3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
Unaudited Pro Forma Condensed Consolidated Financial Information
Effective as of November 12, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company” or "BioLife"), completed the sale of all of the issued and outstanding common stock of SciSafe, Holdings, Inc., a Delaware corporation and its operating companies, SciSafe, Inc., a New Jersey corporation (“SciSafe NJ”) and BioLife Solutions B.V., a Netherlands entity (“Solutions” and, together with SciSafe NJ, “SciSafe”), each an indirect, wholly owned subsidiary of the Company, to SubZero Purchaser Corp., a Delaware corporation ("Buyer") for an aggregate cash purchase price of $73.0 million (the "Transaction"), pursuant to the terms of the Stock Purchase Agreement, dated November 12, 2024 by and among the Company, SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company, and Buyer.
The unaudited pro forma condensed consolidated financial information has been derived from the Company’s historical consolidated financial statements and gives effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024, reflects the Company’s financial position as if the Transaction had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021 reflect the Company’s operating results as if the Transaction had occurred as of January 1, 2021. In addition, the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2024, reflect certain adjustments described herein that are incremental to those related to the Transaction discussed above as if they had occurred on January 1, 2024. In our future public filings, beginning in the year ended December 31, 2024, the historical financial results of SciSafe will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024, and the unaudited condensed consolidated financial statements and accompanying notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 9, 2024, which include the re-casted consolidated financial statements due to previous disposal transaction of April 17, 2024 that also qualified as a discontinued operations.
The unaudited pro forma condensed consolidated financial information has been prepared based upon currently available information and management estimates and is subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company’s future results of operations or financial condition. The Company's actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date.
The “Historical BioLife” column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements for each of the periods presented and does not reflect any adjustments related to the Transaction and related transactions.
The “SciSafe Transaction Adjustments” column in the unaudited pro forma condensed consolidated financial information gives effect to the Transaction and has been prepared consistent with the guidance for discontinued operations, ASC 205-20 Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”), under GAAP. Therefore, the Company did not allocate any general corporate overhead expenses to the discontinued operations. As such, the unaudited pro forma condensed consolidated financial information does not reflect what our results of operations would have been on a stand-alone basis and is not necessarily indicative of future results of operations. In addition, our current estimates for discontinued operations are preliminary and actual results could differ from these estimates as the Company finalizes the discontinued operations accounting to be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated financial information is based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the impact of the Transaction on the Company’s financial condition and results of operations.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Balance Sheet
(Unaudited, amounts in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 |
| (In thousands, except per share and share data) | Historical BioLife | | SciSafe Transaction Adjustments | | | Note 2 | | Pro Forma BioLife |
| Assets | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | $ | 22,014 | | | $ | 70,295 | | | | (a) | | $ | 92,309 | |
| Restricted cash | 31 | | | — | | | | | | 31 | |
| Available-for-sale securities, current portion | 12,120 | | | — | | | | | | 12,120 | |
| Accounts receivable, trade, net | 18,064 | | | (6,811) | | | | (b) | | 11,253 | |
| Inventories | 32,496 | | | — | | | | | | 32,496 | |
| Prepaid expenses and other current assets | 3,475 | | | (640) | | | | (b) | | 2,835 | |
| Total current assets | 88,200 | | | 62,844 | | | | | | 151,044 | |
