Biolife Solutions Inc 8-K/A, filed Jul 7, 2021

Biolife Solutions Inc (BLFS)

8-K/A 2021-07-07 For: 2021-05-03

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Added on April 09, 2026

About this 8-K/A

Biolife Solutions Inc filed this 8-K/A on July 7, 2021, reporting on events of May 3, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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

Title of each class	Trading symbol	Name of exchange on which registered
Common Stock, $0.001 par value	BLFS	The Nasdaq Capital Market LLC

Exhibit No.	Description
23.1	Consent of Clark, Schaefer, Hackett & Co.

99.1	The audited financial statements of Global Cooling as of and for the fiscal years ended December 31, 2020 and 2019.

99.2	The unaudited financial statements of Global Cooling as of and for the three months ended March 31, 2021.

99.3	The unaudited pro forma combined statement of operations of the Company relating to the acquisition of one hundred percent (100%) of the issued and outstanding capital shares and other equity interests of Global Cooling for the fiscal year ended December 31, 2020 and the statement of operations and balance sheet as of and for the year ended December 31, 2020.

104	Cover Page Interactive Data File (formatted as Inline XBRL).

	BioLife Solutions, Inc.

Date: July 7, 2021	By:	/s/ Roderick de Greef
		Name: Roderick de Greef Title: Chief Financial and Chief Operating Officer

Independent Auditors’ Report	1

Consolidated Financial Statements:

Consolidated Balance Sheets	3 - 4

Consolidated Statements of Operations	5

Consolidated Statements of Stockholders’ Equity	6

Consolidated Statements of Cash Flows	7

Notes to the Consolidated Financial Statements	8 - 21


	2020		2019
Assets

Current assets:
Cash and cash equivalents	$	237,705		3,197,164
Accounts receivable, trade, net		6,027,323		2,984,471
Receivables, other		65,424		-
Inventory, net		8,529,294		6,435,753
Prepaid expenses		212,667		198,329

Total current assets		15,072,413		12,815,717

Property and equipment:
Machinery		2,771,582		2,526,190
Furniture and equipment		555,276		631,360
Computers and equipment		683,591		776,164
Leasehold improvements		665,652		641,295
Construction in progress		394,290		149,389
		5,070,391		4,724,398
Less accumulated depreciation		1,504,688		2,081,259

Total property and equipment		3,565,703		2,643,139

Other assets:
Deposits		3,700		3,700
Other assets		3,496		4,260
Notes receivable - related party		374,000		374,000

Total other assets		381,196		381,960

Total assets	$	19,019,312		15,840,816

Liabilities and Stockholders' Equity
	2020			2019
Current liabilities:
Line of credit	$	757,562			1,198,700
Accounts payable - trade		7,393,945			5,831,777
Customer advances		2,479,658			222,530
Accrued compensation		924,104			523,685
Other accrued expenses		3,560,091			688,446
Long-term debt, current portion		758,750			-
Deferred rent, current portion		-			11,745
Capital lease obligations, current portion		28,826			23,460

Total current liabilities		15,902,936			8,500,343

Long-term liabilities:
Deferred rent, less current portion		116,415			93,964
Capital lease obligations, less current portion		95,467			77,470
Convertible promissory notes payable		1,500,000			-
Long-term debt, less current portion		3,545,236			4,410,145

Total long-term liabilities		5,257,118			4,581,579

Stockholders' equity:
Preferred stock - Series A, 100,000 shares authorized and 83,030 and 82,406 outstanding, par value $40, with liquidation preferences of $4,947,008 and $4,689,564 at December 31, 2020 and 2019, respectively.		3,321,200			3,296,240
Preferred stock - Series B, 60,0000 shares authorized and 59,999 outstanding, par value $.01, with liquidation preferences of $8,345,693 and $512,455 at December 31, 2020 and 2019, respectively.		600			600
Common stock - 600,000 shares authorized and 296,719 and 295,969 outstanding at December 31, 2020 and 2019, respectively, par $.01		2,967			2,960
Additional paid-in-capital		22,165,623			21,408,435
Accumulated other comprehensive income, net of tax		(114,441	)		(122,833	)
Retained deficits		(27,789,316	)		(22,099,133	)
		(2,413,367	)		2,486,269
Non-controlling interest		272,625			272,625

