Cryoport Inc

Previous wording

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; liquidity and capital resources; projected trends in the market 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.

Current wording

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 “may,” “will,” “should,” “could”, “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” 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; liquidity and capital resources; plans relating to our cost reduction and capital realignment measures and expectation about resulting annual cost savings and financial impact; assumptions relating to the impairment of asset plans relating to any repurchases of our common stock and/or convertible notes; projected trends in the market 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.

Previous wording

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 effect of changing economic and geopolitical conditions, supply chain constraints, inflationary pressures, and the effects of foreign currency fluctuations, trends in the products markets, variations in the Company’s cash flow, market acceptance risks, and technical development risks. These 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. You should, however, review the factors and risks 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, 2023, as filed with the SEC on March 13, 2024 (the “2023 Annual Report”), and those reports filed after the date of this Quarterly Report. Actual results may differ materially from any forward-looking statement due to, among other things, the factors and risks described in our reports filed with the SEC.

Current wording

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. You should, however, review the factors and risks 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, 2023, as filed with the SEC on March 13, 2024 (the “2023 Annual Report”), and those reports filed after the date of this Quarterly Report. Actual results may differ materially from any forward-looking statement due to, among other things, the factors and risks described in our reports filed with the SEC.

Previous wording

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 June 30, 2024 (unaudited) and the consolidated balance sheet as of December 31, 2023 (audited) and the related unaudited condensed consolidated statements of operations, comprehensive loss, and stockholders equity for the three and six months ended June 30, 2024 and 2023, and cash flows for the three and six months ended June 30, 2024 and 2023 and the related notes thereto (see Part I, Item 1. Financial Statements), as well as the audited consolidated financial statements of the Company for years ended December 31, 2023, 2022 and 2021, included in the Company’s 2023 Annual Report.

Current wording

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, 2024 (unaudited) and the consolidated balance sheet as of December 31, 2023 (audited) and the related unaudited condensed consolidated statements of operations, comprehensive loss, and stockholders equity for the three and nine months ended September 30, 2024 and 2023, and cash flows for the three and nine months ended September 30, 2024 and 2023 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, 2023, 2022 and 2021, included in the Company’s 2023 Annual Report.

Previous wording

Cryoport is a global leader in supply chain solutions for cell and gene therapies that enable manufacturers, contract manufacturers, contract research organizations, developers, and researchers to carry out their respective business. We provide a broad array of supply chain solutions for the life sciences industry. Through our platform of critical products and solutions, including advanced temperature-controlled packaging, informatics, specialized bio-logistics services, bio-storage, bioservices, and cryogenic systems, we are “Enabling the Future of MedicineTM*”,* worldwide, through our innovative systems, compliant procedures, and agile approach to superior supply chain management.

Current wording

Cryoport is a global leader in supply chain solutions for cell and gene therapies that enable manufacturers, contract manufacturers, contract research organizations, developers, and researchers to carry out their respective business. We provide a broad array of supply chain solutions for the life sciences industry. Through our platform of critical products and solutions, including advanced temperature-controlled packaging, informatics, specialized bio-logistics services, bio-storage, bio-services, bio-processing, and cryogenic systems, we are “Enabling the Future of MedicineTM*”* worldwide through our innovative systems, compliant procedures, and agile approach to superior supply chain management.

Previous wording

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.

Current wording

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, 2024, we supported 691 clinical trials, of which 79 were in Phase 3, and 17 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.

Previous wording

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 2023 and in the first six months of 2024. 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.

Current wording

impact on gross margins in 2023 and in the first nine months of 2024. 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.

