10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on November 6, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______.
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or another jurisdiction of |
(I.R.S. Employer |
(Address of principal executive offices , including zip code)
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol(s) |
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Name of each exchange on which registered: |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer |
☐ |
☒ |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 30, 2020 there were
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
3 |
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ITEM 1. Financial Statements |
3 |
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Condensed Consolidated Balance Sheets at September 30, 2020 (Unaudited) and December 31, 2019 |
3 |
4 |
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5 |
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6 |
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7 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
8 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 |
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk |
41 |
41 |
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41 |
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41 |
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42 |
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds |
55 |
55 |
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55 |
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55 |
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56 |
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57 |
2
Cryoport, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, |
December 31, |
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2020 |
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2019 |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ |
$ |
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Short-term investments |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Deposits |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable and other accrued expenses |
$ |
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$ |
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Accrued compensation and related expenses |
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Deferred revenue |
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Operating lease liabilities |
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Finance lease liabilities |
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Total current liabilities |
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Convertible senior notes, net of discount of $ |
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Operating lease liabilities, net of current portion |
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Finance lease liabilities, net of current portion |
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Deferred tax liability |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ Equity: |
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Preferred stock, $ |
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Class A convertible preferred stock — $ |
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Class B convertible preferred stock — $ |
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Class C convertible preferred stock - $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
Cryoport, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross margin |
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Operating costs and expenses: |
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General and administrative |
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Sales and marketing |
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Engineering and development |
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Total operating costs and expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense): |
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Interest expense |
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( |
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( |
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( |
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( |
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Other income, net |
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Loss before provision for income taxes |
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( |
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( |
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( |
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( |
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Benefit (provision) for income taxes |
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( |
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( |
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( |
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Net loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
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Net loss per share – basic and diluted |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
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Weighted average shares outstanding – basic and diluted |
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See accompanying notes to condensed consolidated financial statements.
4
Cryoport, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
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Other comprehensive income (loss), net of tax: |
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Net unrealized gain (loss) on available-for-sale debt securities |
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( |
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( |
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( |
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Reclassification of realized (gain) loss on available-for-sale debt securities to earnings |
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( |
( |
( |
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Foreign currency translation adjustments |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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( |
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Total comprehensive loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
See accompanying notes to condensed consolidated financial statements.
5
Cryoport, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
Accumulated |
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Class A |
Class B |
Class C |
Additional |
Other |
Total |
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Preferred Stock |
Preferred Stock |
Preferred Stock |
Common Stock |
Paid–In |
Accumulated |
Comprehensive |
Stockholders’ |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Equity (Deficit) |
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Balance at June 30, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
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$ |
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Net loss |
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( |
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( |
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Other comprehensive loss, net of taxes |
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( |
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( |
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Stock-based compensation expense |
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Accelerated stock-based compensation expense |
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Issuance of common stock for board of director compensation |
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Proceeds from exercise of stock options and warrants |
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Balance at September 30, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
( |
$ |
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Balance at June 30, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
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$ |
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Net loss |
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( |
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( |
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Other comprehensive loss, net of taxes |
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( |
( |
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Stock-based compensation expense |
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Issuance of common stock for board of director compensation |
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Proceeds from exercise of stock options and warrants |
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Balance at September 30, 2020 |
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$ |
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$ |
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$ |
( |
$ |
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$ |
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Balance at December 30, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
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$ |
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Net loss |
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( |
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( |
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Other comprehensive loss, net of taxes |
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( |
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( |
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Stock-based compensation expense |
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Accelerated stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
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Proceeds from public offering, net of costs of $ |
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Issuance of common stock for board of director compensation |
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Proceeds from exercise of stock options and warrants |
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Balance at September 30, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
( |
$ |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
$ |
( |
$ |
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Net loss |
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( |
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( |
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Other comprehensive income, net of taxes |
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Stock-based compensation expense |
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Issuance of common stock for board of director compensation |
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Proceeds from exercise of stock options and warrants |
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Balance at September 30, 2020 |
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$ |
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$ |
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$ |
( |
$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
Cryoport, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
For the Nine Months Ended |
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September 30, |
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2020 |
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2019 |
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Cash Flows From Operating Activities: |
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Net loss |
$ |
( |
$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization of debt discount |
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Unrealized (gain)/loss on investments in equity securities |
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( |
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Realized loss on investments in equity securities |
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Realized gain on available-for-sale investments |
( |
( |
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Stock-based compensation expense |
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Accelerated stock-based compensation expense |
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Loss on disposal of property and equipment |
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Provision for bad debt |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Deposits |
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( |
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( |
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Change in operating lease right-of-use assets and lease liabilities |
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( |
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Accounts payable and other accrued expenses |
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Accrued compensation and related expenses |
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Deferred revenue |
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( |
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Deferred tax liability |
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Net cash used in operating activities |
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( |
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( |
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Cash Flows From Investing Activities: |
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Purchases of property and equipment |
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( |
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( |
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Purchases of short-term investments |
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( |
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( |
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Sales/maturities of short-term investments |
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Cash paid for acquisition |
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( |
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Patent and trademark costs |
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( |
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( |
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Net cash provided by (used in) investing activities |
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( |
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Cash Flows From Financing Activities: |
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Proceeds from June 2019 public offering, net of offering costs |
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Proceeds from exercise of stock options and warrants |
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Proceeds from issuance of convertible senior notes |
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Payment of deferred financing costs |
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( |
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( |
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Repayment of finance lease liabilities |
( |
( |
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Net cash provided by financing activities |
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Effect of exchange rates on cash and cash equivalents |
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( |
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Net change in cash and cash equivalents |
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Cash and cash equivalents — beginning of period |
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Cash and cash equivalents — end of period |
$ |
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$ |
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Supplemental Disclosure of Non-Cash Investing and Financing Activities: |
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Net unrealized gain/(loss) on available-for-sale securities |
$ |
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$ |
( |
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Reclassification of realized gain on available-for-sale debt securities to earnings |
$ |
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$ |
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Financing costs included in accounts payable and accrued liabilities |
$ |
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$ |
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Fixed assets included in accounts payable and accrued liabilities |
$ |
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$ |
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Purchase of equipment through finance lease obligations |
$ |
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$ |
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