Total stockholders' equity		(2,140,742	)		2,758,894

Total liabilities and stockholders' equity	$	19,019,312			15,840,816

	2020			2019

Sales, net of discounts and allowances	$	39,282,868			35,209,161

Cost of sales		27,050,393			26,617,522

Gross profit		12,232,475			8,591,639

Litigation settlement		4,000,000			-
General and administrative expenses		14,705,958			13,263,623

		18,705,958			13,263,623

Loss from operations		(6,473,483	)		(4,671,984	)

Other income (expense):
Debt forgiveness		2,084,989			-
Ohio Bureau of Workers Compensation Dividends		40,360			-
Other income		15,120			-
Other expense		(13,976	)		-
Interest income		-			20,758
Interest expense		(598,254	)		(390,284	)

		1,528,239			(369,526	)

Loss before income taxes		(4,945,244	)		(5,041,510	)

Expense for income taxes		-			(1,238,592	)

Net loss		(4,945,244	)		(6,280,102	)

Other comprehensive loss -
Gain (loss) on foreign currency translation		8,392			(4,648	)

Total comprehensive loss	$	(4,936,852	)		(6,284,750	)

								Accumulated
					Additional			Other						Non-
	Preferred		Common		Paid-In			Comprehensive			Retained			Controlling
	Stock		Stock		Capital			Loss			Deficits			Interest		Total

Balance as of January 1, 2019	$	3,234,207		2,781		17,997,465			(118,185	)		(15,074,803	)		265,504		6,306,969

Stock-based compensation on options		-		-		88,175			-			-			-		88,175

Issuance of preferred stock		153		-		1,867,545			-			-			-		1,867,698

Stock options and warrant exercises		62,480		179		718,143			-			-			-		780,802

Accrued dividends on preferred stock		-		-		737,107			-			(744,228	)		7,121		-

Loss on foreign currency translation		-		-		-			(4,648	)		-			-		(4,648	)

Net loss		-		-		-			-			(6,280,102	)		-		(6,280,102	)

Balance as of December 31, 2019		3,296,840		2,960		21,408,435			(122,833	)		(22,099,133	)		272,625		2,758,894

Stock-based compensation on options		-		-		(26,819	)		-			-			-		(26,819	)

Stock options and warrant exercises		24,960		7		39,068			-			-			-		64,035

Accrued dividends on preferred stock		-		-		744,939			-			(744,939	)		-		-

Gain on foreign currency translation		-		-		-			8,392			-			-		8,392

Net loss		-		-		-			-			(4,945,244	)		-		(4,945,244	)

Balance as of December 31, 2020	$	3,321,800		2,967		22,165,623			(114,441	)		(27,789,316	)		272,625		(2,140,742	)

	2020			2019
Cash flows from operating activities:
Net loss	$	(4,945,244	)		(6,280,102	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		492,543			490,340
Debt forgiveness		(2,084,989	)
Change in deferred tax assets		-			1,238,592
Bad debt expense		10,639			7,862
Provision for obsolete inventory		-			22,639
Deferred rent		10,706			5,905
Stock-based compensation on options		(26,819	)		88,175
Amortization of debt cost		24,151			17,022
Effects of changes in operating assets and liabilities:
Accounts receivable		(3,053,491	)		1,745,499
Other receivable		(65,424	)		-
Inventory, net		(2,093,541	)		(2,576,418	)
Prepaid expenses		(14,338	)		(707	)
Accounts payable - trade		1,562,168			1,683,731
Other assets		764			(4,260	)
Customer advances		2,257,128			6,309
Other accrued expenses		2,871,645			(318,846	)
Accrued compensation		400,419			(114,905	)

