bioli20200805

0001437749-20-016943.txt : 20200807 0001437749-20-016943.hdr.sgml : 20200807 20200806215452 ACCESSION NUMBER: 0001437749-20-016943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200807 DATE AS OF CHANGE: 20200806 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36362 FILM NUMBER: 201083572 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4254011400 MAIL ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 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 8-K 1 bioli20200805_8k.htm FORM 8-K bioli20200805_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2020

BIOLIFE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36362		94-3076866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3303 Monte Villa Parkway,

Bothell, WA 98021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2020, BioLife Solutions, Inc. (the “Company”) issued a press release announcing the financial results and operational highlights for the second quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated August 6, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Biolife Solutions, Inc.

Date: August 6, 2020	By:	/s/ Roderick de Greef
		Name: Roderick de Greef Title: Chief Financial Officer and Chief Operating Officer

EX-99.1 2 ex_197829.htm EXHIBIT 99.1 ex_197829.htm

Exhibit 99.1

BioLife Solutions Announces Second Quarter 2020 Financial Results

Total revenue of $9.9 million, up 48% over the prior-year quarter

Raised $106 million year-to-date to accelerate consolidation strategy

Conference call begins at 4:30 pm Eastern time today

BOTHELL, Wash. (August 6, 2020) – BioLife Solutions, Inc. (NASDAQ: BLFS) (“BioLife” or the “Company”), a leading developer and supplier of a portfolio of class-defining bioproduction tools for cell and gene therapies, today announced financial results for the three and six months ended June 30, 2020.

Total revenue for the second quarter of 2020 was $9.9 million, a 48% increase over the second quarter of 2019. Revenue growth was driven by acquisitions completed in the second half of 2019. Revenue from biopreservation media accounted for approximately 67% of total revenue in the second quarter of 2020. Sales of BioLife’s ThawSTAR^®, evo^® and Custom Biogenic Systems^® (CBS) freezer products accounted for the balance of revenue and were in line with management’s reduced expectations given the effects of COVID-19.

Mike Rice, BioLife President & CEO, commented, “We continued to advance the business during the second quarter, achieving record revenue and further adoption of our media, thaw, evo cold chain and freezer platforms. In the first half of 2020, we gained 88 new customers across the product portfolio. Significant institutional investor interest resulted in our completion of an oversubscribed public stock offering just after the close of the quarter. BioLife is very well positioned for both organic and additional acquisition driven growth.”

Key Accomplishments in the Second Quarter of 2020

●

Biopreservation media revenue of $6.7 million, representing 67% of total revenue. Media revenue decreased 23% from Q1 2020, during which several cell and gene therapy companies placed COVID-19-related safety stock orders. However, for the first half of 2020, media revenue increased 27% compared to the same period in 2019.

●

Gained 48 new customers including 14 using biopreservation media, 5 using ThawSTAR products, 6 using evo cold chain management solutions and 23 that placed initial orders for CBS freezers and related accessories.

●

Processed 14 new U.S. FDA Drug Master File cross-reference requests, indicating the planned use of CryoStor or HypoThermosol in human clinical trials of new cell or gene therapies. This brings the total U.S. FDA Drug Master File cross-reference requests to more than 400, including several requests that apply to potential therapies to treat COVID-19.

●

Confirmed that the evo cold chain management platform is now supporting more than 100 early stage cell and gene therapy clinical trials.

●

Closed a strategic capital investment by Casdin Capital for the purchase of $20 million of common stock.

●

Subsequent to the close of the quarter, raised gross proceeds of $86 million through an oversubscribed public offering of common stock.

Financial Highlights for the Second Quarter and Six Months Ended June 30, 2020

BioLife Solutions is presenting various financial metrics under U.S. Generally Accepted Accounting Principles (GAAP) and as adjusted (non-GAAP) to reflect acquisition-related activity. A reconciliation of GAAP to non-GAAP metrics appears at the end of this news release.

REVENUE

●

Total revenue for the second quarter of 2020 increased 48% to $9.9 million compared with $6.7 million for the second quarter of 2019.

Biopreservation media revenue of $6.7 million increased of 5% over the second quarter of 2019

Automated thawing product revenue of $376,000

evo cold chain management rental revenue of $439,000

CBS freezer and related accessories revenue of $2.4 million

●

Total revenue for the six months ended June 30, 2020 increased 77% to $22.1 million compared with $12.5 million for the first six months of 2019.

Biopreservation media revenue of $15.3 million increased 27% over the six months ended June 30, 2019

Automated thawing product revenue of $770,000

evo cold chain management rental revenue of $877,000

CBS freezer and related accessories revenue of $5.1 million

GROSS MARGIN

●

Gross margin (GAAP) for the second quarter of 2020 decreased to 48.7% from 69.4% in the second quarter of 2019. Adjusted gross margin (non-GAAP) for the second quarter of 2020 decreased to 56.6% from 72.2% in the second quarter of 2019.

Page 2 of 10

●

Gross margin (GAAP) for the six months ended June 30, 2020 decreased to 53.7% from 70.4% for the same period in 2019. Adjusted gross margin (non-GAAP) for the six months ended June 30, 2020 decreased to 60.7% from 71.8% in the six months ended June 30, 2019.

