Cover Page
Cover Page - shares | 6 Months Ended | |
May 31, 2022 | Jul. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
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 | 001-40767 | |
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, $0.01 par value | |
Entity Common Stock, Shares Outstanding | 8,388,290 | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,804,452 | $ 8,263,088 |
Marketable securities | 63,125 | 75,412 |
Accounts receivable (net of allowance for doubtful accounts of $3,233,575 and $3,078,439, respectively) | 5,150,154 | 5,253,173 |
Prepaid expenses | 569,630 | 558,413 |
Inventory, current portion | 873,157 | 921,213 |
Other current assets | 844,774 | 711,208 |
Total current assets | 10,305,292 | 15,782,507 |
Property and Equipment-net | 4,027,969 | 3,230,204 |
Other Assets | ||
Duke license agreement | 14,171,415 | 14,651,802 |
Intangible assets, net | 1,511,502 | 1,559,693 |
Inventory, net of current portion | 9,552,616 | 9,695,363 |
Goodwill | 1,941,411 | 1,941,411 |
Deferred tax assets | 12,010,133 | 12,010,133 |
Operating lease right-of-use asset | 762,617 | 916,493 |
Deposits and other assets, net | 803,991 | 566,470 |
Total other assets | 41,061,685 | 41,649,365 |
Total assets | 55,394,946 | 60,662,076 |
Current Liabilities | ||
Accounts payable | 1,722,552 | 1,489,774 |
Accrued expenses | 2,074,987 | 3,057,386 |
Note payable | 357,842 | 1,898,065 |
Current portion of operating lease liability | 315,042 | 312,067 |
Current portion of Duke license agreement liability | 1,949,539 | 4,957,591 |
Deferred revenue | 9,291,530 | 9,358,696 |
Total current liabilities | 15,711,492 | 21,073,579 |
Other Liabilities | ||
Deferred revenue, net of current portion | 33,372,659 | 31,274,214 |
Contingent consideration | 574,833 | 727,371 |
Operating lease long-term liability | 453,979 | 610,989 |
Long-term liability - revenue sharing agreements | 875,000 | 875,000 |
Total other liabilities | 35,276,471 | 35,404,183 |
Total liabilities | 50,987,963 | 56,477,762 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Common stock ($.01 par value, 20,000,000 authorized; 14,675,772 issued and 8,399,490 outstanding as of May 31, 2022 and 14,665,772 issued and 8,551,816 outstanding as of November 30, 2021) | 146,758 | 146,658 |
Additional paid-in capital | 41,767,841 | 41,586,583 |
Treasury stock, at cost | (22,238,189) | (20,812,734) |
Accumulated deficit | (15,269,427) | (16,736,193) |
Total stockholders' equity | 4,406,983 | 4,184,314 |
Total liabilities and stockholders' equity | 55,394,946 | 60,662,076 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Tianhe Stem Cell Biotechnologies Inc [Member] | ||
Other Assets | ||
Investment | $ 308,000 | 308,000 |
Duke University [Member] | ||
Other Liabilities | ||
Duke license agreement liability | $ 1,916,609 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 3,233,575 | $ 3,078,439 |
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 | 14,675,772 | 14,665,772 |
Common stock, shares outstanding | 8,399,490 | 8,551,816 |
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 | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Revenue | $ 7,633,217 | $ 7,205,195 | $ 14,891,748 | $ 14,065,812 |
Costs and Expenses: | ||||
Cost of sales | 2,201,540 | 2,222,671 | 4,304,742 | 4,234,868 |
Selling, general and administrative expenses | 3,912,586 | 3,148,396 | 7,288,540 | 6,581,708 |
Change in fair value of contingent consideration | 36,105 | (431,599) | (152,538) | (279,205) |
Research, development and related engineering | 80,896 | 3,237 | 228,116 | 9,427 |
Depreciation and amortization | 279,926 | 267,422 | 558,092 | 288,685 |
Total costs and expenses | 6,438,843 | 5,210,127 | 12,226,952 | 10,835,483 |
Operating Income | 1,194,374 | 1,995,068 | 2,664,796 | 3,230,329 |
Other Expense: | ||||
Losses on marketable securities | (18,188) | (12,512) | (26,830) | (15,088) |
Other income | 118 | 25 | 127 | 50 |
Interest expense | (276,524) | (341,390) | (582,619) | (621,609) |
Total other expense | (294,594) | (353,877) | (609,322) | (636,647) |
Income before income tax expense | 899,780 | 1,641,191 | 2,055,474 | 2,593,682 |
Income tax expense | (265,061) | (470,562) | (588,708) | (729,463) |
Net Income | $ 634,719 | $ 1,170,629 | $ 1,466,766 | $ 1,864,219 |
Net income per common share - basic | $ 0.08 | $ 0.15 | $ 0.17 | $ 0.24 |
Weighted average common shares outstanding - basic | 8,437,544 | 7,950,791 | 8,479,071 | 7,760,214 |
Net income per common share - diluted | $ 0.07 | $ 0.14 | $ 0.17 | $ 0.23 |
Weighted average common shares outstanding - diluted | 8,553,085 | 8,273,767 | 8,643,106 | 8,060,506 |
Processing and Storage Fees [Member] | ||||
Revenue | $ 7,480,082 | $ 7,158,886 | $ 14,637,568 | $ 13,897,517 |
Public Banking [Member] | ||||
Revenue | 116,735 | 46,309 | 199,580 | 130,295 |
Product [Member] | ||||
Revenue | $ 36,400 | $ 0 | $ 54,600 | $ 38,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,466,766 | $ 1,864,219 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 760,759 | 391,218 |
Change in fair value of contingent consideration | (152,538) | (279,205) |
Losses on marketable securities | 26,830 | 15,088 |
Compensatory element of stock options | 149,358 | 152,572 |
Provision for doubtful accounts | 399,953 | 105,279 |
Amortization of debt issuance costs | 9,777 | 35,072 |
Amortization of operating lease right-of-use asset | 153,876 | 136,116 |
Changes in assets and liabilities: | ||
Accounts receivable | (296,934) | 1,002,125 |
Prepaid expenses | (11,217) | 261,691 |
Inventory | 190,803 | 108,414 |
Other current assets | (133,566) | (61,299) |
Deposits and other assets, net | (237,521) | (113,564) |
Accounts payable | 232,778 | 278,800 |
Accrued expenses | (982,399) | (1,407,076) |
Operating lease liability | (154,035) | (133,259) |
Deferred revenue | 2,031,279 | 1,842,959 |
Net cash provided by operating activities | 3,453,969 | 4,199,150 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (954,607) | (22,272) |
Payment of Duke license agreement | (5,000,000) | (5,106,224) |
Purchases of marketable securities | (1,142,212) | 0 |
Sale of Marketable Securities | 1,127,669 | 0 |
Net cash used in investing activities | (5,969,150) | (5,128,496) |
Cash flows from financing activities: | ||
Treasury stock purchases | (1,425,455) | 0 |
Repayments of note payable | (1,550,000) | (2,550,000) |
Proceeds from the exercise of stock options | 32,000 | 1,066,290 |
Net cash used in financing activities | (2,943,455) | (1,483,710) |
Decrease in cash and cash equivalents | (5,458,636) | (2,413,056) |
Cash and cash equivalents - beginning of period | 8,263,088 | 10,361,125 |
Cash and cash equivalents - end of period | 2,804,452 | 7,948,069 |
Supplemental non cash operating activities | ||
Lease Liability Arising from Right-of-Use Asset | 904,691 | |
Patent Option Agreement Credit to Purchase of Patents and Licenses | 500,000 | |
Liabilities Incurred for the Purchase of Patents and Licenses | 11,258,083 | |
Supplemental financing activities: | ||
Stock issued for the purchase of patents and licenses | 0 | 3,585,172 |
Supplemental cash flow information | ||
Interest | 483,641 | 516,000 |
Income Taxes | $ 756,133 | $ 1,901,025 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
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 | ||||
Exercise of stock options | 4,651,462 | $ 8,994 | 4,642,468 | ||
Exercise of stock options, shares | 899,402 | ||||
Compensatory element of stock options | 152,572 | 152,572 | |||
Net income | 1,864,219 | 1,864,219 | |||
Ending balance at May. 31, 2021 | 4,003,118 | $ 145,330 | 41,376,640 | (20,563,357) | (16,955,495) |
Ending balance, shares at May. 31, 2021 | 14,533,040 | ||||
Beginning balance at Feb. 28, 2021 | (1,695,105) | $ 136,589 | 36,857,787 | (20,563,357) | (18,126,124) |
Beginning balance, shares at Feb. 28, 2021 | 13,658,938 | ||||
Exercise of stock options | 4,459,840 | $ 8,741 | 4,451,099 | ||
Exercise of stock options, shares | 874,102 | ||||
Compensatory element of stock options | 67,754 | 67,754 | |||
Net income | 1,170,629 | 1,170,629 | |||
Ending balance at May. 31, 2021 | 4,003,118 | $ 145,330 | 41,376,640 | (20,563,357) | (16,955,495) |
Ending balance, shares at May. 31, 2021 | 14,533,040 | ||||
Beginning balance at Nov. 30, 2021 | 4,184,314 | $ 146,658 | 41,586,583 | (20,812,734) | (16,736,193) |
Beginning balance, shares at Nov. 30, 2021 | 14,665,772 | ||||
Exercise of stock options | 32,000 | $ 100 | 31,900 | ||
Exercise of stock options, shares | 10,000 | ||||
Compensatory element of stock options | 149,358 | 149,358 | |||
Treasury stock | (1,425,455) | (1,425,455) | |||
Net income | 1,466,766 | 1,466,766 | |||
Ending balance at May. 31, 2022 | 4,406,983 | $ 146,758 | 41,767,841 | (22,238,189) | (15,269,427) |
Ending balance, shares at May. 31, 2022 | 14,675,772 | ||||
Beginning balance at Feb. 28, 2022 | 4,251,277 | $ 146,758 | 41,650,379 | (21,641,714) | (15,904,146) |
Beginning balance, shares at Feb. 28, 2022 | 14,675,772 | ||||
Compensatory element of stock options | 117,462 | 117,462 | |||
Treasury stock | (596,475) | (596,475) | |||
Net income | 634,719 | 634,719 | |||
Ending balance at May. 31, 2022 | $ 4,406,983 | $ 146,758 | $ 41,767,841 | $ (22,238,189) | $ (15,269,427) |
Ending balance, shares at May. 31, 2022 | 14,675,772 |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
May 31, 2022 | |
