Cryoport Inc.

11/06/2025 | Press release | Distributed by Public on 11/06/2025 13:34

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In this Quarterly Report on Form 10-Q (this "Quarterly Report"), the terms "Cryoport," "Company" and similar terms refer to Cryoport, Inc. and its consolidated subsidiaries, unless the context suggest otherwise.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS:

This Quarterly Report contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. In some cases, you can identify these statements by terminology such as "believes," "may," "will," "expects," "intends," "estimates," "anticipates," "plans," "seeks," "continues," "predicts," "potential," "likely," or "opportunity", or similar words which are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Reference is made in particular to forward-looking statements regarding our expectations about future business plans, new products or services, regulatory approvals, strategies, development timelines, prospective financial performance and opportunities, including potential acquisitions; expectations about future benefits of our acquisitions and our ability to successfully integrate those businesses and our plans related thereto; expectations about future benefits relating to the CRYOPDP divestiture and strategic partnership with DHL; liquidity and capital resources; plans relating to our cost reduction and capital realignment measures and expectations about resulting annual cost savings and financial impact; assumptions relating to the impairment of assets; plans relating to any repurchase of our common stock and/or convertible notes; projected trends in the markets in which we operate; our expectations relating to current supply chain impacts; inflationary pressures and the effect of foreign currency fluctuations; anticipated regulatory filings or approvals with respect to the products of our clients; expectations about securing and managing strategic relationships with global couriers or large clinical research organizations; our future capital needs and ability to raise capital on favorable terms or at all; results of our research and development efforts; and approval of our patent applications.

Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the

statements, including, but not limited to, risks and uncertainties associated with the effects of changing economic and geopolitical conditions, supply chain constraints, inflationary pressures, the effects of foreign currency fluctuations, trends in the products markets, variations in the Company's cash flow, market acceptance risks, the continued U.S. federal government shutdown, the effects of tariffs and other trade restrictions, and technical development risks. Additional risks and uncertainties relating to the CRYOPDP Transaction (as defined in this Quarterly Report) include, but are not limited to, our ability to retain and hire key personnel, and the risk that any disruption resulting from the CRYOPDP Transaction may adversely affect our businesses and business relationships, including with employees and suppliers. Other important factors that could cause our actual results to differ materially from those in our forward-looking statements include those we describe in the reports we file from time to time with the Securities and Exchange Commission ("SEC"), including those contained in this Quarterly Report, in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 7, 2025 (the "2024 Annual Report"), and those reports filed after the date of this Quarterly Report.

Forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Quarterly Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

The following management's discussion and analysis of the Company's financial condition and results of operations ("MD&A") should be read in conjunction with the condensed consolidated balance sheet as of September 30, 2025 (unaudited) and the consolidated balance sheet as of December 31, 2024 (audited) and the related unaudited condensed consolidated statements of operations, comprehensive income (loss), and stockholders' equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024 and the related notes thereto (see Part I, Item 1. Financial Statements), as well as the audited consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022, included in the Company's 2024 Annual Report.

Overview

Cryoport is a leading global provider of temperature-controlled supply chain solutions for the life sciences, with an emphasis on regenerative medicine. We support biopharmaceutical companies, contract manufacturers (CDMOs), contract research organizations (CROs), developers, and researchers with a comprehensive suite of services and products designed to minimize risk and maximize reliability across the temperature-controlled supply chain for the life sciences. Our integrated supply chain platform includes the Cryoportal® Logistics Management Platform, advanced temperature-controlled packaging, informatics, specialized biologistics, biostorage, bioservices, and cryogenic systems, which deliver end-to-end solutions that meet the rigorous demands of the life sciences. With innovation, regulatory compliance, and agility at our core, we are "Enabling the Future of Medicine™."

Our corporate headquarters, located in Nashville, Tennessee, is complemented by global sites in the Americas, EMEA (Europe, the Middle East, and Africa), and APAC (Asia Pacific), including locations in the United States, United Kingdom, France, the Netherlands, Belgium, Germany, Japan, and China.

