,459 Maturities of our lease liabilities as of December 31, 2023 are as follows: (In thousands) Operating Leases Financing Leases 2024 $ 3,400 $ 487 2025 2,960 424 2026 2,655 389 2027 2,280 386 2028 2,042 134 Thereafter 4,896 — Total lease payments 18,233 1,820 Less: interest (2,231) (275) Total present value of lease liabilities $ 16,002 $ 1,545 |
Leases | 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 had original lease terms of three one one four one 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 December 31, 2023 and 2022: 2023 2022 Weighted average discount rate - operating leases 4.3 % 4.2 % Weighted average discount rate - finance leases 8.3 % 6.1 % Weighted average remaining lease term in years - operating leases 6.4 7.2 Weighted average remaining lease term in years - finance leases 4.1 2.0 The components of lease expense for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Operating lease costs $ 3,515 $ 3,701 $ 2,817 Financing lease costs 420 174 166 Short-term lease costs 2,037 2,141 1,727 Total operating lease costs 5,972 6,016 4,710 Variable lease costs 1,292 1,104 749 Total lease expense $ 7,264 $ 7,120 $ 5,459 Maturities of our lease liabilities as of December 31, 2023 are as follows: (In thousands) Operating Leases Financing Leases 2024 $ 3,400 $ 487 2025 2,960 424 2026 2,655 389 2027 2,280 386 2028 2,042 134 Thereafter 4,896 — Total lease payments 18,233 1,820 Less: interest (2,231) (275) Total present value of lease liabilities $ 16,002 $ 1,545 |
Assets held for rent
Assets held for rent | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Assets held for rent | Assets held for rent Assets held for rent consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Shippers placed in service $ 9,866 $ 7,671 Fixed assets held for rent 1,468 4,686 Accumulated depreciation (6,272) (4,952) Net 5,062 7,405 Shippers and related components in production 2,651 1,659 Total $ 7,713 $ 9,064 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 $3.5 million, $3.5 million, and $1.9 million in depreciation expense related to assets held for rent during the years ended December 31, 2023, 2022, and 2021, respectively. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment Property and equipment consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Property and equipment Leasehold improvements $ 5,913 $ 5,249 Furniture and computer equipment 820 1,908 Manufacturing and other equipment 19,893 20,557 Construction in-progress 3,953 5,095 Subtotal 30,579 32,809 Less: Accumulated depreciation (9,502) (9,171) Property and equipment, net $ 21,077 $ 23,638 Depreciation expense for property and equipment was $3.6 million, $3.3 million, and $2.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Accrued expenses $ 6,909 $ 3,128 Accrued taxes 562 975 Accrued compensation 3,800 5,080 Deferred revenue, current 661 548 Other — 51 Total accrued expenses and other current liabilities $ 11,932 $ 9,782 |
Warranty reserve liability
Warranty reserve liability | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Warranty reserve liability | Warranty reserve liability We reserve estimated exposures on known claims, as well as on a portion of 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: (In thousands) 2023 2022 2021 Balance at beginning of period $ 8,312 $ 9,398 $ 212 Warranty reserve acquired in the acquisition of Global Cooling — — 3,353 Provision for warranties⁽¹⁾ 3,351 4,463 10,989 Settlements of warranty claims⁽¹⁾ (3,805) (5,549) (5,156) Balance at end of period $ 7,858 $ 8,312 $ 9,398 (1) Both the Provision for warranties and Settlements of warranty claims balances include reclassifications of $1.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively, to reflect changes in warranty utilization on pre-existing claims. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill The following table represents the components of the carrying value of goodwill for the year ended December 31, 2023: (In thousands) Goodwill Balance as of December 31, 2020 $ 58,449 Goodwill related to Global Cooling acquisition 137,822 Goodwill related to Sexton acquisition 28,470 Balance as of December 31, 2023 and 2022 $ 224,741 Intangible assets Intangible assets, net consisted of the following as of December 31, 2023 and 2022: (In thousands, except weighted average useful life) December 31, 2023 Intangible assets: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life Customer Relationships (1) $ 9,936 $ (4,217) $ 5,719 10.7 Tradenames (1) 8,134 (2,077) 6,057 11.3 Technology - acquired (1) 18,372 (9,123) 9,249 4.1 Non-compete agreements 750 (626) 124 0.8 Total intangible assets $ 37,192 $ (16,043) $ 21,149 7.3 (1) The entirety of the gross carrying values and accumulated amortization of the specified intangible assets above associated with the Freezer Business were impaired during the three months ended September 30, 2023. Refer to Note 2: Impairment of property and equipment and definite-lived intangible assets for more information on the assessed non-cash impairment charges. December 31, 2022 Intangible assets: Gross Carrying Value (1) Accumulated Amortization (1) Net Carrying Value Weighted Average Useful Life (in years) (1) Customer Relationships $ 10,496 $ (3,328) $ 7,168 8.8 Tradenames 11,328 (1,794) 9,534 11.8 Technology - acquired 23,802 (8,705) 15,097 5.3 Non-compete agreements 750 (461) 289 1.8 Total intangible assets $ 46,376 $ (14,288) $ 32,088 8.0 (1) Both the Gross Carrying Value and Accumulated Amortization balances as of December 31, 2022 contain immaterial adjustments to reflect impairments taken during the year ended December 31, 2022 on each of the intangible asset classes presented here. Each intangible asset class was adjusted as follows: Customer relationships: $0.8 million; Tradenames: $2.4 million, Technology - acquired: $4.1 million, Non-compete agreements: $0.4 million. The Weighted Average Useful Life was additionally adjusted to reflect the updated balances subsequent to the impairment charges. Impairment expense for both finite and indefinite-lived intangible assets was $5.8 million, $110.4 million, and zero for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization expense for finite-lived intangible assets was $5.2 million, $9.7 million, and $8.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company expects to record the following amortization expense: (In thousands) For the Years Ending December 31, Estimated 2024 $ 3,602 2025 3,468 2026 3,358 2027 2,605 2028 1,500 Thereafter 6,616 Total $ 21,149 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 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 officer or upon the officer 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 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 December 31, 2023. Non-income related taxes Companies are required to collect and remit sales tax from certain customers if the company is determined to have nexus in a particular state. Upon the determination of nexus, which varies by state, companies are additionally required to maintain detailed record of specific product and customer information within each jurisdiction in which it has established nexus to appropriately determine their sales tax liability, requiring technical knowledge of each jurisdiction’s tax case law. During the year ended December 31, 2022, the Company determined that a sales tax liability related to the periods of 2019 through 2022 is probable. The estimated liability was determined to be approximately $5.4 million and $3.7 million as of December 31, 2023 and December 31, 2022, respectively. Due to the variety of jurisdictions in which this estimated liability relates to and our ongoing assessment of sales taxes owed, we cannot predict when final liabilities will be satisfied. We will reevaluate the estimated liability and timing of satisfaction each reporting period. Settlement of Global Cooling Escrow On May 3, 2021, the Company acquired GCI pursuant to an Agreement and Plan of Merger, dated as of March 19, 2021 (the “GCI Merger Agreement”). Pursuant to the GCI Merger Agreement, the aggregate consideration paid to former stockholders of GCI (collectively, the “GCI Stockholders”) was 6,646,870 newly issued shares of common stock (the “GCI Merger Consideration”) were provided with the requirement that the GCI Merger Consideration otherwise payable to GCI Stockholders were subject to reduction for indemnification obligations. Approximately 9% of the GCI Merger Consideration (the "GCI Escrow Shares") otherwise issuable to the GCI Stockholders were deposited into a segregated escrow account (the “GCI Escrow Account”) in accordance with an escrow agreement entered into in connection with the closing of the transactions contemplated by the GCI Merger Agreement (the “GCI Escrow Agreement”). Of the GCI Escrow Shares, an amount equal to 5% of the GCI Merger Consideration were considered general escrow shares (the “General Escrow Shares”). The General Escrow Shares were eligible to be held in escrow for a period of up to 18 months after the closing of the GCI acquisition as the sole and exclusive source of payment for any indemnification claims made by the Company. On September 28, 2022, BioLife asserted an indemnification claim pursuant to the GCI Merger Agreement. On June 5, 2023, the Company entered into a Settlement Agreement with the representatives of the GCI Stockholders, pursuant to which the parties agreed to release 65% of the General Escrow Shares, totaling 216,024 shares, to the Company from the GCI Escrow Account. These shares were returned to the Company and subsequently cancelled. As a result of the settlement, the Company recorded a $5.1 million gain recognizing the return of the shares during the second quarter of 2023. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt In May 2021, the Company assumed three term notes in the acquisition of Global Cooling. At the time of acquisition, these notes carried aggregate outstanding principal balances of $4.4 million. These term notes bore interest at a floating rate equal to the 3-month LIBOR rate plus 6.50%. The term notes included financial covenants tied to the performance of Global Cooling. In October 2021, the Company entered into amended and restated term notes for all three term notes with two lenders (the “Global Cooling Term Note Agreements”). The principal amount borrowed pursuant to the Global Cooling Term Note Agreements (the “Global Cooling Term Notes”) consisted of an aggregate $4.6 million, with one lender providing two term notes in the amounts of $1.4 million and $1.4 million and a separate lender providing one term note in the amount of $1.8 million. The maturity dates for these notes are July 17, 2024, September 7, 2024, and December 18, 2027, respectively. All three term notes bear interest at a fixed rate of 4%, were interest-only with one balloon principal payment at maturity, and could be pre-paid without penalty at any time. The Company fully extinguished the term notes with maturity dates of September 7, 2024 and July 17, 2024 on September 20, 2022 and July 17, 2023, respectively. All financial covenants included in the original agreements previously in effect were removed by the Global Cooling Term Note Agreements. On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement (the “Loan Agreement”), which provides for up to $60 million in aggregate principal to be drawn. Principal amounts borrowed pursuant to the Loan Agreement (the “Term Loan”) mature on June 1, 2026. The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of the lender. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the lender, and therefore has no additional opportunities under current loan terms to draw upon the Loan Agreement. Payments on the borrowing are interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. Tranches borrowed under the term loan agreement bear interest at the Wall Street Journal prime rate plus 0.5%. However, the interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates and has a balloon payment due at the earliest of term loan maturity, repayment of the term loan in full, or termination of the loan agreement at $1.2 million. As of December 31, 2023 the implied interest rate of the Term Loan is 6.7% and the implied value of the Term Loan is $20.3 million. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of December 31, 2023, the Company is in compliance with the covenants set forth in the Loan Agreement. In the event that borrowings under the Loan Agreement exceed $20 million, the Company will become subject to financial covenants. Long-term debt consisted of the following as of December 31, 2023 and 2022: December 31, (In thousands) Maturity Date Interest Rate 2023 2022 Global Cooling Term Notes Various 4.0 % 2,596 2,896 Term Loan Jun-26 7.0 % 20,000 20,000 Insurance premium financing Jul-24 8.3 % 1,348 1,074 Freezer equipment loan Dec-25 5.7 % 317 466 Manufacturing equipment loans Oct-25 5.7 % 172 266 Freezer installation loan Various 6.3 % 807 1,078 Other loans Various Various 2 6 Total debt, excluding unamortized debt issuance costs 25,242 25,786 Less: unamortized debt issuance costs (98) (179) Total debt 25,144 25,607 Less: current portion of debt (6,833) (1,814) Total long-term debt $ 18,311 $ 23,793 The Term Loan is secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling and Sexton, other than intellectual property. The Global Cooling Term Notes are secured by substantially all assets of Global Cooling and is effectively subordinated to the security interest established by the Loan Agreement. Equipment loans are secured by the financed equipment. As of December 31, 2023, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows: (In thousands) Amount 2024 $ 6,830 2025 10,500 2026 5,218 2027 2,596 2028 — Thereafter — Total $ 25,144 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrants | Warrants As of January 1, 2021, there were 79,100 warrants to purchase the Company's common stock outstanding. 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. The following table summarizes warrant activity for the year ended December 31, 2021: 2021 Shares Wtd. Avg. Exercise Price Outstanding at beginning of year 79,100 $ 4.75 Exercised (79,100) 4.75 Outstanding and exercisable at end of year — $ — There was no warrant activity during the years ended December 31, 2023 and 2022. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Stock compensation plans Our stock-based compensation programs are long-term retention programs that are intended to attract, retain, and provide incentives for talented employees, officers, and directors, and to align stockholder and employee interests. Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, with awards generally vesting over a 4 year period, and forfeitures recognized as incurred. We have the following stock-based compensation plans and programs: During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allowed us to grant options or restricted stock awards to all employees, including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 million shares of common stock was initially reserved for issuance under the 2013 Plan. In May 2017, July 2020, June 2021, and June 2022, the shareholders approved an increase in the number of shares available for issuance to 4.1 million shares, 5.0 million shares, 6.5 million shares, and 8.5 million shares, respectively. As of April 25, 2023, the 2013 Plan expired as to future awards in accordance with its terms. As of December 31, 2023, there were outstanding options to purchase 217,000 shares of the Company’s common stock and 1.6 million unvested restricted stock awards outstanding under the 2013 Plan. On July 21, 2023, our stockholders approved the 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). The 2023 Plan allows us to grant equity awards to employees, directors, and outside consultants. An aggregate of 4.2 million shares of common stock were initially reserved for issuance under the 2023 Plan, plus any shares subject to awards under the 2013 Plan that were outstanding as of July 21, 2023, and which are subsequently forfeited or lapsed and not issued under the 2013 Plan. As of December 31, 2023, there were 1.2 million unvested restricted stock awards outstanding under the 2023 Plan. Issuance of shares When options and warrants are exercised, it is the Company’s policy to issue new shares. Stock option activity Service vesting-based stock options The following is a summary of service vesting-based stock option activity for the year ended December 31, 2023 and 2022, and the status of service vesting-based stock options outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Shares Wtd. Avg. Outstanding as of beginning of year 456,293 $ 2.17 624,531 $ 2.13 Exercised (239,043) 2.12 (161,646) 2.00 Expired — — (6,592) 3.22 Outstanding at end of year 217,250 $ 2.21 456,293 $ 2.17 Stock options exercisable at year end 217,250 $ 2.21 456,293 $ 2.17 We did not recognize stock compensation expense related to service-based options during the years ended December 31, 2023 and 2022. We recognized $25,000 in stock compensation expense related to service-based options during the year ended December 31, 2021. As of December 31, 2023, there was $3.1 million of aggregate intrinsic value of outstanding service vesting-based stock options, including $3.1 million of aggregate intrinsic value of 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 December 31, 2023. This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised during the years ended December 31, 2023, 2022, and 2021 was $3.9 million, $4.1 million, and $6.9 million, respectively. There were no service based-vesting options granted during the years ended December 31, 2023, 2022, and 2021. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable as of December 31, 2023 is 2.1 years. There were no unrecognized compensation costs for service vesting-based stock options as of December 31, 2023. The following table summarizes information about service vesting-based stock options outstanding as of December 31, 2023: Range of Exercise Prices Number Outstanding at Weighted Average Weighted Average Exercise $1.00 - 1.50 2,000 2.85 $ 1.49 $1.51 - 2.00 116,500 2.32 1.89 $2.01 - 2.50 84,500 1.36 2.07 $2.51 - 8.60 14,250 3.92 5.69 217,250 2.06 $ 2.21 Performance-based stock options There was no performance-based stock option grant activity during the year ended December 31, 2023. No stock compensation expense was recognized during the years ended December 31, 2023, 2022, and 2021 related to performance-based options. The intrinsic value of performance-based awards exercised during the years ending December 31, 2023, 2022, and 2021 was zero, zero, and $27.4 million, respectively. There were no stock options granted to employees and non-employee directors in the years ending December 31, 2023, 2022, and 2021. Restricted stock Service vesting-based restricted stock The following is a summary of service vesting-based restricted stock activity for the years ended December 31, 2023 and 2022, and the status of unvested service vesting-based restricted stock outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Grant Shares Wtd. Avg. Grant Outstanding as of beginning of year 1,879,215 $ 28.94 1,212,783 $ 37.48 Granted 1,907,101 13.12 1,373,909 25.26 Vested (1,237,221) 24.97 (569,535) 35.51 Forfeited (236,197) 25.88 (137,942) 40.19 Non-vested at year end 2,312,898 $ 18.32 1,879,215 $ 28.94 On November 4, 2021, the Board of Directors approved to modify certain restricted stock awards that were awarded to one executive that otherwise would have expired upon the executive’s intended retirement in early 2023. The modification accelerated the vesting of the awards to vest equally over four quarters in the year ended December 31, 2022. We recorded incremental stock-based compensation expense of $666,000 in the year ended December 31, 2021 for this stock option modification. The aggregate fair value of the service vesting-based awards granted during the years ended December 31, 2023, 2022, and 2021 was $25.0 million, $34.7 million, and $37.8 million, respectively. The aggregate fair value of the service vesting- based awards that vested during the years ended December 31, 2023, 2022, and 2021 was $20.5 million, $12.6 million, and $15.9 million, respectively. On October 19, 2023, Michael Rice, the Chief Executive Officer at that time, announced his resignation from the company. In accordance with his separation agreement, all unvested stock grants, excluding the 99,038 market-based restricted stock units awarded to him January 3, 2023 and the 70,094 market-based restricted stock units awarded to him on February 24, 2022 by the board of directors, were accelerated and vested as of the date of his separation. The Company recognized stock compensation expense in connection with the acceleration of his unvested stock grants of $1.7 million, representing 150,155 shares. During the months of August through December 2023, our board of directors granted 22,675 restricted stock units in lieu of salary for executive leadership. The awards vested in full on the date of grant, regardless of employment status on that date. Salary expenses incurred in connection with the restricted stock units awarded in lieu of salary totaled $0.2 million. For all specific grant information related to these awards, refer to the Equity Incentive Compensation discussion of Part III within this filing. During the months of May through August 2022, our board of directors granted 21,566 restricted stock awards in lieu of salary for executive leadership. The awards vested in full on the date of grant, regardless of employment status on that date. All expenses related to these awards were incurred in the year ended December 31, 2022. We recognized stock compensation expense of $25.2 million, $21.0 million, and $12.7 million related to service vesting-based awards during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $37.8 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 years ended December 31, 2023 and 2022 and the status of market-based restricted stock outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Grant Date Fair Shares Wtd. Avg. Grant Date Fair Outstanding as of beginning of year 271,044 $ 30.64 139,756 $ 19.86 Granted 268,738 24.23 349,568 22.66 Vested (30,616) 51.65 (218,280) 10.95 Non-vested at year end 509,166 $ 26.00 271,044 $ 30.64 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 TSR. The TSR market condition measures the Company’s performance against a peer group. On February 24, 2022, the Company determined the TSR attainment was 200% of the targeted shares, resulting in 109,140 shares being granted and 218,280 shares vesting to current employees 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 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, 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. On January 3, 2023, the Company determined the TSR attainment was 100% of the targeted shares, resulting in 30,616 shares being granted and 30,616 shares vesting to current employees of the Company 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 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, 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 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. On January 3, 2023, the Company granted 268,738 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, 2023 through December 31, 2024 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 78%, 0% dividend yield, and a risk-free interest rate of 4.4%. 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 $6.8 million is being expensed on a straight-line basis over the grant date to the vesting date of December 31, 2024. We recognized stock compensation expense of $6.5 million, $4.3 million, and $1.4 million related to market-based restricted stock awards for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, there was $3.3 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 year. The aggregate fair value of the market-based awards granted during the years ended December 31, 2023, 2022, and 2021 was $6.5 million, $6.7 million, and $1.8 million, respectively. The aggregate fair value of the market-based awards that vested during the years ended December 31, 2023, 2022, and 2021 was $0.7 million, $5.0 million, and $10.2 million, respectively. Total stock compensation expense We recorded total stock compensation expense for the years ended December 31, 2023, 2022, and 2021, as follows: 2023 2022 2021 Research and development costs $ 5,631 $ 3,176 $ 1,906 Sales and marketing costs 5,620 3,649 1,788 General and administrative costs 14,937 14,066 8,061 Cost of revenue 5,482 4,443 2,201 Total $ 31,670 $ 25,334 $ 13,956 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The following are the domestic and foreign components of the Company's loss before income taxes: Year Ended December 31, (In thousands) 2023 2022 2021 Domestic $ (67,296) $ (146,091) $ (28,590) Foreign 1,038 1,264 (436) Total $ (66,258) $ (144,827) $ (29,026) Income tax expense (benefit) consists of the following: Year Ended December 31, (In thousands) 2023 2022 2021 Current: Federal $ — $ — $ — State 46 11 — Foreign 185 205 9 Total current tax provision 231 216 9 Deferred: Federal (62) (2,924) (17,703) State — (2,314) (2,424) Foreign — — — Total deferred tax benefit (62) (5,238) (20,127) Income tax expense (benefit) $ 169 $ (5,022) $ (20,118) In the year ended December 31, 2021, income tax benefit included excess tax benefits from stock-based compensation of $10.5 million. The tax benefit for the years ended December 31, 2023 and 2022 did not contain excess tax benefits from stock-based compensation. In connection with the 2021 Global Cooling acquisition, the Company recognized a deferred tax liability estimated to be $24.1 million. As a result, the Company recorded an income tax benefit of $8.0 million for the release of valuation allowance on our existing U.S. deferred tax assets as a result of the offset of the deferred tax liabilities established for intangible assets from the acquisition. In connection with the 2021 Sexton acquisition, the Company recorded a deferred tax liability estimated to be $1.5 million with an offset to goodwill. A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2023 2022 2021 Federal statutory tax 21 % 21 % 21 % State tax, net of federal benefit 4 % 3 % 7 % Stock compensation (2 %) — 36 % Sec. 162(m) limitation on executive compensation (2 %) (1 %) (11 %) Fair value change in contingent consideration 1 % 1 % (2 %) Transaction costs — — (1 %) Gain on stock acquisition — — 5 % Tax credits 1 % 1 % — Change in valuation allowance (25 %) (21 %) 20 % Expired net operating losses — — (5 %) Gain on escrow settlement 2 % — — % Other — — (1 %) Total — 4 % 69 % The principal components of the Company’s net deferred tax assets are as follows as of December 31, 2023 and 2022: (In thousands) 2023 2022 Deferred tax assets related to: Net operating loss carryforwards $ 35,505 $ 29,102 Stock-based compensation 3,008 3,207 Accruals and reserves 3,590 3,724 Inventory 1,408 425 Fixed assets 585 — Lease liabilities 3,950 3,653 Tax credit carryforward 2,226 1,423 Capitalized research and development 4,818 2,405 Other 875 445 Total deferred tax assets 55,965 44,384 Deferred tax liabilities related to: Intangibles (3,696) (6,150) Right-of-use assets (2,500) (3,458) Fair value change in investments (440) (447) Fixed assets — (1,177) Total deferred tax liabilities (6,636) (11,232) Net deferred tax (liabilities) assets before valuation allowance 49,329 33,152 Less: valuation allowance (49,517) (33,402) Net deferred tax liabilities $ (188) $ (250) Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. The assessment regarding whether a valuation allowance is required on deferred tax assets considers the evaluation of both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. The valuation allowance recorded as of December 31, 2023 and 2022 primarily relates to deferred tax assets for net operating loss carryforwards. The changes in the valuation allowance for deferred tax assets were as follows: (In thousands) 2023 2022 2021 Balance at beginning of period $ 33,402 $ 2,993 $ 8,498 Deferred tax liabilities assumed through acquisitions — — (8,498) Charged to income tax expense 16,115 30,409 2,993 Balance at end of period $ 49,517 $ 33,402 $ 2,993 As of December 31, 2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $151.9 million. Approximately $39.2 million of NOL will expire from 2024 through 2037, and approximately $112.7 million of NOL will be carried forward indefinitely. The NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest. This limited the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years. The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of approximately $4.8 million as of December 31, 2023. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. A reconciliation of the beginning and ending balances of uncertain tax positions in the years ended December 31, 2023 and 2022 is as follows: (In thousands) 2023 2022 Balance at beginning of period $ 610 $ 255 Increase related to prior year tax positions 20 170 Increase related to current year tax positions 324 185 Balance at end of period $ 954 $ 610 The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available, which includes 2004 through 2023. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 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, which was included in the gain on acquisition of Sexton Biotechnologies, Inc. in the Consolidated Statements of Operations for the year ended December 31, 2021. 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 uncollectible. 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. 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 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 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”). 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 uncollectible. 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. 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 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 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. 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. Revenue, net income, and pro forma presentation The Company recorded revenue from Sexton of $1.8 million and a net loss of $1.0 million from September 1, 2021, the date of acquisition, to December 31, 2021. The Company recorded revenue from Global Cooling of $39.1 million and a net loss of $19.6 million from May 3, 2021, the date of acquisition, to December 31, 2021. The Company has included the operating results of the acquisitions in its Consolidated Statements of Operations since their respective acquisition date. 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 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 Total revenue $ 143,732 Net income (loss) $ (16,375) |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plan | 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 contributions of $1.1 million, $1.0 million, and $0.8 million to the plans for the years ended December 31, 2023, 2022, and 2021. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On January 1, 2024, the Company failed to comply with Section 5.7 (a) and Section 5.7 (c) of the Loan Agreement related to its Term Loan with respect to the depository account requirements and the requirement to deliver a Control Agreement for any Permitted Temporary Account upon the expiration of the Transition Period to transfer all cash holdings to the Lender's bank. On February 26, 2024, the Lender waived the existing defaults under the Loan Agreement and entered into the Waiver and First Amendment to Loan and Security Agreement ("the Amendment"). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (66,427) | $ (139,805) | $ (8,908) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The following table identifies and provides the material terms of the Rule 10b5-1 trading arrangements (as such term is defined in Item 408 of Regulation S-K) adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors during the quarter ended December 31, 2023. Name and Position Plan Adoption / Termination Plan Adoption / Termination Date Expiration Date Number of Shares Purchased (Sold) / Terminated under Plan Sarah Aebersold, Chief Human Resources Officer Adoption December 15, 2023 September 30, 2024 (10,000) Todd Berard, Chief Marketing Officer (1) Termination December 15, 2023 December 31, 2023 30,000 Todd Berard, Chief Marketing Officer Adoption December 15, 2023 December 31, 2024 (30,000) Michael Rice, Former Chief Executive Officer (2) Termination November 14, 2023 November 16, 2023 33,334 Marcus Schulz, Former Chief Revenue Officer Termination October 19, 2023 April 30, 2024 10,000 (1) On December 15, 2023, Todd Berard, our Chief Marketing Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to 50,000 shares of the Company's common stock until December 31, 2023. The Rule 10b5-1 trading arrangement was in place solely for the potential exercise of vested stock options and for sales intended to satisfy tax obligations payable due to the vesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 20,000 shares of the Company's common stock were sold out of the original 50,000 shares. (2) On November 14, 2023, Michael Rice, our former Chief Executive Officer, terminated the remaining portion of his Rule 10b5-1 trading arrangement originally adopted on September 14, 2022 for the sale of up to 100,000 shares of the Company's common stock until November 16, 2023. The trading arrangement was in place solely for the potential exercise of vested stock options and for sales intended to satisfy tax obligations payable due to the vesting and settlement of certain restricted stock awards. Since the adoption of the Rule 10b5-1 trading arrangement, 66,666 shares of the Company's common stock were sold out of the original 100,000 shares. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Sarah Aebersold [Member] | ||
Trading Arrangements, by Individual | ||
Name | Sarah Aebersold | |
Title | Chief Human Resources Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | December 15, 2023 | |
Arrangement Duration | 290 days | |
Aggregate Available | 10,000 | 10,000 |
Todd Berard [Member] | ||
Trading Arrangements, by Individual | ||
Name | Todd Berard | |
Title | Chief Marketing Officer | |
Michael Rice [Member] | ||
Trading Arrangements, by Individual | ||
Name | Michael Rice | |
Title | Former Chief Executive Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 14, 2023 | |
Aggregate Available | 100,000 | 100,000 |
Marcus Schulz [Member] | ||
Trading Arrangements, by Individual | ||
Name | Marcus Schulz | |
Title | Former Chief Revenue Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | October 19, 2023 | |
Aggregate Available | 10,000 | 10,000 |
Todd Berard Trading Plan Two [Member] | Todd Berard [Member] | ||
Trading Arrangements, by Individual | ||
Name | Todd Berard | |
Title | Chief Marketing Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | December 15, 2023 | |
Arrangement Duration | 382 days | |
Aggregate Available | 30,000 | 30,000 |
Todd Berard Trading Plan One [Member] | Todd Berard [Member] | ||
Trading Arrangements, by Individual | ||
Name | Todd Berard | |
Title | Chief Marketing Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | December 15, 2023 | |
Aggregate Available | 50,000 | 50,000 |
Organization and significant _2
Organization and significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of estimates | 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. Estimates and assumptions by management affect the Company’s allowance for credit losses, the net realizable value of inventory, fair value of warrant liability, sales tax liabilities, valuation of market based stock 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, warranty reserves, certain accrued expenses, share-based compensation, contingent consideration from business combinations, and the provision for income taxes. 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 | Basis of presentation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, All intercompany accounts and transactions have been eliminated in consolidation. All long-lived assets are maintained in the United States of America and the Netherlands. |
Foreign currency transactions | Foreign currency translation The Company translates balance sheet and income statement items 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 quarterly exchange rates which approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive loss in shareholders' equity. |
Segment reporting | 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. |
Revenue recognition | Revenue recognition 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 observable and 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 year ended December 31, 2023, the Company recognized approximately $0.4 million 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 biopreservation media, ThawSTAR, and freezer 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 revenues are generated from the storage of biological and pharmaceutical materials. We recognize service revenues 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 year ended December 31, 2023. The Company also generates revenue from the leasing of our property and equipment, operating right-of-use assets, and evo cold chain systems 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 and equipment or operating right-of-use assets used to store a customer’s 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. The Company recognizes operating right-of-use asset embedded lessor arrangements on its 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. 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 years ended December 31, 2023, 2022, and 2021 were comprised of the following: Years Ended December 31, (In thousands, except percentages) 2023 2022 2021(1) Product revenue Freezer and thaw $ 50,622 $ 66,682 $ 56,620 Cell processing 65,772 68,509 44,965 Biostorage services 1,301 809 328 Service revenue Freezer and thaw 1,024 74 - Biostorage services 16,527 15,234 9,817 Rental revenue Biostorage services 8,025 10,451 7,426 Total revenue $ 143,271 $ 161,759 $ 119,156 (1) 2021 revenue includes product revenue related to Global Cooling from May 3, 2021 through December 31, 2021 and product revenue related to Sexton from September 1, 2021 through December 31, 2021. 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 elected 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 December 31, 2023. 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: (In thousands) 2024 Total Rental revenue $ 900 $ 900 Service revenue $ 50 $ 50 |
Risk and uncertainties | Risks and uncertainties Supply chain considerations Our domestic and international supply chain operations were affected during the years ended December 31, 2021 and 2022 by the global pandemic of COVID-19 and the resulting volatility and uncertainty it caused in the U.S. and international markets. The onset of the COVID-19 pandemic caused supply chains globally to become constrained, and these constraints historically impacted our business through both increased difficulty in obtaining semiconductor chips and increased pricing on available parts. However, as of the year ended December 31, 2023, both availability and pricing of semiconductor chips have improved and no longer pose constraints on our supply chain. We currently have sufficient supply for electrical component parts within our operations and do not foresee constraints to return over our supply chain. |
Earnings Per Share | 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-class method. Basic earnings per share for the two classes of stock (common stock and warrants) is calculated by dividing net income 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. |
Cash, cash equivalents, and restricted cash | 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 months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that this results in any significant credit risk. 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 year of the balance sheet date. |
Available-for-sale securities | Available-for-sale securities Available-for-sale securities consist of U.S. government securities, corporate debt securities, and other debt securities. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Available-for-sale securities are reported at fair value based on quoted market prices and other observable market data. Unrealized gains and losses are reported as a component of other comprehensive (loss) income, net of any related tax effect. Realized gains and losses and other-than-temporary impairments on investments are included in other income. |
Inventories | 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-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected revenue volume to cost of product revenue. The Company bases its estimates on expected product revenue volume, production capacity and expiration dates of raw materials, work in process, and finished products. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. However, during the year ended December 31, 2023, we assessed nonrecurring write-downs of approximately $5.7 million. For additional information, see Note 5: Inventories . Work-in-process and finished products inventories consist of material, labor, outside testing costs and manufacturing overhead. |
Accounts receivable | Accounts receivable Accounts receivable consist of short-term amounts due from our customers (generally 30 to 90 days) and are stated at the amount we expect to collect. We establish an allowance for credit losses based on our assessment of the collectability of specific customer accounts. Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for credit losses based on an evaluation of the collectability of customer account balances. Accounts considered uncollectible are charged against the established allowance. |
Equity investments | Equity 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. As of December 31, 2023 and December 31, 2022, these investments are comprised of $4.1 million in Series A-1 and A-2 Preferred Stock in iVexSol, Inc. (“iVexSol”) and $995,000 in Series E Preferred Stock in PanTHERA CryoSolutions, Inc. (“PanTHERA”). In November of 2020, the Company elected to convert a convertible note from its investment in Sexton, which was fully acquired as of September 1, 2021, into Series A-1 Preferred Stock and invest an additional $1.0 million in Series A-2 Preferred Stock in iVexSol. The Preferred Stock investments in iVexSol are carried 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. Gains related to the increase in fair value of this convertible note were zero, $0.7 million, and zero for the years ended December 31, 2023, 2022, and 2021, respectively. In November of 2020, the Company invested $995,000 in Class E Preferred Shares in PanTHERA CryoSolutions, Inc. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA under which the Company will make milestone development payments up to $2.0 million in the event that certain milestones are met in exchange for exclusive, perpetual, worldwide marketing and distribution rights to the technology for use in cell and gene therapy applications. In June of 2021, PanTHERA satisfied the first milestone and the Company paid $200,000 in accordance with the agreement. The Preferred Stock investments in PanTHERA are carried 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. As of December 31, 2023, management believes there are no indications of impairment or changes in fair value for the investments in iVexSol or PanTHERA. |
Property and equipment and Long-Lived Assets | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three Long-Lived Assets The Company reviews long-lived assets, including property and equipment, leased assets, and definite life intangible assets for impairment whenever events and changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of the projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. |
Assets held for rent | Assets held for rent Assets held for rent are carried at cost less accumulated depreciation. These assets consist of dedicated storage space, 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. Assets utilized to provide dedicated storage space are depreciated over their applicable useful lives once placed in service. Shippers are depreciated over a useful life of three years when in use by customers. Our customers rent assets 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 assets rented. At the end of the rental agreement, the customer returns the asset 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 be recoverable. Carrying values are reviewed for recoverability at the asset grouping level to determine if the facts and circumstances suggest that a potential impairment may have occurred. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset, an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were no impairment losses recognized during the years ended December 31, 2023, 2022, and 2021. |
Lease accounting | 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 financing 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 months. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition. We elected to apply the practical expedient for short-term leases and accordingly do not apply lease recognition requirements for short-term leases with a duration less than twelve months. Instead, we recognize payments related to these arrangements in the Consolidated Statement of Operations as lease costs on a straight-line basis over the lease term. |
Warranty | Warranty Our standard warranty terms typically extend between one year and seven years from the date of delivery. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost over the period. |
Income taxes | 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 that the asset will not be realized. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the Consolidated Statement of Operations. 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 to be sustained upon examination by the relevant income tax authorities. 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, 2023, the Company has an unrecognized tax benefit of $2.2 million related to tax attributes being carried forward. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available. |