| | | | | | | | |
| Assets held for rent, net | 11,094 | | | (4,059) | | | | (b) | | 7,035 | |
| Property and equipment, net | 17,256 | | | (11,567) | | | | (b) | | 5,689 | |
| Operating lease right-of-use assets, net | 10,400 | | | (4,083) | | | | (b) | | 6,317 | |
| Financing lease right-of-use assets, net | 36 | | | (36) | | | | (b) | | — | |
| Long-term deposits and other assets | 241 | | | (170) | | | | (b) | | 71 | |
| Available-for-sale securities, long term | 2,688 | | | — | | | | | | 2,688 | |
| Equity Investments | 995 | | | — | | | | | | 995 | |
| Intangible assets, net | 19,325 | | | (8,700) | | | | (b) | | 10,625 | |
| Goodwill | 224,741 | | | (11,108) | | | | (d) | | 213,633 | |
| Total assets | $ | 374,976 | | | $ | 23,121 | | | | | | $ | 398,097 | |
| | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | $ | 4,213 | | | $ | (723) | | | | (b) | | $ | 3,490 | |
| Accrued expenses and other current liabilities | 8,128 | | | 3,081 | | | | (b)(e) | | 11,209 | |
| Sales taxes payable | 4,860 | | | (51) | | | | (b) | | 4,809 | |
| Warranty liability | 183 | | | — | | | | | | 183 | |
| Lease liabilities, operating, current portion | 2,504 | | | (1,330) | | | | (b) | | 1,174 | |
| Lease liabilities, financing, current portion | 317 | | | (24) | | | | (b) | | 293 | |
| Debt, current portion | 10,614 | | | (459) | | | | (a) | | 10,155 | |
| Contingent consideration | — | | | 3,250 | | | | (g) | | 3,250 | |
| Total current liabilities | 30,819 | | | 3,744 | | | | | | 34,563 | |
| | | | | | | | |
| Lease liabilities, operating, long-term | 11,075 | | | (2,937) | | | | (b) | | 8,138 | |
| Lease liabilities, financing, long-term | 996 | | | (15) | | | | (b) | | 981 | |
| Debt, long-term | 10,451 | | | (446) | | | | (a) | | 10,005 | |
| Deferred tax liabilities | 193 | | | — | | | | | | 193 | |
| Total liabilities | 53,534 | | | 346 | | | | | | 53,880 | |
| | | | | | | | |
| Shareholders’ equity: | | | | | | | | |
| Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of December 31, 2023 | — | | | — | | | | | | — | |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock, $0.001 par value; 150,000,000 shares authorized, 45,167,225 shares issued and outstanding as of December 31, 2023 | 46 | | | — | | | | | | 46 | |
| Additional paid-in capital | 667,808 | | | — | | | | | | 667,808 | |
| Accumulated other comprehensive loss, net of taxes | (555) | | | 543 | | | | (b) | | (12) | |
| Accumulated deficit | (345,857) | | | 22,232 | | | | (c)(e)(f) | | (323,625) | |
| Total shareholders’ equity | 321,442 | | | 22,775 | | | | | | 344,217 | |
| Total liabilities and shareholders’ equity | $ | 374,976 | | | $ | 23,121 | | | | | | $ | 398,097 | |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2024 |
| (In thousands, except per share and share data) | Historical BioLife | | SciSafe Transaction Adjustments | | | Note 2 | | Pro Forma BioLife |
| | | | | | | | |
| Product revenue | $ | 41,167 | | | $ | — | | | | | | $ | 41,167 | |
| Service revenue | 9,513 | | | (9,181) | | | | (c) | | 332 | |
| Rental revenue | 4,427 | | | (1,232) | | | | (c) | | 3,195 | |
| Total product, service, and rental revenue | 55,107 | | | (10,413) | | | | | | 44,694 | |
| Costs and operating expenses: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Cost of product, service, and rental revenue (exclusive of intangible assets amortization) | 26,001 | | | (7,930) | | | | (c) | | 18,071 | |
| General and administrative | 22,604 | | | (1,411) | | | | (c) | | 21,193 | |
| Sales and marketing | 6,858 | | | (462) | | | | (c) | | 6,396 | |
| Research and development | 4,776 | | | — | | | | | | 4,776 | |
| | | | | | | | |
| Intangible asset amortization | 1,824 | | | (453) | | | | (c) | | 1,371 | |
| Change in fair value of contingent consideration | — | | | 3,250 | | | | (g) | | 3,250 | |
| SciSafe employee stock based compensation expenses | — | | | 4,430 | | | | (e) | | 4,430 | |
| Gain on sale of SciSafe | — | | | (28,511) | | | | (d)(f) | | (28,511) | |
| Total operating expense | 62,063 | | | (31,087) | | | | | | 30,976 | |
| Operating (loss) income | (6,956) | | | 20,674 | | | | | | 13,718 | |
| | | | | | | | |
| Other expense: | | | | | | | | |
| Change in fair value of equity investments | (4,074) | | | — | | | | | | (4,074) | |
| Interest expense, net | (529) | | | 7 | | | | (c) | | (522) | |
| Other income | 322 | | | 79 | | | | (c) | | 401 | |
| Total other expense, net | (4,281) | | | 86 | | | | | | (4,195) | |
| | | | | | | | |
| (Loss) income before income tax expense | (11,237) | | | 20,760 | | | | | | 9,523 | |
