10q10k10q10k.net

What changed in Cryoport, Inc.'s 10-K — 2022 vs 2023

vs

Paragraph-level year-over-year comparison of Cryoport, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+281 added−317 removedSource: 10-K (2024-03-13) vs 10-K (2023-02-28)

Top changes in Cryoport, Inc.'s 2023 10-K

281 paragraphs added · 317 removed · 224 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

108 edited+26 added−33 removed122 unchanged
Biggest changeResults Our 2021 Total Emissions, as calculated in the report are as follows: ​ ​ ​ ​ ​ 2021 Total Emissions ​ Emission Type (MT CO 2 -e) Scope 1 Stationary Combustion 447 Scope 1 Mobile Sources 2,016 Scope 1 Refrigeration / AC Equipment 150 Scope 2 Purchased Electricity (Location-Based) 6,988 Total Scope 1 + 2 9,602 MT CO 2 -e Scope 3 Employee Business Travel 32 Scope 3 Waste 110 Total Scope 1, 2, and 3 9,744 MT CO 2 -e ​ 18 Table of Contents The following chart shows the percent of total emissions in 2021 that was contributed by each type of emission quantified in the report: 2021 Carbon Footprint Intensities The following table shows our 2021 carbon footprint intensity in relation to square feet of our facilities, revenue, and employees. ​ ​ ​ ​ Total Scope 1 + 2 Emissions 9,602 MT CO 2 -e Intensity by Square Footage Total Facility Square Footage 555,732 ft 2 Emissions per Square Foot 0.01728 MT CO2-e / ft 2 Intensity by Employee Number of Employees 795 Emissions per Employee 12.08 MT CO2-e / employee Intensity by Revenue Total Revenue $223 million Emissions per $ million Revenue 43.13 MT CO2-e / $ million ​ The following chart shows the intensity of 2021 emissions from stationary combustion and purchased electricity by square foot on for each facility.
Biggest changeThe following charts show the percent of total emissions in 2021 and 2022 that was contributed by each type of emission quantified in the 2021 and 2022 reports: Carbon Footprint Intensities The following table shows our 2021 and 2022 carbon footprint intensities in relation to square feet of our facilities, revenue, and employees as calculated in our 2021 and 2022 reports. ​ 18 Table of Contents ​ 02` 2021 2022 Total Scope 1 + 2 (location-based) Emissions 9,602 MT CO 2 -e 6,231 MT CO 2 -e ​ ​ ​ Intensity by Square Footage Total Facility Square Footage 555,732 ft 2 628,629 ft 2 Emissions per Square Foot 0.01728 MT CO2-e / ft 2 0.009912 MT CO2-e / ft 2 Intensity by Employee ​ ​ Number of Employees 795 1,024 Emissions per Employee 12.08 MT CO2-e / employee 6.08 MT CO2-e / employee Intensity by Revenue ​ ​ Total Revenue $223 million $237.28 million Emissions per $ million Revenue 43.13 MT CO2-e / $ million 26.26 MT CO2-e / $ million ​ ​ Next Steps Cryoport plans to continue to calculate an annual carbon footprint.
It also provides technician log information on the validated cleaning process, recertification process of the unit and its components, and recalibration of the SmartPak ® Condition Monitoring System as being acceptable for its next use. All this traceability is securely stored in our Cryoportal ® Logistics Management System for our clients to access at any time.
It also provides technician log information on the validated cleaning process, recertification process of the unit and its components, and recalibration of the SmartPak ® Condition Monitoring System as being acceptable for its next use. All this traceability information is securely stored in our Cryoportal ® Logistics Management System for our clients to access at any time.
MVE’s three primary manufacturing facilities which are located in Ball Ground, GA, New Prague, MN and Chengdu, China. The acquisition was a vertical integration that, in addition to expanding our footprint to handle the growing demand driven by the growth in the cell and gene therapy market, was intended to further secure our supply of cryogenic systems.
MVE’s three primary manufacturing facilities are located in Ball Ground, GA, New Prague, MN and Chengdu, China. The acquisition was a vertical integration that, in addition to expanding our footprint to handle the growing demand driven by the growth in the cell and gene therapy market, was intended to further secure our supply of cryogenic systems.
Where we have experienced significant difficulty in obtaining these raw materials, we have established alternative global sources or are working with the existing supplier to overcome its deficiency. Patents, Copyrights, Trademarks, and Proprietary Rights To remain competitive, we must develop and maintain protection on the proprietary aspects of our platform of technologies.
Where we have experienced significant difficulty in obtaining these raw materials, we have established alternative global sources or are working with the existing supplier to overcome its deficiency. Patents, Copyrights, Trademarks, and Proprietary Rights To remain competitive, we develop and maintain protection on the proprietary aspects of our platform of technologies.
Prior to that, he held several senior positions, including interim Chief Financial Officer of Xcorporeal, Inc., a publicly traded medical device company, Executive Vice President and Chief Financial Officer of Artemis International Solutions Corporation, a publicly traded software company, Chief Financial Officer and Secretary of Aethlon Medical Inc., a publicly traded medical device company and Vice President of Administration at SAIC, a Fortune 500 company.
Prior to that, he held several senior leadership positions, including interim Chief Financial Officer of Xcorporeal, Inc., a publicly traded medical device company, Executive Vice President and Chief Financial Officer of Artemis International Solutions Corporation, a publicly traded software company, Chief Financial Officer and Secretary of Aethlon Medical Inc., a publicly traded medical device company and Vice President of Administration at SAIC, a Fortune 500 company.
Cryoport strives to have a conflict-free supply chain and is committed to working with its suppliers to increase transparency regarding the origin of minerals contained in its products, including minerals identified as conflict minerals (tin, tungsten, tantalum, and gold), and has adopted a Conflict Minerals Policy, which is available on our website at www.cryoport.com on the “Investor Relations: Corporate Governance” page under the heading “Governance Documents.” Governing Ethically Cryoport recognizes constructive supplier relationships as essential to our ability to meet customer requirements for quality solutions.
Cryoport strives to have a conflict-free supply chain and is committed to working with its suppliers to increase transparency regarding the origin of minerals contained in its products, including minerals identified as conflict minerals (tin, tungsten, tantalum, and gold), and has adopted a Conflict Minerals Policy, which is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” Governing Ethically Cryoport recognizes constructive supplier relationships as essential to our ability to meet customer requirements for quality solutions.
Our officers, directors, and managers are responsible for promoting the principles within the Code and fostering a culture of ethical conduct. We regularly review and update the Code to ensure it remains relevant and available to our global employees.
Our officers, directors, and managers are responsible for promoting the principles within the Code of Ethics and fostering a culture of ethical conduct. We regularly review and update the Code of Ethics to ensure it remains relevant and available to our global employees.
The Code covers a breadth of topics, including conflicts of interest, equal employment opportunity and anti-harassment, environmental compliance and sustainability, insider trading rules, and how to report violations of Company policies.
The Code of Ethics covers a breadth of topics, including conflicts of interest, equal employment opportunity and anti-harassment, environmental compliance and sustainability, insider trading rules, and how to report violations of Company policies.
Additionally, registrations for import are in place for various countries with these requirements. For additional information, see “Part I, Item 1A — Risk Factors—Risks Related to Regulatory and Legal Matters” in this Form 10-K. 15 Table of Contents Environmental, Social and Governance (“ESG”) Program Beginning in 2020 we initiated a formal internal review of our ESG policies, procedures, and performance.
Additionally, registrations for import are in place for various countries with these requirements. For additional information, see “Part I, Item 1A — Risk Factors—Risks Related to Regulatory and Legal Matters” in this Form 10-K. 13 Table of Contents Environmental, Social and Governance (“ESG”) Program Beginning in 2020 we initiated a formal internal review of our ESG policies, procedures, and performance.
Notable elements include, but are not limited to, Good Documentation Practices, Good Manufacturing Practices, Good Distribution Practices, archival processes and procedures, Supplier Controls, and Corrective Action and Preventive Action (CAPA) procedures, to highlight a few examples. 14 Table of Contents Through procedural requirements, Cryoport provides substantial risk-mitigation strategies throughout its full offering of products, systems, and services to support and maintain customer confidence.
Notable elements include, but are not limited to, Good Documentation Practices, Good Manufacturing Practices, Good Distribution Practices, archival processes and procedures, Supplier Controls, and Corrective Action and Preventive Action (CAPA) procedures, to highlight a few examples. 12 Table of Contents Through procedural requirements, Cryoport provides substantial risk-mitigation strategies throughout its full offering of products, systems, and services to support and maintain customer confidence.
Finally, there can be no guarantee that our issued patents or future issued patents, if any, will provide adequate protection from competition. 13 Table of Contents Patents provide some degree of protection for our proprietary technology. However, the pursuit and assertion of patent rights involve complex legal and factual determinations and, therefore, are characterized by significant uncertainty.
Finally, there can be no guarantee that our issued patents or future issued patents, if any, will provide adequate protection from competition. 11 Table of Contents Patents provide some degree of protection for our proprietary technology. However, the pursuit and assertion of patent rights involve complex legal and factual determinations and, therefore, are characterized by significant uncertainty.
Our calculation of the number of intended parents able to have successful cycles resulting the birth of a child is based on the weighted average chance of a live singleton birth per intended egg retrieval across women of all ages of 27.09% as reported in the 2020 Society for Assisted Reproductive Technology (SART) Clinic Summary Report (CSR).
Our calculation of the number of intended parents able to have successful cycles resulting the birth of a child is based on the weighted average chance of a live singleton birth per intended egg retrieval across women of all ages of 27.23% as reported in the 2020 Society for Assisted Reproductive Technology (SART) Clinic Summary Report (CSR).
Our principal executive offices are located at 112 Westwood Place, Suite 350, Brentwood, TN 37027. The telephone number of our principal executive office is (949) 470-2300, and our main corporate website is www.cryoport.com. The information on or that can be accessed through our website is not part of this Form 10-K.
Our principal executive offices are located at 112 Westwood Place, Suite 350, Brentwood, TN 37027. The telephone number of our principal executive office is (949) 470-2300, and our main corporate website is www.cryoportinc.com. The information on or that can be accessed through our website is not part of this Form 10-K.
With the acquisition of CRYOPDP, Cryoport now has increasing control and accountability around distribution which in turn provides better performance and risk management for our clients and their critical therapies. We have been qualified as a trusted temperature-controlled solutions provider for hundreds of life sciences companies, institutions, and governments.
With the acquisition of CRYOPDP, Cryoport has increasing control and accountability around distribution which in turn provides better performance and risk management for our clients and their critical therapies. We have been qualified as a temperature-controlled solutions provider for hundreds of life sciences companies, institutions, and governments.
In April 2022, we acquired Cell&Co BioServices in Clermont-Ferrand, France with additional bioservices operations in Pont-du-Château, France to accelerate the setup of our bioservices capabilities in the EMEA region. Further expansion of the Cryoport Systems’ Global Supply Chain Center Network is expected to include additional sites in the Americas, EMEA and APAC regions.
In April 2022, we acquired Cell&Co BioServices in Clermont-Ferrand, France with additional bioservices operations in Pont-du-Château, France to accelerate the setup of our bioservices capabilities in the EMEA region. Further expansion of the Global Supply Chain Center network is expected to include additional sites in the Americas, EMEA and APAC regions.
These new Cryoport Systems’ Global Supply Chain Centers offer a new and fully integrated approach designed to support cell and gene therapies including comprehensive controlled temperature storage, fulfilment, kit production, secondary packaging, labelling of therapeutic products and GMP raw materials storage along with advanced world class logistics.
These new Global Supply Chain Centers offer a new and fully integrated approach designed to support cell and gene therapies including comprehensive controlled temperature storage, fulfilment, kit production, secondary packaging, labelling of therapeutic products and GMP raw materials storage along with advanced world class logistics.
During the years ended December 31, 2022, 2021 and 2020, no single customer accounted for over 10% of our total revenues.
During the years ended December 31, 2022 and 2021, no single customer accounted for over 10% of our total revenues.
We endeavor to make Cryoport a superior growth workplace with a diverse, inclusive, and equitable environment where all team members have the opportunity to flourish. 20 Table of Contents Diversity, Equity & Inclusion (DEI) We are committed to inclusion, equity, and diverse representation for our employees across our Company.
We endeavor to make Cryoport a superior growth workplace with a diverse, inclusive, and equitable environment where all team members have the opportunity to flourish. 19 Table of Contents Diversity, Equity & Inclusion (DEI) We are committed to inclusion, equity, and diverse representation for our employees across our Company.
Contract Research, Development & Manufacturing Companies - Increasingly, as evidenced by our strategic partnership with Lonza, CRO’s and Contract Development and Manufacturing Organizations (“CDMOs”) are engaging our services exclusively in conjunction with their contract services platform to provide a higher level of service to our mutual client base.
Contract Research, Development & Manufacturing Companies - Increasingly, as evidenced by our strategic partnership with Lonza, CROs and Contract Development and Manufacturing Organizations (“CDMOs”) are engaging our services exclusively in conjunction with their contract services platform to provide a higher level of service to our mutual client base.
They also added redundancies and backup that reduced supply chain risk for our clients. 5 Table of Contents ● In October 2020, we also acquired MVE Biological Solutions (MVE), the global leader providing cryobiological storage and transportation systems for the life sciences industry through its advanced line of cryogenic systems including stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and/or transport of life sciences commodities.
They also added redundancies and backup that reduced supply chain risk for our clients. ● In October 2020, we also acquired MVE Biological Solutions (MVE), the global leader providing cryobiological storage and transportation systems for the life sciences industry through its advanced line of cryogenic systems including stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and/or transport of life sciences commodities.
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.
Additionally, we expect that most will select us as their critical supply chain solutions partner as a result of our work in connection with their respective clinical trials and our long track record of innovation and market responsiveness.
Polar Expres operates logistics centers in Madrid and Barcelona supporting the rapidly growing life sciences market. This acquisition further expanded CRYOPDP’s footprint in the EMEA region. ● In July 2022, we also acquired Cell Matters based in Liège, Belgium, a company with cryobiology expertise, providing cryo-process optimization, cryoprocessing, and cryopreservation solutions to the life sciences industry.