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: (1) cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use (2) the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells and (3) cryogenic storage of umbilical cord blood stem cells for public use. Revenues for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue for the cryogenic storage of umbilical cord blood stem cells for public use, stored at Duke University (see below), is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. The unaudited consolidated financial statements including the Consolidated Balance Sheets as of May 31, 2022 and November 30, 2021, the related Consolidated Statements of Income for the three and six months ended May 31, 2022 and 2021, Cash Flows for the three and six months ended May 31, 2022 and 2021 and Stockholders’ Equity for the three and six months ended May 31, 2022 and 2021 have been prepared by Cryo-Cell International, Inc. 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, 2021 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 May 31, 2022 are not necessarily indicative of the results expected for any interim period in the future or the entire year ending November 30, 2022. 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 Fees 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 at the point in time of the successful completion of processing and recognizes storage fees over time, which is 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 life-time . 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. 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 component 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 storage fee is billed at the beginning of the storage period (prepaid plans). The Company also offers payment plans (including a stated service fee) for customers to pay over time for a period of one to twenty-four plus months. The one-time plan includes the collection kit, processing and testing, return medical courier service and twenty-one years of pre-paid storage fees. The life-time plan includes the collection kit, processing and testing, return medical courier service and pre-paid storage fees for the life of the customer. The Company concluded that a significant financing component is not present within either the prepaid or overtime payment plans. The Company has determined that the twenty-one year and life-time prepayment options do not include a significant financing component as the payment terms were structured primarily for reasons other than the provision of financing and to maximize profitability. 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 May 31, 2022 , the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $ 42,664,189 , which will be recognized ratably on a straight-line basis over the contractual period of which $ 9,291,530 , 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 and six months ended May 31, 2022 , the Company recorded $ 12,169 and $ 27,321 , respectively, in commission payments to customers under the RAF program as a reduction to revenue. During the three and six months ended May 31, 2021 , the Company recorded $ 8,198 and $ 21,705 , respectively, in commission payments to customers under the RAF program as a reduction to revenue. For the three and six months ended May 31, 2022 the Company capitalized additional contract acquisition costs of $ 27,170 and $ 51,759 , respectively, net of amortization. For the three and six months ended May 31, 2021 , the Company capitalized additional contract acquisition costs of $ 27,672 and $ 45,934 , 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: May 31, 2022 November 30, 2021 Contract assets (sales commissions) $ 573,043 $ 535,522 Accounts receivables $ 5,150,154 $ 5,253,173 Short-term contract liabilities (deferred revenue) $ 9,291,530 $ 9,358,696 Long-term contract liabilities (deferred revenue) $ 33,372,659 $ 31,274,214 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 no t have asset impairment charges related to contract assets in the three and six months ended May 31, 2022. The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2022: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 535,522 $ 51,759 $ ( 14,238 ) $ 573,043 Accounts receivables $ 5,253,173 $ 18,402,414 $ ( 18,505,433 ) $ 5,150,154 Contract liabilities (deferred revenue) $ 40,632,910 $ 11,840,456 $ ( 9,809,177 ) $ 42,664,189 The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2021: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 466,141 $ 45,934 $ ( 12,447 ) $ 499,628 Accounts receivables $ 6,322,960 $ 18,178,409 $ ( 19,285,813 ) $ 5,215,556 Contract liabilities (deferred revenue) $ 36,384,360 $ 8,430,850 $ ( 6,587,891 ) $ 38,227,319 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”), including without limitation Cord:Use’s cord blood operations and its inventory of public cord blood units existing as of the closing date (the “Public Cord Blood Inventory”) . As part of the Cord:Use Purchase Agreement, the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of May 31, 2022 , 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 $ 1,164,499 was recognized during the fourth quarter of fiscal 2021 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 can no t 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 six months ended May 31, 2022 and 2021 , 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 no t note any impairment for the three and six months ended May 31, 2022 and 2021 . 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 The Company recognizes leases in accordance with ASU 2016-02, Leases (Topic 842). 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 May 31, 2022, the Company has three stock-based compensation plans, which are described in Note 7 to the unaudited consolidated financial statements: the 2006 Plan, 2012 Plan and the 2022 Plan. The 2006 and 2012 Plan will remain in effect as long as any awards under it are outstanding; however, no further awards may be granted under either plan. The 2022 Plan is subject to stockholder approval, which vote is expected to occur at the Company’s 2022 Annual Meeting. The Company recognized approximately $ 149,000 and $ 153,000 for the six months ended May 31, 2022 and 2021 respectively, of stock compensation expense. The Company recognized approximately $ 117,000 and $ 68,000 for the three months ended May 31, 2022 and 2021, respectively, of stock option 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 |
Inventory
Inventory | 6 Months Ended |
May 31, 2022 | |
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 Public Cord Blood 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 $ 1,164,499 was recognized during the fourth quarter of fiscal 2021 to reduce inventory from cost to net realizable value. The components of inventory at May 31, 2022 and November 30, 2021 are as follows: As of As of Raw materials $ — $ — Work-in-process 332,589 357,686 Work-in-process – Public Bank — — Finished goods 19,296 29,821 Finished goods – Public Bank 10,052,168 10,193,789 Collection kits 29,438 42,998 Inventory reserve ( 7,718 ) ( 7,718 ) Total inventory $ 10,425,773 $ 10,616,576 |
Intangible Assets
Intangible Assets | 6 Months Ended |
May 31, 2022 | |
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 May 31, 2022 and November 30, 2021: Useful lives May 31, 2022 November 30, 2021 Patents 10 - 20 years $ 697,744 $ 697,744 Less: Accumulated amortization ( 100,228 ) ( 80,159 ) License agreement 10 years 474,000 474,000 Less: Intangible asset impairment ( 185,000 ) ( 185,000 ) Less: Accumulated amortization ( 213,433 ) ( 201,709 ) Customer relationships – PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment ( 26,267 ) ( 26,267 ) Less: Accumulated amortization ( 8,314 ) ( 7,916 ) 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 ( 128,000 ) ( 112,000 ) Net Intangible Assets $ 1,511,502 $ 1,559,693 Amortization expense of intangibles was approximately $ 24,000 and $ 24,000 for the three months ended May 31, 2022 and 2021 , respectively. Amortization expense of intangibles was approximately $ 48,000 and $ 41,000 for the six months ended May 31, 2022 and 2021 . |
Notes Payable
Notes Payable | 6 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable On August 20, 2016, the Company entered into a Credit Agreement (“Credit 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 Credit Agreement, on August 20, 2016, TCB advanced the Company $ 100.00 . On July 1, 2016, TCB advanced the remaining principal amount of $ 7,999,900 per a promissory note dated August 20, 2016 between the Company and TCB, at a rate of 3.75 % per annum plus LIBOR, payable monthly with a maturity date of July 2021 which was extended to June 2022 pursuant to the Second Amendment to Credit Agreement discussed below. 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 the 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 and six months ended May 31, 2022 , the Company paid interest of $ 5,969 and $ 18,115 , respectively, which is reflected in interest expense on the accompanying consolidated statements of income. As of the three and six months ended May 31, 2021 , the Company paid interest of $ 32,894 and $ 73,432 , 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 loan 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 and six months ended May 31, 2022 , $ 3,388 and $ 9,777 , respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income. As of the three and six months ended May 31, 2021 , $ 15,390 and $ 35,072 , respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income. As of May 31, 2022 and November 30, 2021, the note payable obligation was as follows: May 31, 2022 November 30, 2021 Note payable $ 358,433 $ 1,908,433 Unamortized debt issuance costs ( 591 ) ( 10,368 ) Net note payable $ 357,842 $ 1,898,065 Interest expense on the note payable for the three and six months ended May 31, 2022 and 2021 was as follows: For the three months ended For the six months ended May 31, 2022 May 31, 2022 Interest expense on notes payable $ 5,969 $ 18,115 Debt issuance costs 3,388 9,777 Total interest expense $ 9,357 $ 27,892 For the three months ended For the six months ended May 31, 2021 May 31, 2021 Interest expense on notes payable $ 32,894 $ 73,432 Debt issuance costs 15,390 35,072 Total interest expense $ 48,284 $ 108,504 As of July 1, 2 022, subsequent to the balance sheet date, the Company paid the term loan in full. The Company has no further obligations under the Credit Agreement. The Company currently is considering financing alternatives and expects to enter into a new credit facility in July 2022. See "Risk Factors." |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