Sales Taxes Payable | Sales Taxes Payable The Company records sales tax collected from customers on a net basis, and therefore excludes it from total product, service and rental revenue as defined in ASC 606. Cash collected from customers is recorded in accrued expenses on the Company's Consolidated Balance Sheet and then remitted to the proper taxing authority. In addition, refer to Note 12: Commitments and contingencies |
Advertising | Advertising |
Concentrations of risk | Concentrations of risk During the years ended December 31, 2023, 2022, and 2021, we derived approximately 16%, 18%, and 17% of our revenue from the same customer, respectively. No other customers accounted for more than 10% of revenues. Revenue from foreign customers is denominated in United States dollars or euros. Years Ended December 31, Revenue by major product 2023 2022 2021 CryoStor 39 % 36 % 33 % 780XLE Freezer 19 % 22 % 22 % In the years ended December 31, 2023, 2022, and 2021, no suppliers accounted for more than 10% of purchases. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years Ended December 31, Revenue by customers’ geographic locations (1) 2023 2022 2021 United States (2) 80 % 79 % 85 % Europe, Middle East, Africa (EMEA) 16 % 16 % 11 % Other 4 % 5 % 4 % Total revenue 100 % 100 % 100 % (1) During the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented. (2) The line item presented above previously bifurcated sales between the United States and Canada. Due to the updated methodology for determining the country of origin for sales, it was noted that Canada no longer was a material location to separately disclose. Canada sales have been included within the "Other" line item in the table above and United States sales has been retained as its own line item to more accurately reflect origin of sales for material regions. The following table represents the Company’s long-lived assets by geographic area as of December 31: (In thousands) 2023 2022 United States $ 33,378 $ 42,829 Netherlands 6,952 5,437 Total $ 40,330 $ 48,266 As of December 31, 2023, one customer accounted for 14% of gross accounts receivable. As of December 31, 2022, two customers accounted for 26% of gross accounts receivable. No other customers accounted for more than 10% of our gross accounts receivable. As of December 31, 2023, one supplier accounted for 12% of accounts payable. As of December 31, 2022, a different supplier accounted for 23% of accounts payable. No other suppliers accounted for more than 10% of our accounts payable. |
Research and development | Research and development Research and development costs are expensed as incurred. |
Stock-based compensation | 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. The fair value of restricted stock, including performance awards, without a market condition is estimated using the current market price of our common stock on the date of grant. 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. We have, from time to time, modified the terms of restricted stock awards awarded to employees. We account for the incremental increase in the fair value over the original award on the date of the modification as an expense for vested awards or over the remaining service (vesting) period for unvested awards. The incremental compensation cost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. |
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, Business Combinations . 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 limited to i) future expected cash flows, including revenue and expense projections; ii) discount rates to determine the present value of recognized assets and liabilities and; iii) revenue volatility to determine contingent consideration using option pricing models. The excess of the acquisition price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets is the resulting goodwill. 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. |
Goodwill | 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 amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount (a triggering event). The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in FASB ASC Topic 350, Intangibles – Goodwill and Other . The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill impairment test. In performing the quantitative goodwill impairment test, the Company determines the fair value of its reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit exceeds its fair value, the Company records an impairment loss equal to the difference. The Company operates as one reporting unit as of the goodwill impairment measurement date in the fourth quarter of 2023. As of the testing date and the period after that date through the issuance date of our financial statements, the Company has observed no indicators of potential goodwill impairment at any point during the period based on its required assessment. |
Intangible assets | Intangible assets Intangible assets with a definite life are amortized over their estimated useful lives using the straight-line method and the amortization expense is recorded within intangible asset amortization in the Consolidated Statements of Operations. If the estimate of a definite-lived intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Definite-lived intangible assets and their related estimated 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 be recoverable. Refer to Note 2: Impairment of property and equipment and definite-lived intangible assets for further details of impairment charges assessed during the years ended December 31, 2023 and 2022. Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. Refer to Note 2: Impairment of property and equipment and definite-lived intangible assets for further details. |
New accounting pronouncements | Recent accounting pronouncements As of January 1, 2023, we adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which later was codified as ASC 326 (CECL). In addition to the adoption of ASC 326, the Company adopted the accompanying Accounting Standard Update ("ASU") No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . Both standards mark a significant change requiring the immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. ASU 2022-02 specifically 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. ASC 326 is intended to improve financial reporting by corporations by requiring earlier recognition of credit losses on loans from corporations, held-to-maturity (HTM) securities, and certain other financial assets. ASC 326 also amended the impairment guidance for available-for-sale (AFS) debt securities in that it eliminated the Other Than Temporary Impairment (OTTI) impairment model. Under Subtopic ASC 326-30, Financial Instruments—Credit Losses—Available-for-Sale Debt Securities , changes in expected cash flows due to credit on AFS debt securities will be recorded through an allowance, rather than permanent write-downs for negative changes and prospective yield adjustments for positive changes, as required by the current OTTI model. ASC 326 replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. For the year ended December 31, 2023, the adoption of ASC 326 did not result in a material effect on the Company’s Consolidated financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires additional disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information increasing transparency of income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segments Disclosures . While ASU 2023-07 requires incremental disclosures, it does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine reportable segments. This ASU is effective for all public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. We do not expect a material impact as a result of adopting this amendment. In October 2023 , the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. No amendments were effective at December 31, 2023. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements. In June 2022 , the FASB issued ASU No. 2022-03 , Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions (“ASC Topic 820”). 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. We are evaluating when to adopt the amendments in ASU 2022-03. We do 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. The Company adopted this guidance and it did not have a material impact on the Company’s Consolidated Financial Statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance, and the effect of the assistance on an entity’s financial statements. The guidance in this update will be effective for fiscal years beginning after December 15, 2023, with early application of the amendments allowed. The amendments are to be applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or, retrospectively to those transactions. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This update amends guidance to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606 ). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted including adoption in an interim period. The Company adopted this guidance and it did not have a material impact on the Company’s Consolidated Financial Statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform — Scope , which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform — Deferral of the Sunset Date of Topic 848 . This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance. |
Organization and significant _3
Organization and significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenues By Product Line | Total bioproduction tools and services revenue for the years ended December 31, 2023, 2022, and 2021 were comprised of the following: Years Ended December 31, (In thousands, except percentages) 2023 2022 2021(1) Product revenue Freezer and thaw $ 50,622 $ 66,682 $ 56,620 Cell processing 65,772 68,509 44,965 Biostorage services 1,301 809 328 Service revenue Freezer and thaw 1,024 74 - Biostorage services 16,527 15,234 9,817 Rental revenue Biostorage services 8,025 10,451 7,426 Total revenue $ 143,271 $ 161,759 $ 119,156 (1) 2021 revenue includes product revenue related to Global Cooling from May 3, 2021 through December 31, 2021 and product revenue related to Sexton from September 1, 2021 through December 31, 2021. |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 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: (In thousands) 2024 Total Rental revenue $ 900 $ 900 Service revenue $ 50 $ 50 |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents computations of basic and diluted earnings per share: Year Ended December 31, (In thousands, except share and earnings per share data) 2023 2022 2021 Basic and diluted loss per common share Numerator: Net loss $ (66,427) $ (139,805) $ (8,908) Net loss attributable to common shareholders (66,427) (139,805) (8,908) Denominator: Weighted-average common shares issued and outstanding 43,719,185 42,481,027 38,503,944 Basic and diluted loss per common share $ (1.52) $ (3.29) $ (0.23) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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, 2023 2022 2021 Stock options and restricted stock awards 647,348 592,446 1,637,745 Warrants — — 18,204 Total 647,348 592,446 1,655,949 |
Schedule of Cash and Cash Equivalents | 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, 2023 and 2022. (In thousands) 2023 2022 Cash and cash equivalents $ 35,407 $ 19,442 Restricted cash 31 31 Total cash, cash equivalents, and restricted cash $ 35,438 $ 19,473 |
Schedule of Revenue from External Customers by Products and Services | Revenue from foreign customers is denominated in United States dollars or euros. Years Ended December 31, Revenue by major product 2023 2022 2021 CryoStor 39 % 36 % 33 % 780XLE Freezer 19 % 22 % 22 % The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Years Ended December 31, Revenue by customers’ geographic locations (1) 2023 2022 2021 United States (2) 80 % 79 % 85 % Europe, Middle East, Africa (EMEA) 16 % 16 % 11 % Other 4 % 5 % 4 % Total revenue 100 % 100 % 100 % (1) During the year ended December 31, 2023, the Company updated its methodology for determining the country of origin for its sales. Sales are now recorded by shipping country rather than billing country. The Company updated the methodology retrospectively, adjusting the prior year presentation for all regions presented. (2) The line item presented above previously bifurcated sales between the United States and Canada. Due to the updated methodology for determining the country of origin for sales, it was noted that Canada no longer was a material location to separately disclose. Canada sales have been included within the "Other" line item in the table above and United States sales has been retained as its own line item to more accurately reflect origin of sales for material regions. The following table represents the Company’s long-lived assets by geographic area as of December 31: (In thousands) 2023 2022 United States $ 33,378 $ 42,829 Netherlands 6,952 5,437 Total $ 40,330 $ 48,266 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, based on the three-tier fair value hierarchy: (In thousands) As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 25,034 $ — $ — $ 25,034 Available-for-sale securities: U.S. government securities 5,170 — — 5,170 Corporate debt securities — 9,674 — 9,674 Other debt securities — 1,992 — 1,992 Total 30,204 11,666 — 41,870 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market accounts $ 11,416 $ — $ — $ 11,416 Available-for-sale securities: U.S. government securities 15,051 — — 15,051 Corporate debt securities — 26,047 — 26,047 Other debt securities — 3,494 — 3,494 Total 26,467 29,541 $ — 56,008 Liabilities: Contingent consideration - business combinations — — 4,456 4,456 Total $ — $ — $ 4,456 $ 4,456 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, (In thousands) 2023 2022 2021 Balance at beginning of period $ 4,456 $ 10,027 $ 7,152 Change in fair value recognized in net loss (2,193) (4,754) 2,875 Payment of contingent consideration earned (2,263) (817) — Balance at end of period $ — $ 4,456 $ 10,027 The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs for the year ended December 31, 2021: (In thousands) 2021 Balance at beginning of period 2,780 Exercised warrants (2,901) Change in fair value recognized in net loss 121 Balance at end of period $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Marketable Securities | The Company’s portfolio of available-for-sale marketable securities consists of the following: December 31, 2023 Amortized Gross unrealized Estimated (In thousands) Gains Losses Available-for-sale securities, current portion U.S. government securities $ 5,169 $ 1 $ — $ 5,170 Corporate debt securities 9,673 5 (4) 9,674 Other debt securities 1,443 1 — 1,444 Total short-term 16,285 7 (4) 16,288 Available-for-sale securities, long-term Other debt securities 545 3 — 548 Total available-for-sale securities $ 16,830 $ 10 $ (4) $ 16,836 (In thousands) Amortized Estimated Due in one year or less $ 16,285 $ 16,288 Due after one year through five years 545 548 Total $ 16,830 $ 16,836 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Raw materials $ 26,219 $ 20,950 Work in progress 7,128 5,680 Finished goods 10,109 8,274 Total $ 43,456 $ 34,904 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lessee, Operating and Finance Lease Term and Discount Rate | 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 December 31, 2023 and 2022: 2023 2022 Weighted average discount rate - operating leases 4.3 % 4.2 % Weighted average discount rate - finance leases 8.3 % 6.1 % Weighted average remaining lease term in years - operating leases 6.4 7.2 Weighted average remaining lease term in years - finance leases 4.1 2.0 |
