Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Nov. 30, 2020 | Feb. 15, 2021 | May 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Nov. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Trading Symbol | CCEL | ||
Entity Central Index Key | 0000862692 | ||
Entity Registrant Name | CRYO CELL INTERNATIONAL INC | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 000-23386 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-3023093 | ||
Entity Address, Address Line One | 700 Brooker Creek Blvd, | ||
Entity Address, Address Line Two | Suite 1800 | ||
Entity Address, City or Town | Oldsmar | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34677 | ||
City Area Code | 813 | ||
Local Phone Number | 749-2100 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Entity Common Stock, Shares Outstanding | 7,570,913 | ||
Entity Public Float | $ 29,618,382 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Security Exchange Name | NONE | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 10,361,125 | $ 6,541,037 |
Marketable securities | 88,476 | 904,053 |
Accounts receivable (net of allowance for doubtful accounts of $2,781,668 and $2,584,091, respectively) | 6,322,960 | 6,097,331 |
Prepaid expenses | 611,627 | 500,260 |
Inventory, current portion | 927,318 | 1,084,533 |
Other current assets | 244,696 | 260,397 |
Total current assets | 18,556,202 | 15,387,611 |
Property and Equipment-net | 1,640,774 | 1,846,467 |
Other Assets | ||
Intangible assets, net | 1,181,588 | 1,249,254 |
Inventory, net of current portion | 11,064,034 | 12,646,000 |
Goodwill | 1,941,411 | 1,941,411 |
Deferred tax assets | 10,363,967 | 9,079,994 |
Operating lease right-of-use asset | 299,089 | |
Deposits and other assets, net | 495,029 | 427,423 |
Total other assets | 26,003,118 | 25,652,082 |
Total assets | 46,200,094 | 42,886,160 |
Current Liabilities | ||
Accounts payable | 957,390 | 1,369,111 |
Accrued expenses | 2,898,211 | 2,085,180 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Current portion of operating lease liability | 275,570 | |
Deferred revenue | 9,183,450 | 8,875,138 |
Total current liabilities | 16,414,621 | 15,429,429 |
Other Liabilities | ||
Deferred revenue, net of current portion | 27,200,910 | 23,633,373 |
Contingent consideration | 1,509,852 | 3,495,057 |
Note payable, net of current portion and debt issuance costs | 2,841,214 | 5,856,152 |
Operating lease long-term liability | 23,632 | |
Long-term liability - revenue sharing agreements | 875,000 | 1,425,000 |
Total other liabilities | 32,450,608 | 34,409,582 |
Total liabilities | 48,865,229 | 49,839,011 |
Commitments and contingencies (Note 12) | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Common stock ($.01 par value, 20,000,000 authorized; 13,633,638 issued and 7,545,613 outstanding as of November 30, 2020 and 13,598,909 issued and 7,510,884 outstanding as of November 30, 2019) | 136,336 | 135,989 |
Additional paid-in capital | 36,581,600 | 35,918,827 |
Treasury stock, at cost | (20,563,357) | (20,563,357) |
Accumulated deficit | (18,819,714) | (22,444,310) |
Total stockholders' deficit | (2,665,135) | (6,952,851) |
Total liabilities and stockholders' deficit | 46,200,094 | 42,886,160 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Tianhe Stem Cell Biotechnologies Inc [Member] | ||
Other Assets | ||
Investment - Tianhe stock | 308,000 | $ 308,000 |
Patent Option Agreement [Member] | ||
Other Assets | ||
Investment - Tianhe stock | $ 350,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 2,781,668 | $ 2,584,091 |
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 | 13,633,638 | 13,598,909 |
Common stock, shares outstanding | 7,545,613 | 7,510,884 |
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 - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue | $ 31,147,593 | $ 31,816,571 |
Costs and Expenses: | ||
Cost of sales | 9,657,442 | 10,036,175 |
Selling, general and administrative expenses | 14,294,233 | 14,891,462 |
Impairment of public inventory | 1,284,238 | 2,332,763 |
Change in fair value of contingent consideration | (1,940,205) | (742,918) |
Research, development and related engineering | 23,851 | 30,145 |
Depreciation and amortization | 166,437 | 206,238 |
Total costs and expenses | 23,485,996 | 26,753,865 |
Operating Income | 7,661,597 | 5,062,706 |
Other Expense: | ||
(Losses) gains on marketable securities | (8,130) | 28,364 |
Other income | 773 | 3,791 |
Interest expense | (1,544,017) | (1,703,446) |
Loss on extinguishment of revenue sharing agreement | (1,070,900) | |
Total other expense | (2,622,274) | (1,671,291) |
Income before income tax expense | 5,039,323 | 3,391,415 |
Income tax expense | (1,414,727) | (1,100,641) |
Net Income and Comprehensive Income | $ 3,624,596 | $ 2,290,774 |
Net income per common share - basic | $ 0.48 | $ 0.29 |
Weighted average common shares outstanding - basic | 7,544,494 | 7,794,828 |
Net income per common share - diluted | $ 0.45 | $ 0.27 |
Weighted average common shares outstanding - diluted | 8,140,180 | 8,412,414 |
Processing and Storage Fees [Member] | ||
Revenue | $ 29,547,150 | $ 29,991,972 |
Public Banking [Member] | ||
Revenue | 726,554 | 652,204 |
Licensee and royalty income [Member] | ||
Revenue | 629,702 | 1,000,000 |
Product [Member] | ||
Revenue | $ 244,187 | $ 172,395 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 3,624,596 | $ 2,290,774 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 372,289 | 401,311 |
Impairment of public inventory | 1,284,238 | 2,332,763 |
Loss on disposal of property and equipment | 1,032 | |
Change in fair value of contingent consideration | (1,940,205) | (742,918) |
Losses (gains) on marketable securities | 8,130 | (28,364) |
Compensatory element of stock options | 622,120 | 397,770 |
Provision for doubtful accounts | 602,965 | 767,128 |
Loss on extinguishment of revenue sharing agreements | 1,070,900 | |
Deferred income tax expense | (1,283,973) | (1,517,289) |
Amortization of debt issuance costs | 85,062 | 112,642 |
Amortization of operating lease right-of-use asset | 263,686 | |
Changes in assets and liabilities: | ||
Accounts receivable | (828,594) | (997,124) |
Prepaid expenses | (111,367) | (38,445) |
Inventory | 454,943 | (27,423) |
Other current assets | 15,701 | (5,932) |
Deposits and other assets, net | (67,606) | 15,696 |
Accounts payable | (411,721) | 107,458 |
Accrued expenses | 1,092,131 | (599,200) |
Operating lease liability | (263,573) | |
Deferred revenue | 3,875,849 | 3,825,996 |
Net cash provided by operating activities | 8,466,603 | 6,294,843 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (99,962) | (662,295) |
Purchase of patent option agreement | (350,000) | |
Liquidation of marketable securities | 807,447 | |
Net cash provided by (used in) investing activities | 357,485 | (662,295) |
Cash flows from financing activities: | ||
Extinguishment of revenue sharing agreements | (1,900,000) | |
Treasury stock purchases | (992,244) | |
Repayments of note payable | (3,100,000) | (4,100,000) |
Proceeds from the exercise of stock options | 41,000 | 5,700 |
Payment of Cord:Use earnout | (45,000) | (45,000) |
Net cash used in financing activities | (5,004,000) | (5,131,544) |
Increase in cash and cash equivalents | 3,820,088 | 501,004 |
Cash and cash equivalents - beginning of period | 6,541,037 | 6,040,033 |
Cash and cash equivalents - end of period | 10,361,125 | 6,541,037 |
Supplemental non-cash operating activities: | ||
Operating lease right-of-use asset recorded due to adoption of ASC 842 | 562,775 | |
Operating lease liability recorded due to adoption of ASC 842 | $ 562,775 | |
Cumulative-effect adjustment due to the adoption of ASU 2016-01 | $ (340,984) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Parenthetical) | 12 Months Ended |
Nov. 30, 2019USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Cumulative effect on retained earnings tax | $ 94,192 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Other Comprehensive Income [Member] | Other Comprehensive Income [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] |
Beginning balance at Nov. 30, 2018 | $ (8,908,298) | $ 135,964 | $ 35,515,382 | $ (19,571,113) | $ 340,984 | $ (25,329,515) | |||
Beginning balance (Accounting Standards Update 2016-01 [Member]) at Nov. 30, 2018 | $ (340,984) | $ 340,984 | |||||||
Beginning balance (ASC 606 [Member]) at Nov. 30, 2018 | $ 253,447 | $ 253,447 | |||||||
Beginning balance, shares at Nov. 30, 2018 | 13,596,409 | ||||||||
Common stock issued | 5,700 | $ 25 | 5,675 | ||||||
Common stock issued, shares | 2,500 | ||||||||
Compensatory element of stock options | 397,770 | 397,770 | |||||||
Treasury Stock | (992,244) | (992,244) | |||||||
Net income | 2,290,774 | 2,290,774 | |||||||
Ending balance at Nov. 30, 2019 | (6,952,851) | $ 135,989 | 35,918,827 | (20,563,357) | (22,444,310) | ||||
Ending balance, shares at Nov. 30, 2019 | 13,598,909 | ||||||||
Common stock issued | 41,000 | $ 347 | 40,653 | ||||||
Common stock issued, shares | 34,729 | ||||||||
Compensatory element of stock options | 622,120 | 622,120 | |||||||
Net income | 3,624,596 | 3,624,596 | |||||||
Ending balance at Nov. 30, 2020 | $ (2,665,135) | $ 136,336 | $ 36,581,600 | $ (20,563,357) | $ (18,819,714) | ||||
Ending balance, shares at Nov. 30, 2020 | 13,633,638 |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and 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 headquartered in Oldsmar, Florida. The Company is organized in three 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, the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells and cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenues 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 for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue for the cryogenic storage of umbilical cord blood stem cells for public use, stored at Duke University (see below), is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. 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, Inc. (”CCBT”), which then changed its name to Saneron CCEL Therapeutics, Inc. (“SCTI” or ”Saneron”). As part of the merger, the Company contributed 260,000 shares of its common stock, whose fair value was $1,924,000 and 195,000 common shares of another of its subsidiaries, Stem Cell Preservation Technologies, Inc., whose fair value was $3,900. At the conclusion of the merger, the Company retained a 43.42% non-controlling interest in the voting stock of SCTI. As of November 30, 2020 and 2019, the Company had an interest of approximately 33% in the voting stock of SCTI. The accompanying consolidated financial statements as of November 30, 2020 and 2019 reflect the investment in SCTI under the equity method of accounting. 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, 2020 and November 30, 2019 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. The Company depends on one third party, the National Marrow Donor Program, to manage the public umbilical cord stem cells that are needed for transplant. During fiscal 2020 and 2019, 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 Effective December 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer ("transaction price"). At contract inception, if the contract is determined to be within the scope of ASC 606, the Company evaluates its contracts with customers using the five-step model: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company evaluates its contracts for legal enforceability at contract inception and subsequently throughout the Company’s relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both the Company and the customer, then the Company has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. The Company only applies the five-step model to contracts when it is probable that collection of the consideration that the Company is entitled to in exchange for the goods or services being transferred to the customer, will occur. Contract modifications exist when the modification either creates new or changes in the existing enforceable rights and obligations. The Company’s contracts are occasionally modified to account for changes in contract terms and conditions, which the Company refers to as an upgrade or downgrade. An upgrade occurs when a customer wants to pay for additional years of storage. A downgrade occurs when a customer originally entered into a long-term contract (such as twenty-one year or lifetime plan) but would like to change the term to a one-year contract. Upgrade modifications qualify for treatment as a separate contract as the additional services are distinct and the increase in contract price reflects the Company’s stand-alone selling price for the additional services and will be accounted for on a prospective basis. Downgrade modifications do not qualify for treatment as a separate contract as there is no increase in price over the original contract, thus failing the separate contract criteria. As such, the Company separately considers downgrade modifications to determine if these should be accounted for as a termination of the existing contract and creation of a new contract (prospective method) or as part of the existing contract (cumulative catch-up adjustment). ASC 606 requires that an entity account for the contract modification as if it were a termination of the existing contract, and the creation of a new contract, if the remaining goods or services are distinct from the goods or services transferred on or before the date of the contract modification. As the services after the modification were previously determined to be distinct, the Company concluded that downgrade modifications qualify under this method and will be accounted for on a prospective basis. Although contract modifications do occur, they are infrequent. Performance Obligations At contract inception, the Company assesses the goods and services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the following distinct goods and services represent separate performance obligations involving the sale of its umbilical cord blood product • Collection and processing services • Storage services • Public cord blood banking • License and royalties • Sale of PrepaCyte CB product a) Processing Processing and storage fees include the Company providing umbilical cord blood and tissue cellular processing and cryogenic cellular storage for private use. 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 who are selling the umbilical cord blood stem cells program to customers outside the United States. The Company recognizes revenue from processing fees of the successful 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 years and lifetime. Deferred revenue on the accompanying consolidated balance sheets includes the portion of the annual, the twenty-one-year and the life-time storage fees that are being recognized over the contractual storage period as well as royalties received from foreign licensees relating to long-term storage contracts for which the Company has future obligations under the license agreement. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Significant financing When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. For all plans being annual, twenty-one years and lifetime The Company has determined that the majority of plans that are paid over time are paid in less than a year. When considered over a twenty-four-month payment plan, the difference between the cash selling price and the consideration paid is nominal. As such, the Company believes that its payment plans do not include significant financing components as they are not significant in the aggregate when considered in the context of all contracts entered into nor significant at the individual contract level. The Company elected to apply the practical expedient where the Company does not need to assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. As of November 30, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $36,384,360, which will be recognized ratably on a straight-line basis over the contractual period of which $9,183,450 will be recognized over the next twelve months. Variable consideration 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. Effective June 1, 2017, the Company increased the payment warranty to $100,000 to all new clients who choose the premium processing method, PrepaCyte CB. The product warranty is available to clients who enroll under this structure for as long as the specimen is stored with the Company. In the processing and storage agreements, the Company provides limited rights which are offered to customers automatically upon contract execution. The Company has determined that the payment warranty represents variable consideration payable to the customer. Based on the Company’s historical experience to date, the Company has determined the payment warranty to be fully constrained under the most likely amount method. Consequently, the transaction price does not currently reflect any expectation of service level credits. At the end of each reporting period, the Company will update the estimated transaction price related to the payment warranty including updating its assessment of whether an estimate of variable consideration is constrained to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period. Allocation of transaction price As the Company’s processing and storage agreements contain multiple performance obligations, ASC 606 requires an allocation of the transaction price based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The Company has selected an adjusted market assessment approach to estimate the stand-alone selling prices of the processing services and storage services and concluded that the published list price is the price that a customer in that market would be willing to pay for those goods or services. The Company also considered the fact that all customers are charged the list prices current at the time of their enrollment where the Company has separately stated list prices for processing and storage. Costs to Obtain a Contract Prior to the adoption of ASC 606, the Company expensed in the period, all commissions paid to its internal and external sales representatives the Company employs and to its customers for generating new contracts. With the adoption of ASC 606 as of December 1, 2018, the Company capitalizes commissions that are incremental in obtaining customer contracts and the costs incurred to fulfill a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. These costs are deferred in other current or long-term assets and are expensed to selling, general and administrative expenses as the Company satisfies the performance