Cover Page
Cover Page - shares | 3 Months Ended | |
Feb. 28, 2021 | Apr. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 28, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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 | 0-23386 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3023093 | |
Entity Address, Address Line One | 700 Brooker Creek Blvd | |
Entity Address, 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 Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Entity Common Stock, Shares Outstanding | 7,980,647 | |
Security Exchange Name | NONE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 11,277,811 | $ 10,361,125 |
Marketable securities | 85,900 | 88,476 |
Accounts receivable (net of allowance for doubtful accounts of $2,807,822 and $2,781,668, respectively) | 5,638,992 | 6,322,960 |
Prepaid expenses | 510,652 | 611,627 |
Inventory, current portion | 868,258 | 927,318 |
Other current assets | 314,724 | 244,696 |
Total current assets | 18,696,337 | 18,556,202 |
Property and Equipment-net | 1,597,180 | 1,640,774 |
Other Assets | ||
Duke license agreement | 58,270,522 | |
Intangible assets, net | 1,554,081 | 1,181,588 |
Inventory, net of current portion | 11,013,166 | 11,064,034 |
Goodwill | 1,941,411 | 1,941,411 |
Deferred tax assets | 10,363,967 | 10,363,967 |
Operating lease right-of-use asset | 1,012,539 | 299,089 |
Deposits and other assets, net | 507,258 | 495,029 |
Total other assets | 84,970,944 | 26,003,118 |
Total assets | 105,264,461 | 46,200,094 |
Current Liabilities | ||
Accounts payable | 860,132 | 957,390 |
Accrued expenses | 3,457,298 | 2,898,211 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Current portion of operating lease liability | 239,330 | 275,570 |
Current portion of Duke license agreement liability | 13,307,094 | |
Deferred revenue | 8,880,930 | 9,183,450 |
Total current liabilities | 29,844,784 | 16,414,621 |
Other Liabilities | ||
Deferred revenue, net of current portion | 27,950,810 | 27,200,910 |
Contingent consideration | 1,662,246 | 1,509,852 |
Note payable, net of current portion and debt issuance costs | 1,085,896 | 2,841,214 |
Operating lease long-term liability | 774,438 | 23,632 |
Long-term liability - revenue sharing agreements | 875,000 | 875,000 |
Total other liabilities | 77,114,782 | 32,450,608 |
Total liabilities | 106,959,566 | 48,865,229 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Common stock ($.01 par value, 20,000,000 authorized; 13,658,938 issued and 7,570,913 outstanding as of February 28, 2021 and 13,633,638 issued and 7,545,613 outstanding as of November 30, 2020) | 136,589 | 136,336 |
Additional paid-in capital | 36,857,787 | 36,581,600 |
Treasury stock, at cost | (20,563,357) | (20,563,357) |
Accumulated deficit | (18,126,124) | (18,819,714) |
Total stockholders' deficit | (1,695,105) | (2,665,135) |
Total liabilities and stockholders' deficit | 105,264,461 | 46,200,094 |
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 | |
Duke University [Member] | ||
Other Liabilities | ||
Duke license agreement liability | $ 44,766,392 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 2,807,822 | $ 2,781,668 |
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 | 13,658,938 | 13,633,638 |
Common stock, shares outstanding | 7,570,913 | 7,545,613 |
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 Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Revenue | $ 6,860,617 | $ 7,620,774 |
Costs and Expenses: | ||
Cost of sales | 2,012,197 | 2,503,144 |
Selling, general and administrative expenses | 3,433,312 | 3,870,029 |
Change in fair value of contingent consideration | 152,394 | (51,412) |
Research, development and related engineering | 6,190 | 5,722 |
Depreciation and amortization | 21,263 | 44,221 |
Total costs and expenses | 5,625,356 | 6,371,704 |
Operating Income | 1,235,261 | 1,249,070 |
Other Expense: | ||
(Losses) gains on marketable securities | (2,576) | 54,948 |
Other income | 25 | 627 |
Interest expense | (280,219) | (365,299) |
Total other expense | (282,770) | (309,724) |
Income before income tax expense | 952,491 | 939,346 |
Income tax expense | (258,901) | (252,380) |
Net Income | $ 693,590 | $ 686,966 |
Net income per common share - basic | $ 0.09 | $ 0.09 |
Weighted average common shares outstanding - basic | 7,570,913 | 7,541,113 |
Net income per common share - diluted | $ 0.08 | $ 0.08 |
Weighted average common shares outstanding - diluted | 8,198,591 | 8,128,257 |
Processing and Storage Fees [Member] | ||
Revenue | $ 6,738,631 | $ 7,406,288 |
Public Banking [Member] | ||
Revenue | 83,986 | 154,079 |
Product [Member] | ||
Revenue | $ 38,000 | $ 60,407 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 693,590 | $ 686,966 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 72,489 | 95,757 |
Change in fair value of contingent consideration | 152,394 | (51,412) |
Losses (gains) on marketable securities | 2,576 | (54,948) |
Compensatory element of stock options | 84,818 | 224,258 |
Provision for doubtful accounts | 90,854 | 152,991 |
Amortization of debt issuance costs | 19,682 | 24,481 |
Amortization of operating lease right-of-use asset | 66,620 | 66,491 |
Changes in assets and liabilities: | ||
Accounts receivable | 593,114 | 177,656 |
Prepaid expenses | 100,975 | 48,588 |
Inventory | 109,928 | 70,394 |
Other current assets | (70,028) | 61,333 |
Deposits and other assets, net | (98,675) | (18,210) |
Accounts payable | (97,258) | 12,131 |
Accrued expenses | 559,087 | 628,627 |
Operating lease liability | (65,504) | (66,300) |
Deferred revenue | 447,380 | 556,760 |
Net cash provided by operating activities | 2,662,042 | 2,615,563 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (11,978) | (6,961) |
Purchase of patent option agreement | (150,000) | |
Net cash used in investing activities | (161,978) | (6,961) |
Cash flows from financing activities: | ||
Repayments of note payable | (1,775,000) | (775,000) |
Proceeds from the exercise of stock options | 191,622 | 41,000 |
Net cash used in financing activities | (1,583,378) | (734,000) |
Increase in cash and cash equivalents | 916,686 | 1,874,602 |
Cash and cash equivalents - beginning of period | 10,361,125 | 6,541,037 |
Cash and cash equivalents - end of period | 11,277,811 | 8,415,639 |
Supplemental non-cash investing and financing activities: | ||
Operating lease liability and right-of-use asset due to adoption of ASC 842 | $ 562,775 | |
Lease liability arising from right-of-use asset | 780,070 | |
Patent option agreement credit to purchase of patents and licenses | 500,000 | |
Liabilities incurred for the purchase of patents and licenses | $ 58,073,486 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Beginning balance at Nov. 30, 2019 | $ (6,952,851) | $ 135,989 | $ 35,918,827 | $ (20,563,357) | $ (22,444,310) |
Beginning 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 | 224,258 | 224,258 | |||
Net income | 686,966 | 686,966 | |||
Ending balance at Feb. 29, 2020 | (6,000,627) | $ 136,336 | 36,183,738 | (20,563,357) | (21,757,344) |
Ending balance, shares at Feb. 29, 2020 | 13,633,638 | ||||
Beginning balance at Nov. 30, 2020 | (2,665,135) | $ 136,336 | 36,581,600 | (20,563,357) | (18,819,714) |
Beginning balance, shares at Nov. 30, 2020 | 13,633,638 | ||||
Common stock issued | 191,622 | $ 253 | 191,369 | ||
Common stock issued, shares | 25,300 | ||||
Compensatory element of stock options | 84,818 | 84,818 | |||
Net income | 693,590 | 693,590 | |||
Ending balance at Feb. 28, 2021 | $ (1,695,105) | $ 136,589 | $ 36,857,787 | $ (20,563,357) | $ (18,126,124) |