Previous wording

Life Sciences Services revenue increased by $2.8 million, or 8.1%, from $35.2 million to $38.0 million for the three months ended June 30, 2024, as compared to the same period in 2023. This increase was driven by year-over-year growth in our BioLogistics Solutions and BioStorage/BioServices revenue of 7.9% and 10.1%, respectively, demonstrating strong demand for our services offerings. Revenue from the support of commercial cell and gene therapies increased by 50.6% to $6.5 million year over year. We also continued to gain clinical trial market share with Cryoport supporting a total of 684 clinical trials globally at June 30, 2024, of which 76 of these clinical trials were in phase 3, representing an overall increase of 9 clinical trials from 675 clinical trials at year end 2023. Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth.

Current wording

Life Sciences Services revenue increased by $3.3 million, or 9.0%, from $36.0 million to $39.3 million for the three months ended September 30, 2024, as compared to the same period in 2023. This increase was driven by year-over-year growth in our BioLogistics Solutions and BioStorage/BioServices revenue of 8.7% and 12.4%, respectively, demonstrating continuing demand for our services offerings. Revenue from the support of commercial cell and gene therapies decreased by 6.9% to $6.1 million year over year as a result of revenue realized from secondary proprietary packaging sales during the third quarter of 2023. We continued to gain clinical trial market share with Cryoport supporting a total of 691 clinical trials globally at September 30, 2024, of which 79 of these clinical

Previous wording

Life Sciences Product revenues decreased by $2.3 million, or 10.4%, from $21.8 million to $19.6 million for the three months ended June 30, 2024. This was primarily a result of decreased demand for cryogenic systems that commenced during the second quarter of 2023, particularly in China. 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 through a global network of distributors and direct client relationships.

Current wording

Life Sciences Products revenue decreased by $2.7 million, or 13.7%, from $20.1 million to $17.4 million for the three months ended September 30, 2024. This was primarily a result of decreased demand for cryogenic systems in the Americas. 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 through a global network of distributors and direct client relationships.

Previous wording

Gross margin and cost of revenue. Gross margin for the three months ended June 30, 2024 was 43.7% of total revenues, as compared to 43.4% of total revenues for the three months ended June 30, 2023. Cost of total revenues increased $0.1 million to $32.4 million for the three months ended June 30, 2024, as compared to $32.3 million in the same period in 2023.

Current wording

Gross margin and cost of revenue. Gross margin for the three months ended September 30, 2024 was 44.8% of total revenue, as compared to 43.2% of total revenue for the three months ended September 30, 2023. Cost of total revenue decreased $0.6 million to $31.3 million for the three months ended September 30, 2024, as compared to $31.9 million in the same period in 2023.

Previous wording

Gross margin for our service revenues was 44.5% of service revenues, as compared to 43.2% of service revenues for the three months ended June 30, 2023. 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.

Current wording

Gross margin for our Life Sciences Services revenue was 46.0% of services revenue, as compared to 42.2% of services revenue for the three months ended September 30, 2023. This increase was primarily due to operational improvements and cost reduction initiatives. 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.

Previous wording

Gross margin for our Life Sciences Products revenue was 42.2% of product revenues, as compared to 43.7% of product revenues for the three months ended June 30, 2023. 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 revenues.

Current wording

Gross margin for our Life Sciences Products revenue was 42.1% of products revenue, as compared to 44.9% of products revenue for the three months ended September 30, 2023. 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 revenues.

Previous wording

Engineering and development expenses**.** Engineering and development expenses increased by $0.4 million, or 9.0%, for the three months ended June 30, 2024, as compared to the same period in 2023. The increase was primarily due to an increase of $0.4 million in wages and associated employee costs to add software development and engineering resources. 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. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles.

Current wording

Engineering and development expenses**.** Engineering and development expenses decreased by $1.0 million, or 19.3%, for the three months ended September 30, 2024, as compared to the same period in 2023. This decrease was primarily due to a decrease of $0.4 million in development, testing and consulting costs, and a decrease of $0.3 million in subscription fees resulting from the realignment of initiatives and related cost reductions. We continually strive to improve and expand the features of our 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 Cryoport ELITE™ shipper fleets. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles.

Previous wording

Interest expense**.** Interest expense decreased by $0.1 million for the three months ended June 30, 2024, as compared to the prior year.

