Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2017 | Feb. 15, 2018 | May 31, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Nov. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CCEL | ||
Entity Registrant Name | CRYO CELL INTERNATIONAL INC | ||
Entity Central Index Key | 862,692 | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 7,105,191 | ||
Entity Public Float | $ 23,416,774 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 6,279,154 | $ 3,499,881 |
Marketable securities | 439,322 | 624,223 |
Accounts receivable (net of allowance for doubtful accounts of $2,098,991 and $2,278,862, respectively) | 5,125,591 | 4,052,728 |
Prepaid expenses | 372,152 | 395,501 |
Inventory, net | 314,566 | 361,142 |
Other current assets | 206,136 | 78,448 |
Total current assets | 12,736,921 | 9,011,923 |
Property and Equipment-net | 882,382 | 979,463 |
Other Assets | ||
Intangible assets, net | 226,418 | 261,000 |
Deferred tax assets | 10,035,388 | 9,260,582 |
Deposits and other assets, net | 28,888 | 25,500 |
Total other assets | 10,290,694 | 9,547,082 |
Total assets | 23,909,997 | 19,538,468 |
Current Liabilities | ||
Accounts payable | 1,928,542 | 1,485,430 |
Accrued expenses | 2,582,475 | 2,554,330 |
Current portion of note payable | 2,000,000 | 2,000,000 |
Deferred revenue | 7,428,829 | 7,071,924 |
Total current liabilities | 13,939,846 | 13,111,684 |
Other Liabilities | ||
Deferred revenue, net of current portion | 15,752,864 | 12,596,292 |
Note payable, net of current portion and debt issuance costs | 5,295,183 | 7,819,750 |
Long-term liability - revenue sharing agreements | 1,425,000 | 1,425,000 |
Total other liabilities | 22,473,047 | 21,841,042 |
Total liabilities | 36,412,893 | 34,952,726 |
Commitments and contingencies (Note 13) | ||
Stockholders' Deficit | ||
Preferred stock | ||
Common stock ($.01 par value, 20,000,000 authorized; 12,899,517 issued and 7,103,941 outstanding as of November 30, 2017 and 12,504,464 issued and 6,789,596 outstanding as of November 30, 2016) | 128,995 | 125,044 |
Additional paid-in capital | 31,373,048 | 30,340,573 |
Treasury stock, at cost | (19,571,113) | (19,124,492) |
Accumulated other comprehensive income | 40,865 | 34,408 |
Accumulated deficit | (24,474,691) | (26,789,791) |
Total stockholders' deficit | (12,502,896) | (15,414,258) |
Total liabilities and stockholders' deficit | 23,909,997 | 19,538,468 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 2,098,991 | $ 2,278,862 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 12,899,517 | 12,504,464 |
Common stock, shares outstanding | 7,103,941 | 6,789,596 |
Series A Junior Participating Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Revenue: | ||
Processing and storage fees | $ 23,939,033 | $ 21,771,600 |
Licensee and royalty income | 1,003,056 | 1,006,319 |
Product revenue | 442,190 | 350,128 |
Total revenue | 25,384,279 | 23,128,047 |
Costs and Expenses: | ||
Cost of sales | 6,724,391 | 5,774,800 |
Selling, general and administrative expenses | 13,480,883 | 14,722,794 |
Impairment of goodwill and intangible assets | 1,989,089 | |
Research, development and related engineering | 41,165 | 53,097 |
Depreciation and amortization | 131,614 | 154,673 |
Total costs and expenses | 20,378,053 | 22,694,453 |
Operating Income | 5,006,226 | 433,594 |
Other (Expense) Income : | ||
Other expense | (79,873) | (14,671) |
Interest expense | (1,302,650) | (947,340) |
Gain on extinguishment of debt | 300,593 | |
Loss on extinguishment of revenue sharing agreement | (2,252,388) | |
Total other expense | (1,382,523) | (2,913,806) |
Income (Loss) before income tax (expense) benefit | 3,623,703 | (2,480,212) |
Income tax (expense) benefit | (1,308,603) | 1,159,412 |
Net Income (Loss) | $ 2,315,100 | $ (1,320,800) |
Net income (loss) per common share - basic | $ 0.33 | $ (0.16) |
Weighted average common shares outstanding - basic | 7,062,870 | 8,112,791 |
Net income (loss) per common share - diluted | $ 0.30 | $ (0.16) |
Weighted average common shares outstanding - diluted | 7,652,984 | 8,112,791 |
Other Comprehensive Income (Loss) | ||
Unrealized gain (loss) on marketable securities (net of tax) | $ 6,457 | $ (135,524) |
Comprehensive Income (Loss) | $ 2,321,557 | $ (1,456,324) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,315,100 | $ (1,320,800) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 229,995 | 286,650 |
Impairment of goodwill and intangible assets | 1,989,089 | |
Compensatory element of stock options | 971,730 | 1,772,306 |
Provision for doubtful accounts | 77,012 | 630,113 |
Gain on extinguishment of debt | (300,593) | |
Loss on extinguishment of revenue sharing agreements | 2,252,388 | |
Deferred income tax benefit | (774,806) | (1,911,828) |
Amortization of debt issuance costs | 125,434 | 48,435 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,149,875) | (1,624,462) |
Prepaid expenses | 23,349 | 32,318 |
Inventory | 46,576 | 114,466 |
Other current assets | (127,688) | 9,944 |
Deposits and other assets, net | (3,388) | 15,111 |
Accounts payable | 443,112 | 329,560 |
Accrued expenses | (28,145) | 648,842 |
Deferred revenue | 3,513,477 | 2,016,436 |
Net cash provided by operating activities | 5,718,173 | 4,987,975 |
Cash flows from investing activities: | ||
Release of restricted cash held in escrow | 204,344 | |
Purchases of property and equipment | (98,333) | (342,982) |
Sales (purchases) of marketable securities and other investments, net | 191,358 | (231,090) |
Net cash provided by (used in) investing activities | 93,025 | (369,728) |
Cash flows from financing activities: | ||
Extinguishment of revenue sharing agreements | (3,400,000) | |
Treasury stock purchases | (446,621) | (10,806,409) |
Repayments of note payable | (2,650,000) | (1,509,107) |
Proceeds from the exercise of stock options | 64,696 | 40,340 |
Proceeds from note payable | 10,783,433 | |
Issuance costs associated with the proceeds from the note payable | (378,785) | |
Net cash used in financing activities | (3,031,925) | (5,270,528) |
Increase (Decrease) in cash and cash equivalents | 2,779,273 | (652,281) |
Cash and cash equivalents - beginning of period | 3,499,881 | 4,152,162 |
Cash and cash equivalents - end of period | 6,279,154 | 3,499,881 |
Supplemental non-cash investing activities: | ||
Unrealized gain (loss) on marketable securities, net of tax | $ 6,457 | $ (135,524) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Nov. 30, 2015 | $ (4,964,171) | $ 122,603 | $ 28,530,368 | $ (8,318,083) | $ 169,932 | $ (25,468,991) |
Beginning balance, shares at Nov. 30, 2015 | 12,260,340 | |||||
Common stock issued | 40,340 | $ 2,441 | 37,899 | |||
Common stock issued, shares | 244,124 | |||||
Compensatory element of stock options | 1,772,306 | 1,772,306 | ||||
Unrealized gain (loss) on available for sale securities | (135,524) | (135,524) | ||||
Treasury Stock | (10,806,409) | (10,806,409) | ||||
Net income (loss) | (1,320,800) | (1,320,800) | ||||
Ending balance at Nov. 30, 2016 | (15,414,258) | $ 125,044 | 30,340,573 | (19,124,492) | 34,408 | (26,789,791) |
Ending balance, shares at Nov. 30, 2016 | 12,504,464 | |||||
Common stock issued | 64,696 | $ 3,951 | 60,745 | |||
Common stock issued, shares | 395,053 | |||||
Compensatory element of stock options | 971,730 | 971,730 | ||||
Unrealized gain (loss) on available for sale securities | 6,457 | 6,457 | ||||
Treasury Stock | (446,621) | (446,621) | ||||
Net income (loss) | 2,315,100 | 2,315,100 | ||||
Ending balance at Nov. 30, 2017 | $ (12,502,896) | $ 128,995 | $ 31,373,048 | $ (19,571,113) | $ 40,865 | $ (24,474,691) |
Ending balance, shares at Nov. 30, 2017 | 12,899,517 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business. Cryo-Cell International, Inc. (“the Company” or “Cryo-Cell”) was incorporated in Delaware on September 11, 1989 and is located in Oldsmar, Florida. The Company is organized in two reportable segments, cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use and the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells. Revenues recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers, and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. On October 10, 2001, Saneron Therapeutics, Inc. merged into one of the Company’s wholly owned subsidiaries, CCEL Bio-Therapies, non-controlling Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements as of November 30, 2017 and November 30, 2016 and for the years then ended includes the accounts of the Company and all of its subsidiaries, which are inactive. All intercompany balances have been eliminated upon consolidation. Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash and cash equivalent accounts in financial institutions, which often exceed the Federal Deposit Insurance Corporation (FDIC) limit. The Company places its cash with high quality financial institutions and believes it is not exposed to any significant credit risk. The Company may from time to time invest some of its cash funds in certificates of deposit and bond investments maintained by brokers who are insured under the Securities Investor Protection Corporation (SIPC). The Company believes these are conservative investments with a low risk for any loss of principal. The Company regularly assesses its marketable security investments for impairment and adjusts its investment strategy as it deems appropriate. The Company depends on one supplier for the source of its collection kits, a critical component of the umbilical cord blood stem cell collection process. However, the Company believes that alternative sources of supply are available. The Company depends on three suppliers for the supply and manufacturing of the PrepaCyte CB units. However, the Company believes that alternative sources of supply and manufacturing are available. During fiscal 2017 and 2016, there were no concentration of risks. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Revenue Recognition for Arrangements with Multiple Deliverables For multi-element arrangements, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and it is the price actually charged by the Company for that deliverable. The Company has identified two deliverables generally contained in the arrangements involving the sale of its umbilical cord blood product. The first deliverable is the processing of a specimen. The second deliverable is either the annual storage of a specimen, the 21-year 21-year The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by the Company in developing the ESPs for its processing, 21-year The Company records revenue from processing and storage of specimens and pursuant to agreements with licensees. The Company recognizes revenue from processing fees upon completion of processing and recognizes storage fees ratably over the contractual storage period as well as other income from royalties paid by licensees related to long-term storage contracts which the Company has under license agreements. Contracted storage periods are annual, twenty-one twenty-one-year The Company records revenue from the sale of the PrepaCyte CB product line upon shipment of the product to the Company’s customers. Revenue Sharing Agreements The Company entered into Revenue Sharing Agreements (“RSAs”) prior to 2002 with various third and related parties. The Company’s RSAs provide that in exchange for a non-refundable up-front up-front In the future, the Company could reverse the liability relating to the RSAs over an appropriate period of time, based on the Company’s expectations of the total amount of payments it expects to pay to the other party under the particular RSA. However, the RSAs do not establish a finite term or time frame over which to estimate the total payments and the Company had not previously estimated and has concluded that it is not currently practicable to estimate the projected cash flows under the RSAs. At present, the Company intends to defer the reversal of the liability, until such time as these amounts can be determined. During the periods when the Company defers the reversal of the liability, the quarterly payments made during these periods will be treated as interest expense, which will be recognized as the payments become due. In future periods, if a portion of the liability can be de-recognized de-recognized License and Royalty Agreements The Company has entered into licensing agreements with certain investors in various international markets in an attempt to capitalize on the Company’s technology. The investors typically pay a licensing fee to receive Company marketing programs, technology and know-how sub-license up-front up-front In addition to the license fee, the Company earns processing and storage fees on subsequent processing and storage revenues received by the licensee in the licensed territory and a fee on any sub-license Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity date of three months or less at the time of purchase. Accounts Receivable Accounts receivable consist of uncollateralized amounts due from clients that have enrolled and processed in the umbilical cord blood stem cell processing and storage programs and amounts due from license affiliates, and sub licensee territories. Accounts receivable are due within 30 days and are stated at amounts net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering the length of time accounts receivable are past due, the Company’s previous loss history, and the client’s current ability to pay its obligations. Therefore, if the financial condition of the Company’s clients were to deteriorate beyond the estimates, the Company may have to increase the allowance for doubtful accounts which could have a negative impact on earnings. The Company writes-off Inventory Inventory is comprised of collection kits, finished goods, work-in-process work-in-process first-in, first-out Property and Equipment Property and equipment are stated at cost. Depreciation is provided primarily by the straight-line method over the estimated useful lives of the related assets. Estimated useful lives of property and equipment are as follows: Furniture and equipment 3-10 Leasehold improvements Lesser of 8-10 Computer software – internal use 1-5 Leasehold improvements are amortized over the shorter of the respective life of the lease or the estimated useful lives of the improvements. Upon the sale or retirement of depreciable assets, the cost and related accumulated depreciation is removed from the accounts and the resulting profit or loss is reflected in earnings. Expenditures for maintenance, repairs and minor betterments are expensed as incurred. The Company capitalizes external direct costs of materials and services consumed in developing or obtaining internal-use internal-use Long-Lived Assets The Company evaluates the realizability of its long-lived assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment, such as reductions in demand or when significant economic slowdowns are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment and carrying value is in excess of fair value, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. The Company did not note any impairment as of November 30, 2017 and November 30, 2016, respectively. Goodwill Goodwill represents the excess of the purchase price of the assets acquired from CMDG (Note 2) over the estimated fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the PrepaCyte CB reporting segment level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The annual impairment assessment is performed during the fourth quarter and at other times if an event occurs or indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the reporting segment is less than its carrying amount. If we conclude it is more likely than not that the fair value of goodwill is less than its carrying amount, a quantitative impairment test is performed. During the third quarter of fiscal 2016, the Company determined that there were sufficient indicators to trigger an impairment analysis. During the fourth quarter of fiscal 2016, the Company performed its annual impairment analysis. The Company concluded that an impairment of the PrepaCyte CB reporting segment existed during the third and fourth quarters of fiscal 2016 and a goodwill impairment charge of $1,777,822 was recorded as of November 30, 2016. Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The Company records a valuation allowance when it is “more likely than not” that all of the future income tax benefits will not be realized. When the Company changes its determination as to the amount of deferred income tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made. The ultimate realization of the Company’s deferred income tax assets depends upon generating sufficient taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance, the Company projects future levels of taxable income. This assessment requires significant judgment. The Company examines the evidence related to the recent history of losses, the economic conditions in which the Company operates and forecasts and projections to make that determination. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognized tax benefits could result from management’s belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. For fiscal 2017 and 2016 the Company had no uncertain tax provisions and therefore no material provisions for interest or penalties related to uncertain tax positions. Research, Development and Related Engineering Costs Research, development and related engineering costs are expensed as incurred. Cost of Sales Cost of sales represents the associated expenses resulting from the processing, testing and storage of the umbilical cord blood. Cost of sales related to PrepaCyte CB represents the associated expenses resulting from the manufacturing of the PrepaCyte CB units. Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). Total advertising expense for the fiscal years ended November 30, 2017 and 2016 was approximately $1,008,000 and $1,186,000, respectively. Rent Expense Rent is expensed on a straight-line basis over the term of the lease and is included in cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). All leases include provisions for escalations and related costs. Legal Expense Legal fees are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). Fair Value of Financial Instruments Management uses a fair value hierarchy, which gives the highest priority to quoted prices in active markets. The fair value of financial instruments is estimated based on market trading information, where available. Absent published market values for an instrument or other assets, management uses observable market data to arrive at its estimates of fair value. Management believes that the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company believes that the fair value of its Revenue Sharing Agreements (”RSA”) liability recorded on the balance sheet is between the recorded book value and up to the Company’s previous settlement experience, due to the various terms and conditions associated with each RSA. The Company uses an accounting standard that defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of November 30, 2017 and 2016, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 96,600 $ 96,600 — — Available-for-sale 342,722 342,722 — — Total $ 439,322 $ 439,322 — — Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 304,142 $ 304,142 — — Available-for-sale 320,081 320,081 — — Total $ 624,223 $ 624,223 — — The following is a description of the valuation techniques used for these items, as well as the general classification of such items pursuant to the fair value hierarchy: Trading securities – Available-for-sale available-for-sale Product Warranty and Cryo-Cell Cares TM In December 2005, the Company began providing its customers that enrolled after December 2005 a payment warranty under which the Company agrees to pay $50,000 to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions. Effective February 1, 2012, the Company increased the $50,000 payment warranty to a $75,000 payment warranty to all of its new clients. Additionally, under the Cryo-Cell Cares TM Income (loss) per Common Share Basic income (loss) per common share was computed by dividing net income by the weighted average number of common shares outstanding for the fiscal year ended or as of the date indicated. Diluted income per common share includes the effect of all dilutive stock options. The composition of basic and diluted net income (loss) per share is as follows: November 30, 2017 November 30, 2016 Numerator: Net income (loss) $ 2,315,100 ($ 1,320,800 ) Denominator: Weighted-average shares outstanding-basic 7,062,870 8,112,791 Dilutive common shares issuable upon exercise of stock options 590,114 — Weighted-average shares-diluted 7,652,984 8,112,791 Income (loss) per share: Basic $ 0.33 ($ 0.16 ) Diluted $ 0.30 ($ 0.16 ) For the year ended November 30, 2017, the Company excluded the effect of 22,500 stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. For the year ended November 30, 2016, the Company excluded the effect of all outstanding stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. Stock Compensation As of November 30, 2017, the Company has two stock-based employee compensation plans, which are described in Note 11 to the consolidated financial statements. The Company’s most recent stock-based employee compensation plan became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $972,000 and $1,772,000 for the fiscal years ended November 30, 2017 and November 30, 2016, respectively, of stock compensation expense. The Company recognizes stock-based compensation based on the fair value of the related awards. Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of service-based vesting condition and performance-based vesting condition stock option awards is determined using the Black-Scholes valuation model. For stock option awards with only service-based vesting conditions and graded vesting features, the Company recognizes stock compensation expense based on the graded-vesting method. To value awards with market-based vesting conditions the Company uses a binomial valuation model. The Company recognizes compensation cost for awards with market-based vesting conditions on a graded-vesting basis over the derived service period calculated by the binomial valuation model. The use of these valuation models involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The estimation of stock awards that will ultimately vest requires judgment and to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period they become known. The Company considered many factors when estimating forfeitures, including the recipient groups and historical experience. Actual results and future changes in estimates may differ substantially from current estimates. The Company issues performance-based equity awards which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously stock-recognized stock-based compensation expense is reversed. The Company issues equity awards with market-based vesting conditions which vest upon the achievement of certain stock price targets. If the awards are forfeited prior to the completion of the derived service period, any recognized compensation is reversed. If the awards are forfeited after the completion of the derived service period, the compensation cost is not reversed, even if the awards never vest. Recently Issued Accounting Pronouncements In February 2018, the FASB issued Accounting Standards Update No. 2018-02 , Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230). Restricted Cash In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. No. 2014-09, Revenue from Contracts with Customers (Topic 606), In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. No. 2014-09, Revenue from Contracts with Customers (Topic 606), In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): In May 2014, the FASB issued Accounting Standards Update No. 2014-09 , Revenue from Contracts with Customers (Topic 606). No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, No. 2014-09 |
Goodwill
Goodwill | 12 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 2 – Goodwill On June 11, 2015, the Company entered into an Asset Purchase Agreement (the “APA”) with CMDG, for the purchase of certain assets and assumption of certain liabilities and contracts that CMDG used in the operation of its cord blood business, including the PrepaCyte CB Processing System which is used in cell processing laboratories to process and store stem cells from umbilical cord blood (the “Acquisition”). This transaction was accounted for as a business combination. The purchase price was $2,400,000, plus the value of inventory, comprised of $1,553,272 in cash and assumed liabilities of the seller less any prepayment made by the Company to CMDG ($966,597 at closing and $586,675 on or before September 30, 2015) and a note payable to the seller in the amount of $1,300,000. The closing was effective on June 30, 2015. In connection with the APA, the Company assumed an exclusive perpetual license agreement which enables the Company to use licensed technology in its umbilical cord blood processing and storage product for cord blood banking. Under the terms of the APA, the Company was to pay a royalty of $5 per bag set unit sold, subject to minimum annual royalties totaling $35,000. On July 12, 2017, the Company entered into a First Amendment to License Agreement (the “Amendment”) to pay $100,000 as royalties for the licenses granted and per the Amendment the license will be fully paid and no further royalty payments or license fees will be due or owed now or in the future. As of the twelve months ended November 30, 2017, royalty expense was $112,830 and is reflected in Cost of Sales on the accompanying comprehensive statements of income (loss). Goodwill represents the excess of the purchase price of the assets acquired from CMDG over the estimated fair value of the net tangible and identifiable intangible assets acquired. The annual impairment assessment is performed as of September 30 each year, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. Step one of the impairment assessment compares the fair value of the reporting unit to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss would be recorded by the amount the carrying value exceeds the implied fair value. During the third quarter of fiscal 2016, the Company determined that there were sufficient indicators to trigger an interim goodwill impairment analysis. Goodwill is included in the PrepaCyte CB reporting segment and the indicators included, among other factors: (1) decline in projected revenues, (2) decline in forecasted cash flows, and (3) loss of a key customer. Goodwill impairment testing is a two-step Step two involves comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. As a result of the analysis, the Company concluded that an impairment of the PrepaCyte CB reporting segment existed as the carrying amount of the reporting unit exceeded the implied fair value. Applying ASC 350, Intangibles-Goodwill and Other The annual impairment assessment was performed as of September 30, 2016. The Company concluded that there was an additional impairment of the PrepaCyte CB reporting segment as the carrying amount of the reporting unit exceeded the implied fair value. Applying ASC 350, Intangibles-Goodwill and Other As of November 30, 2017, and November 30, 2016, there is no goodwill reflected on the consolidated balance sheets. The operating results of PrepaCyte CB have been included in the consolidated statements of comprehensive income (loss) since the date of acquisition. |
Inventory
Inventory | 12 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory The components of inventory at November 30, 2017 and November 30, 2016 are as follows: 2017 2016 Raw materials $ — $ 9,100 Work-in-process 97,210 — Finished goods 210,854 261,000 Collection kits 14,220 98,760 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 314,566 $ 361,142 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets The Company incurs certain legal and related costs in connection with patent and trademark applications. If a future economic benefit is anticipated from the resulting patent or trademark or an alternate future use is available to the Company, such costs are capitalized and amortized over the expected life of the patent or trademark. The Company’s assessment of future economic benefit involves considerable management judgment. A different conclusion could result in the reduction of the carrying value of these assets. During the fiscal quarter ended August 31, 2016, the Company determined that there were sufficient indicators to trigger an interim goodwill impairment analysis (Note 2). The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires a comparison of the carrying amount to the sum of the future forecasted undiscounted cash flows expected to be generated by the asset per ASC 360, Property, Plant and Equipment two-step Intangible assets were as follows as of November 30, 2017 and 2016: Useful lives November 30, 2017 November 30, 2016 Patents 10-20 years $ 34,570 $ 34,570 Less: Accumulated amortization (11,800 ) (9,937 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (91,861 ) (60,194 ) Customer relationships 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (4,224 ) (3,172 ) Net Intangible Assets $ 226,418 $ 261,000 Expected amortization related to these intangible assets for each of the next five fiscal years and for periods thereafter is as follows: Fiscal years ending November 30: 2018 $ 34,582 2019 $ 34,582 2020 $ 34,582 2021 $ 34,582 2022 $ 34,582 Thereafter $ 53,508 Total $ 226,418 Amortization expense of intangibles was approximately $35,000 and $44,000 for the twelve months ended November 30, 2017 and November 30, 2016, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 5 – Note Payable On June 30, 2015, the Company entered into a note payable in the amount of $1,300,000 in connection with the APA (Note 2). The note was payable in 48 monthly installments of $29,938 including principal and interest at the rate of 5% per annum, commencing on July 31, 2015, and ending on June 30, 2019. Pursuant to the APA, the note was secured by all assets, inventory, molds and tools sold and transferred to the Company, tangible personal property held for sale or lease, accounts, contract rights, and other rights to payment and general intangibles. On April 22, 2016 the Company paid $778,287 which constituted payment in full of the Company’s payment obligations to CMDG pursuant to the terms of the original APA and Promissory Note, as well as pursuant to the terms of the Loan/Promissory Note Sale Agreement and Mutual Release executed by the Company and CMDG on April 22, 2016. Prior to making the payment in full, the Company made payments totaling $269,443 pursuant to the terms of the original APA and Promissory Note. The remaining principal balance of the note payable is $0 and is reflected on the accompanying balance sheets as of November 30, 2016. The difference between the remaining principal balance and the final payment made on April 22, 2016 was $300,593 which was recorded as gain on extinguishment of debt for the twelve months ended November 30, 2016 on the accompanying consolidated statements of comprehensive income (loss). As of the twelve months ended November 30, 2017 and November 30, 2016, the Company recognized $0 and $22,265, respectively, of interest expense related to the note payable. On May 20, 2016, the Company entered into a Credit Agreement (“Agreement”) with Texas Capital Bank, National Association (“TCB”) for a term loan of $8.0 million in senior credit facilities. The proceeds of the term loan were used by the Company to fund repurchases of the Company’s common stock. Subject to the terms of the Agreement, on May 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated May 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021. On August 26, 2016, the Company entered into a First Amendment to Credit Agreement with TCB. Pursuant to terms of the First Amendment to Credit Agreement, on August 26, 2016, TCB made an additional advance to the Company in principal amount of $2,133,433 per an Amended and Restated Promissory Note dated August 26, 2016 between the Company and TCB. The additional proceeds of the term loan were used by the Company to fund a portion of the Settlement Agreement and Release of All Claims with Charles D. Nyberg and Mary J. Nyberg, individually