May 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity Employee Stock Incentive Plan The Company maintains the 2006 Stock Incentive Plan (the “2006 Plan”) under which it has reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, stock-appreciation rights (commonly referred to as “SARs”) and stock awards (i.e., performance options to purchase shares and performance units). As of May 31, 2022, and November 30, 2021 , there were 45,000 and 75,000 options issued, but not yet exercised, under the 2006 Plan, respectively. As of May 31, 2022 , there were no shares available for future issuance under the 2006 Plan. The 2006 Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the 2006 Plan on or after the 10-year anniversary of the effective date of the Plan. The Company maintains the 2012 Equity Incentive Plan (the “2012 Plan”) which became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting on July 10, 2012. The 2012 Plan originally reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, SARs, and other stock awards (i.e., performance shares and performance units). In August 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 May 31, 2022 , there were 396,943 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, 2021 , there were 460,943 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 May 31, 2022 , there were no shares available for future issuance under the 2012 Plan. The 2012 Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the 2012 Plan on or after the 10-year anniversary of the effective date of the 2012 Plan, which is December 1, 2011. On April 8, 2022, the Board of Directors of the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”) to provide incentive compensation to the Company’s employees, independent directors and independent contractors. The plan is subject to stockholder approval, which vote is expected to occur at the Company’s 2022 Annual Meeting. The 2022 Plan will reserve 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). As of May 31, 2022, there were 52,500 service-based options issued and 400,000 market-based restricted options granted. As of May 31, 2022, there were 1,047,500 shares available for future issuance under the 2022 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 52,500 and 52,500 options granted during the three and six months ended May 31, 2022, respectively. There were 20,000 and 20,000 options granted during the three and six months ended May 31, 2021, respectively. Variables used to determine the fair value of the options granted for the three and six months ended May 31, 2022 and 2021, respectively, are as follows: Three months ended Six months ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Weighted average values: Expected dividends 0 % 0 % 0 % 0 % Expected volatility 53.23 % 49.85 % 53.23 % 49.85 % Risk free interest rate 2.74 % 1.35 % 2.74 % 1.35 % Expected life 3 years 6 years 3 years 6 years Stock option activity for options with only service-based vesting conditions for the six months ended May 31, 2022, was as follows: Weighted Weighted Average Contractual Aggregate Options Exercise Term Intrinsic Outstanding at November 30, 2021 537,443 $ 5.76 5.22 $ 3,564,067 Granted 52,500 13.20 — Exercised ( 10,000 ) 3.20 87,000 Expired/forfeited ( 84,000 ) 6.07 112,875 Outstanding at May 31, 2022 495,943 $ 6.54 4.49 $ 626,540 Exercisable at May 31, 2022 399,029 $ 5.39 4.52 $ 626,540 The weighted average grant date fair value of options granted during the six months ended May 31, 2022 and 2021 was $ 4.56 and $ 4.56 , respectively. The aggregate intrinsic value represents the total value of the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money stock options that would have been received by the option holders had all option holders exercised their options on either May 31, 2022 or November 30, 2021 as applicable. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s stock. During the three and six months ended May 31, 2022 , the Company issued 0 and 10,000 common shares, respectively, to option holders who exercised options for $ 0 and $ 32,000 , respectively. During the three and six months ended May 31, 2021 , the Company issued 464,368 and 489,668 common shares, respectively, to option holders who exercised options for $ 875,000 and $ 1,066,000 , respectively Significant option groups outstanding and exercisable at May 31, 2022 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Remaining Weighted Weighted Range of Exercise Prices Outstanding Contractual Average Outstanding Average $ 1.01 to $ 2.00 7,500 1.14 $ 1.95 7,500 $ 1.95 $ 2.01 to $ 3.00 15,000 1.13 $ 2.22 15,000 $ 2.22 $ 3.01 to $ 4.00 179,729 3.77 $ 3.14 179,729 $ 3.14 $ 6.01 to $ 7.00 3,833 4.09 $ 6.52 3,833 $ 6.52 $ 7.01 to $ 8.00 199,781 5.46 $ 7.64 178,445 $ 7.59 $ 9.01 to $ 10.00 29,000 5.76 $ 9.37 7,450 $ 9.37 $ 12.01 to $ 13.00 16,653 8.23 $ 12.54 7,072 $ 12.63 $ 13.01 to $ 14.00 44,447 2.57 $ 13.50 0 $ 0.00 495,943 4.49 $ 6.54 399,029 $ 5.39 A summary of the status of the Company’s non-vested options as of May 31, 2022, and changes during the six months ended May 31, 2022, is presented below: Weighted Grant-Date Options Fair Value Non-vested at November 30, 2021 63,034 $ 4.99 Granted 52,500 4.56 Vested ( 14,204 ) 5.67 Forfeited ( 4,416 ) 7.98 Non-vested at May 31, 2022 96,914 $ 4.52 As of May 31, 2022 , there was approximately $ 348,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2012 Plan and the 2022 Plan. The cost is expected to be recognized over a weighted-average period of 2.11 years as of May 31, 2022. The total fair value of shares vested during the six months ended May 31, 2022 was approximately $ 81,000 . 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 vested 1/3 upon grant, 1/3 on December 1, 2020 and the remaining 1/3 on November 30, 2021. The fair value of the options that vested through the three and six months ended May 31, 2022 was $ 0 . The fair value of the options that vested through the three and six months ended May 31, 2021 was approximately $ 17,000 and $ 56,000 , respectively, and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of income. As of May 31, 2022 , there was no unrecognized compensation cost related to the non-vested options of common stock. Performance and market-based vesting condition options On April 8, 2022, the Company granted 400,000 market-based vesting condition options to David Portnoy, Mark Portnoy, and Oleg Mikulinsky in the amounts of 280,000 , 100,000 , and 20,000 , respectively. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach and is being recognized over the requisite service period, regardless if the market condition will be met. The exercise price of the options is $ 12.27 and the calculated fair value of the options is $ 2.79 . These stock options vest immediately when the price of the Company's stock reaches $ 25.00 per share during the seven-year option term. The grant of these options is subject to the Company's shareholders approving the 2022 Plan, which vote is expected to occur at the Company’s 2022 Annual Meeting. There were no market-based vesting condition options for the six months ended May 31, 2021. For the six months ended May 31, 2022 , the Company recognized approximately $ 58,000 in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of incom e. As of May 31, 2022 , there was approximately $ 1,058,000 of unrecognized compensation cost to be recognized over the remaining requisite service period of 2.71 years. On May 18, 2018, the Company entered into an Amendment Agreement (the "Amendment Agreement"), effective December 1, 2017, amending certain terms of Oleg Mikulinsky's Employment Agreement dated March 5, 2012, as previously amended. Per the Amendment Agreement, based upon certain performance criteria, the Company is required to grant Oleg Mikulinsky a percentage of up to 8,000 of qualified stock options of the Company’s common stock. For performance-based vesting condition options, the Company estimated the fair value of the qualified stock options that met certain performance targets by the end of the 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 of these options that vested through the six months ended May 31, 2022 and May 31, 2021 was approximately $ 0 and $ 200 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of income. As of February 27, 2020, the Company granted Oleg Mikulinsky 1,333 of qualified stock options of the Company’s common stock based upon certain performance criteria met by the end of the fiscal 2019 service period and per the Amendment Agreement. These options were issued under the Company’s 2012 Stock Plan and vested 1/3 upon date of grant, 1/3 on December 1, 2020 and 1/3 on November 30, 2021. The fair value of these options that vested through six months ended May 31, 2021 and May 31, 2021 was approximately $ 0 and $ 1,700 , respectively, and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of income. As of May 31, 2022 , there was no unrecognized compensation cost related to the non-vested options of common stock. |
License Agreements
License Agreements | 6 Months Ended |
May 31, 2022 | |
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 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 was a $ 1,000,000 cap on the amount of royalty 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. Since inception of the License and Royalty Agreement, the Company has recorded approximately $ 10,000,000 in royalty income due under the terms of the License and Royalty Agreement, of which, LifeCell has paid the Company in full as of May 31, 2022. As of November 30, 2020, the Company had recognized all of the licensee income due under the License and Royalty Agreement with LifeCell. 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 and Panama. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
May 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Employment Agreements The Company has employment agreements in place for certain members of management. These employment agreements are for periods ranging from one to two years and contain certain provisions for severance payments in the event of certain events, including termination or change of control. Purchase Contract - New Property On March 14, 2022, the Company entered into a $ 11.2 million purchase contract with Scannell Properties #502, LLC (“Scannell”) for a 56,000 square foot facility under construction located near the Research Triangle Park in the Regional Commerce Center in Durham, North Carolina (the “New Facility”). Scannell is constructing certain improvements upon the land, including but not limited to an approximately 56,000 square foot building to be utilized by Cryo-Cell. Pursuant to the Agreement, on March 16, 2022, the Company transferred an initial earnest deposit of $ 200,000 . On June 10, 2022, the Company exercised its right to extend the closing date and transferred an additional deposit of $ 50,000 for a closing extension. The Company intends to fund the purchase price with cash on hand, cash flow from operations and with future additional financing. Construction is expected to be completed by the time the Company acquires the New Facility in approximately 90 days. The consummation of the purchase is subject to the Company’s completion of due diligence and various closing conditions to be met by the parties. Although the Company believes that the acquisition is probable, there can be no assurance that the acquisition of this property will be consummated. If the New Facility is purchased, the Company believes it will have space for not only its existing and future internal storage needs, but also will have the capacity to offer third party pharmaceutical companies and medical institutions cold storage services (“ExtraVault” – see www.extravault.com) , to set up a cellular therapy laboratory to manufacture mesenchymal stromal cells from cord tissue (“MSCs) and the space to consolidate the Cryo-Cell Institute for Cellular Therapies under the same roof. The Company anticipates this New Facility will expand the Company’s cryopreservation and cold storage business by introducing a new service, ExtraVault ( www.extravault.com ). With over 30 years of experience in