Net cash flows from operating activities		(4,653,683	)		(3,989,164	)

Net cash flows from investing activities:
Purchase of property and equipment		(1,368,103	)		(1,211,462	)

Cash flows from financing activities:
Payments on capital lease obligations		(23,641	)		(14,587	)
Borrowings (payments) on line of credit		(571,448	)		(251,300	)
Proceeds from notes payable		-			1,750,000
Proceeds from payroll protection program loan and JobsOhio Loan		2,084,989			-
Proceeds from convertible notes payable		1,500,000			-
Payments of debt issuance cost		-			(32,794	)
Issuance of preferred stock		-			1,867,698
Stock options and warrant exercises		64,035			780,802

Net cash flows from financing activities		3,053,935			4,099,819

Foreign currency translation adjustment		8,392			(4,648	)

Decrease in cash		(2,959,459	)		(1,105,455	)

Cash and cash equivalents, beginning of year		3,197,164			4,302,619

Cash and cash equivalents, end of year	$	237,705			3,197,164

	2020		2019

Raw material	$	6,318,162		3,899,417
Work in process		1,475,730		1,371,539
Finished goods		735,402		1,164,797

	$	8,529,294		6,435,753

	2020			2019
Deferred federal tax expense	$	1,051,666			1,003,368
Change in valuation allowance		(1,051,666	)		(2,241,960	)

Total income tax expense	$	-			(1,238,592	)

	2020			2019
Deferred tax assets:
Deferred tax assets	$	5,176,521			4,124,855
Deferred tax liabilities		(3,464	)		(3,464	)
Valuation allowance		(5,173,057	)		(4,121,391	)

Net deferred tax assets	$	-			-

	2020			2019
Note payable to Enhanced Capital Ohio Rural Fund, LLC, interest only payable monthly, beginning November 2019 through February 2021, at an interest rate of 11.5%. Beginning March 1, 2021 payable in quarterly principal payments of $43,750 plus accrued interest through November 2021. Beginning December 1, 2021 payable in quarterly payments of $87,500 plus accrued interest, with a final balloon payment due September 7, 2023. The note was secured by substantially all assets of the Company.	$	1,750,000			1,750,000

Note payable to Advantage, interest only payable monthly, beginning December 2018 through December 30, 2020, at an interest rate of LIBOR (1.76% as of December 31, 2019) + 6.50%. Beginning March 1, 2021 payable in quarterly principal payments of $135,000 plus accrued interest, with a final balloon payment due September 7, 2023. The note was secured by substantially all assets of the Company.*		2,750,000			2,750,000

		4,500,000			4,500,000

Unamortized debt discount and debt issuance costs		(196,014	)		(89,855	)

		4,303,986			4,410,145

Less current portion		758,750			-

	$	3,545,236			4,410,145

Year Ending December 31:
2021	$	218,750
2022		350,000
2023		1,481,250
2024		1,400,000
2025		-
Thereafter		1,112,697

	$	4,562,697

	2020			2019

Warranty accrual, beginning of year	$	437,410			484,805
Additions to warranty accrual		2,465,334			1,219,422
Actual warranty expenditures		(2,327,265	)		(1,266,817	)

Warranty accrual, end of year	$	575,479			437,410

				Weighted
				Average
	Options			Exercise Price
Outstanding at January 1, 2019		51,940		$	89.76
Granted		20,500		$	40.00
Exercised		(1,750	)	$	57.00
Forfeited		(13,169	)	$	79.36
Outstanding at December 31, 2019		57,521

Granted		37,100		$	38.65
Exercised		(750	)	$	52.10
Forfeited		(14,421	)	$	71.27
Outstanding at December 31, 2020		79,450		$	62.08

Options exercisable at December 31, 2020		31,780		$	74.69

	2020		2019

Exercise of stock options and other awards under equity plan		79,450		57,521
Exercise of warrants issued		459		459

Total shares reserved and authorized, but not issued		79,909		57,980

Total shares issued		296,719		295,969

Total shares committed		376,628		353,949

Year Ending December 31:

