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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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Title of each class
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Trading symbol
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Name of exchange on which registered
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Exhibit No.
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Description
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99.1
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99.2
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
BioLife Solutions, Inc.
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Date: March 22, 2021
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By:
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/s/ Roderick de Greef
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Name: Roderick de Greef
Title: Chief Financial Officer and Chief
Operating Officer
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Exhibit 99.1
BioLife Solutions Announces Fourth Quarter and Full Year 2020 Financial Results
Q4 total revenue of $14.7 million increased 78%, full year total revenue of $48.1 million increased 76%
Introduces guidance for 2021 total revenue of $101 million to $110 million, up 110% to 129% over 2020
Conference call begins at 4:30 p.m. Eastern time today
BOTHELL, Wash. (March 22, 2021) – BioLife Solutions, Inc. (NASDAQ: BLFS) (“BioLife” or the “Company”), a leading developer and supplier of a portfolio of class-defining bioproduction products and services for cell and gene therapies, today announced financial results for the fourth quarter and year ended December 31, 2020.
Mike Rice, BioLife President & CEO, commented, “Despite the COVID-19 pandemic, the BioLife team delivered another quarter and year of stellar operational and financial results. We gained more than 200 new direct customers across our bioproduction tools and services portfolio and more than 3,500 new indirect media customers that sourced our products from distributors. We also drove further adoption of all our other portfolio offerings within the cell and gene therapy space.
“With our acquisition of Stirling Ultracold announced earlier today, we expect to surpass our goal of $100 million in total revenue this year and expect to reach $250 million in total revenue in the next three to four years.”
Fourth Quarter 2020 Highlights
● |
Acquired SciSafe Holdings, Inc., which became a wholly owned subsidiary of the Company on October 1, 2020. Management now estimates that SciSafe will contribute revenue of at least $12 million in 2021, up from previous expectations of $9 million. |
● |
Biopreservation media revenue was $8.2 million, an increase of 58% compared with the same period in 2019. |
● |
Gained 213 new direct customers including 63 using biopreservation media, 29 using ThawSTAR® systems, 43 using evo® cold chain management services, 73 using CBS freezers and accessories, and 5 using biologic storage services. |
● |
Processed 75 new U.S. FDA Drug Master File cross-reference requests, indicating the planned use of CryoStor® or HypoThermosol® in pending cell and gene therapy clinical trials. To date, the Company’s biopreservation media products have been incorporated into more than 450 customer clinical applications. |
Financial Highlights for the Fourth Quarter and Year Ended December 31, 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 fourth quarter of 2020 increased 78% to $14.7 million compared with $8.3 million for the fourth quarter of 2019. |
o |
Biopreservation media revenue was $8.2 million, up 58% over the fourth quarter of 2019 |
o |
Automated thawing product revenue was $662,000 |
o |
evo cold chain management rental revenue was $469,000 |
o |
CBS freezer and related accessories revenue was $3.6 million |
o |
SciSafe biological and pharmaceutical storage revenue was $1.8 million |
● |
Total revenue for the year ended December 31, 2020 increased 76% to $48.1 million compared with $27.4 million for the year ended December 31, 2019. |
o |
Biopreservation media revenue was $31.0 million, up 32% over 2019 |
o |
Automated thawing product revenue was $1.7 million |
o |
evo cold chain management rental revenue was $1.8 million |
o |
CBS freezer and related accessories revenue was $11.8 million |
o |
SciSafe biological and pharmaceutical storage revenue was $1.8 million |
GROSS MARGIN
● |
Gross margin (GAAP) for the fourth quarter of 2020 was 50% compared with 57% for the fourth quarter of 2019, while adjusted gross margin (non-GAAP) for the fourth quarter of 2020 was 54% compared with 65% for the fourth quarter of 2019. |
● |
Gross margin (GAAP) for the year ended December 31, 2020 was 52% compared with 65% for the same period in 2019, while adjusted gross margin (non-GAAP) for the year ended December 31, 2020 was 58% compared with 69% for the year ended December 31, 2019. |
● |
The decline in 2020 fourth quarter and full year gross margin was due to products acquired in the second half of 2019. For the fourth quarter of 2020 the decline also reflected lower margin on biopreservation media products and higher manufacturing overhead. |
OPERATING EXPENSE
● |
