EX-99.1 4 gcidivestitureproformas.htm EX-99.1
3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
Unaudited Pro Forma Condensed Consolidated Financial Information
Effective as of April 17, 2024, BioLife Solutions, Inc., a Delaware corporation (the “Company” or "BioLife"), completed the sale of all of the issued and outstanding common stock of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Global Cooling”), to GCI Holdings Company, LLC, an Ohio limited liability company {"Buyer") for an aggregate purchase price of $1.00 (the "Transaction"), pursuant to the terms of the Stock Purchase Agreement, dated April 17, 2024 by and between the Company and (“Buyer”) (the "Purchase Agreement"),
The unaudited pro forma condensed consolidated financial information has been derived from the Company’s historical consolidated financial statements and gives effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2023, reflects the Company’s financial position as if the Transaction had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for each of the years ended December 31, 2023, 2022, and 2021 reflect the Company’s operating results as if the Transaction had occurred as of January 1, 2021. In addition, the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2023, reflect certain adjustments described herein that are incremental to those related to the Transaction discussed above as if they had occurred on January 1, 2023. In our future public filings, beginning in the second quarter of 2024, the historical financial results of Global Cooling will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared based upon currently available information and management estimates and is subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company’s future results of operations or financial condition. The Company's actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date.
The “Historical BioLife” column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements for each of the
periods presented and does not reflect any adjustments related to the Transaction and related transactions.

3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
The “Global Cooling Discontinued Operations” column in the unaudited pro forma condensed consolidated financial information gives effect to the Transaction and has been prepared consistent with the guidance for discontinued operations, ASC 205-20 Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”), under GAAP. Therefore, the Company did not allocate any general corporate overhead expenses to the discontinued operations. As such, the unaudited pro forma condensed consolidated financial information does not reflect what our results of operations would have been on a stand-alone basis and is not necessarily indicative of future results of operations. In addition, our current estimates for discontinued operations are preliminary and actual results could differ from these estimates as the Company finalizes the discontinued operations accounting to be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated financial information is based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the impact of the Transaction on the Company’s financial condition and results of operations.
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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Balance Sheet
(Unaudited, amounts in thousands, except share and per share amounts)

| December 31, 2023
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |  |
(In thousands, except per share and share data) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments | Note 2 |  | Pro Forma BioLife
Assets |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 35,407 |  |  | $ | (2,860) |  |  | $ | 9,860 |  | (b)(c) |  | $ | 28,407 |
Restricted cash | 31 |  |  | — |  |  | — |  |  |  | 31 |
Available-for-sale securities, current portion | 16,288 |  |  | — |  |  | — |  |  |  | 16,288 |
Accounts receivable, trade, net of allowance for credit losses of $739 as of December 31, 2023 | 18,657 |  |  | 1,728 |  |  | — |  |  |  | 16,929 |
Inventories | 43,456 |  |  | 11,248 |  |  |  |  |  | 32,208 |
Prepaid expenses and other current assets | 6,765 |  |  | 2,166 |  |  | — |  |  |  | 4,599 |
Total current assets | 120,604 |  |  | 12,282 |  |  | 9,860 |  |  |  | 98,462 |
Assets held for rent, net | 7,713 |  |  | — |  |  | — |  |  |  | 7,713 |
Property and equipment, net | 21,077 |  |  | 147 |  |  | — |  |  |  | 20,930 |
Operating lease right-of-use assets, net | 11,446 |  |  | — |  |  | — |  |  |  | 11,446 |
Financing lease right-of-use assets, net | 94 |  |  | — |  |  | — |  |  |  | 94 |
Long-term deposits and other assets | 273 |  |  | 4 |  |  | — |  |  |  | 269 |
Available-for-sale securities, long term | 548 |  |  | — |  |  | — |  |  |  | 548 |
Equity Investments | 5,069 |  |  | — |  |  | — |  |  |  | 5,069 |
Intangible assets, net | 21,149 |  |  | — |  |  | — |  |  |  | 21,149 |
Goodwill | 224,741 |  |  | — |  |  | — |  |  |  | 224,741 |
Total assets | $ | 412,714 |  |  | $ | 12,433 |  |  | $ | 9,860 |  |  |  | $ | 390,421 |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable | $ | 6,940 |  |  | $ | 1,612 |  |  | $ | 1,756 |  | (c) |  | $ | 3,572 |
Accrued expenses and other current liabilities | 11,932 |  |  | 2,620 |  |  | (8,820) |  | (c)(d)(e) |  | 18,132 |
Sales taxes payable | 5,442 |  |  | — |  |  | — |  |  |  | 5,442 |
Warranty liability | 7,858 |  |  | 7,507 |  |  | — |  |  |  | 351 |
Lease liabilities, operating, current portion | 2,797 |  |  | 263 |  |  | — |  |  |  | 2,534 |
Lease liabilities, financing, current portion | 376 |  |  | 22 |  |  | — |  |  |  | 354 |
Debt, current portion | 6,833 |  |  | — |  |  | — |  |  |  | 6,833 |
Total current liabilities | 42,178 |  |  | 12,024 |  |  | (7,064) |  |  |  | 37,218 |
Lease liabilities, operating, long-term | 13,205 |  |  | 1,016 |  |  | — |  |  |  | 12,189 |
Lease liabilities, financing, long-term | 1,169 |  |  | 11 |  |  | — |  |  |  | 1,158 |
Debt, long-term | 18,311 |  |  | — |  |  | 2,596 |  | (c) |  | 15,715 |
Deferred tax liabilities | 188 |  |  | — |  |  | — |  |  |  | 188 |
Total liabilities | 75,051 |  |  | 13,051 |  |  | (4,468) |  |  |  | 66,468 |

