Discontinued Operations

3 Months Ended

Mar. 31, 2025

Discontinued Operations

Discontinued Operations

Note 6. Discontinued Operations

On March 31, 2025, we entered into the Sale and Purchase agreement with DHL, pursuant to which the Company would divest its CRYOPDP specialty courier business, an operating segment within its Life Sciences Services reportable segment. The purchase price is based on a total enterprise value of $195 million, comprised of a cash payment of approximately $138 million, subject to typical adjustments for customary items, and the repayment of outstanding intercompany loans owed by CRYOPDP to the Company, estimated to be approximately $67 million, less cash and other debt-like items of $10 million. The Sale and Purchase Agreement provides that at closing, and as a condition to the closing obligations of the parties, the parties and/or their affiliates will enter into certain ancillary agreements, including a master partnership agreement, which provides a framework for the Company, DHL, and CRYOPDP to provide their respective services to each other’s customers, and a transitional services agreement, pursuant to which, among other things, certain entities of the Company will provide certain operational transition services to DHL for a period of time after the closing. The divestiture, and the partnership with DHL, will enable the Company to better execute its business in EMEA and APAC with a stronger focus on its core business in these regions, creating even greater opportunities to offer highly targeted, top-tier services in answering market demand for its services and products.

The transaction is subject to customary closing conditions, including regulatory approval under relevant government antitrust and foreign direct investment laws, and is expected to close in the second or third quarter of 2025. The transaction represents a strategic shift that has a major effect on the Company’s operations and financial results, and as a result, the results of the CRYOPDP business were classified as discontinued operations in our condensed consolidated statements of operations and excluded from both continuing operations and Life Sciences Services segment results for all periods presented. Results of discontinued operations include all revenues and expenses directly derived from the CRYOPDP business. The CRYOPDP business was classified as discontinued operations in our condensed consolidated balance sheets.

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of the CRYOPDP operating segment classified as held for sale in the condensed consolidated balance sheets:


		March 31,			December 31,
		2025			2024
		(unaudited)
Assets:
Cash and cash equivalents		$	11,259		$	11,152
Accounts receivable, net			17,202			20,475
Inventories			1,377			994
Prepaid expenses and other current assets			4,558			3,630
Total current assets of discontinued operations			34,396			36,251
Property and equipment, net			9,034			8,826
Operating lease right-of-use assets			8,846			7,268
Intangible assets, net			22,808			22,537
Goodwill			31,633			31,091
Other assets			1,373			977
Total long-term assets of discontinued operations			73,694			70,699
Total assets of discontinued operations		$	108,090		$	106,950

Liabilities:
Accounts payable and other accrued expenses		$	13,999		$	11,313
Accrued compensation and related expenses			2,154			1,884
Deferred revenue			47			45
Current portion of operating lease liabilities			2,261			2,020
Current portion of finance lease liabilities			166			173
Total current liabilities of discontinued operations			18,627			15,435
Operating lease liabilities, net of current portion			6,862			5,526
Finance lease liabilities, net of current portion			390			445
Deferred tax liabilities			1,679			1,727
Other long-term liabilities			99			99
Total long-term liabilities of discontinued operations			9,030			7,797
Total liabilities of discontinued operations		$	27,657		$	23,232

Accounts receivable at March 31, 2025 and December 31, 2024 are net of allowance for credit losses of $0.9 million and $0.9 million, respectively.

The following table presents information regarding certain components of loss from discontinued operations in the condensed consolidated statements of operations:


		Three Months Ended
		March 31,
		2025			2024
Life Sciences Services revenue		$	17,093		$	17,301
Cost of services revenue			(10,106)			(10,591)
Selling, general and administrative			(9,838)			(10,483)
Other income			9			17
Pretax loss from discontinued operations			(2,842)			(3,756)
Provision for income taxes			(111)			(104)
Loss from discontinued operations, net		$	(2,953)		$	(3,860)

The following table presents depreciation and amortization, capital expenditures and significant operating and investing noncash items from discontinued operations for the three months ended March 31, 2025 and 2024 included within the condensed consolidated statements of cash flows:


		Three Months Ended
		March 31,
		2025			2024
Operating activities:
Depreciation and amortization		$	1,512		$	1,722
Stock-based compensation expense			636			790
Non-cash operating lease expense			554			540
Investing activities:
Purchases of property and equipment		$	506		$	126
Software development costs			369			355