Polar Expres operates logistics centers in Madrid and Barcelona supporting the rapidly growing life sciences market. This acquisition further expanded CRYOPDP’s footprint in the EMEA region. ● In July 2022, we also acquired Cell Matters based in Liège, Belgium, a company with cryobiology expertise, providing cryoprocess optimization, cryoprocessing, and cryopreservation solutions to the life sciences industry.
Through our experience, we know that supply chain processes can have a large impact on temperature sensitive product/commodity conditions. This is especially important for high value, and, at times, irreplaceable commodities for which we provide products and services, whether in support of research, clinical trials or commercial distribution.
Through our experience, we know that supply chain processes can have a large impact on temperature sensitive product/commodity conditions. This is especially important for high value, and, at times, irreplaceable commodities for which we 7 Table of Contents provide products and services, whether in support of research, clinical trials or commercial distribution.
Mr. Stefanovich also served as a member of the Software Advisory Group and an Audit Manager with Price Waterhouse LLP’s (now PricewaterhouseCoopers) hi-tech practice in San Jose, California and Frankfurt, Germany. He received his Master of Business Administration and Engineering from University of Darmstadt, Germany. 26 Table of Contents Mark Sawicki, Ph.D. Dr.
Mr. Stefanovich also served as a member of the Software Advisory Group and an Audit Manager with Price Waterhouse LLP’s (now PricewaterhouseCoopers) hi-tech practice in San Jose, California and Frankfurt, Germany. He received his Master of Business Administration and Engineering from University of Darmstadt, Germany. Mark Sawicki, Ph.D. Dr.
CRYOGENE’s GMP (good manufacturing practices) operation is an FDA audited operation serving all temperature categories of the temperature-controlled supply chain for the life sciences. ● In October 2020, we acquired CRYOPDP, a leading global provider of innovative temperature-controlled logistics solutions for high value, time critical and temperature-sensitive biopharmaceutical/pharmaceuticals.
CRYOGENE’s GMP (good manufacturing practices) operation is an FDA audited operation serving all temperature categories of the temperature-controlled supply chain for the life sciences. 4 Table of Contents ● In October 2020, we acquired CRYOPDP, a leading global provider of innovative temperature-controlled logistics solutions for high value, time critical and temperature-sensitive biopharmaceutical/pharmaceuticals.
Cryoport products are primarily constructed of recyclable aluminum or stainless steel, and we approach the extension of product lifecycles through the following four areas: ● Longevity ● Reparability ● Reusability ● Recyclability 22 Table of Contents We strive for a product base with long use phases to minimize impact associated with production of new product.
Cryoport products are primarily constructed of recyclable aluminum or stainless steel, and we approach the extension of product lifecycles through the following four areas: ● Longevity ● Reparability ● Reusability ● Recyclability We strive for a product base with long use phases to minimize impact associated with production of new product.
Electricity usage was estimated for several company locations based on either (i) square footage using a US average intensity for offices of 13.6 kWh/ft 2 , or (ii) spend data and regional utility rates, depending on what information was available. Utility Estimations.
Electricity usage was estimated for several company locations based on either (i) square footage using a US average intensity for offices of 13.6 kWh/ft 2 , or (ii) spend data and regional utility rates, depending on what information was available. 16 Table of Contents Utility Estimations.
Cryoport has partnered with or targeted organizations like Hire Heroes, Career OneStop, recruiting at Historical Black Colleges, Accounting and Financial Women’s Alliance, and Women in Technology. HR departments in each Cryoport business unit manage HR priorities, including team member career development, engagement, and health and wellness.
Cryoport has partnered with or targeted organizations like Hire Heroes, Career OneStop, recruiting at Historical Black Colleges, Accounting and Financial Women’s Alliance, and Women in Technology. Human Resources (“HR”) departments in each Cryoport business unit manage HR priorities, including team member career development, engagement, and health and wellness.
MVE’s clients include cell and gene therapy, medical laboratories, biotech/pharmaceutical research facilities, blood and tissue banks, animal breeders, academic institutions, veterinary laboratories, large-scale biorepositories, fertility clinics, government agencies, and other institutions. ● In April 2021 and May 2021, we acquired Critical Transport Solutions Australia (CTSA) in Australia and F-airGate in Belgium, respectively, to further enhance CRYOPDP’s existing global temperature-controlled logistics capabilities in the APAC and EMEA regions. ● In April 2022, we acquired Cell&Co BioServices in Clermont-Ferrand, France with additional operations in Pont-du-Château, France to further enhance our existing global temperature-controlled supply chain capabilities.
MVE’s clients include cell and gene therapy, medical laboratories, biotech/pharmaceutical research facilities, blood and tissue banks, animal breeders, academic institutions, veterinary laboratories, large-scale biorepositories, fertility clinics, government agencies, and other institutions. ● In April 2021 and May 2021, we acquired Critical Transport Solutions Australia (CTSA) in Australia and F-airGate in Belgium, respectively, to further enhance CRYOPDP’s existing global temperature-controlled logistics capabilities in the APAC (Asia Pacific) and EMEA (Europe, the Middle East and Africa) regions. ● In April 2022, we acquired Cell&Co BioServices in Clermont-Ferrand, France with additional operations in Pont-du-Château, France to further enhance our existing global temperature-controlled supply chain capabilities.
Code of Ethics Our Code of Ethical Business Conduct applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer and is available on our website at www.cryoport.com on the “Investor Relations: Corporate Governance” page under the heading “Governance Documents.” The Cryoport Code of Ethical Business Conduct serves as the foundation of our corporate integrity and compliance program.
Code of Ethics Our Code of Ethical Business Conduct (the “Code of Ethics”) applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer and is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” The Code of Ethics serves as the foundation of our corporate integrity and compliance program.
This acquisition is tied to Cryoport Systems’ new initiative to establish standardized, integrated apheresis collection, processing, biostorage, and distribution solutions for cellular therapies.
This acquisition is tied to Cryoport Systems’ initiative to establish standardized, integrated apheresis processing, biostorage, and distribution solutions for cellular therapies.
We routinely update the language in our policies, and how we present information, to ensure our employees understand the risks they face in their jobs, and steps they can take to mitigate those risks and report potential problems. Our commitment to human rights is an important part of our Code of Ethical Business Conduct.
We routinely update the language in our policies, and how we present information, to ensure our employees understand the risks they face in their jobs, and steps they can take to mitigate those risks and report potential problems. Our commitment to human rights is an important part of the Code of Ethics.
In addition, Cryoport also supports the animal health market and the human reproductive market on a global basis with its advanced supply chain platform. The animal health market is mainly composed of supporting animal husbandry, as well as companion and recreation animal health. The human reproductive market is largely composed of In-Vitro Fertilization (IVF) support for patients and clinics.
In addition, Cryoport also supports the animal health market and the human reproductive market on a global basis with its advanced supply chain platform. The animal health market is composed of supporting animal husbandry and companion and recreation animal health. The human reproductive market is largely composed of In-Vitro Fertilization (IVF) support for patients and fertility clinics.
Sawicki has authored a dozen scientific publications in drug discovery with a focus on oncology and immunology. Available Information Our main corporate website address is www.cryoport.com . The information on or that can be accessed through our website is not part of this Form 10-K.
Sawicki has authored a dozen scientific publications in drug discovery with a focus on oncology and immunology. 25 Table of Contents Available Information Our main corporate website address is www.cryoportinc.com . The information on or that can be accessed through our website is not part of this Form 10-K.
Cryoport Express ® Shippers meet IATA requirements for transport, including Class 6.2 infectious substances, are also ISTA “Transit Tested” certified and carry the CE (“Conformité Européenne”) mark demonstrating conformance with European Union (“EU”) health, safety, and environmental protection standards.
Cryoport Express ® Shippers meet IATA (International Air Transport Association) requirements for transport, including Class 6.2 infectious substances, are also ISTA (International Safe Transit Association) “Transit Tested” certified and carry the CE (“Conformité Européenne”) mark demonstrating conformance with European Union (“EU”) health, safety, and environmental protection standards.
With 48 strategic international locations, Cryoport’s global platform provides mission-critical solutions to over 3,000 customers working in biopharma/pharma, animal health, and reproductive medicine companies, universities, research institutions, and government agencies.
With over 50 strategic international locations in 17 countries, Cryoport’s global platform provides mission-critical solutions to over 3,000 customers working with biopharma/pharma, animal health, and reproductive medicine companies, universities, research institutions, and government agencies.
Our platform of solutions and services together with our global team of over 1,000 dedicated colleagues delivers a unique combination of innovative supply chain technologies and services through our industry-leading brands, including Cryoport Systems, IntegriCell TM , CryoStork ® , MVE Biological Solutions, CRYOPDP, and CRYOGENE.
Our platform of solutions and services together with our global team of over 1,100 dedicated colleagues delivers a unique combination of innovative supply chain technologies and services through our industry-leading brands, including Cryoport Systems, MVE Biological Solutions, CRYOPDP, and CRYOGENE.
Further, the Company does not conduct lobbying activities. Supplier Management Temperature-controlled supply chain support to the life sciences industry is critical to all that Cryoport does; therefore, we take an active approach to managing suppliers and partners to ensure that appropriate compliance, health, safety, labor practices, and ethical standards are employed.
Supplier Management Temperature-controlled supply chain support to the life sciences industry is critical to all that Cryoport does; therefore, we take an active approach to managing suppliers and partners to ensure that appropriate compliance, health, safety, labor practices, and ethical standards are employed.
Our geographical revenues, by origin, for the years ended December 31, 2022, 2021 and 2020, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Americas 54.0 % 54.0 % 63.0 % Europe, the Middle East and Africa (EMEA) 28.2 % 26.7 % 25.8 % Asia Pacific (APAC) 17.8 % 19.3 % 11.2 % ​ 10 Table of Contents Customer types Our major customer types include: Clinical Trials - Every pharmaceutical or biopharma company developing a new drug or therapy must seek development protocol approval by regulatory bodies, e.g., the FDA or EMA.
Our geographical revenues, by origin, for the years ended December 31, 2023, 2022 and 2021, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Americas 54.5 % 54.0 % 54.0 % Europe, the Middle East and Africa (EMEA) 26.1 % 28.2 % 26.7 % Asia Pacific (APAC) 19.4 % 17.8 % 19.3 % ​ Customer types Our major customer types include: Clinical Trials - Every pharmaceutical or biopharma company developing a new drug or therapy must seek development protocol approval by regulatory bodies, e.g., the FDA or EMA.
We also use “off-the-shelf” products, which we may modify to meet our requirements. For some components, there are relatively few alternate sources of supply and the establishment of additional or replacement suppliers may or may not be accomplished immediately. When this occurs, we endeavor to mitigate risk by locating an alternative qualified supplier and, as appropriate, increasing our inventory level.
For some components, there are relatively few alternate sources of supply and the establishment of additional or replacement suppliers may or may not be accomplished immediately. When this occurs, we endeavor to mitigate risk by locating an alternative qualified supplier and, as appropriate, increasing our inventory level.
As with any projections or estimates, actual results or numbers may vary based upon factors such as variations in processes and operations, availability and quality of data, and methodologies used for measurement and estimation. Changes to emission estimates may occur if updated data or emission methodologies become available.
Assumptions We used various assumptions to quantify GHG emissions in the report. As with any projections or estimates, actual results or numbers may vary based upon factors such as variations in processes and operations, availability and quality of data, and methodologies used for measurement and estimation. Changes to emission estimates may occur if updated data or emission methodologies become available.
Supporting Our People (end of December 31, 2022) ● Total Headcount: 1,024 (Full-Time 960, Part-Time 8, Contingent 56) ● Languages Spoken: 18 ● Countries: 17 ● Average Years of Service: 5.32 Years Cryoport’s global team of employees are our most valuable resource, from our teams on the front line in our global supply chain and logistics centers, to our manufacturing operations, to our business development personnel, to the engineers who design our products and services, to our quality assurance and regulatory teams that assure the safety, quality, compliance, and integrity of our products.
Supporting Our People (December 31, 2023) ● Total Headcount: 1,170 (Full-Time 1,019, Part-Time 11, Contingent 140) ● Languages Spoken: 20 ● Countries: 17 ● Average Years of Service: 5.33 Years Cryoport’s global team of employees are our most valuable resource, from our teams on the front line in our global supply chain and logistics centers, to our manufacturing operations, to our business development personnel, to the engineers who design our products and services, to our quality assurance and regulatory teams that assure the safety, quality, compliance, and integrity of our products.
The following summarizes that report. 16 Table of Contents Summary of our 2021 GHG Emissions Report Methodology We used the World Resource Institute’s Greenhouse Gas Protocol - Corporate Accounting and Reporting Standard (Revised Edition) to calculate the company’s GHG emissions. The standard provides accounting tools to measure, manage, and report on GHG emissions.
Summary of our 2022 GHG Emissions Report Methodology We used the World Resource Institute’s Greenhouse Gas Protocol - Corporate Accounting and Reporting Standard (Revised Edition) to calculate the company’s GHG emissions. The standard provides accounting tools to measure, manage, and report on GHG emissions.
As we proceeded on our ESG endeavor in 2022, our initial key focus was on Green House Gas (GHG) Emissions. GHG emissions were the foremost priority identified in our Materiality Matrix and represent a clear global significance for companies, consumers, and other stakeholders.
In 2022, our initial key focus was on Greenhouse Gas (GHG) Emissions. GHG emissions were the foremost priority identified in our Materiality Matrix and represent a clear global significance for companies, consumers, and other stakeholders.
To understand and improve our safety performance, we evaluate our operational performance across a variety of indicators—including lost-time-injury rate (LTIR)—on a daily basis. In FY22, our LTIR was 1.23, a decrease of 47.7% compared to FY21.
To understand and improve our safety performance, we evaluate our operational performance across a variety of indicators—including lost-time-injury rate (LTIR)—on a daily basis. In 2023, our LTIR was 1.79, compared to 1.23 in 2022.