2022	$	318,174
2023		311,859
2024		323,859
2025		326,633
Thereafter		1,092,303

	$	2,372,828

	2020			2019

Machinery and equipment	$	150,458			118,045
Less accumulated depreciation		(39,846	)		(20,730	)

	$	110,612			97,315

Year Ending December 31:
2021	$	36,122
2022		36,122
2023		36,122
2024		22,995
2025		10,087

Total minimum payments	$	141,448
Less amounts representing imputed interest (5.25% - 6.7%)		17,155

Present value of minimum lease payments		124,293

Less current portion		28,826

	$	95,467

Consolidated Financial Statements (Unaudited):

Balance Sheets as of March 31, 2021 and December 31, 2020 (Unaudited)	1-2

Statements of Operations for the three months ended March 31, 2021 and 2020 (Unaudited)	3

Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 and 2020 (Unaudited)	4

Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)	5

Notes to the Consolidated Financial Statements (Unaudited)	6-17

	March 31,		December 31,
	2021		2020
Assets

Current assets:
Cash and cash equivalents	$	45,719		237,705
Accounts receivable, trade, net		7,540,313		6,027,323
Receivables, other		55,424		65,424
Notes receivable - related party		374,000		-
Inventory, net		13,147,430		8,529,294
Prepaid expenses		172,306		212,667

Total current assets		21,335,192		15,072,413

Property and equipment:
Machinery		2,813,437		2,771,582
Furniture and equipment		555,276		555,276
Computers and equipment		687,049		683,591
Leasehold improvements		665,652		665,652
Construction in progress		518,714		394,290
		5,240,128		5,070,391
Less accumulated depreciation		1,648,733		1,504,688

Total property and equipment		3,591,395		3,565,703

Other assets:
Deposits		3,700		3,700
Other assets		3,084		3,496
Notes receiavble - related party		-		374,000

Total other assets		6,784		381,196

Total assets	$	24,933,371		19,019,312

Twelve Months Ending March 31:
2022	$	262,500
2023		1,850,000
2024		1,437,500
2025		1,400,000
2026		-
Thereafter		1,112,697

	$	6,062,697

Exercise of stock options and other awards under equity plan			79,075
Exercise of warrants issued			459

Total shares reserved and authorized, but not issued			79,534

Total shares issued			297,094

Total shares committed			376,628

Twelve Months Ending March 31:

2022	$	312,854
2023		320,859
2024		332,859
2025		331,469
2026		340,202
Thereafter		427,050

	$	2,065,293

(In thousands)	Historical BioLife			Historical Global Cooling			Global Cooling Pro Forma Transaction Accounting Adjustments				Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	89,012		$	46		$	-			$	89,058
Restricted cash		53			-			-				53
Accounts receivable, trade, net		10,669			7,595			(615	)	5(a)		17,649
Inventories		11,666			13,148			1,000		5(b)		25,814
Prepaid expenses and other current assets		5,143			546			(2,598	)	5(c), 5(d)		3,091
Total current assets		116,543			21,335			(2,213	)			135,665

Assets held for rent, net		6,503			-			-				6,503
Property and equipment, net		11,231			3,591			(571	)	5(e)		14,251
Operating lease right-of-use assets, net		10,524			-			1,789		5(f)		12,313
Financing lease right-of-use assets, net		430			-			117		5(f)		547
Long-term deposits and other assets		356			7			-				363
Investments		5,872			-			-				5,872
Intangible assets, net		30,116			-			120,590		5(g)		150,706
Goodwill		58,449			-			135,785		5(h)		194,234
Total assets	$	240,024		$	24,933		$	255,497			$	520,454

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	4,276		$	10,005		$	(615	)	5(a)	$	13,666
Accrued expenses and other current liabilities		8,146			7,210			(2,052	)	5(c), 5(f), 5(i)		13,304
Line of credit		-			3,428			-				3,428
Lease liabilities, operating, current portion		1,455			-			208		5(f)		1,663
Lease liabilities, financing, current portion		114			-			29		5(f)		143
Term loan, current portion		-			263			-				263
Contingent consideration, current portion		2,390			-			-				2,390
Total current liabilities		16,381			20,906			(2,430	)			34,857