| Income tax expense | (121) | | | 96 | | | | (c) | | (25) | |
| Net (loss) income from continuing operations | $ | (11,358) | | | $ | 20,856 | | | | | | $ | 9,498 | |
| | | | | | | | |
| Discontinued operations: | | | | | | | | |
| Loss from discontinued operations before income tax expense | (19,572) | | | — | | | | | | (19,572) | |
| Income tax expense | (10) | | | — | | | | | | (10) | |
| Loss from discontinued operations | $ | (19,582) | | | $ | — | | | | | | $ | (19,582) | |
| | | | | | | | |
| Net loss | $ | (30,940) | | | $ | 20,856 | | | | | | $ | (10,084) | |
| | | | | | | | |
| (Loss) income from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (11,358) | | | $ | 20,856 | | | | | | $ | 9,498 | |
| Loss from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (19,582) | | | $ | — | | | | | | $ | (19,582) | |
| (Loss) income per share from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.25) | | | $ | 0.46 | | | | | | $ | 0.21 | |
| Loss per share from discontinued operations attributable to common shareholders: | | | | | | | | |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | | | | |
| Basic and Diluted | $ | (0.43) | | | $ | — | | | | | | $ | (0.43) | |
| Net loss attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (30,940) | | | $ | 20,856 | | | | | | $ | (10,084) | |
| Net loss per share attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.68) | | | $ | 0.46 | | | | | | $ | (0.22) | |
| | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | |
| Basic and Diluted | 45,718,232 | | | | | | | | 45,718,232 | |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In thousands, except per share and share data) | Historical BioLife | | SciSafe Transaction Adjustments | | | Note 2 | | Pro Forma BioLife |
| | | | | | | | |
| Product revenue | $ | 82,346 | | | $ | — | | | | | | $ | 82,346 | |
| Service revenue | 17,074 | | | (16,528) | | | | (c) | | 546 | |
| Rental revenue | 8,025 | | | (1,486) | | | | (c) | | 6,539 | |
| Total product, service, and rental revenue | 107,445 | | | (18,014) | | | | | | 89,431 | |
| Costs and operating expenses: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Cost of product, service, and rental revenue (exclusive of intangible assets amortization) | 59,837 | | | (17,283) | | | | (c) | | 42,554 | |
| General and administrative | 50,464 | | | (3,487) | | | | (c) | | 46,977 | |
| Sales and marketing | 15,348 | | | (1,317) | | | | (c) | | 14,031 | |
| Research and development | 14,702 | | | — | | | | | | 14,702 | |
| Asset impairment charges | 8,310 | | | — | | | | | | 8,310 | |
| Intangible asset amortization | 5,050 | | | (907) | | | | (c) | | 4,143 | |
| | | | | | | | |
| Change in fair value of contingent consideration | (2,193) | | | — | | | | | | (2,193) | |
| Gain on sale of SciSafe | — | | | (18,640) | | | | (d)(f) | | (18,640) | |
| Total operating expenses | 151,518 | | | (41,634) | | | | | | 109,884 | |
| Operating loss | (44,073) | | | 23,620 | | | | | | (20,453) | |
| | | | | | | | |
| Other income: | | | | | | | | |
| Gain on settlement of Global Cooling escrow | 5,115 | | | — | | | | | | 5,115 | |
| Interest expense, net | (1,681) | | | 13 | | | | (c) | | (1,668) | |
| Other income | 1,221 | | | 87 | | | | (c) | | 1,308 | |
| Total other income, net | 4,655 | | | 100 | | | | | | 4,755 | |
| | | | | | | | |
| Loss before income tax (expense) benefit | (39,418) | | | 23,720 | | | | | | (15,698) | |
| Income tax (expense) benefit | (156) | | | 172 | | | | (c) | | 16 | |
| Loss from continuing operations | $ | (39,574) | | | $ | 23,892 | | | | | | $ | (15,682) | |
| | | | | | | | |
| Discontinued operations: | | | | | | | | |
| Loss from discontinued operations before income tax expense | (28,415) | | | — | | | | | | (28,415) | |
| Income tax expense | (13) | | | — | | | | | | (13) | |
| Loss from discontinued operations | $ | (28,428) | | | $ | — | | | | | | $ | (28,428) | |
| | | | | | | | |
| Net loss | $ | (68,002) | | | $ | 23,892 | | | | | | $ | (44,110) | |
| | | | | | | | |
| Loss from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (39,574) | | | $ | 23,892 | | | | | | $ | (15,682) | |
| Loss from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (28,428) | | | $ | — | | | | | | $ | (28,428) | |
| Loss per share from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.91) | | | $ | 0.55 | | | | | | $ | (0.36) | |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | | | | |
| Loss per share from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.65) | | | $ | — | | | | | | $ | (0.65) | |
