BIOLIFE SOLUTIONS INC - Quarter Report: 2023 March (Form 10-Q)

bioli20230331_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from to

Commission File Number 001-36362

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

94-3076866

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

3303 Monte Villa Parkway, Suite 310, Bothell, Washington, 98021

(Address of registrant’s principal executive offices, Zip Code)

(425) 402-1400

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of exchange on which registered
BioLife Solutions, Inc. Common Stock	BLFS	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit said files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of May 1, 2023, 43,456,275 shares of the registrant’s common stock were outstanding.

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BIOLIFE SOLUTIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		3

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	4

	Unaudited Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2023 and 2022	4

	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three month periods ended March 31, 2023 and 2022	5

	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three month periods ended March 31, 2023 and 2022	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2023 and 2022	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION		32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

	Signatures	34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Balance Sheets

	March 31,			December 31,
(In thousands, except per share and share data)	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	19,105		$	19,442
Restricted cash		31			31
Available-for-sale securities, current portion		35,780			43,260
Accounts receivable, trade, net of allowance for doubtful accounts of $956 and $739 as of March 31, 2023 and December 31, 2022, respectively		30,343			33,936
Inventories		41,329			34,904
Prepaid expenses and other current assets		6,201			6,879
Total current assets		132,789			138,452

Assets held for rent, net		9,005			9,064
Property and equipment, net		26,100			23,638
Operating lease right-of-use assets, net		15,592			15,292
Financing lease right-of-use assets, net		242			272
Long-term deposits and other assets		284			281
Available-for-sale securities, long-term		2,019			1,332
Equity investments		5,069			5,069
Intangible assets, net		30,629			32,088
Goodwill		224,741			224,741
Total assets	$	446,470		$	450,229

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	15,525		$	15,367
Accrued expenses and other current liabilities		10,701			9,782
Sales taxes payable		4,585			4,151
Warranty liability		8,895			8,312
Lease liabilities, operating, current portion		2,906			2,860
Lease liabilities, financing, current portion		161			158
Debt, current portion		1,250			1,814
Contingent consideration, current portion		3,296			2,138
Total current liabilities		47,319			44,582

Contingent consideration, long-term		1,880			2,318
Lease liabilities, operating, long-term		15,114			14,962
Lease liabilities, financing, long-term		95			126
Debt, long-term		23,692			23,793
Deferred tax liabilities		263			250
Other long-term liabilities		-			10
Total liabilities		88,363			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 March 31, 2023 and December 31, 2022		-			-
Common stock, $0.001 par value; 150,000,000 shares authorized, 43,289,969 and 42,832,231 shares issued and outstanding, respectively, as of March 31, 2023 and December 31, 2022		43			43
Additional paid-in capital		619,227			611,739
Accumulated other comprehensive loss, net of taxes		(534	)		(679	)
Accumulated deficit		(260,629	)		(246,915	)
Total shareholders’ equity		358,107			364,188
Total liabilities and shareholders’ equity	$	446,470		$	450,229

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended
	March 31,
(In thousands, except per share and share data)	2023			2022

Product revenue	$	31,593		$	30,388
Service revenue		4,471			3,090
Rental revenue		1,639			2,742
Total product, rental, and service revenue		37,703			36,220
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		18,397			20,384
Cost of service revenue (exclusive of intangible assets amortization)		3,891			2,145
Cost of rental revenue (exclusive of intangible assets amortization)		1,376			1,917
General and administrative		14,842			11,530
Sales and marketing		6,471			4,891
Research and development		4,152			3,781
Intangible asset amortization		1,459			2,863
Acquisition costs		-			11
Change in fair value of contingent consideration		720			(3,335	)
Total operating expenses		51,308			44,187
Operating loss		(13,605	)		(7,967	)

Other expense:
Interest expense, net		(411	)		(184	)
Other income		394			131
Total other expense, net		(17	)		(53	)

Loss before income tax (expense) benefit		(13,622	)		(8,020	)
Income tax (expense) benefit		(92	)		599
Net loss	$	(13,714	)	$	(7,421	)

Net loss attributable to common shareholders:
Basic and Diluted	$	(13,714	)	$	(7,421	)
Net loss per share attributable to common shareholders:
Basic and Diluted	$	(0.32	)	$	(0.18	)
Weighted average shares used to compute loss per share attributable to common shareholders:
Basic and Diluted		43,027,612			42,014,055

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

	Three Months Ended
	March 31,
(In thousands)	2023			2022

Net loss	$	(13,714	)	$	(7,421	)

Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax		106			(156	)
Unrealized gain on available-for-sale securities, net of tax		39			-

Comprehensive loss	$	(13,569	)	$	(7,577	)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

	Three Months Ended March 31, 2023
	Series A		Series A								Accumulated
	Preferred		Preferred		Common		Common		Additional		Other						Total
	Stock		Stock		Stock		Stock		Paid-in		Comprehensive			Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
Balance, December 31, 2022		-	$	-		42,832,231	$	43	$	611,739	$	(679	)	$	(246,915	)	$	364,188
Stock-based compensation		-		-		-		-		7,363		-			-			7,363
Stock option exercises		-		-		80,938		-		125		-			-			125
Stock issued – on vested RSAs		-		-		376,800		-		-		-			-			-
Foreign currency translation		-		-		-		-		-		106			-			106
Unrealized gain on available-for-sale securities		-		-		-		-		-		39			-			39
Net loss		-		-		-		-		-		-			(13,714	)		(13,714	)
Balance, March 31, 2023		-	$	-		43,289,969	$	43	$	619,227	$	(534	)	$	(260,629	)	$	358,107

	Three Months Ended March 31, 2022
	Series A		Series A									Accumulated
	Preferred		Preferred		Common		Common		Additional			Other						Total
	Stock		Stock		Stock		Stock		Paid-in			Comprehensive			Accumulated			Shareholders’
(In thousands, except share data)	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity
Balance, December 31, 2021		-	$	-		41,817,503	$	42	$	585,397		$	(282	)	$	(107,110	)	$	478,047
Fees incurred for registration filings		-		-		-		-		(51	)		-			-			(51	)
Stock-based compensation		-		-		-		-		5,399			-			-			5,399
Stock option exercises		-		-		129,933		-		257			-			-			257
Stock issued – on vested RSAs						383,646				-			-			-			-
Foreign currency translation		-		-		-		-		-			(156	)		-			(156	)
Net loss		-		-		-		-		-			-			(7,421	)		(7,421	)
Balance, March 31, 2022		-	$	-		42,331,082	$	42	$	591,002		$	(438	)	$	(114,531	)	$	476,075

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

	Three Months Ended
	March 31,
(In thousands)	2023			2022
Cash flows from operating activities
Net loss	$	(13,714	)	$	(7,421	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		1,721			1,653
Amortization of intangible assets		1,459			2,863
Amortization of loan costs		13			-
Stock-based compensation		7,363			5,399
Non-cash lease expense		418			524
Deferred income tax expense (benefit)		13			(599	)
Change in fair value of contingent consideration		720			(3,335	)
Accretion of investments		(390	)		-
Loss on disposal of property and equipment, net		68			18
Loss / (gain) on disposal of assets held for rent, net		218			(96	)
Other		(50	)		(17	)

