U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
Commission File Number
(Exact name of Registrant as Specified in its Charter)
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(State or other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) (Zip Code)
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(Issuer's phone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of October 12, 2023,
CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION (UNAUDITED) |
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Item 1. Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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50 |
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50 |
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2
CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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(Unaudited) |
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August 31, |
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November 30, |
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2023 |
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2022 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable (net of allowance for |
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doubtful accounts of $ |
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Prepaid expenses |
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Inventory, current portion |
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Swap contract |
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Other current assets |
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Total current assets |
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Property and Equipment-net |
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Other Assets |
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Investment - Tianhe stock |
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Duke license agreement |
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Intangible assets, net |
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Inventory, net of current portion |
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Goodwill |
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Deferred tax assets |
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Operating lease right-of-use asset |
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Deposits and other assets, net |
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Total other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
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Accrued expenses |
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Note payable |
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Line of credit |
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Current portion of operating lease liability |
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Current portion of Duke license agreement liability |
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Deferred revenue |
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Total current liabilities |
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Other Liabilities |
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Deferred revenue, net of current portion |
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Contingent consideration |
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Note payable, net of current portion and debt issuance costs |
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Operating lease long-term liability |
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Long-term liability - revenue sharing agreements |
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Total other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders' Deficit |
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Preferred stock ($ |
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Series A Junior participating preferred stock ($ |
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Common stock ($ |
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Additional paid-in capital |
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Treasury stock, at cost |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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For the Three Months Ended |
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For the Nine Months Ended |
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August 31, |
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August 31, |
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August 31, |
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August 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue: |
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Processing and storage fees |
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$ |
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$ |
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$ |
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$ |
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Public banking revenue |
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Product revenue |
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Total revenue |
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Costs and Expenses: |
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Cost of sales |
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Selling, general and administrative expenses |
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Change in fair value of contingent consideration |
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Research, development and related engineering |
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Depreciation and amortization |
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Total costs and expenses |
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Operating Income |
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Other Income (Expense): |
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Gains (losses) on marketable securities |
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Gain on interest rate swap |
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Other income |
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Interest expense |
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Total other income (expense) |
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Income before income tax expense |
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Income tax expense |
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Net Income |
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$ |
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$ |
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$ |
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$ |
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Net income per common share - basic |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding - basic |
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Net income per common share - diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding - diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
4
CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the Nine Months Ended |
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August 31, |
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August 31, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by |
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Depreciation and amortization expense |
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Change in fair value of contingent consideration |
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Unrealized (gains) losses on marketable securities |
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Unrealized gain on interest rate swap contract |
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Compensatory element of stock options |
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Provision for doubtful accounts |
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Amortization of debt issuance costs |
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Amortization of operating lease right-of-use asset |
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Changes in assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Inventory |
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Other current assets |
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( |
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Deposits and other assets, net |
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Accounts payable |
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Accrued expenses |
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( |
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Operating lease liability |
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Deferred revenue |
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Net cash from operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Payment of Duke license agreement |
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Proceeds from liquidation of marketable securities |
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Purchases of marketable securities |
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Sale of marketable securities |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Treasury stock purchases |
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Repayments of note payable |
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Repayment of line of credit |
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Proceeds from the exercise of stock options |
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Proceeds from line of credit |
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Proceeds from note payable |
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Issuance costs associated with the proceeds from the note payable |
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Payment of Cord:Use earnout |
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Net cash (used in) provided by financing activities |
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Decrease in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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$ |
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$ |
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Supplemental non-cash operating activities: |
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Lease liability arising from right-of-use asset |
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$ |
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$ |
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Supplemental investing activities: |
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Construction costs payable |
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$ |
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$ |
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Duke license agreement payable |
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$ |
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$ |
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Supplemental financing activities: |
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Dividends declared but not yet paid |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid during the year for: |
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Interest |
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$ |
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$ |
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Income taxes |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
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For the Three Months Ended August 31, 2023 |
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Treasury |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Deficit |
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Balance at May 31, 2023 |
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$ |
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$ |
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$ |
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Exercise of stock options |
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Compensatory element of stock options |
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Treasury stock |
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Net income |
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Balance at August 31, 2023 |
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$ |
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$ |
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$ |
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For the Nine Months Ended August 31, 2023 |
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Treasury |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Deficit |
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Balance at November 30, 2022 |
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$ |
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$ |
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$ |
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Exercise of stock options |
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Compensatory element of stock options |
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Treasury stock |
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Net income |
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Balance at August 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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