Operating expense (GAAP) for the fourth quarter of 2020 was $19.5 million compared with $9.1 million for the fourth quarter of 2019, while adjusted operating expense (non-GAAP) for the fourth quarter of 2020 was $8.2 million compared with $4.9 million for the fourth quarter 2019. |
● |
Operating expense (GAAP) for the year ended December 31, 2020 was $53.7 million compared with $27.6 million for the same period in 2019, while adjusted operating expense (non-GAAP) for the year ended December 31, 2020 was $27.6 million compared with $16.8 million for the year ended December 31, 2019. |
● |
The increase in operating expense in the fourth quarter and year ended December 31, 2020 was primarily due to acquisitions completed in the second half of 2019 and the fourth quarter of 2020, and personnel costs including stock compensation. |
OPERATING INCOME/(LOSS)
● |
Operating loss (GAAP) for the fourth quarter of 2020 was $4.7 million compared with operating loss of $763,000 for the fourth quarter of 2019, while adjusted operating loss (non-GAAP) for the fourth quarter of 2020 was $255,000 compared with adjusted operating income of $437,000 for the fourth quarter of 2019. |
● |
Operating loss (GAAP) for the year ended December 31, 2020 was $5.6 million compared with operating loss of $220,000 for the year ended December 31, 2019, while adjusted operating income (non-GAAP) for the year ended December 31, 2020 was $293,000 compared with adjusted operating income of $2.1 million for the year ended December 31, 2019. |
NET INCOME/(LOSS)
● |
Net loss (GAAP) for the fourth quarter of 2020 was $2.1 million compared with net income of $3.0 million for the fourth quarter of 2019. Net loss (GAAP) for the fourth quarter of 2020 included operating expense of $3.1 million related to the change in fair value of contingent consideration, other expense of $866,000 related to the change in fair value of warrants, other income of $209,000 related to change in fair value of investments and income tax benefit of $3.3 million. Net income for the fourth quarter of 2019 included other income of $2.1 million related to the change in fair value of warrants and income tax benefit of $1.5 million. Adjusted net loss (non-GAAP) for the fourth quarter of 2020 was $256,000 compared with adjusted net income of $527,000 for the fourth quarter of 2019. |
● |
Net income (GAAP) for the year ended December 31, 2020 was $2.7 million compared with a net loss of $1.7 million for the same period in 2019. Net income (GAAP) for the year ended December 31, 2020 included other income of $3.6 million related to the change in fair value of warrants, other expense of $1.6 million related to the change in fair value of contingent consideration, other income of $1.3 million related to the change in fair value of investments and income tax benefit of $3.3 million. Net loss for the year ended December 31, 2019 included other expense of $12.8 million related to the change in fair value of outstanding warrants, other income of $10.1 million related to the gain on acquisition of SAVSU and income tax benefit of $1.5 million. Adjusted net income (non-GAAP) for the year ended December 31, 2020 was $351,000 compared with adjusted net income of $2.6 million for the year ended December 31, 2019. |
EARNINGS/(LOSS) PER SHARE
● |
Loss per share (GAAP) for the fourth quarter of 2020 was $0.06 compared with earnings per diluted share of $0.03 for the fourth quarter of 2019. Adjusted loss per share (non-GAAP) for the fourth quarter of 2020 was $0.01 compared with adjusted earnings per diluted share of $0.02 for the fourth quarter of 2019. |
● |
Loss per share (GAAP) for the year ended December 31, 2020 was $0.03 compared with loss per share of $0.09 for the year ended December 31, 2019. Adjusted earnings per diluted share (non-GAAP) for the year ended December 31, 2020 was $0.01 compared with $0.13 for the year ended December 31, 2019. |
EBITDA
● |
EBITDA, a non-GAAP measure, for the fourth quarter of 2020 was negative $3.9 million compared with $2.3 million for the fourth quarter of 2019, while adjusted EBITDA for the fourth quarter of 2020 was $2.5 million compared with $1.7 million for the fourth quarter of 2019. |
● |
EBITDA for the year ended December 31, 2020 was $4.4 million compared with negative $1.9 million the year ended December 31, 2019, while adjusted EBITDA for the year ended December 31, 2020 was $8.3 million compared with $5.9 million for the year ended December 31, 2019. |
CASH
● |
Cash, cash equivalents, and restricted cash as of December 31, 2020 were $90.5 million compared with $6.4 million as of December 31, 2019. The increase reflects a $20 million common share purchase agreement with Casdin Capital LLC during the second quarter of 2020, an $86 million capital raise in the third quarter of 2020 and $15.0 million deployed in the purchase of SciSafe in the fourth quarter of 2020. |
Roderick de Greef, BioLife’s Chief Financial Officer and Chief Operating Officer, remarked, “Despite a negative impact on capital equipment product revenue due to COVID-19 restrictions on in-person customer meetings throughout most of 2020, our media business grew consistently, increasing 32% compared with 2019 and contributing to very strong overall revenue growth. With our recently announced acquisition of Stirling Ultracold, we now have an even broader product offering to expand our addressable market and better serve our growing customer base.”