Current wording

Interest expense**.** Interest expense decreased by $0.5 million for the three months ended September 30, 2024, as compared to the prior year.

Previous wording

Gain on extinguishment of debt, net. In May 2024, the Company repurchased $10.0 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $8.7 million in cash resulting in a net gain of $1.2 million, which includes the write off of $0.2 million of unamortized debt issuance costs.

Current wording

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.

Previous wording

Other income (expense), net. Other income (expense), net decreased by $0.4 million for the three months ended June 30, 2024, as compared to the prior year. This was primarily due a decrease of $0.9 million for foreign currency due to current period losses. These decreases were partially offset by an increase of $0.6 million in short-term investment net unrealized gains.

Current wording

Other income (expense), net. Other income (expense), net increased by $1.4 million for the three months ended September 30, 2024, as compared to the prior year. This was primarily due to an increase of $2.4 million related to foreign currency due to current period net gains. These increases were partially offset by a decrease of $1.2 million in short-term investment net unrealized gains.

Previous wording

Provision for income taxes. The provision for income taxes decreased by $0.5 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, resulting in effective tax rates of negative 0.6% and negative 4.9%, respectively. The decrease in tax expense and increase in the effective tax rate for the six months ended June 30, 2024, as compared to the prior year is primarily due to lower taxable foreign earnings and the impairment loss. The negative effective tax rate of 0.6% for the six months ended June 30, 2024 differed from the U.S. federal statutory rate of 21% primarily due to the impairment loss, 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.

Current wording

Provision for income taxes. The provision for income taxes increased by $0.2 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, resulting in effective tax rates of 44.6% and negative 3.7%, respectively. The increase in tax expense and the increase in the effective tax rate for the three months ended September 30, 2024, as compared to the prior year is primarily due to higher taxable foreign earnings. The effective tax rate of 44.6% for the three months ended September 30, 2024, 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.

Previous wording

Six months ended June 30, 2024 compared to six months ended June 30, 2023:

Current wording

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023:

Previous wording

Life Sciences Services revenue increased by $3.8 million, or 5.3%, from $71.0 million to $74.8 million for the six months ended June 30, 2024, as compared to the same period in 2023. This increase was driven by year-over-year growth in our BioLogistics Solutions and BioStorage/BioServices revenue of 4.9% and 9.6%, respectively, demonstrating strong demand for our services offerings. We also continued to gain clinical trial market share with Cryoport supporting a total of 684 clinical trials globally at June 30, 2024, of which 76 of these clinical trials were in phase 3, representing an overall increase of 9 clinical trials from 675 clinical trials at year end 2023. Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth.

Current wording

Life Sciences Services revenue increased by $7.0 million, or 6.6%, from $107.1 million to $114.1 million for the nine months ended September 30, 2024, as compared to the same period in 2023. This increase was driven by year-over-year growth in our BioLogistics Solutions and BioStorage/BioServices revenue of 6.2% and 10.6%, respectively, demonstrating strong demand for our services offerings. We also continued to gain clinical trial market share with Cryoport supporting a total of 691 clinical trials globally at September 30, 2024, of which 79 of these clinical trials were in phase 3, representing an overall increase of 16 clinical trials from 675 clinical trials at year end 2023. Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth.

Previous wording

Life Sciences Product revenue decreased by $11.4 million, or 23.4%, from $48.8 million to $37.4 million for the six months ended June 30, 2024. This was primarily a result of decreased demand for cryogenic systems that commenced during the second quarter of 2023, particularly in China. 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.

Current wording

Life Sciences Products revenue decreased by $14.2 million, or 20.6%, from $68.9 million to $54.7 million for the nine months ended September 30, 2024. This was a result of an overall decrease in demand for cryogenic systems globally, driven primarily by the APAC region, particularly in China, which commenced during the second quarter of 2023, and the Americas. 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.