Change in operating assets and liabilities, net of effects of acquisitions
Accounts receivable, trade, net		3,612			(1,083	)
Inventories		(6,425	)		(1,855	)
Prepaid expenses and other assets		661			(1,213	)
Accounts payable		157			(3,231	)
Accrued expenses and other current liabilities		371			(1,074	)
Warranty liability		583			-
Sales taxes payable		510			1,543
Other		(20	)		-
Net cash used in operating activities		(2,712	)		(7,924	)

Cash flows from investing activities
Purchases of available-for-sale securities		(8,202	)		-
Proceeds from sale of available-for-sale securities		524			-
Maturities of available-for-sale securities		14,900			-
Purchases of assets held for rent		(1,001	)		(814	)
Purchases of property and equipment		(3,295	)		(1,456	)
Net cash provided by (used in) investing activities		2,926			(2,270	)

Cash flows from financing activities
Payments on equipment loans		(127	)		(125	)
Proceeds from exercise of common stock options		125			257
Fees paid related to issuance of common stock		-			(50	)
Payments on financed insurance premium		(569	)		(305	)
Other		9			42
Net cash used in financing activities		(562	)		(181	)

Net decrease in cash, cash equivalents, and restricted cash		(348	)		(10,375	)
Cash, cash equivalents, and restricted cash – beginning of period		19,473			69,870
Effects of currency translation on cash, cash equivalents, and restricted cash		11			(22	)
Cash, cash equivalents, and restricted cash – end of period	$	19,136		$	59,473
Non-cash investing and financing activities
Purchase of property and equipment not yet paid	$	347		$	13
Equipment acquired under operating leases	$	880		$	243
Unrealized gains and losses on available-for-sale securities	$	(39	)	$	-
Cash interest paid	$	497		$	91

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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BioLife Solutions, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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℃ 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.

Significant estimates and assumptions by management affect the Company’s 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, 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 included herein have been prepared by BioLife in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by U.S. GAAP. 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, 2022 (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, Global Cooling, Inc. doing business as Stirling Ultracold (“Global Cooling” or “GCI”), and Sexton Biotechnologies, Inc. (“Sexton”). All intercompany accounts and transactions have been eliminated in consolidation.

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.

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Foreign currency translation

The Company translates items presented on its Unaudited Condensed Consolidated Balance Sheet, Unaudited Condensed Consolidated Statements of Operations, Unaudited Condensed Consolidated Statements of Shareholders’ Equity, and Unaudited Condensed Consolidated Statements of Cash Flows 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

There have been no significant changes to the accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies described in our Annual Report.

Liquidity and capital resources

On March 31, 2023 and December 31, 2022, we had $56.9 million and $64.1 million in cash, cash equivalents, and available-for-sale securities, respectively. We have the ability to borrow up to $30 million under our 2022 term loan 3. See Note 13: Long-term debt for additional details on borrowing requirements under our 2022 term loan 3. 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 Form 10-Q. However, the Company may choose to raise additional capital through a debt or equity financing in order to pursue additional acquisition or strategic investment opportunities. Additional capital, if required, may not be available on reasonable terms, if at all.

Risks and uncertainties

Supply chain considerations

Our domestic and international supply chain operations had been affected by the global pandemic of the coronavirus (“COVID-19”) and the resulting volatility and uncertainty it caused in the U.S. and international markets. Since the onset of the COVID-19 pandemic, supply chains globally have been constrained, and these constraints continue to impact our business. In addition, other macroeconomic factors have arisen that continue to constrain supply chains and inflate prices of component parts globally.

Constraints that had been experienced in the international supply chain for semiconductor chips since 2021 continued to impact our business through the three months ended March 31, 2023. Though our costs to obtain semiconductor components normalized throughout the year ended December 31, 2022 and three months ended March 31, 2023, we were still experiencing constraints in obtaining electrical component parts in a growing macroeconomic trend for manufacturing companies as electrical component parts have maintained high demand. We expect these constraints to improve through diversification of our semiconductor supply chain partnerships. We have sufficient supply for electrical component parts within our operations for the foreseeable future.

The Company continues to actively monitor and manage supply chain constraints through alternative sourcing of parts where possible. Continuing or worsening supply chain, labor, and logistics constraints may have a material adverse impact on the Company's financial condition, results of operations, or cash flows.

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Concentrations of credit risk and business risk

Significant customers are those that represent more than 10% of the Company’s total revenues 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 revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

	Accounts Receivable						Revenue
	March 31,			December 31,			Three Months Ended March 31,
	2023			2022			2023			2022
Customer A		*			15	%		*			*
Customer B		*			*			14	%		20	%
Customer C		12	%		11	%		10	%		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 revenues:

	Three Months Ended March 31,
Product revenue concentration	2023			2022
CryoStor		44	%		35	%
780XLE Freezer		14	%		20	%

The following table represents the Company’s total revenue by geographic area (based on the location of the customer):

	Three Months Ended
	March 31,
Revenue by customers’ geographic locations	2023			2022
United States		79	%		79	%
Europe, Middle East, Africa (EMEA)		18	%		16	%
Canada		1	%		1	%
Other		2	%		4	%
Total revenue		100	%		100	%

In the three months ended March 31, 2023, one supplier accounted for 15% of purchases. In the three months ended March 31, 2022, no suppliers accounted for more than 10% of purchases.

As of March 31, 2023 and December 31, 2022, one supplier accounted for 22% and 23% of our accounts payable, respectively.

Recent accounting pronouncements

As of January 1, 2023, we adopted the ASC 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 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 period ended March 31, 2023, the adoption of ASC 326 did not result in a material effect on the Company’s Unaudited Condensed Consolidated financial statements.

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2.	Correction of immaterial errors

As reported in our Annual Report as of and for the fiscal year ended December 31, 2022, we determined that an error existed in our previously issued consolidated financial statements. Specifically, we identified we had established nexus in several jurisdictions beginning in the year ended December 31, 2019 in which we were not collecting and remitting sales taxes appropriately. The error was evaluated and recorded as of each period impacted by the error under the SEC guidance on evaluating the materiality of prior period misstatements to the Company’s financial statements. We evaluated the error and concluded that it was not material to any previously issued consolidated financial statements and accompanying Unaudited Condensed Consolidated financial statements. Although the error was not material to any period, we corrected the accompanying historical Unaudited Condensed Consolidated financial statements for each period impacted. The corrections to the quarter ended March 31, 2022 are presented below to reflect the sales tax liability and associated expenses owed within the period for comparative purposes.