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com

Shareholders’ equity: |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of December 31, 2023 | — |  |  | — |  |  | — |  |  |  | — |
Common stock, $0.001 par value; 150,000,000 shares authorized, 45,167,225 shares issued and outstanding as of December 31, 2023 | 45 |  |  | — |  |  | — |  |  |  | 45 |
Additional paid-in capital | 651,305 |  |  | 184,030 |  |  | — |  |  |  | 467,275 |
Accumulated other comprehensive loss, net of taxes | (345) |  |  | 1 |  |  | — |  |  |  | (346) |
Accumulated deficit | (313,342) |  |  | (184,649) |  |  | 14,328 |  | (b)(d)(e) |  | (143,021) |
Total shareholders’ equity | 337,663 |  |  | (618) |  |  | 14,328 |  |  |  | 323,953 |
Total liabilities and shareholders’ equity | $ | 412,714 |  |  | $ | 12,433 |  |  | $ | 9,860 |  |  |  | $ | 390,421 |

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)

| Year Ended December 31, 2023
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |  |
(In thousands, except per share and share data) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments | Note 2 |  | Pro Forma BioLife
Product revenue | $ | 117,695 |  |  | $ | 35,349 |  |  | $ | — |  |  |  | $ | 82,346 |
Service revenue | 17,551 |  |  | 477 |  |  | — |  |  |  | 17,074 |
Rental revenue | 8,025 |  |  | — |  |  | — |  |  |  | 8,025 |
Total product, service, and rental revenue | 143,271 |  |  | 35,826 |  |  | — |  |  |  | 107,445 |
Costs and operating expenses: |  |  |  |  |  |  |  |
Cost of product revenue (exclusive of intangible assets amortization) | 75,751 |  |  | 36,433 |  |  | — |  |  |  | 39,318 |
Cost of service revenue (exclusive of intangible assets amortization) | 15,586 |  |  | 249 |  |  | — |  |  |  | 15,337 |
Cost of rental revenue (exclusive of intangible assets amortization) | 5,182 |  |  | — |  |  | — |  |  |  | 5,182 |
General and administrative | 55,725 |  |  | 4,706 |  |  | (2,353) |  | (c) |  | 53,372 |
Sales and marketing | 24,583 |  |  | 8,980 |  |  | — |  |  |  | 15,603 |
Research and development | 18,796 |  |  | 4,254 |  |  | — |  |  |  | 14,542 |
Asset impairment charges | 15,485 |  |  | 7,176 |  |  | — |  |  |  | 8,309 |
Intangible asset amortization | 5,181 |  |  | 131 |  |  | — |  |  |  | 5,050 |
Change in fair value of contingent consideration | (2,193) |  |  | — |  |  | — |  |  |  | (2,193) |
Reduction in force compensation expenses | — |  |  | — |  |  | (2,470) |  | (e) |  | 2,470 |
Global Cooling employee stock based compensation expenses | — |  |  | — |  |  | (4,538) |  | (e) |  | 4,538 |
Loss on sale of Global Cooling | — |  |  | (963) |  |  | (7,320) |  | (b)(d) |  | 8,283 |
Total operating expenses | 214,096 |  |  | 60,966 |  |  | (16,681) |  |  |  | 169,811 |
Operating loss | (70,825) |  |  | (25,140) |  |  | 16,681 |  |  |  | (62,366) |
Other income: |  |  |  |  |  |  |  |
Interest expense, net | (1,812) |  |  | (131) |  |  | — |  |  |  | (1,681) |
Other income | 1,264 |  |  | 41 |  |  | — |  |  |  | 1,223 |
Gain on settlement of Global Cooling escrow | 5,115 |  |  | — |  |  | — |  |  |  | 5,115 |
Total other income, net | 4,567 |  |  | (90) |  |  | — |  |  |  | 4,657 |
Loss before income tax (expense) benefit | (66,258) |  |  | (25,230) |  |  | 16,681 |  |  |  | (57,709) |