and as Trustees of the CDMJ Nyberg Family Trust as described in Note 15. As of November 30, 2017, and November 30, 2016, principal paid to date is approximately $2,633,000 and $633,000, respectively. As of November 30, 2017, and November 30, 2016, the Company paid interest of $406,139 and $164,799, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income (loss). On May 20, 2016, the Company also entered into a Subordination Agreement with TCB and CrowdOut Capital LLC (“CrowdOut”) for a subordinated loan of the principal amount of $650,000, which amount CrowdOut advanced to the Company on May 20, 2016. The proceeds of the subordinated loan were to be used by the Company to fund continued repurchases of the Company’s common stock. Per a promissory note dated May 20, 2016 between the Company and CrowdOut, interest at 12% per annum on the principal sum of $650,000 is payable monthly with a maturity date of July 2021, at which time, the principal amount of $650,000 was payable. On June 5, 2017, the principal sum of $650,000 plus interest of $867 was paid to CrowdOut and the subordinated loan was paid in full. As of November 30, 2017 and November 30, 2016, the Company paid interest of $40,300 and $42,250, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income (loss). Collateral of the term and subordinated loans includes all money, securities and property of the Company. The Company incurred debt issuance costs related to the term and subordinated loans in the amount of $378,785 which is recorded as a direct reduction of the carrying amount of the note payable and amortized over the life of the loan. As of November 30, 2017, and November 30, 2016, $125,434 and $48,435, respectively, of the debt issuance costs have been amortized and are reflected in interest expense on the accompanying consolidated statements of comprehensive income (loss). As of November 30, 2017, and November 30, 2016, the note payable obligation was as follows: November 30, 2017 November 30, 2016 Note payable $ 7,500,100 $ 10,150,100 Unamortized debt issuance costs (204,917 ) (330,350 ) Net note payable $ 7,295,183 $ 9,819,750 Current portion of note payable $ 2,000,000 $ 2,000,000 Long-term note payable, net of debt issuance costs 5,295,183 7,819,750 Total $ 7,295,183 $ 9,819,750 Future principal payments under the note payable obligation are as follows: Years ending November 30: Amount 2018 $ 2,000,000 2019 2,000,000 2020 2,000,000 2021 1,500,100 Total $ 7,500,100 Interest expense on the note payable for the years ended November 30, 2017 and November 30, 2016 was as follows: November 30, 2017 November 30, 2016 Interest expense on notes payable $ 446,439 $ 229,314 Debt issuance costs 125,434 48,435 Total interest expense $ 571,873 $ 277,749 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 6 – Segment Reporting During the third quarter of fiscal 2015, the Company purchased certain assets and assumed certain liabilities and contracts that CytoMedical used in the operation of its cord blood business (See Note 2). The Company evaluated and determined that this acquisition qualifies as a separate segment. The Company is organized in two reportable segments: 1. The cellular processing and cryogenic storage of umbilical cord blood and cord tissue stem cells for family use. Revenue is generated from the initial processing and testing fees and the annual storage fees charged each year for storage (the “Umbilical cord blood and cord tissue stem cell service”). 2. The manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells. Revenue is generated from the sales of the PrepaCyte CB units (the “PrepaCyte CB”). The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, income tax (expense) benefit, other comprehensive loss, and assets for the years ended November 30, 2017 and 2016: For the years ended November 30, 2017 2016 Net revenue: Umbilical cord blood and cord tissue stem cell service $ 24,942,089 $ 22,777,919 PrepaCyte CB 442,190 350,128 Total net revenue $ 25,384,279 $ 23,128,047 Cost of sales: Umbilical cord blood and cord tissue stem cell service $ 6,257,628 $ 5,446,126 PrepaCyte CB 466,763 328,674 Total cost of sales $ 6,724,391 $ 5,774,800 Operating profit: Umbilical cord blood and cord tissue stem cell service $ 5,067,228 $ 2,447,160 PrepaCyte CB (61,002 ) (2,013,566 ) Total operating profit $ 5,006,226 $ 433,594 Depreciation and amortization: Umbilical cord blood and cord tissue stem cell service $ 193,741 $ 240,916 PrepaCyte CB 36,254 45,734 Total depreciation and amortization $ 229,995 $ 286,650 Interest expense: Umbilical cord blood and cord tissue stem cell service $ 1,302,650 $ 925,075 PrepaCyte CB — 22,265 Total interest expense $ 1,302,650 $ 947,340 Income tax (expense) benefit: Umbilical cord blood and cord tissue stem cell service $ (1,308,603 ) $ 1,141,823 PrepaCyte CB — 17,589 Total income tax (expense) benefit $ (1,308,603 ) $ 1,159,412 Other comprehensive income (loss): Umbilical cord blood and cord tissue stem cell service $ 6,457 $ (135,524 ) PrepaCyte CB — — Total other comprehensive income (loss) $ 6,457 $ (135,524 ) The following table shows the assets by segment as of November 30 2017 and November 30, 2016: Assets: Umbilical cord blood and cord tissue stem cell service $ 23,360,714 $ 18,960,261 PrepaCyte CB 549,283 578,207 Total assets $ 23,909,997 $ 19,538,468 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | NOTE 7- The activity in the allowance for doubtful accounts is as follows for the years ended November 30, 2017 and 2016: December 1, 2015 $ 2,067,130 Bad Debt Expense 630,113 Write-offs (791,434 ) Recoveries 373,053 November 30, 2016 2,278,862 Bad Debt Expense 77,012 Write-offs (744,233 ) Recoveries 487,350 November 30, 2017 $ 2,098,991 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 8 – PROPERTY AND EQUIPMENT The major classes of property and equipment are as follows: 2017 2016 Furniture and equipment $ 5,066,605 $ 4,987,623 Leasehold improvements 1,188,584 1,169,232 Computer software – internal use 1,194,039 1,194,039 7,449,228 7,350,894 Less: Accumulated Depreciation (6,566,846 ) (6,371,431 ) Total Property and Equipment $ 882,382 $ 979,463 Depreciation expense was approximately $230,000 in fiscal 2017 and approximately $243,000 in fiscal 2016 of which approximately $98,000 and $132,000 is included in cost of sales, respectively, in the accompanying consolidated statements of comprehensive income (loss). |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses are as follows: November 30, 2017 2016 Professional fees $ 84,555 $ 32,210 Payroll and payroll taxes (1) 1,068,381 1,267,818 Interest expense 648,274 586,646 General expenses 424,782 223,955 Federal and state taxes 356,483 443,701 2,582,475 $ 2,554,330 (1) – Payroll and payroll taxes includes accrued vacation and wages due as of November 30, 2017 and November 30, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company recorded the following income tax provision for the years ended November 30, 2017 and 2016. 2017 2016 Current: Federal $ 1,483,000 $ 432,000 State 483,000 212,000 Foreign 108,000 109,000 Subtotal 2,074,000 753,000 Deferred: Federal (318,000 ) (1,662,000 ) State (447,000 ) (250,000 ) Foreign — — Subtotal (765,000 ) (1,912,000 ) Income Tax (Benefit) Expense $ 1,309,000 $ (1,159,000 ) As of November 30, 2017 and 2016, the tax effects of temporary differences that give rise to the deferred tax assets are as follows: 2017 2016 Tax Assets: Deferred income (Net of Discounts) $ 5,886,000 $ 4,917,000 NOLs, credits, and other carryforward items 8,000 459,000 Tax over book basis in unconsolidated affiliate 1,788,000 1,678,000 Accrued payroll 405,000 68,000 Reserves and other accruals 1,039,000 1,416,000 Stock compensation 711,000 433,000 Depreciation and Amortization 618,000 616,000 RSA Buy-out 1,909,000 1,996,000 Total Assets: 12,364,000 11,583,000 Tax Liabilities: Unrealized gains on AFS securities (12,000 ) (21,000 ) Total Liabilities: (12,000 ) (21,000 ) Less: Valuation Allowance (2,316,000 ) (2,301,000 ) Net Deferred Tax Asset $ 10,036,000 $ 9,261,000 A valuation allowance covering the deferred tax assets of the Company for November 30, 2017 and November 30, 2016, has been provided as the Company does not believe it is more likely than not that all of the future income tax benefits will be realized. The valuation allowance changed by approximately ($73,000) and ($329,000) during the years ended November 30, 2017 and 2016, respectively. The change for year ended November 30, 2016 was primarily a result of Nyberg’s RSA Buy Out, impairment of the PrepaCyte’s intangible assets, and a partial release of the valuation allowance. The change for year ended November 30, 2017 was a result of capital loss carryovers expiring unused. The Company evaluates the recoverability of our deferred tax assets as of the end of each quarter, weighing all positive and negative evidence, and are required to establish and maintain a valuation allowance for these assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which the evidence can be objectively verified. If negative evidence exists, positive evidence is necessary to support a conclusion that a valuation allowance is not needed. The positive evidence that weighed in favor or releasing the allowance as of November 30, 2016 and ultimately outweighed the negative evidence against releasing the allowance was the following: • Identifiable sources of future income relating to the company’s deferred revenue accounts. • Certainty as to the amount available of deferred tax assets and nature in which the deferred tax assets reverse; • Profitability for years ended November 30, 2014 and 2015 and our expectations regarding the sustainability of these profits; • The Company’s three-year cumulative position as of November 30, 2016; and • The Company’s taxable income projection for fiscal years ending November 30, 2017, 2018 and 2019. The Tax Cuts and Jobs Act (the “Tax Act”) was signed into law on December 22, 2017. The Tax Act makes significant changes to provisions of the Internal Revenue Code, including changing the corporate tax rate to a flat 21% rate as of January 1, 2018. This requires the Company’s net deferred tax assets and liabilities to be revalued at the newly enacted U.S. corporate rate. The impact will be recognized in tax expense in the year of enactment (i.e., for the Company, the fiscal year ended November 30, 2018). Based on evaluation, the Company’s discrete expense for the rate impact will be approximately $3.0 million. Based on the Company’s evaluation, the Tax Act is not expected to impact the recoverability of its deferred tax asset. A reconciliation of the income tax provision with the amount of tax computed by applying the federal statutory rate to pretax income follows: For the Years Ended November 30, 2017 % 2016 % Tax at Federal Statutory Rate 1,195,000 34.0 (880,000 ) 34.0 State Income Tax Effect 179,000 5.1 (94,000 ) 3.6 Valuation Allowance Release — 0.0 (329,000 ) (12.7 ) Permanent Disallowances 159,000 4.5 184,000 (7.3 ) Deferred Repricing (343,000 ) (9.8 ) — Other 119,000 3.4 (40,000 ) 1.6 Foreign tax credits (108,000 ) (3.1 ) (109,000 ) 4.3 Foreign tax withholding 108,000 3.1 109,000 (4.3 ) Total income taxes $ 1,309,000 37.2 $ (1,159,000 ) 47.7 The Company adopted the accounting standard for uncertain tax positions, ASC 740-10, The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. For the years ended November 30, 2017 and 2016, the Company had no material provisions for interest or penalties related to uncertain tax positions. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. The table below summarizes the open tax years and ongoing tax examinations in major jurisdictions as of November 30, 2017: Jurisdiction Open Tax Years Examinations in Process United States – Federal Income Tax 2013 - 2016 N/A United States – Various States 2012 - 2016 N/A |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY. Common Stock Issuances During the year ended November 30, 2017, the Company issued 33,031 common shares to option holders who exercised options for $64,696. During the year ended November 30, 2016, the Company issued 23,399 common shares to option holders who exercised options for $40,340. Employee Stock Incentive Plan The Company maintains the 2006 Stock Incentive Plan (the “2006 Plan”) under which it has reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, stock-appreciation rights (commonly referred to as “SARs”) and stock awards (i.e. performance options to purchase shares and performance units). As of November 30, 2017, and November 30, 2016, there were 457,250 and 572,281 options issued, but not yet exercised, under the 2006 Plan, respectively. As of November 30, 2017, there were 308,929 shares available for future issuance under the 2006 Plan. The Company maintains the 2012 Equity Incentive Plan (the “2012 Plan”) which became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting on July 10, 2012. The 2012 Plan originally reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, SARs, and other stock awards (i.e. performance shares and performance units). In May 2012, the Board of Directors approved an amendment to the 2012 Plan to increase the number of shares of the Company’s common stock reserved for issuance to 2,500,000 shares. As of November 30, 2017, there were 569,729 service-based options issued, 129,729 service-based restricted common shares granted, 825,221 performance-based and 116,240 market-based restricted common shares granted under the 2012 Plan. As of November 30, 2016, there were 569,729 service-based options issued, 129,729 service-based restricted common shares granted, 630,970 performance-based and 116,240 market-based restricted common shares granted under the 2012 Plan. As of November 30, 2017, there were 859,081 shares available for future issuance under the 2012 Plan. Service-based vesting condition options The fair value of each option award is estimated on the date of the grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s stock over the most recent period commensurate with the expected life of the Company’s stock options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of options granted to employees is calculated, in accordance with the “simplified method” for “plain vanilla” stock options allowed under GAAP. Expected dividends are based on the historical trend of the Company not issuing dividends. Variables used to determine the fair value of the options granted for the years ended November 30, 2017 and November 30, 2016 are as follows: 2017 2016 Weighted average values: Expected dividends 0 % 0 % Expected volatility 52.07 % 66.39 % Risk free interest rate 1.82 % 1.22 % Expected life 5.0 years 5.6 years Stock option activity for options with only service-based vesting conditions for the year ended November 30, 2017, was as follows: Options Weighted Weighted Aggregate Outstanding at November 30, 2016 1,142,010 $ 2.36 4.99 $ 2,157,112 Granted 25,000 6.95 27,750 Exercised (33,031 ) 1.96 108,349 Expired/forfeited (107,000 ) 2.19 628,280 Outstanding at November 30, 2017 1,026,979 2.50 4.48 $ 5,706,107 Exercisable at November 30, 2017 987,811 2.41 4.34 $ 5,580,178 The weighted average grant date fair value of options granted during the years ended November 30, 2017 and November 30, 2016 was $3.23 and $1.86, respectively. The aggregate intrinsic value represents the total value of the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money Significant option groups outstanding and exercisable at November 30, 2017 and related price and contractual life information are as follows: Outstanding Exercisable Range of Exercise Prices Outstanding Weighted Weighted Outstanding Weighted $1.01 to $2.00 423,750 3.93 $ 1.73 423,750 $ 1.73 $2.01 to $3.00 351,000 2.81 $ 2.68 351,000 $ 2.68 $3.01 to $4.00 227,229 7.57 $ 3.18 205,564 $ 3.18 $6.01 to $7.00 25,000 9.34 $ 6.95 7,497 $ 7.00 1,026,979 4.48 $ 2.50 987,811 $ 2.41 A summary of the status of the Company’s non-vested Options Weighted Average Non-vested 97,406 $ 1.84 Granted 25,000 3.23 Vested (83,238 ) 1.99 Forfeited — — Non-vested 39,168 $ 2.41 As of November 30, 2017, there was approximately $51,000 of total unrecognized compensation cost related to non-vested Performance and market-based