Basis of Presentation and Significant Accounting Policies [Text Block] | 1. Organization and significant accounting policies Business BioLife Solutions, Inc. (“BioLife”, “us”, “we”, “our”, or the “Company”) is a developer, manufacturer, and supplier of a portfolio of bioproduction tools and services including proprietary biopreservation media, automated thawing devices, cloud-connected shipping containers, 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℃ 86℃. 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 allowance for doubtful accounts, the net realizable value of inventory, fair value of warrant liability, sales tax liabilities, valuation of market based awards, valuations and purchase price allocations related to investments and business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets, estimated fair values of intangible assets and goodwill, amortization methods and periods, 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, SAVSU Technologies, Inc. (“SAVSU”), Arctic Solutions, Inc. doing business as CBS, SciSafe (acquired on October 1, 2020), May 3, 2021), September 1, 2021). 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) income in shareholders' equity. Segment reporting The Company views its operations and makes decisions regarding how to allocate resources and manages its business as one one Revenue recognition To determine revenue recognition for contractual arrangements that we determine are within the scope of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers five five may not 30 90 December 31, 2022, 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 Statement 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, not one None December 31, 2022. The Company also generates revenue from the leasing of our property, plant, 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 606 842, Lease 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, plant, and equipment or operating right-of-use assets used to store a customer’s product are used only for the benefit of one may not 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. Under ASC 842, None None Embedded Leases may Total bioproduction tools and services revenue for the years ended December 31, 2022, 2021, 2020 Year Ended December 31, (In thousands, except percentages) 2022 2021 2020 Product revenue Freezer and thaw $ 66,682 $ 56,620 $ 13,548 Cell processing 68,509 44,965 30,946 Storage and cold chain services 809 328 46 Service revenue Freezer and thaw 74 - - Storage and cold chain services 15,234 9,817 1,752 Rental revenue Storage and cold chain services 10,451 7,426 1,795 Total revenue $ 161,759 $ 119,156 $ 48,087 ( 1 2021 May 3, 2021 December 31, 2021 September 1, 2021 December 31, 2021. ( 2 2020 October 1, 2020 December 31, 2020. 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 one 2014 09, Revenue from Contracts with Customers not one December 31, 2022. 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) 2023 2024 Total Rental revenue $ 3,735 $ 900 $ 4,635 Service revenue $ 200 $ 10 $ 210 Risks and uncertainties COVID- 19 Our domestic and international operations have been and continue to be affected by the ongoing global pandemic of a novel strain of coronavirus (“COVID- 19” During year ended December 31, 2021, 19. December 31, 2022, December 31, 2021. December 31, 2022. We cannot be assured that a continued or prolonged global pandemic will not 19 19. The Company reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not 19 June 30, 2020 19. As a result of the Company’s outlook for revenue from the ThawSTAR and freezer product lines, estimated undiscounted cash flow projections were developed to determine if any impairment of the related intangible assets was warranted. After conducting such review, the Company determined that there was no June 30, 2020. 19 The Company revised the revenue projections for the ThawSTAR and freezer product lines in the second June 30, 2020 December 31, 2020 two no December 31, 2020. June 30, 2020, December 31, 2020 December 31, 2020. The Company may 19 third Any disruption and volatility in the global capital markets as a result of the pandemic may 19 not The ultimate extent to which the COVID- 19 19 On April 20, 2020, April 29, 2020. Earnings per share The Company considers its unexercised warrants and unvested restricted shares, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings per share pursuant to the two two two The following table presents computations of basic and diluted earnings per share under the two Year Ended December 31, (In thousands, except share and earnings per share data) 2022 2021 2020 Basic earnings (loss) per common share Numerator: Net (loss) income $ (139,805 ) $ (8,908 ) $ 1,983 Amount attributable to unvested restricted shares - - (100 ) Amount attributable to warrants outstanding - - (61 ) Net (loss) income allocated to common shareholders (139,805 ) (8,908 ) 1,822 Denominator: Weighted-average common shares issued and outstanding 42,481,027 38,503,944 27,306,258 Basic (loss) earnings per common share $ (3.29 ) $ (0.23 ) $ 0.07 Diluted earnings (loss) per common share Numerator: Net (loss) income $ (139,805 ) $ (8,908 ) $ 1,983 Amount attributable to warrants - - (14 ) Less: gain related to change in fair value of warrants - - (3,601 ) Net loss allocated to common shareholders (139,805 ) (8,908 ) (1,632 ) Denominator: Weighted-average common shares issued and outstanding 42,481,027 38,503,944 27,306,258 Diluted loss per common share $ (3.29 ) $ (0.23 ) $ (0.06 ) 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, 2021 2020 Stock options and restricted stock awards 1,637,745 2,131,794 Warrants 18,204 1,499,953 Total 1,655,949 3,631,747 Cash, cash equivalents, and restricted cash Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initial maturity of three may not Restricted cash consists entirely of amounts that will be recovered from escrow in relation to the acquisition of SciSafe. The restricted cash is short term in nature, as the Company anticipates to receive the funds within one The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in the Company’s Consolidated Statements of Cash Flows for the years ended December 31, 2022 2021. (In thousands) 2022 2021 Cash and cash equivalents $ 19,442 $ 69,860 Restricted cash 31 10 Total cash, cash equivalents, and restricted cash $ 19,473 $ 69,870 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 may Inventories Inventories relate to the Company’s cell and gene therapy products. The Company values biopreservation media inventory at cost or, if lower, net realizable value, using the specific identification method. All other inventory is valued at cost or, if lower, net realizable value, using the first first no Accounts receivable Accounts receivable consist of short-term amounts due from our customers (generally 30 90 Accounts receivable are stated at principal amount, do not 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, 2022, 1 2 December 31, 2021, 1 2 As of December 31, 2022, September 1, 2021. December 31, 2020, not zero December 31, 2022, 2021, 2020, November 2020, 1 2 In November 2020, June 2021, first As of December 31, 2022, no Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three ten Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not may no December 31, 2022, 2021, 2020. 