EX-99.2 3 cyrx-20250611xex99d2.htm EX-99.2

Exhibit 99.2

Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Financial Information

On June 11, 2025, the Company completed the previously disclosed divestiture of its CRYOPDP Business to designated affiliates of DHL Supply Chain International Holding B.V. (“DHL”) for $133.0 million. Pursuant to the terms of the Agreement, DHL acquired 100% of the capital stock and voting rights of certain entities conducting business under the trade name “CryoPDP”, including each of PDP Courier Services (USA), Inc., Courier Polar Expres S.L., Advanced Therapy Logistics and Solutions, SAS and Cryo Express GmbH (collectively, the “Transaction”). The Transaction also includes the repayment of approximately $77.2 million of outstanding intercompany loans owed by CRYOPDP to the Company. The Company and Purchaser also entered into certain related transaction agreements at the Closing Date, including a master partnership agreement, a transition services agreement and other customary agreements.

The unaudited pro forma condensed consolidated financial information presented below consists of an unaudited pro forma condensed consolidated balance sheet as of March 31, 2025 and unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2025 and for the years ended December 31, 2024, 2023, and 2022. The unaudited pro forma condensed consolidated financial information presented below has been derived from and is based on the historical annual and interim condensed consolidated financial statements of the Company for each period presented. The unaudited pro forma condensed consolidated financial information presented below should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed on March 7, 2025, as well as for the three months ended March 31, 2025, included in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2025 has been prepared giving effect to the Transaction as if it had occurred on March 31, 2025. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2025, and for the years ended December 31, 2024, 2023 and 2022 have been prepared giving effect to the Transaction as if it had occurred on January 1, 2022, the beginning of the earliest period presented.

The “Historical (as reported)” column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial information for the periods presented and does not reflect any adjustments related to the Transaction.

The “Sale of CRYOPDP Business” column in the unaudited pro forma condensed consolidated financial statements reflects the operations, assets, liabilities and equity of the CRYOPDP Business. The “Sale of CRYOPDP Business” does not include any allocation of general corporate overhead expense or interest expense of the Company to CRYOPDP.

The information in the “Pro Forma Adjustments” column in the unaudited pro forma condensed consolidated financial information was based on available information and certain assumptions that the Company’s management believes are reasonable, reflect the impacts of events directly attributable to the sale of the CRYOPDP Business that are factually supportable, and for purposes of the pro forma condensed consolidated statements of operations, are expected to have a continuing impact on the Company. The pro forma adjustments do not reflect future events that may occur after the sale, including potential selling, general and administrative dis-synergies and the expected charges, the expected realization of any cost savings and other synergies, or the usage of the expected cash distribution to be received in connection with the sale.

The unaudited pro forma condensed consolidated financial information has been presented in conformity with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only, and does not purport to show the results that would have occurred had such transactions been completed as of the date and for the periods presented, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors.

1


Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2025

Sale of

Historical

CRYOPDP

Pro Forma

    

(as reported)

    

Business

    

Adjustments

Pro Forma

ASSETS

Current Assets:

  

  

  

  

Cash and cash equivalents

$

36,102

$

$

210,239

(b)

$

246,341

Short-term investments

 

207,929

 

 

 

207,929

Accounts receivable, net

28,371

28,371

Inventories

 

23,340

 

 

 

23,340

Prepaid expenses and other current assets

 

7,444

 

 

 

7,444

Current assets held for sale

 

108,090

 

(108,090)

(a)

 

 

Total current assets

 

411,276

 

(108,090)

 

210,239

 

513,425

Property and equipment, net

 

80,481

80,481

Operating lease right-of-use assets

39,102

39,102

Intangible assets, net

 

145,414

145,414

Goodwill

20,960

20,960

Deposits

 

1,997

1,997

Deferred tax assets

614

614

Total assets

$

699,844

$

(108,090)

$

210,239

$

801,993

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current Liabilities:

 

 

 

 

Accounts payable and other accrued expenses

$

13,442

$

$

823

(c)

$

14,265

Accrued compensation and related expenses

 

12,681

12,681

Deferred revenue

 

1,774

1,774

Current portion of operating lease liabilities

3,661

3,661

Current portion of finance lease liabilities

 

340

340

Current portion of convertible senior notes, net of discount of $0.1 million

14,326

14,326

Current portion of notes payable

149

149

Current liabilities held for sale

27,657

(27,657)

(a)

Total current liabilities

 

74,030

 

(27,657)

 

823

 

47,196

Convertible senior notes, net of current portion and discount of $2.0 million and $2.3 million, respectively

184,211

184,211

Notes payable, net of current portion

1,122

1,122

Operating lease liabilities, net of current portion

38,101

38,101

Finance lease liabilities, net of current portion

758

758

Deferred tax liabilities

878

878

Other long-term liabilities

1,353

1,353

Contingent consideration

580

580

Total liabilities

 