Income tax (expense) benefit | (169) |  |  | (13) |  |  | — |  |  |  | (156) |
Net loss | $ | (66,427) |  |  | $ | (25,243) |  |  | $ | 16,681 |  |  |  | $ | (57,865) |
Net loss attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (66,427) |  |  | $ | (25,243) |  |  | $ | 16,681 |  |  |  | $ | (57,865) |
Net loss per share attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (1.52) |  |  |  |  |  |  |  | $ | (1.32) |
Weighted average common shares outstanding: |  |  |  |  |  |  |  |
Basic and Diluted | 43,719,185 |  |  |  |  |  |  | 43,719,185

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)

| Year Ended December 31, 2022
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |  |
(In thousands, except per share and share data) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments | Note 2 |  | Pro Forma BioLife
Product revenue | $ | 136,000 |  |  | $ | 47,915 |  |  | $ | — |  |  |  | $ | 88,085 |
Service revenue | 15,308 |  |  | — |  |  | — |  |  |  | 15,308 |
Rental revenue | 10,451 |  |  | — |  |  | — |  |  |  | 10,451 |
Total product, service, and rental revenue | 161,759 |  |  | 47,915 |  |  | — |  |  |  | 113,844 |
Costs and operating expenses: |  |  |  |  |  |  |  |
Cost of product revenue (exclusive of intangible assets amortization) | 88,519 |  |  | 51,621 |  |  | — |  |  |  | 36,898 |
Cost of service revenue (exclusive of intangible assets amortization) | 12,360 |  |  | — |  |  | — |  |  |  | 12,360 |
Cost of rental revenue (exclusive of intangible assets amortization) | 7,058 |  |  | — |  |  | — |  |  |  | 7,058 |
General and administrative | 47,670 |  |  | 6,918 |  |  | — |  |  |  | 40,752 |
Sales and marketing | 21,570 |  |  | 8,080 |  |  | — |  |  |  | 13,490 |
Research and development | 14,798 |  |  | 4,259 |  |  | — |  |  |  | 10,539 |
Asset impairment charges | 110,364 |  |  | 110,364 |  |  | — |  |  |  | — |
Intangible asset amortization | 9,697 |  |  | 3,969 |  |  | — |  |  |  | 5,728 |
Acquisition costs | 18 |  |  | — |  |  | — |  |  |  | 18 |
Change in fair value of contingent consideration | (4,754) |  |  | — |  |  | — |  |  |  | (4,754) |
Loss on sale of Global Cooling | — |  |  | (10,006) |  |  | — |  |  |  | 10,006 |
Total operating expenses | 307,300 |  |  | 175,205 |  |  | — |  |  |  | 132,095 |
Operating loss | (145,541) |  |  | (127,290) |  |  | — |  |  |  | (18,251) |
Other income: |  |  |  |  |  |  |  |
Change in fair value of investments | 697 |  |  | — |  |  | — |  |  |  | 697 |
Interest expense, net | (687) |  |  | (257) |  |  | — |  |  |  | (430) |
Other income | 704 |  |  | 2 |  |  | — |  |  |  | 702 |
Total other income, net | 714 |  |  | (255) |  |  | — |  |  |  | 969 |
Loss before income tax benefit | (144,827) |  |  | (127,545) |  |  | — |  |  |  | (17,282) |
Income tax benefit | 5,022 |  |  | (15) |  |  | — |  |  |  | 5,037 |
Net loss | $ | (139,805) |  |  | $ | (127,560) |  |  | $ | — |  |  |  | $ | (12,245) |
Net loss attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (139,805) |  |  | $ | (127,560) |  |  | $ | — |  |  |  | $ | (12,245) |
Net loss per share attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (3.29) |  |  |  |  |  |  |  | $ | (0.29) |
Weighted average common shares outstanding: |  |  |  |  |  |  |  |
Basic and Diluted | 42,481,027 |  |  |  |  |  |  | 42,481,027