Contingent consideration, long-term		4,271			-			-				4,271
Lease liabilities, operating, long-term		9,299			-			1,686		5(f)		10,985
Lease liabilities, financing, long-term		316			-			88		5(f)		404
Term loan, long-term		-			4,129			-				4,129
Convertible promissory notes payable		-			1,500			(1,500	)	5(j)		-
Deferred tax liability		-			-			15,028		5(k)		15,028
Other long-term liabilities		980			209			(224	)	5(f)		965
Total liabilities		31,247			26,744			12,648				70,639

Preferred stock		-			3,322			(3,322	)	5(l)		-
Common stock		34			3			3		5(l), 5(m)		40
Additional paid-in capital		307,246			22,434			210,301		5(l), 5(n)		539,981
Accumulated other comprehensive income		-			(117	)		117		5(l)		-
Accumulated deficit		(98,503	)		(27,687	)		35,984		5(i), 5(k), 5(l)		(90,206	)
Non-controlling interest		-			234			(234	)	5(l)		-
Total shareholders’ equity		208,777			(1,811	)		242,849				449,815
Total liabilities and shareholders’ equity	$	240,024		$	24,933		$	255,497			$	520,454

	Historical BioLife		Historical Global Cooling		Global Cooling Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
(In thousands, except per share and share data)
Product revenue	$	13,776	$	18,463	$	(361)	5(a)	$	31,878
Rental revenue		2,204		-		-			2,204
Service revenue		867		-		-			867
Total product and rental revenue		16,847		18,463		(361)			34,949
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		5,622		13,624		(367)	5(a), 5(e)		18,879
Cost of rental revenue (exclusive of intangible assets amortization)		1,353		-		-			1,353
Cost of service revenue (exclusive of intangible assets amortization)		575		-		-			575
Research and development		1,987		568		-			2,555
Sales and marketing		2,021		1,346		4	5(f)		3,371
General and administrative		4,830		2,404		166	5(f), 5(o)		7,400
Intangible asset amortization		933		-		1,426	5(g)		2,359
Acquisition costs		998		-		-			998
Change in fair value of contingent consideration		(491)		-		-			(491)
Total operating expenses		17,828		17,942		1,229			36,999
Operating income (loss)		(981)		521		(1,590)			(2,050)

Other income (expense)
Change in fair value of warrant liability		(121)		-		-			(121)
Interest expense, net		(16)		(270)		30	5(j)		(256)
Other income (expense)		-		(1)		-			(1)
Total other income (expense)		(137)		(271)		30			(378)

Net loss before provision for income taxes		(1,118)		250		(1,560)			(2,428)
Income tax benefit (expense)		-		-		364	5(p)		364
Net income (loss)	$	(1,118)	$	250	$	(1,196)		$	(2,064)

Net income (loss) attributable to stockholders
Basic		(1,118)		250		(1,196)			(2,064)
Diluted		(1,118)							(2,064)
Earnings (loss) per share attributable to common stockholders:
Basic	$	(0.03)						$	(0.05)
Diluted	$	(0.03)						$	(0.05)
Weighted average shares used to compute earnings (loss) per share attributable to common stockholders:
Basic and Diluted		33,236,818				6,647,697	5(q)		39,884,515