301,033

 

(27,657)

 

823

 

274,199

Commitments and contingencies

 

 

  

 

  

 

  

Stockholders’ Equity:

 

 

  

 

  

 

  

Preferred stock

36,275

36,275

Common stock

50

50

Additional paid-in capital

 

1,147,380

 

 

 

1,147,380

Accumulated deficit

 

(769,156)

 

(80,433)

(a)

 

209,416

(b), (c)

 

(640,173)

Accumulated other comprehensive loss

 

(15,738)

 

 

 

(15,738)

Total stockholders’ equity

 

398,811

 

(80,433)

 

209,416

 

527,794

Total liabilities and stockholders’ equity

$

699,844

$

(108,090)

$

210,239

$

801,993

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

2


Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the three months ended March 31, 2025

Sale of

Historical

CRYOPDP

Pro Forma

    

(as reported)

    

Business

    

Adjustments

Pro Forma

Life sciences services revenue

$

22,865

$

$

$

22,865

Life sciences products revenue

18,175

18,175

Total revenue

41,040

41,040

Cost of services revenue

11,920

11,920

Cost of products revenue

 

10,479

10,479

Total cost of revenue

22,399

22,399

Gross margin

 

18,641

18,641

 

Operating costs and expenses:

 

 

  

 

  

 

  

Selling, general and administrative

 

24,191

 

 

(2,290)

(d)

 

21,901

Engineering and development

 

3,934

 

 

 

3,934

Total operating costs and expenses

 

28,125

 

 

(2,290)

 

25,835

 

 

 

 

Loss from operations

 

(9,484)

 

 

2,290

 

(7,194)

Other income (expense):

 

 

 

 

Investment income

1,573

1,573

Interest expense

 

(583)

 

 

 

(583)

Other income (expense), net

 

(300)

 

 

 

(300)

Total other income (expense), net

690

 

 

 

690

Loss from continuing operations before provision for income taxes

 

(8,794)

 

 

2,290

 

(6,504)

Provision for income taxes

 

(234)

 

 

(573)

(e)

 

(807)

Loss from continuing operations

(9,028)

1,717

(7,311)

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

(2,000)

(2,000)

Net loss attributable to common stockholders

$

(11,028)

$

$

$

(9,311)

Net loss per share from continuing operations - basic and diluted

$

(0.22)

$

(0.19)

Weighted average common shares issued and outstanding - basic and diluted

 

49,947,012

 

49,947,012

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

3


Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2024

Sale of

Historical

CRYOPDP

Pro Forma

    

(as reported)

    

Business

(f)

Adjustments

Pro Forma

Life sciences services revenue

$

153,660

$

(71,616)

$

$

82,044

Life sciences products revenue

74,725

74,725

Total revenue

228,385

(71,616)

156,769

Cost of services revenue

85,206

(41,853)

43,353

Cost of products revenue

 

43,548

43,548

Total cost of revenue

128,754

(41,853)

86,901

Gross margin

 

99,631

(29,763)

69,868

 

Operating costs and expenses:

 

 

  

 

  

 

  

Selling, general and administrative

 

148,978

 

(39,164)

 

 

109,814

Engineering and development

 

17,710

 

 

 

17,710

Impairment loss

63,809

63,809

Total operating costs and expenses

 

230,497

 

(39,164)

 

 

191,333

 

 

 

 

Loss from operations

 

(130,866)

 

9,401

 

 

(121,465)

Other income (expense):

 

 

 

 

Investment income

9,895

9,895

Interest expense

 

(4,108)

 

131

 

 

(3,977)

Gain on extinguishment of debt, net

 

18,505

 

 

 

18,505

Other income (expense), net

 

(6,906)

 

(140)

 

 

(7,046)

Total other income (expense), net

17,386

 

(9)

 

 

17,377

Loss before provision for income taxes

 

(113,480)

 

9,392

 

 

(104,088)

Provision for income taxes

 

(1,276)

 

869

 

 

(407)

Net loss

(114,756)

10,261

(104,495)

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

(8,000)

(8,000)

Net loss attributable to common stockholders

$

(122,756)

$

10,261

$

$

(112,495)

Net loss per share from continuing operations - basic and diluted

$

(2.49)

$

(2.28)

Weighted average common shares issued and outstanding - basic and diluted

 

49,349,624

 

49,349,624

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

4


Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2023

Sale of

Historical

CRYOPDP

Pro Forma

    

(as reported)

    

Business

(f)

Adjustments

Pro Forma

Life sciences services revenue

$

144,087

$

(64,593)

$

$

79,494

Life sciences products revenue

89,168

89,168

Total revenue

233,255

(64,593)

168,662

Cost of services revenue

81,820

(40,614)

41,206

Cost of products revenue

 