Our advanced temperature-controlled supply chain platform is designed to support the global distribution of high-value commercial biologic and cell-based products and therapies regulated by the United States Food and Drug Administration (FDA), the European Medicines Association (EMA) and other international regulatory bodies. Our solutions are also relied upon for the support of pre-clinical, clinical trials, Investigational New Drug Applications (IND), Biologics License Applications (BLA), and New Drug Applications (NDA) with the FDA, as well as global clinical trials initiated in other geographies, where strict regulatory compliance and quality assurance is mandated.

Over the last several years, we have grown to become a leader in supporting the clinical trials and commercial launches of cell and gene therapies globally. As of September 30, 2025, we supported 745 clinical trials, of which 83 were in Phase 3, and 19 commercial therapies. We believe regenerative medicine advanced therapies that successfully advance through the clinical trial process and receive commercial approval from the respective regulatory agencies will represent opportunities to become significant revenue drivers for us as the majority of them will require comprehensive temperature-controlled supply chain support and other services at commercial scale. Additionally, we expect that most will select us as their critical supply chain solution partner as a result of our work in connection with their respective clinical trials and our long track record of innovation and market responsiveness. The revenue from our support of commercial therapies (Commercial Cell & Gene Therapy revenue) is currently comprised of BioLogistics Solutions revenue and Life Sciences Products revenue.

In addition, we also support the animal health market and the human reproductive market on a global basis with an advanced temperature-controlled supply chain platform. The animal health market is primarily composed of supporting animal husbandry, and companion and recreation animal health. The human reproductive market is primarily composed of In-Vitro Fertilization (IVF) support for patients and fertility clinics.

On June 11, 2025, the Company completed the previously disclosed divestiture of its specialty courier CRYOPDP business to designated affiliates of DHL Supply Chain International Holding B.V. ("DHL") for $133.0 million. Pursuant to the terms of the sale and purchase agreement (the "Agreement"), DHL acquired 100% of the capital stock and voting rights of certain entities conducting business under the trade name "CryoPDP", including each of PDP Courier Services (USA), Inc., Courier Polar Expres S.L., Advanced Therapy Logistics and Solutions, SAS and Cryo Express GmbH (collectively, the "Transaction"). The Transaction also includes the repayment of approximately $77.2 million of outstanding intercompany loans owed by CRYOPDP to the Company. The Company and DHL also entered into certain related transaction agreements at the closing date of the Transaction, including a master partnership agreement, a transition services agreement and other customary agreements. The divestiture and strategic partnership with DHL are expected to enhance the Company's ability to develop its business, particularly in the EMEA and APAC regions, and to provide differentiated and high-value services aligned with the Company's long-term growth strategy.

Impact of Inflation

Inflation generally impacts us by increasing our costs of labor, material, transportation and pricing from third party manufacturers. While the rates of inflation have not had a material impact on our financial statements in the past, we have seen some impact on gross margins in 2024 and 2023. Based on the current economic outlook, inflationary pressures could affect our financial performance in the future if cost increases cannot be offset by net realized annual price increases and productivity gains.

Results of Operations

Three months ended September 30, 2025 compared to three months ended September 30, 2024:

The following table summarizes certain information derived from our unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended September 30,

2025

2024

$ Change

% Change

Life Sciences Services revenue

$

24,258

$

20,931

$

3,327

15.9%

Life Sciences Products revenue

19,975

17,386

2,589

14.9%

Total revenue

44,233

38,317

5,916

15.4%

Cost of services revenue

(12,201)

(10,822)

(1,379)

12.8%

Cost of products revenue

(10,707)

(10,059)

(648)

6.4%

Total cost of revenue

(22,908)

(20,881)

(2,027)

9.7%

Gross margin

21,325

17,436

3,889

22.3%

Selling, general and administrative

(26,734)

(26,668)

(66)

0.3%

Engineering and development

(4,523)

