November 7, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐	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: 001-34632

CRYOPORT, INC.

(Exact Name of Registrant as Specified in its Charter)


Nevada	88-0313393
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

112 Westwood Place, Suite 350

Brentwood, TN 37027

(Address of principal executive offices, including zip code)

(949) 470-2300

(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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CYRX		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 ☐ No ☒

As of October 31, 2024 there were 49,430,583 shares of the registrant's common stock outstanding.

Table of Contents

TABLE OF CONTENTS


	Page

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Condensed Consolidated Balance Sheets at September 30, 2024 (Unaudited) and December 31, 2023	3

Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	4

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	5

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023	6

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	7

Notes to Condensed Consolidated Financial Statements (Unaudited)	8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	37

ITEM 4. Controls and Procedures	37

PART II. OTHER INFORMATION	38

ITEM 1. Legal Proceedings	38

ITEM 1A. Risk Factors	38

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	38

ITEM 3. Defaults Upon Senior Securities	38

ITEM 4. Mine Safety Disclosures	38

ITEM 5. Other Information	38

ITEM 6. Exhibits	40

SIGNATURES	41

Table of Contents

Cryoport, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share data)


	September 30,		December 31,
	2024		2023
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	44,665	$	46,346
Short-term investments		228,001		410,409
Accounts receivable, net		43,461		42,074
Inventories		23,552		26,206
Prepaid expenses and other current assets		10,658		10,077
Total current assets		350,337		535,112
Property and equipment, net		88,281		84,858
Operating lease right-of-use assets		30,113		32,653
Intangible assets, net		175,815		194,382
Goodwill		54,057		108,403
Deposits		1,493		1,680
Deferred tax assets		1,669		656
Total assets	$	701,765	$	957,744

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and other accrued expenses	$	25,194	$	26,995
Accrued compensation and related expenses		11,275		11,409
Deferred revenue		1,091		1,308
Current portion of operating lease liabilities		5,834		5,371
Current portion of finance lease liabilities		470		286
Current portion of convertible senior notes, net of discount of $0.1 million		14,271		—
Current portion of notes payable		153		149
Current portion of contingent consideration		3,151		92
Total current liabilities		61,439		45,610
Convertible senior notes, net of discount of $2.6 million and $7.0 million, respectively		183,628		378,553
Notes payable		1,238		1,335
Operating lease liabilities, net of current portion		26,466		29,355
Finance lease liabilities, net of current portion		1,306		954
Deferred tax liabilities		3,526		2,816
Other long-term liabilities		569		601
Contingent consideration, net of current portion		5,021		9,497
Total liabilities		283,193		468,721

Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.001 par value; 2,500,000 shares authorized:
Class A convertible preferred stock - $0.001 par value; 800,000 shares authorized; none issued and outstanding		—		—
Class B convertible preferred stock - $0.001 par value; 585,000 shares authorized; none issued and outstanding		—		—
Class C convertible preferred stock - $0.001 par value; 250,000 shares authorized; 200,000 issued and outstanding		32,275		26,275
Common stock, $0.001 par value; 100,000,000 shares authorized; 49,430,583 and 48,971,026 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		49		49
Additional paid-in capital		1,141,122		1,131,183
Accumulated deficit		(738,498)		(642,419)
Accumulated other comprehensive loss		(16,376)		(26,065)
Total stockholders’ equity		418,572		489,023
Total liabilities and stockholders’ equity	$	701,765	$	957,744

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Cryoport, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Life Sciences Services revenue	$	39,278	$	36,022	$	114,104	$	107,062
Life Sciences Products revenue		17,386		20,135		54,749		68,933
Total revenue		56,664		56,157		168,853		175,995

Cost of services revenue		21,220		20,803		63,927		59,887
Cost of products revenue		10,059		11,088		32,576		40,037
Total cost of revenue		31,279		31,891		96,503		99,924
Gross margin		25,385		24,266		72,350		76,071

Operating costs and expenses:
Selling, general and administrative		37,654		36,023		111,921		108,066
Engineering and development		4,157		5,152		13,555		13,291
Impairment loss		—		—		63,809		—
Total operating costs and expenses		41,811		41,175		189,285		121,357