2021 Total Revenue Guidance
Our 2021 revenue guidance is based on current expectations for our existing business, and includes anticipated contributions from our acquisition of Stirling Ultracold, which is expected to close on or before May 1, 2021.
Total revenue for 2021 is expected to be in the range of $101 million to $110 million, reflecting year-over-year revenue growth of 110% to 129%. Our total revenue expectation for 2021 includes the following:
● |
Expected contribution of $35 million to $37 million from the Stirling Ultracold product line. |
● |
For 2021, we will report revenue in three product categories: Media; Freezer and Thaw Systems including our freezer systems and ThawSTAR product lines; and Services including our evo cold chain and biostorage services. |
● |
Media revenue is expected to be between $38 million and $40 million, reflecting growth of 23% to 29% over 2020 and accounting for approximately 37% of total revenue. |
● |
Freezer and thaw systems revenue is expected to be between $50 million and $54 million, accounting for approximately 50% of total revenue. |
● |
Services revenue is expected to be between $13 million and $16 million, accounting for approximately 13% of total revenue. |
Conference Call & Webcast
Management will discuss the Company's financial results and provide a general business update including a discussion of the Stirling Ultracold acquisition 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 may access the live conference call by dialing (844) 825-0512 or (315) 625-6880 with the following Conference ID: 7158827. 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 products and services. Our 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, Custom Biogenic Systems® high-capacity storage freezers, and SciSafe biologic materials storage. For more information, please visit www.biolifesolutions.com, www.savsu.com, www.custombiogenics.com, and www.scisafe.com, and follow BioLife on Twitter.
Cautions Regarding Forward Looking Statements
Except for historical information contained herein, this presentation 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 and 2020 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 the closing of its acquisition of Global Cooling, the expected synergies between the company and Global Cooling, the company’s ability to realize all or any of the anticipated benefits associated with the acquisition of Global Cooling, the company's ability to implement its business strategy and anticipated business and operations, including following the acquisition of Global Cooling, the potential utility of and market for the company's and Global Cooling's products and services, [guidance for financial results for 2021 and 2022, including regarding Global Cooling's revenue,] and potential revenue growth and market expansion, including with consideration to our acquisition of Global Cooling, [its 2019 and 2020 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 the satisfaction or waiver of all closing conditions to the acquisition of Global Cooling, the risk that the acquisition may not be completed on the terms or in the time frame expected by the company, unexpected costs, charges or expenses resulting from the acquisition of Global Cooling unexpected costs, charges or expenses resulting (or from the company’s 2019 and 2020 acquisitions), market adoption of the company’s products (including the company’s recently acquired products and the products of Global Cooling, if acquired); the ability of the Global Cooling acquisition (or the company’s 2019 and 2020 acquisitions) to be accretive on the company’s financial results; the ability of the company to continue 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.
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 |
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Roderick de Greef Chief Financial and Chief Operating Officer |
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(425) 686-6002 |
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rdegreef@biolifesolutions.com |
BIOLIFE SOLUTIONS, INC.