The effect of the adjustments to our Unaudited Condensed Consolidated Balance Sheet as of March 31, 2022 was as follows:

	March 31, 2022
(In thousands)	As reported			Adjustment			As corrected
Prepaid expenses and other current assets	$	4,757		$	267		$	5,024
Total current assets		118,701			267			118,968
Total assets		544,012			267			544,279
Accrued expenses and other current liabilities		6,966			(233	)		6,733
Sales taxes payable		-			2,945			2,945
Total current liabilities		35,040			2,712			37,752
Total liabilities		65,492			2,712			68,204
Accumulated deficit		(112,086	)		(2,445	)		(114,531	)
Total shareholders’ equity		478,520			(2,445	)		476,075
Total liabilities and shareholders’ equity		544,012			267			544,279

The effect of the adjustments to our Unaudited Condensed Consolidated Statements of Operations for the quarter ended March 31, 2022 was as follows:

	Three Months Ended March 31, 2022
(In thousands, except per share and share data)	As reported			Adjustment			As corrected
General and administrative	$	11,196		$	334		$	11,530
Total operating expenses		43,853			334			44,187
Operating loss		(7,633	)		(334	)		(7,967	)
Interest expense		(163	)		(21	)		(184	)
Total other expense, net		(32	)		(21	)		(53	)
Loss before income tax benefit		(7,665	)		(355	)		(8,020	)
Net loss		(7,066	)		(355	)		(7,421	)
Net loss per basic and diluted share		(0.17	)		(0.01	)		(0.18	)

The effect of the adjustments to our Unaudited Condensed Consolidated Statements of Cash flows for the quarter ended March 31, 2022 was as follows:

	Three Months Ended March 31, 2022
(In thousands)	As reported			Adjustment			As corrected
Net loss	$	(7,066	)	$	(355	)	$	(7,421	)
Prepaid expenses and other current assets		(25	)		(1,188	)		(1,213	)
Sales taxes payable		-			1,543			1,543

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3.	Fair value measurement

In accordance with FASB 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 0.20%, asset volatility of 60%, and revenue volatility of 15%. Significant changes in any of those inputs in isolation would result in a significant change in the fair value measurement of the liability. 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 increase (decrease) 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 in the Unaudited Condensed Consolidated Statements of Operations. During the most recent re-measurement of the Contingent Consideration Liability as of March 31, 2023, the Company used a discount rate of 13.0%, a risk-free rate of approximately 4.4%, asset volatility of 71%, and revenue volatility of 31%. This Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 in the amounts of $5.0 million and $4.3 million, respectively. The changes in fair value of contingent consideration associated with this liability are included within the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. These changes in fair value of contingent consideration associated with this liability are included within the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. These changes were $720,000 of benefit and $3.3 million of expense for the three months ended March 31, 2023 and 2022, respectively. As of the year ended December 31, 2022, the second hurdle associated with this liability was satisfied and 116,973 shares were issued as payment subsequent to the three months ended March 31, 2023.

There were no remeasurements to fair value during the three months ended March 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 March 31, 2023 and December 31, 2022, based on the three-tier fair value hierarchy:

(In thousands)

As of March 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	14,021	$	-	$	-	$	14,021
Available-for-sale securities:
U.S. government securities		9,377		-		-		9,377
Corporate debt securities		-		24,663		-		24,663
Other debt securities		-		3,759		-		3,759
Total	$	23,398	$	28,422	$	-	$	51,820
Liabilities:
Contingent consideration - business combinations		-		-		5,176		5,176
Debt		-		24,942		-		24,942
Total	$	-	$	24,942	$	5,176	$	30,118

As of December 31, 2022
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
Debt		-		25,607		-		25,607
Total	$	-	$	25,607	$	4,456	$	30,063

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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:

	Three Months Ended
	March 31,
(In thousands)	2023		2022
Beginning balance as of December 31, 2022 and 2021	$	4,456	$	10,027
Change in fair value recognized in net loss		720		(3,335	)
Ending balance	$	5,176	$	6,692

4.	Investments

Available-for-sale securities

The Company’s portfolio of available-for-sale marketable securities consists of the following:

	March 31, 2023
	Amortized		Gross unrealized				Estimated
(In thousands)	Cost		Gains		Losses		Fair Value
Available-for-sale securities, current portion
U.S. government securities	$	9,386	$	-	$	9	$	9,377
Corporate debt securities		24,663		7		7		24,663
Other debt securities		1,743		-		3		1,740
Total short-term		35,792		7		19		35,780

Available-for-sale securities, long-term
Other debt securities		2,018		2		1		2,019
Total marketable securities	$	37,810	$	9	$	20	$	37,799

	Amortized		Estimated
(In thousands)	Cost		Fair Value
Due in one year or less	$	35,792	$	35,780
Due after one year through five years		2,018		2,019
Total	$	37,810	$	37,799

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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. These securities included Series A-1 and A-2 Preferred Stock in iVexSol, Inc. with a fair value of $4.1 million for both the periods ending March 31, 2023 and December 31, 2022, respectively, and Series E Preferred Stock in PanTHERA CryoSolutions, Inc. with a fair value of $995,000 as of March 31, 2023 and December 31, 2022.

5.	Inventories

Inventories consists of the following as of March 31, 2023 and December 31, 2022:

(In thousands)	2023		2022
Raw materials	$	23,682	$	20,950
Work in progress		6,934		5,680
Finished goods		10,713		8,274
Total	$	41,329	$	34,904

6.	Leases

The Company has various operating lease agreements for office space, warehouses, manufacturing, and production locations as well as vehicles and other equipment. Our real estate leases have remaining lease terms of one to ten years. We exclude options that are not reasonably certain to be exercised from our lease terms, ranging from one to five years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. For certain leases, we receive incentives from our landlords, such as rent abatements, which effectively reduce the total lease payments owed for these leases. Vehicle and other equipment operating leases have terms between one and five years.

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 March 31, 2023 and December 31, 2022:

	March 31,			December 31,
(In thousands)	2023			2022
Weighted average discount rate - operating leases		4.3	%		4.2	%
Weighted average discount rate - finance leases		6.1	%		6.1	%
Weighted average remaining lease term in years - operating leases		6.9			7.2
Weighted average remaining lease term in years - finance leases		1.8			2.0

The components of lease expense for the three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended
	March 31,
(In thousands)	2023		2022
Operating lease costs	$	897	$	913
Short-term lease costs		402		565
Total operating lease costs		1,299		1,478

Variable lease costs		259		305
Total lease costs	$	1,558	$	1,783

Maturities of our lease liabilities as of March 31, 2023 are as follows:

(In thousands)	Operating Leases			Financing Leases
2023 (9 months remaining)	$	2,690		$	128
2024		3,398			101
2025		2,954			38
2026		2,533			2
2027		2,280			-
Thereafter		6,938			-
Total lease payments		20,793			269
Less: interest		(2,773	)		(13	)
Total present value of lease liabilities	$	18,020		$	256

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7.	Assets held for rent

Assets held for rent consist of the following as of March 31, 2023 and December 31, 2022:

(In thousands)	2023			2022
Shippers placed in service	$	8,132		$	7,671
Fixed assets held for rent		4,686			4,686
Accumulated depreciation		(5,451	)		(4,952	)
Subtotal		7,367			7,405
Shippers and related components in production		1,638			1,659
Total	$	9,005		$	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 $843,000 and $896,000 in depreciation expense related to assets held for rent during the three months ended March 31, 2023 and 2022, respectively.