vesting condition options There were no performance-based or market-based vesting condition options granted during the fiscal years ended November 30, 2017 and November 30, 2016. As of November 30, 2017 and November 30, 2016, there were no performance or market-based vesting condition options outstanding. Restricted common shares During the first quarter fiscal 2014, the Company entered into Amended and Restated Employment Agreements (“Employment Agreements”) with each of the Company’s Co-CEOs. Co-CEOs The Employment Agreements also provide for the grant of restricted shares of the Company’s common stock based on certain performance measures being attained by each of the Company’s Co-CEOs. As of November 30, 2015, certain market and performance thresholds were met during fiscal year 2015 and the Board agreed to grant David Portnoy and Mark Portnoy 118,117 and 102,711 shares of restricted common shares, respectively. The fair value of the shares with a grant date during the 2015 fiscal year was approximately $336,000. During fiscal year 2016, there was approximately $242,000 of total unrecognized compensation cost recognized as the Board granted certain subjective performance shares with a grant date during the 2016 fiscal year and these costs are reflected as selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss) as of November 30, 2016. As of April 15, 2016, the Company entered into Amended and Restated Employment Agreements (“Employment Agreements”) with each of the Company’s Co-CEOs. Co-CEOs November 30, 2016, then no later than February 28, 2017, the Company will grant up to 186,487 and 162,163 shares of common stock. Based upon the performance measures being attained, the Company granted a total of 183,145 and 159,257 shares of common stock to David Portnoy and Mark Portnoy, respectively. The fair value of the shares to be granted is approximately $1,252,000 and is reflected as selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss) for the year ended November 30, 2016. There was $0 of total unrecognized compensation cost as of November 30, 2017. As of April 18, 2016, the Company entered into a second Amendment Agreement (the “Amendment”), with the Company’s CIO Oleg Mikulinsky effective December 1, 2015, amending certain terms of the Amendment Agreement dated May 1, 2013 and Mikulinsky Employment Agreement dated March 5, 2012. The Amendment provides for the grant of shares of the Company’s common stock based on certain performance measures being attained by the Company during fiscal year 2016. The Amendment states if Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company will grant Executive up to 20,000 shares of restricted stock based on performance as set forth in the Amendment. Based upon performance measures being attained, the Company granted a total of 19,620 shares of common stock to Oleg Mikulinksy. The fair value of the shares granted is approximately $78,000, and $32,000 is reflected as selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss) for the year ended November 30, 2016. There remaining $46,000 was reflected as selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss) for the year ended November 30, 2017. There is $0 of total unrecognized compensation cost as of November 30, 2017. As of April 15, 2016, the Company entered into Amended and Restated Employment Agreements (“Employment Agreements”) with each of the Company’s Co-CEOs. Co-CEOs As of April 18, 2016, the Company entered into a second Amendment Agreement (the “Amendment”), with the Company’s CIO Oleg Mikulinsky effective December 1, 2015, amending certain terms of the Amendment Agreement dated May 1, 2013 and Mikulinsky Employment Agreement dated March 5, 2012. The Amendment provides for the grant of shares of the Company’s common stock based on certain performance measures being attained by the Company during fiscal year 2017. The Amendment states if Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018, the Company will grant Executive up to 20,000 shares of restricted stock based on performance as set forth in the Amendment. Based upon performance measures being attained, the Company will grant a total of 11,396 shares of common stock to Oleg Mikulinksy. The fair value of the shares granted is approximately $80,000 and $40,000 is reflected as selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss) for the year ended November 30, 2017. There was $40,000 of total unrecognized compensation cost as of November 30, 2017 that will be recognized in fiscal year 2018. Preferred Stock Rights Plan On November 26, 2014, the Board of Directors of the Company declared a dividend payable December 5, 2014 of one preferred share purchase right (a “Right”) for each share of common stock, par value $0.01 per share, of the Company (a “Common Share”) outstanding as of the close of business on December 5, 2014 (the “Record Date”) and authorized the issuance of one Right for each additional Common Share that becomes outstanding between the Record Date and the earliest of the close of business on the Distribution Date, the Redemption Date , and the close of business on the Final Expiration Date, and for certain additional Common Shares that become outstanding after the Distribution Date, such as upon the exercise of stock options or conversion or exchange of securities or notes. Rights were to be issued pursuant to a Rights Agreement dated as of December 5, 2014 (the “Rights Agreement”), between the Company and Continental Stock and Transfer Trust, as Rights Agent (the “Rights Agent”). The Rights were not intended to prevent an acquisition of the Company that the Board of Directors of the Company considers favorable to and in the best interests of all shareholders of the Company. Rather, because the exercise of the Rights may cause substantial dilution to an Acquiring Person unless the Rights are redeemed by the Board of Directors before an acquisition transaction, the Rights Agreement ensures that the Board of Directors has the ability to negotiate with an Acquiring Person on behalf of unaffiliated shareholders. The Rights Agreement were to expire on December 5, 2017, unless earlier redeemed, exchanged, terminated, or unless the expiration date is extended. Effective October 31, 2016, the Company terminated the Rights Agreement through an Amendment to Rights Agreement (“Rights Amendment”) which revised the termination date of the Rights Agreement. Pursuant to the Rights Amendment, the termination of the Rights Agreement was effective October 31, 2016. |
License Agreements
License Agreements | 12 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License Agreements | NOTE 12 – LICENSE AGREEMENTS The Company enters into two types of licensing agreements and in both types, the Company earns revenue on the initial license fees. Under the technology agreements, the Company earns processing and storage royalties from the affiliates that process in their own facility. Under the marketing agreements, the Company earns processing and storage revenues from affiliates that store specimens in the Company’s facility in Oldsmar, Florida. Technology Agreements The Company has entered into a definitive License and Royalty Agreement with LifeCell International Private Limited, formerly Asia Cryo-Cell Private Limited, (“LifeCell”) to establish and market its umbilical cord blood and menstrual stem cell programs in India. Per the License and Royalty Agreement with Lifecell, there is a $1,000,000 on the amount of royalty due to the Company per year and a $10 Million cap on the amount of royalties due to the Company for the term of the License and Royalty Agreement. Since inception of the License and Royalty Agreement, the Company has recorded $6,100,000 in royalty income due under the terms of the License and Royalty Agreement, of which, Lifecell has paid the Company $5,700,000 as of November 30, 2017. The balance of $400,000 is reflected as Accounts Receivable on the accompanying consolidated balance sheets. Marketing Agreements The Company has definitive license agreements to market the Company’s umbilical cord blood stem cell programs in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Pakistan. The following table details the processing and storage royalties earned for the technology agreements for fiscal years 2017 and 2016. The initial license fees and processing and storage royalties are reflected in licensee income in the accompanying consolidated statements of comprehensive income (loss). For the years ended November 30, 2017 2016 License Processing Total License Processing Total India — 1,003, 056 1,003,056 — 1,006,319 1,006,319 Total $ — $ 1,003,056 $ 1,003,056 $ — $ 1,006,319 $ 1,006,319 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has employment agreements in place for certain members of management. These employment agreements which include severance arrangements, are for periods ranging from one to two years and contain certain provisions for severance payments in the event of termination or change of control. Leases The Company entered into a ten-year 17,600-square 17,600-square Rent charged to operations was $310,970 and $288,832 for the fiscal years ended November 30, 2017 and 2016, respectively, and is included in cost of sales and selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). The future minimum rental payments under the operating lease are as follows: Fiscal Year Ending November 30, Rent 2018 $ 229,038 2019 $ 19,087 The Company entered into a one-year Legal Proceedings On December 3, 2015, a complaint styled Gary T. Brotherson, M.D., et al. v. Cryo-Cell International, Inc., 15-007461-CI, the court in which the action is pending. On January 12, 2016, the Company served its answer, affirmative defenses, and counterclaim against the plaintiffs. The Company believes the plaintiffs’ claims are without merit and it intends to contest the action vigorously. At this time, it is not possible for the Company to estimate the loss or the range of possible loss in the event of an unfavorable outcome, as the ultimate resolution of the complaint is uncertain at this time. No amounts have been accrued as of November 30, 2017. On January 20, 2016, a class action complaint was filed in the Court of the Chancery of the State of Delaware against the Company and certain current officers and directors of the Company (Case No. 11915-VCG). On February 24, 2016, a complaint styled Charles D. Nyberg and Mary J. Nyberg and as trustees of the CDMJNyberg Family Trust v. Cryo-Cell International, Inc., In addition, from time to time the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business. The Company believes that the ultimate resolution of current matters should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable ultimate outcome for or resolution which could be material to the Company’s results of operations for a particular quarterly reporting period. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Nov. 30, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plan | NOTE 14 – RETIREMENT PLAN The Company maintains a 401(k) retirement plan (the “401(k) Plan”), which allows eligible employees to defer up to 15% of their eligible compensation. In fiscal 2008, the Company implemented an employer match up to certain limits. In fiscal 2010, the Company implemented a Safe Harbor provision with matching contributions up to certain limits. For the years ended November 30, 2017 and November 30, 2016, the Company made matching contributions of approximately $141,000 and $121,000, respectively, to the 401(k) Plan. |
Revenue Sharing Agreements ("RS
Revenue Sharing Agreements ("RSAs") | 12 Months Ended |
Nov. 30, 2017 | |
Text Block [Abstract] | |
Revenue Sharing Agreements ("RSAs") | NOTE 15 – REVENUE SHARING AGREEMENTS (“RSAs”) Florida Illinois on-going Texas on-going The Company made total payments to all RSA holders of $589,399 and $666,138 for the fiscal years ended November 30, 2017 and 2016, respectively. The Company recorded an RSA accrual of $616,990 and $546,229 as of November 30, 2017 and 2016, respectively, related to interest owed to the RSA holders, which is included in accrued expenses in the Company’s consolidated financial statements. The Company also recorded interest expense of $730,778 and $669,590 for the fiscal years ended November 30, 2017 and 2016, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income (loss). Extinguishment of RSAs On July 27, 2016, the Company entered into a Settlement Agreement and Release of All Claims (“Agreement”) with Charles D. Nyberg and Mary J. Nyberg, individually and as Trustees of the CDMJ Nyberg Family Trust (collectively, the “Nybergs”). Pursuant to the terms of the Agreement, on August 26, 2016, the Company made a one-time lump-sum |
Share Repurchase Plan
Share Repurchase Plan | 12 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Share Repurchase Plan | NOTE 16 – SHARE REPURCHASE PLAN In December 2011, the Company’s Board of Directors authorized management at its discretion to repurchase up to one million (1,000,000) shares of the Company’s outstanding common stock. On June 6, 2012, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to three million (3,000,000). On April 8, 2015, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to six million (6,000,000) shares. On October 6, 2016, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to eight million (8,000,000) shares. The repurchases must be effectuated through open market purchases, privately negotiated block trades, unsolicited negotiated transactions, and/or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 On June 20, 2016, the Company entered into a Stock Purchase Agreement with Ki Yong Choi and Michael Cho. Pursuant to the Stock Purchase Agreement, the Company purchased 2,179,068 Shares from Ki Yong Choi and 13,416 Shares from Michael Cho for $4.50 per share, $9,866,178 in the aggregate, that was funded through the proceeds of a term loan for approximately $8 million in senior credit facilities and the remainder through the working capital of the Company. As of November 30, 2017, the Company had repurchased an aggregate of 5,801,086 shares of the Company’s common stock at an average price of $3.37 per share through open market and privately negotiated transactions. As of November 30, 2016, the Company had repurchased an aggregate of 5,714,171 shares of the Company’s common stock, inclusive of the shares that were accepted as part of the tender offer for the Stock Purchase Agreement with Ki Yond Choi and Michael Cho, at an average price of $3.35 per share through open market and privately negotiated transactions. The repurchased shares are held as treasury stock at cost and have been removed from common shares outstanding as of November 30, 2017 and November 30, 2016. As of November 30, 2017, and November 30, 2016, 5,801,086 and 5,714,868 shares, respectively, were held as treasury stock. Subsequent to the balance sheet date, the Company has not repurchased any additional shares of the Company’s common stock. |
Relate Party Transactions
Relate Party Transactions | 12 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Relate Party Transactions | NOTE 17 – RELATED PARTY TRANSACTIONS David Portnoy, the Company’s Chairman and Co-Chief Co-Chief Co-Chief Co-Chief |
Description of Business and S24
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business. Cryo-Cell International, Inc. (“the Company” or “Cryo-Cell”) was incorporated in Delaware on September 11, 1989 and is located in Oldsmar, Florida. The Company is organized in two reportable segments, cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use and the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells. Revenues recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers, and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. On October 10, 2001, Saneron Therapeutics, Inc. merged into one of the Company’s wholly owned subsidiaries, CCEL Bio-Therapies, non-controlling |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements as of November 30, 2017 and November 30, 2016 and for the years then ended includes the accounts of the Company and all of its subsidiaries, which are inactive. All intercompany balances have been eliminated upon consolidation. |