Unaudited Condensed Statements of Operations
(In thousands, except per share amounts)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
Product revenue |
$ | 12,520 | $ | 7,951 | $ | 44,540 | $ | 26,844 | ||||||||
Rental revenue |
454 | 344 | 1,795 | 527 | ||||||||||||
Service revenue |
1,752 | - | 1,752 | - | ||||||||||||
Total revenue |
14,726 | 8,295 | 48,087 | 27,371 | ||||||||||||
Operating expenses |
||||||||||||||||
Cost of product, rental, and service revenue (exclusive of intangible assets amortization) |
6,753 | 3,050 | 20,646 | 8,760 | ||||||||||||
Research and development |
1,854 | 1,087 | 6,720 | 3,168 | ||||||||||||
Sales and marketing |
1,883 | 1,669 | 6,413 | 4,701 | ||||||||||||
General and administrative |
4,684 | 2,186 | 14,607 | 8,893 | ||||||||||||
Intangible assets amortization |
933 | 614 | 3,033 | 1,079 | ||||||||||||
Acquisition costs |
251 | 402 | 668 | 940 | ||||||||||||
Change in fair value of contingent consideration |
3,103 | 50 | 1,575 | 50 | ||||||||||||
Total operating expenses |
19,461 | 9,058 | 53,662 | 27,591 | ||||||||||||
Operating income |
(4,735 | ) | (763 | ) | (5,575 | ) | (220 | ) | ||||||||
Other income (expense), net |
||||||||||||||||
Change in fair value of warrant liability |
(866 | ) | 2,115 | 3,601 | (12,835 | ) | ||||||||||
Change in fair value of investments |
209 | - | 1,319 | - | ||||||||||||
Gain on acquisition of SAVSU |
- | - | - | 10,108 | ||||||||||||
Other income/(loss) |
(1 | ) | 90 | 58 | (251 | ) | ||||||||||
Total other income (expenses), net |
(658 | ) | 2,205 | 4,978 | (2,978 | ) | ||||||||||
Net income before income taxes |
(5,393 | ) | 1,442 | (597 | ) | (3,198 | ) | |||||||||
Income tax benefit |
(3,264 | ) | (1,541 | ) | (3,264 | ) | (1,541 | ) | ||||||||
Net income (loss) |
$ | (2,129 | ) | $ | 2,983 | $ | 2,667 | $ | (1,657 | ) | ||||||
Earnings (loss) per share attributable to common stockholders: |
||||||||||||||||
Basic |
$ | (0.06 | ) | $ | 0.12 | $ | 0.09 | $ | (0.09 | ) | ||||||
Diluted |
$ | (0.06 | ) | $ | 0.03 | $ | (0.03 | ) | $ | (0.09 | ) | |||||
Weighted average shares used to compute earnings per share attributable to common stockholders: |
||||||||||||||||
Basic |
32,960,437 | 20,613,360 | 27,306,258 | 19,460,299 | ||||||||||||
Diluted |
32,960,437 | 25,797,286 | 27,306,258 | 19,460,299 |
BIOLIFE SOLUTIONS, INC.
CONDENSED BALANCE SHEET INFORMATION
(Unaudited, amounts in thousands)
Year Ended |
||||||||
December 31, 2020 |
December 31, 2019 |
|||||||
Cash, cash equivalents and restricted cash |
$ | 90,456 | $ | 6,448 | ||||
Accounts receivable, net |
8,006 | 5,345 | ||||||
Inventories |
11,602 | 10,972 | ||||||
Total current assets |
114,712 | 24,113 | ||||||
Total assets |
234,829 | 92,816 | ||||||
Accounts payable |
3,672 | 3,119 | ||||||
Total current liabilities |
15,573 | 7,669 | ||||||
Total liabilities |
29,583 | 49,362 | ||||||
Total Shareholders' equity |
$ | 205,246 | $ | 43,454 |
BIOLIFE SOLUTIONS, INC.
CONDENSED STATEMENT OF CASH FLOWS INFORMATION
(Unaudited, amounts in thousands)
Year Ended |
||||||||
December 31, 2020 |
December 31, 2019 |
|||||||
Cash provided by operating activities |
$ | 6,515 | $ | 1,213 | ||||
Cash used in investing activities |
(23,731 | ) | (27,018 | ) | ||||
Cash provided by financing activities |
101,224 | 1,596 | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | 84,008 | $ | (24,209 | ) |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP (ADJUSTED) GROSS PROFIT
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP GROSS PROFIT |
$ | 7,387 | $ | 4,732 | $ | 25,113 | $ | 17,706 | ||||||||