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
(Unaudited, amounts in thousands, except share and per share amounts)

| Year Ended December 31, 2021
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |  |
(In thousands, except per share and share data) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments | Note 2 |  | Pro Forma BioLife
Product revenue | $ | 101,913 |  |  | $ | 39,184 |  |  | $ | — |  |  |  | $ | 62,729 |
Service revenue | 9,817 |  |  | — |  |  | — |  |  |  | 9,817 |
Rental revenue | 7,426 |  |  | — |  |  | — |  |  |  | 7,426 |
Total product, service, and rental revenue | 119,156 |  |  | 39,184 |  |  | — |  |  |  | 79,972 |
Costs and operating expenses: |  |  |  |  |  |  |  |
Cost of product revenue (exclusive of intangible assets amortization) | 69,676 |  |  | 43,106 |  |  | — |  |  |  | 26,570 |
Cost of service revenue (exclusive of intangible assets amortization) | 5,381 |  |  | — |  |  | — |  |  |  | 5,381 |
Cost of rental revenue (exclusive of intangible assets amortization) | 7,051 |  |  | — |  |  | — |  |  |  | 7,051 |
General and administrative | 33,668 |  |  | 5,021 |  |  | — |  |  |  | 28,647 |
Sales and marketing | 14,006 |  |  | 4,410 |  |  | — |  |  |  | 9,596 |
Research and development | 11,821 |  |  | 2,896 |  |  | — |  |  |  | 8,925 |
Intangible asset amortization | 8,202 |  |  | 3,796 |  |  | — |  |  |  | 4,406 |
Acquisition costs | 1,636 |  |  | — |  |  | — |  |  |  | 1,636 |
Change in fair value of contingent consideration | 2,875 |  |  | — |  |  | — |  |  |  | 2,875 |
Loss on sale of Global Cooling | — |  |  | (103,495) |  |  | — |  |  |  | 103,495 |
Total operating expenses | 154,316 |  |  | (44,266) |  |  | — |  |  |  | 198,582 |
Operating loss | (35,160) |  |  | 83,450 |  |  | — |  |  |  | (118,610) |
Other income: |  |  |  |  |  |  |  |
Change in fair value of warrant liability | (121) |  |  | — |  |  | — |  |  |  | (121) |
Interest expense, net | (485) |  |  | (298) |  |  | — |  |  |  | (187) |
Other income | 289 |  |  | 14 |  |  | — |  |  |  | 275 |
Gain on acquisition of Sexton Biotechnologies, Inc. | 6,451 |  |  | — |  |  | — |  |  |  | 6,451 |
Total other income, net | 6,134 |  |  | (284) |  |  | — |  |  |  | 6,418 |
Loss before income tax benefit | (29,026) |  |  | 83,166 |  |  | — |  |  |  | (112,192) |
Income tax benefit | 20,118 |  |  | 4,576 |  |  | — |  |  |  | 15,542 |
Net loss | $ | (8,908) |  |  | $ | 87,742 |  |  | $ | — |  |  |  | $ | (96,650) |
Net loss attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (8,908) |  |  | $ | 87,742 |  |  | $ | — |  |  |  | $ | (96,650) |
Net loss per share attributable to common shareholders: |  |  |  |  |  |  |  |
Basic and Diluted | $ | (0.23) |  |  |  |  |  |  |  | $ | (2.51) |
Weighted average common shares outstanding: |  |  |  |  |  |  |  |
Basic and Diluted | 38,503,944 |  |  |  |  |  |  | 38,503,944