Ending balance, shares at Feb. 28, 2021 | 13,658,938 |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Significant Accounting Policies | Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies 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 Processing System (“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 recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue recognized for the cryogenic storage of umbilical cord blood stem cells for public use 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. The unaudited consolidated financial statements including the Consolidated Balance Sheet as of February 28, 2021, the related Consolidated Statements of Income, Cash Flows and Stockholders’ Deficit for the three months ended February 28, 2021 and February 29, 2020 have been prepared by Cryo-Cell International, Inc. and its subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain financial information and note disclosures, which are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's November 30, 2020 Annual Report on Form 10-K. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for all periods presented have been made. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the results expected for any interim period in the future or the entire year ending November 30, 2021. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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) Collection, Processing and Storage Services 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 February 28, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $36,831,740, which will be recognized ratably on a straight-line basis over the contractual period of which $8,880,930 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 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 three months ended February 28, 2021 and February 29, 2020, the Company has recorded $13,507 and $11,535, respectively, commission payments to customers under the RAF program as a reduction to revenue. For the three months ended February 28, 2021 and February 29, 2020, the Company capitalized additional contract acquisition costs of $18,262 and $23,320, 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. Disaggregation of Revenue The revenue as reflected in the statements of income is disaggregated by products and services. The following table provides information about assets and liabilities from contracts with customers: February 28, 2021 November 30, 2020 Contract assets (sales commissions) $ 478,370 $ 466,141 Accounts receivables $ 5,638,992 $ 6,322,960 Short-term contract liabilities (deferred revenue) $ 8,880,930 $ 9,183,450 Long-term contract liabilities (deferred revenue) $ 27,950,810 $ 27,200,910 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 three months ended February 28, 2021 and February 29, 2020. The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2021: Balance at December 1, 2020 Additions Deductions Balance at February 28, 2021 Contract assets (sales commissions) $ 466,141 $ 18,262 $ (6,033 ) $ 478,370 Accounts receivables $ 6,322,960 $ 8,402,508 $ (9,086,476 ) $ 5,638,992 Contract liabilities (deferred revenue) $ 36,384,360 $ 3,711,251 $ (3,263,871 ) $ 36,831,740 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. Inventories On June 11, 2018, Cryo-Cell completed its acquisition of substantially all of the assets of Cord:Use Cord Blood Bank, Inc. a Florida corporation (“Cord:Use”), in accordance with the definitive Asset Purchase Agreement between Cryo-Cell and Cord:Use (the “Purchase Agreement”). 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 February 28, 2021, 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 3). Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $1,284,238 was recognized during the fourth quarter of fiscal 2020 to reduce inventory from cost to net realizable value. 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 the three months ended February 28, 2021 and February 29, 2020, the Company had no provisions for interest or penalties related to uncertain tax positions. Long-Lived Assets The Company evaluates the realizability of its long-lived assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment, such as reductions in demand or when significant economic slowdowns are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment and carrying value is in excess of fair value, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. The Company did not note any impairment for the three months ended February 28, 2021 and February 29, 2020. 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 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. Stock Compensation As of February 28, 2021, the Company has two stock-based compensation plans, which are described in Note 7 to the consolidated financial statements. The Company’s stock-based employee compensation plan that became effective December 1, 2011 was approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $85,000 and $224,000 for the three months ended February 28, 2021 and February 29, 2020, respectively, of stock-based 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. 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 accountin |
Segment Reporting
Segment Reporting | 3 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 2 – Segment Reporting 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, depreciation and amortization, operating profit, interest expense, and income tax expense for the three months ended February 28, 2021 and February 29, 2020: For the three months ended February 28, 2021 For the three months ended February 29, 2020 Net revenue Umbilical cord blood and cord tissue stem cell service $ 6,738,631 $ 7,406,288 PrepaCyte®-CB 38,000 60,407 Public cord blood banking 83,986 154,079 Total net revenue $ 6,860,617 $ 7,620,774 Cost of sales Umbilical cord blood and cord tissue stem cell service $ 1,640,015 $ 2,055,075 PrepaCyte®-CB 34,880 41,117 Public cord blood banking 337,302 406,952 Total cost of sales $ 2,012,197 $ 2,503,144 Depreciation and amortization Umbilical cord blood and cord tissue stem cell service $ 14,368 $ 37,327 PrepaCyte®-CB 6,895 6,894 Public cord blood banking — — Total depreciation and amortization $ 21,263 $ 44,221 Operating income Umbilical cord blood and cord tissue stem cell service $ 1,492,353 $ 1,489,548 PrepaCyte®-CB (3,777 ) 12,396 Public cord blood banking (253,315 ) (252,874 ) Total operating income $ 1,235,261 $ 1,249,070 Interest expense Umbilical cord blood and cord tissue stem cell service $ 280,219 $ 365,299 PrepaCyte®-CB — — Public cord blood banking — — Total interest expense $ 280,219 $ 365,299 The following table shows the assets by segment as of February 28, 2021 and November 30, 2020: As of February 28, 2021 As of November 30, 2020 Assets Umbilical cord blood and cord tissue stem cell service $ 93,405,068 $ 34,215,780 PrepaCyte®-CB 235,248 302,683 Public cord blood banking 11,624,145 11,681,631 Total assets $ 105,264,461 $ 46,200,094 |
Inventory
Inventory | 3 Months Ended |
Feb. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – 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 was recognized during the fourth quarter of fiscal 2020 to reduce inventory from cost to net realizable value. The components of inventory at February 28, 2021 and November 30, 2020 are as follows: February 28, 2021 November 30, 2020 Raw materials $ — $ — Work-in-process 238,616 273,430 Work-in-process – Public Bank — — Finished goods 33,067 63,327 Finished goods – Public Bank 11,578,525 11,629,307 Collection kits 38,934 33,006 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 11,881,424 $ 11,991,352 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets The Company incurs certain legal and related costs in connection with patent and trademark applications. If a future economic benefit is anticipated from the resulting patent or trademark or an alternate future use is available to the Company, such costs are capitalized and amortized over the expected life of the patent or trademark. The Company’s assessment of future economic benefit involves considerable management judgment. A different conclusion could result in the reduction of the carrying value of these assets. Intangible assets were as follows as of February 28, 2021 and November 30, 2020: Useful lives February 28, 2021 November 30, 2020 Patents and Domain Names 10-20 years $ 623,980 $ 234,570 Less: Accumulated amortization (50,055 ) (47,150 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (184,255 ) (178,443 ) Customer relationships-PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (7,322 ) (7,122 ) 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 (88,000 ) (80,000 ) Net Intangible Assets $ 1,554,081 $ 1,181,588 Amortization expense of intangibles was approximately $17,000 and $17,000 for the three months ended February 28, 2021 and February 29, 2020, respectively. |
Note Payable