8.	Property and equipment

Property and equipment consist of the following as of March 31, 2023 and December 31, 2022:

	March 31,			December 31,
(In thousands)	2023			2022
Property and equipment
Leasehold improvements	$	5,110		$	5,249
Furniture and computer equipment		1,954			1,908
Manufacturing and other equipment		21,278			20,557
Construction in-progress		7,381			5,095
Subtotal		35,723			32,809
Less: Accumulated depreciation		(9,623	)		(9,171	)
Property and equipment, net	$	26,100		$	23,638

Depreciation expense for property and equipment was $878,000 and $757,000 for the three months ended March 31, 2023 and 2022, respectively.

9.	Goodwill and intangible assets

Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination is determined to have an indefinite useful life and is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350.

Intangible assets

Intangible assets, net consisted of the following as of March 31, 2023 and December 31, 2022:

(In thousands, except weighted average useful life)	March 31, 2023
Intangible assets:	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
Customer Relationships	$	11,288	$	(4,446	)	$	6,842		9.1
Tradenames		13,731		(4,556	)		9,175		12.6
Technology - acquired		27,892		(13,528	)		14,364		4.6
Non-compete agreements		1,187		(939	)		248		1.8
Total intangible assets	$	54,098	$	(23,469	)	$	30,629		8.0

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(In thousands, except weighted average useful life)	December 31, 2022
Intangible assets:	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Useful Life (in years)
Customer Relationships	$	11,288	$	(3,993	)	$	7,295		9.3
Tradenames		13,731		(4,323	)		9,408		12.8
Technology - acquired		27,892		(12,796	)		15,096		4.9
Non-compete agreements		1,187		(898	)		289		2.0
Total intangible assets	$	54,098	$	(22,010	)	$	32,088		8.2

Amortization expense for definite-lived intangible assets was $1.5 million and $2.9 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the Company expects to record the following amortization expense for definite-lived intangible assets:

(In thousands)	Amortization
For the Years Ending December 31,	Expense
2023 (9 months remaining)	$	3,972
2024		4,607
2025		4,435
2026		4,137
2027		3,383
Thereafter		10,095
Total	$	30,629

10.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following as of March 31, 2023 and December 31, 2022:

	March 31,		December 31,
(In thousands)	2023		2022
Accrued compensation	$	5,306	$	5,080
Accrued expenses		3,825		3,128
Deferred revenue, current		422		548
Accrued taxes		1,148		975
Other		-		51
Total accrued expenses and other current liabilities	$	10,701	$	9,782

11.

Warranty reserve liability

The Company reserves estimated exposures on known claims, as well as 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:

	Three Months Ended
	March 31,
(In thousands)	2023			2022
Beginning balance as of December 31, 2022 and 2021	$	8,312		$	9,398
Provision for warranties⁽¹⁾		1,891			1,419
Settlements of warranty claims⁽¹⁾		(1,308	)		(1,641	)
Ending Balance	$	8,895		$	9,176

(1)	Both the Provision for warranties and Settlements of warranty claims balances during the three months ended March 31, 2022 include immaterial reclassifications of $525,000 to reflect changes in warranty utilization on pre-existing claims

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12.

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 employee or upon the employee 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 significant pending or threatened litigation that is anticipated to result in unfavorable judgments against the Company.

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 March 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 and determined an estimated liability. The estimated liability was approximately $4.4 million and $3.7 million as of March 31, 2023 and December 31, 2022, respectively. Outside of the analysis performed to determine the sales tax liability related to the periods of 2019 through 2022, we assessed approximately $230,000 and $306,000 of sales tax obligations generated during the normal course of business as of March 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.

13.

Long-term debt

2022 term loan 3

On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement, which provided for up to $50 million in aggregate principal to be drawn. The term loan matures on June 1, 2026. The agreement provides for borrowings of up to $30 million upon closing and options to borrow up to $10 million between closing and June 30, 2023, up to $10 million upon the achievement of certain revenue milestones, and an additional $10 million at the discretion of the lender. The Company borrowed $20 million upon closing. 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%. 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. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of the date of this filing, the Company is in compliance with the covenants set forth in the 2022 term loan 3 agreement. In the event that borrowings under 2022 term loan 3 exceed $20 million, the Company will become subject to financial covenants.

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Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022:

					March 31,			December 31,
(In thousands)	Maturity Date	Interest Rate			2023			2022
2022 term loan 2	Various		4.0	%		2,896			2,896
2022 term loan 3	Jun-26		6.8	%		20,000			20,000
Insurance premium financing	Apr-23		5.0	%		505			1,074
Freezer equipment loan	Dec-25		5.7	%		430			466
Manufacturing equipment loans	Oct-25		5.7	%		243			266
Freezer installation loan	Various		6.3	%		1,012			1,078
Other loans	Various	Various				5			6
Total debt, excluding unamortized debt issuance costs						25,091			25,786
Less: unamortized debt issuance costs						(149	)		(179	)
Total debt						24,942			25,607
Less: current portion						(1,250	)		(1,814	)
Total long-term debt					$	23,692		$	23,793

2022 term loan 3 is secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling and Sexton, other than intellectual property. 2022 term loan 2 is secured by substantially all assets of Global Cooling and is effectively subordinated to the security interest established by the lenders of 2022 term loan 3. Equipment loans are secured by the financed equipment.

As of March 31, 2023, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:

(In thousands)	Amount
2023 (9 months remaining)	$	1,135
2024		5,481
2025		10,511
2026		5,219
2027		2,596
Thereafter		-
Total debt		24,942

14.

Revenue

To determine revenue recognition for contractual arrangements that we determine are within the scope of 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 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. As of March 31, 2023 and December 31, 2022, our deferred revenue balance totaled $422,000 and $558,000, respectively. During the three months ended March 31, 2023, the Company recognized approximately $242,000 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 cell processing tools, freezers, thawing devices, and cold chain 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 revenue is generated from the storage of biological and pharmaceutical materials. We recognize service revenue 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 ASC Topic 606, 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 three months ended March 31, 2023.

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The Company also generates revenue from the leasing of our property, plant, and equipment, operating right-of-use assets, and evo cold chain systems within its storage and storage services product line 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, plant, and equipment or operating right-of-use assets used to store the customer 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.

Applying the practical expedient from ASC Topic 842, consistent with the previous guidance, the Company will continue to recognize operating right-of-use asset embedded lessor arrangements on its Unaudited Condensed 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 from ASC Topic 842 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 three months ended March 31, 2023 and 2022 were comprised of the following:

	Three Months Ended
	March 31,
(In thousands, except percentages)	2023		2022
Product revenue
Freezer and thaw	$	12,381	$	15,335
Cell processing		18,993		14,899
Storage and storage services		219		154
Service revenue
Storage and storage services		3,825		3,090
Freezer and thaw		646		-
Rental revenue
Storage and storage services		1,639		2,742
Total revenue	$	37,703	$	36,220

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 is electing 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 March 31, 2023.

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The balances in the table below are partially based on judgments involved in estimating future orders from customers pursuant to their respective contracts:

(In thousands)

2023 (9 months

remaining)

2024

Total

Rental revenue

2,700

900

3,600

Service revenue

190

200

15.