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared based on BioLife's historical consolidated financial statements and in accordance with Article 11 of SEC Regulation S-X, Pro Forma Financial Information.
Global Cooling Discontinued Operations reflect associated assets, liabilities, and stockholders’ equity and results of operations attributable to Global Cooling that were included in the Company’s historical consolidated financial statements in accordance with ASC 205-20. These amounts exclude general corporate overhead costs which were historically allocated to Global Cooling that do not meet the requirements to be presented in discontinued operations.
Note 2. Pro Forma Adjustments and Assumptions
(a) The Global Cooling Discontinued Operations column of the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations, respectively, present the pro forma adjustments to historical financial results directly attributable to the Transaction in accordance with ASC 205-20. Allocated corporate and shared service costs as they relate to the separate presentation of Global Cooling related to the Transaction are also included within the Global Cooling Discontinued Operations column.
(b) Other Separation Adjustments reflect the Company's closing condition to provide Global Cooling to Buyer with a cash balance of $7.0 million as of the closing of the Transaction. The Company provided approximately $4.9 million to Global Cooling in order to meet this closing condition.
(c) Other Separation Adjustments reflect the Company's payoff of Global Cooling's term loan with Advantage Capital Community Development Fund XXXII, L.L.C. ($2.6 million) and assumption of Global Cooling's accounts payables and accrued liabilities ($1.8 million and $0.6 million, respectively) in connection with the closing of the Transaction.
(d) Other Separation Adjustments reflect the costs incurred in connection with the Transaction, including fees to be paid to the broker, attorneys, and other external parties.
(e) Other Separation Adjustments reflect the Company's compensation expenses associated with the reduction in force (RIF) that took place in connection with the Transaction on April 17, 2024, including the acceleration of unvested shares of terminated employees ($2.2 million) and cash compensation for severance costs ($0.3 million). These compensation expenses also include the acceleration of unvested shares for all former employees of the Company that remained with Global Cooling upon the closing of the Transaction ($4.5 million).
Note 3: Pro Forma Adjusted Gross Margin and Adjusted EBITDA Reconciliations
In addition to net income (loss) determined in accordance with GAAP, we use the non-GAAP measures, "Adjusted Gross Margin" and “Adjusted EBITDA”, in assessing our operating performance as we believe it serves as an appropriate measure in evaluating the performance of
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our business. We reference Adjusted Gross Margin and Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical periods and external comparisons to competitors. In addition, incentive compensation is primarily based on Adjusted Gross Margin and Adjusted EBITDA targets and we base certain of our forward-looking estimates on Adjusted Gross Margin and Adjusted EBITDA to facilitate quantification of planned business activities and enhance subsequent follow-up with comparisons of actual to planned Adjusted Gross Margin and Adjusted EBITDA targets.
The following is a reconciliation of our pro forma revenue to our pro forma Adjusted Gross Margin and pro forma net income to our pro forma Adjusted EBITDA for each of the years ended December 31, 2023, 2022, and 2021:
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF PRO FORMA GROSS PROFIT TO PRO FORMA ADJUSTED GROSS PROFIT
(Unaudited, amounts in thousands)

| Year Ended December 31, 2023
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
GAAP total revenues | $ | 143,271 |  |  | $ | 35,826 |  |  | $ | — |  |  | $ | 107,445 |
GAAP cost of revenues | (96,519) |  |  | (36,682) |  |  | — |  |  | (59,837) |
COGS intangible asset amortization | (2,781) |  |  | — |  |  | — |  |  | (2,781) |
GAAP GROSS PROFIT | $ | 43,971 |  |  | $ | (856) |  |  | $ | — |  |  | $ | 44,827 |
GAAP GROSS MARGIN | 31 | % |  |  |  |  |  | 42 | %
ADJUSTMENTS TO GROSS PROFIT: |  |  |  |  |  |  |
Inventory reserve costs | 2,334 |  |  | 562 |  |  | — |  |  | 1,772 |
Loss on disposal of assets | 286 |  |  | — |  |  | — |  |  | 286 |
Intangible asset amortization | 2,781 |  |  | — |  |  | — |  |  | 2,781 |
ADJUSTED GROSS PROFIT | $ | 49,372 |  |  | $ | (294) |  |  | $ | — |  |  | $ | 49,666 |
ADJUSTED GROSS MARGIN | 34 | % |  |  |  |  |  | 46 | %