handling biological specimens for both research and clinical use, Cryo-Cell intends to leverage this expertise and offer these biorepository services to biopharmaceutical companies and healthcare institutions. The new facility is being constructed to offer state-of-the-art biologic, reagent and vaccine storage at cost effective prices. A robust inventory management system is planned to be implemented that Cryo-Cell believes will allow customers to view their own inventory through a customer portal and place distribution orders online. As a result, it is anticipated ExtraVault will provide expertise, experience, customer electronic access and cost sensitive solutions to the Company’s partners in the biopharma and healthcare industries. Contract to Sell Property On June 10, 2022, the Company entered into a $ 1.85 million Agreement for Purchase and Sale of Improved Real Property with HFK Properties, LLC to sell the 8,800 square foot medical condominium building in Durham that was purchased by the Company in fiscal 2021. The building was originally purchased to become the Cryo-Cell Institute for Cellular Therapies which will now be in th e new facility (see above). HFK Properties, LLC transferred the initial earnest deposit of $ 50,000 into escrow on June 15, 2022. The closing date is expected to be in the third quarter of fiscal 2022. Form S-1 On April 4, 2022, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for a public offering of senior promissory notes. The proposed maximum aggregate offering is $ 20,000,000 (exclusive of the underwriter's overallotment option). The Form S-1 has not yet been declared effective by the Securities and Exchange Commission. The Company can provide no assurance that it will consummate an offering under the Form S-1. The foregoing does not constitute an offer of any securities for sale. Legal Proceedings The Company is not currently a party to any legal proceedings. However, from time to time, the Company may be subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business. It is possible, if the Company becomes subject to any such proceeding, that there could be an unfavorable ultimate outcome for or resolution of any such claim, which could be material to the Company’s results of operations for a particular quarterly reporting period. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. |
Share Repurchase Plan
Share Repurchase Plan | 6 Months Ended |
May 31, 2022 | |
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 one million ( 1,000,000 ) shares of the Company's outstanding common stock. On June 6, 2012, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to three million ( 3,000,000 ). On April 8, 2015, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to six million ( 6,000,000 ) shares. On October 6, 2016, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to eight million ( 8,000,000 ) shares. The repurchases must be effectuated through open market purchases, privately negotiated block trades, unsolicited negotiated transactions, and/or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934. As of May 31, 2022 , the Company had repurchased an aggregate of 6,276,282 shares of the Company’s common stock at an average price of $ 3.54 per share through open market and privately negotiated transactions under the Company’s share repurchase plan. The Company purchased 162,326 (at an average price of $ 8.78 per share) during the six months ended May 31, 2022 and the Company did no t purchase any shares of the Company’s common stock during the six months ended May 31, 2021. The repurchased shares will be held as treasury stock at cost and have been removed from common shares outstanding as of May 31, 2022 and November 30, 2021. As of May 31, 2022 and November 30, 2021 , 6,276,282 and 6,113,956 shares, respectively, were held as treasury stock. Subsequent to the balance sheet date, May 31, 2022 , the Company repurchased 18,700 of additional shares of the Company’s common stock, at an average price of $ 6.10 per share. |
Leases
Leases | 6 Months Ended |
May 31, 2022 | |
Leases [Abstract] | |
Leases | Note 11 – Leases 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 May 31, 2022 and November 30, 2021: May 31, November 30, Assets Operating lease right-of-use asset $ 762,617 $ 916,493 Liabilities Current portion of operating lease liabilities $ 315,042 $ 312,067 Operating lease long-term liabilities 453,979 610,989 Total lease liability $ 769,021 $ 923,056 The maturity of the Company’s lease liabilities at May 31, 2022 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2022 (remaining 6 months) $ 170,235 2023 313,996 2024 295,086 2025 24,591 Less: Imputed interest ( 34,887 ) Present value of lease liabilities $ 769,021 The remaining lease term and discount rates are as follows: May 31, November 30, Lease Term and Discount Rate Remaining lease term (years) Operating lease 2.58 3.08 Discount rate (percentage) Operating lease 3.5 % 3.5 % Supplemental cash flow information related to leases is as follows: Three months ended May 31, May 31, Operating cash outflows from operating leases $ 85,964 $ 75,564 Six months ended May 31, May 31, Operating cash outflows from operating leases $ 171,928 $ 147,130 |
COVID 19
COVID 19 | 6 Months Ended |
May 31, 2022 | |
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 pandemic and government measures taken in response have had a significant adverse impact, both direct and indirect, on our business and the economy. 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. 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 | 6 Months Ended |
May 31, 2022 | |
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, will be fully credited against the license fee under the future license agreement. On February 23, 2021, pursuant to the Option, the Company entered into a Patent and Technology License Agreement (the “Duke 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. Duke has completed or in progress a total of 19 FDA approved clinical trials related to the Duke License Agreement. The Company intends to fund additional clinical trials, as necessary, to provide the proof of efficacy that is required by the FDA to issue BLAs for some or all of the indications mentioned above. In addition, Duke has provided its manufactured MSCs for one arm of a four arm, placebo controlled, multi-site, double blinded Phase 3 clinical trial, run by Emory University to treat osteoarthritis of the knee, in which cells from three different sources are compared to the current standard of care. If the Duke MSCs prove to be the most efficacious, the Company intends to design and fund a Phase 3 registration trial for that indication. The readout from the Emory trial is expected in the summer of 2022. The Company has signed a contract to purchase a 56,000 square feet facility in Durham in which it plans to open the Cryo-Cell Institute for Cellular Therapies. Previously, the FDA has granted Duke the right to treat certain patients with infusions of cord blood under its Expanded Access Program. The Company intends to file an IND to conduct a clinical trial for either cerebral palsy or autism and will ask for similar rights to treat pediatric patients with certain neurological disorders (such as CP or autism) at its clinic. There can be no assurance that the FDA will approve of this or any IND filed by the Company. The Agreement extends until expiration of the last Royalty Term, unless sooner terminated as provided in the Agreement. Royalty Term generally means the period beginning on the first commercial sale of each licensed product or licensed process and ending fifteen ( 15 ) years thereafter. Upon expiration of the applicable Royalty Term with respect to a particular licensed product or licensed processes, the licenses and rights granted by Duke to the Company under the Agreement with respect to such product or process become fully paid-up, royalty-free, perpetual and irrevocable. The Company is required to pay Duke a license fee equal to $ 12,000,000 , of which $ 10,000,000 has been paid to date and an additional $2,000,000 is due on February 23, 2023. In addition, during the Royalty Term, subject to certain minimum royalties, the Company is required to pay Duke royalties based on a portion of the net sales varying from 7 %— 12.5 % based on volume. The Company is also obligated to pay certain legal fees and expenses associated with related patents. Unless the Agreement is terminated or renegotiated as permitted per the Agreement, the Company is also required to pay Duke minimum annual royalties beginning on the second anniversary of the effective date 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. On February 4, 2022, the Company entered into a First Amendment to License Agreement (the "Amendment") with Duke. The Amendment changes the requirements of the Company with regard to the minimum annual royalties payable to Duke. As amended, the minimum annual royalties are as follows: • Year 3: $ 500,000 • Year 4: $ 1,000,000 • Year 5: $ 2,500,000 • Year 6 and each year thereafter during the term of this Agreement: $ 5,000,000 The Amendment also changed the requirements of the Company to pay Duke certain milestone payments, as follows: • $ 2,000,000 two years after the first patient or subject is treated in the first Phase III clinical trial of a licensed product comprising cord tissue derived MSC for an indication other than Autism Spectrum Disorder. During the first quarter of fiscal 2021, the Company capitalized $ 15,372,382 as a Duke Agreement which was considered to be an asset acquisition and which represented the costs to obtain the Duke Agreement, and also recorded a corresponding liability to Duke for the Duke Agreement. The costs that were capitalized as a Duke license agreement includes the present value of the $ 12,000,000 license fee, $ 3,585,172 , or 409,734 shares, of the Company’s common stock transferred to Duke and certain acquisition costs. The Company is amortizing these costs over 16 years. As of the six months ended May 31, 2022 and 2021 , the Company recorded $ 480,387 and $ 240,193 , respectively, in amortization expense which is reflected in amortization expense on the accompanying consolidated statements of income. As of the three months ended May 31, 2022 and 2021 , the Company recorded $ 240,194 and $ 240,193 , respectively, in amortization expense which is reflected in amortization expense on the accompanying consolidated statements of income. Through this Agreement, the Company intends to expand to a triad of core business units to include: (1) its cord blood bank and other storage services; (2) cord blood and cord tissue infusion clinic services initially under the FDA’s Expanded Access Program and in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain BLA approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) are approved by the FDA. The Company is projecting to open the Cryo-Cell Institute for Cellular Therapies and begin infusing patients with autologous cord blood units during the first half of fiscal 2023 . |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
