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BIOLIFE SOLUTIONS INC

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 12, 2024

BLFS$38.61+3.5%Stored close · as of Oct 5, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-09.

0001628280-24-036470

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001628280-24-047178

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 74 previous paragraphs and 76 current paragraphs.

48 unchanged; 22 reworded; 6 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

On November 12, 2024, the Company the Company entered into a Stock Purchase Agreement, by and among the Company, Subzero Purchaser Corp., a Delaware corporation, SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company, and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company, for the sale by Seller of all of the issued and outstanding shares of common stock of SciSafe to Buyer. The divestiture of SciSafe was considered a subsequent event to the financial results presented as of September 30, 2024. SciSafe is therefore presented as a part of our continuing operations as of the three and nine months ended September 30, 2024. For additional information on the divestiture of SciSafe, see Note 19: Subsequent events, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Current report

Product revenue from our freezer and thaw products increased by $0.5 million, or 13%, during the three months ended September 30, 2024 and decreased by $0.8 million, or 7%, in the nine months ended September 30, 2024, compared with the same period in 2023. The increase in the three months ended period was primarily driven by an increase in customer demand for our ThawSTAR product line compared to the prior year. The decrease in the nine months ended can be attributed to lower overall sales of our freezer products in the first half of 2024 compared to the prior year.

Current report

Cost of revenue increased $2.7 million, or 23%, for the three months ended September 30, 2024 and decreased $4.7 million, or 10%, for the nine months ended September 30, 2024, compared to the same periods in 2023. The increase during the three months ended September 30, 2024 is due primarily to increases in sales across multiple product lines compared to the same period in the prior year. The decrease in cost of revenue during the nine months ended September 30, 2024 can be attributed to decreases in personnel expenses, a more favorable product mix, and increased operational efficiencies.

Current report

G&A expenses for the three months ended September 30, 2024 increased $0.5 million, or 5%, and decreased $3.6 million, or 10%, during the nine months ended September 30, 2024. The increase for the three months ended September 30, 2024 consists primarily of an increase in lease expenses and legal fees compared to the same period in the prior year. The decrease in G&A expenses during the nine months ended September 30, 2024 is primarily due to decreases in consultation service fees, a decrease in severance expenses, and a decrease in headcount resulting in decreased salary and stock-based compensation.

Current report

On November 12, 2024, the Company consummated the SciSafe Divestiture. In connection with the closing of the Transaction, the Company was required to repay approximately $0.9 million of outstanding indebtedness of SciSafe, estimates to incur approximately $1.8 million in fees to be paid for legal and other transaction services, and estimates to incur approximately $0.4 million in severance costs. The Company also paid the former stockholders of SciSafe approximately $3.3 million in cash to waive all rights with respect to certain potential earn-out payments and expects to recognize approximately $4.0 million in stock compensation expense in connection with the acceleration of unvested shares for all former employees of the Company that remained with SciSafe upon the closing of the Transaction. For additional information on the divestiture of SciSafe, see Note 19: Subsequent events, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Removed paragraphs (4)

Previous report

Product revenue from our freezer and thaw products decreased by $0.4 million and $1.3 million, or 10% and 16%, in the three and six months ended June 30, 2024, respectively, compared with the same period in 2023. The decrease in the three months primarily relates to a returns of one of our thawing device products. The decrease in the six months ended can be attributed to an increase in returns of automated thawing devices in addition to ongoing quality improvement requirements on automated bag thawing devices compared with the same period in 2023.

Previous report

Cost of revenue decreased $4.8 million and $7.4 million for the three and six months ended June 30, 2024, or 26% and 22%, respectively, compared to the same periods in 2023, due primarily to decreases in sales across multiple product lines compared to the prior year.

Previous report

G&A expenses for the three and six months ended June 30, 2024 decreased $2.6 million and $4.2 million, or 20% and 16%, respectively compared with the same periods in 2023. The decrease for the three and six months ended June 30, 2024 consists primarily of a decrease in professional fees, such as accounting and consulting fees, as well as a decrease in headcount resulting in lower personnel-related expenses, and stock-based compensation.
Reworded paragraphs (22)

Previous wording

We are a life sciences company that develops, manufactures and supplies bioproduction tools and services which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and transportation in the cell and gene therapy industry and the broader biopharma market. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution.