This increase of over 177 employees compared to December 31, 2021 is, primarily as a result of the further build out of our global organization, both organically and through acquisitions, to support our expanded solutions offering and the expected growth in the markets we serve. We anticipate hiring additional personnel as required to support our global growth strategy.
This increase of over 146 employees compared to December 31, 2022 is, primarily as a result of the further build out of our global organization, both organically and through acquisitions, to support our expanded solutions offering and the expected growth in the markets we serve.
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 December 31, 2022, we supported 654 clinical trials, of which 79 were in Phase 3, and ten (10) commercial therapies.
Over the last several years, we have grown to become a leader in supporting the clinical trials and commercial launches of cell & gene therapies globally. As of December 31, 2023, we supported 675 clinical trials, of which 82 were in Phase 3, and 12 commercial therapies.
We rely on a combination of patents, copyrights, trademarks, trade secret laws and confidentiality agreements to protect our intellectual property rights. We file patent applications to protect innovations arising from our research, development and design. We currently own approximately 60 issued patents and have more than 100 pending patent applications throughout the world.
We rely on a combination of patents, copyrights, trademarks, trade secret laws and confidentiality agreements to protect our intellectual property rights. We file patent applications to protect innovations arising from our research, development and design. As of December 31, 2023, we owned approximately 65 issued patents and have more than 120 pending patent applications throughout the world.
Our policies are clearly defined, published in local languages where applicable, and include guidance on topics including, but not limited to: ● Corruption ● Anti-Trust and Anti-Competitive Behavior ● Insider Dealings ● Gifts ● Bribes (e.g., explicit prohibition of facilitation payments) ● Conflicts of Interest ● Intellectual Property ● Compliance ● Truthful and accurate reporting ● Interactions with Healthcare professionals ● Whistleblower protections (including non-retaliation) Political Activity and Contributions (e.g., explicit prohibition of contribution of any kind to any candidate or political party without express prior approval of the Board of Directors – this covers both direct contributions and indirection support; no political contributions have been made in recent years).
Our policies are clearly defined, published in local languages where applicable, and include guidance on topics including, but not limited to: ● Corruption ● Anti-Trust and Anti-Competitive Behavior ● Insider Dealings ● Gifts ● Bribes (e.g., explicit prohibition of facilitation payments) ● Conflicts of Interest ● Intellectual Property ● Compliance ● Truthful and accurate reporting ● Interactions with Healthcare professionals ● Whistleblower protections (including non-retaliation) ● Political Activity and Contributions (e.g., explicit prohibition of contribution of any kind to any candidate or political party without express prior approval of the Board of Directors – this covers both direct contributions and indirection support; no political contributions have been made in recent years) In addition to our Code of Conduct, our senior leadership team actively oversees the governance of our ethics programs to help ensure that commitment is driven from the top down, and that program owners are accountable for successful program compliance.
Customers and Distribution As a result of growing globalization in cell and gene therapy (regenerative medicine), biologics, biopharma, biotechnology, clinical trials, distribution of biopharmaceutical products, animal health and reproductive medicine, the requirement for effective and reliable solutions for keeping clinical samples, pharmaceutical products and other specimen at controlled temperatures requires more sophisticated supply chain solutions in areas such as distribution, complex shipping routes, extended shipping times, potential custom delays, general logistics challenges, biostorage, etc.
The Company and its chief operating decision maker view the Company’s operations and manage its business in one operating segment. ​ Customers and Distribution As a result of growing globalization in cell and gene therapy (regenerative medicine), biologics, biopharma, biotechnology, clinical trials, distribution of biopharmaceutical products, animal health and reproductive medicine, the requirement for effective and reliable solutions for keeping clinical samples, pharmaceutical products and other specimens at controlled temperatures requires more 8 Table of Contents sophisticated supply chain solutions in areas such as distribution, complex shipping routes, extended shipping times, potential custom delays, general logistics challenges, biostorage, etc.
Employee Health & Safety Safety is a priority in every aspect of our business. Across our companies, we are committed to making our workplaces and communities safer for our employees, customers, and the public. Our corporate philosophy is embedded in our day-to-day work through rigorous policies and continual education.
Across our companies, we are committed to making our workplaces and communities safer for our employees, customers, and the public. Our corporate philosophy is embedded in our day-to-day work through rigorous policies and continual education.
The ELITE ™ shipper platform will be launched during the first quarter of 2023. 7 Table of Contents ● Cryoport ELITE ™ Cryosphere ™ Shipper - The second product in the new high-performance line of Cryoport ELITE™ Shippers is the Cryosphere™, which is a revolutionary gravitationally stabilized shipper that is the most advanced cryogenic shipper to support the cell and gene therapy and other life sciences markets.
The ELITE ™ shipper platform was launched during the second quarter of 2023. ● Cryoport ELITE ™ Cryosphere ™ Shipper - The second product in the new high-performance line of Cryoport ELITE™ Shippers is the Cryosphere™, which is a gravitationally stabilized shipper to support the cell and gene therapy and other life sciences markets.
At our MVE Biological Solutions production facility, we manufacture cryogenic freezer units that utilize 1/587 of the energy used by conventional mechanical freezers used for similar applications. For example, our freezer production displaced annual electricity consumption by 166,255,209 kWh from what would otherwise be consumed from alternative products.
At our MVE Biological Solutions production facility, in 2023, we manufactured cryogenic freezer units that we estimate utilize approximately 1/1865 of the energy used by conventional mechanical freezers used for similar applications. For example, our freezer production displaced annual electricity consumption by 183,225,534 kWh from what would otherwise be consumed from alternative products.
Fertility Clinics and IVF - Maintaining cryogenic temperatures during shipping and transfer of In Vitro Fertilization (IVF) specimens like eggs, sperm, or embryos is critical for cell integrity to retain viability, stabilize the cells, and ensure reproducible results and successful IVF treatment. We believe that Cryoport Systems solutions for reproductive medicine are very compelling and well received.
Fertility Clinics and IVF - Maintaining cryogenic temperatures during shipping and transfer of In Vitro Fertilization (IVF) specimens like eggs, sperm, or embryos is critical for cell integrity to retain viability, stabilize the cells, and ensure reproducible results and successful IVF treatment.
In allogeneic cell therapies, the donor is a different person than the recipient of the cells. Autologous cell therapy is a personalized therapeutic intervention that uses an individual’s cells, which are cultured and expanded outside the body, and reintroduced into the individual.
Autologous cell therapy is a personalized therapeutic intervention that uses an individual’s cells, which are cultured and expanded outside the body, and reintroduced into the individual.
Organizational Boundary The reporting boundary for the purposes of the report is Cryoport, Inc. and its consolidated subsidiaries, which includes our four business units (MVE, Cryoport Systems, CRYOPDP and Cryogene) that was comprised of 41 facility locations across 13 countries (United States, China, Netherlands, Portugal, France, Belgium, United Kingdom, Poland, Germany, Singapore, India, South Korea, Australia) in 2021.
Organizational Boundary The reporting boundary for the purposes of the report is Cryoport, Inc. and its consolidated subsidiaries, which includes five business units (MVE, Cryoport Systems, CRYOPDP, Cryogene and Cell & Co.) and 56 facility locations across 16 countries (United States, China, Netherlands, Portugal, France, Belgium, United Kingdom, Poland, Germany, Singapore, India, South Korea, Australia, Spain, Ireland, and Japan) in 2022.
Cryoport Societal and Environmental Impact Statements Examples of some of our positive societal and environmental impacts for 2022 include the following: Pathways Impacts 2022 Outcomes Cryoport Systems / CRYOPDP Access for Patients 13,718 additional patients were able to receive therapies over past 24 months CryoStork ® Patient Success & Satisfaction 1,641 Intended Parents able to have successful cycles resulting in the birth of a child MVE Biological Solutions Energy Saved 166,225,209 kWh annual energy reduction, or 136,733,034 pounds of GHG emissions avoided CRYOGENE Energy Saved 1,398,686 pounds of GHG emissions avoided due to renewable energy generation ​ Our positive impacts for 2022 were based on the following: Access to Patients.
We prohibit the trafficking of persons for any purpose and trafficking-related activities, and we expect the same from our suppliers and vendors. 23 Table of Contents Cryoport Societal and Environmental Impact Statements Examples of some of our positive societal and environmental impacts for 2022 and 2023 include the following: Pathway Impacts 2022 Outcomes 2023 Outcomes Cryoport Systems / CRYOPDP Access for Patients 13,718 additional patients were able to receive therapies over past 24 months 19,758 additional patients were able to receive therapies over past 24 months CryoStork ® Patient Success & Satisfaction 1,641 Intended Parents able to have successful cycles resulting in the birth of a child 1,952 Intended Parents able to have successful cycles resulting in the birth of a child MVE Biological Solutions Energy Saved 166,225,209 kWh annual energy reduction, equating to 136,733,034 pounds of GHG emissions avoided 183,225,534 kWh annual energy reduction, equating to 51,610,701 pounds of GHG emissions avoided CryoGene Energy Saved 1,398,686 pounds of GHG emissions avoided due to renewable energy generation 1,869,763 pounds of GHG emissions avoided due to renewable energy generation ​ Our positive impacts for 2022 and 2023 were based on the following: Access to Patients.
The addition of these facilities and services provides for our clients’ increasing need for comprehensive and integrated solutions offerings and the expected growth in the global biostorage and bioservices markets, which are driven by the acceleration of clinical trials and the commercialization of regenerative medicine therapies on a global basis.
The addition of these facilities and services are expected to address our clients’ increasing need for comprehensive and integrated solutions offerings and the expected growth in the global biostorage and bioservices markets, which are driven by the acceleration of clinical trials and the commercialization of regenerative medicine therapies on a global basis. 6 Table of Contents CRYOGENE - provides unparalleled solutions for the provision of pre-clinical temperature-controlled biological materials management services to the life sciences industry.
University and Health Center Research Facilities - Research is conducted globally at major universities and health centers and is often done in collaboration with others which requires using Cryoport Express ® Shippers, CRYOPDP, and/or CRYOGENE services.
University and Health Center Research Facilities - Research is conducted globally at major universities and health centers and is often done in collaboration with others which requires using Cryoport Express ® Shippers, CRYOPDP, and/or CRYOGENE services. Our broad line of products and services provide solutions tailored to these institutions and individual researchers.
Cryoportal ® 2.0 is complemented by CRYOPDP’s recently released UnITy ™ Transportation Management System. UnITy ™ provides functionalities in addition to transport management that include warehousing management, quality management, customer experience portal, mobile apps for track and trace during transport and storage as well as integration with transportation agents and business partners.
UnITy ™ provides functionalities in addition to transport management that include warehousing management, quality management, customer experience portal, mobile apps for track and trace during transport and storage as well as integration with 10 Table of Contents transportation agents and business partners.
Companies participating in the foregoing fields rely on temperature-controlled storage and transport of specimens in connection with their research and development efforts, for which our suite of global temperature-controlled supply chain solutions are ideally suited. Cell Therapy Companies - Rapid advancements are underway in the research and development of cell-based therapies, which involve cellular material being infused into a patient.
Companies participating in the foregoing fields rely on temperature-controlled storage and transport of specimens in connection with their research and development efforts, for which our suite of global temperature-controlled supply chain solutions are ideally suited.
Our liquid nitrogen dry vapor Cryoport Express ® Shippers utilize an innovative application of ‘dry vapor’ liquid nitrogen technology and, most often, include a SmartPak™ Condition Monitoring System.
The Cryoport Express ® Shippers are precision-engineered assemblies that are reliable, cost-effective, and reusable or recyclable. Our liquid nitrogen dry vapor Cryoport Express ® Shippers utilize an innovative application of ‘dry vapor’ liquid nitrogen technology and, most often, include a SmartPak™ Condition Monitoring System.
The Markets We Serve Cryoport serves the life sciences industry as a trusted provider of integrated temperature-controlled supply chain solutions supporting the biopharma/pharma, animal health, and reproductive medicine markets. 4 Table of Contents Biopharma/Pharma . In the biopharma/pharma market, we are focused on supporting biopharma/pharma companies, primarily, in the saving of lives.
The Markets We Serve Cryoport serves the life sciences industry as a provider of integrated temperature-controlled supply chain solutions supporting the biopharma/pharma, animal health, and reproductive medicine markets.
This is especially the case for the new therapies being developed in the regenerative medicine market, such as autologous and allogeneic CAR T-cell therapies, that require tightly controlled temperatures through the development, biostorage, transportation, and delivery processes to maintain efficacy and safety.
This is especially the case for the new therapies being developed in the regenerative medicine market, such as autologous and allogeneic cell therapies and gene therapies, that require tightly controlled temperatures through the development, biostorage, transportation, and delivery processes to maintain efficacy and safety. During the year ended December 31, 2023, one customer accounted for 10.5% of our total revenues.
Our marketing teams design and implement targeted digital campaigns to support our commercial strategy and promote our innovative portfolio of solutions and capabilities. Our marketing initiatives are designed to drive our business development, program management, consulting, other related activities and increase awareness of our advanced temperature-controlled supply chain solutions.
Our marketing initiatives are designed to drive our business development, program management, consulting, other related activities and increase awareness of our advanced temperature-controlled supply chain solutions.
Every new hire is introduced to the Code through training and orientation. 24 Table of Contents We develop and update these policies when we identify a need for employee clarification, the emergence of new laws or regulations, or other external factors.
We develop and update these policies when we identify a need for employee clarification, the emergence of new laws or regulations, or other external factors.
As of December 2022, women represented a total of approximately 31% of all employees, 27% of all managers, 37% of all directors, and 17% of all senior leadership positions (Vice President and above).
As of December 2023, women represented a total of approximately 33% of all employees, 29% of all managers, 36% of all directors, and 20% of all senior leadership positions (Vice President and above).
We strive for a product base that is of the highest quality and with long use phases to minimize impact associated with production of new product, and Cryoport reviews opportunities to eliminate materials of concern and related managed waste streams on a regular cadence. 21 Table of Contents Product & Service Quality As a temperature-controlled supply chain provider to the life sciences industry, Cryoport must comply with the safe transportation of regulated hazardous materials.
We strive for a product base that is of the highest quality and with long use phases to minimize impact associated with production of new product, and Cryoport reviews opportunities to eliminate materials of concern and related managed waste streams on a regular cadence.