(4,157)

(366)

8.8%

Investment income

3,402

3,059

343

11.2%

Interest expense

(526)

(882)

356

(40.4%)

Gain on extinguishment of debt, net

-

17,326

(17,326)

(100.0%)

Other income (expense), net

525

(1,878)

2,403

(128.0%)

Provision for income taxes

(165)

(316)

151

(47.8%)

Income (loss) from continuing operations

(6,696)

3,920

(10,616)

(270.8%)

Loss from discontinued operations, net

(247)

(3,115)

2,868

(92.1%)

Net income (loss)

$

(6,943)

$

805

$

(7,748)

(962.5%)

Paid-in-kind dividend on Series C convertible preferred stock

(2,000)

(2,000)

-

-

Net loss attributable to common stockholders

$

(8,943)

$

(1,195)

$

(7,748)

648.4%

Total revenue by type (in thousands):

Three Months Ended September 30,

2025

2024

$ Change

% Change

BioLogistics Solutions

$

19,428

$

16,955

$

2,473

14.6

%

BioStorage/BioServices

4,830

3,976

854

21.5

%

Life Sciences Services

24,258

20,931

3,327

15.9

%

Life Sciences Products

19,975

17,386

2,589

14.9

%

Total revenue from continuing operations

$

44,233

$

38,317

$

5,916

15.4

%

Revenue from discontinued operations:

BioLogistics Solutions

-

18,346

(18,346)

(100.0)

%

Total revenue

$

44,233

$

56,663

$

(12,430)

(21.9)

%

Revenue. Revenue increased by $5.9 million, or 15.4%, from $38.3 million to $44.2 million for the three months ended September 30, 2025, as compared to the same period in 2024.

Revenue by type

Life Sciences Services revenue increased by $3.3 million, or 15.9%, from $20.9 million to $24.3 million for the three months ended September 30, 2025, as compared to the same period in 2024. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices revenue of 14.6% and 21.5%, respectively, demonstrating strong demand for our services offerings. Commercial Cell & Gene Therapy revenue included in BioLogistics Solutions revenue was $7.4 million for the three months ended September 30, 2025, representing a 21.7% year-over-year increase from $6.1 million in the prior year period. We supported 745 clinical trials globally at September 30, 2025, of which 83 of these clinical trials were in phase 3, representing an overall increase of 54 clinical trials from 691 clinical trials at September 30, 2024. Our Company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of Cell and Gene therapies and our future growth.

Life Sciences Products revenue increased by $2.6 million, or 14.9%, from $17.4 million to $20.0 million for the three months ended September 30, 2025, as compared to the same period in 2024. Life Sciences Products revenue consists primarily of revenue from our portfolio of cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities, which includes the rapidly growing Cell and Gene Therapy market through a global network of distributors and direct client relationships. Life Sciences Products revenue was primarily driven by demand from customers in the EMEA and APAC regions and strong demand from Animal Health customers in the Americas. Commercial Cell & Gene Therapy revenue included in Life Sciences Products revenue was $0.9 million and $0 for the three months ended September 30, 2025 and 2024, respectively.

Gross margin and cost of revenue.Gross margin for the three months ended September 30, 2025 was 48.2% of total revenue, as compared to 45.5% of total revenue for the three months ended September 30, 2024. Cost of total revenue increased $2.0 million, or 9.7%, to $22.9 million for the three months ended September 30, 2025, as compared to $20.9 million in the same period in 2024.

Gross margin for our Life Sciences Services revenue was 49.7%, as compared to 48.3% for the three months ended September 30, 2024. Our cost of revenue is primarily comprised of freight charges, payroll and associated expenses related to our global logistics and supply chain centers, depreciation expenses of our Cryoport Express® Shippers and supplies and consumables used for our solutions.