Lease, Cost | The components of lease expense for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Operating lease costs $ 3,515 $ 3,701 $ 2,817 Financing lease costs 420 174 166 Short-term lease costs 2,037 2,141 1,727 Total operating lease costs 5,972 6,016 4,710 Variable lease costs 1,292 1,104 749 Total lease expense $ 7,264 $ 7,120 $ 5,459 |
Lessee, Operating Lease, Liability, Maturity | Maturities of our lease liabilities as of December 31, 2023 are as follows: (In thousands) Operating Leases Financing Leases 2024 $ 3,400 $ 487 2025 2,960 424 2026 2,655 389 2027 2,280 386 2028 2,042 134 Thereafter 4,896 — Total lease payments 18,233 1,820 Less: interest (2,231) (275) Total present value of lease liabilities $ 16,002 $ 1,545 |
Finance Lease, Liability, to be Paid, Maturity | Maturities of our lease liabilities as of December 31, 2023 are as follows: (In thousands) Operating Leases Financing Leases 2024 $ 3,400 $ 487 2025 2,960 424 2026 2,655 389 2027 2,280 386 2028 2,042 134 Thereafter 4,896 — Total lease payments 18,233 1,820 Less: interest (2,231) (275) Total present value of lease liabilities $ 16,002 $ 1,545 |
Assets held for rent (Tables)
Assets held for rent (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Assets Held for Rent | Assets held for rent consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Shippers placed in service $ 9,866 $ 7,671 Fixed assets held for rent 1,468 4,686 Accumulated depreciation (6,272) (4,952) Net 5,062 7,405 Shippers and related components in production 2,651 1,659 Total $ 7,713 $ 9,064 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Property and equipment Leasehold improvements $ 5,913 $ 5,249 Furniture and computer equipment 820 1,908 Manufacturing and other equipment 19,893 20,557 Construction in-progress 3,953 5,095 Subtotal 30,579 32,809 Less: Accumulated depreciation (9,502) (9,171) Property and equipment, net $ 21,077 $ 23,638 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022: (In thousands) 2023 2022 Accrued expenses $ 6,909 $ 3,128 Accrued taxes 562 975 Accrued compensation 3,800 5,080 Deferred revenue, current 661 548 Other — 51 Total accrued expenses and other current liabilities $ 11,932 $ 9,782 |
Warranty reserve liability (Tab
Warranty reserve liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | A rollforward of our warranty liability is as follows: (In thousands) 2023 2022 2021 Balance at beginning of period $ 8,312 $ 9,398 $ 212 Warranty reserve acquired in the acquisition of Global Cooling — — 3,353 Provision for warranties⁽¹⁾ 3,351 4,463 10,989 Settlements of warranty claims⁽¹⁾ (3,805) (5,549) (5,156) Balance at end of period $ 7,858 $ 8,312 $ 9,398 (1) Both the Provision for warranties and Settlements of warranty claims balances include reclassifications of $1.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively, to reflect changes in warranty utilization on pre-existing claims. |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table represents the components of the carrying value of goodwill for the year ended December 31, 2023: (In thousands) Goodwill Balance as of December 31, 2020 $ 58,449 Goodwill related to Global Cooling acquisition 137,822 Goodwill related to Sexton acquisition 28,470 Balance as of December 31, 2023 and 2022 $ 224,741 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following as of December 31, 2023 and 2022: (In thousands, except weighted average useful life) December 31, 2023 Intangible assets: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life Customer Relationships (1) $ 9,936 $ (4,217) $ 5,719 10.7 Tradenames (1) 8,134 (2,077) 6,057 11.3 Technology - acquired (1) 18,372 (9,123) 9,249 4.1 Non-compete agreements 750 (626) 124 0.8 Total intangible assets $ 37,192 $ (16,043) $ 21,149 7.3 (1) The entirety of the gross carrying values and accumulated amortization of the specified intangible assets above associated with the Freezer Business were impaired during the three months ended September 30, 2023. Refer to Note 2: Impairment of property and equipment and definite-lived intangible assets for more information on the assessed non-cash impairment charges. December 31, 2022 Intangible assets: Gross Carrying Value (1) Accumulated Amortization (1) Net Carrying Value Weighted Average Useful Life (in years) (1) Customer Relationships $ 10,496 $ (3,328) $ 7,168 8.8 Tradenames 11,328 (1,794) 9,534 11.8 Technology - acquired 23,802 (8,705) 15,097 5.3 Non-compete agreements 750 (461) 289 1.8 Total intangible assets $ 46,376 $ (14,288) $ 32,088 8.0 (1) Both the Gross Carrying Value and Accumulated Amortization balances as of December 31, 2022 contain immaterial adjustments to reflect impairments taken during the year ended December 31, 2022 on each of the intangible asset classes presented here. Each intangible asset class was adjusted as follows: Customer relationships: $0.8 million; Tradenames: $2.4 million, Technology - acquired: $4.1 million, Non-compete agreements: $0.4 million. The Weighted Average Useful Life was additionally adjusted to reflect the updated balances subsequent to the impairment charges. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2023, the Company expects to record the following amortization expense: (In thousands) For the Years Ending December 31, Estimated 2024 $ 3,602 2025 3,468 2026 3,358 2027 2,605 2028 1,500 Thereafter 6,616 Total $ 21,149 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consisted of the following as of December 31, 2023 and 2022: December 31, (In thousands) Maturity Date Interest Rate 2023 2022 Global Cooling Term Notes Various 4.0 % 2,596 2,896 Term Loan Jun-26 7.0 % 20,000 20,000 Insurance premium financing Jul-24 8.3 % 1,348 1,074 Freezer equipment loan Dec-25 5.7 % 317 466 Manufacturing equipment loans Oct-25 5.7 % 172 266 Freezer installation loan Various 6.3 % 807 1,078 Other loans Various Various 2 6 Total debt, excluding unamortized debt issuance costs 25,242 25,786 Less: unamortized debt issuance costs (98) (179) Total debt 25,144 25,607 Less: current portion of debt (6,833) (1,814) Total long-term debt $ 18,311 $ 23,793 |
Schedule of Maturities of Long-Term Debt | As of December 31, 2023, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows: (In thousands) Amount 2024 $ 6,830 2025 10,500 2026 5,218 2027 2,596 2028 — Thereafter — Total $ 25,144 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrant activity for the year ended December 31, 2021: 2021 Shares Wtd. Avg. Exercise Price Outstanding at beginning of year 79,100 $ 4.75 Exercised (79,100) 4.75 Outstanding and exercisable at end of year — $ — |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Service Vesting-Based Stock Option Activity | The following is a summary of service vesting-based stock option activity for the year ended December 31, 2023 and 2022, and the status of service vesting-based stock options outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Shares Wtd. Avg. Outstanding as of beginning of year 456,293 $ 2.17 624,531 $ 2.13 Exercised (239,043) 2.12 (161,646) 2.00 Expired — — (6,592) 3.22 Outstanding at end of year 217,250 $ 2.21 456,293 $ 2.17 Stock options exercisable at year end 217,250 $ 2.21 456,293 $ 2.17 |
Schedule of Share-Based Payment Arrangement, Option, Exercise Price Range | The following table summarizes information about service vesting-based stock options outstanding as of December 31, 2023: Range of Exercise Prices Number Outstanding at Weighted Average Weighted Average Exercise $1.00 - 1.50 2,000 2.85 $ 1.49 $1.51 - 2.00 116,500 2.32 1.89 $2.01 - 2.50 84,500 1.36 2.07 $2.51 - 8.60 14,250 3.92 5.69 217,250 2.06 $ 2.21 |
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following is a summary of service vesting-based restricted stock activity for the years ended December 31, 2023 and 2022, and the status of unvested service vesting-based restricted stock outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Grant Shares Wtd. Avg. Grant Outstanding as of beginning of year 1,879,215 $ 28.94 1,212,783 $ 37.48 Granted 1,907,101 13.12 1,373,909 25.26 Vested (1,237,221) 24.97 (569,535) 35.51 Forfeited (236,197) 25.88 (137,942) 40.19 Non-vested at year end 2,312,898 $ 18.32 1,879,215 $ 28.94 The following is a summary of market-based restricted stock activity under our stock option plan for the years ended December 31, 2023 and 2022 and the status of market-based restricted stock outstanding as of December 31, 2023 and 2022: 2023 2022 Shares Wtd. Avg. Grant Date Fair Shares Wtd. Avg. Grant Date Fair Outstanding as of beginning of year 271,044 $ 30.64 139,756 $ 19.86 Granted 268,738 24.23 349,568 22.66 Vested (30,616) 51.65 (218,280) 10.95 Non-vested at year end 509,166 $ 26.00 271,044 $ 30.64 |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | We recorded total stock compensation expense for the years ended December 31, 2023, 2022, and 2021, as follows: 2023 2022 2021 Research and development costs $ 5,631 $ 3,176 $ 1,906 Sales and marketing costs 5,620 3,649 1,788 General and administrative costs 14,937 14,066 8,061 Cost of revenue 5,482 4,443 2,201 Total $ 31,670 $ 25,334 $ 13,956 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following are the domestic and foreign components of the Company's loss before income taxes: Year Ended December 31, (In thousands) 2023 2022 2021 Domestic $ (67,296) $ (146,091) $ (28,590) Foreign 1,038 1,264 (436) Total $ (66,258) $ (144,827) $ (29,026) |
Schedule of Components of Income Tax Expense (Benefit) | consists of the following: Year Ended December 31, (In thousands) 2023 2022 2021 Current: Federal $ — $ — $ — State 46 11 — Foreign 185 205 9 Total current tax provision 231 216 9 Deferred: Federal (62) (2,924) (17,703) State — (2,314) (2,424) Foreign — — — Total deferred tax benefit (62) (5,238) (20,127) Income tax expense (benefit) $ 169 $ (5,022) $ (20,118) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2023 2022 2021 Federal statutory tax 21 % 21 % 21 % State tax, net of federal benefit 4 % 3 % 7 % Stock compensation (2 %) — 36 % Sec. 162(m) limitation on executive compensation (2 %) (1 %) (11 %) Fair value change in contingent consideration 1 % 1 % (2 %) Transaction costs — — (1 %) Gain on stock acquisition — — 5 % Tax credits 1 % 1 % — Change in valuation allowance (25 %) (21 %) 20 % Expired net operating losses — — (5 %) Gain on escrow settlement 2 % — — % Other — — (1 %) Total — 4 % 69 % |
Schedule of Deferred Tax Assets and Liabilities | The principal components of the Company’s net deferred tax assets are as follows as of December 31, 2023 and 2022: (In thousands) 2023 2022 Deferred tax assets related to: Net operating loss carryforwards $ 35,505 $ 29,102 Stock-based compensation 3,008 3,207 Accruals and reserves 3,590 3,724 Inventory 1,408 425 Fixed assets 585 — Lease liabilities 3,950 3,653 Tax credit carryforward 2,226 1,423 Capitalized research and development 4,818 2,405 Other 875 445 Total deferred tax assets 55,965 44,384 Deferred tax liabilities related to: Intangibles (3,696) (6,150) Right-of-use assets (2,500) (3,458) Fair value change in investments (440) (447) Fixed assets — (1,177) Total deferred tax liabilities (6,636) (11,232) Net deferred tax (liabilities) assets before valuation allowance 49,329 33,152 Less: valuation allowance (49,517) (33,402) Net deferred tax liabilities $ (188) $ (250) |
Summary of Valuation Allowance | The changes in the valuation allowance for deferred tax assets were as follows: (In thousands) 2023 2022 2021 Balance at beginning of period $ 33,402 $ 2,993 $ 8,498 Deferred tax liabilities assumed through acquisitions — — (8,498) Charged to income tax expense 16,115 30,409 2,993 Balance at end of period $ 49,517 $ 33,402 $ 2,993 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending balances of uncertain tax positions in the years ended December 31, 2023 and 2022 is as follows: (In thousands) 2023 2022 Balance at beginning of period $ 610 $ 255 Increase related to prior year tax positions 20 170 Increase related to current year tax positions 324 185 Balance at end of period $ 954 $ 610 |
Acquisitions (Tables)
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 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 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 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 Total revenue $ 143,732 Net income (loss) $ (16,375) |
Organization and significant _4
Organization and significant accounting policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 USD ($) | Nov. 30, 2020 USD ($) | Dec. 31, 2023 USD ($) reportable_segment reporting_unit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Short-Term Debt [Line Items] | |||||
Number of reportable segments | reportable_segment | 1 | ||||
Number of reportable units | reporting_unit | 1 | ||||
Contract with customer, liability, revenue recognized | $ 400,000 | ||||
Inventory write-down | 5,700,000 | ||||
Impairment of intangible assets (excluding goodwill) | 5,800,000 | $ 110,400,000 | $ 0 | ||
Unrecognized tax benefits | 954,000 | 610,000 | 255,000 | ||
Sales and excise tax payable | 5,400,000 | 3,700,000 | |||
Advertising expense | 1,500,000 | $ 800,000 | $ 600,000 | ||
Interest Expense | |||||
Short-Term Debt [Line Items] | |||||
Sales and excise tax payable | $ 400,000 | ||||
Customer Concentration Risk | Revenue Benchmark | One Customer | |||||
Short-Term Debt [Line Items] | |||||
Concentration risk, percentage | 16% | 18% | 17% | ||
Customer Concentration Risk | Accounts Receivable | One Customer | |||||
Short-Term Debt [Line Items] | |||||
Concentration risk, percentage | 14% | ||||
Customer Concentration Risk | Accounts Receivable | Two Customers | |||||
Short-Term Debt [Line Items] | |||||
Concentration risk, percentage | 26% | ||||
Supplier Concentration Risk | Accounts Payable | One Supplier | |||||
Short-Term Debt [Line Items] | |||||
Concentration risk, percentage | 12% | 23% | |||
Tax Attributes Carried Forward | |||||
Short-Term Debt [Line Items] | |||||
Unrecognized tax benefits | $ 2,200,000 | ||||
Assets Held for Rent | |||||
Short-Term Debt [Line Items] | |||||
Property, plant and equipment, useful life (year) | 3 years | ||||
Impairment of intangible assets (excluding goodwill) | $ 0 | $ 0 | $ 0 | ||
Minimum | |||||
Short-Term Debt [Line Items] | |||||
Property, plant and equipment, useful life (year) | 3 years | ||||
Standard warranty, term | 1 year | ||||
Maximum | |||||
Short-Term Debt [Line Items] | |||||
Property, plant and equipment, useful life (year) | 10 years | ||||
Standard warranty, term | 7 years | ||||
Series A-1 and A-2, Preferred Stock | |||||
Short-Term Debt [Line Items] | |||||
Equity securities without readily determinable fair value, amount | $ 4,100,000 | 4,100,000 | |||
Series E Preferred Stock | |||||
Short-Term Debt [Line Items] | |||||
Equity securities without readily determinable fair value, amount | 995,000 | 995,000 | |||
Convertible Debt Securities | |||||
Short-Term Debt [Line Items] | |||||
Debt securities, gain (loss), total | $ 0 | $ 700,000 | $ 0 | ||
Contingent Convertible Preferred Stock | Series A-2 Preferred Stock | |||||
Short-Term Debt [Line Items] | |||||
Equity securities without readily determinable fair value, amount | $ 1,000,000 | ||||
Contingent Convertible Preferred Stock | Preferred Stock, Class E | |||||
Short-Term Debt [Line Items] | |||||
Contingent milestone payment | $ 200,000 | 2,000,000 | |||
Contingent Convertible Preferred Stock | Preferred Stock, Class E | PanTHERA Cryosolutions Investment | |||||
Short-Term Debt [Line Items] | |||||
Equity securities without readily determinable fair value, amount | $ 995,000 |
Organization and significant _5