Concentration of Risks | Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash and cash equivalent accounts in financial institutions, which often exceed the Federal Deposit Insurance Corporation (FDIC) limit. The Company places its cash with high quality financial institutions and believes it is not exposed to any significant credit risk. The Company may from time to time invest some of its cash funds in certificates of deposit and bond investments maintained by brokers who are insured under the Securities Investor Protection Corporation (SIPC). The Company believes these are conservative investments with a low risk for any loss of principal. The Company regularly assesses its marketable security investments for impairment and adjusts its investment strategy as it deems appropriate. The Company depends on one supplier for the source of its collection kits, a critical component of the umbilical cord blood stem cell collection process. However, the Company believes that alternative sources of supply are available. The Company depends on three suppliers for the supply and manufacturing of the PrepaCyte CB units. However, the Company believes that alternative sources of supply and manufacturing are available. During fiscal 2017 and 2016, there were no concentration of risks. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenue Recognition for Arrangements with Multiple Deliverables For multi-element arrangements, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and it is the price actually charged by the Company for that deliverable. The Company has identified two deliverables generally contained in the arrangements involving the sale of its umbilical cord blood product. The first deliverable is the processing of a specimen. The second deliverable is either the annual storage of a specimen, the 21-year 21-year The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by the Company in developing the ESPs for its processing, 21-year The Company records revenue from processing and storage of specimens and pursuant to agreements with licensees. The Company recognizes revenue from processing fees upon completion of processing and recognizes storage fees ratably over the contractual storage period as well as other income from royalties paid by licensees related to long-term storage contracts which the Company has under license agreements. Contracted storage periods are annual, twenty-one twenty-one-year The Company records revenue from the sale of the PrepaCyte CB product line upon shipment of the product to the Company’s customers. |
Revenue Sharing Agreements | Revenue Sharing Agreements The Company entered into Revenue Sharing Agreements (“RSAs”) prior to 2002 with various third and related parties. The Company’s RSAs provide that in exchange for a non-refundable up-front up-front In the future, the Company could reverse the liability relating to the RSAs over an appropriate period of time, based on the Company’s expectations of the total amount of payments it expects to pay to the other party under the particular RSA. However, the RSAs do not establish a finite term or time frame over which to estimate the total payments and the Company had not previously estimated and has concluded that it is not currently practicable to estimate the projected cash flows under the RSAs. At present, the Company intends to defer the reversal of the liability, until such time as these amounts can be determined. During the periods when the Company defers the reversal of the liability, the quarterly payments made during these periods will be treated as interest expense, which will be recognized as the payments become due. In future periods, if a portion of the liability can be de-recognized de-recognized |
License and Royalty Agreements | License and Royalty Agreements The Company has entered into licensing agreements with certain investors in various international markets in an attempt to capitalize on the Company’s technology. The investors typically pay a licensing fee to receive Company marketing programs, technology and know-how sub-license up-front up-front In addition to the license fee, the Company earns processing and storage fees on subsequent processing and storage revenues received by the licensee in the licensed territory and a fee on any sub-license |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity date of three months or less at the time of purchase. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of uncollateralized amounts due from clients that have enrolled and processed in the umbilical cord blood stem cell processing and storage programs and amounts due from license affiliates, and sub licensee territories. Accounts receivable are due within 30 days and are stated at amounts net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering the length of time accounts receivable are past due, the Company’s previous loss history, and the client’s current ability to pay its obligations. Therefore, if the financial condition of the Company’s clients were to deteriorate beyond the estimates, the Company may have to increase the allowance for doubtful accounts which could have a negative impact on earnings. The Company writes-off |
Inventory | Inventory Inventory is comprised of collection kits, finished goods, work-in-process work-in-process first-in, first-out |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is provided primarily by the straight-line method over the estimated useful lives of the related assets. Estimated useful lives of property and equipment are as follows: Furniture and equipment 3-10 Leasehold improvements Lesser of 8-10 Computer software – internal use 1-5 Leasehold improvements are amortized over the shorter of the respective life of the lease or the estimated useful lives of the improvements. Upon the sale or retirement of depreciable assets, the cost and related accumulated depreciation is removed from the accounts and the resulting profit or loss is reflected in earnings. Expenditures for maintenance, repairs and minor betterments are expensed as incurred. The Company capitalizes external direct costs of materials and services consumed in developing or obtaining internal-use internal-use |
Long-Lived Assets | Long-Lived Assets The Company evaluates the realizability of its long-lived assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment, such as reductions in demand or when significant economic slowdowns are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment and carrying value is in excess of fair value, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. The Company did not note any impairment as of November 30, 2017 and November 30, 2016, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of the assets acquired from CMDG (Note 2) over the estimated fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the PrepaCyte CB reporting segment level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The annual impairment assessment is performed during the fourth quarter and at other times if an event occurs or indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the reporting segment is less than its carrying amount. If we conclude it is more likely than not that the fair value of goodwill is less than its carrying amount, a quantitative impairment test is performed. During the third quarter of fiscal 2016, the Company determined that there were sufficient indicators to trigger an impairment analysis. During the fourth quarter of fiscal 2016, the Company performed its annual impairment analysis. The Company concluded that an impairment of the PrepaCyte CB reporting segment existed during the third and fourth quarters of fiscal 2016 and a goodwill impairment charge of $1,777,822 was recorded as of November 30, 2016. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The Company records a valuation allowance when it is “more likely than not” that all of the future income tax benefits will not be realized. When the Company changes its determination as to the amount of deferred income tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made. The ultimate realization of the Company’s deferred income tax assets depends upon generating sufficient taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance, the Company projects future levels of taxable income. This assessment requires significant judgment. The Company examines the evidence related to the recent history of losses, the economic conditions in which the Company operates and forecasts and projections to make that determination. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognized tax benefits could result from management’s belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. For fiscal 2017 and 2016 the Company had no uncertain tax provisions and therefore no material provisions for interest or penalties related to uncertain tax positions. |
Research, Development and Related Engineering Costs | Research, Development and Related Engineering Costs Research, development and related engineering costs are expensed as incurred. |
Cost of Sales | Cost of Sales Cost of sales represents the associated expenses resulting from the processing, testing and storage of the umbilical cord blood. Cost of sales related to PrepaCyte CB represents the associated expenses resulting from the manufacturing of the PrepaCyte CB units. |
Advertising | Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). Total advertising expense for the fiscal years ended November 30, 2017 and 2016 was approximately $1,008,000 and $1,186,000, respectively. |
Rent Expense | Rent Expense Rent is expensed on a straight-line basis over the term of the lease and is included in cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). All leases include provisions for escalations and related costs. |
Legal Expense | Legal Expense Legal fees are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Management uses a fair value hierarchy, which gives the highest priority to quoted prices in active markets. The fair value of financial instruments is estimated based on market trading information, where available. Absent published market values for an instrument or other assets, management uses observable market data to arrive at its estimates of fair value. Management believes that the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company believes that the fair value of its Revenue Sharing Agreements (”RSA”) liability recorded on the balance sheet is between the recorded book value and up to the Company’s previous settlement experience, due to the various terms and conditions associated with each RSA. The Company uses an accounting standard that defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of November 30, 2017 and 2016, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 96,600 $ 96,600 — — Available-for-sale 342,722 342,722 — — Total $ 439,322 $ 439,322 — — Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 304,142 $ 304,142 — — Available-for-sale 320,081 320,081 — — Total $ 624,223 $ 624,223 — — The following is a description of the valuation techniques used for these items, as well as the general classification of such items pursuant to the fair value hierarchy: Trading securities – Available-for-sale available-for-sale |
Product Warranty and Cryo-Cell CaresTM Program | Product Warranty and Cryo-Cell Cares TM In December 2005, the Company began providing its customers that enrolled after December 2005 a payment warranty under which the Company agrees to pay $50,000 to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions. Effective February 1, 2012, the Company increased the $50,000 payment warranty to a $75,000 payment warranty to all of its new clients. Additionally, under the Cryo-Cell Cares TM |
Income (loss) per Common Share | Income (loss) per Common Share Basic income (loss) per common share was computed by dividing net income by the weighted average number of common shares outstanding for the fiscal year ended or as of the date indicated. Diluted income per common share includes the effect of all dilutive stock options. The composition of basic and diluted net income (loss) per share is as follows: November 30, 2017 November 30, 2016 Numerator: Net income (loss) $ 2,315,100 ($ 1,320,800 ) Denominator: Weighted-average shares outstanding-basic 7,062,870 8,112,791 Dilutive common shares issuable upon exercise of stock options 590,114 — Weighted-average shares-diluted 7,652,984 8,112,791 Income (loss) per share: Basic $ 0.33 ($ 0.16 ) Diluted $ 0.30 ($ 0.16 ) For the year ended November 30, 2017, the Company excluded the effect of 22,500 stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. For the year ended November 30, 2016, the Company excluded the effect of all outstanding stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. |
Stock Compensation | Stock Compensation As of November 30, 2017, the Company has two stock-based employee compensation plans, which are described in Note 11 to the consolidated financial statements. The Company’s most recent stock-based employee compensation plan became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $972,000 and $1,772,000 for the fiscal years ended November 30, 2017 and November 30, 2016, respectively, of stock compensation expense. The Company recognizes stock-based compensation based on the fair value of the related awards. Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of service-based vesting condition and performance-based vesting condition stock option awards is determined using the Black-Scholes valuation model. For stock option awards with only service-based vesting conditions and graded vesting features, the Company recognizes stock compensation expense based on the graded-vesting method. To value awards with market-based vesting conditions the Company uses a binomial valuation model. The Company recognizes compensation cost for awards with market-based vesting conditions on a graded-vesting basis over the derived service period calculated by the binomial valuation model. The use of these valuation models involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The estimation of stock awards that will ultimately vest requires judgment and to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period they become known. The Company considered many factors when estimating forfeitures, including the recipient groups and historical experience. Actual results and future changes in estimates may differ substantially from current estimates. The Company issues performance-based equity awards which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously stock-recognized stock-based compensation expense is reversed. The Company issues equity awards with market-based vesting conditions which vest upon the achievement of certain stock price targets. If the awards are forfeited prior to the completion of the derived service period, any recognized compensation is reversed. If the awards are forfeited after the completion of the derived service period, the compensation cost is not reversed, even if the awards never vest. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2018, the FASB issued Accounting Standards Update No. 2018-02 , Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230). Restricted Cash In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. No. 2014-09, Revenue from Contracts with Customers (Topic 606), In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. No. 2014-09, Revenue from Contracts with Customers (Topic 606), In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): In May 2014, the FASB issued Accounting Standards Update No. 2014-09 , Revenue from Contracts with Customers (Topic 606). No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, No. 2014-09 |
Description of Business and S25
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Estimated useful lives of property and equipment are as follows: Furniture and equipment 3-10 Leasehold improvements Lesser of 8-10 Computer software – internal use 1-5 |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of November 30, 2017 and 2016, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 96,600 $ 96,600 — — Available-for-sale 342,722 342,722 — — Total $ 439,322 $ 439,322 — — Fair Value at Fair Value Measurements at Description Level 1 Level 2 Level 3 Assets: Trading securities $ 304,142 $ 304,142 — — Available-for-sale 320,081 320,081 — — Total $ 624,223 $ 624,223 — — |