| Net loss attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (68,002) | | | $ | 23,892 | | | | | | $ | (44,110) | |
| Net loss per share attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (1.56) | | | $ | 0.55 | | | | | | $ | (1.01) | |
| | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | |
| Basic and Diluted | 43,719,185 | | — | | | | | 43,719,185 |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 |
| (In thousands, except per share and share data) | Historical BioLife | | SciSafe Transaction Adjustments | | | Note 2 | | Pro Forma BioLife |
| | | | | | | | |
| Product revenue | $ | 88,085 | | | $ | — | | | | | | $ | 88,085 | |
| Service revenue | 15,308 | | | (15,234) | | | | (c) | | 74 | |
| Rental revenue | 10,451 | | | (6,228) | | | | (c) | | 4,223 | |
| Total product, service, and rental revenue | 113,844 | | | (21,462) | | | | | | 92,382 | |
| Costs and operating expenses: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Cost of product, service, and rental revenue (exclusive of intangible assets amortization) | 56,316 | | | (15,060) | | | | (c) | | 41,256 | |
| General and administrative | 41,012 | | | (4,683) | | | | (c) | | 36,329 | |
| Sales and marketing | 13,294 | | | (699) | | | | (c) | | 12,595 | |
| Research and development | 10,539 | | | (12) | | | | (c) | | 10,527 | |
| Intangible asset amortization | 5,726 | | | (907) | | | | (c) | | 4,819 | |
| | | | | | | | |
| Change in fair value of contingent consideration | (4,754) | | | — | | | | | | (4,754) | |
| Gain on sale of SciSafe | — | | | (20,872) | | | | (d)(f) | | (20,872) | |
| Total operating expenses | 122,133 | | | (42,233) | | | | | | 79,900 | |
| Operating (loss) income | (8,289) | | | 20,771 | | | | | | 12,482 | |
| | | | | | | | |
| Other income: | | | | | | | | |
| Change in fair value of investments | 697 | | | — | | | | | | 697 | |
| Interest expense, net | (430) | | | 118 | | | | (c) | | (312) | |
| Other income | 700 | | | (34) | | | | (c) | | 666 | |
| Total other income, net | 967 | | | 84 | | | | | | 1,051 | |
| | | | | | | | |
| (Loss) income before income tax benefit | (7,322) | | | 20,855 | | | | | | 13,533 | |
| Income tax benefit | 5,033 | | | 194 | | | | (c) | | 5,227 | |
| (Loss) income from continuing operations | $ | (2,289) | | | $ | 21,049 | | | | | | $ | 18,760 | |
| | | | | | | | |
| Discontinued operations: | | | | | | | | |
| Loss from discontinued operations before income tax expense | (137,506) | | | — | | | | | | (137,506) | |
| Income tax expense | (10) | | | — | | | | | | (10) | |
| Loss from discontinued operations | $ | (137,516) | | | $ | — | | | | | | $ | (137,516) | |
| | | | | | | | |
| Net loss | $ | (139,805) | | | $ | 21,049 | | | | | | $ | (118,756) | |
| | | | | | | | |
| (Loss) income from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (2,289) | | | $ | 21,049 | | | | | | $ | 18,760 | |
| Loss from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (137,516) | | | $ | — | | | | | | $ | (137,516) | |
| (Loss) income per share from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.05) | | | $ | 0.50 | | | | | | $ | 0.44 | |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | | | | |
| Loss per share from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (3.24) | | | $ | — | | | | | | $ | (3.24) | |
| Net loss attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (139,805) | | | $ | 21,049 | | | | | | $ | (118,756) | |
| Net loss per share attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (3.29) | | | $ | 0.50 | | | | | | $ | (2.80) | |
| Weighted average common shares outstanding: | | | | | | | | |
| Basic and Diluted | 42,481,027 | | — | | | | | 42,481,027 |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| (In thousands, except per share and share data) | Historical BioLife | | SciSafe Transaction Adjustments | | | Note 2 | | Pro Forma BioLife |
| | | | | | | | |
| Product revenue | $ | 62,729 | | | $ | — | | | | | | $ | 62,729 | |
| Service revenue | 9,817 | | | (9,817) | | | | (c) | | — | |
| Rental revenue | 7,426 | | | (4,913) | | | | (c) | | 2,513 | |
| Total product, service, and rental revenue | 79,972 | | | (14,730) | | | | | | 65,242 | |
| Costs and operating expenses: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Cost of product, rental, and service revenue (exclusive of intangible assets amortization) | 39,002 | | | (9,665) | | | | (c) | | 29,337 | |
| General and administrative | 30,283 | | | (4,822) | | | | (c) | | 25,461 | |
| Sales and marketing | 9,596 | | | (349) | | | | (c) | | 9,247 | |
| Research and development | 8,925 | | | — | | | | | | 8,925 | |