Gross margin for our Life Sciences Products revenue was 46.4%, as compared to 42.1% for the three months ended September 30, 2024. Life Sciences Products revenue, related cost of revenue and resulting gross margins were primarily driven by our MVE Biological Solutions business. Our cost of products revenue was primarily comprised of materials, direct and indirect labor, inbound freight charges, purchasing and receiving, inspection, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of products revenue.

Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses include the costs associated with selling our services and products, costs required to support our marketing efforts including legal, accounting, patent, and shareholder services, amortization of intangible assets and other administrative functions. SG&A expenses increased by $0.1 million, or 0.3%, as compared to the same period in 2024.

Engineering and development expenses. Engineering and development expenses increased by $0.4 million, or 8.8%, for the three months ended September 30, 2025, as compared to the same period in 2024. We continually strive to improve and expand the features of our Cryoport Express®, Cryoport ELITE™ Solutions and portfolio of temperature-controlled services and products. Our primary developments are directed towards facilitating the safe, reliable and efficient transport and storage of life science commodities through innovative and technology-based solutions. This includes significantly enhancing our Cryoportal® Logistics Management Platform and related technology solutions as well as developments to expand our Cryoport Express® and shipper fleet. In addition, engineering and development efforts are also focused on MVE Biological Solutions' portfolio of advanced cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles.

Investment income.Investment income increased by $0.3 million for the three months ended September 30, 2025, as compared to the prior year.

Interest expense. Interest expense decreased by $0.4 million for the three months ended September 30, 2025, as compared to the prior year.

Gain on extinguishment of debt, net. During the three months ended September 30, 2024, the Company repurchased $175.0 million in principal amount of the Company's 0.75% Convertible Senior Notes due in 2026 (the "2026 Senior Notes") for a repurchase price of $154.5 million in cash, plus accrued and unpaid interest, resulting in a net gain of $17.3 million, which is net of the write off of $2.6 million of unamortized debt issuance costs and $0.7 million transaction costs. There were no repurchases of the 2026 Senior Notes during the three months ended September 30, 2025.

Other income (expense), net. Other income (expense), net increased by $2.4 million for the three months ended September 30, 2025, as compared to the prior year. This was primarily due to an increase of $4.2 million in short-term investment net unrealized gains, which was partially offset by a decrease of $1.8 million related to foreign currency due to current period net losses.

Provision for income taxes.The provision for income taxes decreased by $0.2 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, resulting in effective tax rates of negative 2.5% and 7.5%, respectively. The decrease in tax expense and the decrease in the effective tax rate for the three months ended September 30, 2025, as compared to the prior year is primarily due to the impairment loss incurred in the three months ended June 30, 2024, and the allocation to discontinued operations. The effective tax rate of negative 2.5% for the three months ended September 30, 2025, differed from the U.S. federal statutory rate of 21% primarily due to changes in the valuation allowance that we maintain against our deferred tax assets, income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate, and excess tax benefits associated with share-based compensation.

On July 4, 2025, Public Law 119-21, which contains a broad range of tax reform provisions affecting businesses, was signed into law in the U.S. We are evaluating the full effects of the legislation on our estimated annual tax rate and cash tax provision, but we expect that the legislation will not have a material impact on our consolidated financial statements.

Paid-in-kind dividend on Series C convertible preferred stock. The paid-in-kind dividend relates to the private placement of Series C Preferred Stock with Blackstone.

Discontinued operations. Revenue from discontinued operations decreased by $18.3 million and Loss from discontinued operations, net of income tax decreased $2.9 million for the three months ended September 30, 2025, as compared to the same period in 2024, due to the sale of the CRYOPDP business in the second quarter of 2025. The Loss from discontinued operations, net of income tax for the three months ended September 30, 2025 reflects adjustments to the gain on sale of the CRYOPDP business.