GAAP GROSS MARGIN |
50 |
% |
57 |
% |
52 |
% |
65 |
% |
||||||||
ADJUSTMENTS TO GROSS PROFIT: |
||||||||||||||||
Inventory step-up charges |
21 | 134 | 411 | 289 | ||||||||||||
Intangible assets amortization |
586 | 513 | 2,328 | 905 | ||||||||||||
ADJUSTED GROSS PROFIT |
$ | 7,994 | $ | 5,379 | $ | 27,852 | $ | 18,900 | ||||||||
ADJUSTED GROSS MARGIN |
54 |
% |
65 |
% |
58 |
% |
69 |
% |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP OPERATING EXPENSES TO NON-GAAP (ADJUSTED) OPERATING EXPENSES
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP OPERATING EXPENSES |
$ | 19,461 | $ | 9,058 | $ | 53,662 | $ | 27,591 | ||||||||
ADJUSTMENTS TO OPERATING EXPENSES: |
||||||||||||||||
Cost of product, rental, and service revenue |
(6,753 | ) | (3,050 | ) | (20,646 | ) | (8,760 | ) | ||||||||
Acquisition and integration costs |
(251 | ) | (402 | ) | (668 | ) | (940 | ) | ||||||||
Intangible assets amortization |
(933 | ) | (614 | ) | (3,033 | ) | (1,079 | ) | ||||||||
Loss on disposal of assets |
(172 | ) | - | (181 | ) | - | ||||||||||
Change in fair value of contingent consideration |
(3,103 | ) | (50 | ) | (1,575 | ) | (50 | ) | ||||||||
ADJUSTED OPERATING EXPENSES |
$ | 8,249 | $ | 4,942 | $ | 27,559 | $ | 16,762 |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP (ADJUSTED) OPERATING INCOME
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP OPERATING INCOME |
$ | (4,735 | ) | $ | (763 | ) | $ | (5,575 | ) | $ | (220 | ) | ||||
ADJUSTMENTS TO OPERATING INCOME: |
||||||||||||||||
Inventory step-up charges |
21 | 134 | 411 | 289 | ||||||||||||
Acquisition and integration costs |
251 | 402 | 668 | 940 | ||||||||||||
Intangible assets amortization |
933 | 614 | 3,033 | 1,079 | ||||||||||||
Loss on disposal of assets |
172 | - | 181 | - | ||||||||||||
Change in fair value of contingent consideration |
3,103 | 50 | 1,575 | 50 | ||||||||||||
ADJUSTED OPERATING INCOME/(LOSS) |
$ | (255 | ) | $ | 437 | $ | 293 | $ | 2,138 |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP (ADJUSTED) NET INCOME
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP NET INCOME/(LOSS) |
$ | (2,129 | ) | $ | 2,983 | $ | 2,667 | $ | (1,657 | ) | ||||||
ADJUSTMENTS TO NET INCOME/(LOSS): |
||||||||||||||||
Inventory step-up charges |
21 | 134 | 411 | 289 | ||||||||||||
Acquisition and integration costs |
251 | 402 | 668 | 940 | ||||||||||||
Intangible assets amortization |
933 | 614 | 3,033 | 1,079 | ||||||||||||
Loss on disposal of assets |
172 | - | 181 | 13 | ||||||||||||
Loss on Equity Method Investment |
- | - | - | 739 | ||||||||||||
Gain on acquisition |
- | - | - | (10,108 | ) | |||||||||||
Change in fair value of contingent consideration |
3,103 | 50 | 1,575 | 50 | ||||||||||||
Change in fair value of investments |
(209 | ) | - | (1,319 | ) | - | ||||||||||
Change in fair value of warrant liability |
866 | (2,115 | ) | (3,601 | ) | 12,835 | ||||||||||
Income tax benefit |
(3,264 | ) | (1,541 | ) | (3,264 | ) | (1,541 | ) | ||||||||
ADJUSTED NET INCOME/(LOSS) |
$ | (256 | ) | $ | 527 | $ | 351 | $ | 2,639 |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP NET INCOME PER DILUTED SHARE TO NON-GAAP (ADJUSTED) NET INCOME PER DILUTED SHARE
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP NET INCOME/(LOSS) PER SHARE - DILUTED |
$ | (0.06 | ) | $ | 0.03 | $ | (0.03 | ) | $ | (0.09 | ) | |||||
ADJUSTMENTS TO NET INCOME/(LOSS) PER SHARE – DILUTED: |
||||||||||||||||
Inventory step-up charges |
- | 0.01 | 0.02 | 0.01 | ||||||||||||
Acquisition and integration costs |
0.01 | 0.02 | 0.02 | 0.05 | ||||||||||||