obligations by transferring the service to the customer. These assets will be periodically assessed for impairment. As a practical expedient, the Company elected to recognize the incremental costs of obtaining its annual contracts as an expense when incurred, as the amortization period of the asset recognized would have been one year. The Company has determined that payments under the Company’s refer-a-friend program (“RAF program”) are incremental costs of obtaining a contract as they provide an incentive for existing customers to refer new customers to the Company and is referred to as commission. The amount paid under the RAF program (either through issuance of credits to customers or check payments) which exceeds the typical commission payment to a sales representative is recorded as a reduction to revenue under ASC 606. During the twelve months ended November 30, 2020 and November 30, 2019, the Company recorded $49,609 and $35,300, respectively, in commission payments to customers under the RAF program as a reduction to revenue. As of December 1, 2018, the Company capitalized $329,231 in incremental contract acquisition costs related to contracts that were not completed, net of the cumulative amortization expense of $66,533 through the adoption date. The Company did not record any impairment losses in relation to costs capitalized. For the twelve months ended November 30, 2020 and November 30, 2019, the Company capitalized additional contract acquisition costs of $89,471 and $87,518, respectively, net of amortization expense. b) Public banking revenue The Company sells and provides units not likely to be of therapeutic use for research to qualified organizations and companies operating under Institutional Review Board approval. Control is transferred at the point in time when the shipment has occurred, at which time, the Company records revenue. c) Licensee and royalty income Licensee and royalty income consist of royalty income earned on the processing and storage of cord blood stem cell specimens by an affiliate where the Company has a License and Royalty Agreement. The Company records revenue from processing and storage of specimens and pursuant to agreements with licensees. The Company records the royalty revenue in same period that the related processing and storage is being completed by the affiliate. d) Product Revenue The Company records revenue from the sale of the PrepaCyte CB product line upon shipment of the product to the Company’s customers. e) Shipping and handling The Company elected to apply the practical expedient to account for shipping and handling activities performed after the control of a good has been transferred to the customer as a fulfillment cost. Shipping and handling costs that the Company incurs are therefore expensed and included in cost of sales. The adoption of ASC 606 did not have an impact on the timing of revenue recognition for any of the Company’s revenue streams. Disaggregation of Revenue The revenue as reflected in the statements of comprehensive income is disaggregated by products and services. The following table provides information about assets and liabilities from contracts with customers: November 30, 2020 At Adoption Contract assets (sales commissions) $ 466,141 $ 329,231 Accounts receivables $ 6,322,960 $ 5,867,335 Short-term contract liabilities (deferred revenue) $ 9,183,450 $ 8,365,284 Long-term contract liabilities (deferred revenue) $ 27,200,910 $ 20,317,231 The Company, in general, requires the customer to pay for processing and storage services at the time of processing. Contract assets include deferred contract acquisition costs, which will be amortized along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract. Accounts receivable consists of amounts due from clients that have enrolled and processed in the umbilical cord blood stem cell processing and storage programs related to renewals of annual plans and amounts due from license affiliates, and sublicensee territories. The Company did not have asset impairment charges related to contract assets in the twelve months ended November 30, 2020. The following table presents changes in the Company’s contract assets and liabilities during the twelve months ended November 30, 2020: Balance at December 1, 2019 Additions Deductions Balance at November 30, 2020 Contract assets (sales commissions) $ 398,535 $ 89,471 $ (21,865 ) $ 466,141 Accounts receivables $ 6,097,331 $ 38,379,247 $ (38,153,618 ) $ 6,322,960 Contract liabilities (deferred revenue) $ 32,508,511 $ 21,237,546 $ (17,361,697 ) $ 36,384,360 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 payment, the Company would share for the duration of the contract a percentage of its future storage revenue collected from the annual storage fees charged related to a certain number of specimens that originated from specific geographical areas. The RSAs have no definitive term or termination provisions. The sharing applies to the storage fees collected for all specified specimens in the area up to the number covered in the contract. When the number of specimens is filled, any additional specimens stored in that area are not subject to revenue sharing. As there are empty spaces resulting from attrition, the Company agrees to fill them as soon as possible. The Company has reflected these up-front payments as long-term liabilities on the accompanying consolidated balance sheets. The Company does not intend to enter into additional RSAs. 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 based on the effective interest method, the payments will be allocated between interest and amortization of the liability. As cash is paid out to the other party during any period, the liability would be de-recognized based on the portion of the total anticipated payouts made during the period, using the effective interest method. That is, a portion of the payment would be recorded as interest expense, and the remainder would be treated as repayment of principal, which would reduce the liability. 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 in a selected area. The investor may be given a right to sell sub-license agreements as well. As part of the accounting for the up-front license fee paid, or payable, to the Company, revenue from the up-front license fee is recognized based on such factors as when the payment is due, collectability and when all material services or conditions relating to the sale have been substantially performed by the Company based on the terms of the agreement. The Company has twelve active licensing agreements. The following areas each have one license agreement: El Salvador, Guatemala, Panama, Honduras, China and Pakistan. The following areas each have two license agreements: India, Nicaragua and Costa Rica. 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 agreements that are sold by the licensee where applicable. These fees are included in processing and storage fees revenue on the consolidated statements of comprehensive income. As part of the accounting for royalty revenue from India, the Company uses estimates and judgments based on historical processing and storage volume in determining the timing and amount of royalty revenue to recognize. The Company periodically reviews license and royalty receivables for collectability and, if necessary, will record an expense for an allowance for uncollectible accounts. 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 sublicensee 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 accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Inventory As part of the Cord:Use Purchase Agreement, the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of November 30, 2020, the Company had approximately 6,000 cord blood units in inventory. These units are valued at the lower of cost or net realizable value. Costs include the cost of collecting, transporting, processing and storing the unit. Costs charged by Duke for their Duke Services are based on a monthly fixed fee for processing and storing 12 blood units per month. The Company computes the cost per unit for these Duke Services and capitalizes the unit cost on all blood units shipped and stored in a year at Duke. If the Company ships and stores less than 144 blood units with Duke in a one-year period, a portion of these fixed costs are expensed and included in facility operating costs. Certain costs of collection incurred, such as the cost of collection staff and transportation costs incurred to ship Public Bank units from hospitals to the stem cell laboratory are allocated to banked units based on an average cost method. The change in the number of expected units to be sold could have a significant impact on the estimated net realizable value of banked units which could have a material effect on the value of the inventory. Costs incurred related to cord blood units that cannot be sold are expensed in the period incurred and are included in facility operating costs in the accompanying statements of operations. The Company records a reserve against inventory for units which have been processed and frozen but may not ultimately become distributable (see Note 2). Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $1,284,238 and $2,332,763 was recognized during the twelve months ended November 30, 2020 and November 30, 2019, respectively, to reduce inventory from cost to net realizable value and is included in the accompanying consolidated statements of comprehensive income. 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 years Leasehold improvements Lesser of 8-10 years or the lives of the leases Computer software – internal use 1-5 years 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 computer software. Capitalized internal-use software costs, which are included in property and equipment, are depreciated over the estimated useful lives of the software. Investments As part of the Cord:Use Purchase Agreement, the Company acquired the shares of common stock of 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 indicators of impairment as of November 30, 2020 and November 30, 2019, respectively. Goodwill Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use over the estimated fair value of the net tangible, intangible and identifiable assets acquired. The annual assessment of the reporting unit is performed as of September 1st, 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. The Company first performs a qualitative assessment to test goodwill for impairment and concludes if it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment concludes that it is not more likely than not that the fair value is less than the carrying value, the two-step goodwill impairment test is not required. If the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than the carrying value, then the two-step goodwill impairment test is required. 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. Leases Effective December 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), using the modified retrospective approach and utilizing the effective date as its date of initial application. As a result, prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). The Company has elected to apply the ‘package of practical expedients’ which allows the Company to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitaliza |
Inventory
Inventory | 12 Months Ended |
Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 2 – INVENTORY Inventory is comprised of public cord blood banking specimens, collection kits, finished goods, work-in-process and raw materials. Collection kits are used in the collection and processing of umbilical cord blood and cord tissue stem cells, finished goods include products purchased or assumed for resale and for the use in the Company’s processing and storage service. Inventory in the Public Cord Blood Bank includes finished goods that are specimens that are available for resale. The Company considers inventory in the Public Cord Blood Bank that has not completed all testing to determine viability to be work in process. Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $1,284,238 and $2,332,763 was recognized during the fourth quarter of fiscal 2020 and the second quarter of fiscal 2019, respectively, to reduce inventory from cost to net realizable value and is included in the accompanying consolidated statements of comprehensive income. The components of inventory at November 30, 2020 and November 30, 2019 are as follows: As of November 30, 2020 As of November 30, 2019 Raw materials $ — $ — Work-in-process 273,430 149,972 Work-in-process – Public Bank — — Finished goods 63,327 52,451 Finished goods – Public Bank 11,629,307 13,491,375 Collection kits 33,006 44,453 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 11,991,352 $ 13,730,533 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Nov. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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. Intangible assets were as follows as of November 30, 2020 and 2019: Useful lives November 30, 2020 November 30, 2019 Patents 10-20 years $ 234,570 $ 234,570 Less: Accumulated amortization (47,150 ) (35,526 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (178,443 ) (155,194 ) Customer relationships – PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (7,122 ) (6,329 ) Brand 1 year 31,000 31,000 Less: Accumulated amortization (31,000 ) (31,000 ) Customer relationships – Cord:Use 30 years 960,000 960,000 Less: Accumulated amortization (80,000 ) (48,000 ) Net Intangible Assets $ 1,181,588 $ 1,249,254 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: 2021 $ 67,667 2022 $ 67,667 2023 $ 67,667 2024 $ 67,667 2025 $ 57,980 Thereafter $ 852,940 Total $ 1,181,588 Amortization expense of intangibles was approximately $68,000 and $92,000 for the twelve months ended November 30, 2020 and November 30, 2019, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 4 – 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 the extinguishment of revenue sharing agreements. On June 11, 2018, the Company entered into a Second Amendment to Credit Agreement with TCB. Pursuant to the terms of the Second Amendment to Credit Agreement, TCB increased the current outstanding principal amount of the loan from TCB by $9,000,000 to finance a portion of the purchase price of the Cord:Use Purchase. In connection therewith, Cryo-Cell executed and delivered to TCB a Second Amended and Restated Promissory Note, in the principal amount of $15,500,000. As of November 30, 2020, and November 30, 2019, the Company paid interest of $310,364 and $646,744, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income. 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 $548,085 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, 2020, and November 30, 2019, $85,062 and $112,642, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of comprehensive income. As of November 30, 2020, and November 30, 2019, the note payable obligation was as follows: November 30, 2020 November 30, 2019 Note payable $ 6,008,433 $ 9,108,433 Unamortized debt issuance costs (67,219 ) (152,281 ) Net note payable $ 5,941,214 $ 8,956,152 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 2,841,214 5,856,152 Total $ 5,941,214 $ 8,956,152 Future principal payments under the note payable obligation are as follows: Years ending November 30: Amount 2021 3,100,000 2022 2,908,433 Total $ 6,008,433 Interest expense on the note payable for the years ended November 30, 2020 and November 30, 2019 was as follows: November 30, 2020 November 30, 2019 Interest expense on notes payable $ 310,364 $ 646,744 Debt issuance costs 85,062 112,642 Total interest expense $ 395,426 $ 759,386 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Nov. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 5 – During the third quarter of fiscal 2018, the Company purchased the assets and assumed contracts that Cord:Use used in the operation of its cord blood business. The Company evaluated and determined that this acquisition qualifies as a separate segment. The Company is organized in three 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”). 3. The cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenue is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States, and around the world. The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, and assets for the years ended November 30, 2020 and 2019: For the years ended November 30, 2020 2019 Net revenue: Umbilical cord blood and cord tissue stem cell service $ 30,176,852 $ 30,991,972 PrepaCyte CB 244,187 172,395 Public cord blood banking 726,554 652,204 Total net revenue $ 31,147,593 $ 31,816,571 Cost of sales: Umbilical cord blood and cord tissue stem cell service $ 7,731,227 $ 8,490,824 PrepaCyte CB 156,111 249,487 Public cord blood banking 1,770,104 1,295,864 Total cost of sales $ 9,657,442 $ 10,036,175 Operating profit: Umbilical cord blood and cord tissue stem cell service $ 9,928,886 $ 8,152,475 PrepaCyte CB 60,499 (113,346 ) Public cord blood banking (2,327,788 ) (2,976,423 ) Total operating profit $ 7,661,597 $ 5,062,706 Depreciation and amortization: Umbilical cord blood and cord tissue stem cell service $ 344,711 $ 365,057 PrepaCyte CB 27,578 36,254 Public cord blood banking - - Total depreciation and amortization $ 372,289 $ 401,311 Interest expense: Umbilical cord blood and cord tissue stem cell service $ 1,544,017 $ 1,703,446 PrepaCyte CB - - Public cord blood banking - - Total interest expense $ 1,544,017 $ 1,703,446 The following table shows the assets by segment as of November 30, 2020 and November 30, 2019: 2020 2019 Assets: Umbilical cord blood and cord tissue stem cell service $ 34,215,780 $ 28,975,002 PrepaCyte CB 302,683 289,804 Public cord blood banking 11,681,631 13,621,354 Total assets $ 46,200,094 $ 42,886,160 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Nov. 30, 2020 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | NOTE 6 - ALLOWANCE FOR DOUBTFUL ACCOUNTS The activity in the allowance for doubtful accounts is as follows for the years ended November 30, 2020 and 2019: December 1, 2018 $ 2,264,848 Bad Debt Expense 767,128 Write-offs (756,688 ) Recoveries 308,803 November 30, 2019 $ 2,584,091 Bad Debt Expense 602,965 Write-offs (751,848 ) Recoveries 346,460 November 30, 2020 $ 2,781,668 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Nov. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7 - PROPERTY AND EQUIPMENT The major classes of property and equipment are as follows: 2020 2019 Furniture and equipment $ 6,634,360 $ 6,568,205 Leasehold improvements 1,200,934 1,200,934 Computer software – internal use 1,194,039 1,194,039 9,029,333 8,963,178 Less: Accumulated Depreciation (7,388,559 ) (7,116,711 ) Total Property and Equipment $ 1,640,774 $ 1,846,467 Depreciation expense was approximately $305,000 in fiscal 2020 and approximately $309,000 in fiscal 2019, of which approximately $206,000 and $195,000 is included in cost of sales, respectively, in the accompanying consolidated statements of comprehensive income. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Nov. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 8 - ACCRUED EXPENSES Accrued expenses are as follows: November 30, 2020 2019 Professional fees $ 47,729 $ 115,000 Payroll and payroll taxes (1) 606,828 513,108 Interest expense 779,444 950,300 General expenses 504,306 330,726 Federal and state taxes 959,904 176,046 $ 2,898,211 $ 2,085,180 (1) – Payroll and payroll taxes includes accrued vacation and wages due as of November 30, 2020 and November 30, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 - INCOME TAXES The Company recorded the following income tax provision for the years ended November 30, 2020 and 2019. 2020 2019 Current: Federal $ 1,757,000 $ 1,637,000 State 598,000 769,000 Foreign 68,000 108,000 Subtotal 2,423,000 2,514,000 Deferred: Federal (847,000 ) (1,106,000 ) State (161,000 ) (307,000 ) Foreign — — Subtotal (1,008,000 ) (1,413,000 ) Income Tax Expense $ 1,415,000 $ 1,101,000 As of November 30, 2020 and 2019, the tax effects of temporary differences that give rise to the deferred tax assets are as follows: 2020 2019 Tax Assets: Deferred income (Net of Discounts) $ 7,024,000 $ 6,256,000 Tax over book basis in unconsolidated affiliate 1,209,000 1,224,000 Accrued payroll 100,000 82,000 Reserves and other accruals 1,895,000 1,589,000 Stock compensation 567,000 411,000 Depreciation and Amortization 483,000 450,000 Transaction costs 19,000 18,000 RSA Buy-out 1,482,000 1,095,000 Lease Liability 81,000 — Total Assets: 12,860,000 11,125,000 Tax Liabilities: Unrealized gains on securities (134,000 ) (117,000 ) NOLs, Credits, and Other Carryforward Items (782,000 ) (282,000 ) Right of Use Asset (81,000 ) — Total Liabilities: (997,000 ) (399,000 ) Less: Valuation Allowance (1,499,000 ) (1,646,000 ) Net Deferred Tax Asset $ 10,364,000 $ 9,080,000 A valuation allowance covering the deferred tax assets of the Company for November 30, 2020 and November 30, 2019, 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 ($147,000) and $12,000 during the years ended November 30, 2020 and 2019, respectively. The change for year ended November 30, 2019 was primarily due to changes in state statutory rates. The change for year ended November 30, 2020 was primarily due to the release of an RSA buyout. 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. 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 2020 % 2019 % Tax at Federal Statutory Rate 1,061,885 21.00 733,198 21.00 State Income Tax Effect 282,514 5.59 220,527 6.32 Change in Valuation Allowance (147,528 ) (2.92 ) 12,158 0.35 Tax Compensation Differences 6,870 0.14 26,330 0.75 Permanent Disallowances 55,372 1.10 76,775 2.20 Deferred Repricing 80,692 1.60 12,375 0.35 Other 74,922 1.47 19,278 (0.10 ) Foreign tax credits (68,102) (1.35 ) (108,150 ) (3.10 ) Foreign tax withholding 68,102 1.35 108,150 3.10 Total income taxes $ 1,414,727 27.98 $ 1,100,641 30.87 The Company adopted the accounting standard for uncertain tax positions, ASC 740-10, on December 1, 2007. As required by the standard, 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. There was approximately $1,877,000 and $2,801,000 of U.S. income taxes paid for fiscal years ended November 30, 2020 and November 30, 2019, respectively. 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, 2020: Jurisdiction Open Tax Years Examinations in Process United States – Federal Income Tax 2017 – 2019 N/A United States – Various States 2016 - 2019 N/A |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 - STOCKHOLDERS' EQUITY Common Stock Issuances During the year ended November 30, 2020, the Company issued 20,000 common shares to option holders who exercised options for $41,000. During the year ended November 30, 2019, the Company issued 2,500 common shares to option holders who exercised options for $5,700. 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, 2020, and November 30, 2019, there were 305,000 and 325,000 options issued, but not yet exercised, under the 2006 Plan, respectively. As of November 30, 2020, there were 0 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. In October 2019, the Board of Directors approved amendments to the plan, subject to ratification by the stockholders, which occurred at the Company’s 2019 Annual Meeting of Stockholders on November 21, 2019. As of November 30, 2020, there were 868,443 service-based options issued, 129,729 service-based restricted common shares granted, 530,851 performance-based and 116,218 market-based restricted common shares granted under the 2012 Plan. As of November 30, 2019, there were 763,274 service-based options issued, 129,729 service-based restricted common shares granted, 530,851 performance-based and 116,218 market-based restricted common shares granted under the 2012 Plan. As of November 30, 2020, there were 562,310 shares available for future issuance under the 2012 Plan. The Company granted 1,500 options to an optionee during the second fiscal quarter of 2019 as approved by the Board of Directors. These options were not issued under either the 2006 or 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 based upon historical exercise data. Expected dividends are based on the historical trend of the Company not issuing dividends. There were 105,169 and 143,409 options granted during the twelve months ended November 30, 2020 and November 30, 2019, respectively. Variables used to determine the fair value of the options granted for the years ended November 30, 2020 and November 30, 2019 are as follows: 2020 2019 Weighted average values: Expected dividends 0% 0% Expected volatility 59.32% 64.02% Risk free interest rate 1.12% 1.55% Expected life 7.9 years 8.4 years Stock option activity for options with only service-based vesting conditions for the year ended November 30, 2020, was as follows: Weighted Weighted Average Remaining Average Contractual Aggregate Options Exercise Price Term (Years) Intrinsic Value Outstanding at November 30, 2019 1,089,774 $ 3.30 3.91 $ 4,648,111 Granted 105,169 7.73 10,866 Exercised (20,000 ) 2.05 102,800 Expired/forfeited — — — Outstanding at November 30, 2020 1,174,943 $ 3.72 3.42 $ 4,502,324 Exercisable at November 30, 2020 1,081,563 $ 3.37 3.01 $ 4,494,532 The weighted average grant date fair value of options granted during the years ended November 30, 2020 and November 30, 2019 was $4.66 and $5.02, 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 stock options that would have been received by the option holders had all option holders exercised their options on either November 30, 2020 or November 30, 2019, as applicable. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s stock. Significant option groups outstanding and exercisable at November 30, 2020 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Average Remaining Weighted Weighted Range of Exercise Prices Outstanding Contractual Life (Years) Average Exercise Price Outstanding Average Exercise Price $1.01 to $2.00 422,500 1.09 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 1.10 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 5.23 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 5.59 $ 6.52 2,944 $ 6.51 $7.01 to $8.00 291,881 7.38 $ 7.64 206,040 $ 7.62 $9.01 to $10.00 7,000 6.69 $ 9.10 350 $ 9.10 1,174,943 3.42 $ 3.72 1,081,563 $ 3.37 A summary of the status of the Company’s non-vested options as of November 30, 2020, and changes during the fiscal year then ended, is presented below: Weighted Average Grant-Date Options Fair Value Non-vested at November 30, 2019 125,234 $ 4.70 Granted 105,169 4.66 Vested (137,023 ) 4.70 Forfeited — — Non-vested at November 30, 2020 93,380 $ 4.65 As of November 30, 2020, there was approximately $352,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 Plan and the 2012 Plan. The cost is expected to be recognized over a weighted-average period of 2.12 years as of November 30, 2020. The total fair value of options vested during the fiscal year ended November 30, 2020 was approximately $644,000. During the second fiscal quarter of 2018, the Company entered into Amended and Restated Employment Agreements (“2018 Employment Agreements”) with each of the Company’s Co-CEOs. Per the Employment Agreements, each of the Co-CEOs is to receive base grant equity awards in the form of qualified stock options of the Company’s common stock. As of December 20, 2019, David Portnoy and Mark Portnoy were granted 23,636 and 20,000 stock options of the Company’s common stock, respectively. The options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon grant, 1/3 on December 1, 2020 and the remaining 1/3 on November 30, 2021. The fair value of the options that vested through the twelve months ended November 30, 2020 was approximately $119,000 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of comprehensive income. As of November 30, 2020, there was approximately $101,000 of total unrecognized compensation cost related to the non-vested options of common stock and these will continue to vest as notated above and per the 2018 Employment Agreements through November 30, 2021. Performance and market-based vesting condition options Per the 2018 Employment Agreements, based upon certain performance criteria, the Company shall grant David Portnoy and Mark Portnoy a percentage of up to 47,273 and 40,000, respectively, of qualified stock options of the Company’s common stock. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach. During fiscal 2019, 15,756 of qualified stock options were forfeited as certain market conditions were not met by the end of the requisite service period. The fair value of these options as of November 30, 2019 was approximately $182,000 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of comprehensive income. There were no market-based vesting condition options for the twelve months ended November 30, 2020. For performance-based vesting condition options, the Company estimates the fair value of qualified stock options that met certain performance targets by the end of the fiscal 2018 requisite service period using a Black-Scholes valuation model. As of November 30, 2019, the Company granted David Portnoy and Mark Portnoy 26,243 and 22,222, respectively, of non-qualified stock options of the Company’s common stock based upon certain performance criteria met by the end of the fiscal 2018 service period and per the 2018 Employment Agreements. These options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon date of grant, 1/3 on December 1, 2019 and 1/3 on November 30, 2020. The fair value of these options as of November 30, 2020 was approximately $172,000 and is reflected as selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income. As of November 30, 2020, there was approximately $0 of total unrecognized compensation cost related to the non-vested options of common stock. On May 18, 2018, the Company entered into an Amendment Agreement (the “Amendment Agreement”), effective December 1, 2017, amending certain terms of Oleg Mikulinsky’s Employment Agreement dated March 5, 2012, as previously amended. Per the Amendment Agreement, based upon certain performance criteria, the Company shall grant Oleg Mikulinsky a percentage of up to 8,000 of qualified stock options of the Company’s common stock. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach. During fiscal 2019, 2,666 of qualified stock options were forfeited as certain market conditions were not met by the end of the requisite service period. The fair value of these options as of November 30, 2019 was approximately $19,200 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of comprehensive income. There were no market-based vesting condition options for the twelve months ended November 30, 2020. For performance-based vesting condition options, the Company estimated the fair value of the qualified stock options that met certain performance targets by the end of the fiscal 2018 requisite service period using a Black-Scholes valuation model. As of September 4, 2019, the Company granted Oleg Mikulinsky 4,444 of qualified stock options of the Company’s common stock based upon certain performance criteria met by the end of the fiscal 2018 service period and the per the Amendment Agreement. These options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon date of grant, 1/3 on December 1, 2019 and 1/3 on November 30, 2020. The fair value of these options as of November 30, 2020 was approximately $15,000 and is reflected as selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income. As of February 27, 2020, the Company granted Oleg Mikulinsky 1,333 of qualified stock options of the Company’s common stock based upon certain performance criteria met by the end of the fiscal 2019 service period and per the Amendment Agreement. These options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon date of grant, 1/3 on December 1, 2020 and 1/3 on November 30, 2021. The fair value of these options as of November 30, 2020 was $2,600 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of comprehensive income. As of November 30, 2020, there was approximately $3,000 of total unrecognized compensation cost related to the non-vested options of common stock. Restricted common shares Based upon performance measures being attained during prior fiscal years, David Portnoy and Mark Portnoy earned 304,946 and 265,172 shares of common stock, respectively, pursuant to their employment agreements, as amended. Pursuant to the terms of the Employment Agreements, the Co-CEOs each opted to receive a lump sum cash payment in lieu of 30,000 shares of earned common stock which amounted to approximately $444,000 each paid in fiscal 2018. For the fiscal year ended November 30, 2019, David Portnoy and Mark Portnoy surrendered 157,472 and 134,977 common shares, respectively, for cash which amounted to $534,917 and $457,327, respectively, in 2019, in conjunction with shareholder approval of the Company’s incentive Plans. Based upon performance measures being attained during prior fiscal years, Oleg Mikulinsky was granted 34,349 shares of common stock pursuant to his employment agreement, as amended. |
License Agreements
License Agreements | 12 Months Ended |
Nov. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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 cap on the amount of royalties due to the Company per year and a $10,000,000 cap on the amount of royalties due to the Company for the term of the License and Royalty Agreement. The cap(s) are calculated based on LifeCell’s fiscal year end, March 31 st The following table details the processing and storage royalties earned for the technology agreements for fiscal years 2020 and 2019. The initial license fees and processing and storage royalties are reflected in licensee income in the accompanying consolidated statements of comprehensive income. For the years ended November 30, 2020 2019 License Fee Processing and Storage Royalties Total License Fee Processing and Storage Royalties Total India $ - $ 629,702 $ 629,702 $ - $ 1,000,000 $ 1,000,000 Total $ - $ 629,702 $ 629,702 $ - $ 1,000,000 $ 1,000,000 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – 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 lease in April 2004 for its 17,600-square foot cGMP/cGTP compliant corporate headquarters in Oldsmar, Florida. This facility contains the Company’s executive offices, its conference and training center, its laboratory processing and cryogenic storage facility and its scientific offices. In July 2018, the Company extended the main lease through December 31, 2021 for the 17,600 square foot space. The Company entered into a one-year lease in November 2013 for an additional 800 square feet of office space in Miami, Florida for annual rent of approximately $38,000. The lease commenced during December 2013. In December 2016, the Company extended the lease through December 31, 2019. Rent charged to operations was $318,587 and $322,984 for the fiscal years ended November 30, 2020 and 2019, respectively, and is included in cost of sales and selling, general and administrative expenses in the consolidated statements of comprehensive income. The future minimum rental payments under the current operating lease are as follows: Fiscal Year Ending November 30, Rent 2021 $ 224,928 2022 $ 18,744 On January 11, 2021, subsequent to the balance sheet date, the Company extended the main lease through December 31, 2024 for the 17,600 square foot space. Legal Proceedings On December 3, 2015, a complaint styled Gary T. Brotherson, M.D., et al. v. Cryo-Cell International, Inc., On August 31, 2020 (the “Effective Date”), Cryo-Cell International, Inc. (the “Company”) entered into a Termination Agreement (“Termination Agreement”) with the Erie Group (the “Erie Group”), pursuant to which all such parties terminated all of their respective rights, duties, obligations, options, and liabilities to each other arising out of or related to the Cryo-Cell International, Inc. Space and Time Sharing (SATS) Lease Agreement, Addendum thereto, Addition to such Addendum, and Amendment to the Cryo-Cell International, Inc. Space and Time Sharing (SATS) Lease Agreement among the Company and the Erie Group (collectively, the “SATS Agreement”). Additionally, pursuant to the terms of the Termination Agreement, the Company made a payment of $1,939,748 on the Effective Date and the parties released each other from all claims related to the SATS Agreement and to dismiss with prejudice to the complaint referenced above, styled Gary T. Brotherson, M.D., et al. 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 of any such claim, 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, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | NOTE 13 - 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, 2020 and November 30, 2019, the Company made matching contributions of approximately $179,000 and $205,000, respectively, to the 401(k) Plan. |
Revenue Sharing Agreements ("RS
Revenue Sharing Agreements ("RSAs") | 12 Months Ended |
Nov. 30, 2020 | |
Text Block [Abstract] | |