May 31, 2022 | |
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: (1) cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use (2) the manufacture of PrepaCyte CB units, the processing technology used to process umbilical cord blood stem cells and (3) cryogenic storage of umbilical cord blood stem cells for public use. Revenues for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue for the cryogenic storage of umbilical cord blood stem cells for public use, stored at Duke University (see below), is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. The unaudited consolidated financial statements including the Consolidated Balance Sheets as of May 31, 2022 and November 30, 2021, the related Consolidated Statements of Income for the three and six months ended May 31, 2022 and 2021, Cash Flows for the three and six months ended May 31, 2022 and 2021 and Stockholders’ Equity for the three and six months ended May 31, 2022 and 2021 have been prepared by Cryo-Cell International, Inc. 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, 2021 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 May 31, 2022 are not necessarily indicative of the results expected for any interim period in the future or the entire year ending November 30, 2022. |
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 Fees 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 at the point in time of the successful completion of processing and recognizes storage fees over time, which is 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 life-time . 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. 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 component 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 storage fee is billed at the beginning of the storage period (prepaid plans). The Company also offers payment plans (including a stated service fee) for customers to pay over time for a period of one to twenty-four plus months. The one-time plan includes the collection kit, processing and testing, return medical courier service and twenty-one years of pre-paid storage fees. The life-time plan includes the collection kit, processing and testing, return medical courier service and pre-paid storage fees for the life of the customer. The Company concluded that a significant financing component is not present within either the prepaid or overtime payment plans. The Company has determined that the twenty-one year and life-time prepayment options do not include a significant financing component as the payment terms were structured primarily for reasons other than the provision of financing and to maximize profitability. 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 May 31, 2022 , the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $ 42,664,189 , which will be recognized ratably on a straight-line basis over the contractual period of which $ 9,291,530 , 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 and six months ended May 31, 2022 , the Company recorded $ 12,169 and $ 27,321 , respectively, in commission payments to customers under the RAF program as a reduction to revenue. During the three and six months ended May 31, 2021 , the Company recorded $ 8,198 and $ 21,705 , respectively, in commission payments to customers under the RAF program as a reduction to revenue. For the three and six months ended May 31, 2022 the Company capitalized additional contract acquisition costs of $ 27,170 and $ 51,759 , respectively, net of amortization. For the three and six months ended May 31, 2021 , the Company capitalized additional contract acquisition costs of $ 27,672 and $ 45,934 , 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: May 31, 2022 November 30, 2021 Contract assets (sales commissions) $ 573,043 $ 535,522 Accounts receivables $ 5,150,154 $ 5,253,173 Short-term contract liabilities (deferred revenue) $ 9,291,530 $ 9,358,696 Long-term contract liabilities (deferred revenue) $ 33,372,659 $ 31,274,214 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 no t have asset impairment charges related to contract assets in the three and six months ended May 31, 2022. The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2022: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 535,522 $ 51,759 $ ( 14,238 ) $ 573,043 Accounts receivables $ 5,253,173 $ 18,402,414 $ ( 18,505,433 ) $ 5,150,154 Contract liabilities (deferred revenue) $ 40,632,910 $ 11,840,456 $ ( 9,809,177 ) $ 42,664,189 The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2021: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 466,141 $ 45,934 $ ( 12,447 ) $ 499,628 Accounts receivables $ 6,322,960 $ 18,178,409 $ ( 19,285,813 ) $ 5,215,556 Contract liabilities (deferred revenue) $ 36,384,360 $ 8,430,850 $ ( 6,587,891 ) $ 38,227,319 |
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”), including without limitation Cord:Use’s cord blood operations and its inventory of public cord blood units existing as of the closing date (the “Public Cord Blood Inventory”) . As part of the Cord:Use Purchase Agreement, the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of May 31, 2022 , 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 $ 1,164,499 was recognized during the fourth quarter of fiscal 2021 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 can no t 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 six months ended May 31, 2022 and 2021 , 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 no t note any impairment for the three and six months ended May 31, 2022 and 2021 . |
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 The Company recognizes leases in accordance with ASU 2016-02, Leases (Topic 842). 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 May 31, 2022, the Company has three stock-based compensation plans, which are described in Note 7 to the unaudited consolidated financial statements: the 2006 Plan, 2012 Plan and the 2022 Plan. The 2006 and 2012 Plan will remain in effect as long as any awards under it are outstanding; however, no further awards may be granted under either plan. The 2022 Plan is subject to stockholder approval, which vote is expected to occur at the Company’s 2022 Annual Meeting. The Company recognized approximately $ 149,000 and $ 153,000 for the six months ended May 31, 2022 and 2021 respectively, of stock compensation expense. The Company recognized approximately $ 117,000 and $ 68,000 for the three months ended May 31, 2022 and 2021, respectively, of stock option 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. On April 8, 2022, the Board of Directors of the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”) to provide incentive compensation to the Company’s employees, independent directors and independent contractors. The plan is subject to stockholder approval, which vote is expected to occur at the Company’s 2022 Annual Meeting. The 2022 Plan will reserve 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). |
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 (”RSAs”) 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 May 31, 2022 and November 30, 2021, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at May 31, 2022 Using Description May 31, Level 1 Level 2 Level 3 Assets: Marketable securities $ 63,125 $ 63,125 $ - $ - Total $ 63,125 $ 63,125 $ - $ - Liabilities: Contingent consideration $ 574,833 $ - $ - $ 574,833 Total $ 574,833 $ - $ - $ 574,833 Contingent Consideration: Beginning Balance as of November 30, 2021 $ 727,371 Subtractions – Cord:Use earnout payment — Fair value adjustment as of May 31, 2022 ( 152,538 ) Ending balance as of May 31, 2022 $ 574,833 Fair Value at Fair Value Measurements at November 30, 2021 Using Description November 30, Level 1 Level 2 Level 3 Assets: Marketable securities $ 75,412 $ 75,412 $ - $ - Total $ 75,412 $ 75,412 $ - $ - Liabilities: Contingent consideration $ 727,371 $ - $ - $ 727,371 Total $ 727,371 $ - $ - $ 727,371 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 ($ 13,000 ) and ($ 15,000 ) in unrealized holding loss, respectively, recorded in other income and expense on the accompanying consolidated statements of income for the three and six months ended May 31, 2021 , respectively. There was approximately ($ 18,000 ) and ($ 27,000 ) in unrealized holding loss, respectively, recorded in other income and expense on the accompanying consolidated statements of income for the three and six months ended May 31, 2022, 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 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 Program 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. In accordance with ASC 606, the Company has concluded the payment warranty be fully constrained under the most likely amount method; therefore, the transaction price does not reflect any expectation of service level credits at May 31, 2022 and November 30, 2021 . 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. ASU 2016-13 provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by introducing an approach based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The guidance requires a modified retrospective transition method and early adoption is permitted. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases (“ASU 2019-10”), which defers the adoption of ASU 2016-13 for smaller reporting companies until periods beginning after December 15, 2022. The Company has not yet adopted ASU 2016-13 and will continue to evaluate the impact of ASU 2016-13 on its consolidated financial statements. |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
May 31, 2022 | |
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: May 31, 2022 November 30, 2021 Contract assets (sales commissions) $ 573,043 $ 535,522 Accounts receivables $ 5,150,154 $ 5,253,173 Short-term contract liabilities (deferred revenue) $ 9,291,530 $ 9,358,696 Long-term contract liabilities (deferred revenue) $ 33,372,659 $ 31,274,214 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 no t have asset impairment charges related to contract assets in the three and six months ended May 31, 2022. The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2022: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 535,522 $ 51,759 $ ( 14,238 ) $ 573,043 Accounts receivables $ 5,253,173 $ 18,402,414 $ ( 18,505,433 ) $ 5,150,154 Contract liabilities (deferred revenue) $ 40,632,910 $ 11,840,456 $ ( 9,809,177 ) $ 42,664,189 The following table presents changes in the Company’s contract assets and liabilities during the six months ended May 31, 2021: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 466,141 $ 45,934 $ ( 12,447 ) $ 499,628 Accounts receivables $ 6,322,960 $ 18,178,409 $ ( 19,285,813 ) $ 5,215,556 Contract liabilities (deferred revenue) $ 36,384,360 $ 8,430,850 $ ( 6,587,891 ) $ 38,227,319 |