52,103

52,103

Total cost of revenue

133,923

(40,614)

93,309

Gross margin

 

99,332

(23,979)

75,353

 

Operating costs and expenses:

 

 

  

 

  

 

  

Selling, general and administrative

 

146,880

 

(35,710)

 

 

111,170

Engineering and development

 

18,040

 

 

 

18,040

Impairment loss

49,569

49,569

Total operating costs and expenses

 

214,489

 

(35,710)

 

 

178,779

 

 

 

 

Loss from operations

 

(115,157)

 

11,731

 

 

(103,426)

Other income (expense):

 

 

 

 

Investment income

10,577

10,577

Interest expense

 

(5,503)

 

(77)

 

 

(5,580)

Gain on extinguishment of debt, net

 

5,679

 

 

 

5,679

Other income (expense), net

 

5,056

 

481

 

 

5,537

Total other income (expense), net

15,809

 

404

 

 

16,213

Loss before provision for income taxes

 

(99,348)

 

12,135

 

 

(87,213)

Provision for income taxes

 

(239)

 

(79)

 

 

(318)

Net loss

(99,587)

12,056

(87,531)

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

(8,000)

(8,000)

Net loss attributable to common stockholders

$

(107,587)

$

12,056

$

$

(95,531)

Net loss per share from continuing operations - basic and diluted

$

(2.21)

$

(1.96)

Weighted average common shares issued and outstanding - basic and diluted

 

48,737,377

 

48,737,377

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

5


Cryoport, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2022

Sale of

Historical

CRYOPDP

Pro Forma

    

(as reported)

    

Business

(f)

Adjustments

Pro Forma

Life sciences services revenue

$

133,879

$

(61,194)

$

$

72,685

Life sciences products revenue

103,398

103,398

Total revenue

237,277

(61,194)

176,083

Cost of services revenue

75,187

(37,152)

38,035

Cost of products revenue

 

58,217

58,217

Total cost of revenue

133,404

(37,152)

96,252

Gross margin

 

103,873

(24,042)

79,831

 

Operating costs and expenses:

 

 

  

 

  

 

  

Selling, general and administrative

 

120,055

 

(31,322)

 

 

88,733

Engineering and development

 

15,722

 

 

 

15,722

Total operating costs and expenses

 

135,777

 

(31,322)

 

 

104,455

 

 

 

 

Loss from operations

 

(31,904)

 

7,280

 

 

(24,624)

Other income (expense):

 

 

 

 

Investment income

8,474

8,474

Interest expense

 

(6,142)

 

70

 

 

(6,072)

Other income (expense), net

 

(5,522)

 

192

 

 

(5,330)

Total other income (expense), net

(3,190)

 

262

 

 

(2,928)

Loss before provision for income taxes

 

(35,094)

 

7,542

 

 

(27,552)

Provision for income taxes

 

(2,239)

 

630

 

 

(1,609)

Net loss

(37,333)

8,172

(29,161)

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

(8,000)

(8,000)

Net loss attributable to common stockholders

$

(45,333)

$

8,172

$

$

(37,161)

Net loss per share from continuing operations - basic and diluted

$

(0.93)

$

(0.76)

Weighted average common shares issued and outstanding - basic and diluted

 

48,987,295

 

48,987,295

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

6


Cryoport, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

1.Basis of Presentation

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial information to give effect to pro forma events that are (1) directly attributable to the Transaction and (2) factually supportable. The pro forma condensed consolidated statements of operations do not reflect the estimated gain on the Transaction since this will be recognized in discontinued operations.

The unaudited pro forma condensed consolidated financial information is based on information currently available and includes certain assumptions and adjustments that management believes are reasonable. The unaudited pro forma financial information has been prepared for illustrative purposes only, and does not purport to show the results that would have occurred had such transactions been completed as of the date and for the periods presented, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors.

2.Pro Forma Adjustments

(a)Reflects the disposition of assets and liabilities attributable to the CRYOPDP Business, which were included as assets and liabilities held for sale in the Company’s financial statements for the three months ended March 31, 2025, included in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025, as well as the resulting impact to the Company’s total stockholders’ equity from the pro forma adjustments.

(b)Reflects the cash purchase price paid upon the closing of the Transaction of $133.0 million and repayment of loan indebtedness of $77.2 million.

(c)Reflects the estimated costs incurred related to the Transaction subsequent to March 31, 2025 to be accrued within accounts payable and other accrued expenses in the balance sheet as of March 31, 2025.

(d)Reflects the costs incurred related to the Transaction during the three months ended March 31, 2025.

(e)Reflects the income tax effects of all pro forma adjustments based on an estimated blended federal and state statutory tax rate of 25.0%.

(f)Reflects the revenue and expenses attributable to the CRYOPDP Business, which were included in the Company’s historical financial statements.

7