Revenue Sharing Agreements ("RSAs") | NOTE 14 - REVENUE SHARING AGREEMENTS (“RSAs”) Florida . On February 9, 1999, the previous agreements with the Company's Arizona Revenue Sharing investors were modified and replaced by a RSA for the state of Florida for a price of $1,000,000. During fiscal 2016, 50% of the RSA for the state of Florida was repurchased by the Company. The revenue sharing agreement applies to net storage revenues originating from specimens from within the state of Florida. The revenue sharing agreement entitles the investors to revenues of up to a maximum of 33,000 storage spaces. Texas . On May 31, 2001, the Company entered into an RSA with Red Rock Partners, an Arizona general partnership, entitling them to on-going shares in a portion of the Company’s net storage revenue generated by specimens originating from within the state of Texas for a price of $750,000. The investors are entitled to a 37.5% share of net storage revenues originating in the state of Texas to a maximum of 33,000 storage spaces. During fiscal 2008, Red Rock assigned 50% of their interest in the agreement to SCC Investments, Inc., an Arizona corporation. During fiscal year 2010, SCC Investments, Inc. assigned its interest to SCF Holdings, LLC, an Arizona limited liability company. During fiscal 2016, 50% of the RSA for the state of Texas was repurchased by the Company. Illinois . In 1996, the Company signed agreements with a group of investors (the “Erie Group”) entitling them to an on-going 50% share of the Company’s 75% share of the annual storage fees (“net storage revenues”) less a deduction for 50% of billing and collection expenses generated by specimens stored in the Illinois Masonic Medical Center for a price of $1,000,000. The agreements were modified in 1998 to broaden the covered specimens to those originating in Illinois and its contiguous states and stored in Oldsmar, Florida for a maximum of up to 33,000 storage spaces. The Company made total payments to all RSA holders of $974,276 and $832,587 for the fiscal years ended November 30, 2020 and 2019, respectively. The Company recorded an RSA accrual of $762,573 and $909,765 as of November 30, 2020 and 2019, respectively, related to interest owed to the RSA holders, which is included in accrued expenses. The Company also recorded interest expense of $1,148,592 and $944,060 for the fiscal years ended November 30, 2020 and 2019, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income. Cancellation of Revenue Sharing Agreements On August 31, 2020 (the “Effective Date”), the Company entered into a Termination Agreement (“Termination Agreement”) with the Erie Group, pursuant to which all such parties terminated all of their respective rights, duties, obligations, options, and liabilities to each other arising out of or related to the Cryo-Cell International, Inc. Space and Time Sharing (SATS) Lease Agreement, Addendum thereto, Addition to such Addendum, and Amendment to the Cryo-Cell International, Inc. Space and Time Sharing (SATS) Lease Agreement among the Company and the Erie Group (collectively, the “SATS Agreement”). Additionally, pursuant to the terms of the Termination Agreement, the Company made a payment of $1,939,748 on the Effective Date and the parties released each other from all claims related to the SATS Agreement and to dismiss with prejudice the previously disclosed complaint (See Note 12). Pursuant to the terms of the Agreement, the Erie Group will no longer have the rights to share in a portion of the Company’s storage revenues derived from specimens which originated in the state of Illinois and its five contiguous states. The payment amount of $1,939,748 was offset by the carrying amount of the long-term liability related to the SATS in the amount of $550,000 and accrued expenses in the amount of $279,100 to reflect the extinguishment of revenue sharing agreements in the amount of $1,070,900 for the twelve months ended November 30, 2020. |
Share Repurchase Plan
Share Repurchase Plan | 12 Months Ended |
Nov. 30, 2020 | |
Equity [Abstract] | |
Share Repurchase Plan | NOTE 15 – 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 of the Securities and Exchange Commission or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934. As of November 30, 2020, the Company had repurchased an aggregate of 6,093,535 shares of the Company’s common stock at an average price of $3.37 per share through open market and privately negotiated transactions. The Company purchased 0 and 292,449 shares of the Company’s common stock during the twelve months ended November 30, 2020 and November 30, 2019, respectively, at an average price of $0.00 per share and $3.39 per share, respectively. In March 2018, the Company received notice that shares of the Company’s common stock issued to certain executive officers pursuant to the Company’s 2012 Stock Incentive Plan had purportedly been issued in excess of the shares reserved for issuance under the Plan. The Company established an independent committee of the Board of Directors to review this issue. After completing its investigation, the independent committee determined that certain restricted stock awards and certain performance-based awards were granted in violation of the 2012 Plan (See Note 10). The Company repurchased 292,449 shares that were surrendered. The repurchased shares are held as treasury stock at cost and have been removed from common shares outstanding as of November 30, 2020 and November 30, 2019. As of November 30, 2020, and November 30, 2019, 6,093,535 and 6,093,535 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. |
Leases
Leases | 12 Months Ended |
Nov. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 16 - LEASES Effective December 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), using the modified retrospective approach and utilizing the effective date as its date of initial application. As a result, prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). The Company has elected to apply the ‘package of practical expedients’ which allows the Company to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as a right-of-use (ROU) assets and as short-term and long-term lease liabilities, as applicable. The Company does not have any financing leases. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company believes it could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The following table presents the right-of-use asset and short-term and long-term lease liabilities amounts recorded on the consolidated balance sheets as of November 30, 2020: November 30, 2020 Assets Operating lease right-of-use asset $ 299,089 Liabilities Current portion of operating lease liabilities $ 275,570 Operating lease long term liabilities 23,632 Total lease liability $ 299,202 The maturity of the Company’s lease liabilities at November 30, 2020 were as follows: Future Operating Fiscal Year Ending November 30, 2020 Lease Payments 2021 $ 284,847 2022 23,737 Less: Imputed interest (9,382 ) Present value of lease liabilities $ 299,202 The remaining lease term and discount rates are as follows: November 30, 2020 Lease Term and Discount Rate Remaining lease term (years) Operating lease 1.08 Discount rate (percentage) Operating lease 5.3 % Supplemental cash flow information related to leases is as follows: Twelve Months Ended November 30, 2020 Operating cash outflows from operating leases $ 278,788 |
COVID 19
COVID 19 | 12 Months Ended |
Nov. 30, 2020 | |
Covid19 [Abstract] | |
COVID 19 | NOTE 17 – COVID-19 In March 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (“COVID-19”) outbreak. The Company faces various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of COVID-19. The Company believes it has taken appropriate steps to minimize the risk to our employees and to maintain normal business operations and continues to actively monitor the global outbreak and spread of COVID-19 and continues to take steps to mitigate the potential risks to us posed by its spread and related circumstances and impacts. Due to the change in consumer buying patterns as a result of COVID-19, the Company has experienced a decline in new client sales resulting in a decrease in revenues in fiscal 2020 compared to fiscal 2019. While the ultimate health and economic impact of COVID-19 remains highly uncertain, we expect that our business operations and results of operations, including our net sales, earnings and cash flows, may continue to be impacted by decreases in new client sales. We cannot predict the timing and speed of the recovery, and any delay in the recovery could significantly impact our future results. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18 – RELATED PARTY TRANSACTIONS David Portnoy, the Company’s Chairman and Co-Chief Executive officer, is the brother of the Company’s Co-Chief Executive Officer Mark Portnoy. The Company’s Audit Committee Chairman, Harold Berger, provides accounting services to the Company’s Co-Chief Executive Officer Mark Portnoy and to PartnerCommunity, Inc. The Company’s Chairman and Co-Chief Executive Officer, David Portnoy, serves as the Chairman of the Board of PartnerCommunity, Inc. On August 2, 2019, the Company entered into mutual releases with each of the Co-CEOs and certain directors and officers of the Company who received incentive awards that were submitted for ratification at the 2019 Annual Meeting or forfeited in connection therewith. The Company and each counterparty to a mutual release agreed, among other things, not to pursue certain claims relating to such ratification and surrenders. |
Patent Option Agreement and Sub
Patent Option Agreement and Subsequent Event | 12 Months Ended |
Nov. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Patent Option Agreement and Subsequent Event | NOTE 19 – PATENT OPTION AGREEMENT AND SUBSEQUENT EVENT Effective June 9, 2020, the Company entered into a Patent Option Agreement (the “Option”) with Duke University (“Duke”). The Option grants Cryo-Cell the exclusive option to obtain an exclusive license to certain of Duke’s patent rights to make, have made, use, import, offer for sale, sell and otherwise commercially exploit (with the right to sublicense) certain licensed products and to practice certain licensed processes, and the exclusive right to use certain regulatory data and technical information in connection with such licensed patent rights, in the treatment, prevention, cure, reduction, mitigation or other management of diseases in humans, except, with regard to certain patent rights, in certain excluded fields of use and in certain territories, as well as a limited license to make, have made or use certain products, processes, data and information for the purpose of evaluating the market potential for such products and processes in the designated field of use, subject to Duke’s reserved rights to practice the licensed rights for all research, public service, internal (including clinical) and/or educational purposes. This exclusive Option is for a period of six months from the effective date of the Option. As consideration for the Option, the Company paid Duke a non-refundable, option fee of $350,000 during June 2020. The Option was subject to extension by the Company for an additional six months by payment of $150,000 on or before the expiration of the initial six-month option period. On December 1, 2020, the Company made the extension payment of $150,000. Such option fee, plus the extension fee, will be fully credited against the license fee under the future license agreement. In connection with the option, Cryo-Cell anticipates opening a clinic to help patients have greater access to cord blood treatments established by Duke University under the FDA granted Expanded Access Program. On February 23, 2021, the Company entered into a Patent and Technology License Agreement (the “Agreement”) with Duke, pursuant to which Duke has granted to the Company an exclusive license to make, have made, use, import, offer for sale, sell and otherwise commercially exploit (with the right to sublicense) certain licensed products and to practice certain licensed processes, and the exclusive right to use certain regulatory data and technical information in connection with such licensed patent rights, in the treatment, prevention, cure, reduction, mitigation or other management of certain diseases in humans, except, with regard to certain patent rights, in certain excluded fields of use and in certain territories, subject to Duke’s reserved rights to practice the licensed rights for all research, public service, internal (including clinical) and/or educational purposes. The Agreement extends until expiration of the last Royalty Term, unless sooner terminated as provided in the Agreement. Royalty Term generally means the period beginning on the first commercial sale of each licensed product or licensed process and ending fifteen (15) years thereafter. Upon expiration of the applicable Royalty Term with respect to a particular licensed product or licensed processes, the licenses and rights granted by Duke to the Company under the Agreement with respect to such product or process become fully paid-up, royalty-free, perpetual and irrevocable. The Company is required to pay Duke a license fee equal to $12,000,000, of which $5,000,000 must be paid within fourteen (14) days of February 23, 2021 (of which $500,000 has previously been paid through the crediting of the previously paid $350,000 option fee plus $150,000, extension fee, as described above), $5,000,000 must be paid on the first anniversary of February 23, 2021, and $2,000,000 must be paid on the second anniversary of February 23, 2021. In addition, during the Royalty Term, subject to certain minimum royalties, the Company is required to pay Duke royalties based on a portion of net sales varying from 7% - 12.5% based on volume. The Company is also required to pay Duke minimum annual royalties beginning on the second anniversary of the effective date. The minimum annual royalties are as follows: • Year 2: $500,000 • Year 3: $1,000,000 • Year 4: $2,500,000 • Year 5 and each year thereafter during the term of this Agreement: $5,000,000 In addition, the Company is required to pay Duke certain milestone payments, as follows: • Two Million Dollars ($2,000,000) upon initiation of the first Phase III clinical trial for an indication other than Autism Spectrum Disorder, for a licensed product comprising cord tissue; and • a number of shares of the Company’s common stock equal to the corresponding percentage of the Company’s fully-diluted equity ownership outstanding as of February 23, 2021 as follows: (1) 5.0% upon execution of the Agreement; (2) 2.5% upon cumulative net sales of licensed product and licensed process of $10,000,000; (3) 2.5% upon cumulative net sales of licensed product and licensed process of $75,000,000 (4) 2.5% at each of the following market cap of the Company (based on a rolling 30-day average closing market cap) triggers: o Equal to or greater than $300,000,000, provided such trigger occurs within eighteen (18) months of February 23, 2021; and o Equal to or greater than $500,000,000, provided such trigger occurs within twenty-four (24) months of February 23, 2021. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
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 headquartered in Oldsmar, Florida. The Company is organized in three 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, the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells and cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenues 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 for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue for the cryogenic storage of umbilical cord blood stem cells for public use, stored at Duke University (see below), is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. 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, Inc. (”CCBT”), which then changed its name to Saneron CCEL Therapeutics, Inc. (“SCTI” or ”Saneron”). As part of the merger, the Company contributed 260,000 shares of its common stock, whose fair value was $1,924,000 and 195,000 common shares of another of its subsidiaries, Stem Cell Preservation Technologies, Inc., whose fair value was $3,900. At the conclusion of the merger, the Company retained a 43.42% non-controlling interest in the voting stock of SCTI. As of November 30, 2020 and 2019, the Company had an interest of approximately 33% in the voting stock of SCTI. The accompanying consolidated financial statements as of November 30, 2020 and 2019 reflect the investment in SCTI under the equity method of accounting. |