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com

| Year Ended December 31, 2022
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
GAAP total revenues | $ | 161,759 |  |  | $ | 47,915 |  |  | $ | — |  |  | $ | 113,844 |
GAAP cost of revenues | (107,937) |  |  | (51,621) |  |  | — |  |  | (56,316) |
COGS intangible asset amortization | (5,007) |  |  | — |  |  | — |  |  | (5,007) |
GAAP GROSS PROFIT | $ | 48,815 |  |  | $ | (3,706) |  |  | $ | — |  |  | $ | 52,521 |
GAAP GROSS MARGIN | 30 | % |  |  |  |  |  | 46 | %
ADJUSTMENTS TO GROSS PROFIT: |  |  |  |  |  |  |
Inventory step-up | 251 |  |  | — |  |  | — |  |  | 251 |
Intangible asset amortization | 5,007 |  |  | — |  |  | — |  |  | 5,007 |
ADJUSTED GROSS PROFIT | $ | 54,073 |  |  | $ | (3,706) |  |  | $ | — |  |  | $ | 57,779 |
ADJUSTED GROSS MARGIN | 33 | % |  |  |  |  |  | 51 | %

| Year Ended December 31, 2021
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
GAAP total revenues | $ | 119,156 |  |  | $ | 39,184 |  |  | $ | — |  |  | $ | 79,972 |
GAAP cost of revenues | (82,108) |  |  | (43,106) |  |  | — |  |  | (39,002) |
COGS intangible asset amortization | (4,557) |  |  | — |  |  | — |  |  | (4,557) |
GAAP GROSS PROFIT | $ | 32,491 |  |  | $ | (3,922) |  |  | $ | — |  |  | $ | 36,413 |
GAAP GROSS MARGIN | 27 | % |  |  |  |  |  | 46 | %
ADJUSTMENTS TO GROSS PROFIT: |  |  |  |  |  |  |
Inventory step-up | 1,130 |  |  | — |  |  | — |  |  | 1,130 |
Intangible asset amortization | 4,557 |  |  | — |  |  | — |  |  | 4,557 |
ADJUSTED GROSS PROFIT | $ | 38,178 |  |  | $ | (3,922) |  |  | $ | — |  |  | $ | 42,100 |
ADJUSTED GROSS MARGIN | 32 | % |  |  |  |  |  | 53 | %

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com
BIOLIFE SOLUTIONS, INC.
RECONCILIATION OF PRO FORMA NET LOSS TO PRO FORMA ADJUSTED EBITDA
(Unaudited, amounts in thousands)

| Year Ended December 31, 2023
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
Net Loss | $ | (66,427) |  |  | $ | (25,243) |  |  | $ | (16,681) |  |  | $ | (57,865) |
ADJUSTMENTS: |  |  |  |  |  |  |
Interest expense | 1,812 |  |  | 131 |  |  | — |  |  | 1,681 |
Income tax expense | 169 |  |  | 13 |  |  | — |  |  | 156 |
Depreciation | 7,126 |  |  | 397 |  |  | — |  |  | 6,729 |
Intangible asset amortization | 5,181 |  |  | 131 |  |  | — |  |  | 5,050 |
EBITDA | (52,139) |  |  | (24,571) |  |  | (16,681) |  |  | (44,249) |
OTHER ADJUSTMENTS: |  |  |  |  |  |  |
Loss on sale of Global Cooling | — |  |  | 1,736 |  |  | 16,681 |  |  | 18,417 |
Share-based compensation (non-cash) | 31,670 |  |  | 4,734 |  |  | — |  |  | 26,936 |
Acquisition and divestiture costs | 3,226 |  |  | — |  |  | — |  |  | 3,226 |
Severance costs | 1,591 |  |  | — |  |  | — |  |  | 1,591 |
Loss on disposal of assets | 477 |  |  | — |  |  | — |  |  | 477 |
Change in fair value of contingent consideration | (2,193) |  |  | — |  |  | — |  |  | (2,193) |
Gain on settlement of Global Cooling escrow | (5,115) |  |  | — |  |  | — |  |  | (5,115) |
Asset impairment charges | 15,485 |  |  | 7,176 |  |  | — |  |  | 8,309 |
Inventory reserve costs | 2,334 |  |  | 562 |  |  | — |  |  | 1,772 |
ADJUSTED EBITDA | $ | (4,664) |  |  | $ | (10,363) |  |  | $ | — |  |  | $ | 9,171 |