Note Payable | 3 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 5 – 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. 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 3.35% per annum plus LIBOR, payable monthly with a maturity date of July 2021 extended to June 2023 with Second Amendment. 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 the three months ended February 28, 2021 and February 29, 2020, the Company paid interest of $40,538 and $109,780, respectively, which is reflected in interest expense on the accompanying consolidated statements of 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 the three months ended February 28, 2021 and February 29, 2020, $19,682 and $24,481, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income. As of February 28, 2021, and November 30, 2020, the note payable obligation was as follows: February 28, 2021 November 30, 2020 Note payable $ 4,233,433 $ 6,008,433 Unamortized debt issuance costs (47,537 ) (67,219 ) Net note payable $ 4,185,896 $ 5,941,214 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 1,085,896 2,841,214 Total $ 4,185,896 $ 5,941,214 Interest expense on the note payable for the three months ended February 28, 2021 and February 29, 2020 was as follows: February 28, 2021 February 29, 2020 Interest expense on notes payable $ 40,538 $ 109,780 Debt issuance costs 19,682 24,481 Total interest expense $ 60,220 $ 134,261 |
Income per Common Share
Income per Common Share | 3 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
Income per Common Share | Note 6 – Income per Common Share The following table sets forth the calculation of basic and diluted earnings per share: For the three months ended February 28, 2021 For the three months ended February 29, 2020 Numerator: Net Income $ 693,590 $ 686,966 Denominator: Weighted-average shares outstanding-basic 7,570,913 7,541,113 Dilutive common shares issuable upon exercise of stock options 627,678 587,144 Weighted-average shares-diluted 8,198,591 8,128,257 Earnings (Loss) per share: Basic $ 0.09 $ 0.09 Diluted $ 0.08 $ 0.08 For the three months ended February 28, 2021, the Company excluded the effect of 39,000 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 three months ended February 29, 2020, the Company excluded the effect of 232,737 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Feb. 28, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity 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). 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 February 28, 2021, there were 843,143 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 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 February 28, 2021, there were 562,310 shares available for future issuance under the 2012 Plan. Service-based vesting condition options The fair value of each option award is estimated on the date of the grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s stock over the most recent period commensurate with the expected life of the Company’s stock options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of options granted to employees is based upon historical exercise data. Expected dividends are based on the historical trend of the Company not issuing dividends. There were 0 and 44,969 options granted during the three months ended February 28, 2021 and February 29, 2020, respectively. Variables used to determine the fair value of the options granted for the three months ended February 29, 2020 are as follows: Three months ended February 29, 2020 Weighted average values: Expected dividends 0% Expected volatility 64.25% Risk free interest rate 1.90% Expected life 9.0 years Stock option activity for the three months ended February 28, 2021, was as follows: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Life (Years) Intrinsic Value Outstanding at November 30, 2020 1,174,943 $ 3.72 3.42 $ 4,502,324 Granted — — — Exercised (25,300 ) 7.57 — Expired/forfeited — — — Outstanding at February 28, 2021 1,149,643 $ 3.64 3.08 $ 7,315,667 Exercisable at February 28, 2021 1,079,983 $ 3.36 2.78 $ 7,167,172 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 February 28, 2021 or November 30, 2020, as applicable. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s stock. For the three months ended February 28, 2021, the Company issued 25,300 common shares to an option holder who exercised options for $191,622. For the three months ended February 29, 2020, the Company issued 20,000 common shares to an option holder who exercised options for $41,000. Significant option groups exercisable at February 28, 2021 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Prices Outstanding Contractual Life (Years) Exercise Price Outstanding Exercise Price $1.01 to $2.00 422,500 .85 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 .86 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 4.99 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 5.35 $ 6.52 3,388 $ 6.51 $7.01 to $8.00 266,581 7.06 $ 7.64 203,666 $ 7.61 $9.01 to $10.00 7,000 6.45 $ 9.10 700 $ 9.10 1,149,643 3.08 $ 3.64 1,079,983 $ 3.36 A summary of the status of the Company’s non-vested options as of February 28, 2021, and changes during the three months ended February 28, 2021, is presented below: Weighted Average Grant-Date Options Fair Value Non-vested at November 30, 2020 93,380 $ 4.65 Granted — — Vested (23,720 ) 4.99 Forfeited — — Non-vested at February 28, 2021 69,660 $ 4.53 As of February 28, 2021, there was approximately $269,000 of total unrecognized compensation cost related to non-vested service-related 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 2.16 years as of February 28, 2021. The total fair value of shares vested during the three months ended February 28, 2021 was approximately $118,000. 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 vested for the three months ended February 28, 2021 was approximately $40,000 and is reflected as selling, general and administrative expenses in the accompanying statement of income. As of February 28, 2021, there was approximately $73,000 of total unrecognized compensation cost related to the non-vested options of common stock. 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 is determined using a Monte Carlo valuation approach. There were no market-based vesting condition options for the three months ended February 28, 2021 or February 29, 2020. For performance-based vesting condition options, the Company estimates 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 August 30, 2019, the Company granted David Portnoy and Mark Portnoy 26,243 and 22,222 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. These options were issued under the Company’s 2012 Stock Plan and vested 1/3 upon date of grant, 1/3 on December 1, 2019 and 1/3 on November 30, 2020. The fair value of the options that vested through the three months ended February 28, 2021 and February 29, 2020 was approximately $0 and $86,000, respectively, and is reflected as selling, general and administrative expenses in the accompanying consolidated statements of income. As of February 28, 2021, there was $0 of total unrecognized compensation cost as the options were fully vested. 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 is determined using a Monte Carlo valuation approach. There were no market-based vesting condition options for the three months ended February 28, 2021 or February 29, 2020. For performance-based vesting condition options, the Company estimates the fair value of the qualified stock options that met certain performance targets by the end of the 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 per the Amendment Agreement. These options were issued under the Company’s 2012 Stock Plan and vested 1/3 upon date of grant, 1/3 on December 1, 2019 and 1/3 on November 30, 2020. The fair value of the options that vested through the three months ended February 28, 2021 and February 29, 2020 was approximately $200 and $7,600, respectively and is reflected as selling, general and administrative expenses in the accompanying consolidated statements of income. As of February 28, 2021, there was $0 of total unrecognized compensation cost as the options were fully vested. 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 the options that vested through the three months ended February 28, 2021 and February 29, 2020 was approximately $1,000 and $2,000, respectively, and is reflected as selling, general and administrative expenses in the accompanying consolidated statements of income. As of February 28, 2021, there was approximately $2,000 of total unrecognized compensation cost related to the non-vested options of common stock. |
License Agreements
License Agreements | 3 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
License Agreements | Note 8 – 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 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. For the three months ended February 28, 2021 and February 29, 2020, the Company recognized $0 and $0, respectively, for initial license fees and processing and storage royalties. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Feb. 28, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 9 – Legal Proceedings From time to time the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business. The Company believes that the ultimate resolution of current matters should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable ultimate outcome for or resolution which could be material to the Company’s results of operations for a particular quarterly reporting period. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. |