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, 2020 and November 30, 2019 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. The Company depends on one third party, the National Marrow Donor Program, to manage the public umbilical cord stem cells that are needed for transplant. During fiscal 2020 and 2019, 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 Effective December 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer ("transaction price"). At contract inception, if the contract is determined to be within the scope of ASC 606, the Company evaluates its contracts with customers using the five-step model: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company evaluates its contracts for legal enforceability at contract inception and subsequently throughout the Company’s relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both the Company and the customer, then the Company has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. The Company only applies the five-step model to contracts when it is probable that collection of the consideration that the Company is entitled to in exchange for the goods or services being transferred to the customer, will occur. Contract modifications exist when the modification either creates new or changes in the existing enforceable rights and obligations. The Company’s contracts are occasionally modified to account for changes in contract terms and conditions, which the Company refers to as an upgrade or downgrade. An upgrade occurs when a customer wants to pay for additional years of storage. A downgrade occurs when a customer originally entered into a long-term contract (such as twenty-one year or lifetime plan) but would like to change the term to a one-year contract. Upgrade modifications qualify for treatment as a separate contract as the additional services are distinct and the increase in contract price reflects the Company’s stand-alone selling price for the additional services and will be accounted for on a prospective basis. Downgrade modifications do not qualify for treatment as a separate contract as there is no increase in price over the original contract, thus failing the separate contract criteria. As such, the Company separately considers downgrade modifications to determine if these should be accounted for as a termination of the existing contract and creation of a new contract (prospective method) or as part of the existing contract (cumulative catch-up adjustment). ASC 606 requires that an entity account for the contract modification as if it were a termination of the existing contract, and the creation of a new contract, if the remaining goods or services are distinct from the goods or services transferred on or before the date of the contract modification. As the services after the modification were previously determined to be distinct, the Company concluded that downgrade modifications qualify under this method and will be accounted for on a prospective basis. Although contract modifications do occur, they are infrequent. Performance Obligations At contract inception, the Company assesses the goods and services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the following distinct goods and services represent separate performance obligations involving the sale of its umbilical cord blood product • Collection and processing services • Storage services • Public cord blood banking • License and royalties • Sale of PrepaCyte CB product a) Processing Processing and storage fees include the Company providing umbilical cord blood and tissue cellular processing and cryogenic cellular storage for private use. 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 who are selling the umbilical cord blood stem cells program to customers outside the United States. The Company recognizes revenue from processing fees of the successful 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 years and lifetime. Deferred revenue on the accompanying consolidated balance sheets includes the portion of the annual, the twenty-one-year and the life-time storage fees that are being recognized over the contractual storage period as well as royalties received from foreign licensees relating to long-term storage contracts for which the Company has future obligations under the license agreement. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Significant financing When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. For all plans being annual, twenty-one years and lifetime The Company has determined that the majority of plans that are paid over time are paid in less than a year. When considered over a twenty-four-month payment plan, the difference between the cash selling price and the consideration paid is nominal. As such, the Company believes that its payment plans do not include significant financing components as they are not significant in the aggregate when considered in the context of all contracts entered into nor significant at the individual contract level. The Company elected to apply the practical expedient where the Company does not need to assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. As of November 30, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $36,384,360, which will be recognized ratably on a straight-line basis over the contractual period of which $9,183,450 will be recognized over the next twelve months. Variable consideration 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. Effective June 1, 2017, the Company increased the payment warranty to $100,000 to all new clients who choose the premium processing method, PrepaCyte CB. The product warranty is available to clients who enroll under this structure for as long as the specimen is stored with the Company. In the processing and storage agreements, the Company provides limited rights which are offered to customers automatically upon contract execution. The Company has determined that the payment warranty represents variable consideration payable to the customer. Based on the Company’s historical experience to date, the Company has determined the payment warranty to be fully constrained under the most likely amount method. Consequently, the transaction price does not currently reflect any expectation of service level credits. At the end of each reporting period, the Company will update the estimated transaction price related to the payment warranty including updating its assessment of whether an estimate of variable consideration is constrained to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period. Allocation of transaction price As the Company’s processing and storage agreements contain multiple performance obligations, ASC 606 requires an allocation of the transaction price based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The Company has selected an adjusted market assessment approach to estimate the stand-alone selling prices of the processing services and storage services and concluded that the published list price is the price that a customer in that market would be willing to pay for those goods or services. The Company also considered the fact that all customers are charged the list prices current at the time of their enrollment where the Company has separately stated list prices for processing and storage. Costs to Obtain a Contract Prior to the adoption of ASC 606, the Company expensed in the period, all commissions paid to its internal and external sales representatives the Company employs and to its customers for generating new contracts. With the adoption of ASC 606 as of December 1, 2018, the Company capitalizes commissions that are incremental in obtaining customer contracts and the costs incurred to fulfill a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. These costs are deferred in other current or long-term assets and are expensed to selling, general and administrative expenses as the Company satisfies the performance obligations by transferring the service to the customer. These assets will be periodically assessed for impairment. As a practical expedient, the Company elected to recognize the incremental costs of obtaining its annual contracts as an expense when incurred, as the amortization period of the asset recognized would have been one year. The Company has determined that payments under the Company’s refer-a-friend program (“RAF program”) are incremental costs of obtaining a contract as they provide an incentive for existing customers to refer new customers to the Company and is referred to as commission. The amount paid under the RAF program (either through issuance of credits to customers or check payments) which exceeds the typical commission payment to a sales representative is recorded as a reduction to revenue under ASC 606. During the twelve months ended November 30, 2020 and November 30, 2019, the Company recorded $49,609 and $35,300, respectively, in commission payments to customers under the RAF program as a reduction to revenue. As of December 1, 2018, the Company capitalized $329,231 in incremental contract acquisition costs related to contracts that were not completed, net of the cumulative amortization expense of $66,533 through the adoption date. The Company did not record any impairment losses in relation to costs capitalized. For the twelve months ended November 30, 2020 and November 30, 2019, the Company capitalized additional contract acquisition costs of $89,471 and $87,518, respectively, net of amortization expense. b) Public banking revenue The Company sells and provides units not likely to be of therapeutic use for research to qualified organizations and companies operating under Institutional Review Board approval. Control is transferred at the point in time when the shipment has occurred, at which time, the Company records revenue. c) Licensee and royalty income Licensee and royalty income consist of royalty income earned on the processing and storage of cord blood stem cell specimens by an affiliate where the Company has a License and Royalty Agreement. The Company records revenue from processing and storage of specimens and pursuant to agreements with licensees. The Company records the royalty revenue in same period that the related processing and storage is being completed by the affiliate. d) Product Revenue The Company records revenue from the sale of the PrepaCyte CB product line upon shipment of the product to the Company’s customers. e) Shipping and handling The Company elected to apply the practical expedient to account for shipping and handling activities performed after the control of a good has been transferred to the customer as a fulfillment cost. Shipping and handling costs that the Company incurs are therefore expensed and included in cost of sales. The adoption of ASC 606 did not have an impact on the timing of revenue recognition for any of the Company’s revenue streams. Disaggregation of Revenue The revenue as reflected in the statements of comprehensive income is disaggregated by products and services. The following table provides information about assets and liabilities from contracts with customers: November 30, 2020 At Adoption Contract assets (sales commissions) $ 466,141 $ 329,231 Accounts receivables $ 6,322,960 $ 5,867,335 Short-term contract liabilities (deferred revenue) $ 9,183,450 $ 8,365,284 Long-term contract liabilities (deferred revenue) $ 27,200,910 $ 20,317,231 The Company, in general, requires the customer to pay for processing and storage services at the time of processing. Contract assets include deferred contract acquisition costs, which will be amortized along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract. Accounts receivable consists of amounts due from clients that have enrolled and processed in the umbilical cord blood stem cell processing and storage programs related to renewals of annual plans and amounts due from license affiliates, and sublicensee territories. The Company did not have asset impairment charges related to contract assets in the twelve months ended November 30, 2020. The following table presents changes in the Company’s contract assets and liabilities during the twelve months ended November 30, 2020: Balance at December 1, 2019 Additions Deductions Balance at November 30, 2020 Contract assets (sales commissions) $ 398,535 $ 89,471 $ (21,865 ) $ 466,141 Accounts receivables $ 6,097,331 $ 38,379,247 $ (38,153,618 ) $ 6,322,960 Contract liabilities (deferred revenue) $ 32,508,511 $ 21,237,546 $ (17,361,697 ) $ 36,384,360 |
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 payment, the Company would share for the duration of the contract a percentage of its future storage revenue collected from the annual storage fees charged related to a certain number of specimens that originated from specific geographical areas. The RSAs have no definitive term or termination provisions. The sharing applies to the storage fees collected for all specified specimens in the area up to the number covered in the contract. When the number of specimens is filled, any additional specimens stored in that area are not subject to revenue sharing. As there are empty spaces resulting from attrition, the Company agrees to fill them as soon as possible. The Company has reflected these up-front payments as long-term liabilities on the accompanying consolidated balance sheets. The Company does not intend to enter into additional RSAs. 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 based on the effective interest method, the payments will be allocated between interest and amortization of the liability. As cash is paid out to the other party during any period, the liability would be de-recognized based on the portion of the total anticipated payouts made during the period, using the effective interest method. That is, a portion of the payment would be recorded as interest expense, and the remainder would be treated as repayment of principal, which would reduce the liability. |
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 in a selected area. The investor may be given a right to sell sub-license agreements as well. As part of the accounting for the up-front license fee paid, or payable, to the Company, revenue from the up-front license fee is recognized based on such factors as when the payment is due, collectability and when all material services or conditions relating to the sale have been substantially performed by the Company based on the terms of the agreement. The Company has twelve active licensing agreements. The following areas each have one license agreement: El Salvador, Guatemala, Panama, Honduras, China and Pakistan. The following areas each have two license agreements: India, Nicaragua and Costa Rica. 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 agreements that are sold by the licensee where applicable. These fees are included in processing and storage fees revenue on the consolidated statements of comprehensive income. As part of the accounting for royalty revenue from India, the Company uses estimates and judgments based on historical processing and storage volume in determining the timing and amount of royalty revenue to recognize. The Company periodically reviews license and royalty receivables for collectability and, if necessary, will record an expense for an allowance for uncollectible accounts. |
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 sublicensee 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 accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. |
Inventory | Inventory As part of the Cord:Use Purchase Agreement, the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of November 30, 2020, the Company had approximately 6,000 cord blood units in inventory. These units are valued at the lower of cost or net realizable value. Costs include the cost of collecting, transporting, processing and storing the unit. Costs charged by Duke for their Duke Services are based on a monthly fixed fee for processing and storing 12 blood units per month. The Company computes the cost per unit for these Duke Services and capitalizes the unit cost on all blood units shipped and stored in a year at Duke. If the Company ships and stores less than 144 blood units with Duke in a one-year period, a portion of these fixed costs are expensed and included in facility operating costs. Certain costs of collection incurred, such as the cost of collection staff and transportation costs incurred to ship Public Bank units from hospitals to the stem cell laboratory are allocated to banked units based on an average cost method. The change in the number of expected units to be sold could have a significant impact on the estimated net realizable value of banked units which could have a material effect on the value of the inventory. Costs incurred related to cord blood units that cannot be sold are expensed in the period incurred and are included in facility operating costs in the accompanying statements of operations. The Company records a reserve against inventory for units which have been processed and frozen but may not ultimately become distributable (see Note 2). Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $1,284,238 and $2,332,763 was recognized during the twelve months ended November 30, 2020 and November 30, 2019, respectively, to reduce inventory from cost to net realizable value and is included in the accompanying consolidated statements of comprehensive income. |
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 years Leasehold improvements Lesser of 8-10 years or the lives of the leases Computer software – internal use 1-5 years 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 computer software. Capitalized internal-use software costs, which are included in property and equipment, are depreciated over the estimated useful lives of the software. |
Investments | Investments As part of the Cord:Use Purchase Agreement, the Company acquired the shares of common stock of |
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 indicators of impairment as of November 30, 2020 and November 30, 2019, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use over the estimated fair value of the net tangible, intangible and identifiable assets acquired. The annual assessment of the reporting unit is performed as of September 1st, 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. The Company first performs a qualitative assessment to test goodwill for impairment and concludes if it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment concludes that it is not more likely than not that the fair value is less than the carrying value, the two-step goodwill impairment test is not required. If the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than the carrying value, then the two-step goodwill impairment test is required. 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. |
Leases | Leases Effective December 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), using the modified retrospective approach and utilizing the effective date as its date of initial application. As a result, prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). The Company has elected to apply the ‘package of practical expedients’ which allows the Company to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as a right-of-use (ROU) assets and as short-term and long-term lease liabilities, as applicable. The Company does not have any financing leases. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company believes it could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. |
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 2020 and 2019 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, storage and delivery 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. Cost of sales related to the Public Cord Blood Bank represents the associated expenses resulting from the collection, shipping, processing and storage of the cord blood stem cell 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. Total advertising expense for the fiscal years ended November 30, 2020 and 2019 was approximately $845,454 and $981,448, 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. 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. |