	Historical BioLife		Historical September 30, 2020 SciSafe		SciSafe Pro Forma Transaction Accounting Adjustments			Pro Forma Adjusted for SciSafe		Historical Global Cooling		Global Cooling Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
(In thousands, except per share and share data)
Product revenue	$	44,540	$	-	$	-		$	44,540	$	39,282	$	(874)	5(a)	$	82,948
Rental revenue		1,795		-		-			1,795		-		-			1,795
Service revenue		1,752		4,526		-			6,278		-		-			6,278
Total product and rental revenue		48,087		4,526		-			52,613		39,282		(874)			91,021
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		18,058		-		-			18,058		27,050		72	5(a), 5(b), 5(e)		45,180
Cost of rental revenue (exclusive of intangible assets amortization)		1,367		-		-			1,367		-		-			1,367
Cost of service revenue (exclusive of intangible assets amortization)		1,221		3,127		170	6(a), 6(b)		4,518		-		-			4,518
Research and development		6,720		-		-			6,720		2,612		(2)	5(e)		9,330
Sales and marketing		6,413		153		11	6(b)		6,577		4,105		18	5(e), 5(f)		10,700
General and administrative		14,607		867		1,214	6(b), 6(c)		16,688		7,988		648	5(e), 5(f), 5(o)		25,324
Intangible asset amortization		3,033		-		789	6(d)		3,822		-		5,703	5(g)		9,525
Acquisition costs		668		-		-			668		-		201	5(i)		869
Change in fair value of contingent consideration		1,575		-		-			1,575		-		-			1,575
Litigation settlement		-		-		-			-		4,000		-			4,000
Total operating expenses		53,662		4,147		2,184			59,993		45,755		6,639			112,387
Operating loss		(5,575)		379		(2,184)			(7,380)		(6,473)		(7,513)			(21,366)

Other income (expense)
Change in fair value of warrant liability		3,601		-		-			3,601		-		-			3,601
Change in fair value of investments		1,319		-		-			1,319		-		-			1,319
Interest income (expense), net		58		(49)		49	6(e)		58		(598)		55	5(j)		(485)
Other income (expense)		-		-		-			-		2,126		-			2,126
Total other income (expense)		4,978		(49)		49			4,978		1,528		55			6,561

Net loss before provision for income taxes		(597)		330		(2,135)			(2,402)		(4,945)		(7,458)			(14,805)
Income tax benefit (expense)		3,264		(95)		498	6(f)		3,667		-		10,238	5(k), 5(p)		13,905
Net income (loss)	$	2,667	$	235	$	(1,637)		$	1,265	$	(4,945)	$	2,780		$	(900)

Net income (loss) attributable to stockholders
Basic		2,450		235		(1,637)			1,265		(4,945)		2,780			(900)
Diluted		(954)														(900)
Earnings (loss) per share attributable to common stockholders:
Basic	$	0.09													$	(0.03)
Diluted	$	(0.03)													$	(0.13)
Weighted average shares used to compute earnings (loss) per share attributable to common stockholders:
Basic and Diluted		27,306,258				459,598	6(g)						6,647,697	5(q)		34,413,553

·	Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million.
·	Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million.

BioLife shares outstanding (as of March 19, 2021)		33,401,359
Merger consideration percentage		19.9	%
Merger consideration shares		6,646,870
less: Merger consideration shares withheld to satisfy outstanding GCI stockholder obligations to GCI		10,400
Subtotal		6,636,470
BioLife stock price (as of May 3, 2021)	$	35.07
Value of issued shares	$	232,741
plus: Settlement of BioLife prepaid deposits	$	2,224
plus: Net settlement of BioLife accounts receivable	$	16
Merger Consideration	$	234,981

Cash	$	46
Accounts receivable, net		7,280
Inventory		14,148
Prepaid expenses and other current assets		172
Property, plant and equipment, net		3,020
Operating lease right-of-use assets, net		1,789
Financing lease right-of-use assets, net		117
Long-term deposits and other assets		7
Developed technology		18,190
Customer relationships		7,020
Tradenames		26,640
Non-compete agreements		1,240
In-process research and development		67,500
Goodwill		135,785
Accounts payable		(9,674	)
Line of credit		(3,428	)
Lease liabilities, operating		(1,894	)
Lease liabilities, financing		(117	)
Long-term debt		(4,392	)
Deferred tax liability		(23,526	)
Other liabilities		(4,942	)
Fair value of net assets acquired	$	234,981