Share Repurchase Plan
Share Repurchase Plan | 3 Months Ended |
Feb. 28, 2021 | |
Equity [Abstract] | |
Share Repurchase Plan | Note 10 – Share Repurchase Plan In December 2011, the Company’s Board of Directors authorized management at its discretion to repurchase up to 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 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 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 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 February 28, 2021, 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 did not repurchase any of the Company’s common stock during the first quarter of fiscal 2021 and fiscal 2020. The repurchased shares will be held as treasury stock at cost and have been removed from common shares outstanding as of February 28, 2021 and November 30, 2020. As of February 28, 2021, and November 30, 2020, 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 | 3 Months Ended |
Feb. 28, 2021 | |
Leases [Abstract] | |
Leases | Note 11 – 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. In January 2021, the Company exercised its right to extend a lease for 36 months that resulted in an increase of $780,070 to operating lease right-of-use asset and of $780,070 to operating lease 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 February 28, 2021 and November 30, 2020: February 28, 2021 November 30, 2020 Assets Operating lease right-of-use asset $ 1,012,539 $ 299,089 Liabilities Current portion of operating lease liabilities $ 239,330 $ 275,570 Operating lease long term liabilities 774,438 23,632 Total lease liability $ 1,013,768 $ 299,202 The maturity of the Company’s lease liabilities at February 28, 2021 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2021 (remaining 9 months) $ 214,567 2022 294,336 2023 295,086 2024 295,086 2025 24,590 Less: Imputed interest (109,897 ) Present value of lease liabilities $ 1,013,768 The remaining lease term and discount rates are as follows: February 28, 2021 Lease Term and Discount Rate Remaining lease term (years) Operating lease 3.8 Discount rate (percentage) Operating lease 5.3 % Supplemental cash flow information related to leases is as follows: Three Months Ended Three Months Ended February 28, 2021 February 29, 2020 Operating cash outflows from operating leases $ 71,566 $ 66,300 |
COVID 19
COVID 19 | 3 Months Ended |
Feb. 28, 2021 | |
Covid19 [Abstract] | |
COVID 19 | Note 12 – 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 for the three months ended February 28, 2021 compared to the three months ended February 29, 2020. 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. |
Patent Option and Technology Li
Patent Option and Technology License Agreement | 3 Months Ended |
Feb. 28, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Patent Option and Technology License Agreement | Note 13 – Patent Option and Technology License Agreement 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, was 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 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 was due within 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. On March 8, 2021, the Company transferred $4,889,410 to Duke which included the first payment due of $5,000,000, less $500,000 previously paid and $389,410 in costs related to the patents. 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: • $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 18 months of February 23, 2021; and o Equal to or greater than $500,000,000, provided such trigger occurs within 24 months of February 23, 2021. As of February 23, 2021, the Company capitalized $58,073,486 as a Duke license agreement which represents the costs to obtain the Agreement. These costs include the present value of the $12,000,000 license fee, $3,585,170 of the Company’s common stock transferred to Duke, the present value of the future minimum royalty payments and certain acquisition costs. The Company anticipates amortizing these costs over 15 years. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
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 Processing System (“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 recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue recognized for the cryogenic storage of umbilical cord blood stem cells for public use 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. The unaudited consolidated financial statements including the Consolidated Balance Sheet as of February 28, 2021, the related Consolidated Statements of Income, Cash Flows and Stockholders’ Deficit for the three months ended February 28, 2021 and February 29, 2020 have been prepared by Cryo-Cell International, Inc. and its subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain financial information and note disclosures, which are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's November 30, 2020 Annual Report on Form 10-K. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for all periods presented have been made. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the results expected for any interim period in the future or the entire year ending November 30, 2021. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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) Collection, Processing and Storage Services 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 February 28, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $36,831,740, which will be recognized ratably on a straight-line basis over the contractual period of which $8,880,930 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 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 three months ended February 28, 2021 and February 29, 2020, the Company has recorded $13,507 and $11,535, respectively, commission payments to customers under the RAF program as a reduction to revenue. For the three months ended February 28, 2021 and February 29, 2020, the Company capitalized additional contract acquisition costs of $18,262 and $23,320, 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. Disaggregation of Revenue The revenue as reflected in the statements of income is disaggregated by products and services. The following table provides information about assets and liabilities from contracts with customers: February 28, 2021 November 30, 2020 Contract assets (sales commissions) $ 478,370 $ 466,141 Accounts receivables $ 5,638,992 $ 6,322,960 Short-term contract liabilities (deferred revenue) $ 8,880,930 $ 9,183,450 Long-term contract liabilities (deferred revenue) $ 27,950,810 $ 27,200,910 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 three months ended February 28, 2021 and February 29, 2020. The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2021: Balance at December 1, 2020 Additions Deductions Balance at February 28, 2021 Contract assets (sales commissions) $ 466,141 $ 18,262 $ (6,033 ) $ 478,370 Accounts receivables $ 6,322,960 $ 8,402,508 $ (9,086,476 ) $ 5,638,992 Contract liabilities (deferred revenue) $ 36,384,360 $ 3,711,251 $ (3,263,871 ) $ 36,831,740 |
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. |
Inventories | Inventories On June 11, 2018, Cryo-Cell completed its acquisition of substantially all of the assets of Cord:Use Cord Blood Bank, Inc. a Florida corporation (“Cord:Use”), in accordance with the definitive Asset Purchase Agreement between Cryo-Cell and Cord:Use (the “Purchase Agreement”). 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 February 28, 2021, 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 3). Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $1,284,238 was recognized during the fourth quarter of fiscal 2020 to reduce inventory from cost to net realizable value. |
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 the three months ended February 28, 2021 and February 29, 2020, the Company had no provisions for interest or penalties related to uncertain tax positions. |