When a matter is reported to a manager or Human Resources, the concern is reviewed to determine whether it should be escalated to the Legal department. The legal department also has criteria for further escalation, if necessary, to legal department management.
When a matter is reported to a manager or our HR department, the concern is reviewed to determine whether it should be escalated to the legal department. The legal department also has criteria for further escalation, if necessary, to legal department management. Every new hire is introduced to the Code of Ethics through training and orientation.
Corporate History and Structure We are a Nevada corporation originally incorporated under the name G.T.5-Limited (“GT5”) on May 25, 1990. In connection with a Share Exchange Agreement in March 2005, we changed our name to Cryoport, Inc. and acquired all of the issued and outstanding shares of common stock of Cryoport Systems, Inc., a California corporation.
In connection with a Share Exchange Agreement in March 2005, we changed our name to Cryoport, Inc. and acquired all of the issued and outstanding shares of common stock of Cryoport Systems, Inc., a California corporation.
Our compensation programs and practices are designed to attract new employees, motivate, and reward performance, drive growth and support retention. Compensation at Cryoport includes base wages and generally includes an incentive opportunity through cash bonus, equity stock options and/or restricted stock units. More than 99% of our employees participate in our incentive programs.
Our compensation programs and practices are designed to attract new employees, motivate, and reward performance, drive growth and support retention. Compensation at Cryoport includes base wages and generally includes incentive opportunities such as restricted stock units, equity stock options, and/or cash bonuses. Employee Health & Safety Safety is a priority in every aspect of our business.
Acquisitions We have further extended our solutions, capabilities, and global logistics network through the following acquisitions: ● In May 2019, we acquired Cryogene Labs (CRYOGENE), which is today an expanding state-of-the-art temperature-controlled biostorage solutions business strategically located in Houston, Texas.
Acquisitions Over the last five years we have extended our supply chain solutions for the life sciences through the following acquisitions: ● In May 2019, we acquired Cryogene Labs (CRYOGENE), which is today a state-of-the-art temperature-controlled biostorage solutions business strategically located in Houston, Texas.
The following are some primary assumptions or estimates that we made in the report: Stationary Combustion – Natural Gas. Natural gas usage for heating was estimated for several company locations based on either (i) square footage using a.
The following are some primary assumptions or estimates that we made in the 2022 report: Stationary Combustion – Natural Gas. Natural gas usage for heating was estimated for several company locations based on spend data and regional utility rates. Mobile Sources – Vehicle Fuel Consumption.
Conducting an annual carbon footprint not only allows Cryoport to track changes (i.e., increases or reductions in emissions, fuel usage, or energy usage by facility), but will also be helpful in ultimately setting emission reduction targets. We are also considering focusing on another topic within our materiality matrix (e.g., resource efficiency) to further the company’s ESG journey.
Conducting an annual carbon footprint not only allows Cryoport to track changes (i.e., increases or reductions in emissions, fuel usage, or energy usage by facility) and refine our processes and procedures used to estimate our carbon footprint, but will also be helpful in ultimately setting emission reduction targets.
The intent of the materiality assessment was to understand what ESG topics were important to our key stakeholders, to take into consideration Cryoport’s business strategy development, and to understand Cryoport’s global internal priorities. There were three key activities for this phase of the process: Benchmarking against peer companies, ratings received from ISS, MSCI, and Sustainalytics, and interviews with key stakeholders.
The intent of the materiality assessment was to understand what ESG topics were important to our key stakeholders, to take into consideration Cryoport’s business strategy development, and to understand Cryoport’s global internal priorities.
We continue to have flexible working arrangements, including telecommuting and part time arrangements, to maintain a safe working environment for our employees throughout the COVID-19 pandemic. Innovating Responsibility Cryoport recognizes the role we play in protecting the health and safety of current and future generations through services and solutions that promote sustainability, resilience, and respect for the environment.
Innovating Responsibility Cryoport recognizes the role we play in protecting the health and safety of current and future generations through services and solutions that promote sustainability, resilience, and respect for the environment.
Customer service personnel, sales staff and other resources would then be utilized in reaching all distributors and direct end users. Results of recalls are evaluated daily until the recall is closed. There were no product recalls during 2022. Product Lifecycle Management Cryoport creates unique products with long-term use in mind.
Results of recalls are evaluated daily until the recall is closed. There were no product recalls during 2023. Product Lifecycle Management Cryoport creates unique products with long-term use in mind.
Cryoport engaged an ESG advisor upon completion of our Sustainability Strategy to assist in creating a report of our estimated global GHG emissions during 2021.
In 2022, Cryoport engaged an ESG advisor to assist in creating a report of our estimated global GHG emissions during 2021. 14 Table of Contents In 2023, Cryoport again engaged an ESG advisor to assist in creating a report of our estimated global GHG emissions during 2022. The following summarizes that report.
The MVE Fusion ® can operate as a stand-alone unit, requiring no on-going liquid nitrogen supply or connection to an 8 Table of Contents external liquid nitrogen source.
MVE Biological Solutions ● MVE Biological Solutions’ Fusion ® Cryogenic System - is the world’s first and only self-sustaining cryogenic freezer . The MVE Fusion ® can operate as a stand-alone unit, requiring no on-going liquid nitrogen supply or connection to an external liquid nitrogen source.
While rare, recalls of product may become necessary. The primary responsibility for recall management lies with our Vice President of Quality Assurance and Regulatory Affairs for manufacturing. The executive staff is involved in decision and implementation processes depending upon the specifics of any recall required.
The primary responsibility for recall management lies with our Vice President of Quality Assurance and Regulatory Affairs for manufacturing. The executive staff is involved in decision and implementation processes depending upon the specifics of any recall required. Customer service personnel, sales staff and other resources would then be utilized in reaching all distributors and direct end users.

… 87 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

39 edited+10 added−7 removed150 unchanged
Biggest changeOur future results could be harmed by a variety of factors, including: ● changes in foreign currency exchange rates, exchange controls and currency restrictions; ● changes in a specific country’s or region’s political, social or economic conditions; ● political, economic and social instability, including acts of war, such as the ongoing war between Russia and Ukraine, as well as continued and any new sanctions against Russia, as further described below; ● outbreak of disease or illness, such as COVID-19, in any of the countries in which we sell our products or in which we or our suppliers operate; ● tariffs, other trade protection measures, and import or export licensing requirements; ● potentially negative consequences from changes in U.S. and international tax laws; ● difficulty in staffing and managing geographically widespread operations; ● changes in customer spending due to the increased economic uncertainties and the disruption in the capital markets; ● requirements relating to withholding taxes on remittances and other payments by subsidiaries; ● restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; ● restrictions on our ability to repatriate dividends from our foreign subsidiaries; ● difficulty in collecting international accounts receivable; ● difficulty in enforcement of contractual obligations under non-U.S. law; ● transportation delays or interruptions; and ● changes in regulatory requirements including as it relates to protection of our intellectual property. 27 Table of Contents On February 24, 2022, Russia launched significant military actions against Ukraine, and sustained conflict and disruption in the region remains ongoing.
Biggest changeOur future results could be harmed by a variety of factors, including: ● changes in foreign currency exchange rates, exchange controls and currency restrictions; ● changes in a specific country’s or region’s political, social or economic conditions; ● political, economic and social instability, including acts of war; ● outbreak of disease or illness in any of the countries in which we sell our products or in which we or our suppliers operate; ● tariffs, other trade protection measures, and import or export licensing requirements; ● potentially negative consequences from changes in U.S. and international tax laws; ● difficulty in staffing and managing geographically widespread operations; ● changes in customer spending due to the increased economic uncertainties and the disruption in the capital markets; ● requirements relating to withholding taxes on remittances and other payments by subsidiaries; ● restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; ● restrictions on our ability to repatriate dividends from our foreign subsidiaries; ● difficulty in collecting international accounts receivable; ● difficulty in enforcement of contractual obligations under non-U.S. law; ● transportation delays or interruptions; and ● changes in regulatory requirements including as it relates to protection of our intellectual property.
We attempt to estimate our potential liability for future product returns and establish reserves on our financial statements in amounts that we believe will be sufficient to address our warranty obligations; however, our actual liability for product returns may significantly exceed the amount of our reserves.
We estimate our potential liability for future product returns and establish reserves on our financial statements in amounts that we believe will be sufficient to address our warranty obligations; however, our actual liability for product returns may significantly exceed the amount of our reserves.
On February 5, 2021, the Company received a waiver and conversion notice from Blackstone Freeze Parent L.P. and Blackstone Tactical Opportunities Fund – FD L.P. and converted an aggregate of 50,000 shares of the Series C Preferred Stock, resulting in the issuance of an aggregate of 1,312,860 shares of common stock. 36 Table of Contents Any subsequent conversion of shares of the Series C Preferred Stock to shares of our common stock would further dilute the ownership interest of existing holders of our common stock, and any sale in the public market of shares of our common stock issuable upon conversion of the Series C Preferred Stock could adversely affect prevailing market prices of our common stock.
On February 5, 2021, the Company received a waiver and conversion notice from Blackstone Freeze Parent L.P. and Blackstone Tactical Opportunities Fund – FD L.P. and converted an aggregate of 50,000 shares of the Series C Preferred Stock, resulting in the issuance of an aggregate of 1,312,860 shares of common stock. 35 Table of Contents Any subsequent conversion of shares of the Series C Preferred Stock to shares of our common stock would further dilute the ownership interest of existing holders of our common stock, and any sale in the public market of shares of our common stock issuable upon conversion of the Series C Preferred Stock could adversely affect prevailing market prices of our common stock.
Any such FDA or other foreign regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. 35 Table of Contents Risks Related to Our Financial Condition Historically, we have incurred significant losses and we may continue to incur losses in the future.
Any such FDA or other foreign regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. 34 Table of Contents Risks Related to Our Financial Condition Historically, we have incurred significant losses and we may continue to incur losses in the future.
If we are unable to retain current employees or strategic consultants, our financial condition and ability to maintain operations may be adversely affected. 39 Table of Contents If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.
If we are unable to retain current employees or strategic consultants, our financial condition and ability to maintain operations may be adversely affected. 38 Table of Contents If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the price of our common stock appreciates. 38 Table of Contents Our Articles of Incorporation allows our Board of Directors to issue up to 2,500,000 shares of “blank check” preferred stock.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the price of our common stock appreciates. 37 Table of Contents Our Articles of Incorporation allows our Board of Directors to issue up to 2,500,000 shares of “blank check” preferred stock.
The Series C Preferred Stockholders are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis. 37 Table of Contents Risks Related to Ownership of Our Common Stock Certain of our existing stockholders own and have the right to acquire a substantial number of shares of common stock.
The Series C Preferred Stockholders are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis. 36 Table of Contents Risks Related to Ownership of Our Common Stock Certain of our existing stockholders own and have the right to acquire a substantial number of shares of common stock.
If natural disasters or similar events, like hurricanes, fires or explosions or large-scale accidents or power outages, were to occur that prevented us from using all or a significant portion of these facilities, damaged critical infrastructure or our customers’ 30 Table of Contents biological samples, or otherwise disrupted operations at such facilities, this could affect our ability to maintain ongoing operations and cause us to incur significant expenses.
If natural disasters or similar events, like hurricanes, fires or explosions or large-scale accidents or power outages, were to occur that prevented us from using all or a significant portion of these facilities, damaged critical infrastructure or our customers’ biological samples, or otherwise disrupted operations at such facilities, this could affect our ability to maintain ongoing operations and cause us to incur significant expenses.
When demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer relations, or we may incur additional costs in order to rush the manufacture and delivery of additional products.
When demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer 28 Table of Contents relations, or we may incur additional costs in order to rush the manufacture and delivery of additional products.
We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have.
We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of 29 Table of Contents contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have.
If such changes occur, it could adversely affect our business. 34 Table of Contents We, along with our customers, are subject to various international governmental regulations.
If such changes occur, it could adversely affect our business. 33 Table of Contents We, along with our customers, are subject to various international governmental regulations.
We have designated 800,000 shares as Class A Preferred Stock, 585,000 shares as Class B Preferred Stock and 250,000 shares of Series C Preferred Stock, of which 200,000 shares of Series C Preferred Stock are issued and outstanding at February 17, 2023. See “—Risks Related to Our Preferred Stock” for additional information regarding our outstanding Series C Preferred Stock.
We have designated 800,000 shares as Class A Preferred Stock, 585,000 shares as Class B Preferred Stock and 250,000 shares of Series C Preferred Stock, of which 200,000 shares of Series C Preferred Stock are issued and outstanding at February 23, 2024. See “—Risks Related to Our Preferred Stock” for additional information regarding our outstanding Series C Preferred Stock.
We currently acquire various component parts for our solutions from various independent manufacturers, some of which are sole sourced. We would likely experience significant delays or cessation in producing some of these components if a labor strike, natural disaster, public health crisis or other supply disruption were to occur.
We currently acquire various component parts for our solutions from various independent manufacturers, some of which are sole sourced. We would likely experience significant delays or cessation in producing some of these components if a labor 26 Table of Contents strike, natural disaster, public health crisis, act of war or other supply disruption were to occur.
Additional future impacts on us may include material adverse effects on our manufacturing, supply chain and distribution channels, our ability to execute our strategic plans, and our profitability. The potential effects of COVID-19 may also impact and potentially heighten many of our other risk factors discussed in this “Risk Factors” section.
Additional future impacts on us may include material adverse effects on our manufacturing, supply chain and distribution channels, our ability to execute our strategic plans, and our profitability. The potential effects of public health crises may also impact and potentially heighten many of our other risk factors discussed in this “Risk Factors” section.
As of December 31, 2022, we had an accumulated deficit of $542.8 million. In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers. We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability.
As of December 31, 2023, we had an accumulated deficit of $642.4 million. In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers. We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability.
After October 1, 2022, subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Series C Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the Series C Preferred Stockholders of the election to convert, the closing price of our Common Stock is at least 150% of the conversion price.
Subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Class C Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the Class C Preferred Stockholders of the election to convert, the closing price of our Common Stock is at least 150% of the conversion price.
As of December 31, 2022, we had approximately $482.9 million of indebtedness and other liabilities, including trade payables, on a consolidated basis. We may also incur additional indebtedness to meet future financing needs.
As of December 31, 2023, we had approximately $468.7 million of indebtedness and other liabilities, including trade payables, on a consolidated basis. We may also incur additional indebtedness to meet future financing needs.
As of February 17, 2023, our directors, executive officers and beneficial owners of 5% or more of our outstanding common stock beneficially owned 33,306,860 shares of common stock assuming their conversion of all outstanding Series C Preferred Stock and their exercise of all outstanding options held by them that are exercisable within 60 days of February 17, 2023, which represented approximately 62.8 % of our outstanding common stock.
As of February 23, 2024, our directors, executive officers and beneficial owners of 5% or more of our outstanding common stock beneficially owned 33,447,953 shares of common stock assuming their conversion of all outstanding Series C Preferred Stock and their exercise of all outstanding options held by them that are exercisable within 60 days of February 23, 2024, which represented approximately 62.7% % of our outstanding common stock.
In addition, we reserved 599,954 shares of our common stock issuable upon conversion of the 2025 Convertible Senior Notes, 3,422,780 shares of our common stock issuable upon conversion of the 2026 Convertible Senior Notes, and 5,664,532 shares of our common stock issuable upon conversion of our Series C Convertible Preferred Stock.
In addition, we reserved 599,954 shares of our common stock issuable upon conversion of the 2025 Convertible Senior Notes, 3,156,483 shares of our common stock issuable upon conversion of the 2026 Convertible Senior Notes, and 5,894,535 shares of our common stock issuable upon conversion of our Series C Convertible Preferred Stock.
The costs incurred in correcting any product errors or defects may be substantial and could adversely affect our business, results of operations and financial condition. 28 Table of Contents Due to the low temperatures at which some of our products are used and the fact that some of our products are relied upon by our customers or end users in their facilities or operations or are manufactured for relatively broad medical, transportation, or consumer use, we face an inherent risk of exposure to claims in the event that the failure, use, or misuse of our products results, or is alleged to result, in death, bodily injury, property or sample damage, or economic loss.
Due to the low temperatures at which some of our products are used and the fact that some of our products are relied upon by our customers or end users in their facilities or operations or are manufactured for relatively broad medical, transportation, or consumer use, we face an inherent risk of exposure to claims in the event that the failure, use, or misuse of our products results, or is alleged to result, in death, bodily injury, property or sample damage, or economic loss.
As of December 31, 2022, we could also issue up to an additional 8,068,505 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 1,726,284 shares of our common stock reserved for future issuance under our stock incentive plans.
As of December 31, 2023, we could also issue up to an additional 8,301,449 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 873,468 shares of our common stock reserved for future issuance under our stock incentive plans.
We do not have cyber security insurance, and we may incur significant costs in the event of a successful cyber incident against us or in responding to and recovering from a cyber incident.
While we have cyber security insurance, we may incur significant costs in the event of a successful cyber incident against us or in responding to and recovering from a cyber incident that are not covered by, or exceed the limits of, such insurance.
As of February 17, 2023, there were 48,335,779 shares of our common stock outstanding. Substantially all of these shares of common stock are eligible for trading in the public market.
As of February 23, 2024, there were 48,977,476 shares of our common stock outstanding. Substantially all of these shares of common stock are eligible for trading in the public market.
If we underestimate our potential liability for future product returns, or if unanticipated events result in returns that exceed our historical experience, our financial condition and operating results could be materially and adversely affected. Our business operations, financial performance and results of operations have been adversely affected and could in the future be materially adversely affected by the COVID-19 pandemic.
If we underestimate our potential liability for future product returns, or if unanticipated events result in returns that exceed our historical experience, our financial condition and operating results could be materially and adversely affected.
In particular, certain components of our key products are manufactured in China, which may be more likely than other locations to have disruptions caused by the response to a public health crisis, such as COVID-19. Further, we operate facilities that specialize in the secure storage of biological specimens, materials and samples.
In particular, certain components of our key products are manufactured in China, which may be more likely than other locations to have disruptions caused by the response to a public health crisis, such as COVID-19.
During the course of the pandemic, certain of our facilities have experienced disruptions and similar disruptions could occur in the future. 29 Table of Contents The extent to which the COVID-19 pandemic may impact our business operations, financial performance and results of operations remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of protective public safety measures.
The extent to which COVID-19 or other public health crises may impact our business operations, financial performance and results of operations remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the public health crisis, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of protective public safety measures.
The COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets. The COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact our business operations, financial performance and results of operations.
The COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact our business operations, financial performance and results of operations.
If our product and services are not free from errors or defects, we may incur an injury to our reputation, lost revenues, diverted development resources, increased customer service and support costs, product recalls and litigation.
If our products and services are not free from errors or defects, we may incur an injury to our reputation, lost revenues, diverted development resources, increased customer service and support costs, product recalls and litigation. The costs incurred in correcting any product errors or defects may be substantial and could adversely affect our business, results of operations and financial condition.
Further, there can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly reduce our operating margins or the demand for our offerings, or otherwise negatively impact our ability to be profitable.
Further, there can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly reduce our operating margins or the demand for our offerings, or otherwise negatively impact our ability to be profitable. 30 Table of Contents The integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions.
Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations. 32 Table of Contents Even if we are able to successfully integrate acquired businesses, we may not be able to realize the revenue and other synergies and growth that we anticipated from the acquisition in the time frame that we expected, and the costs of achieving these benefits may be higher than what we expected.
Even if we are able to successfully integrate acquired businesses, we may not be able to realize the revenue and other synergies and growth that we anticipated from the acquisition in the time frame that we expected, and the costs of achieving these benefits may be higher than what we expected.
Additionally, any recall could result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future. Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived by customers as a safety risk when considering the use of our products.
Such recalls and withdrawals may also be used by 27 Table of Contents our competitors to harm our reputation for safety or be perceived by customers as a safety risk when considering the use of our products.
Without the timely introduction of new products, services and enhancements, our products and services may become obsolete over time, in which case our revenue and operating results could suffer. 31 Table of Contents There may also be other companies which are currently developing competitive products and services or which may in the future develop technologies and products that are comparable, superior or less costly than our own.
There may also be other companies which are currently developing competitive products and services or which may in the future develop technologies and products that are comparable, superior or less costly than our own.
Risks Related to Our Technology and Intellectual Property We rely upon certain critical information systems, including our Cryoportal ® software platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security.
If in future periods we determine that our goodwill or intangible assets are further impaired, we will recognize a non-cash impairment charge with respect to these assets, which would adversely affect our results of operations. ​ 31 Table of Contents Risks Related to Our Technology and Intellectual Property We rely upon certain critical information systems, including our Cryoportal ® software platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security.
Additionally, the cost and operational 33 Table of Contents consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats.
Additionally, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. 32 Table of Contents Our success depends, in part, on our ability to obtain patent protection for our solutions, preserve our trade secrets, and operate without infringing the proprietary rights of others.
Product and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new equipment or versions of our software are released.
Our products and services must meet stringent requirements and we must develop our products and services solutions quickly to keep pace with the rapidly changing market. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new equipment or versions of our software are released.
Further, the integration of acquired businesses is likely to result in our systems and internal controls becoming increasingly complex and more difficult to manage.
Further, the integration of acquired businesses is likely to result in our systems and internal controls becoming increasingly complex and more difficult to manage. Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations.
Our products and services may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, litigation and product recalls. Our products and services must meet stringent requirements and we must develop our products and services solutions quickly to keep pace with the rapidly changing market.
Our products and services may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, litigation and product recalls. These risks may be heightened when our products or services are used in connection with human reproductive medicine.
In addition, we specialize in the secure storage of biological specimens, materials and samples covering the full range of temperatures from cryogenic through controlled room temperature.
For example, in some states, damage to an embryo may be deemed wrongful death for which punitive or other damages may be awarded, which would not otherwise be available. In addition, we specialize in the secure storage of biological specimens, materials and samples covering the full range of temperatures from cryogenic through controlled room temperature.
COVID-19 has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures in response. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders.
For example, since COVID-19’s initial outbreak, governments and businesses took unprecedented measures in response, including restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders. Such response significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.
Removed
Our business, financial condition and results of operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial.
Added
The amount of damages for which we are potentially held liable for may be higher when our products or services are used in connection with human reproductive medicine than when they are used for other purposes.
Removed
Additionally, the U.S. and foreign government bodies in jurisdictions in which we operate have implemented targeted sanctions and export control measures and have announced potential additional sanctions and export control measures, which have and could in the future result in, among other things, severe or complete restrictions on exports to and other commerce and business dealings involving Russia, certain regions of Ukraine, and/or particular entities and individuals.
Added
Additionally, any recall could result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future.
Removed
The impact of these government measures, as well as any further retaliatory actions taken by Russia and the U.S. and foreign government bodies, is currently unknown.
Added
Our business operations, financial performance and results of operations have been adversely affected and could in the future be materially adversely affected by the pandemics, epidemics or other public health crises, such as COVID-19.
Removed
Potential impacts related to the conflict could include additional unilateral or multilateral export control and sanctions measures, market disruptions, including significant volatility in commodity prices, credit and capital markets, supply chain and logistics disruptions, adverse global economic conditions resulting from escalating geopolitical tensions and the exclusion of Russian financial institutions from the global banking system, further volatility and fluctuations in foreign currency exchange rates and interest rates, inflationary pressures on raw materials and heightened cybersecurity threats, which could adversely impact our business, financial condition or results of operations, in particular, CRYOPDP’s business activities in Russia, as well as our other European business operations.
Added
The occurrence of pandemics, epidemics or other public health crises could materially affect our business, financial condition, results of operations and cash flows, including due to negative impacts to the global economy, disruptions to global supply chains and workforce participation, and volatility and disruption of financial markets.
Removed
For example, recent fluctuations in foreign currency exchange rates, including the increased strength of the U.S. dollar against the Euro, British Pound, Chinese Yuan, and Indian Rupee has adversely impacted our results of operations and cash flow from our operations in EMEA and APAC.
Added
During the course of the pandemic, certain of our facilities have experienced disruptions, such as our MVE Biological Solutions manufacturing facility in Chengdu, China that was temporarily impacted by COVID-19 lockdowns in China during the third quarter of 2022, and similar disruptions could occur in the future.
Removed
The integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions.
Added
For example, our MVE Biological Solutions manufacturing facility in Chengdu, China was temporarily impacted by COVID-19 lockdowns in China during the third quarter of 2022, and similar disruptions could occur in the future. Further, we operate facilities that specialize in the secure storage of biological specimens, materials and samples.
Removed
Our success depends, in part, on our ability to obtain patent protection for our solutions, preserve our trade secrets, and operate without infringing the proprietary rights of others.
Added
Without the timely introduction of new products, services and enhancements, our products and services may become obsolete over time, in which case our revenue and operating results could suffer.
Added
Further impairment of our goodwill or intangible assets could have a material non-cash adverse impact on our results of operations. ​ We assess goodwill for impairment on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist.
Added
In addition, intangible assets and their related useful lives are reviewed at least annually to determine whether there are any adverse conditions that would indicate the carrying value of these assets may not be recoverable.
Added
Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeThe following table summarizes our principal facilities and other materially important physical properties as of December 31, 2022: Location Ownership Use Brentwood, Tennessee ​ Leased ​ Principle Executive Office Irvine, California ​ Leased ​ Administrative, Global Supply Chain Center, and Research and Development Center Morris Plains, New Jersey ​ Leased ​ Global Supply Chain Center, Administrative, and Logistics Center Houston, Texas ​ Leased ​ Administrative, Global Supply Chain Center and Biostorage Center Hoofddorp, the Netherlands ​ Leased ​ Global Supply Chain Center Ball Ground, Georgia ​ Leased ​ Administrative, Manufacturing, and Research and Development Center New Prague, Minnesota ​ Owned ​ Manufacturing Chengdu, China ​ Owned ​ Administrative and Manufacturing Clermont-Ferrand, France ​ Leased ​ Administrative and Global Supply Chain Center Lisbon, Portugal ​ Leased ​ Administrative Tremblay en France, France ​ Leased ​ Administrative and Global Logistics Center ​ We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs. ​
Biggest changeThe following table summarizes our principal facilities and other materially important physical properties as of December 31, 2023: Location Ownership Use Brentwood, Tennessee ​ Leased ​ Principle Executive Office Irvine, California ​ Leased ​ Administrative, Global Supply Chain Center, and Research and Development Center Morris Plains, New Jersey ​ Leased ​ Global Supply Chain Center, Administrative, and Logistics Center Houston, Texas ​ Leased ​ Administrative, Global Supply Chain Center and Biostorage Center Hoofddorp, the Netherlands ​ Leased ​ Global Supply Chain Center Ball Ground, Georgia ​ Leased ​ Administrative, Manufacturing, and Research and Development Center New Prague, Minnesota ​ Owned ​ Manufacturing Chengdu, China ​ Owned ​ Administrative and Manufacturing Clermont-Ferrand, France ​ Owned ​ Administrative and Global Supply Chain Center Lisbon, Portugal ​ Leased ​ Administrative Tremblay en France, France ​ Leased ​ Administrative and Global Logistics Center ​ We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs. ​
ITEM 2. Properties Our principal executive office is located in Brentwood, Tennessee. We lease or own various corporate, global logistics and supply chain centers, biostorage, manufacturing, and research and development facilities at over 40 sites across the Americas, EMEA and APAC regions.
ITEM 2. Properties Our principal executive office is located in Brentwood, Tennessee. We lease or own various corporate, global logistics and supply chain centers, biostorage, manufacturing, and research and development facilities at over 50 sites across the Americas, EMEA and APAC regions.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−3 removed6 unchanged
Biggest changeITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of February 17, 2023 there were 48,335,779 shares of common stock outstanding and 163 stockholders of record.