Current wording

We are a life sciences company that develops, manufactures and supplies bioproduction tools and services which are designed to improve quality and de-risk biologic manufacturing, storage, distribution, and transportation in the cell and gene therapy industry. Our products are used in basic and applied research and commercial manufacturing of biologic-based therapies. Customers use our products to maintain the health and function of biologic material during sourcing, manufacturing, storage, and distribution.

Previous wording

Our bioproduction tools and services are composed of three revenue lines that contain seven main offerings:

Current wording

Our bioproduction tools and services are composed of two revenue lines that contain seven main offerings:

Previous wording

Total revenue for three and six months ended June 30, 2024 and 2023 consisted of the following:

Current wording

Total revenue for three and nine months ended September 30, 2024 and 2023 consisted of the following:

Previous wording

Product revenue was $21.3 million for the three months ended June 30, 2024, representing a decrease of $1.5 million, or 6%, compared with the same period in 2023 and was $41.2 million for the six months ended June 30, 2024, representing a decrease of $5.1 million, or 11%, compared with the same period in 2023. The decrease in cell processing product revenues for the three and six months ended June 30, 2024 is largely driven by our customers destocking inventory levels and a decrease in broader biotech funding compared to the same period in 2023.

Current wording

Product revenue was $23.5 million for the three months ended September 30, 2024, representing an increase of $6.3 million, or 37%, compared with the same period in 2023 and was $64.6 million for the nine months ended September 30, 2024, representing an increase of $1.2 million, or 2%, compared with the same period in 2023. The increase in product revenues for the three and nine months ended September 30, 2024 is largely driven by an increase in customer demand for our cell processing products compared to the prior year. During the third and fourth quarters of 2023, we experienced a decrease in our revenues from our customers destocking inventory levels in addition to decreases in broader biotech funding that we did not experience during the current period.

Previous wording

Product revenue from our cell processing products decreased by $0.7 million and $3.5 million, or by 4% and 9%, during the three and six months ended June 30, 2024, respectively, compared with the same period in 2023. The decrease in revenue from cell processing products is driven by customers reducing safety stock levels and a decrease in biotech funding that began in the later part of 2023.

Current wording

Product revenue from our cell processing products increased by $5.7 million and $2.2 million, or by 43% and 4%, during the three and nine months ended September 30, 2024, respectively, compared with the same period in 2023. The increase in revenue from cell processing products is driven by an overall market improvement compared to the prior year when our customers reduced safety stock levels in addition to the broader biotech industry experiencing decreases in funding.

Previous wording

Product revenue from our biostorage services decreased by $0.4 million and $0.3 million, or 72% and 42%, in the three and six months ended June 30, 2024, respectively, compared with the same period in 2023. The decrease in the three and six month periods relates to lower volumes of consumables sold from our evo product line.

Current wording

Product revenue from our biostorage services increased by $0.2 million, or 49%, and decreased $0.1 million, or or 12%, in the three and nine months ended September 30, 2024, respectively, compared with the same period in 2023. The increase in the three months ended September 30, 2024 is primarily due to new customer acquisitions and increased demand from existing customers. The decrease in the nine month period relates to lower volumes of consumable products sold from our evo product line.

Previous wording

Service revenue was $4.4 million and $9.5 million for the three and six months ended June 30, 2024, respectively, representing an increase of $0.3 million and $1.3 million, or 6% and 16%, compared with the same period in 2023. The increase in the three and six month periods relates primarily to the expansion of service revenue generated by SciSafe storage services.

Current wording

Service revenue was $4.7 million and $14.2 million for the three and nine months ended September 30, 2024, respectively, representing an increase of $0.3 million and $1.6 million, or 6% and 13%, compared with the same period in 2023. The increase in the three and nine month periods relates primarily to the expansion of service revenue generated by SciSafe storage services.

Previous wording

Rental revenue was $2.6 million and $4.4 million for the three and six months ended June 30, 2024, representing an increase of $0.3 million, or 14%, and $0.5 million, and 13%, compared with the same periods in 2023. The increase is associated with an expansion of new customers.