Previous wording

Gross margin and cost of revenue. Gross margin for the six months ended June 30, 2024 was 41.9% of total revenues, as compared to 43.2% of total revenues for the six months ended June 30, 2023. Cost of total revenue decreased $2.8 million to $65.2 million for the six months ended June 30, 2024, as compared to $68.0 million in the same period in 2023.

Current wording

Gross margin and cost of revenue. Gross margin for the nine months ended September 30, 2024 was 42.8% of total revenue, as compared to 43.2% of total revenue for the nine months ended September 30, 2023. Cost of total revenue decreased $3.4 million to $96.5 million for the nine months ended September 30, 2024, as compared to $99.9 million in the same period in 2023.

Previous wording

Gross margin for our Life Sciences Services revenue was 42.9% of service revenues, as compared to 45.0% of service revenues for the six months ended June 30, 2023. 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.

Current wording

Gross margin for our Life Sciences Services revenue was 44.0% of services revenue, as compared to 44.1% of services revenue for the nine months ended September 30, 2023. 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.

Previous wording

Gross margin for our Life Sciences Products revenue was 39.7% of product revenues, as compared to 40.7% of product revenues for the six months ended June 30, 2023. 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 revenues.

Current wording

Gross margin for our Life Sciences Products revenue was 40.5% of products revenue, as compared to 41.9% of products revenue for the nine months ended September 30, 2023. 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 revenues.

Previous wording

SG&A expenses increased by $2.2 million, or 3.1% as compared to the same period in 2023. This increase is driven by the further buildout of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions and buildout of new competencies, such as the IntegriCell TM platform, a standardized integrated apheresis collection, cryopreservation and distribution solution for cell therapies for which Cryoport is currently establishing two centers of excellence located in Houston, Texas, U.S. and Liège, Belgium. The IntegriCell TM platform is expected to be launched during the fourth quarter of 2024. Wages and associated employee costs increased $5.4 million from $32.6 million in 2023 to $38.0 million in 2024. Facility and other overhead allocations increased $1.3 million, primarily driven by our facility expansions in Houston, Texas and Morris Plains, New Jersey, depreciation and amortization increased $1.2 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions and the launch of Cryoportal® 2 Logistics Management Platform in May 2023, and restructuring charges increased $0.5 million as a result of cost alignment and reprioritization initiatives. These increases were partially offset by a decrease of $5.0 million in integration and acquisition costs primarily as a result of actively exploring a strategic business opportunity in 2023 that did not occur in the 2024, a decrease of $2.1 million in the change in contingent consideration and a decrease in stock compensation expense of $0.6 million.

Current wording

SG&A expenses increased by $3.9 million, or 3.6% as compared to the same period in 2023. This increase is driven by the further buildout of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions and buildout of new competencies, such as the IntegriCell TM platform, a standardized integrated apheresis collection, cryopreservation and distribution solution for cell therapies. In October 2024, we announced the launch of our new state-of-the-art IntegriCell™ facility within our Houston campus. This offering addresses another critical aspect in optimizing the supply chain for the development and commercialization of cell-based therapies. Wages and associated employee costs increased $7.1 million from $49.3 million in 2023 to $56.4 million in 2024. Depreciation and amortization increased $1.9 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions and the launch of Cryoportal® 2 Logistics Management Platform in May 2023, an increase of $1.0 million as a result of cost alignment and reprioritization initiatives, an increase of $1.0 million related to facility and other overhead allocations and an increase of $0.9 million in public company related expenses (including legal, audit and internal control audit fees). These increases were partially offset by a decrease of $5.4 million in integration and acquisition costs primarily as a result of actively exploring a strategic business opportunity in 2023 that did not occur in 2024, a decrease of $1.6 million in the change in contingent consideration and a decrease in stock compensation expense of $1.5 million.