Calculation of Basic and Diluted Net Income (Loss) per Common Share | The composition of basic and diluted net income (loss) per share is as follows: November 30, 2017 November 30, 2016 Numerator: Net income (loss) $ 2,315,100 ($ 1,320,800 ) Denominator: Weighted-average shares outstanding-basic 7,062,870 8,112,791 Dilutive common shares issuable upon exercise of stock options 590,114 — Weighted-average shares-diluted 7,652,984 8,112,791 Income (loss) per share: Basic $ 0.33 ($ 0.16 ) Diluted $ 0.30 ($ 0.16 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at November 30, 2017 and November 30, 2016 are as follows: 2017 2016 Raw materials $ — $ 9,100 Work-in-process 97,210 — Finished goods 210,854 261,000 Collection kits 14,220 98,760 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 314,566 $ 361,142 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows as of November 30, 2017 and 2016: Useful lives November 30, 2017 November 30, 2016 Patents 10-20 years $ 34,570 $ 34,570 Less: Accumulated amortization (11,800 ) (9,937 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (91,861 ) (60,194 ) Customer relationships 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (4,224 ) (3,172 ) Net Intangible Assets $ 226,418 $ 261,000 |
Schedule of Expected Amortization Expenses | Expected amortization related to these intangible assets for each of the next five fiscal years and for periods thereafter is as follows: Fiscal years ending November 30: 2018 $ 34,582 2019 $ 34,582 2020 $ 34,582 2021 $ 34,582 2022 $ 34,582 Thereafter $ 53,508 Total $ 226,418 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable Obligation | As of November 30, 2017, and November 30, 2016, the note payable obligation was as follows: November 30, 2017 November 30, 2016 Note payable $ 7,500,100 $ 10,150,100 Unamortized debt issuance costs (204,917 ) (330,350 ) Net note payable $ 7,295,183 $ 9,819,750 Current portion of note payable $ 2,000,000 $ 2,000,000 Long-term note payable, net of debt issuance costs 5,295,183 7,819,750 Total $ 7,295,183 $ 9,819,750 |
Summary of Future Principal Payments under Note Payable Obligation | Future principal payments under the note payable obligation are as follows: Years ending November 30: Amount 2018 $ 2,000,000 2019 2,000,000 2020 2,000,000 2021 1,500,100 Total $ 7,500,100 |
Summary of Interest Expense on Note Payable | Interest expense on the note payable for the years ended November 30, 2017 and November 30, 2016 was as follows: November 30, 2017 November 30, 2016 Interest expense on notes payable $ 446,439 $ 229,314 Debt issuance costs 125,434 48,435 Total interest expense $ 571,873 $ 277,749 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Net Revenue, Cost of Sales, Operating Profit, Depreciation and Amortization, Interest Expense, Income Tax Benefit (Expense), Other Comprehensive Income, and Assets by Segment | The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, income tax (expense) benefit, other comprehensive loss, and assets for the years ended November 30, 2017 and 2016: For the years ended November 30, 2017 2016 Net revenue: Umbilical cord blood and cord tissue stem cell service $ 24,942,089 $ 22,777,919 PrepaCyte CB 442,190 350,128 Total net revenue $ 25,384,279 $ 23,128,047 Cost of sales: Umbilical cord blood and cord tissue stem cell service $ 6,257,628 $ 5,446,126 PrepaCyte CB 466,763 328,674 Total cost of sales $ 6,724,391 $ 5,774,800 Operating profit: Umbilical cord blood and cord tissue stem cell service $ 5,067,228 $ 2,447,160 PrepaCyte CB (61,002 ) (2,013,566 ) Total operating profit $ 5,006,226 $ 433,594 Depreciation and amortization: Umbilical cord blood and cord tissue stem cell service $ 193,741 $ 240,916 PrepaCyte CB 36,254 45,734 Total depreciation and amortization $ 229,995 $ 286,650 Interest expense: Umbilical cord blood and cord tissue stem cell service $ 1,302,650 $ 925,075 PrepaCyte CB — 22,265 Total interest expense $ 1,302,650 $ 947,340 Income tax (expense) benefit: Umbilical cord blood and cord tissue stem cell service $ (1,308,603 ) $ 1,141,823 PrepaCyte CB — 17,589 Total income tax (expense) benefit $ (1,308,603 ) $ 1,159,412 Other comprehensive income (loss): Umbilical cord blood and cord tissue stem cell service $ 6,457 $ (135,524 ) PrepaCyte CB — — Total other comprehensive income (loss) $ 6,457 $ (135,524 ) The following table shows the assets by segment as of November 30 2017 and November 30, 2016: Assets: Umbilical cord blood and cord tissue stem cell service $ 23,360,714 $ 18,960,261 PrepaCyte CB 549,283 578,207 Total assets $ 23,909,997 $ 19,538,468 |
Allowance for Doubtful Accoun30
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts is as follows for the years ended November 30, 2017 and 2016: December 1, 2015 $ 2,067,130 Bad Debt Expense 630,113 Write-offs (791,434 ) Recoveries 373,053 November 30, 2016 2,278,862 Bad Debt Expense 77,012 Write-offs (744,233 ) Recoveries 487,350 November 30, 2017 $ 2,098,991 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Major Classes of Property and Equipment | The major classes of property and equipment are as follows: 2017 2016 Furniture and equipment $ 5,066,605 $ 4,987,623 Leasehold improvements 1,188,584 1,169,232 Computer software – internal use 1,194,039 1,194,039 7,449,228 7,350,894 Less: Accumulated Depreciation (6,566,846 ) (6,371,431 ) Total Property and Equipment $ 882,382 $ 979,463 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses are as follows: November 30, 2017 2016 Professional fees $ 84,555 $ 32,210 Payroll and payroll taxes (1) 1,068,381 1,267,818 Interest expense 648,274 586,646 General expenses 424,782 223,955 Federal and state taxes 356,483 443,701 2,582,475 $ 2,554,330 (1) – Payroll and payroll taxes includes accrued vacation and wages due as of November 30, 2017 and November 30, 2016. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) | The Company recorded the following income tax provision for the years ended November 30, 2017 and 2016. 2017 2016 Current: Federal $ 1,483,000 $ 432,000 State 483,000 212,000 Foreign 108,000 109,000 Subtotal 2,074,000 753,000 Deferred: Federal (318,000 ) (1,662,000 ) State (447,000 ) (250,000 ) Foreign — — Subtotal (765,000 ) (1,912,000 ) Income Tax (Benefit) Expense $ 1,309,000 $ (1,159,000 ) |
Summary of Deferred Tax Assets and Liabilities | As of November 30, 2017 and 2016, the tax effects of temporary differences that give rise to the deferred tax assets are as follows: 2017 2016 Tax Assets: Deferred income (Net of Discounts) $ 5,886,000 $ 4,917,000 NOLs, credits, and other carryforward items 8,000 459,000 Tax over book basis in unconsolidated affiliate 1,788,000 1,678,000 Accrued payroll 405,000 68,000 Reserves and other accruals 1,039,000 1,416,000 Stock compensation 711,000 433,000 Depreciation and Amortization 618,000 616,000 RSA Buy-out 1,909,000 1,996,000 Total Assets: 12,364,000 11,583,000 Tax Liabilities: Unrealized gains on AFS securities (12,000 ) (21,000 ) Total Liabilities: (12,000 ) (21,000 ) Less: Valuation Allowance (2,316,000 ) (2,301,000 ) Net Deferred Tax Asset $ 10,036,000 $ 9,261,000 |
Summary of Federal Statutory Rate to Pretax Income | A reconciliation of the income tax provision with the amount of tax computed by applying the federal statutory rate to pretax income follows: For the Years Ended November 30, 2017 % 2016 % Tax at Federal Statutory Rate 1,195,000 34.0 (880,000 ) 34.0 State Income Tax Effect 179,000 5.1 (94,000 ) 3.6 Valuation Allowance Release — 0.0 (329,000 ) (12.7 ) Permanent Disallowances 159,000 4.5 184,000 (7.3 ) Deferred Repricing (343,000 ) (9.8 ) — Other 119,000 3.4 (40,000 ) 1.6 Foreign tax credits (108,000 ) (3.1 ) (109,000 ) 4.3 Foreign tax withholding 108,000 3.1 109,000 (4.3 ) Total income taxes $ 1,309,000 37.2 $ (1,159,000 ) 47.7 |
Summary of Open Tax Years and Ongoing Tax Examinations in Major Jurisdictions | The table below summarizes the open tax years and ongoing tax examinations in major jurisdictions as of November 30, 2017: Jurisdiction Open Tax Years Examinations in Process United States – Federal Income Tax 2013 - 2016 N/A United States – Various States 2012 - 2016 N/A |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) - Service-Based Vesting Condition Options [Member] | 12 Months Ended |
Nov. 30, 2017 | |
Fair Value of Options Granted | Variables used to determine the fair value of the options granted for the years ended November 30, 2017 and November 30, 2016 are as follows: 2017 2016 Weighted average values: Expected dividends 0 % 0 % Expected volatility 52.07 % 66.39 % Risk free interest rate 1.82 % 1.22 % Expected life 5.0 years 5.6 years |
Stock Option Activity | Stock option activity for options with only service-based vesting conditions for the year ended November 30, 2017, was as follows: Options Weighted Weighted Aggregate Outstanding at November 30, 2016 1,142,010 $ 2.36 4.99 $ 2,157,112 Granted 25,000 6.95 27,750 Exercised (33,031 ) 1.96 108,349 Expired/forfeited (107,000 ) 2.19 628,280 Outstanding at November 30, 2017 1,026,979 2.50 4.48 $ 5,706,107 Exercisable at November 30, 2017 987,811 2.41 4.34 $ 5,580,178 |
Significant Option Groups Exercisable Option and its Price and Contractual Life | Significant option groups outstanding and exercisable at November 30, 2017 and related price and contractual life information are as follows: Outstanding Exercisable Range of Exercise Prices Outstanding Weighted Weighted Outstanding Weighted $1.01 to $2.00 423,750 3.93 $ 1.73 423,750 $ 1.73 $2.01 to $3.00 351,000 2.81 $ 2.68 351,000 $ 2.68 $3.01 to $4.00 227,229 7.57 $ 3.18 205,564 $ 3.18 $6.01 to $7.00 25,000 9.34 $ 6.95 7,497 $ 7.00 1,026,979 4.48 $ 2.50 987,811 $ 2.41 |
Summary of Non-Vested Options | A summary of the status of the Company’s non-vested Options Weighted Average Non-vested 97,406 $ 1.84 Granted 25,000 3.23 Vested (83,238 ) 1.99 Forfeited — — Non-vested 39,168 $ 2.41 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of License Fees Earned | The following table details the processing and storage royalties earned for the technology agreements for fiscal years 2017 and 2016. The initial license fees and processing and storage royalties are reflected in licensee income in the accompanying consolidated statements of comprehensive income (loss). For the years ended November 30, 2017 2016 License Processing Total License Processing Total India — 1,003, 056 1,003,056 — 1,006,319 1,006,319 Total $ — $ 1,003,056 $ 1,003,056 $ — $ 1,006,319 $ 1,006,319 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Payments Under Operating Leases | The future minimum rental payments under the operating lease are as follows: Fiscal Year Ending November 30, Rent 2018 $ 229,038 2019 $ 19,087 |
Description of Business and S37
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Feb. 01, 2012USD ($) | Oct. 10, 2001USD ($)shares | Dec. 31, 2005USD ($) | Nov. 30, 2017USD ($)CompensationPlanAgreementDeliverablesSegmentsshares | Nov. 30, 2016USD ($) | Aug. 31, 2016USD ($) |
Schedule of Available-for-sale Securities [Line Items] | ||||||
Concentration risk related to supplier | Company depends on one supplier for the source of its collection kits | |||||
Number of deliverables for revenue recognized | Deliverables | 2 | |||||
Period of doubtful for accounts receivable due from client | 21 years | |||||
Contracted storage periods option two | 21 years | |||||
Contracted storage periods option one | 1 year | |||||
Contracted storage periods option three | Lifetime | |||||
Deferred revenue recognition period | 12 months | |||||
Number of licensing agreement made by entity | Agreement | 12 | |||||
Number of license agreement | Agreement | 2 | |||||
Impairment on long lived assets | $ 0 | $ 0 | ||||
Goodwill impairment charge | 111,392 | $ 1,666,430 | ||||
Minimum percentage probability of realized tax benefit on settlement | 50.00% | |||||
Provisions for interest or penalties related to uncertain tax positions | $ 0 | 0 | ||||
Uncertain tax provisions | 0 | 0 | ||||
Advertising cost included in selling, general and administrative expenses | 1,008,000 | 1,186,000 | ||||
Unrealized holding losses, trading securities | (82,000) | (17,000) | ||||
Unrealized (loss) gain on marketable securities, net of tax | 6,457 | (135,524) | ||||
Payment warranty | $ 50,000 | |||||
Increased payment warranty | $ 75,000 | |||||
Additional payment warranty | $ 10,000 | |||||
Reserves recorded under programs | $ 18,000 | 17,000 | ||||
Number of employee stock based compensation plan | CompensationPlan | 2 | |||||
Stock-based option compensation expense | $ 972,000 | 1,772,000 | ||||
Employee Stock Incentive Plan [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Number of outstanding options excluded from computation of diluted earnings per share | shares | 22,500 | |||||
Accounts Receivable [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Period of doubtful for accounts receivable due from client | 30 days | |||||
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Number of reportable segments | Segments | 2 | |||||
PrepaCyte CB [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Goodwill impairment charge | $ 1,777,822 | |||||
Saneron [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Ownership interest | 33.00% | 33.00% | ||||
Saneron [Member] | CCEL Bio-Therapies, Inc. [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Non-Controlling interest after merger | 43.42% | |||||
Saneron Therapeutics, Inc. [Member] | CCEL Bio-Therapies, Inc. [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Issue of shares by parent and another subsidiary of parent to the share holder of company merged with wholly owned subsidiary | shares | 260,000 | |||||
Fair value of shares issued by parent and another subsidiary of parent to the share holder of company merged with wholly owned subsidiary | $ 1,924,000 | |||||
Saneron Therapeutics, Inc. [Member] | Stem Cell Preservation Technologies, Inc. [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Issue of shares by parent and another subsidiary of parent to the share holder of company merged with wholly owned subsidiary | shares | 195,000 | |||||
Fair value of shares issued by parent and another subsidiary of parent to the share holder of company merged with wholly owned subsidiary | $ 3,900 |
Description of Business and S38
Description of Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Nov. 30, 2017 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Computer Software - Internal Use [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Computer Software - Internal Use [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Description of Business and S39
Description of Business and Summary of Significant Accounting Policies - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 439,322 | $ 624,223 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 96,600 | 304,142 |
Available-for-sale securities | 342,722 | 320,081 |
Total | 439,322 | 624,223 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 96,600 | 304,142 |
Available-for-sale securities | 342,722 | 320,081 |
Total | $ 439,322 | $ 624,223 |
Description of Business and S40
Description of Business and Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Denominator: | ||
Weighted-average shares outstanding-basic | 7,062,870 | 8,112,791 |
Dilutive common shares issuable upon exercise of stock options | 590,114 | |
Weighted-average shares-diluted | 7,652,984 | 8,112,791 |
Income (loss) per share: | ||
Basic | $ 0.33 | $ (0.16) |
Diluted | $ 0.30 | $ (0.16) |
Net income (loss) | $ 2,315,100 | $ (1,320,800) |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | Jul. 12, 2017USD ($) | Sep. 30, 2015USD ($) | Nov. 30, 2017USD ($)$ / Unit | Nov. 30, 2016USD ($) | Aug. 31, 2016USD ($) |
Goodwill [Line Items] | |||||
Note payable to seller | $ 7,500,100 | $ 10,150,100 | |||
Royalty expense | 112,830 | ||||
Goodwill impairment charge | 111,392 | $ 1,666,430 | |||
Goodwill | 0 | $ 0 | |||
Asset Purchase Agreement [Member] | |||||
Goodwill [Line Items] | |||||
Asset Purchase Agreement, purchase price less cash and prepaids | 2,400,000 | ||||