Intangible assets amortization |
0.03 | 0.02 | 0.11 | 0.06 | ||||||||||||
Loss on Equity Method Investment |
- | - | - | 0.04 | ||||||||||||
Gain on acquisition |
- | - | - | (0.52 | ) | |||||||||||
Change in fair value of contingent consideration |
0.09 | - | 0.06 | - | ||||||||||||
Change in fair value of investments |
(0.01 | ) | - | (0.05 | ) | - | ||||||||||
Change in fair value of warrant liability |
0.03 | - | - | 0.66 | ||||||||||||
Income tax benefit |
(0.10 | ) | (0.06 | ) | (0.12 | ) | (0.08 | ) | ||||||||
ADJUSTED NET INCOME/(LOSS) PER SHARE - DILUTED |
$ | (0.01 | ) | $ | 0.02 | $ | 0.01 | $ | 0.13 |
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP (ADJUSTED) EBITDA
(Unaudited, amounts in thousands)
Three Months Ended |
Year Ended | |||||||||||||||
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
|||||||||||||
GAAP NET INCOME/(LOSS) |
$ | (2,129 | ) | $ | 2,983 | $ | 2,667 | $ | (1,657 | ) | ||||||
ADJUSTMENTS: |
||||||||||||||||
Interest expense/(income), net |
- | (89 | ) | (58 | ) | (501 | ) | |||||||||
Income tax benefit |
(3,264 | ) | (1,541 | ) | (3,264 | ) | (1,541 | ) | ||||||||
Depreciation |
581 | 344 | 2,035 | 718 | ||||||||||||
Intangible assets amortization |
933 | 614 | 3,033 | 1,078 | ||||||||||||
EBITDA |
$ | (3,879 | ) | $ | 2,311 | $ | 4,413 | $ | (1,903 | ) | ||||||
OTHER ADJUSTMENTS: |
||||||||||||||||
Share-based compensation (non-cash) |
2,164 | 883 | 5,981 | 3,043 | ||||||||||||
Acquisition and integration costs |
251 | 402 | 668 | 940 | ||||||||||||
Inventory step-up charges |
21 | 134 | 411 | 289 | ||||||||||||
Loss on disposal of assets |
172 | - | 180 | 13 | ||||||||||||
Loss from equity-method investment (SAVSU) |
- | - | - | 739 | ||||||||||||
Gain on acquisition |
- | - | - | (10,108 | ) | |||||||||||
Change in fair value of contingent consideration |
3,103 | 50 | 1,575 | 50 | ||||||||||||
Change in fair value of investments |
(209 | ) | - | (1,319 | ) | - | ||||||||||
Change in fair value of warrant liability |
866 | (2,115 | ) | (3,601 | ) | 12,835 | ||||||||||
ADJUSTED EBITDA |
$ | 2,489 | $ | 1,665 | $ | 8,308 | $ | 5,898 |
# # #
Exhibit 99.2
BioLife Solutions to Acquire Stirling Ultracold in an All-Stock Merger
Including Stirling, BioLife’s Q4 2020 Annualized Revenue Totals $115 Million
Mid to Long Term Adjusted EBITDA Margin Target of 30%
Stirling CEO Dusty Tenney to Join BioLife as President & COO
Conference Call Begins at 4:30 p.m. Eastern Time Today
BOTHELL, Wash. (March 22, 2021) – BioLife Solutions, Inc. (NASDAQ: BLFS) (“BioLife” or the “Company”), a leading developer and supplier of a portfolio of class-defining bioproduction products and services for cell and gene therapies, today announced the signing of a definitive merger agreement to acquire Global Cooling, Inc., operating as Stirling Ultracold (“Stirling”), a privately held manufacturer of ultra-low temperature (“ULT”) mechanical freezers.
BioLife will issue 6,646,870 shares of common stock for 100% of the outstanding shares of Stirling in an all-stock transaction, which is expected to close early in the second quarter of 2021. With Stirling, BioLife believes that total GAAP revenue in 2021 will exceed $100 million and the transaction is expected to be accretive on an adjusted Net Income per share basis (Non-GAAP) in 2022 and beyond.
BioLife also announced 2020 revenue of $48.1 million, a 76% increase over 2019, driven by a 32% increase in biopreservation media revenue, combined with the impact of the results of the Company’s prior acquisitions. Stirling’s preliminary, unaudited, 2020 revenue was $39 million.