Previous wording

Engineering and development expenses. Engineering and development expenses increased by $1.3 million, or 15.5%, for the six months ended June 30, 2024, as compared to the same period in 2023. The increase was primarily due to an increase of $1.4 million in wages and associated employee costs to add software development and engineering resources. 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. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles.

Current wording

$0.3 million of development and testing expenses. We continually strive to improve and expand the features of our 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 Cryoport ELITE™ shipper fleets. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles.

Previous wording

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.

Current wording

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.

Previous wording

Investment Income. Investment income increased by $0.3 million, for the six months ended June 30, 2024, as compared to the prior year.

Current wording

Investment Income. Investment income increased by $0.5 million for the nine months ended September 30, 2024, as compared to the prior year.

Previous wording

Interest expense**.** Interest expense increased by $0.3 million for the six months ended June 30, 2024, as compared to the prior year.

Current wording

Interest expense**.** Interest expense increased by $0.7 million for the nine months ended September 30, 2024, as compared to the prior year.

Previous wording

Gain on extinguishment of debt, net. In May 2024, the Company repurchased $10.0 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $8.7 million in cash resulting in a net gain of $1.2 million, which includes the write off of $0.2 million of unamortized debt issuance costs.

Current wording

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.

Previous wording

Other income, net. Other income, net decreased by $3.1 million for the six months ended June 30, 2024, as compared to the prior year. This was primarily due the gain on insurance claim of $2.6 million in 2023 related to the New Prague fire that did not occur in the current year and a decrease of $0.6 million for foreign currency due to current period losses.

Current wording

Other income, net. Other income, net decreased by $1.6 million for the nine months ended September 30, 2024, as compared to the prior year. This was primarily due to the gain on insurance claim of $2.6 million in 2023 related to the New Prague fire that did not occur in the current year and a decrease of $0.9 million for foreign currency due to current period losses.

Previous wording

Provision for income taxes. The provision for income taxes decreased by $0.3 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, resulting in effective tax rates of negative 0.5% and negative 3.6%, respectively. The decrease in tax expense and the increase in the effective tax rate for the three months ended June 30, 2024, as compared to the prior year is primarily due to lower taxable foreign earnings and the impairment loss. The negative effective tax rate of 0.5% for the three months ended June 30, 2024, differed from the U.S. federal statutory rate of 21% primarily due to the impairment loss, 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.

Current wording

Provision for income taxes. The provision for income taxes decreased by $0.4 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, resulting in effective tax rates of negative 1.3% and negative 4.5%, respectively. The decrease in tax expense and increase in the effective tax rate for the nine months ended September 30, 2024, as compared to the prior year is primarily due to the impairment loss and lower foreign taxable earnings for the nine month period. The negative effective tax rate of 1.3% for the nine months ended September 30, 2024 differed from the U.S. federal statutory rate of 21% primarily due to the impairment loss, 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.

Previous wording

Adjusted EBITDA is defined as net loss adjusted for interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, acquisition and integration costs, restructuring costs, investment income, unrealized gain or loss on investments, foreign currency gain or loss, gain on insurance claim, changes in fair value of contingent consideration and charges or gains resulting from non-recurring events.

Current wording

Adjusted EBITDA is defined as net income (loss) 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, gain on insurance claim, 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.

Previous wording

A reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure, is presented below.

Current wording

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

Previous wording

Recent fluctuations in foreign currency exchange rates, including the increased strength of the U.S. dollar against the Euro, Chinese Yuan, Japanese Yen, and Indian Rupee has adversely impacted our results of operations and cash flow from our operations in EMEA and APAC. Our revenue would have been $0.3 million higher in constant currency for the three and six months ended June 30, 2024 and 2023.

Current wording

Changes in foreign currency exchange rates had a favorable impact on our results of operations and cash flow from our operations in EMEA and APAC during the three months ended September 30, 2024. Our revenue would have been $0.1 million lower and in constant currency for the three months ended September 30, 2024.