| Intangible asset amortization | 4,406 | | | (907) | | | | (c) | | 3,499 | |
| | | | | | | | |
| Change in fair value of contingent consideration | 2,875 | | | — | | | | | | 2,875 | |
| Gain on sale of SciSafe | — | | | (18,207) | | | | (d)(f) | | (18,207) | |
| Total operating expenses | 95,087 | | | (33,950) | | | | | | 61,137 | |
| Operating (loss) income | (15,115) | | | 19,220 | | | | | | 4,105 | |
| | | | | | | | |
| Other income: | | | | | | | | |
| Change in fair value of warrant liability | (121) | | | — | | | | | | (121) | |
| Interest expense, net | (187) | | | 117 | | | | (c) | | (70) | |
| Other income (expense) | 275 | | | (284) | | | | (c) | | (9) | |
| Gain on acquisition of Sexton Biotechnologies, Inc. | 6,451 | | | — | | | | | | 6,451 | |
| Total other income, net | 6,418 | | | (167) | | | | | | 6,251 | |
| | | | | | | | |
| (Loss) income before income tax benefit | (8,697) | | | 19,053 | | | | | | 10,356 | |
| Income tax benefit | 15,542 | | | 14 | | | | (c) | | 15,556 | |
| Income from continuing operations | $ | 6,845 | | | $ | 19,067 | | | | | | $ | 25,912 | |
| | | | | | | | |
| Discontinued operations: | | | | | | | | |
| Loss from discontinued operations before income tax benefit | (20,329) | | | — | | | | | | (20,329) | |
| Income tax benefit | 4,576 | | | — | | | | | | 4,576 | |
| Loss from discontinued operations | $ | (15,753) | | | $ | — | | | | | | $ | (15,753) | |
| | | | | | | | |
| Net (loss) income | $ | (8,908) | | | $ | 19,067 | | | | | | $ | 10,159 | |
| | | | | | | | |
| Income from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | 6,845 | | | $ | 19,067 | | | | | | $ | 25,912 | |
| Loss from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (15,753) | | | $ | — | | | | | | $ | (15,753) | |
| Income per share from continuing operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | 0.18 | | | $ | 0.50 | | | | | | $ | 0.67 | |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | | | | |
| Loss per share from discontinued operations attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.41) | | | $ | — | | | | | | $ | (0.41) | |
| Net (loss) income attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (8,908) | | | $ | 19,067 | | | | | | $ | 10,159 | |
| Net (loss) income per share attributable to common shareholders: | | | | | | | | |
| Basic and Diluted | $ | (0.23) | | | $ | 0.50 | | | | | | $ | 0.26 | |
| | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | |
| Basic and Diluted | 38,503,944 | | — | | | | | 38,503,944 |
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared based on BioLife's historical consolidated financial statements and in accordance with Article 11 of SEC Regulation S-X, Pro Forma Financial Information.
SciSafe Discontinued Operations reflect associated assets, liabilities, and stockholders’ equity and results of operations attributable to SciSafe that were included in the Company’s historical consolidated financial statements in accordance with ASC 205-20. These amounts exclude general corporate overhead costs which were historically allocated to SciSafe that do not meet the requirements to be presented in discontinued operations.
Note 2. Pro Forma Adjustments and Assumptions
The unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations, respectively, present the pro forma adjustments to historical financial results directly attributable to the Transaction in accordance with ASC 205-20, as follows.
(a) This adjustment represents the receipt of cash consideration less fees to be paid to the broker, attorneys, and other external parties, in addition to cash used in the payoff of certain equipment loans in connection with the closing of the transaction.
| | | | | | | | |
| Closing Transaction Summary | | Amount |
| Cash consideration received | | $ | 73,000 | |
| Equipment loan payoff | | (905) | |
| Fees to be paid for legal and other transaction services | | (1,800) | |
| Net Closing Transaction Proceeds | | $ | 70,295 | |
(b) These adjustments represent the disposal of assets and liabilities attributable to SciSafe.
(c) These adjustments represent the disposal of revenues, and costs and operating expenses of SciSafe.
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
(d) This adjustment reflects the Company's allocation of goodwill to SciSafe on a fair value basis.
(e) This adjustment reflects the Company's compensation expenses associated with the acceleration of unvested shares for all former employees of the Company that remained with SciSafe upon the closing of the Transaction ($4.0M).