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 the financial assets and liabilities measured at fair value on a recurring basis as of November 30, 2020 and November 30, 2019, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at November 30, 2020 Using Description November 30, 2020 Level 1 Level 2 Level 3 Assets: Marketable securities $ 88,476 $ 88,476 $ - $ - Total $ 88,476 $ 88,476 $ - $ - Liabilities: Contingent consideration $ 1,509,852 $ - $ - $ 1,509,852 Total $ 1,509,852 $ - $ - $ 1,509,852 Contingent Consideration: Beginning Balance as of November 30, 2019 $ 3,495,057 Subtractions – Cord:Use earnout payment (45,000 ) Fair value adjustment as of November 30, 2020 (1,940,205 ) Ending balance as of November 30, 2020 $ 1,509,852 Fair Value at Fair Value Measurements at November 30, 2019 Using Description November 30, 2019 Level 1 Level 2 Level 3 Assets: Marketable securities $ 904,053 $ 904,053 $ - $ - Total $ 904,053 $ 904,053 $ - $ - Liabilities: Contingent consideration $ 3,495,057 $ - $ - $ 3,495,057 Total $ 3,495,057 $ - $ - $ 3,495,057 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: Marketable securities - Effective December 1, 2018, the Company adopted ASU 2016-01, which requires equity securities with readily determinable fair values to be measured at fair value with the changes in fair value recognized through net income. Such securities are no longer reflected as trading or available-for-sale but are noted as marketable securities. As a result of this accounting change, in the first quarter of 2019, the Company recognized a cumulative-effect adjustment from accumulated other comprehensive income to retained earnings of approximately $341,000 in the consolidated statements of stockholders’ deficit as of the date of adoption. Prior periods have not been restated for the impact of this accounting change. There was approximately ($8,000) and $28,000 in (loss) gain, respectively, recorded in other income and expense on the accompanying consolidated statements of comprehensive income for the twelve months ended November 30, 2020 and 2019. Included in the holding loss for the twelve months ended November 30, 2020, the Company recorded an approximately ($76,000) loss when it received a cash liquidating distribution in the amount of approximately $807,000 of an investment. Contingent consideration - The contingent consideration is the earnout that Cord:Use is entitled to from the Company’s sale of the public cord blood inventory from and after closing. The estimated fair value of the contingent earnout was determined using a Monte Carlo analysis examining the frequency and mean value of the resulting earnout payments. The resulting value captures the risk associated with the form of the payout structure. The risk-neutral method is applied, resulting in a value that captures the risk associated with the form of the payout structure and the projection risk. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability. |
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. Effective June 1, 2017, the Company increased the payment warranty to $100,000 to all new clients who choose the premium processing method, PrepaCyte CB. The product warranty is available to clients who enroll under this structure for as long as the specimen is stored with the Company. The Company has not experienced any claims under the warranty program nor has it incurred costs related to these warranties. As discussed above, the Company has determined that the payment warranty represents variable consideration payable to the customer. Upon the adoption of ASC 606, the Company has concluded the payment warranty be fully constrained under the most likely amount method, therefore, the transaction price does not reflect any expectation of service level credits at November 30, 2019. At the end of each reporting period, the Company shall update the estimated transaction price related to the payment guarantee including updating its assessment of whether an estimate of variable consideration is constrained to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period. |
Income per Common Share | Income per Common Share Basic income 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 per share is as follows: November 30, 2020 November 30, 2019 Numerator: Net income $ 3,624,596 $ 2,290,774 Denominator: Weighted-average shares outstanding-basic 7,544,494 7,794,828 Dilutive common shares issuable upon exercise of stock options 595,686 617,586 Weighted-average shares-diluted 8,140,180 8,412,414 Income per share: Basic $ 0.48 $ 0.29 Diluted $ 0.45 $ 0.27 For the year ended November 30, 2020, the Company excluded the effect of 249,301 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. For the year ended November 30, 2019, the Company excluded the effect of 70,136 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, 2020, the Company has two stock-based employee compensation plans, which are described in Note 10 to the consolidated financial statements. The Company’s 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 $622,000 and $398,000 for the fiscal years ended November 30, 2020 and November 30, 2019, 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the reported results of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and Other Internal-Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities From Contracts With Customers | The following table provides information about assets and liabilities from contracts with customers: November 30, 2020 At Adoption Contract assets (sales commissions) $ 466,141 $ 329,231 Accounts receivables $ 6,322,960 $ 5,867,335 Short-term contract liabilities (deferred revenue) $ 9,183,450 $ 8,365,284 Long-term contract liabilities (deferred revenue) $ 27,200,910 $ 20,317,231 The Company, in general, requires the customer to pay for processing and storage services at the time of processing. Contract assets include deferred contract acquisition costs, which will be amortized along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract. Accounts receivable consists of amounts due from clients that have enrolled and processed in the umbilical cord blood stem cell processing and storage programs related to renewals of annual plans and amounts due from license affiliates, and sublicensee territories. The Company did not have asset impairment charges related to contract assets in the twelve months ended November 30, 2020. The following table presents changes in the Company’s contract assets and liabilities during the twelve months ended November 30, 2020: Balance at December 1, 2019 Additions Deductions Balance at November 30, 2020 Contract assets (sales commissions) $ 398,535 $ 89,471 $ (21,865 ) $ 466,141 Accounts receivables $ 6,097,331 $ 38,379,247 $ (38,153,618 ) $ 6,322,960 Contract liabilities (deferred revenue) $ 32,508,511 $ 21,237,546 $ (17,361,697 ) $ 36,384,360 |
Estimated Useful Lives of Property and Equipment | Estimated useful lives of property and equipment are as follows: Furniture and equipment 3-10 years Leasehold improvements Lesser of 8-10 years or the lives of the leases Computer software – internal use 1-5 years |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of November 30, 2020 and November 30, 2019, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at November 30, 2020 Using Description November 30, 2020 Level 1 Level 2 Level 3 Assets: Marketable securities $ 88,476 $ 88,476 $ - $ - Total $ 88,476 $ 88,476 $ - $ - Liabilities: Contingent consideration $ 1,509,852 $ - $ - $ 1,509,852 Total $ 1,509,852 $ - $ - $ 1,509,852 Contingent Consideration: Beginning Balance as of November 30, 2019 $ 3,495,057 Subtractions – Cord:Use earnout payment (45,000 ) Fair value adjustment as of November 30, 2020 (1,940,205 ) Ending balance as of November 30, 2020 $ 1,509,852 Fair Value at Fair Value Measurements at November 30, 2019 Using Description November 30, 2019 Level 1 Level 2 Level 3 Assets: Marketable securities $ 904,053 $ 904,053 $ - $ - Total $ 904,053 $ 904,053 $ - $ - Liabilities: Contingent consideration $ 3,495,057 $ - $ - $ 3,495,057 Total $ 3,495,057 $ - $ - $ 3,495,057 |
Calculation of Basic and Diluted Net Income per Common Share | The composition of basic and diluted net income per share is as follows: November 30, 2020 November 30, 2019 Numerator: Net income $ 3,624,596 $ 2,290,774 Denominator: Weighted-average shares outstanding-basic 7,544,494 7,794,828 Dilutive common shares issuable upon exercise of stock options 595,686 617,586 Weighted-average shares-diluted 8,140,180 8,412,414 Income per share: Basic $ 0.48 $ 0.29 Diluted $ 0.45 $ 0.27 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at November 30, 2020 and November 30, 2019 are as follows: As of November 30, 2020 As of November 30, 2019 Raw materials $ — $ — Work-in-process 273,430 149,972 Work-in-process – Public Bank — — Finished goods 63,327 52,451 Finished goods – Public Bank 11,629,307 13,491,375 Collection kits 33,006 44,453 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 11,991,352 $ 13,730,533 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows as of November 30, 2020 and 2019: Useful lives November 30, 2020 November 30, 2019 Patents 10-20 years $ 234,570 $ 234,570 Less: Accumulated amortization (47,150 ) (35,526 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (178,443 ) (155,194 ) Customer relationships – PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (7,122 ) (6,329 ) Brand 1 year 31,000 31,000 Less: Accumulated amortization (31,000 ) (31,000 ) Customer relationships – Cord:Use 30 years 960,000 960,000 Less: Accumulated amortization (80,000 ) (48,000 ) Net Intangible Assets $ 1,181,588 $ 1,249,254 |
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: 2021 $ 67,667 2022 $ 67,667 2023 $ 67,667 2024 $ 67,667 2025 $ 57,980 Thereafter $ 852,940 Total $ 1,181,588 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable Obligation | As of November 30, 2020, and November 30, 2019, the note payable obligation was as follows: November 30, 2020 November 30, 2019 Note payable $ 6,008,433 $ 9,108,433 Unamortized debt issuance costs (67,219 ) (152,281 ) Net note payable $ 5,941,214 $ 8,956,152 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 2,841,214 5,856,152 Total $ 5,941,214 $ 8,956,152 |
Summary of Future Principal Payments under the Note Payable Obligation | Future principal payments under the note payable obligation are as follows: Years ending November 30: Amount 2021 3,100,000 2022 2,908,433 Total $ 6,008,433 |
Summary of Interest Expense on Note Payable | Interest expense on the note payable for the years ended November 30, 2020 and November 30, 2019 was as follows: November 30, 2020 November 30, 2019 Interest expense on notes payable $ 310,364 $ 646,744 Debt issuance costs 85,062 112,642 Total interest expense $ 395,426 $ 759,386 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Revenue, Cost of Sales, Operating Profit, Depreciation and Amortization, Interest Expense and Assets by Segment | The following table shows, by segment: net revenue, cost of sales, operating profit, depreciation and amortization, interest expense, and assets for the years ended November 30, 2020 and 2019: For the years ended November 30, 2020 2019 Net revenue: Umbilical cord blood and cord tissue stem cell service $ 30,176,852 $ 30,991,972 PrepaCyte CB 244,187 172,395 Public cord blood banking 726,554 652,204 Total net revenue $ 31,147,593 $ 31,816,571 Cost of sales: Umbilical cord blood and cord tissue stem cell service $ 7,731,227 $ 8,490,824 PrepaCyte CB 156,111 249,487 Public cord blood banking 1,770,104 1,295,864 Total cost of sales $ 9,657,442 $ 10,036,175 Operating profit: Umbilical cord blood and cord tissue stem cell service $ 9,928,886 $ 8,152,475 PrepaCyte CB 60,499 (113,346 ) Public cord blood banking (2,327,788 ) (2,976,423 ) Total operating profit $ 7,661,597 $ 5,062,706 Depreciation and amortization: Umbilical cord blood and cord tissue stem cell service $ 344,711 $ 365,057 PrepaCyte CB 27,578 36,254 Public cord blood banking - - Total depreciation and amortization $ 372,289 $ 401,311 Interest expense: Umbilical cord blood and cord tissue stem cell service $ 1,544,017 $ 1,703,446 PrepaCyte CB - - Public cord blood banking - - Total interest expense $ 1,544,017 $ 1,703,446 The following table shows the assets by segment as of November 30, 2020 and November 30, 2019: 2020 2019 Assets: Umbilical cord blood and cord tissue stem cell service $ 34,215,780 $ 28,975,002 PrepaCyte CB 302,683 289,804 Public cord blood banking 11,681,631 13,621,354 Total assets $ 46,200,094 $ 42,886,160 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts is as follows for the years ended November 30, 2020 and 2019: December 1, 2018 $ 2,264,848 Bad Debt Expense 767,128 Write-offs (756,688 ) Recoveries 308,803 November 30, 2019 $ 2,584,091 Bad Debt Expense 602,965 Write-offs (751,848 ) Recoveries 346,460 November 30, 2020 $ 2,781,668 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Major Classes of Property and Equipment | The major classes of property and equipment are as follows: 2020 2019 Furniture and equipment $ 6,634,360 $ 6,568,205 Leasehold improvements 1,200,934 1,200,934 Computer software – internal use 1,194,039 1,194,039 9,029,333 8,963,178 Less: Accumulated Depreciation (7,388,559 ) (7,116,711 ) Total Property and Equipment $ 1,640,774 $ 1,846,467 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses are as follows: November 30, 2020 2019 Professional fees $ 47,729 $ 115,000 Payroll and payroll taxes (1) 606,828 513,108 Interest expense 779,444 950,300 General expenses 504,306 330,726 Federal and state taxes 959,904 176,046 $ 2,898,211 $ 2,085,180 (1) – Payroll and payroll taxes includes accrued vacation and wages due as of November 30, 2020 and November 30, 2019. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) | The Company recorded the following income tax provision for the years ended November 30, 2020 and 2019. 2020 2019 Current: Federal $ 1,757,000 $ 1,637,000 State 598,000 769,000 Foreign 68,000 108,000 Subtotal 2,423,000 2,514,000 Deferred: Federal (847,000 ) (1,106,000 ) State (161,000 ) (307,000 ) Foreign — — Subtotal (1,008,000 ) (1,413,000 ) Income Tax Expense $ 1,415,000 $ 1,101,000 |
Summary of Deferred Tax Assets and Liabilities | As of November 30, 2020 and 2019, the tax effects of temporary differences that give rise to the deferred tax assets are as follows: 2020 2019 Tax Assets: Deferred income (Net of Discounts) $ 7,024,000 $ 6,256,000 Tax over book basis in unconsolidated affiliate 1,209,000 1,224,000 Accrued payroll 100,000 82,000 Reserves and other accruals 1,895,000 1,589,000 Stock compensation 567,000 411,000 Depreciation and Amortization 483,000 450,000 Transaction costs 19,000 18,000 RSA Buy-out 1,482,000 1,095,000 Lease Liability 81,000 — Total Assets: 12,860,000 11,125,000 Tax Liabilities: Unrealized gains on securities (134,000 ) (117,000 ) NOLs, Credits, and Other Carryforward Items (782,000 ) (282,000 ) Right of Use Asset (81,000 ) — Total Liabilities: (997,000 ) (399,000 ) Less: Valuation Allowance (1,499,000 ) (1,646,000 ) Net Deferred Tax Asset $ 10,364,000 $ 9,080,000 |
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 2020 % 2019 % Tax at Federal Statutory Rate 1,061,885 21.00 733,198 21.00 State Income Tax Effect 282,514 5.59 220,527 6.32 Change in Valuation Allowance (147,528 ) (2.92 ) 12,158 0.35 Tax Compensation Differences 6,870 0.14 26,330 0.75 Permanent Disallowances 55,372 1.10 76,775 2.20 Deferred Repricing 80,692 1.60 12,375 0.35 Other 74,922 1.47 19,278 (0.10 ) Foreign tax credits (68,102) (1.35 ) (108,150 ) (3.10 ) Foreign tax withholding 68,102 1.35 108,150 3.10 Total income taxes $ 1,414,727 27.98 $ 1,100,641 30.87 |
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, 2020: Jurisdiction Open Tax Years Examinations in Process United States – Federal Income Tax 2017 – 2019 N/A United States – Various States 2016 - 2019 N/A |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) - Service-Based Vesting Condition Options [Member] | 12 Months Ended |
Nov. 30, 2020 | |
Fair Value of Options Granted | Variables used to determine the fair value of the options granted for the years ended November 30, 2020 and November 30, 2019 are as follows: 2020 2019 Weighted average values: Expected dividends 0% 0% Expected volatility 59.32% 64.02% Risk free interest rate 1.12% 1.55% Expected life 7.9 years 8.4 years |
Stock Option Activity | Stock option activity for options with only service-based vesting conditions for the year ended November 30, 2020, was as follows: Weighted Weighted Average Remaining Average Contractual Aggregate Options Exercise Price Term (Years) Intrinsic Value Outstanding at November 30, 2019 1,089,774 $ 3.30 3.91 $ 4,648,111 Granted 105,169 7.73 10,866 Exercised (20,000 ) 2.05 102,800 Expired/forfeited — — — Outstanding at November 30, 2020 1,174,943 $ 3.72 3.42 $ 4,502,324 Exercisable at November 30, 2020 1,081,563 $ 3.37 3.01 $ 4,494,532 |
Significant Option Groups Exercisable Option and its Price and Contractual Life | Significant option groups outstanding and exercisable at November 30, 2020 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Average Remaining Weighted Weighted Range of Exercise Prices Outstanding Contractual Life (Years) Average Exercise Price Outstanding Average Exercise Price $1.01 to $2.00 422,500 1.09 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 1.10 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 5.23 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 5.59 $ 6.52 2,944 $ 6.51 $7.01 to $8.00 291,881 7.38 $ 7.64 206,040 $ 7.62 $9.01 to $10.00 7,000 6.69 $ 9.10 350 $ 9.10 1,174,943 3.42 $ 3.72 1,081,563 $ 3.37 |
Summary of Non-Vested Options | A summary of the status of the Company’s non-vested options as of November 30, 2020, and changes during the fiscal year then ended, is presented below: Weighted Average Grant-Date Options Fair Value Non-vested at November 30, 2019 125,234 $ 4.70 Granted 105,169 4.66 Vested (137,023 ) 4.70 Forfeited — — Non-vested at November 30, 2020 93,380 $ 4.65 |
License Agreements (Tables)
License Agreements (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of License Fees Earned | For the years ended November 30, 2020 2019 License Fee Processing and Storage Royalties Total License Fee Processing and Storage Royalties Total India $ - $ 629,702 $ 629,702 $ - $ 1,000,000 $ 1,000,000 Total $ - $ 629,702 $ 629,702 $ - $ 1,000,000 $ 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Payments Under Current Operating Leases | The future minimum rental payments under the current operating lease are as follows: Fiscal Year Ending November 30, Rent 2021 $ 224,928 2022 $ 18,744 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
Leases [Abstract] | |
Summary of Lease Assets and Liabilities | The following table presents the right-of-use asset and short-term and long-term lease liabilities amounts recorded on the consolidated balance sheets as of November 30, 2020: November 30, 2020 Assets Operating lease right-of-use asset $ 299,089 Liabilities Current portion of operating lease liabilities $ 275,570 Operating lease long term liabilities 23,632 Total lease liability $ 299,202 |