Current wording

Rental revenue was $2.5 million and $6.9 million for the three and nine months ended September 30, 2024, respectively, representing an increase of $0.4 million, or 19%, and $0.9 million, or 15%, compared with the same periods in 2023. The increase is associated with an increased demand from existing customers.

Previous wording

Total costs and operating expenses for three and six months ended June 30, 2024 and 2023 were composed of the following:

Current wording

Total costs and operating expenses for three and nine months ended September 30, 2024 and 2023 were composed of the following:

Previous wording

Cost of revenue inclusive of intangible amortization related to acquired technology was 49% as a percentage of revenue for both the three and six months ended June 30, 2024, compared to 65% and 69% as a percentage of revenue for the three and six months ended June 30, 2023, respectively. The decrease in cost of revenue inclusive of intangible amortization related to acquired technology for the three and six months ended June 30, 2024 is a result of increased utilization at our biorepository facilities, operational efficiencies, and a more favorable product mix in our media product line, in addition to decreases in personnel expenses, including stock-based compensation expenses.

Current wording

Cost of revenue inclusive of intangible amortization related to acquired technology was 49% as a percentage of revenue for both the three and nine months ended September 30, 2024, compared to 52% and 58% as a percentage of revenue for the three and nine months ended September 30, 2023, respectively. The decrease in cost of revenue inclusive of intangible amortization related to acquired technology as a percentage of sales for the three and nine months ended September 30, 2024 is a result of increased utilization at our biorepository facilities, operational efficiencies, and a more favorable product mix in our biopreservation media product line, in addition to decreases in personnel expenses, including stock-based compensation expenses.

Previous wording

S&M expense for the three and six months ended June 30, 2024 decreased $0.3 million and $1.0 million, or 9% and 13%, compared with the same periods in 2023. The decrease is primarily due to a decrease in headcount compared to the prior year, driving decreases in personnel expenses from stock-based compensation.

Current wording

S&M expense for the three and nine months ended September 30, 2024 decreased $1.3 million and $2.3 million, or 27% and 18%, respectively, compared with the same periods in 2023. The decrease is primarily due to a decrease in headcount compared to the prior year.

Previous wording

R&D expense for the three and six months ended June 30, 2024 decreased $1.4 million and $2.3 million, or 37% and 32%, respectively compared with the same periods in 2023. The decrease is primarily due to a decrease in headcount compared to the prior year, driving decreases in personnel expenses from stock-based compensation, and lower research milestone payments in relation to our equity investment in PanTHERA.

Current wording

R&D expense for the three and nine months ended September 30, 2024 decreased $1.7 million and $3.9 million, or 45% and 37%, respectively, compared with the same periods in 2023. The decrease is primarily due to a decrease in headcount compared to the prior year, and lower research milestone payments in relation to our investment in PanTHERA.

Previous wording

Intangible asset amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions of Astero, SAVSU, CBS, SciSafe, and Sexton in which we acquired definite-lived intangible assets. Decreases in our intangible asset amortization expenses for the three and six months ended June 30, 2024 can be attributed to the write-off of intangible assets related to CBS during the third quarter of 2023.

Current wording

Intangible asset amortization expense consists of charges related to the amortization of intangible assets associated with the acquisitions of Astero, SAVSU, CBS, SciSafe, and Sexton in which we acquired definite-lived intangible assets. Decreases in our intangible asset amortization expenses for the three and nine months ended September 30, 2024 can be attributed to the write-off of intangible assets related to CBS during the third quarter of 2023.

Previous wording

Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to our SciSafe acquisition. The benefit recognized in the three and six months ended June 30, 2023 relates primarily to changes in our estimated probability of achieving earnout targets set forth within the purchase agreements.

Current wording

Change in fair value of contingent consideration consists of changes in estimated fair value of our potential earnouts related to our SciSafe acquisition. The benefit recognized in the three and nine months ended September 30, 2023 relates primarily to changes in our estimated probability of achieving earnout targets set forth within the purchase agreements.

Previous wording

Total other income and expenses for the three and six months ended June 30, 2024 and 2023 were composed of the following:

Current wording

Total other income and expenses for the three and nine months ended September 30, 2024 and 2023 were composed of the following:

Previous wording

Change in fair value of equity investments. Reflects the change in fair value of our equity investments. During the three months ended June 30, 2024, the Company determined that the fair value of its equity interest in iVexSol was less than its carrying amount, and no longer recoverable. The equity investment was fully impaired as a result of the analysis. For further details, see Note 5: Investments in Part I, Item 1 of this Form 10-Q.