(f) This adjustment reflects the calculated gain on the disposal of SciSafe.
| | | | | | | | |
| Gain on Sale of SciSafe as of June 30, 2024 | | |
| Net Closing Transaction Proceeds | | $ | 70,295 | |
| | |
| Current Assets | | 7,451 | |
| Long-Term Assets before allocation of goodwill | | 28,615 | |
| Total Assets | | 36,066 | |
| | |
| Current Liabilities, excluding retained portion of current debt | | (3,477) | |
| Long-Term Liabilities, excluding retained portion of long-term debt | | (2,952) | |
| Less: Costs allocated to SciSafe as accrued expenses | | 496 | |
| Total Liabilities | | (5,933) | |
| | |
| Currency translation adjustment | | 543 | |
| Net assets | | 30,676 | |
| Total gain on sale of SciSafe | | $ | 39,619 | |
(g) This adjustment reflects the contingent consideration paid out in connection with the closing transaction ($2.9M).
Pro Forma Adjusted Gross Margin and Adjusted EBITDA Reconciliations
In addition to net income (loss) determined in accordance with GAAP, we use the non-GAAP measures, "Adjusted Gross Margin", earnings before interest, taxes, depreciation and amortization (EBITDA), and Adjusted EBITDA”, in assessing our operating performance as we believe it serves as an appropriate measure in evaluating the performance of our business. We reference Adjusted Gross Margin, EBITDA, and Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical periods and external comparisons to competitors. In addition, incentive compensation is primarily based on Adjusted Gross Margin, EBITDA, and Adjusted EBITDA targets and we base certain of our forward-looking estimates on Adjusted Gross Margin, EBITDA, and Adjusted EBITDA to facilitate quantification of planned business activities and enhance subsequent follow-up with comparisons of actual to planned Adjusted Gross Margin, EBITDA and Adjusted EBITDA targets.
The following is a reconciliation of our pro forma revenue to our pro forma Adjusted Gross Margin and pro forma net income to our pro forma EBITDA and Adjusted EBITDA for the six months ended June 30, 2024 and each of the years ended December 31, 2023, 2022, and 2021:
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF PRO FORMA GROSS PROFIT TO PRO FORMA ADJUSTED GROSS PROFIT
(Unaudited, amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2024 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| GAAP total revenues | $ | 55,107 | | | $ | (10,413) | | | | | $ | 44,694 | |
| GAAP cost of revenues | (26,001) | | | 7,930 | | | | | (18,071) | |
| COGS intangible asset amortization | (1,159) | | | — | | | | | (1,159) | |
| GAAP GROSS PROFIT | $ | 27,947 | | | $ | (2,483) | | | | | $ | 25,464 | |
| GAAP GROSS MARGIN | 51 | % | | | | | | 57 | % |
| | | | | | | |
| ADJUSTMENTS TO GROSS PROFIT: | | | | | | | |
| Loss on disposal of assets | (48) | | | 48 | | | | | — | |
| Intangible asset amortization | 1,159 | | | — | | | | | 1,159 | |
| ADJUSTED GROSS PROFIT | $ | 29,058 | | | $ | (2,435) | | | | | $ | 26,623 | |
| ADJUSTED GROSS MARGIN | 53 | % | | | | | | 60 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| GAAP total revenues | $ | 107,445 | | | $ | (18,014) | | | | | $ | 89,431 | |
| GAAP cost of revenues | (59,837) | | | 17,283 | | | | | (42,554) | |
| COGS intangible asset amortization | (2,781) | | | — | | | | | (2,781) | |
| GAAP GROSS PROFIT | $ | 44,827 | | | $ | (731) | | | | | $ | 44,096 | |
| GAAP GROSS MARGIN | 42 | % | | | | | | 49 | % |
| | | | | | | |
| ADJUSTMENTS TO GROSS PROFIT: | | | | | | | |
| Inventory reserve costs | 1,772 | | | — | | | | | 1,772 | |
| Loss on disposal of assets | 286 | | | (275) | | | | | 11 | |
| Intangible asset amortization | 2,781 | | | — | | | | | 2,781 | |
| ADJUSTED GROSS PROFIT | $ | 49,666 | | | $ | (1,006) | | | | | $ | 48,660 | |