Summary of Maturity of the Company's Lease Liabilities | The maturity of the Company’s lease liabilities at November 30, 2020 were as follows: Future Operating Fiscal Year Ending November 30, 2020 Lease Payments 2021 $ 284,847 2022 23,737 Less: Imputed interest (9,382 ) Present value of lease liabilities $ 299,202 |
Summary of Remaining Lease Term and Discount Rates | The remaining lease term and discount rates are as follows: November 30, 2020 Lease Term and Discount Rate Remaining lease term (years) Operating lease 1.08 Discount rate (percentage) Operating lease 5.3 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Twelve Months Ended November 30, 2020 Operating cash outflows from operating leases $ 278,788 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 01, 2017USD ($) | Feb. 01, 2012USD ($) | Oct. 10, 2001USD ($)shares | Dec. 31, 2005USD ($) | Nov. 30, 2020USD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2020USD ($)SegmentUnitshares | Nov. 30, 2019USD ($)shares | Dec. 01, 2018USD ($) |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Number of reportable segments | Segment | 3 | |||||||||
Concentration risk related to supplier | The Company depends on one supplier for the source of its collection kits | |||||||||
Deferred revenue | $ 36,384,360 | $ 36,384,360 | ||||||||
Warranty payment | $ 100,000 | $ 75,000 | $ 50,000 | |||||||
Commission paid | 49,609 | $ 35,300 | ||||||||
Capitalized contract acquisition costs, net of amortization expense | $ 329,231 | |||||||||
Cumulative amortization expense | $ 66,533 | |||||||||
Additional capitalized contract acquisition costs, net of amortization expense | 89,471 | 87,518 | ||||||||
Impairment of public inventory | 1,284,238 | $ 2,332,763 | 1,284,238 | 2,332,763 | ||||||
Impairment on long lived assets | 0 | 0 | ||||||||
Uncertain tax provisions | 0 | 0 | 0 | |||||||
Provisions for interest or penalties related to uncertain tax positions | 0 | 0 | ||||||||
Advertising cost included in selling, general and administrative expenses | 845,454 | 981,448 | ||||||||
Cumulative-effect adjustment from accumulated other comprehensive income to retained earnings | $ 341,000 | |||||||||
(Loss) gain on marketable securities | (8,000) | 28,000 | ||||||||
Loss on cash liquidating distribution | (76,000) | |||||||||
Investment | $ 807,000 | 807,000 | ||||||||
Payment warranty | $ 50,000 | |||||||||
Increased payment warranty | $ 100,000 | $ 75,000 | ||||||||
Stock-based option compensation expense | $ 622,000 | $ 398,000 | ||||||||
Employee Stock Incentive Plan [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Number of outstanding options excluded from computation of diluted earnings per share | shares | 249,301 | 70,136 | ||||||||
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | Duke University [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Inventory, in units | Unit | 6,000 | |||||||||
Number of units, per month | Unit | 12 | |||||||||
Maximum [Member] | Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | Duke University [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Inventory, in units | Unit | 144 | |||||||||
Accounts Receivables [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Period of doubtful for accounts receivable due from client | 30 days | |||||||||
Option One [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Contracted storage amortization period | 21 years | 21 years | ||||||||
Option Two [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Contracted storage amortization period | 1 year | 1 year | ||||||||
Option Three [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Contracted storage amortization period | lifetime | |||||||||
Contracted storage amortization description | The life-time storage plan is based on a life expectancy of 81 years, which is the current estimate by the Center for Disease Control for United States women’s life expectancy and concluded that additional data analysis would result in an immaterial difference in revenue. | |||||||||
ASC 606 [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 1, 2018 | Dec. 1, 2018 | ||||||||
Change In Accounting Principle Accounting Standards Update Transition Option Elected [Extensible List] | us-gaap:AccountingStandardsUpdate201409RetrospectiveMember | |||||||||
ASU 2016-02 [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 1, 2019 | Dec. 1, 2019 | ||||||||
Change In Accounting Principle Accounting Standards Update Transition Option Elected [Extensible List] | us-gaap:AccountingStandardsUpdate201602RetrospectiveMember | |||||||||
Saneron Therapeutics, Inc. [Member] | CCEL Bio-Therapies, Inc. [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [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] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [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 | |||||||||
Saneron [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Ownership interest | 33.00% | 33.00% | 33.00% | |||||||
Saneron [Member] | CCEL Bio-Therapies, Inc. [Member] | ||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||||
Non-Controlling interest after merger | 43.42% |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies - Additional Information 1 (Detail) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-12-01 | Nov. 30, 2020USD ($) |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |
Deferred revenue current | $ 9,183,450 |
Deferred revenue recognition period | 12 months |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities From Contracts With Customers (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 | May 31, 2019 |
Accounting Policies [Abstract] | |||
Contract assets (sales commissions) | $ 466,141 | $ 398,535 | $ 329,231 |
Accounts receivables | 6,322,960 | 6,097,331 | 5,867,335 |
Short-term contract liabilities (deferred revenue) | 9,183,450 | 8,875,138 | 8,365,284 |
Long-term contract liabilities (deferred revenue) | $ 27,200,910 | $ 23,633,373 | $ 20,317,231 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Schedule of Change in Assets and Liabilities From Contracts With Customers (Detail) | 12 Months Ended |
Nov. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Contract assets (sales commissions), Beginning balance | $ 398,535 |
Contract assets (sales commissions), Additions | 89,471 |
Contract assets (sales commissions), Deductions | (21,865) |
Contract assets (sales commissions), Ending balance | 466,141 |
Account receivables, Beginning balance | 6,097,331 |
Account receivables, Additions | 38,379,247 |
Account receivables, Deductions | (38,153,618) |
Account receivables , Ending balance | 6,322,960 |
Contract liabilities (deferred revenue), Beginning balance | 32,508,511 |
Contract liabilities (deferred revenue), Additions | 21,237,546 |
Contract liabilities (deferred revenue), Deductions | (17,361,697) |
Contract liabilities (deferred revenue), Ending balance | $ 36,384,360 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Nov. 30, 2020 | |
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 S_6
Description of Business and Summary of Significant Accounting Policies - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 88,476 | $ 904,053 |
Contingent consideration | 1,509,852 | 3,495,057 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 88,476 | 904,053 |
Total | 88,476 | 904,053 |
Contingent consideration | 1,509,852 | 3,495,057 |
Total | 1,509,852 | 3,495,057 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 88,476 | 904,053 |
Total | 88,476 | 904,053 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,509,852 | 3,495,057 |
Total | 1,509,852 | $ 3,495,057 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance as of November 30, 2019 | 3,495,057 | |
Subtractions – Cord:Use earnout payment | (45,000) | |
Fair value adjustment as of November 30, 2020 | (1,940,205) | |
Ending balance as of November 30, 2020 | $ 1,509,852 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Numerator: | ||
Net income | $ 3,624,596 | $ 2,290,774 |
Denominator: | ||
Weighted average common shares outstanding - basic | 7,544,494 | 7,794,828 |
Dilutive common shares issuable upon exercise of stock options | 595,686 | 617,586 |
Weighted-average shares-diluted | 8,140,180 | 8,412,414 |
Income per share: | ||
Net income per common share - basic | $ 0.48 | $ 0.29 |
Net income per common share - diluted | $ 0.45 | $ 0.27 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | May 31, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | |
Inventory Disclosure [Abstract] | ||||
Other asset impairment charge | $ 1,284,238 | $ 2,332,763 | $ 1,284,238 | $ 2,332,763 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Inventory [Line Items] | ||
Collection kits | $ 33,006 | $ 44,453 |
Inventory reserve | (7,718) | (7,718) |
Total inventory | 11,991,352 | 13,730,533 |
All Other [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 273,430 | 149,972 |
Finished goods | 63,327 | 52,451 |
Public Banking [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 11,629,307 | $ 13,491,375 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Intangible Assets | $ 1,181,588 | $ 1,249,254 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 234,570 | 234,570 |
Less: Accumulated amortization | $ (47,150) | (35,526) |
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 | $ (178,443) | (155,194) |
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 | $ (7,122) | (6,329) |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 1 year | |
Finite lived intangible assets, gross | $ 31,000 | 31,000 |
Less: Accumulated amortization | $ (31,000) | (31,000) |
Customer Relationships One [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 30 years | |
Finite lived intangible assets, gross | $ 960,000 | 960,000 |
Less: Accumulated amortization | $ (80,000) | $ (48,000) |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Amortization Expenses (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Finite Lived Intangible Assets Net [Abstract] | ||
2021 | $ 67,667 | |
2022 | 67,667 | |
2023 | 67,667 | |
2024 | 67,667 | |
2025 | 57,980 | |
Thereafter | 852,940 | |
Total | $ 1,181,588 | $ 1,249,254 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 68,000 | $ 92,000 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | May 20, 2016 | Nov. 30, 2020 | Nov. 30, 2019 | Jun. 30, 2020 | Jun. 11, 2018 | Aug. 26, 2016 | Jul. 01, 2016 |
Debt Instrument [Line Items] | |||||||
Line of credit facility, amount advanced | $ 350,000 | ||||||
Interest expense | $ 1,544,017 | $ 1,703,446 | |||||
Debt issuance costs | 548,085 | ||||||
Amortization of debt issuance costs | 85,062 | 112,642 | |||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 310,364 | $ 646,744 | |||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Second amended and restated promissory note principal amount | $ 15,500,000 | ||||||
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 | ||||||
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 | ||||||
Second Amended Senior Credit Facility [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, amount advanced | $ 9,000,000 |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable Obligation (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Debt Disclosure [Abstract] | ||
Note payable | $ 6,008,433 | $ 9,108,433 |
Unamortized debt issuance costs | (67,219) | (152,281) |
Net note payable | 5,941,214 | 8,956,152 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Long-term note payable, net of debt issuance costs | $ 2,841,214 | $ 5,856,152 |
Note Payable - Summary of Futur
Note Payable - Summary of Future Principal Payments under Note Payable Obligation (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 3,100,000 | |
2022 | 2,908,433 | |
Total | $ 6,008,433 | $ 9,108,433 |
Note Payable - Summary of Inter
Note Payable - Summary of Interest Expense on Note Payable (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Interest Expense Debt [Abstract] | ||
Interest expense on notes payable | $ 310,364 | $ 646,744 |
Debt issuance costs | 85,062 | 112,642 |
Total interest expense | $ 395,426 | $ 759,386 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Nov. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Net Revenue, Cost of Sales, Depreciation and Amortization, Operating Profit, Interest Expense and Assets by Segment (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Total net revenue | $ 31,147,593 | $ 31,816,571 |
Total cost of sales | 9,657,442 | 10,036,175 |
Total operating profit | 7,661,597 | 5,062,706 |
Total depreciation and amortization | 166,437 | 206,238 |
Total interest expense | 1,544,017 | 1,703,446 |
Total assets | 46,200,094 | 42,886,160 |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 34,215,780 | 28,975,002 |
PrepaCyte CB [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 302,683 | 289,804 |
Public Cord Blood Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 11,681,631 | 13,621,354 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | 372,289 | 401,311 |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 30,176,852 | 30,991,972 |
Total cost of sales | 7,731,227 | 8,490,824 |
Total operating profit | 9,928,886 | 8,152,475 |
Total interest expense | 1,544,017 | 1,703,446 |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | 344,711 | 365,057 |
PrepaCyte CB [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 244,187 | 172,395 |
Total cost of sales | 156,111 | 249,487 |
Total operating profit | 60,499 | (113,346) |
PrepaCyte CB [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | 27,578 | 36,254 |
Public Cord Blood Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 726,554 | 652,204 |
Total cost of sales | 1,770,104 | 1,295,864 |
Total operating profit | $ (2,327,788) | $ (2,976,423) |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts - Allowance for Doubtful Accounts (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Beginning Balance | $ 2,584,091 | $ 2,264,848 |
Bad Debt Expense | 602,965 | 767,128 |
Write-offs | (751,848) | (756,688) |
Recoveries | 346,460 | 308,803 |
Ending Balance | $ 2,781,668 | $ 2,584,091 |
Property and Equipment - Summar
Property and Equipment - Summary of Major Classes of Propery and Equipment (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment | $ 9,029,333 | $ 8,963,178 |
Less: Accumulated Depreciation | (7,388,559) | (7,116,711) |
Total Property and Equipment | 1,640,774 | 1,846,467 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment | 6,634,360 | 6,568,205 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment | 1,200,934 | 1,200,934 |
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, 2020 | Nov. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 305,000 | $ 309,000 |
Depreciation amount included in cost of sales | $ 206,000 | $ 195,000 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Payables And Accruals [Abstract] | ||
Professional fees | $ 47,729 | $ 115,000 |
Payroll and payroll taxes | 606,828 | 513,108 |
Interest expense | 779,444 | 950,300 |
General expenses | 504,306 | 330,726 |
Federal and state taxes | 959,904 | 176,046 |
Total | $ 2,898,211 | $ 2,085,180 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Current: | ||
Federal | $ 1,757,000 | $ 1,637,000 |
State | 598,000 | 769,000 |
Foreign | 68,000 | 108,000 |
Subtotal | 2,423,000 | 2,514,000 |
Deferred: | ||
Federal | (847,000) | (1,106,000) |
State | (161,000) | (307,000) |
Subtotal | (1,008,000) | (1,413,000) |
Income Tax Expense | $ 1,414,727 | $ 1,100,641 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Tax Assets: | ||
Deferred income (Net of Discounts) | $ 7,024,000 | $ 6,256,000 |
Tax over book basis in unconsolidated affiliate | 1,209,000 | 1,224,000 |
Accrued payroll | 100,000 | 82,000 |
Reserves and other accruals | 1,895,000 | 1,589,000 |
Stock compensation | 567,000 | 411,000 |
Depreciation and Amortization | 483,000 | 450,000 |
Transaction costs | 19,000 | 18,000 |
RSA Buy-out | 1,482,000 | 1,095,000 |
Lease Liability | 81,000 | |
Total Assets: | 12,860,000 | 11,125,000 |
Tax Liabilities: | ||
Unrealized gains on securities | (134,000) | (117,000) |
NOLs, Credits, and Other Carryforward Items | (782,000) | (282,000) |
Right of Use Asset | (81,000) | |
Total Liabilities: | (997,000) | (399,000) |
Less: Valuation Allowance | (1,499,000) | (1,646,000) |
Net Deferred Tax Asset | $ 10,364,000 | $ 9,080,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, changes in amount | $ (147,528) | $ 12,158 |
Minimum percentage probability of realized tax benefit on settlement | 50.00% | |
US income taxes paid | $ 1,877,000 | $ 2,801,000 |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Statutory Rate to Pretax Income (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal Statutory Rate, Amount | $ 1,061,885 | $ 733,198 |
State Income Tax Effect, Amount | 282,514 | 220,527 |
Change in Valuation Allowance, Amount | (147,528) | 12,158 |
Tax Compensation Differences, Amount | 6,870 | 26,330 |
Permanent Disallowances, Amount | 55,372 | 76,775 |
Deferred Repricing, Amount | 80,692 | 12,375 |
Other, Amount | 74,922 | 19,278 |
Foreign tax credits, Amount | (68,102) | (108,150) |
Foreign tax withholding, Amount | 68,102 | 108,150 |
Income Tax Expense | $ 1,414,727 | $ 1,100,641 |
Tax at Federal Statutory Rate | 21.00% | 21.00% |
State Income Tax Effect, Rate | 5.59% | 6.32% |
Change in Valuation Allowance, Rate | (2.92%) | 0.35% |
Tax Compensation Differences, Rate | 0.14% | 0.75% |
Permanent Disallowances, Rate | 1.10% | 2.20% |
Deferred Repricing, Rate | 1.60% | 0.35% |
Other, Rate | 1.47% | (0.10%) |
Foreign tax credits, Rate | (1.35%) | (3.10%) |
Foreign tax withholding, Rate | 1.35% | 3.10% |
Total income taxes, Rate | 27.98% | 30.87% |
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, 2020 | |
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 | 2017 |
United States - Federal Income Tax [Member] | Latest Tax Year [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2019 |
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 | 2016 |
United States - Various States [Member] | Latest Tax Year [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2019 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Nov. 30, 2020 | Feb. 27, 2020 | Sep. 04, 2019 | Dec. 20, 2019 | May 31, 2012 | May 31, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Dec. 01, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 105,169 | |||||||||
Weighted average grant date fair value of options granted | $ 4.66 | $ 5.02 | ||||||||