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 May 31, 2022 and November 30, 2021, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements at May 31, 2022 Using Description May 31, Level 1 Level 2 Level 3 Assets: Marketable securities $ 63,125 $ 63,125 $ - $ - Total $ 63,125 $ 63,125 $ - $ - Liabilities: Contingent consideration $ 574,833 $ - $ - $ 574,833 Total $ 574,833 $ - $ - $ 574,833 Contingent Consideration: Beginning Balance as of November 30, 2021 $ 727,371 Subtractions – Cord:Use earnout payment — Fair value adjustment as of May 31, 2022 ( 152,538 ) Ending balance as of May 31, 2022 $ 574,833 Fair Value at Fair Value Measurements at November 30, 2021 Using Description November 30, Level 1 Level 2 Level 3 Assets: Marketable securities $ 75,412 $ 75,412 $ - $ - Total $ 75,412 $ 75,412 $ - $ - Liabilities: Contingent consideration $ 727,371 $ - $ - $ 727,371 Total $ 727,371 $ - $ - $ 727,371 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at May 31, 2022 and November 30, 2021 are as follows: As of As of Raw materials $ — $ — Work-in-process 332,589 357,686 Work-in-process – Public Bank — — Finished goods 19,296 29,821 Finished goods – Public Bank 10,052,168 10,193,789 Collection kits 29,438 42,998 Inventory reserve ( 7,718 ) ( 7,718 ) Total inventory $ 10,425,773 $ 10,616,576 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
May 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows as of May 31, 2022 and November 30, 2021: Useful lives May 31, 2022 November 30, 2021 Patents 10 - 20 years $ 697,744 $ 697,744 Less: Accumulated amortization ( 100,228 ) ( 80,159 ) License agreement 10 years 474,000 474,000 Less: Intangible asset impairment ( 185,000 ) ( 185,000 ) Less: Accumulated amortization ( 213,433 ) ( 201,709 ) Customer relationships – PrepaCyte®CB 15 years 41,000 41,000 Less: Intangible asset impairment ( 26,267 ) ( 26,267 ) Less: Accumulated amortization ( 8,314 ) ( 7,916 ) 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 ( 128,000 ) ( 112,000 ) Net Intangible Assets $ 1,511,502 $ 1,559,693 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable Obligation | As of May 31, 2022 and November 30, 2021, the note payable obligation was as follows: May 31, 2022 November 30, 2021 Note payable $ 358,433 $ 1,908,433 Unamortized debt issuance costs ( 591 ) ( 10,368 ) Net note payable $ 357,842 $ 1,898,065 |
Summary of Interest Expense on Note Payable | Interest expense on the note payable for the three and six months ended May 31, 2022 and 2021 was as follows: For the three months ended For the six months ended May 31, 2022 May 31, 2022 Interest expense on notes payable $ 5,969 $ 18,115 Debt issuance costs 3,388 9,777 Total interest expense $ 9,357 $ 27,892 For the three months ended For the six months ended May 31, 2021 May 31, 2021 Interest expense on notes payable $ 32,894 $ 73,432 Debt issuance costs 15,390 35,072 Total interest expense $ 48,284 $ 108,504 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
May 31, 2022 | |
Fair Value of Options Granted | Variables used to determine the fair value of the options granted for the three and six months ended May 31, 2022 and 2021, respectively, are as follows: Three months ended Six months ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Weighted average values: Expected dividends 0 % 0 % 0 % 0 % Expected volatility 53.23 % 49.85 % 53.23 % 49.85 % Risk free interest rate 2.74 % 1.35 % 2.74 % 1.35 % Expected life 3 years 6 years 3 years 6 years |
Stock Option Activity | Stock option activity for options with only service-based vesting conditions for the six months ended May 31, 2022, was as follows: Weighted Weighted Average Contractual Aggregate Options Exercise Term Intrinsic Outstanding at November 30, 2021 537,443 $ 5.76 5.22 $ 3,564,067 Granted 52,500 13.20 — Exercised ( 10,000 ) 3.20 87,000 Expired/forfeited ( 84,000 ) 6.07 112,875 Outstanding at May 31, 2022 495,943 $ 6.54 4.49 $ 626,540 Exercisable at May 31, 2022 399,029 $ 5.39 4.52 $ 626,540 |
Significant Option Groups Exercisable Option and its Price and Contractual Life | Significant option groups outstanding and exercisable at May 31, 2022 and related price and contractual life information are as follows: Outstanding Exercisable Weighted Remaining Weighted Weighted Range of Exercise Prices Outstanding Contractual Average Outstanding Average $ 1.01 to $ 2.00 7,500 1.14 $ 1.95 7,500 $ 1.95 $ 2.01 to $ 3.00 15,000 1.13 $ 2.22 15,000 $ 2.22 $ 3.01 to $ 4.00 179,729 3.77 $ 3.14 179,729 $ 3.14 $ 6.01 to $ 7.00 3,833 4.09 $ 6.52 3,833 $ 6.52 $ 7.01 to $ 8.00 199,781 5.46 $ 7.64 178,445 $ 7.59 $ 9.01 to $ 10.00 29,000 5.76 $ 9.37 7,450 $ 9.37 $ 12.01 to $ 13.00 16,653 8.23 $ 12.54 7,072 $ 12.63 $ 13.01 to $ 14.00 44,447 2.57 $ 13.50 0 $ 0.00 495,943 4.49 $ 6.54 399,029 $ 5.39 |
Summary of Non-Vested Options | A summary of the status of the Company’s non-vested options as of May 31, 2022, and changes during the six months ended May 31, 2022, is presented below: Weighted Grant-Date Options Fair Value Non-vested at November 30, 2021 63,034 $ 4.99 Granted 52,500 4.56 Vested ( 14,204 ) 5.67 Forfeited ( 4,416 ) 7.98 Non-vested at May 31, 2022 96,914 $ 4.52 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
May 31, 2022 | |
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 May 31, 2022 and November 30, 2021: May 31, November 30, Assets Operating lease right-of-use asset $ 762,617 $ 916,493 Liabilities Current portion of operating lease liabilities $ 315,042 $ 312,067 Operating lease long-term liabilities 453,979 610,989 Total lease liability $ 769,021 $ 923,056 |
Summary of Maturity of Company's Lease Liabilities | The maturity of the Company’s lease liabilities at May 31, 2022 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2022 (remaining 6 months) $ 170,235 2023 313,996 2024 295,086 2025 24,591 Less: Imputed interest ( 34,887 ) Present value of lease liabilities $ 769,021 |
Summary of Remaining Lease Term and Discount Rates | The remaining lease term and discount rates are as follows: May 31, November 30, Lease Term and Discount Rate Remaining lease term (years) Operating lease 2.58 3.08 Discount rate (percentage) Operating lease 3.5 % 3.5 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three months ended May 31, May 31, Operating cash outflows from operating leases $ 85,964 $ 75,564 Six months ended May 31, May 31, Operating cash outflows from operating leases $ 171,928 $ 147,130 |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 11, 2018 | Jun. 01, 2017 USD ($) | Feb. 01, 2012 USD ($) | Dec. 31, 2005 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | May 31, 2021 USD ($) | May 31, 2022 USD ($) Unit Segment | May 31, 2021 USD ($) | Apr. 08, 2022 shares | Feb. 28, 2022 | |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||||
Number of reportable segments | Segment | 3 | ||||||||||
Deferred revenue | $ 42,664,189 | $ 42,664,189 | |||||||||
Warranty payment | $ 100,000 | $ 75,000 | $ 50,000 | ||||||||
Commission paid | 12,169 | $ 8,198 | 27,321 | $ 21,705 | |||||||
Additional capitalized contract acquisition costs, net of amortization expense | 27,170 | 27,672 | 51,759 | 45,934 | |||||||
Impairment of contract assets | 0 | 0 | |||||||||
Impairment of public inventory | $ 1,164,499 | ||||||||||
Uncertain tax provisions | 0 | 0 | |||||||||
Provisions for interest or penalties related to uncertain tax positions | 0 | 0 | |||||||||
Impairment on long lived assets | 0 | 0 | 0 | ||||||||
Stock-based option compensation expense | 117,000 | 68,000 | 149,000 | 153,000 | |||||||
Unrealized Gain Loss on Marketable Securities | $ 18,000 | $ 13,000 | $ 27,000 | $ 15,000 | |||||||
Payment warranty | $ 50,000 | ||||||||||
Increased payment warranty | $ 100,000 | $ 75,000 | |||||||||
Common Stock Issued | shares | 1,500,000 | ||||||||||
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 | 16 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 | 21 years | |||||||||
Option Two [Member] | |||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||||
Contracted storage amortization period | 1 year | 1 year | |||||||||
Option Three [Member] | |||||||||||
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |||||||||||
Contracted storage amortization period | life-time | ||||||||||
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: 2022-03-01 | May 31, 2022 USD ($) |
Business, Basis of Presentation and Significant Accounting Policies [Line Items] | |
Deferred revenue current | $ 9,291,530 |
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 ($) | May 31, 2022 | Nov. 30, 2021 | May 31, 2021 | Nov. 30, 2020 |
Accounting Policies [Abstract] | ||||
Contract assets (sales commissions) | $ 573,043 | $ 535,522 | $ 499,628 | $ 466,141 |
Accounts receivables | 5,150,154 | 5,253,173 | $ 5,215,556 | $ 6,322,960 |
Short-term contract liabilities (deferred revenue) | 9,291,530 | 9,358,696 | ||
Long-term contract liabilities (deferred revenue) | $ 33,372,659 | $ 31,274,214 |
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) - USD ($) | 6 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Accounting Policies [Abstract] | ||
Contract assets (sales commissions), Beginning balance | $ 535,522 | $ 466,141 |
Contract assets (sales commissions), Additions | 51,759 | 45,934 |
Contract assets (sales commissions), Deductions | (14,238) | (12,447) |
Contract assets (sales commissions), Ending balance | 573,043 | 499,628 |
Account receivables, Beginning balance | 5,253,173 | 6,322,960 |
Account receivables, Additions | 18,402,414 | 18,178,409 |
Account receivables, Deductions | (18,505,433) | (19,285,813) |
Account receivables , Ending balance | 5,150,154 | 5,215,556 |
Contract liabilities (deferred revenue), Beginning balance | 40,632,910 | 36,384,360 |
Contract liabilities (deferred revenue), Additions | 11,840,456 | 8,430,850 |
Contract liabilities (deferred revenue), Deductions | (9,809,177) | (6,587,891) |
Contract liabilities (deferred revenue), Ending balance | $ 42,664,189 | $ 38,227,319 |
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 ($) | 6 Months Ended | ||
May 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 63,125 | $ 75,412 | |
Contingent consideration | 574,833 | 727,371 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 63,125 | 75,412 | |
Total | 63,125 | 75,412 | |
Contingent consideration | 574,833 | 727,371 | |