Organization and significant accounting policies - Schedule of Revenues By Product Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | $ 143,271 | $ 161,759 | $ 119,156 |
Freezer and thaw | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | 50,622 | 66,682 | 56,620 |
Cell processing | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | 65,772 | 68,509 | 44,965 |
Biostorage services | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | 1,301 | 809 | 328 |
Freezer and thaw | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | 1,024 | 74 | 0 |
Biostorage services | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | 16,527 | 15,234 | 9,817 |
Biostorage services | |||
Disaggregation of Revenue [Line Items] | |||
Total product, service, and rental revenue | $ 8,025 | $ 10,451 | $ 7,426 |
Organization and significant _6
Organization and significant accounting policies - Summary of Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Rental revenue | |
Revenue, remaining performance obligation, amount | $ 900 |
Service revenue | |
Revenue, remaining performance obligation, amount | 50 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Rental revenue | |
Revenue, remaining performance obligation, amount | $ 900 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Service revenue | |
Revenue, remaining performance obligation, amount | $ 50 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Rental revenue | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Service revenue | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Organization and significant _7
Organization and significant accounting policies - Calculation of Basic and Diluted Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (66,427) | $ (139,805) | $ (8,908) |
Net loss attributable to common shareholders | $ (66,427) | $ (139,805) | $ (8,908) |
Denominator: | |||
Weighted-average common shares outstanding (in shares) | 43,719,185 | 42,481,027 | 38,503,944 |
Weighted-average common shares outstanding (in shares) | 43,719,185 | 42,481,027 | 38,503,944 |
Basic (loss) earnings per common share (in dollars per share) | $ (1.52) | $ (3.29) | $ (0.23) |
Diluted loss per common share (in dollars per share) | $ (1.52) | $ (3.29) | $ (0.23) |
Organization and significant _8
Organization and significant accounting policies - Anti-dilutive (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 647,348 | 592,446 | 1,655,949 |
Stock options and restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 647,348 | 592,446 | 1,637,745 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 | 18,204 |
Organization and significant _9
Organization and significant accounting policies - Summary of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 35,407 | $ 19,442 |
Restricted cash | 31 | 31 |
Total cash, cash equivalents, and restricted cash | $ 35,438 | $ 19,473 |
Organization and significant_10
Organization and significant accounting policies - Concentrations Risk by Geographic Locations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-lived assets | $ 40,330 | $ 48,266 | |
United States | |||
Long-lived assets | 33,378 | 42,829 | |
Netherlands | |||
Long-lived assets | $ 6,952 | $ 5,437 | |
Revenue Benchmark | Product Concentration Risk | CryoStor | |||
Revenue | 39% | 36% | 33% |
Revenue Benchmark | Product Concentration Risk | 780XLE Freezer | |||
Revenue | 19% | 22% | 22% |
Revenue Benchmark | Geographic Concentration Risk | |||
Revenue | 100% | 100% | 100% |
Revenue Benchmark | Geographic Concentration Risk | United States | |||
Revenue | 80% | 79% | 85% |
Revenue Benchmark | Geographic Concentration Risk | Europe, Middle East, Africa (EMEA) | |||
Revenue | 16% | 16% | 11% |
Revenue Benchmark | Geographic Concentration Risk | Other | |||
Revenue | 4% | 5% | 4% |
Impairment of property and eq_2
Impairment of property and equipment and definite-lived intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of long-lived assets | $ 9,727 | $ 0 | $ 0 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset impairment charges | |||
Technology - acquired | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 4,100 | |||
Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 800 | |||
Tradenames | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 2,400 | |||
Non-compete agreements | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 400 | |||
Freezer Business | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of long-lived assets | $ 9,700 | |||
Impairment of intangible assets, finite-lived | 5,800 | |||
Freezer Business | Technology - acquired | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 3,100 | |||
Freezer Business | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 200 | |||
Freezer Business | Tradenames | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 2,500 | |||
Global Cooling | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 67,400 | |||
Global Cooling | Technology - acquired | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 14,100 | |||
Global Cooling | Customer Relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 6,200 | |||
Global Cooling | Tradenames | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | 21,900 | |||
Global Cooling | Non-compete agreements | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 800 |
Fair value measurement - Narrat
Fair value measurement - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 01, 2020 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of contingent consideration, increase (decrease) | $ (2,193) | $ (4,754) | $ 2,875 | |
SciSafe Holdings, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration - business combinations | 4,300 | $ 3,700 | ||
Change in fair value of contingent consideration, increase (decrease) | $ 2,100 | $ 5,600 | ||
Measurement Input, Discount Rate | SciSafe Holdings, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration, liability, measurement input | 0.045 | |||
Measurement Input, Risk Free Interest Rate | SciSafe Holdings, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration, liability, measurement input | 0.002 | |||
Measurement Input Asset Volatility | SciSafe Holdings, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration, liability, measurement input | 0.60 | |||
Measurement Input, Revenue Volatility | SciSafe Holdings, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration, liability, measurement input | 0.15 |
Fair value measurement - Financ
Fair value measurement - Financial Assets and Liabilities on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | $ 16,836 | |
Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 41,870 | $ 56,008 |
Contingent consideration - business combinations | 4,456 | |
Liabilities | 4,456 | |
Fair Value, Recurring | U.S. government securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 5,170 | 15,051 |
Fair Value, Recurring | Corporate debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 9,674 | 26,047 |
Fair Value, Recurring | Other debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 1,992 | 3,494 |
Fair Value, Recurring | Money market accounts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 25,034 | 11,416 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 30,204 | 26,467 |
Contingent consideration - business combinations | 0 | |
Liabilities | 0 | |
Fair Value, Recurring | Level 1 | U.S. government securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 5,170 | 15,051 |
Fair Value, Recurring | Level 1 | Corporate debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 1 | Other debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 1 | Money market accounts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 25,034 | 11,416 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 11,666 | 29,541 |
Contingent consideration - business combinations | 0 | |
Liabilities | 0 | |
Fair Value, Recurring | Level 2 | U.S. government securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 9,674 | 26,047 |
Fair Value, Recurring | Level 2 | Other debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 1,992 | 3,494 |
Fair Value, Recurring | Level 2 | Money market accounts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Contingent consideration - business combinations | 4,456 | |
Liabilities | 4,456 | |
Fair Value, Recurring | Level 3 | U.S. government securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 3 | Other debt securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market accounts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair value measurement - Fair V
Fair value measurement - Fair Value of Contingent Consideration Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent Consideration Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 4,456 | $ 10,027 | $ 7,152 |
Change in fair value recognized in net loss | (2,193) | (4,754) | 2,875 |
Payment of contingent consideration earned | (2,263) | (817) | 0 |
Ending balance | 0 | 4,456 | 10,027 |
Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | 2,780 | |
Exercised warrants | (2,901) | ||
Change in fair value recognized in net loss | 121 | ||
Ending balance | $ 0 | $ 2,780 |
Investments - Available-For-Sal
Investments - Available-For-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost, current portion | $ 16,285 | |
Gross unrealized Gains, current portion | 7 | |
Gross unrealized Losses, current portion | (4) | |
Available-for-sale securities, current portion | 16,288 | $ 43,260 |
Amortized Cost, long term | 545 | |
Available-for-sale securities, long term | 548 | 1,332 |
Total | 16,830 | |
Total marketable securities, Gross unrealized Gains | 10 | |
Total marketable securities, Gross unrealized Losses | (4) | |
Estimated Fair Value, Total marketable securities | 16,836 | |
Amortized Cost | ||
Due in one year or less | 16,285 | |
Due after one year through five years | 545 | |
Total | 16,830 | |
Estimated Fair Value | ||
Due in one year or less | 16,288 | $ 43,260 |
Due after one year through five years | 548 | |
Total | 16,836 | |
U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost, current portion | 5,169 | |
Gross unrealized Gains, current portion | 1 | |
Gross unrealized Losses, current portion | 0 | |
Available-for-sale securities, current portion | 5,170 | |
Amortized Cost | ||
Due in one year or less | 5,169 | |
Estimated Fair Value | ||
Due in one year or less | 5,170 | |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost, current portion | 9,673 | |
Gross unrealized Gains, current portion | 5 | |
Gross unrealized Losses, current portion | (4) | |
Available-for-sale securities, current portion | 9,674 | |
Amortized Cost | ||
Due in one year or less | 9,673 | |
Estimated Fair Value | ||
Due in one year or less | 9,674 | |
Other debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost, current portion | 1,443 | |
Gross unrealized Gains, current portion | 1 | |
Gross unrealized Losses, current portion | 0 | |
Available-for-sale securities, current portion | 1,444 | |
Amortized Cost, long term | 545 | |
Gross unrealized Gains, long term | 3 | |
Gross unrealized losses, long term | 0 | |
Available-for-sale securities, long term | 548 | |
Amortized Cost | ||
Due in one year or less | 1,443 | |
Due after one year through five years | 545 | |
Estimated Fair Value | ||
Due in one year or less | $ 1,444 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Series A-1 and A-2, Preferred Stock | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Equity securities without readily determinable fair value, amount | $ 4,100 | $ 4,100 |
Series E Preferred Stock | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Equity securities without readily determinable fair value, amount | $ 995 | $ 995 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 26,219 | $ 20,950 |
Work in progress | 7,128 | 5,680 |
Finished goods | 10,109 | 8,274 |
Total | $ 43,456 | $ 34,904 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory write-down | $ 5.7 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Real Estate Lease | Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 3 years |
Operating lease, remaining lease term | 1 year |
Operating lease, renewal term | 1 year |
Real Estate Lease | Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 11 years |
Operating lease, remaining lease term | 8 years |
Operating lease, renewal term | 5 years |
Vehicle and Other Equipment | Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 4 years |
Operating lease, remaining lease term | 1 year |
Vehicle and Other Equipment | Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 5 years |
Operating lease, remaining lease term | 5 years |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average discount rate - operating leases | 4.30% | 4.20% |
Weighted average discount rate - finance leases | 8.30% | 6.10% |
Weighted average remaining lease term in years - operating leases | 6 years 4 months 24 days | 7 years 2 months 12 days |
Weighted average remaining lease term in years - finance leases | 4 years 1 month 6 days | 2 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 3,515 | $ 3,701 | $ 2,817 |
Financing lease costs | 420 | 174 | 166 |
Short-term lease costs | 2,037 | 2,141 | 1,727 |
Total operating lease costs | 5,972 | 6,016 | 4,710 |
Variable lease costs | 1,292 | 1,104 | 749 |
Total lease expense | $ 7,264 | $ 7,120 | $ 5,459 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 3,400 |
2025 | 2,960 |
2026 | 2,655 |
2027 | 2,280 |
2028 | 2,042 |
Thereafter | 4,896 |
Total lease payments | 18,233 |
Less: interest | (2,231) |
Total present value of lease liabilities | 16,002 |
Financing Leases | |
2024 | 487 |
2025 | 424 |
2026 | 389 |
2027 | 386 |
2028 | 134 |
Thereafter | 0 |
Total lease payments | 1,820 |
Less: interest | (275) |
Total present value of lease liabilities | $ 1,545 |
Assets held for rent - Schedule
Assets held for rent - Schedule of Assets Held for Rent (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Shippers placed in service | $ 9,866 | $ 7,671 |
Fixed assets held for rent | 1,468 | 4,686 |
Accumulated depreciation | (6,272) | (4,952) |
Net | 5,062 | 7,405 |
Shippers and related components in production | 2,651 | 1,659 |
Total | $ 7,713 | $ 9,064 |
Assets held for rent - Narrativ
Assets held for rent - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Assets held for rent, depreciation expense | $ 3.5 | $ 3.5 | $ 1.9 |
Property and equipment - Schedu
Property and equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 30,579 | $ 32,809 |
Less: Accumulated depreciation | (9,502) | (9,171) |
Property and equipment, net | 21,077 | 23,638 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 5,913 | 5,249 |
Furniture and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 820 | 1,908 |
Manufacturing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 19,893 | 20,557 |
Construction in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 3,953 | $ 5,095 |
Property and equipment - Narrat
Property and equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3.6 | $ 3.3 | $ 2.9 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Accrued expenses | $ 6,909 | $ 3,128 |
Accrued taxes | 562 | 975 |
Accrued compensation | 3,800 | 5,080 |
Deferred revenue, current | 661 | 548 |
Other | 0 | 51 |
Total accrued expenses and other current liabilities | $ 11,932 | $ 9,782 |
Warranty reserve liability - Sc
Warranty reserve liability - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Beginning balance | $ 8,312 | $ 9,398 | $ 212 |
Warranty reserve acquired in the acquisition of Global Cooling | 0 | 0 | 3,353 |