| ADJUSTED GROSS MARGIN | 46 | % | | | | | | 54 | % |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| GAAP total revenues | $ | 113,844 | | | $ | (21,462) | | | | | $ | 92,382 | |
| GAAP cost of revenues | (56,316) | | | 15,060 | | | | | (41,256) | |
| COGS intangible asset amortization | (5,007) | | | 2,528 | | | | | (2,479) | |
| GAAP GROSS PROFIT | $ | 52,521 | | | $ | (3,874) | | | | | $ | 48,647 | |
| GAAP GROSS MARGIN | 46 | % | | | | | | 53 | % |
| | | | | | | |
| ADJUSTMENTS TO GROSS PROFIT: | | | | | | | |
| Inventory step up | 251 | | | — | | | | | 251 | |
| Loss on disposal of assets | 47 | | | (47) | | | | | — | |
| Intangible asset amortization | 5,007 | | | (2,528) | | | | | 2,479 | |
| ADJUSTED GROSS PROFIT | $ | 57,826 | | | $ | (6,449) | | | | | $ | 51,377 | |
| ADJUSTED GROSS MARGIN | 51 | % | | | | | | 56 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| GAAP total revenues | $ | 79,972 | | | $ | (14,730) | | | | | $ | 65,242 | |
| GAAP cost of revenues | (39,002) | | | 9,665 | | | | | (29,337) | |
| COGS intangible asset amortization | (4,557) | | | 2,016 | | | | | (2,541) | |
| GAAP GROSS PROFIT | $ | 36,413 | | | $ | (3,049) | | | | | $ | 33,364 | |
| GAAP GROSS MARGIN | 46 | % | | | | | | 51 | % |
| | | | | | | |
| ADJUSTMENTS TO GROSS PROFIT: | | | | | | | |
| Inventory step-up | 1,130 | | | — | | | | | 1,130 | |
| Intangible asset amortization | 4,557 | | | (2,016) | | | | | 2,541 | |
| ADJUSTED GROSS PROFIT | $ | 42,100 | | | $ | (5,065) | | | | | $ | 37,035 | |
| ADJUSTED GROSS MARGIN | 53 | % | | | | | | 57 | % |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF PRO FORMA NET LOSS TO PRO FORMA ADJUSTED EBITDA
(Unaudited, amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2024 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| Net loss | $ | (30,940) | | | $ | 20,856 | | | | | $ | (10,084) | |
| Add: Discontinued operations | 19,582 | | | — | | | | | 19,582 | |
| (Loss) income from continuing operations | $ | (11,358) | | | $ | 20,856 | | | | | $ | 9,498 | |
| | | | | | | |
| ADJUSTMENTS: | | | | | | | |
| Interest expense | 529 | | | (7) | | | | | 522 | |
| Accretion of available-for-sale investments | (320) | | | — | | | | | (320) | |
| Income tax expense | 121 | | | (96) | | | | | 25 | |
| Depreciation | 2,898 | | | (1,385) | | | | | 1,513 | |
| Intangible asset amortization | 1,824 | | | (453) | | | | | 1,371 | |
| EBITDA | (6,306) | | | 18,915 | | | | | 12,609 | |
| | | | | | | |
| OTHER ADJUSTMENTS: | | | | | | | |
| Gain on sale of SciSafe | — | | | (28,511) | | | | | (28,511) | |
| SciSafe employee stock based compensation expenses | — | | | 4,015 | | | | | 4,015 | |
| Share-based compensation | 10,699 | | | (552) | | | | | 10,147 | |
| Acquisition and divestiture costs | 390 | | | — | | | | | 390 | |
| Severance costs | — | | | 415 | | | | | 415 | |
| Loss on disposal of assets | (100) | | | 100 | | | | | — | |
| Change in fair value of contingent consideration | — | | | 3,250 | | | | | 3,250 | |
| Change in fair value of equity investments | 4,074 | | | — | | | | | 4,074 | |
| Other income | (300) | | | — | | | | | (300) | |
| | | | | | | |
| | | | | | | |
| ADJUSTED EBITDA | $ | 8,457 | | | $ | (2,368) | | | | | $ | 6,089 | |
| % of Revenue | 15 | % | | | | | | 13 | % |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| Net loss | $ | (68,002) | | | $ | 23,892 | | | | | $ | (44,110) | |
| Add: Discontinued operations | 28,428 | | | — | | | | | 28,428 | |
| Loss from continuing operations | $ | (39,574) | | | $ | 23,892 | | | | | $ | (15,682) | |
| | | | | | | |
| ADJUSTMENTS: | | | | | | | |
| Interest expense | 1,681 | | | (13) | | | | | 1,668 | |
| Accretion of available-for-sale investments | (1,263) | | | — | | | | | (1,263) | |
| Income tax expense (benefit) | 156 | | | (172) | | | | | (16) | |