●

The decline in 2020 second quarter and first half gross margin is due to product mix subsequent to acquisitions completed in the second half of 2019 having lower margins than the biopreservation media products and increases in manufacturing overhead.

OPERATING EXPENSE

●

Operating expenses (GAAP) for the second quarter of 2020 were $9.9 million compared with $6.0 million for the second quarter of 2019. Adjusted operating expenses (non-GAAP) for the second quarter of 2020 were $6.1 million compared with $3.8 million in the second quarter 2019.

●

Operating expenses (GAAP) for the six months ended June 30, 2020 were $21.7 million compared with $11.2 million for the same period in 2019. Adjusted operating expenses (non-GAAP) for the six months ended June 30, 2020 were $12.5 million compared with $7.2 million in the six months ended June 30, 2019.

●

The increase in 2020 second quarter and first half operating expenses is primarily due to acquisitions completed in the second half of 2019.

OPERATING INCOME/(LOSS)

●

Operating income (GAAP) for the second quarter of 2020 was $44,000 compared with $747,000 for the second quarter of 2019. Adjusted operating loss (non-GAAP) for the second quarter of 2020 was $510,000 compared with adjusted operating income of $993,000 in the second quarter of 2019.

●

Operating income (GAAP) for the six months ended June 30, 2020 was $414,000 compared with $1.3 million for the same period in 2019. Adjusted operating income (non-GAAP) for the six months ended June 30, 2020 was $906,000 compared with $1.8 million in the six months ended June 30, 2019.

NET INCOME/(LOSS)

●

Net loss (GAAP) for the second quarter of 2020 was $16.4 million compared with net income of $4.3 million for the second quarter of 2019. Net loss (GAAP) for the second quarter of 2020 included other expense of $16.4 million related to the change in fair value of warrants, and net income for the second quarter of 2019 included other income of $3.6 million related to the change in fair value of warrants. Adjusted net loss (non-GAAP) for the second quarter of 2020 was $492,000 compared with adjusted net income of $1.1 million in the second quarter of 2019.

Page 3 of 10

●

Net income (GAAP) for the six months ended June 30, 2020 was $5.9 million compared with a net loss of $14.9 million for the same period in 2019. Net income (GAAP) for the six months ended June 30, 2020 included other income of $5.5 million related to the change in fair value of warrants, and net loss for the six months ended June 30, 2019 included other expense of $16.1 million related to the change in fair value of outstanding warrants. Adjusted net income (non-GAAP) for the six months ended June 30, 2020 was $952,000 compared with $2.1 million in the six months ended June 30, 2019.

EARNINGS/(LOSS) PER SHARE

●

Loss per share (GAAP) for the second quarter of 2020 was $0.70 compared with earnings per diluted share of $0.02 for the second quarter of 2019. Adjusted loss per share (non-GAAP) for the second quarter of 2020 was $0.01 compared with adjusted earnings per diluted share of $0.04 in the second quarter of 2019.

●

Earnings per diluted share (GAAP) for the six months ended June 30, 2020 was $0.01 compared with loss per share of $0.80 for the same period in 2019. Adjusted earnings per diluted share (non-GAAP) for the six months ended June 30, 2020 was $0.02 compared with $0.11 in the six months ended June 30, 2019.

EBITDA

●

EBITDA, a non-GAAP measure, for the second quarter of 2020 was negative $15.1 million compared with positive $4.3 million for the second quarter of 2019. Adjusted EBITDA for the second quarter of 2020 was positive $1.2 million compared with positive $1.9 million in the second quarter of 2019.

●

EBITDA, a non-GAAP measure, for the six months ended June 30, 2020 was positive $8.3 million compared with negative $14.9 million for the same period in 2019. Adjusted EBITDA for the six months ended June 30, 2020 was positive $4.1 million compared with positive $3.3 million in six months ended June 30, 2019.

CASH

●

Cash and cash equivalents as of June 30, 2020 were $29.9 million compared with $6.5 million as of December 31, 2019. The increase reflects a $20 million common share purchase agreement with Casdin Capital LLC during the second quarter.

Roderick de Greef, BioLife Chief Financial Officer and Chief Operating Officer, remarked, “With the $20 million raised from Casdin Capital and an additional $86 million raised in the July follow-on offering, we are well positioned to pursue additional strategic acquisitions to strengthen our portfolio of class-defining bioproduction tools for cell and gene therapies.”

Page 4 of 10

2020 Financial Guidance

Due to uncertainty regarding the impact of COVID-19 on BioLife and its customers, on May 1, 2020 the Company withdrew its financial guidance for 2020.

Conference Call & Webcast

Management will discuss the Company's financial results and provide a general business update on a conference call and live webcast today at 4:30 p.m. ET (1:30 p.m. PT).

To access the webcast, log onto the Investor Relations page of the BioLife Solutions website at http://www.biolifesolutions.com/earnings. Alternatively, you can access the live conference call by dialing 888-517-2485 with Conference ID 9675894. A webcast replay will be available approximately two hours after the call and will be archived on http://www.biolifesolutions.com/ for 90 days.