Loss from operations		(16,426)		(16,909)		(116,935)		(45,286)
Other income (expense):
Investment income		3,059		2,848		8,468		7,962
Interest expense		(889)		(1,357)		(3,472)		(4,197)
Gain on extinguishment of debt, net		17,326		5,679		18,505		5,679
Other income (expense), net		(1,616)		(3,059)		(1,398)		242
Total other income, net		17,880		4,111		22,103		9,686
Income (loss) before provision for income taxes		1,454		(12,798)		(94,832)		(35,600)
Provision for income taxes		(649)		(471)		(1,247)		(1,598)
Net income (loss)	$	805	$	(13,269)	$	(96,079)	$	(37,198)
Paid-in-kind dividend on Series C convertible preferred stock		(2,000)		(2,000)		(6,000)		(6,000)
Net loss attributable to common stockholders	$	(1,195)	$	(15,269)	$	(102,079)	$	(43,198)
Net loss per share - basic and diluted	$	(0.02)	$	(0.31)	$	(2.07)	$	(0.89)
Weighted average shares outstanding – basic and diluted		49,417,757		48,904,102		49,261,717		48,660,646

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Cryoport, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(unaudited, in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net income (loss)	$	805	$	(13,269)	$	(96,079)	$	(37,198)
Other comprehensive income (loss), net of tax:
Net unrealized gain on available-for-sale debt securities		1,964		624		3,219		3,076
Reclassification of realized (gain) loss on available-for-sale debt securities to earnings		7,843		758		6,224		1,389
Foreign currency translation adjustments		3,006		(995)		246		(4,017)
Other comprehensive income		12,813		387		9,689		448
Total comprehensive income (loss)	$	13,618	$	(12,882)	$	(86,390)	$	(36,750)

See accompanying notes to condensed consolidated financial statements.

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Cryoport, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(unaudited)


	Class A			Class B			Class C										Other		Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Additional		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Paid–In Capital		Deficit		Loss		Equity (Deficit)

Balance at June 30, 2023	—	$	—	—	$	—	200,000	$	22,275	48,879,018	$	49	$	1,123,180	$	(566,761)	$	(34,488)	$	544,255
Net loss	—		—	—		—	—		—	—		—		—		(13,269)		—		(13,269)
Other comprehensive loss, net of taxes	—		—	—		—	—		—	—		—		—		—		387		387
Stock-based compensation expense	—		—	—		—	—		—	—		—		5,976		—		—		5,976
Paid-in-kind preferred stock dividend	—		—	—		—	—		2,000	—		—		(2,000)		—		—		—
Vesting of restricted stock units	—		—	—		—	—		—	12,499		—		—		—		—		—
Proceeds from exercise of stock options	—		—	—		—	—		—	72,200		—		179		—		—		179
Balance at September 30, 2023	—	$	—	—	$	—	200,000	$	24,275	48,963,717	$	49	$	1,127,335	$	(580,030)	$	(34,101)	$	537,528

Balance at June 30, 2024	—	$	—	—	$	—	200,000	$	30,275	49,412,294	$	49	$	1,138,263	$	(739,303)	$	(29,189)	$	400,095
Net income	—		—	—		—	—		—	—		—		—		805		—		805
Other comprehensive loss, net of taxes	—		—	—		—	—		—	—		—		—		—		12,813		12,813
Stock-based compensation expense	—		—	—		—	—		—	—		—		4,838		—		—		4,838
Paid-in-kind preferred stock dividend	—		—	—		—	—		2,000	—		—		(2,000)		—		—		—
Vesting of restricted stock units	—		—	—		—	—		—	14,122		—		—		—		—		—
Proceeds from exercise of stock options	—		—	—		—	—		—	4,167		—		21		—		—		21
Balance at September 30, 2024	—	$	—	—	$	—	200,000	$	32,275	49,430,583	$	49	$	1,141,122	$	(738,498)	$	(16,376)	$	418,572