Stock-based compensation

Service vesting-based stock options

The following is a summary of service vesting-based stock option activity for the March 31, 2023, and the status of service vesting-based stock options outstanding as of March 31, 2023:

	Three Months Ended
	March 31, 2023
	Options			Wtd. Avg. Exercise Price
Outstanding as of beginning of year		456,293		$	2.16
Exercised		(80,938	)		2.06
Outstanding as of March 31, 2023		375,355		$	2.18

Stock options exercisable as of March 31, 2023		375,355		$	2.18

As of March 31, 2023, there was $7.3 million of aggregate intrinsic value of outstanding and 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 reporting period 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 March 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 was $1.6 million and $3.6 million during the three months ended March 31, 2023 and 2022, respectively. There were no service based-vesting options granted during the three months ended March 31, 2023. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable as of March 31, 2023 is 2.7 years. There were no unrecognized compensation costs for service vesting-based stock options as of March 31, 2023.

Restricted stock

Service vesting-based restricted stock

The following is a summary of service vesting-based restricted stock activity for the three months ended March 31, 2023, and the status of unvested service vesting-based restricted stock outstanding as of March 31, 2023:

	Three Months Ended
	March 31, 2023
	Shares			Wtd. Avg. Grant Date Fair Value
Outstanding as of beginning of year		1,879,215		$	28.94
Granted		414,601			17.67
Vested		(346,184	)		27.51
Forfeited		(70,725	)		29.67
Non-vested as of March 31, 2023		1,876,907		$	26.69

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The aggregate fair value of the service vesting-based awards granted was $7.3 million and $7.9 million during the three months ended March 31, 2023 and 2022, respectively. The aggregate fair value of the service vesting-based awards that vested was $7.3 million and $5.0 million during the three months ended March 31, 2023 and 2022, respectively.

We recognized stock compensation expense related to service vesting-based awards of $6.1 million and $4.8 million during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was $46.1 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 three months ended March 31, 2023 and the status of market-based restricted stock outstanding as of March 31, 2023:

	Three Months Ended
	March 31, 2023
	Shares			Wtd. Avg. Grant
Outstanding as of beginning of year		271,044		$	30.64
Granted		268,738			24.23
Vested		(30,616	)		51.65
Non-vested as of March 31, 2023		509,166		$	26.00

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 March 31, 2023, the Company’s Compensation Committee determined the TSR attainment was 100% of the targeted shares and 30,616 shares were granted and immediately vested to the executives 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 fair value of this award was determined at the grant date 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 8, 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.

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We recognized stock compensation expense of $1.3 million related to market-based restricted stock awards for the three months ended March 31, 2023, and $605,000 during the three months ended March 31, 2022. As of March 31, 2023, there was $8.2 million in unrecognized non-cash compensation costs related to market-based restricted stock awards expected to vest. We expect to recognize those costs over 1.5 years.

The aggregate fair value of the market-based awards granted was $6.5 million during the three months ended March 31, 2023, and $6.7 million during the three months ended March 31, 2022. The aggregate fair value of the market-based awards that vested was $666,000 during the three months ended March 31, 2023, and $5.0 million during the three months ended March 31, 2022.

Total stock compensation expense

We recorded total stock compensation expense for the three months ended March 31, 2023 and 2022, as follows:

	Three Months Ended
	March 31,
(In thousands)	2023		2022
Cost of revenue	$	1,631	$	1,007
General and administrative costs		3,293		3,010
Sales and marketing costs		1,256		705
Research and development costs		1,183		677
Total	$	7,363	$	5,399

16.

Income taxes

The Company accounts for income taxes under ASC Topic 740 – Income Taxes. Under this standard, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company’s tax provision for interim periods is determined using an estimate of the annual effective income tax rate, adjusted for discrete items, if any, that occur in the relevant period. The income tax expense of $92,000 for the three months ended March 31, 2023 resulted in an effective income tax rate of negative 0.7%. Included in the $92,000 was a discrete tax expense of $505,000 related to stock compensation shortfall tax expenses, which were offset by a change in the valuation allowance.

The Company’s US projected effective income tax rate without discrete items was negative 1.1%, which is lower than the US federal statutory rate of 21% primarily due to the increase in the valuation allowance on US deferred tax assets and non-deductible executive compensation offset by state tax benefits and research tax credits.

Realization of deferred tax assets is dependent upon the generation of future taxable income, the timing and amount of which are uncertain. In determining the need for a valuation allowance, the Company’s management evaluates both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. After reviewing the evidence available, the Company’s management believes there is uncertainty regarding the future realizability of the U.S. net operating loss carryforward and is projecting a full valuation allowance of $40.1 million by year end. If operating results improve and projections indicate future utilization of the tax attributes, all or a portion of the valuation allowance would be released, resulting in a corresponding non-cash income tax benefit.

17.

Net loss per common 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 loss 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.

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The following table presents computations of basic and diluted earnings per share under the two-class method:

	Three Months Ended
	March 31,
(In thousands, except share and earnings per share data)	2023			2022
Basic earnings (loss) per common share
Numerator:
Net loss	$	(13,714	)	$	(7,421	)
Net loss allocated to common shareholders		(13,714	)		(7,421	)

Denominator:
Weighted-average common shares issued and outstanding		43,027,612			42,014,055
Basic loss earnings per common share	$	(0.32	)	$	(0.18	)

The following table sets forth the number of weighted-average common shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive:

	Three Months Ended
	March 31,
	2023		2022
Stock options and restricted stock awards		3,153,029		2,094,863
Total		3,153,029		2,094,863

18.

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 $311,000 and $226,000 in contributions to the plan for the three months ended March 31, 2023 and 2022, respectively.

19.

Subsequent events

The Company has evaluated events subsequent to March 31, 2023 through the date of this filing to assess the need for potential recognition or disclosure. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the Consolidated Financial Statements.

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Item 2. Management’s discussion and analysis of financial condition and results of operations

Forward looking statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Form 10-Q do not constitute guarantees of future performance and actual results could differ materially from those contained in the forward-looking statements. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about our products, including our newly acquired products, customers, regulatory approvals, the potential utility of and market for our products and services, our ability to implement our business strategy and anticipated business and operations, in particular following our acquisitions in recent years, future financial and operational performance, our anticipated future growth strategy, including the acquisition of other synergistic cell and gene therapy manufacturing tools and services or technologies or other companies or technologies, capital requirements, intellectual property, suppliers, joint venture partners, future financial and operating results, the impact of the COVID-19 pandemic, plans, objectives, expectations and intentions, revenues, costs and expenses, interest rates, outcome of contingencies, business strategies, regulatory filings and requirements, the estimated potential size of markets, capital requirements, the terms of any capital financing agreements, and other statements that are not historical facts. You can find many of these statements by looking for words like “believes”, “expects”, “anticipates”, “estimates”, “may”, “should”, “will”, “could”, “plan”, “intend”, or similar expressions in this Quarterly Report on Form 10-Q. We intend that such forward-looking statements be subject to the safe harbors created thereby.

These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form 10-K as of and for the fiscal year ended December 31, 2022 filed with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Overview

Management’s discussion and analysis provides additional insight into the Company and is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2022 filed with the SEC.

We are a life sciences company that develops, manufactures, and markets bioproduction tools and services which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and transportation in the cell and gene therapy (“CGT”) industry and broader biopharma markets. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution.