	Estimated Fair Value		Estimated Useful Life (Years)			Amortization Method	Global Cooling Pro Forma Amortization Adjustment
Developed technology	$	18,190		6		Straight-line	$	3,032
Customer relationships		7,020	11	-	12	Straight-line		585
Tradenames		26,640		15		Straight-line		1,776
Non-compete agreements		1,240		4		Straight-line		310
In-process research and development		67,500		N/A		Not applicable		N/A
Total	$	120,590					$	5,703

(In thousands)	Global Cooling Before Reclassification			Reclassifications				Global Cooling After Reclassification
Assets
Current assets
Cash and cash equivalents	$	46		$	-			$	46
Accounts receivable, trade, net		7,540			55		(a)		7,595
Receivables, other		55			(55	)	(a)		-
Inventories		13,148			-				13,148
Prepaid expenses and other current assets		-			546		(b)		546
Prepaid expenses		172			(172	)	(b)		-
Notes receivable, related party		374			(374	)	(b)		-
Total current assets		21,335			-				21,335

Assets held for rent, net
Property and equipment, net		3,591			-				3,591
Long-term deposits and other assets		-			7		(c)		7
Deposits		4			(4	)	(c)		-
Other assets		3			(3	)	(c)		-
Total assets		24,933			-				24,933

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable		10,005			-				10,005
Accrued expenses and other current liabilities		-			7,210		(d)		7,210
Customer advances		2,647			(2,647	)	(d)		-
Accrued compensation		1,232			(1,232	)	(d)		-
Other accrued expenses		3,302			(3,302	)	(d)		-
Capital lease obligations, current portion		29			(29	)	(d)		-
Line of credit		3,428			-				3,428
Term loan, current portion		263			-				263
Total current liabilities		20,906			-				20,906

Deferred rent, long-term		121			(121	)	(e)		-
Capital lease obligations, long-term		88			(88	)	(e)		-
Term loan, long-term		4,129			-				4,129
Convertible promissory notes payable		1,500			-				1,500
Other long-term liabilities		-			209		(e)		209
Total liabilities		26,744			-				26,744

Preferred stock		3,322			-				3,322
Common stock		3			-				3
Additional paid-in capital		22,434			-				22,434
Accumulated other comprehensive income		(117	)		-				(117	)
Accumulated deficit		(27,687	)		-				(27,687	)
Non-controlling interest		234			-				234
Total shareholders’ equity		(1,811	)		-				(1,811	)
Total liabilities and shareholders’ equity	$	24,933		$	-			$	24,933

(b)	Reflects the reclassification of balances in “Prepaid expenses” and “Notes receivable, related party” to “Prepaid expenses and other current assets”.
(c)	Reflects the reclassification of balances in “Deposits” and “Other assets” to “Long-term deposits and other assets”.
(d)	Reflects the reclassification of balances in “Customer advances”, “Accrued compensation”, “Other accrued expenses”, and “Capital lease obligations, current portion” to “Accrued expenses and other current liabilities”.
(e)	Reflects the reclassification of balances in “Deferred rent, long-term” and “Capital lease obligations, long-term” to “Other long-term liabilities”.

	Historical Global Cooling			Reclassifications				Global Cooling After Reclassification
(In thousands, except per share and share data)
Product revenue	$	-		$	18,463		(a)	$	18,463
Sales, net of discounts and allowances		18,463			(18,463	)	(a)		-
Total product and rental revenue		18,463			-				18,463
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		-			13,624		(b)		13,624
Cost of sales		13,624			(13,624	)	(b)		-
Research and development		-			568		(c)		568
Sales and marketing		-			1,346		(c)		1,346
General and administrative		4,318			(1,914	)	(c)		2,404

Total operating expenses		17,942			-				17,942
Operating income		521			-				521

Other income (expense)
Other expense		(1	)		1		(d)		-
Interest expense		(275	)		275		(e)		-
Interest income		5			(5	)	(e)		-
Interest income (expense), net		-			(270	)	(e)		(270	)
Other income (expense)		-			(1	)	(d)		(1	)
Total other income (expense)		(271	)		-				(271	)