Balance at December 31, 2022	—	$	—	—	$	—	200,000	$	18,275	48,334,280	$	48	$	1,114,896	$	(542,832)	$	(34,549)	$	555,838
Net loss	—		—	—		—	—		—	—		—		—		(37,198)		—		(37,198)
Other comprehensive loss, net of taxes	—		—	—		—	—		—	—		—		—		—		448		448
Stock-based compensation expense	—		—	—		—	—		—	—		—		16,960		—		—		16,960
Paid-in-kind preferred stock dividend	—		—	—		—	—		6,000	—		—		(6,000)		—		—		—
Vesting of restricted stock units	—		—	—		—	—		—	221,623		—		—		—		—		—
Proceeds from exercise of stock options	—		—	—		—	—		—	407,814		1		1,479		—		—		1,480
Balance at September 30, 2023	—	$	—	—	$	—	200,000	$	24,275	48,963,717	$	49	$	1,127,335	$	(580,030)	$	(34,101)	$	537,528

Balance at December 31, 2023	—	$	—	—	$	—	200,000	$	26,275	48,971,026	$	49	$	1,131,183	$	(642,419)	$	(26,065)	$	489,023
Net loss	—		—	—		—	—		—	—		—		—		(96,079)		—		(96,079)
Other comprehensive income, net of taxes	—		—	—		—	—		—	—		—		—		—		9,689		9,689
Stock-based compensation expense	—		—	—		—	—		—	—		—		15,291		—		—		15,291
Paid-in-kind preferred stock dividend	—		—	—		—	—		6,000	—		—		(6,000)		—		—		—
Vesting of restricted stock units	—		—	—		—	—		—	338,876		—		—		—		—		—
Proceeds from exercise of stock options	—		—	—		—	—		—	120,681		—		648		—		—		648
Balance at September 30, 2024	—	$	—	—	$	—	200,000	$	32,275	49,430,583	$	49	$	1,141,122	$	(738,498)	$	(16,376)	$	418,572

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Cryoport, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)



	For the Nine Months Ended
	September 30,
	2024		2023
Cash Flows From Operating Activities:
Net loss	$	(96,079)	$	(37,198)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss		63,809		—
Depreciation and amortization		22,863		20,038
Amortization of debt discount		1,622		1,928
Non-cash operating lease expense		4,391		3,403
Unrealized (gain) loss on investments in equity securities		(1,445)		2,255
Realized loss on investments in equity securities		48		—
Realized loss on available-for-sale investments		3,989		62
Gain on extinguishment of debt		(18,505)		(5,679)
Stock-based compensation expense		15,291		16,960
Loss on disposal of property and equipment		295		277
Gain on insurance settlement		—		(2,642)
Change in credit losses		18		(135)
Insurance proceeds for operations		—		1,212
Change in contingent consideration		(1,329)		(205)
Changes in operating assets and liabilities:
Accounts receivable		(1,075)		1,088
Inventories		2,716		(1,572)
Prepaid expenses and other current assets		454		(2,298)
Deposits		195		(652)
Operating lease liabilities		(4,281)		(3,009)
Accounts payable and other accrued expenses		(3,022)		(36)
Accrued compensation and related expenses		(192)		2,013
Deferred revenue		(223)		1,141
Net deferred tax liability		(383)		(190)
Net cash used in operating activities		(10,843)		(3,239)

Cash Flows From Investing Activities:
Purchases of property and equipment		(12,035)		(27,212)
Insurance proceeds for loss of fixed assets		—		976
Software development costs		(2,761)		(4,830)
Purchases of short-term investments		(50,721)		—
Acquisitions		(295)		—
Sales/maturities of short-term investments		239,978		82,487
Patent and trademark costs		(830)		(616)
Net cash provided by investing activities		173,336		50,805

Cash Flows From Financing Activities:
Proceeds from exercise of stock options		648		1,480
Cash paid to repurchase of 2026 Senior Notes		(163,772)		(25,003)
Repayment of notes payable		(113)		(26)
Repayment of finance lease liabilities		(306)		(123)
Net cash used in financing activities		(163,543)		(23,672)

Effect of exchange rates on cash and cash equivalents		(631)

Form: 10-Q

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