Provision for warranties | 3,351 | 4,463 | 10,989 |
Settlements of warranty claims | (3,805) | (5,549) | (5,156) |
Ending balance | $ 7,858 | $ 8,312 | $ 9,398 |
Warranty reserve liability - Na
Warranty reserve liability - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | ||
Immaterial reclassifications | $ 1.6 | $ 1.1 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 58,449 |
Ending balance | 224,741 |
Global Cooling | |
Goodwill [Roll Forward] | |
Goodwill related to acquisition | 137,822 |
Sexton Biotechnologies, Inc. | |
Goodwill [Roll Forward] | |
Goodwill related to acquisition | $ 28,470 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (14,288) | $ (16,043) |
Total | 21,149 | |
Intangible assets, gross | 46,376 | 37,192 |
Intangible assets, net | $ 32,088 | $ 21,149 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 8 years | 7 years 3 months 18 days |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 10,496 | $ 9,936 |
Accumulated Amortization | (3,328) | (4,217) |
Total | 7,168 | $ 5,719 |
Impairment of intangible assets, finite-lived | $ 800 | |
Customer Relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 8 years 9 months 18 days | 10 years 8 months 12 days |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 11,328 | $ 8,134 |
Accumulated Amortization | (1,794) | (2,077) |
Total | 9,534 | $ 6,057 |
Impairment of intangible assets, finite-lived | $ 2,400 | |
Tradenames | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 11 years 9 months 18 days | 11 years 3 months 18 days |
Technology - acquired | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 23,802 | $ 18,372 |
Accumulated Amortization | (8,705) | (9,123) |
Total | 15,097 | $ 9,249 |
Impairment of intangible assets, finite-lived | $ 4,100 | |
Technology - acquired | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 5 years 3 months 18 days | 4 years 1 month 6 days |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 750 | $ 750 |
Accumulated Amortization | (461) | (626) |
Total | 289 | $ 124 |
Impairment of intangible assets, finite-lived | $ 400 | |
Non-compete agreements | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 1 year 9 months 18 days | 9 months 18 days |
Goodwill and intangible asset_4
Goodwill and intangible assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of intangible assets (excluding goodwill) | $ 5,800,000 | $ 110,400,000 | $ 0 |
Intangible asset amortization | $ 5,181,000 | $ 9,697,000 | $ 8,202,000 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 3,602 |
2025 | 3,468 |
2026 | 3,358 |
2027 | 2,605 |
2028 | 1,500 |
Thereafter | 6,616 |
Total | $ 21,149 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 05, 2023 | May 03, 2021 | |
Other Commitments [Line Items] | ||||||
Sales and excise tax payable | $ 5,400 | $ 3,700 | ||||
Common stock, shares issued (in shares) | 45,167,225 | 42,832,231 | ||||
Common stock, shares outstanding (in shares) | 45,167,225 | 42,832,231 | ||||
Gain on settlement of Global Cooling escrow | $ 5,100 | $ 5,115 | $ 0 | $ 0 | ||
GCI Escrow | ||||||
Other Commitments [Line Items] | ||||||
Common stock, shares issued (in shares) | 6,646,870 | |||||
GCI Escrow | General Escrow Shares | ||||||
Other Commitments [Line Items] | ||||||
Shares deposited into escrow, percent | 5% | |||||
GCI Escrow | General Escrow Shares | Settled Litigation | ||||||
Other Commitments [Line Items] | ||||||
Shares deposited into escrow, percent | 65% | |||||
Common stock, shares outstanding (in shares) | 216,024 | |||||
GCI Escrow | Escrow Shares | ||||||
Other Commitments [Line Items] | ||||||
Shares deposited into escrow, percent | 9% | |||||
Shares deposited into escrow, holding term | 18 months |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) $ in Thousands | 1 Months Ended | ||||
Sep. 20, 2022 USD ($) | May 31, 2021 USD ($) note | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Number of term notes assumed | note | 3 | ||||
Total debt, excluding unamortized debt issuance costs | $ 25,242 | $ 25,786 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 20,300 | ||||
Interest Rate | 6.70% | ||||
Term loan agreement | $ 60,000 | ||||
Agreement provides for borrowings | 30,000 | ||||
Options to borrow | 10,000 | ||||
Milestone achievements | 10,000 | ||||
Discretion of lender | 10,000 | ||||
Proceeds from debt | $ 20,000 | ||||
Interest rate, maximum stated percentage for each tranche borrowed | 1% | ||||
Debt instrument, balloon payment due | $ 1,200 | ||||
Prime Rate | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest at a floating rate | 0.50% | ||||
Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Total debt, excluding unamortized debt issuance costs | $ 4,400 | ||||
Debt instrument, face amount | $ 4,600 | ||||
Notes Payable | Advantage Term Note 1 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 1,400 | ||||
Notes Payable | Advantage Term Note 2 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 1,400 | ||||
Notes Payable | Enhanced Term Note | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,800 | ||||
Interest Rate | 4% | ||||
Notes Payable | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest at a floating rate | 6.50% |
Long-term debt - Long-term Debt
Long-term debt - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt, excluding unamortized debt issuance costs | $ 25,242 | $ 25,786 |
Less: unamortized debt issuance costs | (98) | (179) |
Total | 25,144 | 25,607 |
Less: current portion of debt | (6,833) | (1,814) |
Debt, long-term | $ 18,311 | $ 23,793 |
Global Cooling Term Notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4% | 4% |
Total debt, excluding unamortized debt issuance costs | $ 2,596 | $ 2,896 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7% | 7% |
Total debt, excluding unamortized debt issuance costs | $ 20,000 | $ 20,000 |
Insurance premium financing | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.30% | 8.30% |
Total debt, excluding unamortized debt issuance costs | $ 1,348 | $ 1,074 |
Freezer equipment loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.70% | 5.70% |
Total debt, excluding unamortized debt issuance costs | $ 317 | $ 466 |
Manufacturing equipment loans | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.70% | 5.70% |
Total debt, excluding unamortized debt issuance costs | $ 172 | $ 266 |
Freezer installation loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.30% | 6.30% |
Total debt, excluding unamortized debt issuance costs | $ 807 | $ 1,078 |
Other loans | ||
Debt Instrument [Line Items] | ||
Total debt, excluding unamortized debt issuance costs | 2 | 6 |
Total long-term debt | ||
Debt Instrument [Line Items] | ||
Debt, long-term | $ 18,311 | $ 23,793 |
Long-term debt - Maturities of
Long-term debt - Maturities of Loans Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 6,830 | |
2025 | 10,500 | |
2026 | 5,218 | |
2027 | 2,596 | |
2028 | 0 | |
Thereafter | 0 | |
Total | $ 25,144 | $ 25,607 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - shares | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor Obligations [Line Items] | |||
Class of warrant or right, exercised during period (in shares) | 79,100 | 79,100 | |
Warrants Exercised | |||
Guarantor Obligations [Line Items] | |||
Class of warrant or right, exercised during period (in shares) | 79,100 | ||
Cashless warrant exercises (in shares) | 70,030 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Balance (in shares) | 0 | 79,100 |
Exercised, number of shares (in shares) | (79,100) | (79,100) |
Balance (in shares) | 0 | |
Wtd. Avg. Exercise Price | ||
Balance (in dollars per share) | $ 0 | $ 4.75 |
Exercised, weighted average exercise price (in dollars per share) | 4.75 | |
Balance (in dollars per share) | $ 0 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) | 4 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||
Oct. 19, 2023 USD ($) shares | Jan. 03, 2023 USD ($) peer shares | Feb. 24, 2022 USD ($) peer shares | Feb. 08, 2021 USD ($) shares | Mar. 25, 2020 shares | Aug. 30, 2022 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jul. 21, 2023 shares | Jun. 30, 2022 shares | Jun. 30, 2021 shares | Jul. 31, 2020 shares | May 31, 2017 shares | Dec. 31, 2013 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Vesting period (in years) | 4 years | |||||||||||||||
Share-based payment arrangement, expense | $ 31,670,000 | $ 25,334,000 | $ 13,956,000 | |||||||||||||
Weighted average remaining contractual life (Year) | 2 years 21 days | |||||||||||||||
Number of peers | peer | 20 | 20 | ||||||||||||||
Service vesting-based restricted stock | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Unvested restricted stock awards (in shares) | shares | 2,312,898 | 2,312,898 | 1,879,215 | 1,212,783 | ||||||||||||
Share-based payment arrangement, expense | $ 200,000 | $ 25,200,000 | $ 21,000,000 | $ 12,700,000 | ||||||||||||
Unrecognized compensation costs for service vesting-based stock options | $ 37,800,000 | 37,800,000 | ||||||||||||||
Aggregate fair value of the service vesting-based awards granted | 25,000,000 | 34,700,000 | 37,800,000 | |||||||||||||
Aggregate fair value of the service vesting-based awards that vested | $ 20,500,000 | $ 12,600,000 | 15,900,000 | |||||||||||||
Grants in period (in shares) | shares | 1,907,101 | 1,373,909 | ||||||||||||||
Period for recognition (Year) | 2 years 8 months 12 days | |||||||||||||||
Granted (in dollars per share) | $ / shares | $ 13.12 | $ 25.26 | ||||||||||||||
Vesting to current employees (in shares) | shares | 1,237,221 | 569,535 | ||||||||||||||
Service vesting-based restricted stock | Executive Officer | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Share-based payment arrangement, expense | $ 666,000 | |||||||||||||||
Grants in period (in shares) | shares | 21,566 | 22,675 | ||||||||||||||
Service vesting-based restricted stock | Executive Officer | Share-Based Payment Arrangement, Tranche One | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Award vesting percentage | 25% | |||||||||||||||
Service vesting-based restricted stock | Executive Officer | Share-Based Payment Arrangement, Tranche Two | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Award vesting percentage | 25% | |||||||||||||||
Service vesting-based restricted stock | Executive Officer | Share-Based Payment Arrangement, Tranche Three | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Award vesting percentage | 25% | |||||||||||||||
Service vesting-based restricted stock | Executive Officer | Share-Based Payment Arrangement, Tranche Four | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Award vesting percentage | 25% | |||||||||||||||
Service vesting-based stock options | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Options, outstanding (in shares) | shares | 217,250 | 217,250 | 456,293 | 624,531 | ||||||||||||
Share-based payment arrangement, expense | $ 25,000 | |||||||||||||||
Aggregate intrinsic value of outstanding service vesting-based stock options | $ 3,100,000 | $ 3,100,000 | ||||||||||||||
Aggregate intrinsic value of exercisable service vesting-based stock options | 3,100,000 | 3,100,000 | ||||||||||||||
Intrinsic value of service vesting-based awards exercised | $ 3,900,000 | $ 4,100,000 | $ 6,900,000 | |||||||||||||
Service based-vesting options granted (in shares) | shares | 0 | 0 | 0 | |||||||||||||
Weighted average remaining contractual life (Year) | 2 years 1 month 6 days | |||||||||||||||
Unrecognized compensation costs for service vesting-based stock options | $ 0 | $ 0 | ||||||||||||||
Market-based restricted stock | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Unvested restricted stock awards (in shares) | shares | 150,155 | 509,166 | 509,166 | 271,044 | 139,756 | |||||||||||
Share-based payment arrangement, expense | $ 1,700,000 | $ 6,800,000 | $ 6,700,000 | $ 6,500,000 | $ 4,300,000 | $ 1,400,000 | ||||||||||
Unrecognized compensation costs for service vesting-based stock options | $ 3,300,000 | $ 3,300,000 | ||||||||||||||
Aggregate fair value of the service vesting-based awards granted | $ 1,300,000 | |||||||||||||||
Grants in period (in shares) | shares | 30,616 | 218,280 | 30,616 | 109,140 | 268,738 | 349,568 | ||||||||||
Period for recognition (Year) | 1 year | |||||||||||||||
Granted (in dollars per share) | $ / shares | $ 24.23 | $ 22.66 | ||||||||||||||
Performance-based awards granted | $ 6,500,000 | $ 6,700,000 | 1,800,000 | |||||||||||||
Aggregate fair value of the performance-based awards | $ 700,000 | $ 5,000,000 | 10,200,000 | |||||||||||||
Total shareholder return attainment (percent) | 100% | 200% | ||||||||||||||
Vesting to current employees (in shares) | shares | 30,616 | 218,280 | ||||||||||||||
Historical volatility | 78% | 78% | 68% | |||||||||||||
Dividend yield | 0% | 0% | 0% | |||||||||||||
Risk-free interest rate | 4.40% | 0.30% | 0.10% | |||||||||||||
Measurement date with a maturity period (Year) | 2 years | 2 years | 2 years | |||||||||||||
Market-based restricted stock | Minimum | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Total shareholder return attainment (percent) | 0% | 0% | 0% | |||||||||||||
Market-based restricted stock | Maximum | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Total shareholder return attainment (percent) | 200% | 200% | 200% | |||||||||||||
Market-based restricted stock | Executive Officer | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Grants in period (in shares) | shares | 268,738 | 240,428 | ||||||||||||||
Historical volatility | 63% | |||||||||||||||
Dividend yield | 0% | |||||||||||||||
Risk-free interest rate | 1.50% | |||||||||||||||
Market-based restricted stock | Executive Officer | Michael Rice | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Grants in period (in shares) | shares | 99,038 | 70,094 | ||||||||||||||
Market-based Restricted Stock Second Issuance | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Aggregate fair value of the service vesting-based awards granted | 1,200,000 | |||||||||||||||
The 2013 Performance Incentive Plan | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | shares | 8,500,000 | 6,500,000 | 5,000,000 | 4,100,000 | 3,100,000 | |||||||||||
Options, outstanding (in shares) | shares | 217,000 | 217,000 | ||||||||||||||
Unvested restricted stock awards (in shares) | shares | 1,600,000 | 1,600,000 | ||||||||||||||
The 2023 Performance Incentive Plan | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | shares | 4,200,000 | |||||||||||||||
The 2023 Performance Incentive Plan | Service vesting-based restricted stock | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Unvested restricted stock awards (in shares) | shares | 1,200,000 | 1,200,000 | ||||||||||||||
Management Performance Bonus Plan 2017 | Performance-based stock options | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||
Share-based payment arrangement, expense | $ 0 | $ 0 | 0 | |||||||||||||
Intrinsic value of service vesting-based awards exercised | $ 0 | $ 0 | $ 27,400,000 | |||||||||||||
Service based-vesting options granted (in shares) | shares | 0 | 0 | 0 |
Stock-based compensation - Stoc
Stock-based compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Exercised (in shares) | (161,646) | |
Wtd. Avg. Exercise Price | ||
Outstanding as of end of period (in dollars per share) | $ 2.21 | |
Service vesting-based stock options | ||
Shares | ||
Outstanding as of beginning of period (in shares) | 456,293 | 624,531 |
Exercised (in shares) | (239,043) | (161,646) |
Expired (in shares) | 0 | (6,592) |
Outstanding at end of year (in shares) | 217,250 | 456,293 |
Stock options exercisable at year end (in shares) | 217,250 | 456,293 |