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024:

The following table summarizes certain information derived from our unaudited condensed consolidated statements of operations (in thousands):

Nine Months Ended September 30,

2025

2024

$ Change

% Change

Life Sciences Services revenue

$

71,492

$

60,568

$

10,924

18.0%

Life Sciences Products revenue

59,235

54,749

4,486

8.2%

Total revenue

130,727

115,317

15,410

13.4%

Cost of services revenue

(36,570)

(32,578)

(3,992)

12.3%

Cost of products revenue

(32,814)

(32,576)

(238)

0.7%

Total cost of revenue

(69,384)

(65,154)

(4,230)

6.5%

Gross margin

61,343

50,163

11,180

22.3%

Selling, general and administrative

(75,543)

(81,725)

6,182

(7.6%)

Engineering and development

(12,575)

(13,555)

980

(7.2%)

Impairment loss

-

(63,809)

63,809

(100.0%)

Investment income

6,441

8,468

(2,027)

(23.9%)

Interest expense

(1,727)

(3,398)

1,671

(49.2%)

Gain on extinguishment of debt, net

-

18,505

(18,505)

(100.0%)

Other income (expense), net

(2,714)

(1,691)

(1,023)

60.5%

Provision for income taxes

(673)

(493)

(180)

36.4%

Loss from continuing operations

(25,448)

(87,535)

62,087

(70.9%)

Income (loss) from discontinued operations, net

115,393

(8,544)

123,937

(1450.6%)

Net income (loss)

$

89,945

$

(96,079)

$

186,024

(193.6%)

Paid-in-kind dividend on Series C convertible preferred stock

(6,000)

(6,000)

-

-

Net income (loss) attributable to common stockholders

$

83,945

$

(102,079)

$

186,024

(182.2%)

Total revenue by type (in thousands):

Nine Months Ended September 30,

2025

2024

$ Change

% Change

BioLogistics Solutions

$

57,832

$

49,540

$

8,292

16.7

%

BioStorage/BioServices

13,660

11,028

2,632

23.9

%

Life Sciences Services

71,492

60,568

10,924

18.0

%

Life Sciences Products

59,235

54,749

4,486

8.2

%

Total revenue from continuing operations

$

130,727

$

115,317

$

15,410

13.4

%

Revenue from discontinued operations:

BioLogistics Solutions

32,161

53,536

(21,375)

(39.9)

%

Total revenue

$

162,888

$

168,853

$

(5,965)

(3.5)

%

Revenue. Revenue increased by $15.4 million, or 13.4%, from $115.3 million to $130.7 million for the nine months ended September 30, 2025, as compared to the same period in 2024.

Revenue by type

Life Sciences Services revenue increased by $10.9 million, or 18.0%, from $60.6 million to $71.5 million for the nine months ended September 30, 2025, as compared to the same period in 2024. This increase was driven by year-over-year growth in our BioLogistics Solutions and BioStorage/BioServices revenue of 16.7% and 23.9%, respectively, demonstrating strong demand for our services offerings. Commercial Cell & Gene Therapy revenue included in BioLogistics Solutions revenue was $22.1 million for the nine months ended September 30, 2025, representing a 28.6% year-over-year increase from $17.2 million in the prior year period. We also continued to gain clinical trial market share with Cryoport supporting a total of 745 clinical trials globally at September 30, 2025, of

which 83 of these clinical trials were in phase 3, representing an overall increase of 54 clinical trials from 691 clinical trials at September 30, 2024. Our Company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of Cell and Gene therapies and our future growth.

Life Sciences Products revenue increased by $4.5 million, or 8.2%, from $54.7 million to $59.2 million for the nine months ended September 30, 2025, as compared to the same period in 2024. Life Sciences Products revenue consists primarily of revenue from our portfolio of cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities, which includes the rapidly growing Cell and Gene Therapy market through a global network of distributors and direct client relationships. Life Sciences Products revenue was primarily driven by demand from customers in the EMEA and APAC regions and strong demand from Animal Health customers in the Americas. Commercial Cell & Gene Therapy revenue included in Life Sciences Products revenue was $2.1 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Gross margin and cost of revenue.Gross margin for the nine months ended September 30, 2025 was 46.9% of total revenue, as compared to 43.5% of total revenue for the nine months ended September 30, 2024. Cost of total revenue increased $4.2 million to $69.4 million for the nine months ended September 30, 2025, as compared to $65.2 million in the same period in 2024.

