-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUdzDG7Ttir7Yp8cDiqYzGi0v+pBD0XlRTALBCuCospF8PS1A7QhMOFlLR8JsU8y PSgewUy/EnxNoGhdlMalqA== 0001005150-03-000950.txt : 20030515 0001005150-03-000950.hdr.sgml : 20030515 20030515144708 ACCESSION NUMBER: 0001005150-03-000950 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLIFE SOLUTIONS INC CENTRAL INDEX KEY: 0000834365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943076866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18170 FILM NUMBER: 03703949 BUSINESS ADDRESS: STREET 1: SUNY PARK SCIENCE III STREET 2: SUITE 144 CITY: BINGHAMTON STATE: NY ZIP: 13902-6000 BUSINESS PHONE: 6077772775 MAIL ADDRESS: STREET 1: SUNYPARK SCIENCE III STREET 2: STE 144 CITY: BINGHAMTON STATE: NY ZIP: 13902-6000 FORMER COMPANY: FORMER CONFORMED NAME: BIOLIFE SOLUTION INC DATE OF NAME CHANGE: 20030113 FORMER COMPANY: FORMER CONFORMED NAME: CRYOMEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 10QSB 1 form10qsb.txt FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2003 Commission file number 0-18170 -------------- ------- BIOLIFE SOLUTIONS, INC. ----------------------- (Exact name of small business issuer as specified in its charter) Delaware 94-3076866 -------- ---------- (State of Incorporation) (IRS Employer I.D. Number) Suite 144 - Science III. SUNY Park Binghamton, NY 13902 -------------------- (Address of principal executive offices) Issuer's telephone number, including area code: (607) 777-4415 -------------- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 12,413,209 SHARES OF BIOLIFE SOLUTIONS, INC. COMMON STOCK, PAR VALUE $.001 PER SHARE, WERE OUTSTANDING AS OF MAY 14, 2003. Transitional Small Business Disclosure Format (check one). Yes No X --- --- BIOLIFE SOLUTIONS, INC. FORM 10-QSB QUARTER ENDED MARCH 31, 2003 INDEX
Page No. --- Part I. Financial Information Item 1. Financial Statements: Balance Sheet at March 31, 2003 (unaudited).................................................. 2 Unaudited Statements of Operations for the three-month periods ended March 31, 2003 and March 31, 2002............................................................................... 3 Unaudited Statements of Cash Flows for the three-month periods ended March 31, 2003 and March 31, 2002........................................................................... 4 Notes to Financial Statements................................................................ 5-8 Item 2. Management's Discussion and Analysis...................................................... 9-11 Item 3. Controls and Procedures................................................................... 12 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K.......................................................... 13 Signatures........................................................................................ 14 Certification..................................................................................... 15
1 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOLIFE SOLUTIONS, INC. BALANCE SHEET (UNAUDITED) MARCH 31, 2003 ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 104,609 Receivables 70,823 Inventories 2,695 Loan financing costs, net 40,024 Prepaid expenses and other current assets 7,064 ------------ TOTAL CURRENT ASSETS 225,215 ------------ PROPERTY AND EQUIPMENT Furniture and computer equipment 31,266 Manufacturing and other equipment 177,831 ------------ 209,097 Less: Accumulated depreciation and amortization (62,928) ------------ NET PROPERTY AND EQUIPMENT 146,169 ------------ TOTAL ASSETS $ 371,384 ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES Accounts payable $ 396,067 Accrued expenses 77,447 Accrued salaries 309,749 Notes payable 435,824 ------------ TOTAL CURRENT LIABILITIES 1,219,087 ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIENCY) Preferred Stock, $.001 par value per share; 1,000,000 shares authorized, 12,000 shares issued and outstanding 12 Common Stock, $.001 par value per share; 25,000,000 shares authorized, 12,413,209 shares issued and outstanding 12,413 Additional paid-in capital 38,402,719 Accumulated deficit (37,828,584) Accumulated other comprehensive loss (1,434,263) ------------ TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (847,703) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 371,384 ============ See notes to financial statements 2 BIOLIFE SOLUTIONS, INC. STATEMENTS OF OPERATIONS (UNAUDITED)
QUARTER ENDED ----------------------- MARCH 31, MARCH 31, 2002 2003 ---- ---- REVENUE Grant revenue $ 177,710 $ 100,355 Services and other 42,054 127,925 ------------ ------------ TOTAL REVENUE 219,764 228,280 ------------ ------------ OPERATING EXPENSES Research and development 125,569 176,341 Sales and marketing -- 39,048 Product sales -- 601 General and administrative 100,068 342,716 ------------ ------------ TOTAL OPERATING EXPENSES 225,637 558,706 ------------ ------------ OPERATING LOSS (5,873) (330,426) ------------ ------------ OTHER INCOME (EXPENSE) Interest expense -- (6,250) Other income -- 3,200 ------------ ------------ TOTAL OTHER INCOME (EXPENSE) -- (3,050) ------------ ------------ LOSS FROM CONTINUING OPERATIONS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES (5,873) (333,476) (BENEFIT) PROVISION FOR INCOME TAXES -- -- ------------ ------------ LOSS FROM CONTINUING OPERATIONS (5,873) (333,476) ------------ ------------ DISCONTINUED OPERATIONS Loss from discontinued operations, net of tax benefit of $142,444 and $ - in 2002 and 2003, respectively (378,953) -- ------------ ------------ TOTAL DISCONTINUED OPERATIONS (378,953) -- ------------ ------------ NET LOSS $ (384,826) $ (333,476) ============ ============ BASIC AND DILUTED NET LOSS PER COMMON SHARE: Loss from continuing operations $ -- $ (0.03) Loss from discontinued operations (0.03) -- ------------ ------------ Total basic and diluted net loss per common share $ (0.03) $ (0.03) ============ ============ Basic and diluted weighted average common shares used to compute net loss per share 12,413,209 12,413,209 ============ ============