Plan modification description and terms | The options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon grant, 1/3 on December 1, 2020 and the remaining 1/3 on November 30, 2021. | |||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 101,000 | $ 101,000 | ||||||||
Share based compensation options fair value | $ 119,000 | |||||||||
Optionee [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 1,500 | |||||||||
David Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 23,636 | |||||||||
Shares earned during period | 304,946 | |||||||||
Stock compensation, number of shares opted to lump sum cash payment | 30,000 | |||||||||
Shares earned paid in cash | $ 444,000 | |||||||||
Number of shares surrendered | 157,472 | |||||||||
Payments of cash in surrender of shares in share based compensation activities | $ 534,917 | |||||||||
Mark Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 20,000 | |||||||||
Shares earned during period | 265,172 | |||||||||
Stock compensation, number of shares opted to lump sum cash payment | 30,000 | |||||||||
Shares earned paid in cash | $ 444,000 | |||||||||
Number of shares surrendered | 134,977 | |||||||||
Payments of cash in surrender of shares in share based compensation activities | $ 457,327 | |||||||||
Oleg Mikulinksy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | 3,000 | $ 3,000 | ||||||||
Oleg Mikulinksy [Member] | Second Amendment Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 8,000 | |||||||||
Shares granted during period | 34,349 | |||||||||
Service-Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 105,169 | |||||||||
Market Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 0 | |||||||||
Market Based Vesting Condition Options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 1,333 | 4,444 | 2,666 | |||||||
Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | 2,600 | $ 15,000 | ||||||||
Market Based Vesting Condition Options [Member] | David Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 15,756 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Plan modification description and terms | These options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon date of grant, 1/3 on December 1, 2019 and 1/3 on November 30, 2020. | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [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 | ||||||||
Share based compensation options fair value | $ 172,000 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | $ 182,000 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | $ 19,200 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | David Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 47,273 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Mark Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 40,000 | |||||||||
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 | 1,000,000 | ||||||||
Option issued | 305,000 | 305,000 | 325,000 | |||||||
Shares issued under stock incentive plan | 0 | 0 | ||||||||
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 | 562,310 | 562,310 | ||||||||
2012 Plan [Member] | Service Based Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 868,443 | 763,274 | ||||||||
2012 Plan [Member] | Service Based Restricted Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 129,729 | 129,729 | ||||||||
2012 Plan [Member] | Performance Based Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 530,851 | 530,851 | ||||||||
2012 Plan [Member] | Market Based Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 116,218 | 116,218 | ||||||||
2012 Plan [Member] | Service-Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 352,000 | $ 352,000 | ||||||||
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 | |||||||||
Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share issued to option holder | 20,000 | 2,500 | ||||||||
Options exercised | $ 41,000 | $ 5,700 | ||||||||
Stock Option [Member] | Service-Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 105,169 | 143,409 | ||||||||
Weighted-average period | 2 years 1 month 13 days | |||||||||
Total fair value of shares vested | $ 644,000 | |||||||||
Stock Option [Member] | Market Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 0 | |||||||||
Non Qualified Stock Options [Member] | Performance And Market Based Vesting Condition Options [Member] | David Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 26,243 | |||||||||
Non Qualified Stock Options [Member] | Performance And Market Based Vesting Condition Options [Member] | Mark Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 22,222 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Options Granted (Detail) - Service-Based Vesting Condition Options [Member] | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Weighted average values: | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 59.32% | 64.02% |
Risk free interest rate | 1.12% | 1.55% |
Expected life | 7 years 10 months 24 days | 8 years 4 months 24 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 105,169 | |
Service-Based Vesting Condition Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at November 30, 2019 | 1,089,774 | |
Granted | 105,169 | |
Exercised | (20,000) | |
Outstanding at November 30, 2020 | 1,174,943 | 1,089,774 |
Exercisable at November 30, 2020 | 1,081,563 | |
Outstanding at November 30, 2019, Weighted Average Exercise Price | $ 3.30 | |
Granted, Weighted Average Exercise Price | 7.73 | |
Exercised, Weighted Average Exercise Price | 2.05 | |
Outstanding at November 30, 2020, Weighted Average Exercise Price | 3.72 | $ 3.30 |
Exercisable at November 30, 2020, Weighted Average Exercise Price | $ 3.37 | |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 5 months 1 day | 3 years 10 months 28 days |
Exercisable at November 30, 2020, Weighted Average Remaining Contractual Term (Years) | 3 years 3 days | |
Outstanding at November 30, 2019, Aggregate Intrinsic Value | $ 4,648,111 | |
Granted, Aggregate Intrinsic Value | 10,866 | |
Exercised, Aggregate Intrinsic Value | 102,800 | |
Outstanding at November 30, 2020, Aggregate Intrinsic Value | 4,502,324 | $ 4,648,111 |
Exercisable at November 30, 2020, Aggregate Intrinsic Value | $ 4,494,532 |
Stockholders' Equity - Signific
Stockholders' Equity - Significant Option Groups Outstanding and Exercisable Option and its Price and Contractual Life (Detail) | 12 Months Ended |
Nov. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Outstanding | shares | 1,174,943 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 1 day |
Outstanding, Weighted Average Exercise Price | $ 3.72 |
Exercisable, Outstanding | shares | 1,081,563 |
Exercisable, Weighted Average Exercise Price | $ 3.37 |
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 | 422,500 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 2 days |
Outstanding, Weighted Average Exercise Price | $ 1.73 |
Exercisable, Outstanding | shares | 422,500 |
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 | 245,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 6 days |
Outstanding, Weighted Average Exercise Price | $ 2.78 |
Exercisable, Outstanding | shares | 245,000 |
Exercisable, Weighted Average Exercise Price | $ 2.78 |
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 | 204,729 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 23 days |
Outstanding, Weighted Average Exercise Price | $ 3.14 |
Exercisable, Outstanding | shares | 204,729 |
Exercisable, Weighted Average Exercise Price | $ 3.14 |
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 | 3,833 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 2 days |
Outstanding, Weighted Average Exercise Price | $ 6.52 |
Exercisable, Outstanding | shares | 2,944 |
Exercisable, Weighted Average Exercise Price | $ 6.51 |
Range 5 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 7.01 |
Range of Exercise Prices Maximum | $ 8 |
Outstanding, Outstanding | shares | 291,881 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 17 days |
Outstanding, Weighted Average Exercise Price | $ 7.64 |
Exercisable, Outstanding | shares | 206,040 |
Exercisable, Weighted Average Exercise Price | $ 7.62 |
Range 6 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 9.01 |
Range of Exercise Prices Maximum | $ 10 |
Outstanding, Outstanding | shares | 7,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 8 months 8 days |
Outstanding, Weighted Average Exercise Price | $ 9.10 |
Exercisable, Outstanding | shares | 350 |
Exercisable, Weighted Average Exercise Price | $ 9.10 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Non-Vested Options (Detail) - $ / shares | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Non-vested at November 30, 2019, Shares | 125,234 | |
Granted, Shares | 105,169 | |
Vested, Shares | (137,023) | |
Non-vested at November 30, 2020, Shares | 93,380 | 125,234 |
Non-vested at November 30, 2019, Weighted Average Grant-Date Fair Value | $ 4.70 | |
Granted, Weighted Average Grant-Date Fair Value | 4.66 | $ 5.02 |
Vested, Weighted Average Grant-Date Fair Value | 4.70 | |
Non-vested at November 30, 2020, Weighted Average Grant-Date Fair Value | $ 4.65 | $ 4.70 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - LifeCell License and Agreement [Member] - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
License Agreements [Line Items] | ||
Royalties receivable | $ 1,000,000 | |
Royalties receivables, due | $ 629,702 | |
Royalty income since inception of license and royalty agreement | 10,000,000 | |
Royalty collected since inception of license and royalty agreement | 8,900,000 | |
Accounts Receivables [Member] | ||
License Agreements [Line Items] | ||
Royalties receivable | 1,100,000 | |
Maximum [Member] | ||
License Agreements [Line Items] | ||
Royalties receivable annually | 1,000,000 | |
Royalties receivable | $ 10,000,000 |
License Agreements - Summary of
License Agreements - Summary of License Fees Earned (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
License Agreements [Line Items] | ||
Revenue | $ 31,147,593 | $ 31,816,571 |
Processing and Storage Royalties [Member] | ||
License Agreements [Line Items] | ||
Revenue | 629,702 | 1,000,000 |
Processing and Storage Royalties [Member] | India [Member] | ||
License Agreements [Line Items] | ||
Revenue | 629,702 | 1,000,000 |
Licensee and royalty income [Member] | ||
License Agreements [Line Items] | ||
Revenue | 629,702 | 1,000,000 |
Licensee and royalty income [Member] | India [Member] | ||
License Agreements [Line Items] | ||
Revenue | $ 629,702 | $ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jan. 11, 2021ft² | Aug. 31, 2020USD ($) | Dec. 03, 2015USD ($) | Jul. 31, 2018ft² | Nov. 30, 2013USD ($)ft² | Apr. 30, 2004ft² | Nov. 30, 2020USD ($) | Nov. 30, 2019USD ($) |
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 | $ 318,587 | $ 322,984 | ||||||
Payment for termination of contract | $ 1,900,000 | |||||||
Space and Time Sharing (SATS) Lease Agreement [Member] | Erie Group [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Payment for termination of contract | $ 1,939,748 | |||||||
Case No.15-007461-CI [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Minimum jurisdictional amount | $ 15,000 | |||||||
Subsequent Event [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Extensions on main lease | ft² | 17,600 | |||||||
Miami [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Operating lease period | 1 year | |||||||
Rent charged to operation | $ 38,000 | |||||||
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 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Rental Payments Under Current Operating Leases (Detail) | Nov. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 224,928 |
2022 | $ 18,744 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Amount allows under 401(k) retirement plan | 15.00% | |
Contribution to 401(k) retirement plan | $ 179,000 | $ 205,000 |
Revenue Sharing Agreements ("_2
Revenue Sharing Agreements ("RSAs") - Additional Information (Detail) | Aug. 31, 2020USD ($) | Nov. 30, 2020USD ($)Store | Nov. 30, 2019USD ($) | Nov. 30, 2016 | Nov. 30, 2008 | May 31, 2001USD ($)Store | Feb. 09, 1999USD ($)Store |
Revenue Sharing Agreement [Line Items] | |||||||
Total payments to RSA holders | $ 974,276 | $ 832,587 | |||||
Interest expense | 779,444 | 950,300 | |||||
Interest expense | 1,544,017 | 1,703,446 | |||||
Payment for termination of contract | 1,900,000 | ||||||
Accrued expenses | 2,898,211 | 2,085,180 | |||||
Extinguishment of revenue sharing agreements | (1,070,900) | ||||||
Space and Time Sharing (SATS) Lease Agreement [Member] | Erie Group [Member] | |||||||
Revenue Sharing Agreement [Line Items] | |||||||
Payment for termination of contract | $ 1,939,748 | ||||||
Carrying amount of long-term liability | 550,000 | ||||||
Accrued expenses | $ 279,100 | ||||||
Extinguishment of revenue sharing agreements | (1,070,900) | ||||||
Revenue Sharing Agreement ("RSA") [Member] | |||||||
Revenue Sharing Agreement [Line Items] | |||||||
Interest expense | 762,573 | 909,765 | |||||
Florida [Member] | |||||||
Revenue Sharing Agreement [Line Items] | |||||||
Revenue sharing agreement price | $ 1,000,000 | ||||||
Percentage of RSA Repurchased | 50.00% | ||||||
Number of storage spaces | Store | 33,000 | ||||||
Texas [Member] | |||||||
Revenue Sharing Agreement [Line Items] | |||||||
Revenue sharing agreement price | $ 750,000 | ||||||
Percentage of RSA Repurchased | 50.00% | ||||||
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 | 1,148,592 | $ 944,060 | |||||
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% |
Share Repurchase Plan - Additio
Share Repurchase Plan - Additional Information (Detail) - $ / shares | Mar. 31, 2018 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | 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 | |||||||
Treasury stock, shares | 6,093,535 | 6,093,535 | 6,093,535 | |||||
2012 Stock Incentive Plan [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Number of shares repurchased | 292,449 | |||||||
Common Stock [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Treasury stock, shares | 6,093,535 | 6,093,535 | ||||||
Repurchase agreement, purchase price per share | $ 0 | $ 3.39 | $ 3.37 | |||||
Number of shares repurchased | 0 | 292,449 |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities (Detail) | Nov. 30, 2020USD ($) |
Assets | |
Operating lease right-of-use asset | $ 299,089 |
Liabilities | |
Current portion of operating lease liabilities | 275,570 |
Operating lease long term liabilities | 23,632 |
Total lease liability | $ 299,202 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of the Company's Lease Liabilities (Detail) | Nov. 30, 2020USD ($) |
Lessee Operating Lease Liability Maturity [Abstract] | |
2021 | $ 284,847 |
2022 | 23,737 |
Less: Imputed interest | (9,382) |
Total lease liability | $ 299,202 |
Leases - Summary of Remaining L
Leases - Summary of Remaining Lease Term and Discount Rates (Detail) | Nov. 30, 2020 |
Disclosure Of Remaining Lease Term And Discount Rates [Abstract] | |
Operating lease, Remaining lease term (years) | 1 year 29 days |
Operating lease, Discount rate (percentage) | 5.30% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) | 12 Months Ended |
Nov. 30, 2020USD ($) | |
Disclosure Of Supplemental Cash Flow Information Related To Leases [Abstract] | |
Operating cash outflows from operating leases | $ 278,788 |
Patent Option Agreement and S_2
Patent Option Agreement and Subsequent Event - Additional Information (Detail) - USD ($) | Feb. 23, 2021 | Dec. 01, 2020 | Jun. 30, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Patent Option Agreement [Line Items] | |||||
Long-term line of credit | $ 350,000 | ||||
Line of credit facility | $ 150,000 | ||||
Revenue | $ 31,147,593 | $ 31,816,571 | |||
Subsequent Event [Member] | |||||
Patent Option Agreement [Line Items] | |||||
Line of credit facility | $ 150,000 | ||||
Subsequent Event [Member] | Duke University [Member] | |||||
Patent Option Agreement [Line Items] | |||||
License fee payable | $ 12,000,000 | ||||
Milestone payments first phase III clinical trial | $ 2,000,000 | ||||
Subsequent Event [Member] | Duke University [Member] | 5.0% upon Execution of the Agreement [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 5.00% | ||||
Subsequent Event [Member] | Duke University [Member] | 2.5% Market Cap [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 2.50% | ||||
Subsequent Event [Member] | Duke University [Member] | Licensed Product and Licensed Process [Member] | |||||
Patent Option Agreement [Line Items] | |||||
Royalties Term | 15 years | ||||
Subsequent Event [Member] | Duke University [Member] | Licensed Product and Licensed Process [Member] | 2.5% Upon Cumulative Net Sales [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 2.50% | ||||
Revenue | $ 10,000,000 | ||||
Subsequent Event [Member] | Duke University [Member] | Licensed Product and Licensed Process [Member] | 2.5% Upon Cumulative Net Sales [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 2.50% | ||||
Revenue | $ 75,000,000 | ||||
Subsequent Event [Member] | Duke University [Member] | Minimum [Member] | |||||
Patent Option Agreement [Line Items] | |||||
Royalties Percentage Portion of Net Sales | 7.00% | ||||
Subsequent Event [Member] | Duke University [Member] | Minimum [Member] | 2.5% Market Cap Triggers with 18 Months [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Average Closing Market Capital | $ 300,000,000 | ||||
Subsequent Event [Member] | Duke University [Member] | Minimum [Member] | 2.5% Market Cap Triggers with 24 Months [Member] | Fully Diluted Equity Ownership | |||||
Patent Option Agreement [Line Items] | |||||
Average Closing Market Capital | $ 500,000,000 | ||||
Subsequent Event [Member] | Duke University [Member] | Maximum [Member] | |||||
Patent Option Agreement [Line Items] | |||||
Royalties Percentage Portion of Net Sales | 12.50% | ||||
Subsequent Event [Member] | Within Fourteen (14) days of February 23, 2021 | Duke University [Member] | |||||
Patent Option Agreement [Line Items] | |||||
License fee payable | $ 5,000,000 | ||||
Subsequent Event [Member] | First Anniversary [Member] | Duke University [Member] | |||||
Patent Option Agreement [Line Items] | |||||
License fee payable | 5,000,000 | ||||
Subsequent Event [Member] | Second Anniversary [Member] | Duke University [Member] | |||||
Patent Option Agreement [Line Items] | |||||
License fee payable | 2,000,000 | ||||
Minimum Annual Royalties Due Year Two | 500,000 | ||||
Minimum Annual Royalties Due Year Three | 1,000,000 | ||||
Minimum Annual Royalties Due Year Four | 2,500,000 | ||||
Minimum Annual Royalties Due Year Five | 5,000,000 | ||||
Minimum Annual Royalties Due After Year Five | $ 5,000,000 |