Biggest changeITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of February 23, 2024, there were 48,977,476 shares of common stock outstanding and 158 stockholders of record.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cryoport, Inc., the Russell 3000 Index and the S&P 1500 Life Sciences Tools & Services Industry Index *$100 invested on 12/31/17 in Cryoport common stock or applicable index. Fiscal year ending December 31.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cryoport, Inc., the Russell 3000 Index and the S&P 1500 Life Sciences Tools & Services Industry Index *$100 invested on 12/31/18 in Cryoport common stock or applicable index. Fiscal year ending December 31.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2017 to December 31, 2022 and assumes that, as to such indices, dividends were reinvested. We have never paid cash dividends on our common stock.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2018 to December 31, 2023 and assumes that, as to such indices, dividends were reinvested. We have never paid cash dividends on our common stock.
Removed
Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ ​ Number (or ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate ​ ​ ​ ​ ​ ​ ​ Shares (or Units) ​ Dollar Value) of ​ ​ ​ ​ ​ ​ ​ Purchased as ​ Shares (or Units) ​ ​ ​ ​ ​ ​ ​ Part of Publicly ​ that May Yet Be ​ ​ Total Number of ​ Average Price ​ Announced ​ Purchased ​ ​ Shares (or Units) ​ Paid per Share ​ Plans or ​ Under the Plans Period ​ Purchased (1) ​ (or Unit) ​ Programs (2) ​ or Programs January 1, 2022 through January 31, 2022 — ​ $ — — ​ $ — February 1, 2022 through February 28, 2022 — ​ — — ​ — March 1, 2022 through March 31,2022 306,300 ​ 27.24 306,300 ​ 91,656,900 April 1, 2022 through April 30, 2022 600,000 ​ 24.16 600,000 ​ 77,159,000 May 1, 2022 through May 31, 2022 435,271 ​ 24.08 435,271 ​ 66,677,700 June 1, 2022 through June 30, 2022 — ​ — — ​ — July 1, 2022 through July 31, 2022 — ​ — — ​ — August 1, 2022 through August 31, 2022 — ​ — — ​ — September 1, 2022 through September 31, 2022 — ​ — — ​ — October 1, 2022 through October 31, 2022 — ​ — — ​ — November 1, 2022 through November 30, 2022 — ​ — — ​ — December 1, 2022 through December 31, 2022 263,423 ​ $ 17.48 263,423 ​ $ 62,072,000 Total 1,604,994 ​ $ 23.63 1,604,994 ​ (1) These shares were returned to the status of authorized but unissued shares of common stock.
Added
Issuer Purchases of Equity Securities None. ​ ITEM 6. [Reserved] ​ ​
Removed
(2) On March 11, 2022, the Company announced that its board of directors authorized a repurchase program (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.
Removed
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. ​ ITEM 6. [Reserved] ​ ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+20 added−50 removed61 unchanged
Biggest changeThe following table summarizes certain information derived from our consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ 2022 2021 $ Change % Change Service revenues $ 133,879 ​ $ 119,065 ​ $ 14,814 12.4 % Product revenues ​ 103,398 ​ 103,543 ​ (145) (0.1) % Total revenues ​ 237,277 ​ 222,608 ​ 14,669 6.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of service revenues ​ ​ (75,187) ​ ​ (69,297) ​ ​ (5,890) ​ 8.5 % Cost of product revenues ​ ​ (58,217) ​ ​ (56,734) ​ ​ (1,483) ​ 2.6 % Total cost of revenues ​ ​ (133,404) ​ ​ (126,031) ​ ​ (7,373) ​ 5.9 % Gross margin ​ 103,873 ​ 96,577 ​ 7,296 7.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ (120,055) ​ (97,563) ​ (22,492) 23.1 % Engineering and development expenses ​ (15,722) ​ (16,843) ​ 1,121 (6.7) % Investment income ​ ​ 8,474 ​ ​ 3,253 ​ ​ 5,221 ​ 160.5 % Interest expense ​ (6,142) ​ (4,689) ​ (1,453) 31.0 % Loss on debt extinguishment ​ ​ — ​ ​ (251,754) ​ ​ 251,754 ​ 100 % Other expense, net ​ (5,522) ​ (2,823) ​ (2,699) 95.6 % Benefit from (provision for) income taxes ​ (2,239) ​ (1,686) ​ (553) 32.8 % Net loss ​ $ (37,333) ​ $ (275,528) ​ $ 238,195 (86.5) % Paid-in-kind dividend on Series C convertible preferred stock ​ ​ (8,000) ​ ​ (8,196) ​ ​ 196 ​ (2.4) % Net loss attributable to common stockholders ​ $ (45,333) ​ $ (283,724) ​ $ 238,391 (84.0) % ​ Total revenues by market ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2022 2021 $ Change % Change Pharma/Biopharmaceutical ​ $ 193,879 ​ $ 180,203 ​ $ 13,676 7.6 % Animal Health ​ 33,465 ​ 33,353 ​ 112 0.3 % Human Reproductive Medicine ​ 9,933 ​ 9,052 ​ 881 9.7 % Total revenues ​ $ 237,277 ​ $ 222,608 ​ $ 14,669 6.6 % ​ 49 Table of Contents Revenues .
Biggest changeWe also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. ​ Results of Operations Results of Operations for Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following table summarizes certain information derived from our consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ 2023 2022 $ Change % Change ​ ​ ($ in 000’s) ​ ​ ​ ​ ​ Service revenues ​ $ 144,087 ​ $ 133,879 ​ $ 10,208 7.6% Product revenues ​ 89,168 ​ 103,398 ​ (14,230) (13.8)% Total revenues ​ 233,255 ​ 237,277 ​ (4,022) (1.7)% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of service revenues ​ ​ (81,820) ​ ​ (75,187) ​ ​ (6,633) ​ 8.8% Cost of product revenues ​ ​ (52,103) ​ ​ (58,217) ​ ​ 6,114 ​ (10.5)% Total cost of revenues ​ ​ (133,923) ​ ​ (133,404) ​ ​ (519) ​ 0.4% Gross margin ​ 99,332 ​ 103,873 ​ (4,541) (4.4)% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ (146,880) ​ (120,055) ​ (26,825) 22.3% Engineering and development ​ (18,040) ​ (15,722) ​ (2,318) 14.7% Goodwill impairment ​ ​ (49,569) ​ ​ — ​ ​ (49,569) ​ ​ Investment income ​ ​ 10,577 ​ ​ 8,474 ​ ​ 2,103 ​ 24.8% Interest expense ​ (5,503) ​ (6,142) ​ 639 (10.4)% Gain on extinguishment of debt, net ​ ​ 5,679 ​ ​ — ​ ​ 5,679 ​ 100.0% Other income (expense), net ​ 5,056 ​ (5,522) ​ 10,578 (191.6)% Benefit from (provision for) income taxes ​ (239) ​ (2,239) ​ 2,000 (89.3)% Net loss ​ $ (99,587) ​ $ (37,333) ​ $ (62,254) 166.7% Paid-in-kind dividend on Series C convertible preferred stock ​ ​ (8,000) ​ ​ (8,000) ​ ​ — ​ 0.0% Net loss attributable to common stockholders ​ $ (107,587) ​ $ (45,333) ​ $ (62,254) 137.3% ​ 46 Table of Contents Total revenues by market ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 $ Change ​ % Change ​ ​ ($ in 000’s) ​ ​ ​ ​ ​ ​ Pharma/Biopharmaceutical ​ $ 192,583 ​ $ 193,879 ​ $ (1,296) ​ (0.7) % Animal Health ​ 30,379 ​ 33,465 ​ (3,086) ​ (9.2) % Human Reproductive Medicine ​ 10,293 ​ 9,933 ​ 360 ​ 3.6 % Total revenues ​ $ 233,255 ​ $ 237,277 ​ $ (4,022) ​ (1.7) % ​ Revenues .
The activity in the clinical trial space, particularly in the Cell and Gene Therapy market is expected to drive future revenue growth as these clinical trials advance and resulting therapies are commercialized on a global basis.
The activity in the clinical trial space, particularly in the Cell and Gene Therapy market is expected to drive future revenue growth as these clinical trials advance and the resulting therapies are commercialized on a global basis.
Repurchase Program On March 11, 2022, the Company announced that its board of directors authorized a repurchase program (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.
Repurchase Program In March 2022, the Company announced that its board of directors authorized a repurchase program (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.
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. 52 Table of Contents A reconciliation of adjusted EBITDA to net loss, the most directly comparable 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. 49 Table of Contents A reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S.
See Note 10: “ Convertible Senior Notes ” of our accompanying consolidated financial statements for additional information. 55 Table of Contents November 2021 Registered Direct Placement and Stock Purchase Agreements Concurrent with the issuance of the 2026 Convertible Senior Notes in November 2021, the Company conducted a registered direct placement of 3,072,038 shares of its common stock at a price of $81.10 per share (“Concurrent Placement”).
See Note 10: “ Convertible Senior Notes ” of our accompanying consolidated financial statements for additional information. 52 Table of Contents November 2021 Registered Direct Placement and Stock Purchase Agreements Concurrent with the issuance of the 2026 Convertible Senior Notes in November 2021, the Company conducted a registered direct placement of 3,072,038 shares of its common stock at a price of $81.10 per share (“Concurrent Placement”).
The Company estimated a revenue impact of approximately $9.4 million, primarily limited to the first quarter of 2022. 43 Table of Contents The New Prague fire resulted in a loss of inventory, fixed assets, and other contents at the site. We have adequate property damage and business interruption insurance under which we filed a claim with the insurance carrier.
The Company estimated a revenue impact of approximately $9.4 million, primarily limited to the first quarter of 2022. 42 Table of Contents The New Prague fire resulted in a loss of inventory, fixed assets, and other contents at the site. We have adequate property damage and business interruption insurance under which we filed a claim with the insurance carrier.
The Company has performed a quantitative impairment assessment in the fourth quarter of 2022 and concluded that there has been no impairment of our intangible assets for the periods presented. Goodwill We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
The Company has performed a quantitative impairment assessment in the fourth quarter of 2023 and concluded that there has been no impairment of our intangible assets for the periods presented. Goodwill We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2022.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2023.
We consider the following policies and estimates to be critical to an understanding of our consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows: Revenue Recognition, Business Combinations, Intangible Assets and Goodwill, Series C Preferred Stock, Stock-based Compensation, Convertible Senior Notes and Income Taxes.
We consider the following policies and estimates to be critical to an understanding of our consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows: Revenue Recognition, Business Combinations, Intangible Assets and Goodwill, Convertible Senior Notes, Stock-based Compensation, and Income Taxes.
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.
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. Goodwill Impairment.
The Company purchased 1,604,994 shares of its common stock under the Repurchase Program during the year ended December 31, 2022, at an average price of $23.63 per share, for an aggregate purchase price of $38.0 million. These shares were returned to the status of authorized but unissued shares of common stock. ​
The Company purchased 1,604,994 shares of its common stock under the Repurchase Program during the year ended December 31, 2022, at an average price of $23.63 per share, for an aggregate purchase price of $37.9 million. These shares were returned to the status of authorized but unissued shares of common stock.
The increase in tax expense and the decrease in the effective tax rate for the year ended December 31, 2022, as compared to the prior year is due to higher taxable foreign earnings subject to tax at differing rates and a decrease in our domestic losses which resulted in no additional tax benefit.
The decrease in tax expense and the increase in the effective tax rate for the year ended December 31, 2023, as compared to the prior year is due to higher taxable foreign earnings subject to tax at differing rates and an increase in our domestic losses which resulted in no additional tax benefit.
Investment income increased by $5.2 million, for year ended December 31, 2022, as compared to the prior year as a result of higher average invested cash balances offset by lower interest rates on such invested cash balances. Interest expense .
Investment income increased by $2.1 million, for the year ended December 31, 2023, as compared to the prior year as a result of higher average invested cash balances offset by lower interest rates on such invested cash balances. Interest expense .
For the year ended December 31, 2022, our revenues would have been approximately $8.1 million higher in constant currency. However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance.
For the year ended December 31, 2023, our revenues would have been approximately $0.5 million higher in constant currency. However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance.
The negative effective tax rate of 6.4% for the year ended December 31, 2022, 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 and the relative mix of income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate.
The effective tax rate of negative 0.2% for the year ended December 31, 2023, 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, the impairment of goodwill and the relative mix of income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate.
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 during the second half of 2021 and full year 2022.
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 2023 and 2022.
The provision for income taxes increased $0.6 million for the year ended December 31, 2022, as compared to the same period in the prior year, resulting in effective tax rates of negative 6.4% and negative 0.6%, respectively.
Provision for income taxes. The provision for income taxes decreased by $2.0 million for the year ended December 31, 2023, as compared to the same period in the prior year, resulting in effective tax rates of negative 0.2% and negative 6.4%, respectively.
Based upon the Company’s analysis, it was determined the Convertible Senior Notes do contain embedded features indexed to its own stock, but do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component.
Based upon the Company’s analysis, it was determined the Convertible Senior Notes do contain embedded features indexed to its own stock, but do not meet the requirements for bifurcation and recognition as derivatives, and therefore do not need to be separately recognized.
Adjusted EBITDA 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, investment income, unrealized gain or loss on investments, foreign currency gain or loss and charges or gains resulting from non-recurring events.
Adjusted EBITDA 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, investment income, unrealized gain or loss on investments, foreign currency gain or loss, gain on insurance claim, gain on extinguishment of debt, goodwill impairment charge and charges or gains resulting from non-recurring events.
See “Forward-Looking Statements” in this Form 10-K. 42 Table of Contents For further discussion and analysis regarding our financial condition and results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020, refer to “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 28, 2022.
For further discussion and analysis regarding our financial condition and results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021, refer to “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 28, 2023.
As of December 31, 2022, we supported 79 Phase 3 clinical trials, of which 55 are in the Americas, 22 are in EMEA, and 2 are in APAC. This compares to 74 Phase 3 trials (51 in the Americas, 21 in EMEA and 2 in APAC) supported as of December 31, 2021.
As of December 31, 2023, we supported 82 Phase 3 clinical trials, of which 58 are in the Americas, 22 are in EMEA, and 2 are in APAC. This compares to 79 Phase 3 clinical trials (55 in the Americas, 22 in EMEA and 2 in APAC) supported as of December 31, 2022.
