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Organization and significant accounting policies | 9 Months Ended
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Sep. 30, 2024
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, 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, CryoCase™ cryo-compatible transparent rigid containers designed for closed-system fill and retrieval, 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 composed 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 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. On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to GCI Holdings Company, LLC, an Ohio limited liability company (“GCI Holdings”) pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), by and between the Company and GCI Holdings (the “Global Cooling Divestiture”). Upon the execution of the Purchase Agreement, on April 17, 2024, the Global Cooling business is presented in the accompanying unaudited condensed financial statements as a discontinued operation for all periods presented. See Note 3: Discontinued operations for further details regarding the divestiture. On November 12, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Subzero Purchaser Corp., a Delaware corporation (“Buyer”), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company (“Seller”), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“SciSafe”), for the sale by Seller of all of the issued and outstanding shares of common stock (the “Shares”) of SciSafe to Buyer. The divestiture of SciSafe was considered a subsequent event to the financial results presented as of September 30, 2024. SciSafe is therefore presented as a part of our continuing operations as of the three and nine months ended September 30, 2024. For additional information on the divestiture of SciSafe, see Note 19: Subsequent events. 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. Significant estimates and assumptions by management affect the Company’s net realizable value of inventory, sales tax liabilities, valuation of market-based stock awards, valuations, fair value of marketable debt securities, 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, stock-based compensation, contingent consideration from business combinations, and 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 Unaudited Condensed Consolidated Financial Statements and related footnote disclosures as of and for the three and nine months ended September 30, 2024 are unaudited, and are not necessarily indicative of the Company’s operating results for a full year. The Unaudited Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial results for the three and nine months ended September 30, 2024 in accordance with U.S. GAAP, however, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission (the “SEC”) rules and regulations relating to interim financial statements. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024 (the “Annual Report”). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, SAVSU Technologies, Inc. (“SAVSU”), Arctic Solutions, Inc. doing business as Custom Biogenic Systems (“CBS”), SciSafe Holdings, Inc. (“SciSafe”), BioLife Solutions B.V, and Sexton Biotechnologies, Inc. (“Sexton”). All intercompany accounts and transactions have been eliminated in consolidation. Discontinued operations On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock of Global Cooling and the accounting requirements for reporting the Global Cooling subsidiary as a discontinued operation were met. Unless otherwise noted, amounts and disclosures throughout these Notes to Unaudited Condensed Consolidated Financial Statements relate to the Company's continuing operations. Refer to Note 3: Discontinued operations for further details. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Foreign currency translation The Company translates items presented on its Unaudited Condensed Consolidated Financial Statements 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 average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of Accumulated Other Comprehensive Loss in the Unaudited Condensed Consolidated Statements of 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. Significant accounting policies The following describes an update to the Company’s accounting policies for discontinued operations during the three and nine months ended September 30, 2024. For a full discussion of significant accounting policies, refer to the Notes to the Consolidated Financial Statements described in Part II, Item 8 of our Annual Report. In accordance with ASC 205-20: Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, non-current assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. Our operations related to Global Cooling met the definition of a discontinued operation as of April 17, 2024. Accordingly, we retrospectively classified the results of our Global Cooling operations as discontinued operations in the Unaudited Condensed Consolidated Statements of Operations for all periods presented. The results of all discontinued operations, less applicable income taxes, are reported as components of net loss separate from the net loss of continuing operations. Certain assets and liabilities associated with our Global Cooling operations were classified as assets and liabilities of discontinued operations in the Unaudited Condensed Consolidated Balance Sheets for the periods presented. Additionally, the cash flows and comprehensive loss of our Global Cooling operations have not been segregated and are included in the interim Unaudited Condensed Consolidated Statements of Cash Flows and Unaudited Condensed Consolidated Statements of Comprehensive Loss, respectively, for all periods presented. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted. For additional information, see Note 3: Discontinued operations. Liquidity and capital resources On September 30, 2024 and December 31, 2023, we had $39.3 million and $50.2 million in cash, cash equivalents, and available-for-sale securities, respectively, in our continuing operations. Based on our current expectations with respect to our future revenue and expenses, we believe that our current level of cash, cash equivalents, and other liquid assets will be sufficient to meet our liquidity needs for at least the next twelve months from the date of the filing of this Quarterly Report on Form 10-Q (this “Form 10-Q”). Risks and uncertainties The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgment about the outcome of future events. The global business environment continues to be impacted by cost pressure, the overall effects of economic uncertainty on customers' purchasing patterns, high interest rates, and other factors. It is not possible to accurately predict the future impact of such events and circumstances. Actual results could differ from our estimates. For additional information, see caption “Risk Factors” identified in Part I, Item 1A of our Annual Report and in Part II, Item 1A of this Form 10-Q. Concentrations of credit risk and business risk Significant customers are those that represent more than 10% of the Company’s total revenue or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:
| Accounts Receivable |  | Revenue
| September 30, |  | December 31, |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023 |  | 2024 |  | 2023
Customer A | 16 | % |  | 17 | % |  | * |  | * |  | * |  | *
Customer B | * |  | * |  | * |  | * |  | 11 | % |  | 11 | %
Customer C | * |  | * |  | 11 | % |  | * |  | * |  | *
*less than 10% Revenue from foreign customers is denominated in United States dollars or euros. The following table represents the Company’s products representing more than 10% of the Company’s total revenue:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
Product revenue concentration | 2024 |  | 2023 |  | 2024 |  | 2023
CryoStor | 52 | % |  | 46 | % |  | 51 | % |  | 53 | %
The following table represents the Company’s total revenue by geographic area (based on the location of the customer):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
Revenue by customers’ geographic locations(1) | 2024 |  | 2023 |  | 2024 |  | 2023
United States(2) | 76 | % |  | 81 | % |  | 77 | % |  | 82 | %
Europe, Middle East, Africa (EMEA) | 19 | % |  | 15 | % |  | 18 | % |  | 14 | %
Other | 5 | % |  | 4 | % |  | 5 | % |  | 4 | %
Total revenue | 100 | % |  | 100 | % |  | 100 | % |  | 100 | %
(1) As of 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 have been retained as a single line item to more accurately reflect origin of sales for material regions. In the three and nine months ended September 30, 2024, no suppliers accounted for greater than 10% of purchases. In the three and nine months ended September 30, 2023, one supplier accounted for 19% and 16% of purchases, respectively. As of September 30, 2024, one supplier accounted for 11% of our accounts payable. As of December 31, 2023, one supplier accounted for 11% of our accounts payable. Recent accounting pronouncements In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures of public companies. The final rules require disclosure of, among other things, material climate-related risks and their impact; activities to mitigate or adapt to material climate-related risks; governance and oversight of climate-related risks; and material Scope 1 and/or Scope 2 greenhouse gas emissions with an accompanying assurance report required following an initial transition period, at a limited assurance level, and then following an additional transition period, at a reasonable assurance level. In addition, the effects of severe weather events and other natural conditions, subject to certain thresholds, and amounts related to carbon offsets and renewable energy credits or certificates are required to be disclosed in the notes to the audited financial statements in certain circumstances. On April 4, 2024, the SEC voluntarily stayed the implementation of the final rules pending the completion of judicial review of the consolidated challenges to the final rules by the Court of Appeals for the Eighth Circuit. The final rules, as originally issued, would be effective for the Company in various fiscal years, starting with its Annual Report on Form 10-K for fiscal year 2025. Disclosures pursuant to the final rules, as originally issued, would be required prospectively, with information for prior periods required only to the extent it was previously disclosed in an SEC filing. The Company is currently evaluating the impact of the final rules on its Consolidated Financial Statements and disclosures.

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