| Depreciation | 6,729 | | | (2,636) | | | | | 4,093 | |
| Intangible asset amortization | 5,050 | | | (907) | | | | | 4,143 | |
| EBITDA | (27,221) | | | 20,164 | | | | | (7,057) | |
| | | | | | | |
| OTHER ADJUSTMENTS: | | | | | | | |
| Gain on sale of SciSafe | — | | | (18,640) | | | | | (18,640) | |
| Share-based compensation | 28,511 | | | (2,498) | | | | | 26,013 | |
| Severance costs | 1,591 | | | — | | | | | 1,591 | |
| Acquisition and divestiture costs | 3,226 | | | — | | | | | 3,226 | |
| Loss on disposal of assets | 477 | | | (427) | | | | | 50 | |
| Change in fair value of contingent consideration | (2,193) | | | — | | | | | (2,193) | |
| Asset impairment charges | 8,310 | | | — | | | | | 8,310 | |
| Gain on settlement of Global Cooling escrow | (5,115) | | | — | | | | | (5,115) | |
| Inventory reserve costs | 1,772 | | | — | | | | | 1,772 | |
| ADJUSTED EBITDA | $ | 9,358 | | | $ | (1,401) | | | | | $ | 7,957 | |
| % of Revenue | 9 | % | | | | | | 9 | % |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| Net loss | $ | (139,805) | | | $ | 21,049 | | | | | $ | (118,756) | |
| Add: Discontinued operations | 137,516 | | | — | | | | | 137,516 | |
| (Loss) income from continuing operations | $ | (2,289) | | | $ | 21,049 | | | | | $ | 18,760 | |
| | | | | | | |
| ADJUSTMENTS: | | | | | | | |
| Interest expense | 430 | | | (118) | | | | | 312 | |
| Accretion of available-for-sale investments | (459) | | | — | | | | | (459) | |
| Income tax benefit | (5,033) | | | (194) | | | | | (5,227) | |
| Depreciation | 6,218 | | | (2,081) | | | | | 4,137 | |
| Intangible asset amortization | 5,726 | | | (906) | | | | | 4,820 | |
| EBITDA | 4,593 | | | 17,750 | | | | | 22,343 | |
| | | | | | | |
| OTHER ADJUSTMENTS: | | | | | | | |
| Gain on sale of SciSafe | — | | | (20,872) | | | | | (20,872) | |
| Share-based compensation | 22,030 | | | (2,465) | | | | | 19,565 | |
| Inventory step-up | 251 | | | — | | | | | 251 | |
| Acquisition and divestiture costs | 18 | | | (10) | | | | | 8 | |
| Loss on disposal of assets | 524 | | | 112 | | | | | 636 | |
| Change in fair value of contingent consideration | (4,754) | | | — | | | | | (4,754) | |
| Change in fair value of investments | (697) | | | — | | | | | (697) | |
| ADJUSTED EBITDA | $ | 21,965 | | | $ | (5,485) | | | | | $ | 16,480 | |
| % of Revenue | 19 | % | | | | | | 17 | % |
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| (In thousands) | Historical BioLife | | SciSafe Transaction Adjustments | | | | Pro Forma BioLife |
| Net (loss) income | $ | (8,908) | | | $ | 19,067 | | | | | $ | 10,159 | |
| Add: Discontinued operations | 15,753 | | | — | | | | | 15,753 | |
| Income from continuing operations | $ | 6,845 | | | $ | 19,067 | | | | | $ | 25,912 | |
| | | | | | | |
| ADJUSTMENTS: | | | | | | | |
| Interest expense | 187 | | | (117) | | | | | 70 | |
| | | | | | | |
| Income tax benefit | (15,542) | | | (14) | | | | | (15,556) | |
| Depreciation | 4,308 | | | (984) | | | | | 3,324 | |
| Intangible asset amortization | 4,406 | | | (906) | | | | | 3,500 | |
| EBITDA | 204 | | | 17,046 | | | | | 17,250 | |
| | | | | | | |
| OTHER ADJUSTMENTS: | | | | | | | |
| Gain on sale of SciSafe | — | | | (18,207) | | | | | (18,207) | |
| Share-based compensation | 12,942 | | | (1,492) | | | | | 11,450 | |
| Inventory step-up | 1,130 | | | — | | | | | 1,130 | |
| Acquisition and divestiture costs | 1,636 | | | (32) | | | | | 1,604 | |
| Loss on disposal of assets | (145) | | | — | | | | | (145) | |
| Change in fair value of contingent consideration | 2,875 | | | — | | | | | 2,875 | |
| Change in fair value of warrant liability | 121 | | | — | | | | | 121 | |
| ADJUSTED EBITDA | $ | 18,763 | | | $ | (2,685) | | | | | $ | 16,078 | |
| % of Revenue | 23 | % | | | | | | 25 | % |