Long-Lived Assets | Long-Lived Assets The Company evaluates the realizability of its long-lived assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment, such as reductions in demand or when significant economic slowdowns are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment and carrying value is in excess of fair value, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. The Company did not note any impairment for the three months ended February 28, 2021 and February 29, 2020. |
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. |
Stock Compensation | Stock Compensation As of February 28, 2021, the Company has two stock-based compensation plans, which are described in Note 7 to the consolidated financial statements. The Company’s stock-based employee compensation plan that became effective December 1, 2011 was approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $85,000 and $224,000 for the three months ended February 28, 2021 and February 29, 2020, respectively, of stock-based 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. |
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 February 28, 2021 and November 30, 2020, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements February 28, at February 28, 2021 Using Description 2021 Level 1 Level 2 Level 3 Assets: Marketable Securities $ 85,900 $ 85,900 — — $ 85,900 $ 85,900 — — Liabilities: Contingent consideration $ 1,662,246 $ — — $ 1,662,246 Total $ 1,662,246 $ — — $ 1,662,246 Contingent Consideration: Beginning Balance as of November 30, 2020 $ 1,509,852 Additions – Cord:Use earnout — Fair value adjustment as of February 28, 2021 152,394 Ending balance as of February 28, 2021 $ 1,662,246 Fair Value at Fair Value Measurements November 30, at November 30, 2020 Using Description 2020 Level 1 Level 2 Level 3 Assets: Marketable securities $ 88,476 $ 88,476 — — $ 88,476 $ 88,476 — — Liabilities: Contingent consideration $ 1,509,852 $ — — $ 1,509,852 Total $ 1,509,852 $ — — $ 1,509,852 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 - Equity securities with readily determinable fair values are measured at fair value with the changes in fair value recognized through net income. There was approximately ($3,000) and $55,000 in unrealized holding (losses) gains recorded in other income and expense on the accompanying consolidated statements of income for the three months ended February 28, 2021 and February 29, 2020, respectively. 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 analysis includes estimated annual sales of 18 units declining 3% annually and utilizes a risk adjusted discount rate of 5.50%, which are unobservable inputs. 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. 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 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
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: February 28, 2021 November 30, 2020 Contract assets (sales commissions) $ 478,370 $ 466,141 Accounts receivables $ 5,638,992 $ 6,322,960 Short-term contract liabilities (deferred revenue) $ 8,880,930 $ 9,183,450 Long-term contract liabilities (deferred revenue) $ 27,950,810 $ 27,200,910 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 three months ended February 28, 2021 and February 29, 2020. The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2021: Balance at December 1, 2020 Additions Deductions Balance at February 28, 2021 Contract assets (sales commissions) $ 466,141 $ 18,262 $ (6,033 ) $ 478,370 Accounts receivables $ 6,322,960 $ 8,402,508 $ (9,086,476 ) $ 5,638,992 Contract liabilities (deferred revenue) $ 36,384,360 $ 3,711,251 $ (3,263,871 ) $ 36,831,740 |
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 February 28, 2021 and November 30, 2020, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements February 28, at February 28, 2021 Using Description 2021 Level 1 Level 2 Level 3 Assets: Marketable Securities $ 85,900 $ 85,900 — — $ 85,900 $ 85,900 — — Liabilities: Contingent consideration $ 1,662,246 $ — — $ 1,662,246 Total $ 1,662,246 $ — — $ 1,662,246 Contingent Consideration: Beginning Balance as of November 30, 2020 $ 1,509,852 Additions – Cord:Use earnout — Fair value adjustment as of February 28, 2021 152,394 Ending balance as of February 28, 2021 $ 1,662,246 Fair Value at Fair Value Measurements November 30, at November 30, 2020 Using Description 2020 Level 1 Level 2 Level 3 Assets: Marketable securities $ 88,476 $ 88,476 — — $ 88,476 $ 88,476 — — Liabilities: Contingent consideration $ 1,509,852 $ — — $ 1,509,852 Total $ 1,509,852 $ — — $ 1,509,852 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Revenue, Cost of Sales, Depreciation and Amortization, Operating Profit, Interest Expense, Income Tax Expense and Assets by Segment | The following table shows, by segment: net revenue, cost of sales, depreciation and amortization, operating profit, interest expense, and income tax expense for the three months ended February 28, 2021 and February 29, 2020: For the three months ended February 28, 2021 For the three months ended February 29, 2020 Net revenue Umbilical cord blood and cord tissue stem cell service $ 6,738,631 $ 7,406,288 PrepaCyte®-CB 38,000 60,407 Public cord blood banking 83,986 154,079 Total net revenue $ 6,860,617 $ 7,620,774 Cost of sales Umbilical cord blood and cord tissue stem cell service $ 1,640,015 $ 2,055,075 PrepaCyte®-CB 34,880 41,117 Public cord blood banking 337,302 406,952 Total cost of sales $ 2,012,197 $ 2,503,144 Depreciation and amortization Umbilical cord blood and cord tissue stem cell service $ 14,368 $ 37,327 PrepaCyte®-CB 6,895 6,894 Public cord blood banking — — Total depreciation and amortization $ 21,263 $ 44,221 Operating income Umbilical cord blood and cord tissue stem cell service $ 1,492,353 $ 1,489,548 PrepaCyte®-CB (3,777 ) 12,396 Public cord blood banking (253,315 ) (252,874 ) Total operating income $ 1,235,261 $ 1,249,070 Interest expense Umbilical cord blood and cord tissue stem cell service $ 280,219 $ 365,299 PrepaCyte®-CB — — Public cord blood banking — — Total interest expense $ 280,219 $ 365,299 The following table shows the assets by segment as of February 28, 2021 and November 30, 2020: As of February 28, 2021 As of November 30, 2020 Assets Umbilical cord blood and cord tissue stem cell service $ 93,405,068 $ 34,215,780 PrepaCyte®-CB 235,248 302,683 Public cord blood banking 11,624,145 11,681,631 Total assets $ 105,264,461 $ 46,200,094 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at February 28, 2021 and November 30, 2020 are as follows: February 28, 2021 November 30, 2020 Raw materials $ — $ — Work-in-process 238,616 273,430 Work-in-process – Public Bank — — Finished goods 33,067 63,327 Finished goods – Public Bank 11,578,525 11,629,307 Collection kits 38,934 33,006 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 11,881,424 $ 11,991,352 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows as of February 28, 2021 and November 30, 2020: Useful lives February 28, 2021 November 30, 2020 Patents and Domain Names 10-20 years $ 623,980 $ 234,570 Less: Accumulated amortization (50,055 ) (47,150 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (184,255 ) (178,443 ) Customer relationships-PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (7,322 ) (7,122 ) 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 (88,000 ) (80,000 ) Net Intangible Assets $ 1,554,081 $ 1,181,588 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable Obligation | As of February 28, 2021, and November 30, 2020, the note payable obligation was as follows: February 28, 2021 November 30, 2020 Note payable $ 4,233,433 $ 6,008,433 Unamortized debt issuance costs (47,537 ) (67,219 ) Net note payable $ 4,185,896 $ 5,941,214 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 1,085,896 2,841,214 Total $ 4,185,896 $ 5,941,214 |
Summary of Interest Expense on Note Payable | Interest expense on the note payable for the three months ended February 28, 2021 and February 29, 2020 was as follows: February 28, 2021 February 29, 2020 Interest expense on notes payable $ 40,538 $ 109,780 Debt issuance costs 19,682 24,481 Total interest expense $ 60,220 $ 134,261 |
Income per Common Share (Tables
Income per Common Share (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income per Common Share | The following table sets forth the calculation of basic and diluted earnings per share: For the three months ended February 28, 2021 For the three months ended February 29, 2020 Numerator: Net Income $ 693,590 $ 686,966 Denominator: Weighted-average shares outstanding-basic 7,570,913 7,541,113 Dilutive common shares issuable upon exercise of stock options 627,678 587,144 Weighted-average shares-diluted 8,198,591 8,128,257 Earnings (Loss) per share: Basic $ 0.09 $ 0.09 Diluted $ 0.08 $ 0.08 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) - Service-Based Vesting Condition Options [Member] | 3 Months Ended |
