Organization and Significant Accounting Policies

Business

BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a leading developer, manufacturer and supplier of a portfolio of bioproduction tools including; proprietary biopreservation media, automated thawing devices, cloud-connected shipping containers, and freezer technology for cell and gene therapies. Our CryoStor® freeze media and HypoThermosol® hypothermic storage 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; offering commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function. 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 improve the quality of administration of high-value, 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 evo shipping containers are innovative high-performance cloud-connected passive storage and transport containers for temperature-sensitive biologics and pharmaceuticals.

Our cryogenic freezer technology provides for controlled rate freezing and storage of biologic materials.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by BioLife Solutions, Inc. in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form

-Q and Article

of Regulation S-

and do

not

include all of the information and footnote disclosures required by GAAP. These 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

-K for the fiscal year ended

December 31, 2019.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Astero Bio Corporation (“Astero,” and the Astero product line, “ThawStar” acquired on

April 1, 2019),

SAVSU Technologies, Inc. (“SAVSU” acquired on

August 8, 2019),

and Arctic Solutions, Inc. dba Custom Biogenic Systems (“CBS” acquired on

November 12, 2019).

All significant 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.

Financial Statement Reclassification

Certain classifications on the Condensed Consolidated Statements of Cash Flows related to Non cash lease expense and Accrued expenses and other current liabilities for the

three

months ended

March 31, 2019

were reclassified to conform to current period presentation. These reclassifications have

impact on previously reported total revenue, net income (loss), net assets, or total operating cash flows.

Significant

Accounting P

olicies

There have been

significant changes to the accounting policies during the

three

months ended

March 31, 2020,

as compared to the significant accounting policies described in our Annual Report on Form

-K.

Liquidity and Capital Resources

March 31, 2020

and

December 31, 2019,

we had

$6.4

million in cash and cash equivalents. We acquired Astero on

April 1, 2019

for

$12.5

million in cash and contingent consideration of up to

$8.5

million (which payment requirement has

not

been triggered or otherwise paid to date). We anticipate paying

$484,000

for the earnout related to

2019

revenues of Astero in the

second

quarter of

2020.

August 8, 2019,

we acquired SAVSU for

1,100,000

shares of common stock. On

November 12, 2019,

we acquired CBS for

$11.0

million in cash,

$4.0

million in shares of our common stock, and up to

$15.0

million in contingent consideration payable in cash or stock (which payment requirement has

not

been triggered or otherwise paid to date).

May 22, 2020,

the Company closed on a share purchase agreement with Casdin Capital LLC, a current stockholder of the Company (“Casdin”), pursuant to which Casdin invested

$20

million in the Company. Based on our current expectations with respect to our future revenue and expenses, we believe that our current level of cash and cash equivalents including proceeds from the Casdin investment, will be sufficient to meet our liquidity needs for at least the next

months. However, if our revenues do

not

grow as expected, including as a result of the COVID-

pandemic, and if we are

not

able to manage expenses sufficiently, we

may

be required to obtain additional equity or debt financing if our cash resources are depleted. Further, the Company

may

choose to raise additional capital through a debt or equity financing in an attempt to mitigate the heightened level of business uncertainty caused by the COVID-

pandemic, or 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

March 10, 2020,

the World Health Organization declared the COVID-

outbreak a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates and conducts its business. In particular, the Seattle area, including the location of our corporate headquarters and our media production facility and warehouse, is at

one

of the epicenters of the coronavirus outbreak in the U.S. We are currently following the recommendations of local health authorities to minimize exposure risk for our team members and visitors. However, the scale and scope of this pandemic is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. While we have implemented specific business continuity plans to reduce the potential impact of COVID-

and believe that we have sufficient biopreservation media inventory to meet previously forecasted demand for the next

six

nine

months, there is

guarantee that our continuity plan, once in place, will be successful or that our inventory will meet forecasted or actual demand.