Net income before provision for income taxes		250			-				250
Income tax benefit (expense)		-			-				-
Net income	$	250		$	-			$	250

(a)	Reflects the reclassification of amounts in “Sales, net of discounts and allowances” to “Product revenue”.
(b)	Reflects the reclassification of amounts in “Cost of sales” to “Cost of product revenue”.
(c)	Reflects the reclassification of amounts in “General and administrative” to “Research and development” and “Sales and marketing”.
(d)	Reflects the reclassification of amounts in “Other expense” to “Other income (expense)”.
(e)	Reflects the reclassification of amounts in “Interest expense” and “Interest income” to “Interest income (expense), net”.

(b)	Reflects the estimated step-up of GCI inventory by $1.0 million from carrying value. The fair value calculation is preliminary and subject to change. The step-up in inventory will increase cost of sales as inventory is sold. The increase is reflected in the unaudited pro forma condensed combined statements of operation, as all inventory is anticipated to be sold within one year of the acquisition date.
(c)	Reflects cash deposits of approximately $2.2 million paid by BioLife in 2020 to GCI for freezer purchases. These deposits were recorded in deferred revenue on GCI’s balance sheet as of March 31, 2021. Under ASC 805, these deposits will be treated as effectively settled as a result of the transaction and are included in the Merger Consideration.
(d)	Reflects related party notes receivable of $374,000 that was settled in the close of the transaction.
(e)	Reflects the amount by which the estimated fair market value of GCI’s fixed assets fell below their net historical cost basis by $571,000 and related adjustments to depreciation of approximately $53,000 and $6,000 for the year ended December 31, 2020 and the three months ended March 31, 2021, respectively. The fair value calculation is preliminary and subject to change and will be depreciated over the remaining useful life of the assets.
(f)	Reflects estimated operating lease assets and liabilities of approximately $1.8 million and $1.9 million, respectively, and finance lease assets and liabilities of approximately $117,000 to be recorded under ASC 842 and related differences in lease expense of $22,000 for the year ended December 31, 2020 and $11,000 for the three months ended March 31, 2021 between ASC 840 and ASC 842.
(g)	Reflects the preliminary fair value estimate of identifiable intangible assets to be acquired by BioLife of approximately $120.6 million and estimated amortization expense of $1.4 million for the three months ended March 31, 2021. The fair value calculation is preliminary and subject to change. The identifiable intangible assets include developed technology, customer relationships, trade names, non-compete agreements, and in-process research and development (“IPR&D”). The fair values of the developed technology, customer relationships, trade names, and non-compete agreements were determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. IPR&D is accounted for as an indefinite-lived intangible asset until completion or abandonment of the related project. Therefore, no pro forma adjustment has been made to the historical amortization expense for IPR&D in the unaudited pro forma combined statements of operations. The IPR&D intangible assets are subject to testing for impairment annually and upon other triggering events.
(h)	Reflects the adjustments to record goodwill related to the transaction.
(i)	Reflects $201,000 of transaction costs that are anticipated to be incurred related to the Merger that were neither accrued nor paid through March 31, 2021.
(j)	Reflects convertible promissory notes payable by GCI in the amount of $1.5 million that were converted to GCI common stock prior to the closing of the transaction and related interest expense of $55,000 and $30,000 incurred during the year ended December 31, 2020 and the three months ended March 31, 2021, respectively.
(k)	Reflects the estimated tax impacts of the Merger to net deferred tax liabilities and the related income tax expense from acquired intangibles. At March 31, 2021, BioLife had $8.5 million in deferred tax assets that were fully reduced by a valuation allowance. The Company estimates that approximately $23.5 million of deferred tax liabilities will be recognized on acquired intangible assets. The valuation allowance is anticipated to be released in full, which will result in $8.5 million of income tax benefit. These estimates are preliminary and are subject to change. Actual results may differ materially from these estimates.
(l)	Reflects the elimination of historical equity of GCI.