About BioLife Solutions

BioLife Solutions is a leading supplier of cell and gene therapy bioproduction tools. Our tools portfolio includes our proprietary CryoStor^®freeze media and HypoThermosol^® shipping and storage media, ThawSTAR^® family of automated, water-free thawing products, evo^® cold chain management system, and Custom Biogenic Systems^® high-capacity storage freezers. For more information, please visit www.biolifesolutions.com, and follow BioLife on Twitter.

Cautions Regarding Forward Looking Statements

Except for historical information contained herein, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements concerning the expected financial performance of the company following the completion of its 2019 acquisitions and giving effect to the COVID-19 pandemic, the company's ability to implement its business strategy and anticipated business and operations, in particular following its 2019 acquisitions and giving effect to the COVID-19 pandemic, the company's anticipated future growth strategy, including the acquisition of synergistic cell and gene therapy manufacturing tools and services or technologies, the potential utility of and market for our products and services, potential revenue growth and market expansion, regulatory approvals and/or commercial manufacturing of our customers' products, and potential customer revenue. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including among other things, uncertainty regarding unexpected costs, charges or expenses resulting from the company’s 2019 acquisitions, market adoption of the company’s products (including the company’s recently acquired products); the ability of the company’s 2019 acquisitions to be accretive on the company’s financial results; the ability of the company to implement its business strategy; uncertainty regarding third-party market projections; market volatility; competition; litigation; the impact of the COVID-19 pandemic; and those other factors described in our risk factors set forth in our filings with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.

Page 5 of 10

Non-GAAP Measures of Financial Performance:

To supplement our financial statements, which are presented on the basis of U.S. generally accepted accounting principles (GAAP), the following non-GAAP measures of financial performance are included in this release: adjusted gross profit and gross margin, adjusted operating expenses, adjusted operating income/(loss), adjusted net income/(loss), adjusted earnings per diluted share (EPS), earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA. A reconciliation of GAAP to adjusted non-GAAP financial measures is included as an attachment to this press release. When analyzing the Company's operating results, investors should not consider non-GAAP measures as substitutes for the comparable financial measures prepared in accordance with GAAP.

Media & Investor Relations

Roderick de Greef

Chief Financial and Chief Operating Officer

(425) 686-6002

rdegreef@biolifesolutions.com

Page 6 of 10

BIoLife Solutions, Inc.

Unaudited Condensed Statements of Operations

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share and share data)	2020			2019			2020			2019
Product Revenue	$	9,489		$	6,701		$	21,216		$	12,471
Rental revenue		431		––				866		––
Total revenue		9,920			6,701			22,082			12,471
Operating expenses
Cost of revenue (exclusive of intangible assets amortization)		4,499			1,968			9,067			3,616
Research and development		1,477			691			3,140			1,050
Sales and marketing		1,366			945			2,942			1,782
General and administrative		3,278			2,207			6,413			4,359
Intangible assets amortization		706			104			1,394			104
Acquisition costs		13			39			238			247
Change in fair value of contingent consideration		(1,463	)	––				(1,526	)	––
Total operating expenses		9,876			5,954			21,668			11,158
Operating income		44			747			414			1,313

Other income (expense), net
Change in fair value of warrant liability		(16,442	)		3,586			5,472			(16,077	)
Other income/(loss)		18			(81	)		42			(145	)
Total other income (expenses), net		(16,424	)		3,505			5,514			(16,222	)

Net income (loss)	$	(16,380	)	$	4,252		$	5,928		$	(14,909	)

Earnings (loss) per share attributable to common stockholders:
Basic	$	(0.70	)	$	0.18		$	0.23		$	(0.80	)
Diluted	$	(0.70	)	$	0.02		$	0.01		$	(0.80	)
Weighted average shares used to compute earnings per share attributable to common stockholders:
Basic		23,292,635			18,819,459			22,151,726			18,734,401
Diluted		23,292,635			24,539,299			27,013,580			18,734,401

Page 7 of 10

BIoLife Solutions, Inc.

Unaudited Condensed Balance Sheet Information

(In thousands)

	June 30, 2020		December 31, 2019
Cash and cash equivalents	$	29,879	$	6,448
Accounts receivable, net		4,351		5,345
Inventories		10,890		10,972
Total current assets		46,254		24,113
Total assets		113,970		92,816

Accounts payable		3,077		3,119
Total current liabilities		7,490		7,669
Total liabilities		8,127		49,362
Total Shareholders' equity	$	105,843	$	43,454

BIoLife Solutions, Inc.

Unaudited Condensed Statement of Cash Flows Information

(In thousands)

	Six Month Period Ended June 30,
	2020			2019
Cash provided by operating activities	$	4,407		$	1,079
Cash used in investing activities		(1,683	)		(12,705	)
Cash provided by financing activities		20,707			586
Net increase (decrease) in cash and equivalents	$	23,431		$	(11,040	)

BIOLIFE SOLUTIONS, INC.

RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP (ADJUSTED) GROSS PROFIT