Gross margin for our Life Sciences Services revenue was 48.8% of services revenue, as compared to 46.2% of services revenue for the nine months ended September 30, 2024. Our cost of revenue is primarily comprised of freight charges, payroll and associated expenses related to our global logistics and supply chain centers, depreciation expenses of our Cryoport Express® Shippers and supplies and consumables used for our solutions.

Gross margin for our Life Sciences Products revenue was 44.6% of products revenue, as compared to 40.5% of products revenue for the nine months ended September 30, 2024. Our cost of products revenue was primarily comprised of materials, direct and indirect labor, inbound freight charges, purchasing and receiving, inspection, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of products revenue.

Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses include the costs associated with selling our products and services and costs required to support our marketing efforts including legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions.

SG&A expenses decreased by $6.2 million, or 7.6%, as compared to the same period in 2024. This decrease was primarily driven by decreases in contingent consideration of $4.5 million, stock compensation of $4.4 million, consulting costs of $1.7 million, acquisition related costs of $0.4 million, and marketing costs of $0.3 million. These decreases were offset by increases in wages and associated employee costs of $2.8 million, and facility and other overhead allocations of $2.3 million.

Engineering and development expenses.Engineering and development expenses decreased by $1.0 million, or 7.2%, for the nine months ended September 30, 2025, as compared to the same period in 2024. The decrease was primarily due to a decrease of $0.5 million in stock compensation, and a $0.5 million decrease in facility and other overhead allocations.

Impairment loss. As a result of the interim impairment assessment performed as of June 30, 2024, the Company recorded an impairment loss of $63.8 million, primarily related to full impairment charge of goodwill related to the MVE Biological Solutions reporting unit.

Investment Income.Investment income decreased by $2.0 million for the nine months ended September 30, 2025, as compared to the prior year.

Interest expense. Interest expense decreased by $1.7 million for the nine months ended September 30, 2025, as compared to the prior year.

Gain on extinguishment of debt, net. During the nine months ended September 30, 2024, the Company repurchased $185.0 million in principal amount of the 2026 Senior Notes for a repurchase price of $163.1 million in cash, plus accrued and unpaid interest, resulting in a net gain of $18.5 million, which is net of the write off of $2.7 million of unamortized debt issuance costs and $0.7 million of transaction costs. There were no repurchases of the 2026 Senior Notes during the nine months ended September 30, 2025.

Other income, net. Other income, net decreased by $1.0 million for the nine months ended September 30, 2025, as compared to the prior year.

Provision for income taxes.The provision for income taxes increased by $0.2 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, resulting in effective tax rates of negative 2.7% and negative 1.0%, respectively. The increase in tax expense and decrease in the effective tax rate for the nine months ended September 30, 2025, as compared to the prior year is primarily due to the impairment loss incurred in the six months ended June 30, 2024, and the allocations to discontinued operations. The effective tax rate of negative 2.7% for the nine months ended September 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to changes in the valuation allowance that we maintain against our deferred tax assets, income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate, and excess tax benefits associated with share-based compensation.

On July 4, 2025, Public Law 119-21, which contains a broad range of tax reform provisions affecting businesses, was signed into law in the U.S. We are evaluating the full effects of the legislation on our estimated annual tax rate and cash tax provision, but we expect that the legislation will not have a material impact on our consolidated financial statements.

Paid-in-kind dividend on Series C convertible preferred stock. The paid-in-kind dividend relates to the private placement of Series C Preferred Stock with Blackstone.

Discontinued operations. Revenue from discontinued operations decreased by $21.4 million, or 39.9%, from $53.5 million to $32.2 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The sale of the CRYOPDP business was completed in the second quarter of 2025, compared to three complete quarters of business activity in the nine months ended September 30, 2024. Income from discontinued operations, net of income tax increased $123.9 million for the nine months ended September 30, 2025, as compared to the same period in 2024, due to the gain on sale of the CRYOPDP business recorded in discontinued operations in the second quarter of 2025.