Total | 574,833 | 727,371 | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 63,125 | 75,412 | |
Total | 63,125 | 75,412 | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 574,833 | 727,371 | |
Total | $ 574,833 | $ 727,371 | |
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, 2021 | 727,371 | ||
Subtractions – Cord:Use earnout | 0 | ||
Fair value adjustment as of February 28, 2022 | (152,538) | ||
Ending balance as of February 28, 2022 | $ 574,833 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
May 31, 2022 Segment | |
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, and Interest Expense and Assets by Segment (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Nov. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total net revenue | $ 7,633,217 | $ 7,205,195 | $ 14,891,748 | $ 14,065,812 | |
Total cost of sales | 2,201,540 | 2,222,671 | 4,304,742 | 4,234,868 | |
Total operating profit | 1,194,374 | 1,995,068 | 2,664,796 | 3,230,329 | |
Total depreciation and amortization | 279,926 | 267,422 | 558,092 | 288,685 | |
Total interest expense | 276,524 | 341,390 | 582,619 | 621,609 | |
Total assets | 55,394,946 | 55,394,946 | $ 60,662,076 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total depreciation and amortization | 279,926 | 267,422 | 558,092 | 288,685 | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total net revenue | 7,480,082 | 7,158,886 | 14,637,568 | 13,897,517 | |
Total cost of sales | 1,745,383 | 1,869,769 | 3,460,055 | 3,509,784 | |
Total operating profit | 1,504,699 | 2,308,856 | 3,269,912 | 3,801,209 | |
Total interest expense | 276,524 | 341,390 | 582,619 | 621,609 | |
Total assets | 45,069,694 | 50,170,887 | 45,069,694 | 50,170,887 | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total depreciation and amortization | 272,621 | 260,226 | 543,483 | 274,594 | |
PrepaCyte CB [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total net revenue | 36,400 | 0 | 54,600 | 38,000 | |
Total cost of sales | 22,654 | 41,203 | 53,312 | 76,084 | |
Total operating profit | 6,802 | (48,097) | (12,601) | (51,873) | |
Total assets | 198,177 | 250,591 | 198,177 | 250,591 | |
PrepaCyte CB [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total depreciation and amortization | 6,945 | 6,894 | 13,889 | 13,789 | |
Public Cord Blood Banking [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total net revenue | 116,735 | 46,309 | 199,580 | 130,295 | |
Total cost of sales | 433,503 | 311,699 | 791,375 | 649,000 | |
Total operating profit | (317,127) | (265,691) | (592,515) | (519,007) | |
Total assets | 10,127,075 | 10,240,598 | 10,127,075 | 10,240,598 | |
Public Cord Blood Banking [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total depreciation and amortization | $ 360 | $ 302 | $ 720 | $ 302 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) | 3 Months Ended |
Nov. 30, 2021 USD ($) | |
Inventory Disclosure [Abstract] | |
Other asset impairment charge | $ 1,164,499 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Inventory [Line Items] | ||
Collection kits | $ 29,438 | $ 42,998 |
Inventory reserve | (7,718) | (7,718) |
Total inventory | 10,425,773 | 10,616,576 |
All Other [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 332,589 | 357,686 |
Finished goods | 19,296 | 29,821 |
Public Banking [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 10,052,168 | $ 10,193,789 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 6 Months Ended | |
May 31, 2022 | Nov. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Intangible Assets | $ 1,511,502 | $ 1,559,693 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 697,744 | 697,744 |
Less: Accumulated amortization | $ (100,228) | (80,159) |
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 | $ 474,000 | 474,000 |
Less: Intangible asset impairment | (185,000) | (185,000) |
Less: Accumulated amortization | $ (213,433) | (201,709) |
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 | $ (8,314) | (7,916) |
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 | $ (128,000) | $ (112,000) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 24,000 | $ 24,000 | $ 48,000 | $ 41,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 11, 2018 | Aug. 20, 2016 | May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Jun. 30, 2020 | Aug. 26, 2016 | Jul. 01, 2016 | |
Debt Instrument [Line Items] | |||||||||
Line of credit facility, amount advanced | $ 350,000 | ||||||||
Interest expense | $ 276,524 | $ 341,390 | $ 582,619 | $ 621,609 | |||||
Debt issuance costs | 548,085 | 548,085 | |||||||
Amortization of debt issuance costs | 3,388 | 15,390 | 9,777 | 35,072 | |||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 5,969 | $ 32,894 | $ 18,115 | $ 73,432 | |||||
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 Credit Agreement, on August 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated August 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021 which was extended to June 2022 pursuant to the Second Amendment to Credit Agreement discussed below. | ||||||||
Line of credit facility, frequency of payment | monthly | ||||||||
Line of credit facility, interest rate description | 3.75% per annum | ||||||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Promissory Notes [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, amount advanced | $ 7,999,900 | ||||||||
Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, maximum borrowing capacity | $ 8,000,000 | ||||||||
Line of credit facility, amount advanced | $ 100 | ||||||||
Line of credit facility, interest rate | 3.75% | ||||||||
Line of credit facility, expiration date | Jun. 30, 2022 | 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 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Note Payable Obligation (Detail) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Debt Disclosure [Abstract] | ||
Note payable | $ 358,433 | $ 1,908,433 |
Unamortized debt issuance costs | (591) | (10,368) |
Net note payable | 357,842 | 1,898,065 |
Note payable | $ 357,842 | $ 1,898,065 |
Notes Payable - Summary of Inte
Notes Payable - Summary of Interest Expense on Note Payable (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Interest Expense Debt [Abstract] | ||||
Interest expense on notes payable | $ 5,969 | $ 32,894 | $ 18,115 | $ 73,432 |
Debt issuance costs | 3,388 | 15,390 | 9,777 | 35,072 |
Total interest expense | $ 9,357 | $ 48,284 | $ 27,892 | $ 108,504 |
Income per Common Share - Calcu
Income per Common Share - Calculation of Basic and Diluted Net Income per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Numerator: | ||||
Net Income | $ 634,719 | $ 1,170,629 | $ 1,466,766 | $ 1,864,219 |
Denominator: | ||||
Weighted-average shares outstanding-basic | 8,437,544 | 7,950,791 | 8,479,071 | 7,760,214 |
Dilutive common shares issuable upon exercise of stock options | 115,541 | 322,976 | 164,035 | 300,292 |
Weighted-average shares-diluted | 8,553,085 | 8,273,767 | 8,643,106 | 8,060,506 |
Basic | $ 0.08 | $ 0.15 | $ 0.17 | $ 0.24 |
Diluted | $ 0.07 | $ 0.14 | $ 0.17 | $ 0.23 |
Income per Common Share - Addit
Income per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Number of outstanding options excluded from computation of diluted earnings per share | 288,381 | 20,000 | 90,100 | 27,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Apr. 08, 2022 | Feb. 27, 2020 | Sep. 04, 2019 | May 18, 2018 | Dec. 20, 2019 | Aug. 31, 2012 | May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Nov. 30, 2021 | Dec. 01, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 52,500 | |||||||||||
Weighted average grant date fair value of options granted | $ 4.56 | $ 4.56 | ||||||||||
Plan modification description and terms | The options were issued under the Company’s 2012 Stock Plan and vested 1/3 upon grant, 1/3 on December 1, 2020 and the remaining 1/3 on November 30, 2021. | |||||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 0 | $ 0 | ||||||||||
Share based compensation options fair value | 0 | $ 17,000 | 0 | $ 56,000 | ||||||||
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 | 0 | $ 0 | ||||||||||
Service-Based Vesting Condition Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 52,500 | |||||||||||
Weighted average exercise price per share | $ 3.20 | |||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | 348,000 | $ 348,000 | ||||||||||
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, 2020 and 1/3 on November 30, 2021. | |||||||||||
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 | $ 1,058,000 | $ 1,058,000 | ||||||||||
Weighted-average period | 2 years 8 months 15 days | |||||||||||
Market Based Vesting Condition Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted-average period | 7 years | |||||||||||
Market Based Vesting Condition Options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares forfeited during period | 1,333 | 4,444 | ||||||||||
Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation options fair value | $ 58,000 | |||||||||||
Market Based Vesting Condition Options [Member] | September 4, 2019 Granted Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation options fair value | 0 | 200 | ||||||||||
Market Based Vesting Condition Options [Member] | February 27, 2020 Granted Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share based compensation options fair value | $ 0 | $ 1,700 | ||||||||||
2006 Plan [Member] | Employee Stock Incentive Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,000,000 | 1,000,000 | ||||||||||
Option issued | 45,000 | 45,000 | 75,000 | |||||||||
Shares issued under stock incentive plan | 0 | 0 | ||||||||||
Granted, Shares | 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 | 0 | 0 | ||||||||||
2012 Plan [Member] | Service Based Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 396,943 | 460,943 | ||||||||||
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 | |||||||||||
Granted, Shares | 0 | |||||||||||
2022 Equity 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 | 1,500,000 | |||||||||||
Shares issued under stock incentive plan | 1,047,500 | 1,047,500 | ||||||||||
2022 Equity Incentive Plan [Member] | Service Based Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 52,500 | |||||||||||
2022 Equity Incentive Plan [Member] | Market Based Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 400,000 | |||||||||||
Stock Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of share issued to option holder | 0 | 464,368 | 10,000 | 489,668 | ||||||||
Options exercised | $ 0 | $ 875,000 | $ 32,000 | $ 1,066,000 | ||||||||
Stock Option [Member] | Service-Based Vesting Condition Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 52,500 | 20,000 | 52,500 | 20,000 | ||||||||
Weighted-average period | 2 years 1 month 9 days | |||||||||||