Mike Rice, BioLife Solutions CEO, remarked, “With this transaction, we continue to execute our M&A strategy to consolidate the bioproduction tools and services space by adding novel and disruptive technologies to our portfolio. This acquisition superbly complements our offering. Combining Stirling’s -20°C to -86°C freezer systems with our current liquid nitrogen (“LN2”) freezers provides complete ULT coverage of cold-chain infrastructure critical for personalized medicine. Further, Stirling’s intellectual property portfolio of 80 patents fulfills our goal of acquiring novel and disruptive technologies that we can market to our cell and gene therapy customers, as well as to the broader biopharma industry. Demand for Stirling’s ULT freezers is significant, fueled by the storage requirements for COVID-19 vaccines. Our longer-term outlook for Stirling is bullish as the total addressable market for ULT freezers in the U.S. alone is estimated to reach nearly $800 million by 2027.”1
Rice continued, “In conjunction with this transaction, Stirling CEO, Dusty Tenney, will join BioLife as president and chief operating officer. Dusty brings a stellar track record of executing scale-up initiatives in the life sciences industry to drive growth, having previously overseen an increase in annual revenue from $65 million to $330 million in five years as president of the life sciences division of Brooks Automation. We are delighted to welcome Dusty and the entire Stirling team to BioLife.”
1 Ultra-low Temperature Freezer Market Size, Share & COVID-19 Impact Analysis, By Type (Chest and Upright), By Capacity (Less than 300 Liters, 301-500 Liters, 501-700 Liters, 701-900 Liters and More than 900 Liters), By Application (Bio Banks & Hospitals, Academic & Research Laboratories and Others) and Regional Forecast, 2020-2027.
https://www.fortunebusinessinsights.com/ultra-low-temperature-freezer-market-104479
Dusty Tenney, CEO of Stirling Ultracold, commented, “BioLife Solutions has assembled an impressive, integrated suite of consumables, equipment, biorepositories, informatics and services to address the growing cell and gene therapy space. As such, Stirling shareholders and our 150 employees will immediately benefit from the breadth and scale of technologies and customers as part of BioLife. Mike Rice and the senior leadership at BioLife have established a well-run company underpinned by an extraordinary company culture that supports both business and personal growth. I’m looking forward to the close of this merger and joining BioLife as president and COO and contributing to the continued success of the company.”
Benefits of the Transaction
Entry into the high-growth ULT -20°C to -86°C freezer market
● |
Stirling is uniquely positioned with a portfolio of mechanical freezers utilizing the proprietary Stirling engine, that completely spans the non-liquid nitrogen storage temperature range for frozen biologics, including vaccines. Combined with BioLife’s current Custom Biogenic Systems (“CBS”) LN2 freezers, we can now offer customers the broadest portfolio of freezers for temperature-sensitive materials. |
● |
Stirling has partnered with UPS and other logistics providers to supply ULT freezers and accessories for distribution and point of care storage of COVID-19 vaccines. |
Cross-selling opportunities
● |
BioLife intends to fully leverage its extensive relationships with leading cell and gene therapy companies to drive sales of Stirling freezers. |
● |
BioLife also envisions opportunities to market to Stirling’s customers by offering BioLife's full portfolio of bioproduction tools and services including CryoStor® and HypoThermosol® biopreservation media, ThawSTAR® automated thawing products, the evo® cold chain management system, CBS LN2 freezers and SciSafe biologic storage services. |
Vertical integration synergies
● |
Lower capital costs by deploying Stirling freezers in SciSafe global biorepositories. |
● |
Potential to expand manufacturing capacity for Stirling freezers at BioLife’s CBS facilities. |
● |
BioLife will expand the reach of the Stirling sales team and distributors to provide access to the entire BioLife bioproduction tools and services portfolio offered to the cell and gene therapy and biopharma markets. |
Financial Impact of the Stirling Acquisition
BioLife expects the acquisition of Stirling to impact the Company's financial performance as follows:
● |
2021 revenue contribution is expected to be approximately $35 – $37 million depending on the actual closing date of the transaction, which is currently expected to occur on or before May 1. |
● |
Stirling’s historical gross margins are in the low 30% range. Identified margin expansion opportunities are expected to drive Stirling’s gross margins into the mid to high 40% range in the mid-term. |
● |
The transaction is expected to be accretive on an adjusted Net Income per share basis (Non-GAAP) in 2022 and beyond. |
Roderick de Greef, BioLife’s chief financial and operating officer, remarked, “The combined companies annualized revenue run rate is approximately $115 million, based on our revenue in the fourth quarter of 2020 of $14.7 million, and Stirling’s unaudited revenue for the fourth quarter of 2020 of $14 million, While we expect to see some near-term margin dilution as a result of the transaction, however, we anticipate the combined entity will achieve our targeted adjusted EBITDA margin range of 30% in the mid to longer term.”