Wtd. Avg. Exercise Price | ||
Outstanding as of beginning of period (in dollars per share) | $ 2.17 | $ 2.13 |
Exercised (in dollars per share) | 2.12 | 2 |
Expired (in dollars per share) | 0 | 3.22 |
Outstanding as of end of period (in dollars per share) | 2.21 | 2.17 |
Stock options exercisable at year end (in dollars per share) | $ 2.21 | $ 2.17 |
Stock-based compensation - Shar
Stock-based compensation - Shares Authorized Under Stock Option Plan (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares outstanding | shares | 217,250 |
Weighted Average Remaining Contractual Life | 2 years 21 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.21 |
$1.00 - 1.50 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Option, exercise price range, lower range limit | 1 |
Option, exercise price range, upper range limit | $ 1.50 |
Shares outstanding | shares | 2,000 |
Weighted Average Remaining Contractual Life | 2 years 10 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 1.49 |
$1.51 - 2.00 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Option, exercise price range, lower range limit | 1.51 |
Option, exercise price range, upper range limit | $ 2 |
Shares outstanding | shares | 116,500 |
Weighted Average Remaining Contractual Life | 2 years 3 months 25 days |
Weighted Average Exercise Price (in dollars per share) | $ 1.89 |
$2.01 - 2.50 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Option, exercise price range, lower range limit | 2.01 |
Option, exercise price range, upper range limit | $ 2.50 |
Shares outstanding | shares | 84,500 |
Weighted Average Remaining Contractual Life | 1 year 4 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.07 |
$2.51 - 8.60 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Option, exercise price range, lower range limit | 2.51 |
Option, exercise price range, upper range limit | $ 8.60 |
Shares outstanding | shares | 14,250 |
Weighted Average Remaining Contractual Life | 3 years 11 months 1 day |
Weighted Average Exercise Price (in dollars per share) | $ 5.69 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | |||||
Jan. 03, 2023 | Feb. 24, 2022 | Feb. 08, 2021 | Mar. 25, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Service vesting-based restricted stock | ||||||
Shares | ||||||
Outstanding as of beginning of period (in shares) | 1,879,215 | 1,212,783 | ||||
Granted (in shares) | 1,907,101 | 1,373,909 | ||||
Vested (in shares) | (1,237,221) | (569,535) | ||||
Forfeited (in shares) | (236,197) | (137,942) | ||||
Outstanding as of end of period (in shares) | 2,312,898 | 1,879,215 | ||||
Wtd. Avg. Grant Date Fair Value | ||||||
Outstanding as of beginning of period (in dollars per share) | $ 28.94 | $ 37.48 | ||||
Granted (in dollars per share) | 13.12 | 25.26 | ||||
Vested (in dollars per share) | 24.97 | 35.51 | ||||
Forfeited (in dollars per share) | 25.88 | 40.19 | ||||
Outstanding as of end of period (in dollars per share) | $ 18.32 | $ 28.94 | ||||
Market-based restricted stock | ||||||
Shares | ||||||
Outstanding as of beginning of period (in shares) | 271,044 | 139,756 | ||||
Granted (in shares) | 30,616 | 218,280 | 30,616 | 109,140 | 268,738 | 349,568 |
Vested (in shares) | (30,616) | (218,280) | ||||
Outstanding as of end of period (in shares) | 509,166 | 271,044 | ||||
Wtd. Avg. Grant Date Fair Value | ||||||
Outstanding as of beginning of period (in dollars per share) | $ 30.64 | $ 19.86 | ||||
Granted (in dollars per share) | 24.23 | 22.66 | ||||
Vested (in dollars per share) | 51.65 | 10.95 | ||||
Outstanding as of end of period (in dollars per share) | $ 26 | $ 30.64 |
Stock-based compensation - St_2
Stock-based compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock compensation expense | $ 31,670 | $ 25,334 | $ 13,956 |
Research and development costs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock compensation expense | 5,631 | 3,176 | 1,906 |
Sales and marketing costs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock compensation expense | 5,620 | 3,649 | 1,788 |
General and administrative costs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock compensation expense | 14,937 | 14,066 | 8,061 |
Cost of revenue | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock compensation expense | $ 5,482 | $ 4,443 | $ 2,201 |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (67,296) | $ (146,091) | $ (28,590) |
Foreign | 1,038 | 1,264 | (436) |
Loss before income tax (expense) benefit | $ (66,258) | $ (144,827) | $ (29,026) |
Income taxes - Provision (Benef
Income taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 46 | 11 | 0 |
Foreign | 185 | 205 | 9 |
Total current tax provision | 231 | 216 | 9 |
Deferred: | |||
Federal | (62) | (2,924) | (17,703) |
State | 0 | (2,314) | (2,424) |
Foreign | 0 | 0 | 0 |
Total deferred tax benefit | (62) | (5,238) | (20,127) |
Income tax expense (benefit) | $ 169 | $ (5,022) | $ (20,118) |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | May 03, 2021 | |
Tax Credit Carryforward [Line Items] | |||||
Stock-based compensation, tax benefits | $ 0 | $ 0 | $ 10,500,000 | ||
Operating loss carryforwards | 151,900,000 | ||||
Deferred tax assets, operating loss carryforwards | 39,200,000 | ||||
Deferred tax assets, operating loss carryforwards, not subject to expiration | 112,700,000 | ||||
Capitalized research and development | $ 4,800,000 | ||||
GCI Acquisition | |||||
Tax Credit Carryforward [Line Items] | |||||
Deferred tax liability | 24,100,000 | $ 24,133,000 | |||
Income tax benefit | 8,000,000 | ||||
Sexton Acquisition | |||||
Tax Credit Carryforward [Line Items] | |||||
Deferred tax liability | $ 1,500,000 | $ 1,482,000 |
Income taxes - Effective Income
Income taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax | 21% | 21% | 21% |
State tax, net of federal benefit | 4% | 3% | 7% |
Stock compensation | (2.00%) | 0% | 36% |
Sec. 162(m) limitation on executive compensation | (2.00%) | (1.00%) | (11.00%) |
Fair value change in contingent consideration | 1% | 1% | (2.00%) |
Transaction costs | 0% | 0% | (1.00%) |
Gain on stock acquisition | 0% | 0% | 5% |
Tax credits | 1% | 1% | 0% |
Change in valuation allowance | (25.00%) | (21.00%) | 20% |
Expired net operating losses | 0% | 0% | (5.00%) |
Gain on escrow settlement | 0.02 | 0 | 0 |
Other | 0% | 0% | (1.00%) |
Total | 0% | 4% | 69% |
Income taxes - Deferred Tax Ass
Income taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets related to: | ||||
Net operating loss carryforwards | $ 35,505 | $ 29,102 | ||
Stock-based compensation | 3,008 | 3,207 | ||
Accruals and reserves | 3,590 | 3,724 | ||
Inventory | 1,408 | 425 | ||
Fixed assets | 585 | 0 | ||
Lease liabilities | 3,950 | 3,653 | ||
Tax credit carryforward | 2,226 | 1,423 | ||
Capitalized research and development | 4,818 | 2,405 | ||
Other | 875 | 445 | ||
Total deferred tax assets | 55,965 | 44,384 | ||
Deferred tax liabilities related to: | ||||
Intangibles | (3,696) | (6,150) | ||
Right-of-use assets | (2,500) | (3,458) | ||
Fair value change in investments | (440) | (447) | ||
Fixed assets | 0 | (1,177) | ||
Total deferred tax liabilities | (6,636) | (11,232) | ||
Net deferred tax (liabilities) assets before valuation allowance | 49,329 | 33,152 | ||
Less: valuation allowance | (49,517) | (33,402) | $ (2,993) | $ (8,498) |
Net deferred tax liabilities | $ (188) | $ (250) |
Income taxes - Change in Valuat
Income taxes - Change in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Beginning balance | $ 33,402 | $ 2,993 | $ 8,498 |
Deferred tax liabilities assumed through acquisitions | 0 | 0 | (8,498) |
Charged to income tax expense | 16,115 | 30,409 | 2,993 |
Ending balance | $ 49,517 | $ 33,402 | $ 2,993 |
Income taxes - Summary of Incom
Income taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 610 | $ 255 |
Increase related to prior year tax positions | 20 | 170 |
Increase related to current year tax positions | 324 | 185 |
Ending balance | $ 954 | $ 610 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Sep. 01, 2021 | May 03, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Gain on acquisition of Sexton Biotechnologies, Inc. | $ 0 | $ 0 | $ 6,451 | |||||
Goodwill | $ 58,449 | $ 58,449 | $ 58,449 | $ 224,741 | $ 224,741 | $ 58,449 | ||
Sexton Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration shares (in shares) | 530,502 | |||||||
Merger consideration percentage | 10% | |||||||
Gain on acquisition of Sexton Biotechnologies, Inc. | $ 6,500 | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current assets, gross receivables | 509 | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current assets, uncollectable receivables | 17 | |||||||
Business combination, provisional information, initial accounting incomplete, adjustments related to previous period | 198 | |||||||
Goodwill | $ 28,470 | |||||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | 1,800 | |||||||
Business combination, pro forma information, earnings (loss) of acquiree since acquisition date, actual | $ (1,000) | |||||||
Sexton Acquisition | Common Stock Issued to Acquire Participating Holders | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration shares (in shares) | 477,452 | |||||||
Sexton Acquisition | Common Stock Deposited Into Escrow | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration shares (in shares) | 53,050 | |||||||
GCI Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration shares (in shares) | 6,636,470 | |||||||
Merger consideration percentage | 9% | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current assets, gross receivables | $ 7,100 | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current assets, uncollectable receivables | 53 | |||||||
Business combination, provisional information, initial accounting incomplete, adjustments related to previous period | $ 607 | |||||||
Goodwill | $ 137,822 | |||||||
Merger consideration shares (in shares) | 6,646,870 | |||||||
Business combination, stock reduced during period, satisfy note receivable (in shares) | 10,400 | |||||||
Business combination, Escrow shares, period (Month) | 24 months | |||||||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | 39,100 | |||||||
Business combination, pro forma information, earnings (loss) of acquiree since acquisition date, actual | $ (19,600) | |||||||
GCI Acquisition | One GCI Stockholder | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, stock reduced during period, satisfy note receivable (in shares) | 10,400 | |||||||
Financing receivable, after allowance for credit loss | $ 374 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 01, 2021 | May 03, 2021 | Mar. 19, 2021 |
Sexton Acquisition | |||
Business Acquisition [Line Items] | |||
Merger consideration shares (in shares) | 530,502 | ||
BioLife stock price (in dollars per share) | $ 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 | ||
GCI Acquisition | |||
Business Acquisition [Line Items] | |||
Merger consideration shares (in shares) | 6,636,470 | ||
BioLife stock price (in dollars per share) | $ 35.07 | ||
Value of issued shares | $ 232,741 | ||
Merger Consideration | $ 234,909 | ||
BioLife shares outstanding (as of March 19, 2021) (in shares) | 33,401,359 | ||
Merger consideration percentage | 19.90% | ||
Merger consideration shares (in shares) | 6,646,870 | ||
less: Merger consideration shares withheld to satisfy outstanding GCI stockholder obligations to GCI (in shares) | 10,400 | ||
plus: Settlement of BioLife prepaid deposits | $ 2,152 | ||
plus: Net settlement of BioLife accounts receivable | $ 16 |
Acquisitions - Fair Value of Ne
Acquisitions - Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | May 03, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 224,741 | $ 224,741 | $ 58,449 | ||
Sexton Acquisition | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
Goodwill | 28,470 | ||||
Accounts payable | (291) | ||||
Lease liabilities, operating | (470) | ||||
Deferred tax liability | (1,500) | (1,482) | |||
Other liabilities | (316) | ||||
Fair value of net assets acquired | 39,928 | ||||
Sexton Acquisition | Developed Technology Rights | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 4,132 | ||||
Sexton Acquisition | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 2,276 | ||||
Sexton Acquisition | Tradenames | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 2,324 | ||||
Sexton Acquisition | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangibles | $ 90 | ||||
GCI Acquisition | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
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 | $ (24,100) | (24,133) | |||
Other liabilities | (7,464) | ||||
Fair value of net assets acquired | 234,909 | ||||
GCI Acquisition | Indefinite In Process Research and Development | |||||
Business Acquisition [Line Items] | |||||
In-process research and development | 67,440 | ||||
GCI Acquisition | Developed Technology Rights | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 18,140 | ||||
GCI Acquisition | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 7,020 | ||||
GCI Acquisition | Tradenames | |||||
Business Acquisition [Line Items] | |||||
Intangibles | 26,640 | ||||
GCI Acquisition | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangibles | $ 1,240 |
Acquisitions- Acquired Intangib
Acquisitions- Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 01, 2021 | May 03, 2021 |
Sexton Acquisition | ||
Business Acquisition [Line Items] | ||
Total identifiable intangible assets | $ 8,822 | |
Sexton Acquisition | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 4,132 | |
Sexton Acquisition | Developed Technology Rights | Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life (Year) | 5 years | |
Sexton Acquisition | Developed Technology Rights | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life (Year) | 9 years | |
Sexton Acquisition | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 2,276 | |
Intangible assets, estimated useful life (Year) | 2 years | |
Sexton Acquisition | Tradenames | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 2,324 | |
Intangible assets, estimated useful life (Year) | 11 years | |
Sexton Acquisition | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 90 | |
Intangible assets, estimated useful life (Year) | 1 year | |
GCI Acquisition | ||
Business Acquisition [Line Items] | ||
Total identifiable intangible assets | $ 120,480 | |
GCI Acquisition | Indefinite In Process Research and Development | ||
Business Acquisition [Line Items] | ||
In-process research and development | 67,440 | |
GCI Acquisition | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 18,140 | |
Intangible assets, estimated useful life (Year) | 6 years | |
GCI Acquisition | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 7,020 | |
Intangible assets, estimated useful life (Year) | 12 years | |
GCI Acquisition | Tradenames | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 26,640 | |
Intangible assets, estimated useful life (Year) | 15 years | |
GCI Acquisition | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Developed technology | $ 1,240 | |
Intangible assets, estimated useful life (Year) | 4 years |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Sexton Acquisition | |
Business Acquisition [Line Items] | |
Total revenue | $ 122,494 |
Net income (loss) | (9,860) |
GCI Acquisition | |
Business Acquisition [Line Items] | |
Total revenue | 143,732 |
Net income (loss) | $ (16,375) |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 100% | ||
Defined contribution plan, employer discretionary contribution amount | $ 1.1 | $ 1 | $ 0.8 |