Asset Purchase Agreement, cash and inventory paid | 1,553,272 | ||||
Note payable to seller | $ 1,300,000 | ||||
Royalty payment per bag set unit sold | $ / Unit | 5 | ||||
Royalty expense | $ 100,000 | ||||
Remaining Future Royalty Payments | $ 0 | ||||
Asset Purchase Agreement [Member] | Minimum [Member] | |||||
Goodwill [Line Items] | |||||
Royalty expense | 35,000 | ||||
Asset Purchase Agreement [Member] | CytoMedical [Member] | |||||
Goodwill [Line Items] | |||||
Asset Purchase Agreement, cash paid | $ 586,675 | $ 966,597 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,100 | |
Work-in-process | $ 97,210 | |
Finished goods | 210,854 | 261,000 |
Collection kits | 14,220 | 98,760 |
Inventory reserve | (7,718) | (7,718) |
Total inventory | $ 314,566 | $ 361,142 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible asset impairment charge | $ 211,267 | ||
Amortization expense | $ 35,000 | $ 44,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Less: Intangible asset impairment | $ (211,267) | ||
Net Intangible Assets | $ 226,418 | $ 261,000 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets, gross | 34,570 | 34,570 | |
Less: Accumulated amortization | $ (11,800) | (9,937) | |
Patents [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 10 years | ||
Patents [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 20 years | ||
License Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 10 years | ||
Finite lived intangible assets, gross | $ 470,000 | 470,000 | |
Less: Intangible asset impairment | (185,000) | (185,000) | |
Less: Accumulated amortization | $ (91,861) | (60,194) | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 15 years | ||
Finite lived intangible assets, gross | $ 41,000 | 41,000 | |
Less: Intangible asset impairment | (26,267) | (26,267) | |
Less: Accumulated amortization | $ (4,224) | $ (3,172) |
Intangible Assets - Schedule 45
Intangible Assets - Schedule of Expected Amortization Expenses (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
2,018 | $ 34,582 | |
2,019 | 34,582 | |
2,020 | 34,582 | |
2,021 | 34,582 | |
2,022 | 34,582 | |
Thereafter | 53,508 | |
Net Intangible Assets | $ 226,418 | $ 261,000 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) | Jun. 05, 2017USD ($) | May 20, 2016USD ($) | Apr. 22, 2016USD ($) | Jun. 30, 2015USD ($)Installments | Mar. 31, 2016USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2016USD ($) | Aug. 26, 2016USD ($) | Jul. 01, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Note payable | $ 5,295,183 | $ 7,819,750 | |||||||
Debt instrument payment | 2,650,000 | 1,509,107 | |||||||
Notes payable, principal amount outstanding | 7,500,100 | 10,150,100 | |||||||
Gain on extinguishment of debt | 300,593 | ||||||||
Interest expense on notes payable | 446,439 | 229,314 | |||||||
Interest expense | 1,302,650 | 947,340 | |||||||
Debt issuance costs | 378,785 | ||||||||
Amortization of debt issuance costs | 125,434 | 48,435 | |||||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal paid | 2,633,000 | 633,000 | |||||||
Interest expense | $ 406,139 | 164,799 | |||||||
TCB and CrowdOut Capital LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Subordinated loan | $ 650,000 | ||||||||
Repayment of subordinated debt | $ 650,000 | ||||||||
TCB and CrowdOut Capital LLC [Member] | Subordinated Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, interest rate | 12.00% | ||||||||
Line of credit facility, expiration date | Jul. 31, 2021 | ||||||||
Line of credit facility, description | Per a promissory note dated May 20, 2016 between the Company and CrowdOut, interest at 12% per annum on the principal sum of $650,000 is payable monthly with a maturity date of July 2021, at which time, the principal amount of $650,000 was payable. | ||||||||
Line of credit facility, frequency of payment | Monthly | ||||||||
Interest expense | $ 40,300 | 42,250 | |||||||
Interest paid | $ 867 | ||||||||
Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Asset purchase agreement commencement date | Jul. 31, 2015 | ||||||||
Asset purchase agreement closing date | Jun. 30, 2019 | ||||||||
Interest expense on notes payable | $ 0 | $ 22,265 | |||||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, description | Subject to the terms of the Agreement, on May 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated May 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021. | ||||||||
Line of credit facility, frequency of payment | Monthly | ||||||||
Line of credit facility, interest rate description | 3.75% per annum plus LIBOR | ||||||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Promissory Notes [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, amount advanced | $ 7,999,900 | ||||||||
Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, maximum borrowing capacity | $ 8,000,000 | ||||||||
Line of credit facility, amount advanced | $ 100 | ||||||||
Line of credit facility, interest rate | 3.75% | ||||||||
Line of credit facility, expiration date | Jul. 31, 2021 | ||||||||
Amended Senior Credit Facility [Member] | Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, amount advanced | $ 2,133,433 | ||||||||
Asset Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 1,300,000 | ||||||||
Notes payable, principal amount outstanding | $ 1,300,000 | ||||||||
Asset Purchase Agreement [Member] | CytoMedical [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument payment | $ 778,287 | $ 269,443 | |||||||
Asset Purchase Agreement [Member] | Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of monthly installments | Installments | 48 | ||||||||
Repayment interval | Monthly | ||||||||
Monthly installment amount | $ 29,938 | ||||||||
Annual interest rate | 5.00% |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable Obligation (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Debt Disclosure [Abstract] | ||
Note payable | $ 7,500,100 | $ 10,150,100 |
Unamortized debt issuance costs | (204,917) | (330,350) |
Net note payable | 7,295,183 | 9,819,750 |
Current portion of note payable | 2,000,000 | 2,000,000 |
Long-term note payable, net of debt issuance costs | 5,295,183 | 7,819,750 |
Total | $ 7,295,183 | $ 9,819,750 |
Note Payable - Summary of Futur
Note Payable - Summary of Future Principal Payments under Note Payable Obligation (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 2,000,000 | |
2,019 | 2,000,000 | |
2,020 | 2,000,000 | |
2,021 | 1,500,100 | |
Total | $ 7,500,100 | $ 10,150,100 |
Note Payable - Summary of Inter
Note Payable - Summary of Interest Expense on Note Payable (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Interest Expense, Debt [Abstract] | ||
Interest expense on notes payable | $ 446,439 | $ 229,314 |
Debt issuance costs | 125,434 | 48,435 |
Total interest expense | $ 571,873 | $ 277,749 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Nov. 30, 2017Segments | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Segment Reporting - Summary of
Segment Reporting - Summary of Net Revenue, Cost of Sales, Operating Profit, Depreciation and Amortization, Interest Expense, Income Tax Benefit (Expense), Other Comprehensive Income, and Assets by Segment (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 25,384,279 | $ 23,128,047 |
Total cost of sales | 6,724,391 | 5,774,800 |
Total operating profit | 5,006,226 | 433,594 |
Total depreciation and amortization | 229,995 | 286,650 |
Total interest expense | 1,302,650 | 947,340 |
Total income tax (expense) benefit | (1,308,603) | 1,159,412 |
Total other comprehensive income (loss) | 6,457 | (135,524) |
Total assets | 23,909,997 | 19,538,468 |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 24,942,089 | 22,777,919 |
Total cost of sales | 6,257,628 | 5,446,126 |
Total operating profit | 5,067,228 | 2,447,160 |
Total depreciation and amortization | 193,741 | 240,916 |
Total interest expense | 1,302,650 | 925,075 |
Total income tax (expense) benefit | (1,308,603) | 1,141,823 |
Total other comprehensive income (loss) | 6,457 | (135,524) |
Total assets | 23,360,714 | 18,960,261 |
PrepaCyte CB [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 442,190 | 350,128 |
Total cost of sales | 466,763 | 328,674 |
Total operating profit | (61,002) | (2,013,566) |
Total depreciation and amortization | 36,254 | 45,734 |
Total interest expense | 22,265 | |
Total income tax (expense) benefit | 17,589 | |
Total assets | $ 549,283 | $ 578,207 |
Allowance for Doubtful Accoun52
Allowance for Doubtful Accounts - Allowance for Doubtful Accounts (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beginning Balance | $ 2,278,862 | $ 2,067,130 |
Bad Debt Expense | 77,012 | 630,113 |
Write-offs | (744,233) | (791,434) |
Recoveries | 487,350 | 373,053 |
Ending Balance | $ 2,098,991 | $ 2,278,862 |
Property and Equipment - Summar
Property and Equipment - Summary of Major Classes of Property and Equipment (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 7,449,228 | $ 7,350,894 |
Less: Accumulated Depreciation | (6,566,846) | (6,371,431) |
Total Property and Equipment | 882,382 | 979,463 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 5,066,605 | 4,987,623 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 1,188,584 | 1,169,232 |
Computer Software - Internal Use [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 1,194,039 | $ 1,194,039 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 230,000 | $ 243,000 |
Depreciation amount included in cost of sales | $ 98,000 | $ 132,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 84,555 | $ 32,210 |
Payroll and payroll taxes | 1,068,381 | 1,267,818 |
Interest expense | 648,274 | 586,646 |
General expenses | 424,782 | 223,955 |
Federal and state taxes | 356,483 | 443,701 |
Total | $ 2,582,475 | $ 2,554,330 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Current: | ||
Federal | $ 1,483,000 | $ 432,000 |
State | 483,000 | 212,000 |
Foreign | 108,000 | 109,000 |
Subtotal | 2,074,000 | 753,000 |
Deferred: | ||
Federal | (318,000) | (1,662,000) |
State | (447,000) | (250,000) |
Foreign | 0 | 0 |
Subtotal | (774,806) | (1,911,828) |
Income Tax (Benefit) Expense | $ 1,308,603 | $ (1,159,412) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 |
Tax Assets: | ||
Deferred income (Net of Discounts) | $ 5,886,000 | $ 4,917,000 |
NOLs, credits, and other carryforward items | 8,000 | 459,000 |
Tax over book basis in unconsolidated affiliate | 1,788,000 | 1,678,000 |
Accrued payroll | 405,000 | 68,000 |
Reserves and other accruals | 1,039,000 | 1,416,000 |
Stock compensation | 711,000 | 433,000 |
Depreciation and Amortization | 618,000 | 616,000 |
RSA Buy-out | 1,909,000 | 1,996,000 |
Total Assets: | 12,364,000 | 11,583,000 |
Tax Liabilities: | ||
Unrealized gains on AFS securities | (12,000) | (21,000) |
Total Liabilities: | (12,000) | (21,000) |
Less: Valuation Allowance | (2,316,000) | (2,301,000) |
Net Deferred Tax Asset | $ 10,036,000 | $ 9,261,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | |
Income Tax [Line Items] | |||
Valuation allowance, changes in amount | $ (73,000) | $ (329,000) | |
Effective income tax rate reconciliation at federal statutory income tax rate | 34.00% | 34.00% | |
Income tax expense | $ 3,000,000 | ||
Minimum percentage probability of realized tax benefit on settlement | 50.00% | ||
Uncertain tax provisions | $ 0 | $ 0 | |
Material provisions for interest or penalties related to uncertain tax positions | $ 0 | $ 0 | |
Scenario, Forecast [Member] | |||
Income Tax [Line Items] | |||
Effective income tax rate reconciliation at federal statutory income tax rate | 21.00% |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Statutory Rate to Pretax Income (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal Statutory Rate, Amount | $ 1,195,000 | $ (880,000) |
State Income Tax Effect, Amount | 179,000 | (94,000) |
Valuation Allowance Release, Amount | (329,000) | |
Permanent Disallowances, Amount | 159,000 | 184,000 |
Deferred Repricing, Amount | (343,000) | |
Other, Amount | 119,000 | (40,000) |
Foreign tax credits, Amount | (108,000) | (109,000) |
Foreign tax withholding, Amount | 108,000 | 109,000 |
Income Tax (Benefit) Expense | $ 1,308,603 | $ (1,159,412) |
Tax at Federal Statutory Rate | 34.00% | 34.00% |
State Income Tax Effect, Rate | 5.10% | 3.60% |
Valuation Allowance Release, Rate | (0.00%) | (12.70%) |
Permanent Disallowances, Rate | 4.50% | (7.30%) |
Deferred Repricing, Rate | (9.80%) | |
Other, Rate | 3.40% | 1.60% |
Foreign tax credits, Rate | (3.10%) | 4.30% |
Foreign tax withholding, Rate | 3.10% | (4.30%) |
Total income taxes, Rate | 37.20% | 47.70% |
Income Taxes - Summary of Open
Income Taxes - Summary of Open Tax Years and Ongoing Tax Examinations in Major Jurisdictions (Detail) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
United States - Federal Income Tax [Member] | ||
Income Tax Contingency [Line Items] | ||
Examinations in Process | N/A | |
United States - Federal Income Tax [Member] | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Years | 2,013 | |
United States - Federal Income Tax [Member] | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Years | 2,016 | |
United States - Various States [Member] | ||
Income Tax Contingency [Line Items] | ||
Examinations in Process | N/A | |
United States - Various States [Member] | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Years | 2,012 | |
United States - Various States [Member] | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Years | 2,016 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Apr. 15, 2016 | Nov. 30, 2015 | Dec. 01, 2013 | May 31, 2012 | Feb. 28, 2018 | Feb. 28, 2017 | Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2018 | Nov. 26, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 3.23 | $ 1.86 | |||||||||
Shares granted during period | 25,000 | ||||||||||
Description on second amendment to employment agreement | The Amendment provides for the grant of shares of the Company's common stock based on certain performance measures being attained by the Company during fiscal year 2016. The Amendment states if Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company will grant Executive up to 20,000 shares of restricted stock based on performance as set forth in the Amendment. | ||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||
Subsequent Event [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation vested period fair value | $ 1,200,000 | ||||||||||
Amended And Restated Employment Agreement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation costs | $ 0 | ||||||||||
Unrecognized compensation costs | 496,000 | ||||||||||
Second Amendment Agreement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation vested period fair value | $ 78,000 | 80,000 | |||||||||
Unrecognized compensation costs | $ 0 | $ 40,000 | |||||||||
Second Amendment 2018 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Description on second amendment to employment agreement | The Amendment provides for the grant of shares of the Company's common stock based on certain performance measures being attained by the Company during fiscal year 2017. The Amendment states if Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018, the Company will grant Executive up to 20,000 shares of restricted stock based on performance as set forth in the Amendment. | ||||||||||
David Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 186,487 | 183,145 | |||||||||
David Portnoy [Member] | Subsequent Event [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 121,801 | ||||||||||
Mark Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 162,163 | 159,257 | |||||||||
Mark Portnoy [Member] | Subsequent Event [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 105,915 | ||||||||||
Oleg Mikulinksy [Member] | Second Amendment Agreement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 20,000 | 20,000 | |||||||||
Shares granted during period | 19,620 | 11,396 | |||||||||
2006 Plan [Member] | Employee Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,000,000 | ||||||||||
Option issued | 457,250 | 572,281 | |||||||||
Shares issued under stock incentive plan | 308,929 | ||||||||||
2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,500,000 | ||||||||||