Following the close of this transaction, BioLife intends to keep the Stirling Ultracold brand and to maintain its existing staff and facilities in Athens, Ohio.
Conference Call & Webcast
BioLife and Stirling management will host a conference call to discuss this announcement and answer questions at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) today.
To access the webcast, log onto the Investor Relations page of the BioLife Solutions website at http://www.biolifesolutions.com/earnings. Alternatively, you may access the live conference call by dialing 1 (844) 825-0512 or international callers 1 (315) 625-6880 with the following Conference ID: 7158827. 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 Stirling Ultracold
Stirling Ultracold, a division of Global Cooling, Inc., manufactures and sells environmentally sustainable ultra-low temperature (ULT) freezers for the global market from its headquarters in Athens, Ohio. Powered by the free-piston Stirling engine, and the first in the U.S. to use 100 percent natural refrigerants, these upright and undercounter ULT freezers use less than one-third the electric power of standard compressor-based ULT freezers, as validated by the industry’s first ENERGY STAR® partnership for ULT freezers. The company also produces the industry’s only portable ULT solution available for remote clinical trials and biologic drug delivery. For more information, please call (740) 274-7900, or visit the company’s website, www.StirlingUltracold.com.
About BioLife Solutions
BioLife Solutions is a leading supplier of class-defining cell and gene therapy bioproduction tools and services. 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, Custom Biogenic Systems high capacity storage freezers and SciSafe biologic storage services. 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 presentation 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 and 2020 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 the closing of its acquisition of Global Cooling, the expected synergies between the company and Global Cooling, the company’s ability to realize all or any of the anticipated benefits associated with the acquisition of Global Cooling, the company's ability to implement its business strategy and anticipated business and operations, including following the acquisition of Global Cooling, the potential utility of and market for the company's and Global Cooling's products and services, guidance for financial results for 2021 and 2022, including regarding Global Cooling's revenue, and potential revenue growth and market expansion, including with consideration to our acquisition of Global Cooling, its 2019 and 2020 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 the satisfaction or waiver of all closing conditions to the acquisition of Global Cooling, the risk that the acquisition may not be completed on the terms or in the time frame expected by the company, unexpected costs, charges or expenses resulting from the acquisition of Global Cooling unexpected costs, charges or expenses resulting (or from the company’s 2019 and 2020 acquisitions), market adoption of the company’s products (including the company’s recently acquired products and the products of Global Cooling, if acquired); the ability of the Global Cooling acquisition (or the company’s 2019 and 2020 acquisitions) to be accretive on the company’s financial results; the ability of the company to continue 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.
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 projected non-GAAP measures of financial performance are included in this release: adjusted EBITDA margin which is adjusted EBITDA (defined by GAAP net income/(loss) adjusting for interest expense/(income), income taxes, depreciation, intangible asset amortization, share-based compensation, acquisition costs, inventory step-up charges, loss on disposal of assets, change in fair value of contingent consideration, change in fair value of investments and change in fair value of warrant liability) divided by GAAP revenue; and adjusted Net Income per share which is defined by GAAP Net income/loss per share – diluted adjusted for on a per share basis: inventory step-up charges, acquisition costs, intangible asset amortization, change in fair value of contingent consideration, change in fair value of investments, change in fair value of warrants liability and income tax benefit. 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 Officer & Chief Operating Officer |
||
(425) 686-6002 |
||
rdegreef@biolifesolutions.com |
# # #
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Document And Entity Information |
Mar. 22, 2021 |
---|---|
Document Information [Line Items] | |
Entity, Registrant Name | BIOLIFE SOLUTIONS, INC. |
Document, Type | 8-K |
Document, Period End Date | Mar. 22, 2021 |
Entity, Incorporation, State or Country Code | DE |
Entity, File Number | 001-36362 |
Entity, Tax Identification Number | 94-3076866 |
Entity, Address, Address Line One | 3303 Monte Villa Parkway |
Entity, Address, City or Town | Bothell |
Entity, Address, State or Province | WA |
Entity, Address, Postal Zip Code | 98021 |
City Area Code | 425 |
Local Phone Number | 402-1400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity, Emerging Growth Company | false |
Title of 12(b) Security | BioLife Solutions, Inc. Common Shares |
Trading Symbol | BLFS |
Security Exchange Name | NASDAQ |
Amendment Flag | false |
Entity, Central Index Key | 0000834365 |
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