Non-GAAP Financial Measures

We provide adjusted EBITDA from continuing operations, a non-GAAP financial measure, as a supplemental measure to U.S. GAAP measures regarding our operating performance. Non-GAAP financial measures are not calculated in accordance with U.S. GAAP, are not based on any comprehensive set of accounting rules or principles and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures, including adjusted EBITDA from continuing operations, should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.

Adjusted EBITDA from continuing operations

Adjusted EBITDA from continuing operations is defined as loss from continuing operations adjusted for interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, acquisition and integration costs, cost reduction initiatives, investment income, unrealized gain or loss on investments, foreign currency gain or loss, net gain on extinguishment of debt, impairment loss, changes in fair value of contingent consideration and charges or gains resulting from non-recurring events, as applicable.

Management believes adjusted EBITDA from continuing operations provides a useful measure of our operating results, a meaningful comparison with historical results and with the results of other companies, and insight into our ongoing operating performance. Further, management and our board of directors utilize adjusted EBITDA from continuing operations to gain a better understanding of our comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Adjusted EBITDA from continuing operations is also a significant performance measure used by us in connection with our incentive compensation programs. Management believes adjusted EBITDA from continuing operations, when read in conjunction with our U.S. GAAP financials, is useful to investors because it provides a basis for meaningful period-to-period comparisons of our ongoing operating results, including results of operations, against investor and analyst financial models, identifying trends in our underlying business and performing related trend analyses, and it provides a better understanding of how management plans and measures our underlying business.

A reconciliation of adjusted EBITDA from continuing operations to income (loss) from continuing operations, the most directly comparable U.S. GAAP financial measure, is presented below.

Cryoport, Inc. and Subsidiaries

Adjusted EBITDA Reconciliation

(Unaudited, in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

GAAP income (loss) from continuing operations

$

(6,696)

$

3,920

$

(25,448)

$

(87,535)

Non-GAAP adjustments to income (loss):

Depreciation and amortization expense

6,415

6,041

18,798

17,573

Acquisition and integration costs

38

118

69

652

Cost reduction initiatives

160

397

642

532

Investment income

(3,402)

(3,059)

(6,441)

(8,468)

Unrealized (gain)/loss on investments

(655)

3,535

620

2,593

Foreign currency (gain)/loss

274

(1,621)

2,521

(778)

Interest expense, net

526

882

1,727

3,398

Stock-based compensation expense

2,526

4,056

7,635

12,923

Gain on extinguishment of debt, net

-

(17,326)

-

(18,505)

Impairment loss

-

-

-

63,809

Change in fair value of contingent consideration

-

43

(5,178)

(1,602)

Income taxes

165

316

673

493

Adjusted EBITDA from continuing operations

$

(649)

$

(2,698)

$

(4,382)

$

(14,915)

Liquidity and Capital Resources

As of September 30, 2025, the Company had cash and cash equivalents of $255.8 million, $165.5 million in short-term investments and had working capital of $454.1 million. We expect to continue to incur significant expenses in the foreseeable future and to incur operating losses in the near term while we make investments in new supply chain initiatives, geographic expansion and technology to support our anticipated growth. Historically, we have financed our operations primarily through sales of equity securities and debt instruments. Following the sale of the CRYOPDP business, we also expect to use the net proceeds for general corporate purposes.

The Company's management recognizes that the Company may need to obtain additional capital to fund its operations and potential acquisitions until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company. The Company's management believes that, based on its current plans and assumptions, the current cash and cash equivalents on hand, short-term investments, together with projected cash flows, will satisfy our operational and capital requirements for at least the next twelve months.