This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.
The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.
Our actual results could differ materially from those contained in forward-looking statements due to a number of factors.
Our actual results could differ materially from those contained in forward-looking statements due to a number of factors. See “Forward-Looking Statements” in this Form 10-K.
For the year ended December 31, 2022, SG&A expenses increased by $22.5 million, or 23.1% as compared to the same period in 2021.
For the year ended December 31, 2023, SG&A expenses increased by $26.8 million, or 22.3% as compared to the same period in 2022.
The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results.
The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results. Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available.
Interest expense increased by $1.5 million, from $4.7 million to $6.1 million for the year ended December 31, 2022, as compared to the prior year due to interest on the convertible senior notes and amortization of the related debt discount. Loss on extinguishment of debt.
Interest expense decreased by $0.6 million, from $6.1 million to $5.5 million for the year ended December 31, 2023, as compared to the prior year due to interest on the convertible senior notes and amortization of the related debt discount. 48 Table of Contents Gain on extinguishment of debt.
Cost of total revenues increased $7.4 million to $133.4 million for the year ended December 31, 2022, as compared to $126.0 million in the same period in 2021. Gross margin for our service revenues was 43.8% of service revenues, as compared to 41.8% of service revenues for the year ended December 31, 2021.
Gross margin for the year ended December 31, 2023 was 42.6% of total revenues, as compared to 43.8% of total revenues for the year ended December 31, 2022. Cost of total revenues increased $0.5 million to $133.9 million for the year ended December 31, 2023, as compared to $133.4 million in the same period in 2022.
Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Stock-based compensation expense is recognized only for those awards that ultimately vest. Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Revenues by market Revenues from the biopharma/pharma market increased $13.7 million, or 7.6%, from $180.2 million to $193.9 million for the year ended December 31, 2022, as compared to the same period in 2021.
Revenues by market Revenues from the biopharma/pharma market decreased by $1.3 million, or 0.7%, from $193.9 million to $192.6 million for the year ended December 31, 2023, as compared to the same period in 2022.
Gross margin and cost of revenues. Gross margin for the year ended December 31, 2022 was 43.8% of total revenues, as compared to 43.4% of total revenues for the year ended December 31, 2021.
Gross margin for our service revenues was 43.2% of service revenues, as compared to 43.8% of service revenues for the year ended December 31, 2022.
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and most demanding of our judgment.
Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and most demanding of our judgment.
We now support 654 global clinical trials, of which 502 trials are in the Americas, 110 are in EMEA and 42 are in APAC, compared to 602 clinical trials supported as of December 31, 2021 (475 in the Americas, 93 in EMEA and 34 in APAC).
As of December 31, 2023, we support 675 global clinical trials, of which 519 trials are in the Americas, 112 are in EMEA and 44 are in APAC, compared to 654 clinical trials supported as of December 31, 2022 (502 trials are in the Americas, 110 in EMEA and 42 are in APAC).
We continued to gain market share with Cryoport supporting a total of 654 clinical trials globally at year end 2022 with 79 of these clinical trials in phase 3, an increase from 602 clinical trials from the prior year.
We also continued to gain clinical trial market share with Cryoport supporting a total of 675 clinical trials globally at year end 2023, of which 82 of these clinical trials were in phase 3, representing an overall increase of 21 clinical trials from 654 clinical trials at year end 2022.
Further, management and our board of directors utilize adjusted EBITDA to gain a better understanding of our comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Management believes adjusted EBITDA, when read in conjunction with our U.S.
Further, management and our board of directors utilize adjusted EBITDA 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 is also a significant performance measure used by us in connection with our incentive compensation programs.
The remainder of the net proceeds of approximately $288.4 million, after deducting banker fees, are expected to be used for general corporate purposes. See Note 10: “Convertible Senior Notes” of our accompanying consolidated financial statements for additional information.
The remainder of the net proceeds of approximately $288.4 million, after deducting banker fees, are used for general corporate purposes. See Note 10: “Convertible Senior Notes” of our accompanying consolidated financial statements for additional information. January 2021 Public Offering On January 25, 2021, the Company completed an underwritten public offering of 4,356,059 shares of its common stock.
Our revenues from the animal health market increased $0.1 million, or 0.3%, from $33.4 million to $33.5 million for the year ended December 31, 2022, as compared to the same period in 2021.
Revenues in the reproductive medicine market increased by $0.4 million, or 3.6%, from $9.9 million to $10.3 million for the year ended December 31, 2023, as compared to the same period in 2022.
Our cost of product revenues 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 product revenues. Selling, general and administrative expenses .
In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of product revenues. Selling, general and administrative expenses .
Our cost of revenues 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. 50 Table of Contents Gross margin for our product revenues was 43.7% of product revenues, as compared to 45.2% of product revenues for the year ended December 31, 2021.
Our cost of revenues 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.
Cryoport, Inc. and Subsidiaries Adjusted EBITDA Reconciliation (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2022 2021 2022 2021 GAAP net loss $ (9,436) $ (260,086) $ (37,333) ​ $ (275,528) Non-GAAP adjustments to net loss: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 6,134 ​ 5,302 ​ 22,765 ​ 20,247 Acquisition and integration costs ​ 621 ​ 1,066 ​ 2,165 ​ 4,406 Investment income ​ (2,677) ​ (1,636) ​ (8,474) ​ (3,253) Unrealized (gain)/loss on investments ​ (1,042) ​ 1,078 ​ 11,508 ​ 1,386 Gain on insurance claim ​ — ​ — ​ (4,815) ​ — Foreign currency (gain)/loss ​ (1,212) ​ 179 ​ (584) ​ 504 Interest expense, net ​ ​ 1,456 ​ ​ 1,128 ​ ​ 6,142 ​ ​ 4,689 Loss on extinguishment of debt ​ — ​ 251,754 ​ — ​ 251,754 Stock-based compensation expense ​ 5,333 ​ 4,182 ​ 20,082 ​ 15,345 Income taxes ​ ​ 1,477 ​ ​ (876) ​ 2,239 ​ ​ 1,686 Adjusted EBITDA ​ ​ 654 ​ ​ 2,091 ​ ​ 13,695 ​ ​ 21,236 ​ Revenue at Constant Currency We believe that revenue growth is a key indicator of how our Company is progressing from period to period and we believe that the non-GAAP financial measure “revenue at constant currency” is useful to investors in analyzing the underlying trends in revenue.
Cryoport, Inc. and Subsidiaries Adjusted EBITDA Reconciliation (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2023 2022 2023 2022 GAAP net loss $ (62,389) $ (9,436) $ (99,587) ​ $ (37,333) Non-GAAP adjustments to net loss: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 7,449 ​ 6,134 ​ 27,487 ​ 22,765 Acquisition and integration costs ​ 641 ​ 621 ​ 6,945 ​ 2,165 Investment income ​ (2,615) ​ (2,677) ​ (10,577) ​ (8,474) Unrealized (gain)/loss on investments ​ (3,542) ​ (1,042) ​ (1,242) ​ 11,508 Gain on insurance claim ​ — ​ — ​ (2,642) ​ (4,815) Foreign currency gain ​ (1,078) ​ (1,212) ​ (964) ​ (584) Interest expense, net ​ ​ 1,306 ​ ​ 1,456 ​ ​ 5,503 ​ ​ 6,142 Stock-based compensation expense ​ 5,848 ​ 5,333 ​ 22,808 ​ 20,082 Gain on extinguishment of debt, net ​ ​ — ​ ​ — ​ ​ (5,679) ​ ​ — Goodwill impairment ​ ​ 49,569 ​ ​ — ​ ​ 49,569 ​ ​ — Change in fair value of contingent consideration ​ ​ (665) ​ ​ 63 ​ ​ (601) ​ ​ 213 Other non-recurring costs ​ ​ 187 ​ ​ — ​ ​ 437 ​ ​ — Income taxes ​ ​ (1,359) ​ ​ 1,477 ​ 239 ​ ​ 2,239 Adjusted EBITDA ​ ​ (6,648) ​ ​ 717 ​ ​ (8,304) ​ ​ 13,908 ​ Revenue at Constant Currency We believe that revenue growth is a key indicator of how our Company is progressing from period to period and we believe that the non-GAAP financial measure “revenue at constant currency” is useful to investors in analyzing the underlying trends in revenue.
The shares were issued and sold pursuant to an underwriting agreement dated January 20, 2021, by and among the Company, on the one hand, and Morgan Stanley & Co. LLC, Jefferies LLC, SVB Leerink LLC and UBS Securities LLC, as representatives of certain underwriters at a public offering price per share of $66.00, before deducting underwriting discounts and commissions.
LLC, Jefferies LLC, SVB Leerink LLC and UBS Securities LLC, as representatives of certain underwriters, on the other hand, at a public offering price per share of $66.00, before deducting underwriting discounts and commissions.
The expected option life assumption is estimated based on the simplified method. Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options to calculate the expected option term.
Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options to calculate the expected option term. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options.
The increase in other expense, net for year ended December 31, 2022, as compared to the prior year is primarily due to unrealized losses of $11.5 million on short-term investments and foreign currency fluctuations partially offset by a gain on insurance claim of $4.8 million related to the New Prague fire. 51 Table of Contents Provision for income taxes.
The increase in other income (expense), net for the year ended December 31, 2023, as compared to the prior year is primarily due to an increase of $12.7 million in short-term investment net unrealized gains which was partially offset by a decrease in the gain on insurance claim of $2.2 million related to the New Prague fire as compared to prior year.
Shipping and handling fees and costs are included in cost of revenues in the accompanying condensed consolidated statements of operations.
Shipping and handling fees and costs are included in cost of revenues in the accompanying condensed consolidated statements of operations. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental agencies.
Wages and associated employee costs increased $10.3 million from $39.2 million in 2021 to $49.5 million in 2022.
Wages and associated employee costs increased $14.2 million from $52.8 million in 2022 to $67.3 million in 2023.
Cash flows Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2022 2021 $ Change ​ ​ (in thousands) ​ ​ ​ Operating activities ​ $ (1,851) ​ $ 8,126 ​ $ (9,977) Investing activities ​ (59,681) ​ (469,254) ​ 409,573 Financing activities ​ (39,174) ​ 564,342 ​ (603,516) Effect of exchange rate changes on cash and cash equivalents ​ (1,800) ​ (986) ​ (814) Net increase in cash and cash equivalents ​ $ (102,506) ​ $ 102,228 ​ $ (204,734) ​ Operating activities For the year ended December 31, 2022, our operating activities used $1.9 million of cash, reflecting the net loss of $37.3 million offset by non-cash expenses of $63.9 million primarily comprised of $22.8 million of depreciation and amortization, $20.1 million of stock-based compensation, $11.4 million of unrealized losses on our equity securities, insurance proceeds of $9.9 million for operations related to the fire at our New Prague, Minnesota manufacturing plant in January 2022, $2.6 million of amortization of debt discount, as well as $0.8 million loss on disposal of property and equipment and $0.7 million of excess and obsolete inventory, which was partially offset by a $4.8 million gain on the insurance settlement.
Cash flows Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2023 2022 $ Change ​ ​ (in thousands) ​ ​ ​ Operating activities ​ $ (757) ​ $ (1,851) ​ $ 1,094 Investing activities ​ 36,045 ​ (59,681) ​ 95,726 Financing activities ​ (23,798) ​ (39,174) ​ 15,376 Effect of exchange rate changes on cash and cash equivalents ​ (1,739) ​ (1,800) ​ 61 Net increase (decrease) in cash and cash equivalents ​ $ 9,751 ​ $ (102,506) ​ $ 112,257 ​ Operating activities For the year ended December 31, 2023, our operating activities used $0.8 million of cash, reflecting the net loss of $99.6 million offset by non-cash expenses of $100.0 million primarily comprised of $49.6 million of goodwill impairment, $27.5 million of depreciation and amortization, $22.8 million of stock-based compensation, $5.1 million of non-cash operating lease expense, which was partially offset by a gain on the extinguishment of debt of $5.7 million and the gain on the insurance settlement of $2.6 million related to the fire at our New Prague, Minnesota manufacturing plant in January 2022.
We believe the estimated purchased customer relationships, agent networks, software, developed technologies, and trademarks/tradenames so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets.
We believe the estimated purchased customer relationships, agent networks, software, developed technologies, and trademarks/tradenames so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets. 44 Table of Contents Intangible Assets and Goodwill Intangible assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method, which is the best estimate of the value we are receiving over the useful life of the intangible asset and another systematic method was not deemed more appropriate.
Financing Activity Net cash used in financing activities during the year ended December 31, 2022 totaled $39.2 million during the year ended December 31, 2022, primarily as a result $38.0 million used to repurchase 1,604,994 shares of our common stock under the Repurchase program and $3.2 million repayment of note payable which was partially offset by $2.0 million proceeds from the exercise of stock options.
Financing Activity Net cash used in financing activities totaled $23.8 million during the year ended December 31, 2023, was primarily as a result of $25.0 million paid for the repurchase 2026 Senior Notes, partially offset by proceeds of $1.5 million from the exercise of stock options.
We do not anticipate paying dividends on our common stock in the foreseeable future. We recognize stock-based compensation cost on a straight-line basis over the vesting period. Stock-based compensation expense is recognized only for those awards that ultimately vest.
The expected volatility is based on the average of the historical volatility and the implied volatility of our stock commensurate with the expected life of the stock-based award. We do not anticipate paying dividends on our common stock in the foreseeable future. 45 Table of Contents We recognize stock-based compensation cost on a straight-line basis over the vesting period.
Stock compensation expense increased $3.6 million, depreciation and amortization increased $3.0 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions, facility and other overhead allocations increased $1.9 million, which includes start-up costs related to our expansions in Houston, Texas and Morris Plains, New Jersey.
Integration and acquisition costs increased $4.8 million, primarily as a result of exploring a strategic business opportunity and acquisitions, stock compensation expense increased $2.4 million, depreciation and amortization increased $2.4 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 facility and other overhead allocations increased $2.1 million, primarily driven by our facility expansions in Houston, Texas and Morris Plains, New Jersey.