Our current portfolio of bioproduction tools and services are comprised of three revenue lines that contain seven main offerings: (i) cell processing (including biopreservation media for the preservation of cells and tissues, human platelet lysate media for the supplementation of cell expansion, cryogenic vials and automated fill machines that provide high-quality, efficient, and precise mixes of solutions), (ii) freezers and thaw systems (including a full line of mechanical ultra-low temperature (“ULT”), isothermal, and liquid nitrogen freezers and accessories, automated thaw devices which provide controlled, consistent thawing of frozen biologics in vials and cryobags), and (iii) storage and storage services (including biological and pharmaceutical storage services, and “smart”, cloud connected devices for transporting biologic payloads).

We currently operate as one bioproduction tools and services business which supports several steps in the biologic material manufacturing and delivery process. We have a diversified portfolio of tools and services that focuses on biopreservation, cell processing, frozen biologic storage products and services, cold-chain transportation, and thawing of biologic materials. We have in-house expertise in cryobiology and continue to capitalize on opportunities to maximize the value of our product platform for our extensive customer base through both organic growth innovations and acquisitions.

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Our products

Our bioproduction tools and services are comprised of three revenue lines that contain seven main offerings:

●

Cell processing

	○	Biopreservation media
	○	Human platelet lysate media (“hPL”), cryogenic vials, and automated cell-processing fill machines

●

Freezers and thaw systems

	○	Ultra-low temperature freezers
	○	Cryogenic freezers and accessories
	○	Automated thawing devices

●

Storage and storage services

	○	Biological and pharmaceutical material storage
	○	Cloud connected “smart” shipping containers

Biopreservation media

Our proprietary biopreservation media products, HypoThermosol FRS and CryoStor, are formulated to mitigate preservation-induced, delayed-onset cell damage and death, which result when cells and tissues are subjected to reduced temperatures. Our technology can provide our CGT customers with significant shelf-life extension of biologic source material and final cell products and can also greatly improve post-preservation cell and tissue viability and function. Our biopreservation media are serum-free, protein-free, fully defined, and manufactured under current Good Manufacturing Practices (cGMP). We strive to source wherever possible, the highest available grade, multi-compendium raw materials. We estimate our cell processing products have been incorporated in over 700 customer clinical applications, including numerous chimeric antigen receptor (“CAR”) T cell and other cell types.

Stability (i.e. shelf-life) and functional recovery are crucial aspects of academic research and clinical practice in the biopreservation of biologic-based source material, intermediate derivatives, and isolated/derived/expanded cellular products and therapies. Limited stability is especially critical in the CGT field, where harvested cells and tissues will lose viability over time, if not maintained appropriately at normothermic body temperature (37ºC) or stored in a hypothermic state in an effective preservation medium. Chilling (hypothermia) is used to reduce metabolism and delay degradation of harvested cells and tissues. However, subjecting biologic material to hypothermic environments induces damaging molecular stress and structural changes. Although cooling successfully reduces metabolism (i.e., lowers demand for energy), various levels of cellular damage and death occur when using suboptimal methods. Traditional biopreservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such as sugars, osmotic buffering agents and antibiotics. The limited stability, which results from the use of these traditional biopreservation media formulations, is a significant shortcoming that our optimized proprietary products address with great success.

Our scientific research activities over the last 30+ years enabled a detailed understanding of the molecular basis for the hypothermic and cryogenic (low-temperature induced) damage/destruction of cells through apoptosis and necrosis. This research led directly to the development of our HypoThermosol FRS and CryoStor technologies. Our proprietary biopreservation media products are specifically formulated to:

	●	Minimize cell and tissue swelling
	●	Reduce free radical levels upon formation
	●	Maintain appropriate low temperature ionic balances
	●	Provide regenerative, high energy substrates to stimulate recovery upon warming
	●	Avoid the creation of an acidic state (acidosis)
	●	Inhibit the onset of apoptosis and necrosis

A key feature of our biopreservation media products is their “fully-defined” profile. All of our cGMP products are serum-free, protein-free and are formulated and filled using aseptic processing. We strive to use USP/Multicompendial grade or the highest quality available synthetic components. All of these features benefit prospective customers by facilitating the qualification process required to incorporate our products into their regulatory filings.

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Competing biopreservation media products are often formulated with simple isotonic media cocktails, animal serum, potentially a single sugar or human protein. A key differentiator of our proprietary HypoThermosol FRS and CryoStor formulation is the engineered optimization of the key ionic component concentrations for low temperature environments, as opposed to normothermic body temperature around 37°C, as found in culture media or saline-based isotonic formulas. Competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”). Our CryoStor formulations incorporate multiple permeating and non-permeating cryoprotectant agents which allow for multiple mechanisms of protection and reduces the dependence on a single cryoprotectant. We believe that our products offer significant advantages over in-house formulations, or commercial “generic” preservation media, including, time savings, improved quality of components, more rigorous quality control release testing, cost effectiveness, and improved preservation efficacy.

The results of independent testing demonstrate that our biopreservation media products significantly extend shelf-life and improve cell and tissue post-thaw viability and function. Our products have demonstrated improved biopreservation outcomes, including greatly extended shelf-life and post-thaw viability, across a broad array of cell and tissue types.

We estimate that annual revenue from each customer commercial application in which our products are used could range from $500,000 to $2.0 million, if such application is approved and our customer commences large scale commercial manufacturing of the biologic based therapy.

Human platelet lysate media, cryogenic vials and automated cell-processing fill machines

Our bioproduction tools portfolio includes hPL for cell expansion, which reduces risk and improves downstream performance over fetal bovine serum, human serum, and other chemically defined media, CellSeal closed system vials that are purpose-built rigid containers used in 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..

For our Sexton vials and media, we estimate that annual revenue from each customer commercial application in which these products are used could also range from $500,000 to $2.0 million, if such application is approved and our customer commences large scale commercial manufacturing of the biologic-based therapy.

Ultra-low temperature freezers

Our portfolio of class defining ultra-low temperature freezers range in size from portable units to stationary upright freezers to accommodate a wide variety of use cases. Users can configure these freezers to achieve temperatures between -20°C and -86°C. The portfolio was designed to be environmentally friendly and energy efficient, using as little as 2.8 kWh/day at temperatures of -80°C. The freezers do not use compressor-based or cascade refrigeration systems. Instead, they use patented free-piston Stirling engine technology that uses fewer moving parts, resulting in maintenance cost savings for end users.

Liquid nitrogen freezers and storage devices

Our line of cryogenic freezers offer leading design and manufacture of state-of-the-art liquid nitrogen laboratory freezers, cryogenic equipment, and accessories.

Our line of liquid nitrogen freezers are controlled-rate freezers and Isothermal LN2 freezers, constructed with a patented system which stores liquid nitrogen in a jacketed space in the walls of the freezer. This dry storage method eliminates liquid nitrogen contact with stored specimens, reduces the risk of cross-contamination and provides increased user safety in a laboratory setting. To accommodate customer requirements, we offer customizable features including wide bodied and extended height.