Cash flows summary

For the Nine Months Ended September 30,

2025

2024

$ Change

(in thousands)

Operating activities

$

(9,499)

$

(10,843)

$

1,344

Investing activities

250,267

173,336

76,931

Financing activities

(18,921)

(163,543)

144,622

Effect of exchange rate changes on cash and cash equivalents

(11,325)

(631)

(10,694)

Net increase (decrease) in cash and cash equivalents

$

210,522

$

(1,681)

$

212,203

Operating activities

For the nine months ended September 30, 2025, our cash used in operating activities of $9.5 million reflects the net income of $89.9 million offset by non-cash income of $88.0 million primarily comprised of the gain on sale of CRYOPDP of $120.0 million, and a change in contingent consideration of $5.2 million, which was partially offset by $21.4 million of depreciation and amortization, $8.6 million of stock-based compensation, $5.3 million of non-cash operating lease expense, and a loss on available-for-sale investments of

$2.3 million. Also contributing to the cash impact of our net operating loss, excluding non-cash items was an increase in accounts receivable of $7.8 million, a decrease in operating lease liabilities of $4.0 million, a decrease in accounts payable and other accrued expenses of $2.7 million, and an increase in inventories of $2.1 million, which were partially offset by a decrease in prepaid expenses and other current assets of $4.5 million.

Investing activities

Net cash provided by investing activities of $250.3 million during the nine months ended September 30, 2025 was primarily due to the proceeds from the sale of CRYOPDP of $210.2 million and the maturity of short-term investments of $54.6 million, which were partially offset by facility expansions (including leasehold improvements, furniture and equipment) and additional purchases of Cryoport Express® Shippers, Smart Pak IITM Condition Monitoring Systems, freezers and computer equipment for $11.0 million.

Financing activities

Net cash used in financing activities totaled $18.9 million during the nine months ended September 30, 2025, as a result of $14.3 million paid for the repayment of 2025 Senior Notes and $8.0 million paid for the repurchase of common stock, partially offset by proceeds of $4.0 million from the exercise of stock options.

Repurchase Programs

In March 2022, the Company's Board of Directors authorized a repurchase program (the "2022 Repurchase Program") through December 31, 2025, authorizing the repurchase of common stock and/or Convertible Senior Notes in the amount of up to $100.0 million from time to time, on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company's management at its discretion.

In August 2024, the Company's Board of Directors authorized a repurchase program through December 31, 2027, authorizing the repurchase of common stock and/or convertible senior notes in the amount of up to $200.0 million from time to time, on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company's management at its discretion (the "2024 Repurchase Program" and, together with the 2022 Repurchase Program, the "Repurchase Programs"). The authorized amount under the 2024 Repurchase Program was in addition to the 2022 Repurchase Program and did not modify the 2022 Repurchase Program. The size and timing of any repurchases under the Repurchase Programs will depend on a number of factors, including the market price of the Company's common stock, general market and economic conditions, and applicable legal requirements.

In July 2024, May 2024 and September 2023, the Company repurchased $15.0 million, $10.0 million and $31.3 million, respectively, in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $12.9 million, $8.7 million and $25.0 million, respectively, in cash under the 2022 Repurchase Program.

In August 2024, the Company repurchased approximately $160.0 million aggregate principal amount of the 2026 Senior Notes for a repurchase price of $141.6 million, plus accrued and unpaid interest under the 2024 Repurchase Program.

There were no repurchases of the 2026 Senior Notes during the nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company purchased 483,397 and 1,111,614 shares of its common stock under the Repurchase Programs at an average price of $7.73 and $7.18 per share, for an aggregate purchase price of $3.7 and $8.0 million, respectively. These shares were returned to the status of authorized but unissued shares of common stock. All share repurchases were made using cash resources and are reported in the period based on the settlement date of the applicable repurchase. There were no shares repurchased during the nine months ended September 30, 2024.

As of September 30, 2025, the Company has approximately $186.2 million in aggregate principal amount of the 2026 Senior Notes outstanding and has approximately $65.9 million of repurchase authorization available under the Repurchase Programs.

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