GAAP. ​ 53 Table of Contents Cryoport, Inc. and Subsidiaries Revenues by Market at Constant Currency (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Biopharma/ ​ Animal ​ Reproductive ​ ​ ​ ​ Pharma Health Medicine Total ​ As Reported ​ $ 193,879 ​ $ 33,465 ​ $ 9,933 ​ $ 237,277 ​ Non-GAAP Constant Currency ​ 199,932 ​ 35,407 ​ 9,994 ​ 245,333 ​ FX Impact [$] ​ $ (6,053) ​ $ (1,942) ​ $ (61) ​ $ (8,056) ​ FX Impact [%] ​ (3.1) % (5.8) % (0.6) % (3.4) % ​ Liquidity and Capital Resources As of December 31, 2022, the Company had cash and cash equivalents of $36.6 million, short-term investments of $486.7 million and working capital of $563.3 million.
GAAP. ​ 50 Table of Contents Cryoport, Inc. and Subsidiaries Revenues by Market at Constant Currency (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ Biopharma/ ​ Animal ​ Reproductive ​ ​ ​ ​ Pharma Health Medicine Total ​ As Reported ​ $ 192,583 ​ $ 30,379 ​ $ 10,293 ​ $ 233,255 ​ Non-GAAP Constant Currency ​ 192,781 ​ 30,654 ​ 10,288 ​ 233,723 ​ FX Impact [$] ​ $ (198) ​ $ (275) ​ $ 5 ​ $ (468) ​ FX Impact [%] ​ (0.1) % (0.9) % 0.0 % (0.2) % ​ Liquidity and Capital Resources As of December 31, 2023, the Company had cash and cash equivalents of $46.3 million, short-term investments of $410.4 million and working capital of $489.5 million.
Proceeds from insurance settlements, except for those directly related to investing activities, were recognized as cash inflows from operating activities. The losses related to such an event are recognized as incurred. Insurance proceeds are recorded to the extent of the losses and then, only if recovery is realized or probable.
The losses related to such an event are recognized as incurred. Insurance proceeds are recorded to the extent of the losses and then, only if recovery is realized or probable. Any gains in excess of losses are recognized only when the contingencies regarding the recovery are resolved, and the amount is fixed or determinable.
Engineering and development expenses decreased $1.1 million, or 6.7%, for year ended December 31, 2022, as compared to the same period in 2021.
Engineering and development expenses . Engineering and development expenses increased by $2.3 million, or 14.7%, for the year ended December 31, 2023, as compared to the same period in 2022. The increase was primarily due to an increase of $1.6 million in wages and associated employee costs to add software development and engineering resources.
Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental agencies. 45 Table of Contents Business Combinations Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition.
Business Combinations Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets.
General Overview Cryoport is a global leader in serving the life sciences industry as a provider of integrated temperature-controlled supply chain solutions supporting the biopharma/pharma, animal health, and reproductive medicine markets.
General Overview Cryoport is a leading global provider of innovative products and services supporting the life sciences in the biopharma/pharma, animal health, and reproductive medicine markets. Our mission is to enable the future of medicine for a new era of life sciences.
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, such as the Cryosphere ™ shipper, a cryogenic dry-vapor shipper utilizing patent pending technology that passively stabilizes the payload through an internal gravitational sphere, thereby further mitigating transport risks.
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.
Revenues increased $14.7 million, or 6.6%, to $237.3 million for year ended December 31, 2022, as compared to $222.6 million for the year ended December 31, 2021.
Revenues decreased $4.0 million, or 1.7%, to $233.3 million for the year ended December 31, 2023, as compared to $237.3 million for the year ended December 31, 2022. Revenues by type Service revenues increased by $10.2 million, or 7.6%, from $133.9 million to $144.1 million for the year ended December 31, 2023, as compared to the same period in 2022.
The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset.
The Company considers control to have transferred upon delivery because the Company has a present right to 43 Table of Contents payment at that time since the Company has satisfied its performance obligations related to the successful delivery.
Our company continues to lead the way for development of advanced temperature-controlled supply chain solutions designed to support the development of cell and gene therapy and our future growth.
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. Product revenues decreased by $14.2 million, or 13.8%, from $103.4 million to $89.2 million for the year ended December 31, 2023, as compared to the same period in 2022.
This increase was a result of the continuing robust demand for Cryoport’s supply chain systems and services, particularly in the biopharma/pharma and reproductive medicine markets, which was partially offset by the New Prague fire that negatively impacted the first quarter of 2022 by approximately $9.4 million.
This was primarily a result of decreased demand for cryogenic freezer systems that commenced during the second quarter of 2023, particularly in China. This decrease was partially offset by the recovery from the fire at our manufacturing facility in New Prague, Minnesota that negatively impacted the first quarter of 2022 by $9.4 million.
The decrease was a result of increased costs as a result of global supply chain constraints. Product revenues, related cost of revenues and resulting gross margins were primarily driven by our MVE Biological Solutions business.
Product revenues, related cost of revenues and resulting gross margins were primarily driven by our MVE Biological Solutions business. Our cost of product revenues was primarily comprised of materials, direct and indirect labor, inbound freight charges, purchasing and receiving, inspection, and distribution and warehousing of inventory.
This increase is driven by the further build out of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions, such as the two new global supply chain centers in Houston, Texas and Morris Plains, New Jersey for which grand openings were held in June 2022.
This increase is driven by the further build out 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 IntegriCell TM platform, a standardized integrated apheresis cryopreservation and distribution solution for cell therapies for which Cryoport is currently building out two centers of excellence located in the Houston, Texas, U.S. and Liège, Belgium which are expected to be fully operational and ready for validation during the first quarter of 2024.
Revenues in the reproductive medicine market increased $0.9 million, or 9.7%, from $9.1 million to $9.9 million for the year ended December 31, 2022, as compared to the same period in 2021. This increase was driven by strong demand for our CryoStork ® logistics solution and partially offset by a decrease in demand for MVE Biological Solutions’ cryogenic freezer suite.
Our revenues from the animal health market decreased by $3.1 million, or 9.2%, from $33.5 million to $30.4 million for the year ended December 31, 2023, as compared to the same period in 2022. This decrease was result of lower than expected demand for cryogenic systems from breeders.
Since the embedded conversion feature meets the equity scope exception from derivative accounting, and also since the embedded conversion option does not need to be separately accounted for as an equity component under ASC 470-20 , the proceeds received from the issuance of the convertible debt was recorded as a liability on the consolidated balance sheet. 47 Table of Contents Stock-based Compensation We use the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date.
Accordingly , the proceeds received from the issuance of the Convertible Senior Notes were recorded as a single liability on the consolidated balance sheets. Stock-based Compensation We use the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date. The expected option life assumption is estimated based on the simplified method.
As of December 31, 2022, the Company received $12.9 million of insurance proceeds. For the year ended December 31, 2022, the Company recognized gains of $0.6 million related to the reimbursement of property and equipment and $4.2 million related to business interruption.
For the years ended December 31, 2023 and 2022, the Company recognized a gain of $2.6 million and $4.8 million, respectively, related to business interruption insurance under which we filed a claim with the insurance carrier. Proceeds from insurance settlements, except for those directly related to investing activities, were recognized as cash inflows from operating activities.
Therefore, the repurchase of the 2025 Convertible Senior Notes was accounted for as a debt extinguishment, which includes the write off of related deferred financing costs of $2.6 million. Other expense, net .
In September 2023, the Company repurchased $31.3 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $25.0 million in cash resulting in a net gain of $5.7 million, which includes the write off of $0.6 million of unamortized debt issuance costs. Other income (expense), net .
Removed
Our mission is to support life and health worldwide, and we are continuously developing, implementing, and leveraging our supply chain platform, which is designed to deliver comprehensive, unparalleled, and highly differentiated temperature-controlled logistics, packaging, storage, cryogenic systems, informatics, and related services for life science products, regenerative medicine, cellular therapies, and treatments that require unique, specialized temperature-controlled supply chain management.
Added
With over 50 strategic locations covering the Americas, EMEA (Europe, the Middle East and Africa) and APAC (Asia Pacific), Cryoport's global platform provides mission-critical bio-logistics, bio-storage, bio-processing, and cryogenic systems to over 3,000 customers worldwide.
Removed
See the “Business” section in Part I, Item 1 of this Form 10-K for additional information. Impact of COVID-19 In late 2019, a novel strain of coronavirus that causes coronavirus disease (COVID-19) was reported to have surfaced in Wuhan, China, which has since spread globally.
Added
Our platform of solutions and services, together with our global team of over 1,100 dedicated colleagues, delivers a unique combination of innovative supply chain technologies and services through our industry-leading brands, including Cryoport Systems, MVE Biological Solutions, CRYOPDP, and CRYOGENE. See the “Business” section in Part I, Item 1 of this Form 10-K for additional information.
Removed
New variants of COVID-19, such as the Omicron variant and its subvariants, which are significantly more contagious than previous strains, have emerged. The spread of these new strains initially caused many government authorities and businesses to reimplement prior restrictions, or impose new restrictions, in an effort to lessen the spread of COVID-19 and its variants.
Added
As of December 31, 2023, the Company received a total of $15.1 million in insurance proceeds, of which the final payment of $2.2 million was received in the first quarter of 2023.
Removed
While many of these restrictions have been lifted, there continues to be significant uncertainty related to the ultimate duration and impact that this global pandemic will have on future results of our operations, including due to future actions that may be taken by government authorities and businesses in response to surges in COVID-19 cases.
Added
In instances where the customer has elected to use their own freight, revenue is recognized upon delivery of the shipper to the customer.
Removed
Further, virus containment efforts as a result of governmental actions or policies or other initiatives have led to the disruption in the global supply chain and as a result, we have experienced difficulties sourcing materials and equipment, have experienced delays in transportation and increased transportation costs and may incur additional direct costs to provide our solutions in the future.
Added
As a result of our 2023 quantitative assessment, we concluded that goodwill related to the MVE reporting unit is impaired as of December 31, 2023, and recorded an impairment charge of $49.6 million in the consolidated statement of operations for the year ended December 31, 2023 (see Note 8).
Removed
See “Risk Factors—Risk Related to Our Business—We depend on the availability of certain component products used in our solutions; delays or increased costs in the procurement of components manufactured by third parties could adversely affect our business operations, financial performance and results of operations, and we may experience customer dissatisfaction and harm to our reputation” in Part I, Item 1A of this Form 10-K for additional information.
Added
Services revenue was driven by year-over-year growth in BioStorage/BioServices and Commercial Cell & Gene therapy revenue of 44.7% and 32.5%, respectively, demonstrating strong demand for our services offerings.
Removed
We continue to monitor the evolving situation caused by the COVID-19 pandemic, and we may take further actions required by governmental authorities or that we determine are prudent to support the well-being of our employees, customers, suppliers, business partners and others.
Added
Revenue was impacted by decreased demand for cryogenic systems, particularly in China, where product revenues through direct and indirect channels decreased by $7.2 million, or 51%, clinical trial start delays; and slower than expected ramps of products from certain clients. This was partially offset by the support of commercially launched therapies and an increase in our BioStorage/BioServices revenue.
Removed
The degree to which COVID-19 impacts our business operations, financial performance and results of operations will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted, including, but not limited to, the duration and spread of the COVID-19 outbreak and its variants; its severity; the actions to contain the virus or treat its impact, such as the availability and efficacy of vaccines (particularly with respect to emerging strains of the virus), and the potential hesitancy to utilize them; other protective actions taken to contain the virus or treat its impact, such as restrictions on travel and transportation; general economic factors, such as increased inflation; supply chain constraints; labor supply issues; and how quickly and to what extent normal economic and operating conditions can resume.

… 55 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed5 unchanged
Biggest changeBased on the balance of as of December 31, 2022, of $23.5 million, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.2 million, $2.4 million and $4.7 million, respectively, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity.
Biggest changeBased on the foreign-dominated cash balance as of December 31, 2023, of $28.6 million, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.4 million, $2.9 million and $5.7 million, respectively, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity.
We have foreign exchange risk related to our long and short-term foreign-denominated intercompany loan balances. Based on the long-term intercompany loan balances as of December 31, 2022, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $4.1 million, $8.3 million, and $17.0 million, respectively, recorded to “Accumulated other comprehensive income (loss)”.
We have foreign exchange risk related to our long and short-term foreign-denominated intercompany loan balances. Based on the long-term intercompany loan balances as of December 31, 2023, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $4.3 million, $8.6 million, and $17.1 million, respectively, recorded to “Accumulated other comprehensive income (loss)”.
For additional information about the Convertible Senior Notes, see Note 10 in our accompanying consolidated financial statements. Foreign Exchange Risk We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange fluctuations.
For additional information about the Convertible Senior Notes, see Note 10 in our accompanying consolidated financial statements. 53 Table of Contents Foreign Exchange Risk We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange fluctuations.
Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. 56 Table of Contents Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt.
Fixed income securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses if forced to sell securities that have declined in market value due to changes in interest rates. As of December 31, 2022, the estimated fair value of the Convertible Senior Notes was $302.5 million.
Fixed income securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses if forced to sell securities that have declined in market value due to changes in interest rates. As of December 31, 2023, the estimated fair value of the Convertible Senior Notes was $319.8 million.
Based on the short-term intercompany loan balances as of December 31, 2022, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $1.6 million, $3.4 million, and $7.5 million, respectively, reported as “Other income (expense), net”. ​
Based on the short-term intercompany loan balances as of December 31, 2023, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $2.7 million, $5.3 million, and $10.7 million, respectively, reported as “Other income (expense), net”. ​
For example, for the three months ended December 31, 2022, revenues from our international business, which accounted for 38% of our consolidated revenues, decreased by $2.8 million in comparison with the same period in the prior year as a result of fluctuations in foreign exchange rates.
For example, for the year ended December 31, 2023, revenues from our international business, which accounted for 38.0% of our consolidated revenues, decreased by $0.7 million in comparison with the same period in the prior year as a result of fluctuations in foreign exchange rates.

Other CYRX 10-K year-over-year comparisons