Feb. 28, 2021 | |
Fair Value of Options Granted | Variables used to determine the fair value of the options granted for the three months ended February 29, 2020 are as follows: Three months ended February 29, 2020 Weighted average values: Expected dividends 0% Expected volatility 64.25% Risk free interest rate 1.90% Expected life 9.0 years |
Stock Option Activity | Stock option activity for the three months ended February 28, 2021, was as follows: Weighted Weighted Average Average Remaining Aggregate Options Exercise Price Contractual Life (Years) Intrinsic Value Outstanding at November 30, 2020 1,174,943 $ 3.72 3.42 $ 4,502,324 Granted — — — Exercised (25,300 ) 7.57 — Expired/forfeited — — — Outstanding at February 28, 2021 1,149,643 $ 3.64 3.08 $ 7,315,667 Exercisable at February 28, 2021 1,079,983 $ 3.36 2.78 $ 7,167,172 |
Significant Option Groups Exercisable Option and its Price and Contractual Life | Significant option groups exercisable at February 28, 2021 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Prices Outstanding Contractual Life (Years) Exercise Price Outstanding Exercise Price $1.01 to $2.00 422,500 .85 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 .86 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 4.99 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 5.35 $ 6.52 3,388 $ 6.51 $7.01 to $8.00 266,581 7.06 $ 7.64 203,666 $ 7.61 $9.01 to $10.00 7,000 6.45 $ 9.10 700 $ 9.10 1,149,643 3.08 $ 3.64 1,079,983 $ 3.36 |
Summary of Non-Vested Options | A summary of the status of the Company’s non-vested options as of February 28, 2021, and changes during the three months ended February 28, 2021, is presented below: Weighted Average Grant-Date Options Fair Value Non-vested at November 30, 2020 93,380 $ 4.65 Granted — — Vested (23,720 ) 4.99 Forfeited — — Non-vested at February 28, 2021 69,660 $ 4.53 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
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 February 28, 2021 and November 30, 2020: February 28, 2021 November 30, 2020 Assets Operating lease right-of-use asset $ 1,012,539 $ 299,089 Liabilities Current portion of operating lease liabilities $ 239,330 $ 275,570 Operating lease long term liabilities 774,438 23,632 Total lease liability $ 1,013,768 $ 299,202 |
Summary of Maturity of the Company's Lease Liabilities | The maturity of the Company’s lease liabilities at February 28, 2021 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2021 (remaining 9 months) $ 214,567 2022 294,336 2023 295,086 2024 295,086 2025 24,590 Less: Imputed interest (109,897 ) Present value of lease liabilities $ 1,013,768 |
Summary of Remaining Lease Term and Discount Rates | The remaining lease term and discount rates are as follows: February 28, 2021 Lease Term and Discount Rate Remaining lease term (years) Operating lease 3.8 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: Three Months Ended Three Months Ended February 28, 2021 February 29, 2020 Operating cash outflows from operating leases $ 71,566 $ 66,300 |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) | Jun. 11, 2018 | Jun. 01, 2017USD ($) | Feb. 01, 2012USD ($) | Dec. 31, 2005USD ($) | Feb. 28, 2021USD ($)SegmentUnit | Nov. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Feb. 23, 2021 |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||
Number of reportable segments | Segment | 3 | |||||||
Deferred revenue | $ 36,831,740 | |||||||
Warranty payment | $ 100,000 | $ 75,000 | $ 50,000 | |||||
Commission paid | 13,507 | $ 11,535 | ||||||
Additional capitalized contract acquisition costs, net of amortization expense | 18,262 | 23,320 | ||||||
Impairment of contract assets | 0 | 0 | ||||||
Impairment of public inventory | $ 1,284,238 | |||||||
Uncertain tax provisions | 0 | |||||||
Provisions for interest or penalties related to uncertain tax positions | 0 | 0 | ||||||
Impairment on long lived assets | 0 | 0 | ||||||
Stock-based option compensation expense | 85,000 | 224,000 | ||||||
Unrealized holding (losses) gains, marketable securities | $ (3,000) | $ 55,000 | ||||||
Number of units anticipated to be sold each year | Unit | 18 | |||||||
Percentage of decline in annual sales | 3.00% | |||||||
Payment warranty | $ 50,000 | |||||||
Increased payment warranty | $ 100,000 | $ 75,000 | ||||||
Discount Rate [Member] | ||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||
Contingent consideration measurement input | 5.50 | |||||||
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 | |||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 1, 2019 | |||||||
Change In Accounting Principle Accounting Standards Update Transition Option Elected [Extensible List] | us-gaap:AccountingStandardsUpdate201602RetrospectiveMember | |||||||
Cord:Use [Member] | ||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||
Acquisition date | Jun. 11, 2018 | |||||||
Duke University [Member] | ||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||
Contracted storage amortization period | 15 years | |||||||
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] | ||||||||
Agreement expiration date | Jan. 31, 2025 | |||||||
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 | |||||||
Option Two [Member] | ||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | ||||||||
Contracted storage amortization period | 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. |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Significant Accounting Policies - Additional Information 1 (Detail) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-03-01 | Feb. 28, 2021USD ($) |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |
Deferred revenue current | $ 8,880,930 |
Deferred revenue recognition period | 12 months |
Description of Business, Basi_6
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Assets and Liabilities From Contracts With Customers (Detail) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Accounting Policies [Abstract] | ||
Contract assets (sales commissions) | $ 478,370 | $ 466,141 |
Accounts receivables | 5,638,992 | 6,322,960 |
Short-term contract liabilities (deferred revenue) | 8,880,930 | 9,183,450 |
Long-term contract liabilities (deferred revenue) | $ 27,950,810 | $ 27,200,910 |
Description of Business, Basi_7
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Change in Assets and Liabilities From Contracts With Customers (Detail) | 3 Months Ended |
Feb. 28, 2021USD ($) | |
Accounting Policies [Abstract] | |
Contract assets (sales commissions), Beginning balance | $ 466,141 |
Contract assets (sales commissions), Additions | 18,262 |
Contract assets (sales commissions), Deductions | (6,033) |
Contract assets (sales commissions), Ending balance | 478,370 |
Account receivables, Beginning balance | 6,322,960 |
Account receivables, Additions | 8,402,508 |
Account receivables, Deductions | (9,086,476) |
Account receivables , Ending balance | 5,638,992 |
Contract liabilities (deferred revenue), Beginning balance | 36,384,360 |
Contract liabilities (deferred revenue), Additions | 3,711,251 |
Contract liabilities (deferred revenue), Deductions | (3,263,871) |
Contract liabilities (deferred revenue), Ending balance | $ 36,831,740 |
Description of Business, Basi_8
Description of Business, Basis of Presentation and Significant Accounting Policies - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Nov. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 85,900 | $ 88,476 |
Contingent consideration | 1,662,246 | 1,509,852 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 85,900 | 88,476 |
Total | 85,900 | 88,476 |
Contingent consideration | 1,662,246 | 1,509,852 |
Total | 1,662,246 | 1,509,852 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 85,900 | 88,476 |
Total | 85,900 | 88,476 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,662,246 | 1,509,852 |
Total | 1,662,246 | $ 1,509,852 |
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, 2020 | 1,509,852 | |
Additions – Cord:Use earnout | 0 | |
Fair value adjustment as of February 28, 2021 | 152,394 | |
Ending balance as of February 28, 2021 | $ 1,662,246 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Feb. 28, 2021Segment | |
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, Income Tax Expense and Assets by Segment (Detail) - USD ($) | 3 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 6,860,617 | $ 7,620,774 | |
Cost of sales | 2,012,197 | 2,503,144 | |
Depreciation and amortization | 21,263 | 44,221 | |