See Notes to financial statements 3 BIOLIFE SOLUTIONS, INC. STATEMENTS OF CASH FLOW (UNAUDITED) QUARTER ENDED --------------------- MARCH 31, MARCH 31, 2002 2003 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(384,826) $(333,476) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES Loss from discontinued operations 378,953 -- Depreciation 5,852 11,545 Amortization of loan financing costs -- 25,753 CHANGE IN OPERATING NET ASSETS AND LIABILITIES NET OF EFFECTS FROM DISPOSITION OF CRYOSURGICAL ASSETS (INCREASE) DECREASE IN Accounts receivable (1,733) (26,157) Inventories -- (2,695) Prepaid and other current assets -- 11,531 Increase (decrease) in Accounts payable 16,420 224,401 Accrued expenses -- (28,354) Accrued salaries -- 64,943 --------- --------- CASH PROVIDED (USED) BY CONTINUING OPERATIONS 14,666 (52,509) CASH USED IN DISCONTINUED OPERATIONS (349,504) -- --------- --------- NET CASH USED BY OPERATING ACTIVITIES (334,838) (52,509) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (79,925) -- --------- --------- NET CASH USED BY INVESTING ACTIVITIES (79,925) -- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 250,000 100,000 Principal payments on notes payable -- (10,000) --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 250,000 90,000 --------- --------- NET (DECREASE) INCREASE IN CASH (164,763) 37,491 CASH - BEGINNING OF PERIOD 286,105 67,118 --------- --------- CASH - END OF PERIOD $ 121,342 $ 104,609 ========= ========= See notes to financial statements 4 BIOLIFE SOLUTIONS, INC. NOTES TO FINANCIAL STATEMENTS A. GENERAL Incorporated in 1998 as a wholly owned subsidiary of Cryomedical Sciences, Inc. ("Cryomedical"), BioLife Solutions, Inc. ("BioLife" or the "Company") develops, manufactures and markets low temperature technologies for use in preserving and prolonging the viability of cellular and genetic material for use in cell therapy and tissue engineering. The Company's patented HypoThermosol(R) platform technology is used to provide customized preservation solutions designed to significantly prolong cell, tissue and organ viability. These solutions, in turn, could improve clinical outcomes for new and existing cell and tissue therapy applications, as well as for organ transplantation. The Company currently markets its HypoThermosol line of solutions directly and through a distributor to companies and labs engaged in pre-clinical research, and to academic institutions. In May 2002, Cryomedical implemented a restructuring and recapitalization program designed to shift its focus away from cryosurgery towards addressing preservation and transportation needs in the biomedical marketplace. On June 25, 2002 the Company completed the sale of its cryosurgery product line and related intellectual property assets to Irvine, CA-based Endocare, Inc., a public company. In the transaction, the Company transferred ownership of all of its cryosurgical installed base, inventory, and related intellectual property, in exchange for $2.2 million in cash and 120,022 shares of Endocare restricted common stock. In conjunction with the sale of Cryomedical's cryosurgical assets, Cryomedical's Board of Directors also approved merging BioLife into Cryomedical and changing its name to BioLife Solutions, Inc. In September 2002, Cryomedical changed its name to BioLife Solutions, Inc. and began to trade under the new ticker symbol, "BLFS" on the OTCBB. The Balance Sheet as of March 31, 2003 and the Statements of Operations and Statements of Cash Flows for the three-month periods ended March 31, 2003 and 2002, have been prepared without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2003, and for all periods then ended, have been recorded. All adjustments recorded were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2002 included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. The results of operations for the three -month period ended March 31, 2003 is not necessarily indicative of the operating results anticipated for the full year. B. FINANCIAL CONDITION At March 31, 2003, the Company had a deficiency in stockholders' equity of approximately $848,000 and a working capital deficiency of approximately $994,000. The Company has been unable to generate sufficient income from operations in order to meet its operating needs. In addition, the Company has approximately $436,000 in debt maturing in the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 5 BIOLIFE SOLUTIONS, INC. NOTES TO FINANCIAL STATEMENTS In order to continue its operations, the Company will need to secure funding in the immediate short term. In this respect, the Company is currently involved in litigation against Endocare, Inc., seeking to recover damages that it believes it suffered when Endocare failed to register its common shares that the Company received in the sale of the Company's cryosurgical assets in June 2002. In addition to this litigation, the Company is also pursuing other financing initiatives, including the sale of equity securities, the issuance of debt, and other alternatives. The Company can make no assurances that it will either be successful in its litigation against Endocare, or in raising capital. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Other arrangements, if necessary to raise additional funds, may require the Company to relinquish rights to certain of its technologies, products, marketing territories or other assets. The failure to raise capital when needed will have a significant negative effect on the Company's financial condition and may force the Company to curtail or cease its activities. These financial statements assume that the Company will be able to continue as a going concern. If the Company is unable to continue as a going concern, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. C. LEGAL PROCEEDINGS BioLife is currently involved in a lawsuit against Endocare, Inc., arising out of Endocare's failure to register 120,022 shares of its stock as part of the transaction by which the Company sold its cryosurgical equipment assets to Endocare in a transaction that closed on June 24, 2002. In the lawsuit, the Company is claiming damages of $1,648,935, comprising the proceeds that could have been realized had Endocare properly registered the Stock within the time frame set forth in the Registration Rights Agreement entered into between the parties. Endocare filed an answer and counterclaim, seeking damages of over $5,000,000 as a result of various alleged breaches by the Company of the Asset Purchase Agreement entered into between the parties. Trial in this matter began on March 31, 2003 and concluded on April 3, 2003. As of the date of this Form 10-QSB, the presiding judge has not yet declared a verdict. The Company is confident of the merits of its claims (and the merits of its defenses to Endocare's counterclaims) and intends to prosecute the case vigorously. However, there can be no guarantee that the Company will prevail in these matters. D. SALE OF CRYOSURGICAL ASSETS On June 25, 2002 the Company completed the sale of its cryosurgery product line and related intellectual property assets to Irvine, CA-based Endocare, Inc. In the transaction, which was originally announced on May 29, 2002, the Company transferred ownership of all of its cryosurgical installed base, inventory, and related intellectual property, in exchange for $2.2 million in cash and 120,022 shares of Endocare common stock (valued at $1,434,263 on June 25, 2002). There is currently litigation between the companies. There were no results from discontinued operations for the three-months ended March 31, 2003. 6 BIOLIFE SOLUTIONS, INC. NOTES TO FINANCIAL STATEMENTS E. INVENTORIES Inventories consist of $2,695 of finished HypoThermosol product at March 31, 2003. F. NOTES PAYABLE AND ISSUANCE OF WARRANTS At March 31, 2003, notes payable consisted of the following: Notepayable to a stockholder, unsecured, bearing interest at 10%, due April 2003. The note granted a warrant to the payee to purchase 1,000,000 shares of common stock at $0.25 per share, as additional consideration for the loan. $ 250,000 Note payable to equipment vendor, unsecured, non-interest bearing, payable in monthly installments of $10,000, due October 2003. The Company is currently in default of the note. 85,824 Note payable to a stockholder, unsecured, bearing interest at 10%, due March 2004. The note granted a warrant to the payee to purchase 500,000 shares of common stock at $0.08 per share, as additional consideration for the loan. 100,000 ------------- Total notes payable $ 435,824 ==============
G. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income from continuing operations by the weighted average number of shares outstanding, including potentially dilutive securities such as preferred stock, stock options and warrants. Potential common shares were not included in the diluted earnings per share amounts for the three month periods ended March 31, 2003 and 2002 as their effect would have been anti-dilutive. H. STOCK OPTIONS In accounting for stock options to employees, the Company follows the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, as opposed to the fair value method prescribed by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123: 7 BIOLIFE SOLUTIONS, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, ----------------------- 2002 2003 ---- ---- Loss as reported $(384,826) $(333,476) Compensation expense based on fair value , net of related tax effects (20,056) (26,921) --------- --------- Pro forma net loss $(404,882) $(360,397) ========= ========= Basic and diluted net loss per share as reported $ (0.03) $ (0.03) ========= ========= Pro forma $ (0.03) $ (0.03) ========= ========= This disclosure is in accordance with Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. I. RECLASSIFICATIONS Certain 2002 amounts have been reclassified to conform to the 2003 presentation. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the Company's financial statements and notes thereto set forth elsewhere herein. The discussion of the results from operations includes only the Company's continuing operations. BioLife has pioneered the next generation of preservation solutions designed to maintain the viability and health of cellular matter and tissues during freezing, transportation and storage. Based on the Company's proprietary bio-packaging technology and a patented understanding of the mechanism of cellular damage and death, these products enable the biotechnology and medical community to address a growing problem that exists today. The expanding practice of cell and gene therapy has created a need for products that ensure the biological viability of mammalian cell and tissue material during transportation and storage. The Company believes that HypoThermosol and CryoStor products it is selling today are a significant step forward in meeting these needs. The Company's line of preservation solutions is composed of complex synthetic, aqueous solutions containing, in part, minerals and other elements found in human blood which are necessary to maintain fluids and chemical balances throughout the body at near freezing temperatures. The solutions preserve cells and tissue in low temperature environments for extended periods after removal of the cells through minimally invasive biopsy or surgical extraction, as well as in shipping the propagated material for the application of cell or gene therapy or tissue engineering. BioLife has entered into research agreements with several emerging biotechnology companies engaged in the research and commercialization of cell and gene therapy technology and has received several government research grants in partnership with academic institutions to conduct basic research, which could lead to further commercialization of technology to preserve human cells, tissues and organs. The Company currently markets its HypoThermosol line of solutions directly and through a distributor to companies and labs engaged in pre-clinical research, and to academic institutions. On June 25, 2002, the Company completed the sale of its cryosurgery product line and related intellectual property assets to Irvine, California-based Endocare, Inc. In the transaction, the Company transferred ownership of all of its cryosurgical installed base, inventory and related intellectual property in exchange for $2.2 million in cash and 120,022 shares of Endocare restricted common stock. RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2003 AND 2002 Revenue. For the three-months ended March 31, 2003 revenue from continuing operations increased $8,516, or 4%, to $228,280, compared to $219,764 for the three-months ended March 31, 2002. Although the Company had lower National Institutes of Health ("NIH") grant revenue, substantially higher corporate consulting revenue, from its biotechnology customers and product sales led to the revenue increase. Cost of product sales. Cost of product sales for the three-months ended March 31, 2003 totaled $601, compared to no cost of product sales for the three-months ended March 31, 2002. This low absolute value of cost of product sales is due to the generally low level of product sales during each of the first quarter periods in 2003 and 2002. Research and development. Expenses relating to research and development for the three-months ended 9 March 31, 2003 increased $50,772, or 40%, to $176,341, compared to $125,569 for the three-months ended March 31, 2002. The increase in research and development expense was due primarily to the hiring of additional research and development personnel, resulting in higher salary expenses relating to the increased headcount. In addition, research and development related legal expense was higher compared to the year ago period due to efforts to expand the company's intellectual property portfolio. Sales and marketing. For the three-months ended March 31, 2003, sales and marketing expense was $39,048, compared to no sales and marketing expense incurred for the three-months ended March 31, 2002. The Company's principal sales and marketing expense components are salary and travel related expenses. General and administrative expense. For the three-months ended March 31, 2003, general and administrative expense increased $242,648 to $342,716, compared to $100,068 for the three-months ended March 31, 2002. This increase in general and administrative expense was due to the shift in the burden of general and administrative expense to the Company's continuing operations from discontinued operations. As a result of this shift, the Company experienced higher accounting and audit expense, consulting fees and salary expense. Due to the lawsuit against Endocare, the company also experienced higher legal expense in the quarter. Discontinued operations. On June 25, 2002, all of the cryosurgical assets, including customer receivables, inventory, fixed assets and intangible assets related to the cryosurgical business, were sold to Endocare for a combination of cash and restricted common stock of the purchaser. For the three-months ended March 31, 2003 there were no results from the operation of cryosurgical assets, compared to a loss of $378,953 for the three-months ended March 31, 2002. Operating expenses and net income. For the three-months ended March 31, 2003, operating expenses increased $333,069 to $558,706, compared to $225,637 for the three-months ended March 31, 2002. The Company reported a net loss of $333,476 for the three months ended March 31, 2003, compared to a net loss of $384,826 for the three months ended March 31, 2002. The company's reported net loss for the three months ended March 31, 2003 and 2002 includes results from discontinued operations. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2003, the Company had cash and cash equivalents of $104,609, compared to cash and cash equivalents of $67,118 at December 31, 2002. In order to continue its operations, the Company will need to secure funding in the immediate short term. In this respect, the Company is currently involved in litigation against Endocare, Inc., seeking to recover damages that it believes it suffered when Endocare failed to register its common shares that the Company received in the sale of the Company's cryosurgical assets in June 2002. In addition to this litigation, the Company is also pursuing other financing initiatives, including the sale of equity securities, the issuance of debt, or other alternatives. The Company can make no assurances that it will be successful in either its litigation against Endocare, or in raising capital. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Other arrangements, if necessary to raise additional funds, may require the Company to relinquish rights to certain of its technologies, products, marketing territories or other assets. The failure to raise capital when needed will have a significant negative effect on the Company's financial condition and may force the Company to curtail or cease its activities. There were no capital expenditures related to continuing operations during the three month period ended March 31, 2003, compared to $79,925 in the three-month period ended March 31, 2002. In March 2003, the Company borrowed $100,000 under a 12-month promissory note agreement with an existing stockholder. In connection with this debt, the Company issued warrants to purchase 500,000 shares of 10 the Company's Common Stock at $0.08 per share. Loan financing costs of $40,024 have been recorded in the accompanying balance sheet as of March 31, 2003. Also in March 2003, the Company extended payment on a $250,000 12-month promissory note agreement with an existing stockholder. The payment of this note was extended to April 10, 2003 and the Company is currently negotiating to extend this note for another 12-months. FORWARD LOOKING INFORMATION The information set forth in this Report (and other reports issued by the Company and its officers from time to time) contain certain statements concerning the Company's future results, future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements." Such statements are made in reliance upon safe harbor provisions of the Private Securities Litigation Act of 1995. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including those risks and uncertainties discussed in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, the Company cannot assure you that the results discussed or implied in such forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the Company's objectives and plans will be achieved. Words such as "believes," "anticipates," "expects," "intends," "may," and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The Company undertakes no obligations to revise any of these forward-looking statements. 11 ITEM 3. CONTROLS AND PROCEDURES Under the supervision and with the participation of the Company's management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on his evaluation, the Company's principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are the Company's controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. 12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 99.1 Certification of Periodic Report dated May 14, 2003 (b) Reports on Form 8-K None 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BioLife Solutions, Inc. ----------------------- (Registrant) Date: May 14, 2003 By: /s/ John G. Baust, PhD -------------------------------- John G. Baust, PhD President and Chief Executive Officer (Principal Executive Officer) 14 CERTIFICATION I, John G. Baust, Chief Executive Officer and Chief Financial Officer of BioLife Solutions, Inc. (the "Registrant"), certify that: (1) I have reviewed this quarterly report on Form 10-QSB of the Registrant; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; (4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have: a. designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; (5) I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and (6) I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 14, 2003 /s/ John G. Baust, PhD ----------------------------- John G. Baust, PhD Chief Executive Officer and Chief Financial Officer 15 EXHIBIT INDEX Exhibit Number Description of Exhibit - --------------- ------------------------------------------------------------- 99.1* Certification of Periodic Report dated May 14, 2003 * Filed herewith EX-99.1 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION OF PERIODIC REPORT I, John G. Baust, Chief Executive Officer and Chief Financial Officer of Biolife Solutions, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. the Quarterly Report on Form 10-QSB of the Company for the quarterly period ended March 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 14, 2003 /s/ John G. Baust, PhD ------------------------------- John G. Baust, PhD Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----