Previous wording

As of June 30, 2024, the Company had cash and cash equivalents of $46.5 million, $380.7 million in short-term investments and had working capital of $456.3 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.

Current wording

As of September 30, 2024, the Company had cash and cash equivalents of $44.7 million, $228.0 million in short-term investments and had working capital of $288.9 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.

Previous wording

For the six months ended June 30, 2024, our cash used in operating activities of $11.3 million reflects the net loss of $96.9 million offset by non-cash expenses of $89.7 million primarily comprised of $63.8 million impairment loss, $15.0 million of depreciation and amortization, $10.5 million of stock-based compensation, and $2.8 million of non-cash operating lease expense, which was partially offset by a gain on available-for-sale investments of $2.0 million, and a gain on the extinguishment of debt of $1.2 million. Also contributing to the cash impact of our net operating loss, excluding non-cash items was a decrease in accounts payable and other accrued expenses of $2.3 million, a decrease in operating lease liabilities of $2.8 million, an increase in prepaid expenses and other current assets of $1.4 million, and a decrease in net deferred tax (asset) liability of $1.0 million, which were partially offset by a decrease in inventories of $2.4 million, and a decrease in accounts receivable of $1.6 million.

Current wording

For the nine months ended September 30, 2024, our cash used in operating activities of $10.8 million reflects the net loss of $96.1 million offset by non-cash expenses of $91.0 million primarily comprised of $63.8 million impairment loss, $22.9 million of depreciation and amortization, $15.3 million of stock-based compensation, $4.4 million of non-cash operating lease expense, and a loss on available-for-sale investments of $4.0 million, which was partially offset by a gain on the extinguishment of debt of $18.5 million. Also contributing to the cash impact of our net operating loss, excluding non-cash items was a decrease in operating lease liabilities of $4.3 million, a decrease in accounts payable and other accrued expenses of $3.0 million, an increase in accounts receivable of $1.1 million, and a decrease in net deferred tax liability of $0.4 million, which were partially offset by a decrease in inventories of $2.7 million, and a decrease in prepaid expenses and other current assets of $0.5 million.

Previous wording

Net cash provided by investing activities of $19.8 million during the six months ended June 30, 2024 was primarily due to the maturity of short-term investments of $80.2 million which was 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 $7.8 million.

Current wording

Net cash provided by investing activities of $173.3 million during the nine months ended September 30, 2024 was primarily due to the maturity of short-term investments of $240.0 million which was partially offset by purchases of short-term investments of $50.7 million, and 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 $12.0 million.

Previous wording

Net cash used in financing activities totaled $8.3 million during the six months ended June 30, 2024, as a result of $8.7 million paid for the repurchase of 2026 Senior Notes, partially offset by proceeds of $0.6 million from the exercise of stock options.

Current wording

Net cash used in financing activities totaled $163.5 million during the nine months ended September 30, 2024, as a result of $163.8 million paid for the repurchase of 2026 Senior Notes, partially offset by proceeds of $0.6 million from the exercise of stock options.

Previous wording

In August 2024, a repurchase program authorized by the Company’s Board of Directors that authorizes 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 and remains in effect through December 31, 2027 became effective. The size and timing of any repurchase 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.

Current wording

In March 2022, Company’s Board of Directors authorized a 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 (the “2022 Repurchase Program”). The size and timing of any repurchase 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.

Previous wording

In May 2024 and September 2023, the Company repurchased $10.0 million and $31.3 million, respectively, in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $8.7 million and $25.0 million, respectively, in cash. Following these repurchases, approximately $361.2 million principal amount of the 2026 Senior Notes remain outstanding at June 30, 2024.

Current wording

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 Plan.

Previous wording

On March 11, 2022, the Company announced that its board of directors authorized the 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. The size and timing of any repurchase 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. There were no shares repurchased during the six months ended June 30, 2024 and 2023.

Current wording

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, with the 2022 Repurchase Program, the “Repurchase Programs”). The size and timing of any repurchase 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.