Current wording

Change in fair value of equity investments. Reflects the change in fair value of our equity investments. During the second quarter of 2024, the Company determined that the fair value of its equity interest in iVexSol was less than its carrying amount, and no longer recoverable. The equity investment was fully impaired as a result of the analysis. For further details, see Note 5: Investments in Part I, Item 1 of this Form 10-Q.

Previous wording

Interest expense, net incurred during the three and six months ended June 30, 2024 related primarily to the Term Loan (as defined in Note 13: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) obtained in September 2022, financed insurance premiums, and indirect tax liabilities. We also earn interest on cash held in our money market account. Increases in interest expense, net during the three and six months ended June 30, 2024 can be attributed to the increases in interest expenses related to the Term Loan compared to the same period in 2023.

Current wording

Interest expense, net incurred during the three and nine months ended September 30, 2024 related primarily to the Term Loan (as defined in Note 13: Long-term debt, to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q) obtained in September 2022, financed insurance premiums, and indirect tax liabilities. We also earn interest on cash held in our money market account. Decreases in interest expense, net during the three and nine months ended September 30, 2024 can be attributed to the increases in interest income from our available-for-sale securities compared to the same period in 2023.

Previous wording

On June 30, 2024 and December 31, 2023, we had $36.9 million and $50.2 million in cash, cash equivalents, and available-for-sale securities, respectively in our continuing operations.

Current wording

On September 30, 2024 and December 31, 2023, we had $39.3 million and $50.2 million in cash, cash equivalents, and available-for-sale securities, respectively, in our continuing operations.

Previous wording

Net cash provided by operating activities was $2.0 million during the six months ended June 30, 2024 compared to $10.4 million used in operating activities during the six months ended June 30, 2023. The increase in cash provided by operating activities was primarily due to a decrease in operating losses compared to the prior year in addition to the timing of collection and disbursement of working capital related items in inventories, prepaid expenses, accounts payable, and accrued expenses.

Current wording

Net cash provided by operating activities was $6.8 million during the nine months ended September 30, 2024 compared to $14.8 million used in operating activities during the nine months ended September 30, 2023. The increase in cash provided by operating activities was primarily due to a decrease in operating losses compared to the prior year in addition to the timing of collection and disbursement of working capital related items in accounts receivable, inventories, prepaid expenses, and accrued expenses.

Previous wording

Net cash used by investing activities totaled $13.7 million during the six months ended June 30, 2024 compared to $12.2 million provided by investing activities for the six months ended June 30, 2023. The increase in cash used by investing activities was primarily driven by the $13.0 million in payments made on the divestiture of Global Cooling in addition to a decrease of $16.3 million in purchases, proceeds, and maturities of our investments in available-for-sale marketable securities compared to the prior year. This was offset by a decrease of $3.5 million in capital expenditures compared to the prior year.

Current wording

Net cash used by investing activities totaled $15.3 million during the nine months ended September 30, 2024 compared to $13.9 million provided by investing activities for the nine months ended September 30, 2023. The increase in cash used by investing activities was primarily driven by the $13.0 million in payments made on the divestiture of Global Cooling in addition to a decrease of $20.5 million in purchases, proceeds, and maturities of our investments in available-for-sale marketable securities compared to the prior year. This was offset by a decrease of $4.4 million in capital expenditures compared to the prior year.

Previous wording

Net cash used by financing activities totaled $1.7 million during the six months ended June 30, 2024, compared to $0.1 million provided by financing activities during the six months ended June 30, 2023. The increase in cash used by financing activities was primarily the result of increases in payments on the Company's equipment loans and financed insurance premiums compared to the prior year.

Current wording

Net cash used by financing activities totaled $2.7 million during the nine months ended September 30, 2024, compared to $0.8 million provided by financing activities during the nine months ended September 30, 2023. The increase in cash used by financing activities was primarily the result of increases in payments on the Company's Term Loan compared to the prior year.

Previous wording

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of June 30, 2024, our total short-term obligations were $5.8 million.

Current wording

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of September 30, 2024, our total short-term obligations were $4.2 million.