Total operating income | 1,235,261 | 1,249,070 | |
Total interest expense | 280,219 | 365,299 | |
Total assets | 105,264,461 | $ 46,200,094 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 21,263 | 44,221 | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6,738,631 | 7,406,288 | |
Cost of sales | 1,640,015 | 2,055,075 | |
Total operating income | 1,492,353 | 1,489,548 | |
Total interest expense | 280,219 | 365,299 | |
Total assets | 93,405,068 | 34,215,780 | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 14,368 | 37,327 | |
PrepaCyte CB [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 38,000 | 60,407 | |
Cost of sales | 34,880 | 41,117 | |
Total operating income | (3,777) | 12,396 | |
Total assets | 235,248 | 302,683 | |
PrepaCyte CB [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 6,895 | 6,894 | |
Public Cord Blood Banking [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 83,986 | 154,079 | |
Cost of sales | 337,302 | 406,952 | |
Total operating income | (253,315) | $ (252,874) | |
Total assets | $ 11,624,145 | $ 11,681,631 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) | 3 Months Ended |
Nov. 30, 2020USD ($) | |
Inventory Disclosure [Abstract] | |
Other asset impairment charge | $ 1,284,238 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Inventory [Line Items] | ||
Collection kits | $ 38,934 | $ 33,006 |
Inventory reserve | (7,718) | (7,718) |
Total inventory | 11,881,424 | 11,991,352 |
All Other [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 238,616 | 273,430 |
Finished goods | 33,067 | 63,327 |
Public Banking [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 11,578,525 | $ 11,629,307 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Nov. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Net Intangible Assets | $ 1,554,081 | $ 1,181,588 |
Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 623,980 | 234,570 |
Less: Accumulated amortization | $ (50,055) | (47,150) |
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 | $ (184,255) | (178,443) |
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 | $ (7,322) | (7,122) |
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 | $ (88,000) | $ (80,000) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 17,000 | $ 17,000 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | Jun. 11, 2018 | May 20, 2016 | Feb. 28, 2021 | Feb. 29, 2020 | Jun. 30, 2020 | Aug. 26, 2016 | Jul. 01, 2016 |
Debt Instrument [Line Items] | |||||||
Line of credit facility, amount advanced | $ 350,000 | ||||||
Interest expense | $ 280,219 | $ 365,299 | |||||
Debt issuance costs | 548,085 | ||||||
Amortization of debt issuance costs | 19,682 | 24,481 | |||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 40,538 | $ 109,780 | |||||
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. 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 3.35% per annum plus LIBOR, payable monthly with a maturity date of July 2021 extended to June 2023 with Second Amendment. | ||||||
Line of credit facility, frequency of payment | monthly | ||||||
Line of credit facility, interest rate description | 3.35% per annum | ||||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Promissory Notes | 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 | 3.35% | ||||||
Line of credit facility, expiration date | Jun. 30, 2023 | 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 ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Debt Disclosure [Abstract] | ||
Note payable | $ 4,233,433 | $ 6,008,433 |
Unamortized debt issuance costs | (47,537) | (67,219) |
Net note payable | 4,185,896 | 5,941,214 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Long-term note payable, net of debt issuance costs | $ 1,085,896 | $ 2,841,214 |
Note Payable - Summary of Inter
Note Payable - Summary of Interest Expense on Note Payable (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Interest Expense Debt [Abstract] | ||
Interest expense on notes payable | $ 40,538 | $ 109,780 |
Debt issuance costs | 19,682 | 24,481 |
Total interest expense | $ 60,220 | $ 134,261 |
Income per Common Share - Calcu
Income per Common Share - Calculation of Basic and Diluted Net Income per Common Share (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Numerator: | ||
Net Income | $ 693,590 | $ 686,966 |
Denominator: | ||
Weighted-average shares outstanding-basic | 7,570,913 | 7,541,113 |
Dilutive common shares issuable upon exercise of stock options | 627,678 | 587,144 |
Weighted-average shares-diluted | 8,198,591 | 8,128,257 |
Earnings (Loss) per share: | ||
Basic | $ 0.09 | $ 0.09 |
Diluted | $ 0.08 | $ 0.08 |
Income per Common Share - Addit
Income per Common Share - Additional Information (Detail) - shares | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Employee Stock Incentive Plan [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Number of outstanding options excluded from computation of diluted earnings per share | 39,000 | 232,737 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 27, 2020 | Aug. 30, 2019 | Dec. 20, 2019 | May 31, 2012 | Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Dec. 01, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
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. | |||||||||
Shares granted during period | 0 | 0 | ||||||||
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 | $ 73,000 | |||||||||
Share based compensation options fair value | 40,000 | |||||||||
David Portnoy [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 23,636 | |||||||||
Mark Portnoy [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 20,000 | |||||||||
Oleg Mikulinksy [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 8,000 | |||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 2,000 | |||||||||
Stock Option [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of share issued to option holder | 25,300 | 20,000 | ||||||||
Options exercised | $ 191,622 | $ 41,000 | ||||||||
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 | $ 269,000 | |||||||||
Service-Based Vesting Condition Options [Member] | Stock Option [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 0 | 44,969 | ||||||||
Weighted-average period | 2 years 1 month 28 days | |||||||||
Total fair value of shares vested | $ 118,000 | |||||||||
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 vested 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 | |||||||||
Share based compensation options fair value | 0 | $ 86,000 | ||||||||
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 | |||||||||
Performance and Market-Based Vesting Condition Options [Member] | Non Qualified Stock Options [Member] | David Portnoy [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares granted during period | 26,243 | |||||||||
Performance and Market-Based Vesting Condition Options [Member] | Non Qualified Stock Options [Member] | Mark Portnoy [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares granted during period | 22,222 | |||||||||
Market Based Vesting Condition Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | 0 | |||||||||
Market Based Vesting Condition Options | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 1,333 | 4,444 | ||||||||
Market Based Vesting Condition Options | Selling, General and Administrative Expenses [Member] | Share-based Payment Arrangement, Tranche Two | September 4, 2019 Granted Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | 200 | 7,600 | ||||||||
Market Based Vesting Condition Options | Selling, General and Administrative Expenses [Member] | Share-based Payment Arrangement, Tranche Two | February 27, 2020 Granted Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | $ 1,000 | $ 2,000 | ||||||||
Market Based Vesting Condition Options | Stock Option [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 0 | 0 | ||||||||
2006 Plan [Member] | Employee Stock Incentive Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,000,000 | |||||||||
Option issued | 305,000 | 305,000 | ||||||||
Shares issued under stock incentive plan | 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 | |||||||||
2012 Plan [Member] | Service Based Stock Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Granted, Shares | 843,143 | 868,443 | ||||||||
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] | 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 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Options Granted (Detail) - Service-Based Vesting Condition Options [Member] | 3 Months Ended |
Feb. 29, 2020 | |
Weighted average values: | |
Expected dividends | 0.00% |