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com

| Year Ended December 31, 2022
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
Net Loss | $ | (139,805) |  |  | $ | (127,560) |  |  | $ | — |  |  | $ | (12,245) |
ADJUSTMENTS: |  |  |  |  |  |  |
Interest expense | 687 |  |  | 257 |  |  | — |  |  | 430 |
Income tax benefit | (5,022) |  |  | 15 |  |  | — |  |  | (5,037) |
Depreciation | 6,834 |  |  | 616 |  |  | — |  |  | 6,218 |
Intangible asset amortization | 9,696 |  |  | 3,969 |  |  | — |  |  | 5,727 |
EBITDA | (127,610) |  |  | (122,703) |  |  | — |  |  | (4,907) |
OTHER ADJUSTMENTS: |  |  |  |  |  |  |
Loss on sale of Global Cooling | — |  |  | (8,879) |  |  | — |  |  | 8,879 |
Share-based compensation (non-cash) | 25,334 |  |  | 3,304 |  |  | — |  |  | 22,030 |
Inventory step-up | 251 |  |  | — |  |  | — |  |  | 251 |
Acquisition and divestiture costs | 18 |  |  | — |  |  | — |  |  | 18 |
Loss on disposal of assets | 683 |  |  | — |  |  | — |  |  | 683 |
Change in fair value of contingent consideration | (4,754) |  |  | — |  |  | — |  |  | (4,754) |
Asset impairment charges | 110,364 |  |  | 110,364 |  |  | — |  |  | — |
Change in fair value of investments | (697) |  |  | — |  |  | — |  |  | (697) |
ADJUSTED EBITDA | $ | 3,589 |  |  | $ | (17,914) |  |  | $ | — |  |  | $ | 21,503 |

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3303 Monte Villa Parkway, Suite 310 | Bothell, WA 98021 USA | 866.424.6543 phone | 425.402.1433 fax | BioLifeSolutions.com

| Year Ended December 31, 2021
|  |  | Less: Pro Forma Transaction Accounting Adjustments |  |
(In thousands) | Historical BioLife |  | Global Cooling Discontinued Operations Note 2 (a) |  | Other Separation Adjustments |  | Pro Forma BioLife
Net Loss | $ | (8,908) |  |  | $ | 87,742 |  |  | $ | — |  |  | $ | (96,650) |
ADJUSTMENTS: |  |  |  |  |  |  |
Interest expense | 485 |  |  | 298 |  |  | — |  |  | 187 |
Income tax benefit | (20,118) |  |  | (4,576) |  |  | — |  |  | (15,542) |
Depreciation | 4,801 |  |  | 493 |  |  | — |  |  | 4,308 |
Intangible asset amortization | 8,202 |  |  | 3,796 |  |  | — |  |  | 4,406 |
EBITDA | (15,538) |  |  | 87,753 |  |  | — |  |  | (103,291) |
OTHER ADJUSTMENTS: |  |  |  |  |  |  |
Loss on sale of Global Cooling | — |  |  | (102,809) |  |  | — |  |  | 102,809 |
Share-based compensation (non-cash) | 13,973 |  |  | 1,031 |  |  | — |  |  | 12,942 |
Inventory step-up | 1,130 |  |  | — |  |  | — |  |  | 1,130 |
Acquisition and divestiture costs | 1,636 |  |  | — |  |  | — |  |  | 1,636 |
Loss on disposal of assets | (145) |  |  | — |  |  | — |  |  | (145) |
Change in fair value of contingent consideration | 2,875 |  |  | — |  |  | — |  |  | 2,875 |
Change in fair value of warrant liability | 121 |  |  | — |  |  | — |  |  | 121 |
ADJUSTED EBITDA | $ | 4,052 |  |  | $ | (14,025) |  |  | $ | — |  |  | $ | 18,077 |

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