To accompany the offerings of cryogenic freezer equipment, we supply equipment for storing critically important biological materials. This storage equipment includes upright freezer racks, chest freezer racks, liquid nitrogen freezer racks, canisters/cassettes and frames as well as laboratory boxes and dividers. Due to our onsite design and manufacturing capability, racks and canisters can be customized to address customers’ varying requirements.

In order to provide customers with a proactive approach to safety and monitoring of equipment containing liquefied gas, we offer Versalert, a patented wireless remote asset monitoring system that can monitor and record temperatures. Versalert has an intelligent mesh network system that enables customers to view current equipment conditions and receive alarm notification on smartphones, tablets or personal computers and maintain permanent electronic records for regulatory compliance and legal verification.

Automated, water-free thawing products

The ThawSTAR line includes automated vial and cryobag thawing products that control the heat and timing of the thawing process of biologic material. Our customizable, automated, water-free thawing products uses algorithmic programmed, heating plates to consistently bring biologic material from a frozen state to a liquid state in a controlled and consistent manner. This helps reduce cell structure damage during the temperature transition. The ThawSTAR products can reduce risks of contamination versus using a traditional water bath.

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Biological and pharmaceutical storage

We are a premier provider of biological and pharmaceutical storage services, including cold chain logistics that ensures materials are kept at target temperatures from the moment that the materials leave the customer’s premises to their ultimate return. Our state-of-the-art monitoring systems allow for customers to monitor the storage temperatures of their materials throughout the entire logistics chain.

We operate six storage facilities in the USA and one facility in the Netherlands.

evo cloud connected shipping containers

We are a leading developer and supplier of next generation cold chain management tools for cell and gene therapies. Our cloud-connected shipping containers and evo.is cloud app allows biologic products to be traced and tracked in real time. Our evo platform consists of rentable cloud-connected shippers that include technologies enabling tracking software to provide real-time information on geolocation, payload temperature, ambient temperature, tilt of shipper, humidity, altitude, and real-time alerts when a shipper has been opened. Our internally developed evo.is software allows customers to customize alert notifications both in data measurements and user requirements. The evo Dry Vapor Shipper (“DVS”) is specifically marketed for use with cell and gene therapies. The evo DVS has an improved form factor and ergonomics over the traditional dewar, including extended thermal performance, reduced liquid nitrogen recharge time, improved payload extractors, and ability to maintain temperature for longer periods if tilted on its side.

We utilize couriers who already have established logistic channels and distribution centers. Our strategy greatly reduces the cash need to build out specialized facilities around the world. Our partnerships with several white glove couriers allow us to scale our sales and marketing effort by leveraging their salesforce. Our courier partnerships market our evo platform to their existing cell and gene therapy customers as a cost effective and innovative solution. We also market directly to our existing and prospective customers who can utilize the evo platform through our courier partnerships.

Critical accounting policies and estimates

A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a description of our critical accounting policies that affect our more significant judgments and estimates used in the preparation of our Unaudited Condensed Consolidated Financial Statements, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and our significant accounting policies in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC and Note 1 to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on form 10-Q.

Results of operations

The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements and the related footnotes thereto.

Revenues

Total bioproduction tools and services revenue for three months ended March 31, 2023 and 2022 was comprised of the following:

	Three Months Ended
	March 31,
(In thousands, except percentages)	2023		2022		$ Change			% Change
Product revenue
Freezer and thaw	$	12,381	$	15,335	$	(2,954	)		(19	)%
Cell processing		18,993		14,899		4,094			27	%
Storage and storage services		219		154		65			42	%
Service revenue
Storage and storage services		3,825		3,090		735			24	%
Freezer and thaw		646		-		646			NM
Rental revenue
Storage and storage services		1,639		2,742		(1,103	)		(40	)%
Total revenue	$	37,703	$	36,220	$	1,483			4	%

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Product revenue

Product revenue was $31.6 million for the three months ended March 31, 2023, representing an increase of $1.2 million, or 4%, compared with the same period in 2022. This increase is driven by continued adoption of our cell processing products by customers in the CGT market.

Product revenue from our freezer and thaw products decreased by $3.0 million, or 19%, in the three months ended March 31, 2023 compared with the same period in 2022. The decrease can be attributed to a decrease in sales of our ULT freezer line compared to the prior year.

Product revenue from our cell processing products increased by $4.1 million, or 27%, in the three months ended March 31, 2023 compared with the same period in 2022. The increase is driven by the continued adoption of our cell processing products by customers in the CGT market.

Product revenue from our storage and storage services increased by $65,000, or 42%, in the three months ended March 31, 2023, compared with the same periods in 2022.

Service revenue

Service revenue was $4.5 million for the three months ended March 31, 2023, representing an increase of $1.4 million, or 45%, compared with the same period in 2022. The increase relates primarily to the expansion of service revenues generated by SciSafe storage services.

Rental revenue

Rental revenue was $1.6 million for the three months ended March 31, 2023, representing a decrease of $1.1 million, or 40% compared with 2022. The decrease can be attributed to the runout of an agreement with a major customer for the storage of material inputs in the COVID-19 vaccine during the prior year.

Costs and operating expenses

Total costs and operating expenses for three months ended March 31, 2023 and 2022 were comprised of the following:

	Three Months Ended
	March 31,
(In thousands, except percentages)	2023		2022			$ Change			% Change
Cost of product, rental, and service revenue	$	23,664	$	24,446		$	(782	)		(3	)%
General and administrative		14,842		11,530			3,312			29	%
Sales and marketing		6,471		4,891			1,580			32	%
Research and development		4,152		3,781			371			10	%
Intangible asset amortization		1,459		2,863			(1,404	)		(49	)
Acquisition costs		-		11			(11	)		(100	)%
Change in fair value of contingent consideration		720		(3,335	)		4,055			NM
Total operating expenses	$	51,308	$	44,187		$	7,121			16	%

Cost of product, rental, and service revenue

Cost of revenue decreased $782,000 for the three months ended March 31, 2023, or 3%, compared to the same period in 2022, due primarily to decreases in sales of our lower margin products within our freezer and thaw product line and increases in sales of our higher margin products within our cell processing product line.

Cost of revenue net of intangible amortization related to acquired technology was 65% and 71% as a percentage of revenue for the three months ended March 31, 2023 and 2022, respectively. This decrease in cost of revenue net of intangible amortization is a result of a favorable product mix in our media product line and a greater concentration of higher margin revenue as a percentage of total revenue, offset by increases in warranty costs and personnel expenses, including stock-based compensation expenses, compared to the prior year.

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General and administrative expenses

General and administrative (“G&A”) expense consists primarily of personnel-related costs, non-cash stock-based expense for administrative personnel and members of the board of directors, professional fees, such as accounting and legal, and corporate insurance.

G&A expenses for the three months ended March 31, 2023 increased $3.3 million, or 29%, compared with the same period in 2022. The increase reflects increased headcount compared to the prior year, driving increases in personnel expenses from stock-based compensation. We additionally experienced increases in professional services fees compared to the prior year.

We expect G&A expense to increase reflecting the infrastructure and costs related to supporting the larger expected enterprise created as a result of our growth strategy.