Shares issued under stock incentive plan | 859,081 | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 242,000 | ||||||||||
2012 Plan [Member] | Employee Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in common stock reserved for issuance | 2,500,000 | ||||||||||
Preferred Stock Rights Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, par value | $ 0.01 | ||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation vested period fair value | $ 1,252,000 | $ 704,000 | |||||||||
Selling, General and Administrative Expenses [Member] | Second Amendment Agreement [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation vested period fair value | 46,000 | $ 32,000 | |||||||||
Selling, General and Administrative Expenses [Member] | Second Amendment Agreement [Member] | Grant One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation vested period fair value | $ 40,000 | ||||||||||
Service Based Stock Options [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 569,729 | 569,729 | |||||||||
Service Based Restricted Shares [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 129,729 | 129,729 | |||||||||
Performance Based Options [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 825,221 | 630,970 | |||||||||
Market Based Options [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 116,240 | 116,240 | |||||||||
Service-Based Vesting Condition Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 25,000 | ||||||||||
Stock option activity for options | 1,026,979 | 1,142,010 | |||||||||
Service-Based Vesting Condition Options [Member] | 2006 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 51,000 | ||||||||||
Service-Based Vesting Condition Options [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 51,000 | ||||||||||
Performance Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 0 | 0 | |||||||||
Market-Based Vesting Condition Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted, Shares | 0 | 0 | |||||||||
Performance and Market-Based Vesting Condition Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option activity for options | 0 | 0 | |||||||||
Restricted Common Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 0 | $ 0 | |||||||||
Description of minimum requirement to be satisfied by employee for additional restricted common share | In addition, if David Portnoy and Mark Portnoy are employed by the Company on November 30, 2015, then no later than February 15, 2016, the Company will grant up to an additional 186,487 and 162,163 shares of restricted common shares, respectively, based on similar performance thresholds, as defined in the agreements | ||||||||||
Restricted Common Shares [Member] | David Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 186,487 | ||||||||||
Additional restricted common shares to be granted | 186,487 | ||||||||||
Restricted Common Shares [Member] | Mark Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 162,163 | ||||||||||
Additional restricted common shares to be granted | 162,163 | ||||||||||
Restricted Common Shares [Member] | 2012 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation, percentage of vesting upon grant | 33.30% | ||||||||||
Share based compensation vested period fair value | $ 336,000 | ||||||||||
Restricted Common Shares [Member] | 2012 Plan [Member] | December 1, 2014 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation, percentage of vesting upon grant | 33.30% | ||||||||||
Restricted Common Shares [Member] | 2012 Plan [Member] | December 1, 2015 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation, percentage of vesting upon grant | 33.30% | ||||||||||
Restricted Common Shares [Member] | 2012 Plan [Member] | David Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 118,117 | 70,270 | |||||||||
Restricted Common Shares [Member] | 2012 Plan [Member] | Mark Portnoy [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares granted during period | 102,711 | 59,459 | |||||||||
Stock Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of share issued to option holder | 33,031 | 23,399 | |||||||||
Options exercised | $ 64,696 | $ 40,340 | |||||||||
Stock Option [Member] | Service-Based Vesting Condition Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted-average period | 9 months 11 days | ||||||||||
Total fair value of shares vested | $ 166,000 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Options Granted (Detail) - Service-Based Vesting Condition Options [Member] | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Weighted average values: | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 52.07% | 66.39% |
Risk free interest rate | 1.82% | 1.22% |
Expected life | 5 years | 5 years 7 months 6 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) - Service-Based Vesting Condition Options [Member] - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at November 30, 2016 | 1,142,010 | |
Granted | 25,000 | |
Exercised | (33,031) | |
Expired/forfeited | (107,000) | |
Outstanding at November 30, 2017 | 1,026,979 | 1,142,010 |
Exercisable at November 30, 2017 | 987,811 | |
Outstanding at November 30, 2016, Weighted Average Exercise Price | $ 2.36 | |
Granted, Weighted Average Exercise Price | 6.95 | |
Exercised, Weighted Average Exercise Price | 1.96 | |
Expired/forfeited, Weighted Average Exercise Price | 2.19 | |
Outstanding at November 30, 2017, Weighted Average Exercise Price | 2.50 | $ 2.36 |
Exercisable at November 30, 2017, Weighted Average Exercise Price | $ 2.41 | |
Outstanding at November 30, 2016, Weighted Average Remaining Contractual Term (Years) | 4 years 5 months 23 days | 4 years 11 months 27 days |
Exercisable at November 30, 2017, Weighted Average Remaining Contractual Term (Years) | 4 years 4 months 2 days | |
Outstanding at November 30, 2016 | $ 2,157,112 | |
Granted | 27,750 | |
Exercised | 108,349 | |
Expired/forfeited | 628,280 | |
Outstanding at November 30, 2017 | 5,706,107 | $ 2,157,112 |
Exercisable at November 30, 2017 | $ 5,580,178 |
Stockholders' Equity - Signific
Stockholders' Equity - Significant Option Groups Exercisable Option and its Price and Contractual Life (Detail) | 12 Months Ended |
Nov. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Outstanding | shares | 1,026,979 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 23 days |
Outstanding, Weighted Average Exercise Price | $ 2.50 |
Exercisable, Outstanding | shares | 987,811 |
Exercisable, Weighted Average Exercise Price | $ 2.41 |
Range 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 1.01 |
Range of Exercise Prices Maximum | $ 2 |
Outstanding, Outstanding | shares | 423,750 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 4 days |
Outstanding, Weighted Average Exercise Price | $ 1.73 |
Exercisable, Outstanding | shares | 423,750 |
Exercisable, Weighted Average Exercise Price | $ 1.73 |
Range 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 2.01 |
Range of Exercise Prices Maximum | $ 3 |
Outstanding, Outstanding | shares | 351,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 22 days |
Outstanding, Weighted Average Exercise Price | $ 2.68 |
Exercisable, Outstanding | shares | 351,000 |
Exercisable, Weighted Average Exercise Price | $ 2.68 |
Range 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 3.01 |
Range of Exercise Prices Maximum | $ 4 |
Outstanding, Outstanding | shares | 227,229 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 6 months 25 days |
Outstanding, Weighted Average Exercise Price | $ 3.18 |
Exercisable, Outstanding | shares | 205,564 |
Exercisable, Weighted Average Exercise Price | $ 3.18 |
Range 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 6.01 |
Range of Exercise Prices Maximum | $ 7 |
Outstanding, Outstanding | shares | 25,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 4 months 2 days |
Outstanding, Weighted Average Exercise Price | $ 6.95 |
Exercisable, Outstanding | shares | 7,497 |
Exercisable, Weighted Average Exercise Price | $ 7 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Non-Vested Options (Detail) - $ / shares | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Non-vested at November 30, 2016 Shares | 97,406 | |
Granted, Shares | 25,000 | |
Vested, Shares | (83,238) | |
Forfeited, Shares | 0 | |
Non-vested at November 30, 2017 Shares | 39,168 | 97,406 |
Non-vested at November 30, 2016 , Weighted Average Grant-Date Fair Value | $ 1.84 | |
Granted, Weighted Average Grant-Date Fair Value | 3.23 | $ 1.86 |
Vested, Weighted Average Grant-Date Fair Value | 1.99 | |
Forfeited, Weighted Average Grant-Date Fair Value | 0 | |
Non-vested at November 30, 2017, Weighted Average Grant-Date Fair Value | $ 2.41 | $ 1.84 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | 12 Months Ended |
Nov. 30, 2017USD ($)Agreement | |
License Agreements [Line Items] | |
Types of agreements | Agreement | 2 |
LifeCell License and Agreement [Member] | |
License Agreements [Line Items] | |
Proceeds from royalties received | $ 5,700,000 |
Royalty revenue | 6,100,000 |
LifeCell License and Agreement [Member] | Maximum [Member] | |
License Agreements [Line Items] | |
Royalties receivable | 1,000,000 |
Royalty revenue | 10,000,000 |
LifeCell License and Agreement [Member] | Accounts Receivable [Member] | |
License Agreements [Line Items] | |
Royalties receivable | $ 400,000 |
License Agreements - Summary of
License Agreements - Summary of License Fees Earned (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
License Agreements [Line Items] | ||
License Fee | $ 0 | $ 0 |
Process and Storage Royalties | 1,003,056 | 1,006,319 |
Total | 1,003,056 | 1,006,319 |
India [Member] | ||
License Agreements [Line Items] | ||
License Fee | 0 | 0 |
Process and Storage Royalties | 1,003,056 | 1,006,319 |
Total | $ 1,003,056 | $ 1,006,319 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Oct. 07, 2016USD ($) | Jul. 27, 2016USD ($) | Feb. 24, 2016USD ($) | Jan. 20, 2016USD ($) | Dec. 03, 2015USD ($) | Jan. 31, 2016ft² | Apr. 30, 2014ft² | Nov. 30, 2013USD ($)ft² | Nov. 30, 2017USD ($) | Nov. 30, 2016USD ($) |
Commitment And Contingencies [Line Items] | ||||||||||
Operating lease area | ft² | 17,600 | |||||||||
Operating lease period | 10 years | |||||||||
Extensions on main lease | ft² | 17,600 | |||||||||
Rent charged to operation | $ 310,970 | $ 288,832 | ||||||||
Payment made for settlement | $ 3,400,000 | |||||||||
Miami [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Operating lease period | 1 year | |||||||||
Rent charged to operation | $ 27,120 | |||||||||
Area covered under lease after amendment | ft² | 800 | |||||||||
Minimum [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Employee agreements period | 1 year | |||||||||
Maximum [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Employee agreements period | 2 years | |||||||||
Revenue Sharing Agreement [Member] | Nybergs Member | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Percentage of ownership interest | 50.00% | |||||||||
Case No.15-007461-CI [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Directors and officers insurance policy claim deductible | $ 15,000 | |||||||||
Case No.11915-VCG [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Attorneys' fee associated with mooting litigation | $ 200,000 | |||||||||
Directors and officers insurance policy claim deductible | $ 500,000 | |||||||||
Payment made for settlement | $ 50,000 | |||||||||
Case No. 8:16CV408t30 [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Directors and officers insurance policy claim deductible | $ 75,000 | |||||||||
Case No. 8:16CV408t30 [Member] | Nybergs Member | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Payment made for settlement | $ 3,400,000 | |||||||||
Case No. 8:16CV408t30 [Member] | Revenue Sharing Agreement [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Percentage of reduction in payment obligations due to terminated rights in RSAs | 50.00% |
Commitments and Contingencies69
Commitments and Contingencies - Summary of Future Minimum Rental Payments Under Operating Leases (Detail) | Nov. 30, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 229,038 |
2,019 | $ 19,087 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Defined Benefit Plan [Abstract] | ||
Amount allows under 401(k) retirement plan | 15.00% | |
Contribution to 401(k) retirement plan | $ 141,000 | $ 121,000 |
Revenue Sharing Agreements ("71
Revenue Sharing Agreements ("RSAs") - Additional Information (Detail) | Jul. 27, 2016USD ($) | Nov. 30, 2017USD ($)Store | Nov. 30, 2016USD ($) | Nov. 30, 2008 | May 31, 2001USD ($)Store | Feb. 09, 1999USD ($)Store |
Revenue Sharing Agreement [Line Items] | ||||||
Total payments to RSA holders | $ 589,399 | $ 666,138 | ||||
Interest expense | 648,274 | 586,646 | ||||
Interest expense | 1,302,650 | 947,340 | ||||
Settlement Payment | 3,400,000 | |||||
Carrying amount of long-term liability - revenue sharing agreements | 1,425,000 | 1,425,000 | ||||
Accrued expenses offset | 2,582,475 | 2,554,330 | ||||
Revenue sharing agreement extinguished | (2,252,388) | |||||
Revenue Sharing Agreement ("RSA") [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Interest expense | 616,990 | 546,229 | ||||
Case No. 8:16CV408t30 [Member] | Nybergs Member | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Settlement Payment | $ 3,400,000 | |||||
Revenue Sharing Agreement [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Carrying amount of long-term liability - revenue sharing agreements | 875,000 | |||||
Accrued expenses offset | 272,612 | |||||
Revenue sharing agreement extinguished | 2,252,388 | |||||
Revenue Sharing Agreement [Member] | Nybergs Member | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Percentage of revenue sharing under revenue sharing agreement | 50.00% | |||||
Revenue Sharing Agreement [Member] | Case No. 8:16CV408t30 [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Percentage of reduction in payment obligations due to terminated rights in RSAs | 50.00% | |||||
Illinois [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Revenue sharing agreement price | $ 1,000,000 | |||||
Number of storage spaces | Store | 33,000 | |||||
Investors share in net storage revenues | 50.00% | |||||
Billing and collection expense percentage | 50.00% | |||||
Illinois and Its Contiguous States [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Percentage of 50% net storage revenue generated from specimens paid | 75.00% | |||||
Texas [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Revenue sharing agreement price | $ 750,000 | |||||
Number of storage spaces | Store | 33,000 | |||||
Investors share in net storage revenues | 37.50% | |||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 50.00% | |||||
Interest expense | $ 730,778 | $ 669,590 | ||||
Florida [Member] | ||||||
Revenue Sharing Agreement [Line Items] | ||||||
Revenue sharing agreement price | $ 1,000,000 | |||||
Number of storage spaces | Store | 33,000 |
Share Repurchase Plan - Additio
Share Repurchase Plan - Additional Information (Detail) - USD ($) | Nov. 30, 2017 | Nov. 30, 2016 | Jun. 20, 2016 | Nov. 30, 2017 | Oct. 06, 2016 | Apr. 08, 2015 | Jun. 06, 2012 | Dec. 31, 2011 |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Number of shares authorized to repurchase | 8,000,000 | 6,000,000 | 3,000,000 | 1,000,000 | ||||
Share repurchase plan | Open market purchases, privately negotiated block trades, unsolicited negotiated transactions, and/or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission | |||||||
Repurchase agreement, aggregate amount | $ 9,866,178 | |||||||
Repurchase agreement, aggregate amount | $ 8,000,000 | |||||||
Treasury stock, shares | 5,801,086 | 5,714,868 | 5,801,086 | |||||
Ki Yong Choi [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Repurchase agreement, number of shares to be repurchased | 2,179,068 | |||||||
Repurchase agreement, purchase price per share | $ 4.50 | |||||||
Michael Cho [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Repurchase agreement, number of shares to be repurchased | 13,416 | |||||||
Repurchase agreement, purchase price per share | $ 4.50 | |||||||
Common Stock [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Repurchase agreement, purchase price per share | $ 3.37 | $ 3.35 | ||||||
Treasury stock, shares | 5,801,086 | 5,714,171 | 5,801,086 |