Expected volatility | 64.25% |
Risk free interest rate | 1.90% |
Expected life | 9 years |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) - Service-Based Vesting Condition Options [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Nov. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding at November 30, 2020 | 1,174,943 | |
Exercised | (25,300) | |
Outstanding at February 28, 2021 | 1,149,643 | 1,174,943 |
Exercisable at February 28, 2021 | 1,079,983 | |
Outstanding at November 30, 2020, Weighted Average Exercise Price | $ 3.72 | |
Exercised, Weighted Average Exercise Price | 7.57 | |
Outstanding at February 28, 2021, Weighted Average Exercise Price | 3.64 | $ 3.72 |
Exercisable at February 28, 2021, Weighted Average Exercise Price | $ 3.36 | |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 29 days | 3 years 5 months 1 day |
Exercisable at February 28, 2021, Weighted Average Remaining Contractual Term (Years) | 2 years 9 months 10 days | |
Outstanding at November 30, 2020, Aggregate Intrinsic Value | $ 4,502,324 | |
Outstanding at February 28, 2021, Aggregate Intrinsic Value | 7,315,667 | $ 4,502,324 |
Exercisable at February 28, 2021, Aggregate Intrinsic Value | $ 7,167,172 |
Stockholders' Equity - Signific
Stockholders' Equity - Significant Option Groups Outstanding and Exercisable Option and its Price and Contractual Life (Detail) | 3 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, Outstanding | shares | 1,149,643 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 29 days |
Outstanding, Weighted Average Exercise Price | $ 3.64 |
Exercisable, Outstanding | shares | 1,079,983 |
Exercisable, Weighted Average Exercise Price | $ 3.36 |
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) | 10 months 6 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) | 10 months 9 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) | 4 years 11 months 26 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 4 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 6.52 |
Exercisable, Outstanding | shares | 3,388 |
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 | 266,581 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 21 days |
Outstanding, Weighted Average Exercise Price | $ 7.64 |
Exercisable, Outstanding | shares | 203,666 |
Exercisable, Weighted Average Exercise Price | $ 7.61 |
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 5 months 12 days |
Outstanding, Weighted Average Exercise Price | $ 9.10 |
Exercisable, Outstanding | shares | 700 |
Exercisable, Weighted Average Exercise Price | $ 9.10 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Non-Vested Options (Detail) | 3 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Non-vested at November 30, 2020, Shares | shares | 93,380 |
Vested, Shares | shares | (23,720) |
Non-vested at February 28, 2021, Shares | shares | 69,660 |
Non-vested at November 30, 2020, Weighted Average Grant-Date Fair Value | $ / shares | $ 4.65 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 4.99 |
Non-vested at February 28, 2021, Weighted Average Grant-Date Fair Value | $ / shares | $ 4.53 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | |
License Agreements [Line Items] | |||
Revenue | $ 6,860,617 | $ 7,620,774 | |
License Fee [Member] | |||
License Agreements [Line Items] | |||
Revenue | 0 | 0 | |
Processing and Storage Royalties [Member] | |||
License Agreements [Line Items] | |||
Revenue | 0 | $ 0 | |
LifeCell License and Agreement [Member] | |||
License Agreements [Line Items] | |||
Royalties receivables, due | 10,000,000 | ||
Royalty income since inception of license and royalty agreement | 10,000,000 | ||
Royalty collected since inception of license and royalty agreement | 9,200,000 | ||
LifeCell License and Agreement [Member] | Accounts Receivables [Member] | |||
License Agreements [Line Items] | |||
Royalties receivable | 800,000 | ||
LifeCell License and Agreement [Member] | Maximum [Member] | |||
License Agreements [Line Items] | |||
Royalties receivable annually | 1,000,000 | ||
Royalties receivable | $ 10,000,000 | $ 10,000,000 |
Share Repurchase Plan - Additio
Share Repurchase Plan - Additional Information (Detail) - $ / shares | 3 Months Ended | 111 Months Ended | ||||||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2021 | 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 | |||||
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 | $ 3.37 | |||||||
Number of shares repurchased | 0 | 0 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Jan. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | |
Leases [Abstract] | |||
Operating lease, existence of option to extend [true false] | true | ||
Operating lease, option to extend | In January 2021, the Company exercised its right to extend a lease for 36 months | ||
Operating lease extended term of contract | 36 months | ||
Operating lease right-of-use asset | $ 780,070 | $ 1,012,539 | $ 299,089 |
operating lease liabilities | $ 780,070 | $ 1,013,768 | $ 299,202 |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities (Detail) - USD ($) | Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 |
ASSETS | |||
Operating lease right-of-use asset | $ 1,012,539 | $ 780,070 | $ 299,089 |
Liabilities | |||
Current portion of operating lease liability | 239,330 | 275,570 | |
Operating lease long-term liability | 774,438 | 23,632 | |
Total lease liability | $ 1,013,768 | $ 780,070 | $ 299,202 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of the Company's Lease Liabilities (Detail) - USD ($) | Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 |
Lessee Operating Lease Liability Maturity [Abstract] | |||
2021 (remaining 9 months) | $ 214,567 | ||
2022 | 294,336 | ||
2023 | 295,086 | ||
2024 | 295,086 | ||
2025 | 24,590 | ||
Less: Imputed interest | (109,897) | ||
Total lease liability | $ 1,013,768 | $ 780,070 | $ 299,202 |
Leases - Summary of Remaining L
Leases - Summary of Remaining Lease Term and Discount Rates (Detail) | Feb. 28, 2021 |
Disclosure Of Remaining Lease Term And Discount Rates [Abstract] | |
Operating lease, Remaining lease term (years) | 3 years 9 months 18 days |
Operating lease, Discount rate (percentage) | 5.30% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Disclosure Of Supplemental Cash Flow Information Related To Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 71,566 | $ 66,300 |
Patent Option and Technology _2
Patent Option and Technology License Agreement - Additional Information (Detail) - USD ($) | Feb. 23, 2021 | Dec. 01, 2020 | Jun. 30, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Mar. 08, 2021 |
Patent Option Agreement [Line Items] | ||||||
Long-term line of credit | $ 350,000 | |||||
Line of credit facility | $ 150,000 | $ 150,000 | ||||
Revenue | $ 6,860,617 | $ 7,620,774 | ||||
Duke University [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
License fee payable | $ 12,000,000 | |||||
Milestone payments first phase III clinical trial | $ 2,000,000 | |||||
Capitalized costs to obtain agreement | 58,073,486 | |||||
Present value of license fee | 12,000,000 | |||||
Number of common stock value transferred | $ 3,585,170 | |||||
Capitalized costs amortization period | 15 years | |||||
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% | |||||
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% | |||||
Duke University [Member] | Subsequent Event [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
License fee transferred | $ 4,889,410 | |||||
Duke University [Member] | Minimum [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
Royalties Percentage Portion of Net Sales | 7.00% | |||||
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 | |||||
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 | |||||
Duke University [Member] | Maximum [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
Royalties Percentage Portion of Net Sales | 12.50% | |||||
Duke University [Member] | Within Fourteen (14) days of February 23, 2021 | ||||||
Patent Option Agreement [Line Items] | ||||||
License fee payable | $ 5,000,000 | |||||
Duke University [Member] | First Anniversary [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
License fee payable | 5,000,000 | |||||
Duke University [Member] | Second Anniversary [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 | |||||
Duke University [Member] | Licensed Product and Licensed Process [Member] | ||||||
Patent Option Agreement [Line Items] | ||||||
Royalties Term | 15 years | |||||
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 | |||||
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 |