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 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 may December 31, 2022, 2021, 2020. 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 We elected to apply the practical expedient for short-term leases and accordingly do not twelve Warranty Our standard warranty terms typically extend between one seven Income taxes We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization of deferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not not We determine any uncertain tax positions based on a determination of whether and how much of a tax benefit taken in the Company’s tax filings or positions is more likely than not Judgment is applied in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2022, Advertising Advertising costs are expensed as incurred and totaled $768,000, $552,000, and $167,000 for the years ended December 31, 2022, 2021, 2020, Concentrations of risk During the years ended December 31, 2022 2021, December 31, 2020, No 10% Year Ended December 31, Revenue by major product 2022 2021 2020 CryoStor 36 % 33 % 60 % 780XLE Freezer 22 % 22 % - % In the years ended December 31, 2022, 2021, 2020, no 10% The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Year Ended December 31, Revenue by customers geographic locations 2022 2021 2020 United States 72 % 78 % 73 % Canada 17 % 7 % 13 % Europe, Middle East, Africa (EMEA) 7 % 14 % 12 % Other 4 % 1 % 2 % Total revenue 100 % 100 % 100 % The following table represents the Company’s long-lived assets by geographic area as of December 31: (In thousands) 2022 2021 United States $ 42,829 $ 40,708 Netherlands 5,437 5,903 Total $ 48,266 $ 46,611 As of December 31, 2022, two December 31, 2021, two No 10% As of December 31, 2022, one December 31, 2021, No 10% Research and development Research and development costs are expensed as incurred. Stock-based compensation We measure and record compensation expense using the applicable accounting guidance for share-based payments related to stock options, time-based restricted stock, market-based restricted stock awards and performance-based restricted stock awards granted to our directors and employees. The fair value of stock options, including performance awards, without a market-based condition is determined by using the Black-Scholes option-pricing model. The fair value of restricted stock awards with a market condition is estimated at the date of grant using the Monte Carlo Simulation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. 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 ● future expected cash flows, including revenue and expense projections; ● discount rates to determine the present value of recognized assets and liabilities and; ● revenue volatility to determine contingent consideration using option pricing models Goodwill is calculated as the excess of the acquisition price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date. The Company estimates the acquisition date fair value of the acquisition-related contingent consideration using various valuation approaches, including option pricing models, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the contingent consideration is remeasured each reporting period. During the measurement period, which may one Goodwill Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not fourth may first not 350, Intangibles Goodwill and Other not 50 not not not not one fourth 2022. no 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 June 30, 2022 October 1, 2022, 11 Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. In-process research and development (“IPR&D”) is initially capitalized at fair value as an intangible asset with an indefinite life. When the IPR&D project is complete, it is reclassified as a definite-lived intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned, a charge would be recorded for the value of the related intangible asset to our Consolidated Statement of Operations in the period it is abandoned. 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 second 2022, 2021. June 30, 2022 October 1, 2022, 11 Certain warrants which have features that may Warrants that include cash settlement features are recorded as liabilities at their estimated fair value at the date of issuance and are remeasured at fair value each reporting period with the increase or decrease in fair value recorded in the Consolidated Statements of Operations. The warrants are measured at estimated fair value using the Black Scholes valuation model, which is based, in part, upon inputs for which there is little or no zero December 31, 2022, no Recent accounting pronouncements In June 2022, No. 2022 03, Fair Value Measurements (Topic 820 820” 2022 03 1 820, 2 3 820. 2022 03 not not December 15, 2023, 2022 03. not In March 2022, No. 2022 02 Financial Instruments-Credit Losses (Topic 326 2022 02 2022 02 326 2022 02 December 15, 2022 not In November 2021, No. 2021 10, Government Assistance (Topic 832 December 15, 2023, In October 2021, No. 2021 08, Business Combinations (Topic 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers (Topic 606 606 2021 08 December 15, 2022, not In March 2020, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 January 2021, 2021 01, Reference Rate Reform Scope December 2022, 2022 06, Reference Rate Reform Deferral of the Sunset Date of Topic 848 2020 04 December 31, 2024. not In June 2016, No. 2016 13, Financial Instruments Credit Losses (Topic 326 2016 13 November 19, 2019, 2016 13 December 15, 2023, |