Sales and marketing expenses

Sales and marketing expense (“S&M”) consists primarily of salaries and other personnel-related costs, non-cash stock-based expense, consulting, trade shows, travel, sales commissions, and advertising.

S&M expense for the three months ended March 31, 2023 increased $1.6 million, 32%, compared with the same period in 2022. The increase is primarily due to increased personnel expenses from stock-based compensation.

We expect S&M expense to increase, as we expand our direct selling efforts to support the expansion of our product line offerings.

Research and development expenses

Research and development (“R&D”) expense consists primarily of salaries and other personnel-related costs, non-cash stock-based compensation expense, consulting, and external product development services.

R&D expense for the three months ended March 31, 2023 increased $371,000, or 10%, compared with the same period in 2022. The increase is primarily due to increased personnel costs, including stock-based compensation expenses.

We expect our R&D expense to increase as we continue to expand, develop, and refine our product line offerings.

Intangible asset amortization expense

Amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions of Astero, SAVSU, CBS, SciSafe, Global Cooling, and Sexton in which we acquired definite-lived intangible assets.

Acquisition costs

Acquisition costs consist of legal, accounting, and other due diligence costs incurred related primarily to our Global Cooling and Sexton acquisitions.

Change in fair value of contingent consideration

Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to our SciSafe acquisition. The benefit recognized in the three months ended March 31, 2023 relates primarily to changes in BioLife’s share price, as certain contingent consideration arrangements are payable in BioLife’s shares.

Other income and expense

Total other income and expenses for the three months ended March 31, 2023 and 2022 were comprised of the following:

	Three Months Ended
	March 31,
(In thousands, except percentages)	2023			2022			$ Change			% Change
Interest expense, net	$	(411	)	$	(184	)	$	(227	)		123	%
Other income		394			131			263			NM
Total other income, net	$	(17	)	$	(53	)	$	36			(68	)%

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Interest expense, net. Interest expense incurred during the three months ended March 31, 2023 related primarily to the loan obtained in September 2022 and two loans that were assumed in the acquisition of Global Cooling. We also earn interest on cash held in our money market account. Increases in interest expenses during the three months ended March 31, 2023 can also be attributed to the increases in interest rates set by the United States Federal Reserve, causing the variable interest component on our 2022 term loan to be exposed to increasing interest rates.

Liquidity and capital resources

On March 31, 2023 and December 31, 2022, we had $56.9 million and $64.1 million in cash, cash equivalents, and available-for-sale securities, respectively. We additionally have the ability to borrow up to $30 million under our 2022 term loan 3. See Note 13: Long-term debt for additional details on borrowing requirements under 2022 term loan 3. 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 Form 10-Q. However, the Company may choose to raise additional capital through a debt or equity financing in order to pursue additional acquisition or strategic investment opportunities. Additional capital, if required, may not be available on reasonable terms, if at all.

Cash flows

	Three Months Ended
	March 31,
(In thousands)	2023			2022			$ Change
Operating activities	$	(2,712	)	$	(7,924	)	$	5,212
Investing activities		2,926			(2,270	)		5,196
Financing activities		(562	)		(181	)		(381	)
Net decrease in cash and cash equivalents	$	(348	)	$	(10,375	)	$	10,027

Net cash used in operating activities

Net cash used by operating activities was $2.7 million during the three months ended March 31, 2023 compared to $7.9 million during the three months ended March 31, 2022. The decrease in cash used by operating activities was primarily the result of the timing of collection and disbursement of working capital related items in accounts receivable, inventories, and accounts payable.

Net cash provided by (used in) investing activities

Net cash provided by investing activities totaled $2.9 million during the three months ended March 31, 2023 compared to $2.3 million used in investing activities for the three months ended March 31, 2022. The increase in cash provided by investing activities was primarily driven by $14.9 million in maturities of our investments in available-for-sale marketable securities made throughout the year ended December 31, 2022. This was offset by $8.2 million in investments made in additional available-for-sale marketable securities in addition to $3.3 million of purchases of property, plant, and equipment for the buildout of freezer storage capacity and

manufacturing equipment.

Net cash used in financing activities

Net cash used by financing activities totaled $562,000 during the three months ended March 31, 2023, compared to $181,000 during the three months ended March 31, 2022. The increase in cash used by financing activities was the result of increased payments on financed insurance premiums.

Off-balance sheet arrangements

As of March 31, 2023, we did not have any off-balance sheet arrangements.

Contractual obligations

We previously disclosed certain contractual obligations and contingencies and commitments relevant to us within the financial statements and Management Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. Other than the contractual obligation listed below, there have been no significant changes to these obligations in the three months ended March 31, 2023.

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Purchase obligations

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of March 31, 2023, our total short-term obligations were $6.4 million.

Item 3. Quantitative and qualitative disclosures about market risk

Interest rate risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt. Our long-term debt primarily bears interest at a fixed rate, with a variable component subject to an interest rate ceiling. Fluctuations in interest rates therefore do not materially impact our consolidated financial statements from long-term debt. For additional information about our long-term debt, see Note 13 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Foreign currency exchange risk

For a discussion of market risks related to foreign currency exchange rates, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022. During the three months ended March 31, 2023, there were no material changes or developments that would materially alter the market risk assessment of our exposures to foreign currency exchange rates performed as of December 31, 2022.

Item 4. Controls and procedures

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Form 10-Q were not effective, due to the material weaknesses in our internal controls over financial reporting. As previously reported, we identified material weaknesses in our internal controls over financial reporting as of December 31, 2022 with regard to (i) inappropriately designed entity-level controls impacting the control environment, risk assessment procedures, and monitoring activities to prevent or detect material misstatements to the consolidated financial statements attributed to an insufficient number of qualified resources and inadequate oversight and accountability over the performance of controls, ineffective identification and assessment or risks impacting internal control over financial reporting, and ineffective monitoring controls; (ii) information system logical access within certain key financial systems; (iii) accounting policies and procedures and related controls over complex financial statement areas; (iv) accounting policies, procedures, and related controls over revenue recognition and procure to pay processes; (v) inadequate risk assessment procedures, or maintenance of effectively designed and implemented accounting policies, procedures, and related controls, over the recognition and measurement of indirect tax liabilities in the consolidated financial statements in accordance with the applicable financial reporting requirements.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Control. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within BioLife Solutions have been detected.

Remediation.

We are continuing to implement remediation plans outlined in our Annual Report on Form 10-K for the year ended December 31, 2022. We also may implement additional changes to our internal control over financial reporting as may be appropriate in the course of remediating the material weaknesses. Management, with the oversight of the Audit Committee, will continue to take steps necessary to remedy the material weaknesses to reinforce the overall design and capability of our control environment.

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PART II: Other information

Item 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

Item 1A. RISK FACTORS

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which BioLife has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2022 and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the period ended December 31, 2022.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

None.

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Item 6. Exhibits

Exhibit No.		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BIOLIFE SOLUTIONS, INC.


Date: May 11, 2023	/s/ Troy Wichterman
	Troy Wichterman
	Chief Financial Officer
	(Duly authorized officer and principal
	financial and accounting officer)

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BIOLIFE SOLUTIONS, INC.

INDEX TO EXHIBITS

Exhibit No.		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)