We have already experienced certain disruptions to our business such as temporary closure of our offices and similar disruptions

may

occur for our customers or suppliers that

may

materially affect our ability to obtain supplies or other components for our products, produce our products or deliver inventory in a timely manner. This would result in lost product revenue, additional costs, or penalties, or damage our reputation. Similarly, COVID-

could impact our customers and/or suppliers as a result of a health epidemic or other outbreak occurring in other locations which could reduce their demand for our products or their ability to deliver needed supplies for the production of our products. The extent to which COVID-

or any other health epidemic

may

impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which

may

emerge concerning the severity of COVID-

and the actions to contain COVID-

or treat its impact, among others. Accordingly, COVID-

could have a material adverse effect on our business, results of operations, financial condition and prospects.

There are many uncertainties regarding the current pandemic of the novel coronavirus (“COVID-

19”

), and the Company is closely monitoring the impact of COVID-

on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While COVID-

did

not

materially affect the Company’s financial results and business operations in the Company’s

first

quarter ended

March 31, 2020,

the Company is unable to predict the impact that COVID-

may

have on its financial position and operations moving forward due to numerous uncertainties. We estimate that we received approximately

$1.5

$2.0

million in incremental media revenue resulting from what we believe were safety stock purchases of media. These estimates

may

change as new events occur and additional information is obtained, and actual results could differ materially from these estimates under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID-

and will make adjustments to its operations as necessary.

Concentrations of credit risk and business risk

In the

three

months ended

March 31, 2020,

we derived approximately

25%

of our product revenue from

two

customers. In the

three

months ended

March 31, 2019,

we derived approximately

34%

of our product revenue from

two

customers.

other customer accounted for more than

10%

of revenue in the

three

months ended

March 31, 2020

2019.

In the

three

months ended

March 31, 2020

and

2019,

we derived approximately

66%

and

90%,

of our revenue from CryoStor products, respectively. Due to our acquisitions in

2019,

we expect both our revenue concentration related to CryoStor, and our customer concentration to be reduced for the year ended

December 31, 2020.

March 31, 2020,

two

customers accounted for approximately

33%

of total gross accounts receivable. At

December 31, 2019,

two

customers accounted for approximately

25%

of total gross accounts receivable.

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	2020			2019
United States		74	%		60	%
Canada		11	%		23	%
Europe, Middle East, Africa (EMEA)		12	%		13	%
Other		3	%		4	%
Total revenue		100	%		100	%

Recent accounting pronouncements

August 2018,

the FASB issued ASU

2018

13,

“Fair Value Measurement (Topic

820

): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU

2018

includes amendments that aim to improve the effectiveness of fair value measurement disclosures. The amendments in this guidance modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, “Conceptual Framework for Financial Reporting—Chapter

Notes to Financial Statements,” including the consideration of costs and benefits. The amendments become effective for the Company in the year ending

December 31, 2020

and early adoption is permitted. The Company adopted this guidance

January 1, 2020

and there was

material impact on its consolidated financial statements.

December 2019,

the FASB issued ASU

2019

12,

“Income Taxes (Topic

740

) – Simplifying the Accounting for Income Taxes.” ASU

2019

simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic

740,

including, but

not

limited to, the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, the exceptions related to the recognition of a deferred tax liability related to an equity method investment and the exception to methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU

2019

becomes effective for the Company in the year ended

December 31, 2021,

including interim periods. The Company is considering early adoption in

2020.

Due to the full valuation allowance on the Company’s net deferred tax assets, the Company is currently expecting

material impact from the adoption of ASU

2019

on its consolidated financial statements.

June 2016,

the FASB issued ASU

No.

2016

13,

“Financial Instruments – Credit Losses (Topic

326

): Measurement of Credit Losses on Financial Instruments.” ASU

2016

requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For Smaller Reporting Companies as defined by the SEC, ASU

2016

is effective for fiscal years beginning after

December 15, 2022,

including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.

August 2018,

the FASB issued ASU

No.

2018

15,

“Intangibles—Goodwill and Other—Internal-Use Software (Subtopic

350

): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which clarifies the accounting for implementation costs in cloud computing arrangements. ASU

2018

is effective for fiscal years beginning after

December 15, 2019,

including interim periods within those fiscal years. The Company will adopt the standard prospectively on

January 1, 2020.

The Company adopted this guidance

January 1, 2020

and there was

material impact on its consolidated financial statements.