Total fair value of shares vested | $ 81,000 | |||||||||||
Stock Option [Member] | Market Based Vesting Condition Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 400,000 | 0 | ||||||||||
Weighted average exercise price per share | $ 12.27 | |||||||||||
Price per share | 25 | |||||||||||
Weighted average grant date fair value of options granted | $ 2.79 | |||||||||||
Stock Option [Member] | Market Based Vesting Condition Options [Member] | David Portnoy [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 280,000 | |||||||||||
Stock Option [Member] | Market Based Vesting Condition Options [Member] | Mark Portnoy [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 100,000 | |||||||||||
Stock Option [Member] | Market Based Vesting Condition Options [Member] | Oleg Mikulinksy [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted, Shares | 20,000 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Options Granted (Detail) - Service-Based Vesting Condition Options [Member] | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Weighted average values: | ||||
Expected dividends | 0% | 0% | 0% | 0% |
Expected volatility | 53.23% | 49.85% | 53.23% | 49.85% |
Risk free interest rate | 2.74% | 1.35% | 2.74% | 1.35% |
Expected life | 3 years | 6 years | 3 years | 6 years |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) | 6 Months Ended | 12 Months Ended |
May 31, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 52,500 | |
Service-Based Vesting Condition Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at November 30, 2021 | 537,443 | |
Granted | 52,500 | |
Exercised | (10,000) | |
Expired/forfeited | (84,000) | |
Outstanding at May 31, 2022 | 495,943 | 537,443 |
Exercisable at May 31, 2022 | 399,029 | |
Outstanding at November 30, 2021, Weighted Average Exercise Price | $ / shares | $ 5.76 | |
Granted, Weighted Average Exercise Price | $ / shares | 13.20 | |
Exercised, Weighted Average Exercise Price | $ / shares | 3.20 | |
Expired/forfeited, Weighted Average Exercise Price | $ / shares | 6.07 | |
Outstanding at May 31, 2022, Weighted Average Exercise Price | $ / shares | 6.54 | $ 5.76 |
Exercisable at May 31, 2022, Weighted Average Exercise Price | $ / shares | $ 5.39 | |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 5 months 26 days | 5 years 2 months 19 days |
Exercisable at May 31, 2022, Weighted Average Remaining Contractual Term (Years) | 4 years 6 months 7 days | |
Outstanding at November 30, 2021, Aggregate Intrinsic Value | $ | $ 3,564,067 | |
Exercised, Aggregate Intrinsic Value | $ | 87,000 | |
Expired/forfeited, Aggregate Intrinsic Value | $ | 112,875 | |
Outstanding at May 31, 2022, Aggregate Intrinsic Value | $ | 626,540 | $ 3,564,067 |
Exercisable at May 31, 2022, Aggregate Intrinsic Value | $ | $ 626,540 |
Stockholders' Equity - Signific
Stockholders' Equity - Significant Option Groups Outstanding and Exercisable Option and its Price and Contractual Life (Detail) | 6 Months Ended |
May 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Outstanding | shares | 495,943 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 26 days |
Outstanding, Weighted Average Exercise Price | $ 6.54 |
Exercisable, Outstanding | shares | 399,029 |
Exercisable, Weighted Average Exercise Price | $ 5.39 |
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 | 7,500 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 20 days |
Outstanding, Weighted Average Exercise Price | $ 1.95 |
Exercisable, Outstanding | shares | 7,500 |
Exercisable, Weighted Average Exercise Price | $ 1.95 |
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 | 15,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 17 days |
Outstanding, Weighted Average Exercise Price | $ 2.22 |
Exercisable, Outstanding | shares | 15,000 |
Exercisable, Weighted Average Exercise Price | $ 2.22 |
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 | 179,729 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 7 days |
Outstanding, Weighted Average Exercise Price | $ 3.14 |
Exercisable, Outstanding | shares | 179,729 |
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) | 4 years 1 month 2 days |
Outstanding, Weighted Average Exercise Price | $ 6.52 |
Exercisable, Outstanding | shares | 3,833 |
Exercisable, Weighted Average Exercise Price | $ 6.52 |
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 | 199,781 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 15 days |
Outstanding, Weighted Average Exercise Price | $ 7.64 |
Exercisable, Outstanding | shares | 178,445 |
Exercisable, Weighted Average Exercise Price | $ 7.59 |
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 | 29,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 3 days |
Outstanding, Weighted Average Exercise Price | $ 9.37 |
Exercisable, Outstanding | shares | 7,450 |
Exercisable, Weighted Average Exercise Price | $ 9.37 |
Range 7 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 12.01 |
Range of Exercise Prices Maximum | $ 13 |
Outstanding, Outstanding | shares | 16,653 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 23 days |
Outstanding, Weighted Average Exercise Price | $ 12.54 |
Exercisable, Outstanding | shares | 7,072 |
Exercisable, Weighted Average Exercise Price | $ 12.63 |
Range 8 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 13.01 |
Range of Exercise Prices Maximum | $ 14 |
Outstanding, Outstanding | shares | 44,447 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 25 days |
Outstanding, Weighted Average Exercise Price | $ 13.50 |
Exercisable, Outstanding | shares | 0 |
Exercisable, Weighted Average Exercise Price | $ 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Non-Vested Options (Detail) - $ / shares | 6 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Non-vested at November 30, 2021, Shares | 63,034 | |
Granted, Shares | 52,500 | |
Vested, Shares | (14,204) | |
Forfeited, Shares | (4,416) | |
Non-vested at May 31, 2022, Shares | 96,914 | |
Non-vested at November 30, 2021, Weighted Average Grant-Date Fair Value | $ 4.99 | |
Granted, Weighted Average Grant-Date Fair Value | 4.56 | $ 4.56 |
Vested, Weighted Average Grant-Date Fair Value | 5.67 | |
Forfeited, Weighted Average Grant-Date Fair Value | 7.98 | |
Non-vested at May 31, 2022, Weighted Average Grant-Date Fair Value | $ 4.52 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - LifeCell License and Agreement [Member] | May 31, 2022 USD ($) |
License Agreements [Line Items] | |
Royalty income since inception of license and royalty agreement | $ 10,000,000 |
Maximum [Member] | |
License Agreements [Line Items] | |
Royalties receivable annually | 1,000,000 |
Royalties receivable | $ 10,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | |||||
Jun. 10, 2022 USD ($) ft² | Apr. 04, 2022 USD ($) | Mar. 14, 2022 USD ($) ft² | Feb. 28, 2022 | Jun. 15, 2022 USD ($) | Mar. 16, 2022 USD ($) ft² | |
Commitment And Contingencies [Line Items] | ||||||
Contract with Customer, Asset, Purchase | $ 11,200,000 | |||||
Area of Land | ft² | 8,800 | 56,000 | ||||
Initial Earnest Deposit Transferred | $ 200,000 | |||||
Expected Days to Complete Construction | 90 days | |||||
Stock Issued During Period, Value, New Issues | $ 20,000,000 | |||||
Additional deposit transferred | $ 50,000 | |||||
Purchase and sale price of improved real property | $ 1,850,000 | |||||
Deposit transferred to escrow | $ 50,000 | |||||
Construction in Progress [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Area of Land | ft² | 56,000 | |||||
Minimum [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Employee agreements period | 1 year | |||||
Maximum [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Employee agreements period | 2 years |
Share Repurchase Plan - Additio
Share Repurchase Plan - Additional Information (Detail) - $ / shares | 6 Months Ended | 126 Months Ended | |||||||
Jun. 14, 2022 | May 31, 2022 | May 31, 2021 | May 31, 2022 | Nov. 30, 2021 | 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 | 6,276,282 | 6,276,282 | 6,113,956 | ||||||
Common Stock [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Treasury stock, shares | 6,276,282 | 6,276,282 | |||||||
Repurchase agreement, purchase price per share | $ 8.78 | $ 3.54 | |||||||
Number of shares repurchased | 162,326 | 0 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Repurchase agreement, purchase price per share | $ 6.10 | ||||||||
Number of shares repurchased | 18,700 |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities (Detail) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Assets | ||
Operating lease right-of-use asset | $ 762,617 | $ 916,493 |
Liabilities | ||
Current portion of operating lease liabilities | 315,042 | 312,067 |
Operating lease long term liabilities | 453,979 | 610,989 |
Total lease liability | $ 769,021 | $ 923,056 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Company's Lease Liabilities (Detail) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Lessee Operating Lease Liability Maturity [Abstract] | ||
2022 (remaining 6 months) | $ 170,235 | |
2023 | 313,996 | |
2024 | 295,086 | |
2025 | 24,591 | |
Less: Imputed interest | (34,887) | |
Total lease liability | $ 769,021 | $ 923,056 |
Leases - Summary of Remaining L
Leases - Summary of Remaining Lease Term and Discount Rates (Detail) | May 31, 2022 | Nov. 30, 2021 |
Disclosure Of Remaining Lease Term And Discount Rates [Abstract] | ||
Operating lease, Remaining lease term (years) | 2 years 6 months 29 days | 3 years 29 days |
Operating lease, Discount rate (percentage) | 3.50% | 3.50% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Disclosure Of Supplemental Cash Flow Information Related To Leases [Abstract] | ||||
Operating cash outflows from operating leases | $ 85,964 | $ 75,564 | $ 171,928 | $ 147,130 |
Patent Option and Technology _2
Patent Option and Technology License Agreement - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 04, 2022 USD ($) | Feb. 23, 2021 USD ($) | Dec. 01, 2020 USD ($) | Jun. 30, 2020 USD ($) | May 31, 2022 USD ($) ft² | May 31, 2021 USD ($) | May 31, 2022 USD ($) ft² | May 31, 2021 USD ($) | Feb. 28, 2022 | Feb. 28, 2021 USD ($) shares | |
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Long-term line of credit | $ 350,000 | |||||||||
Line of credit facility | $ 150,000 | $ 150,000 | ||||||||
Revenue | $ 7,633,217 | $ 7,205,195 | $ 14,891,748 | $ 14,065,812 | ||||||
Duke University [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
License fee payable | $ 12,000,000 | |||||||||
Milestone payments first phase III clinical trial | $ 2,000,000 | $ 2,000,000 | ||||||||
Capitalized costs to obtain agreement | $ 15,372,382 | |||||||||
Present value of license fee | 12,000,000 | |||||||||
Number of common stock value transferred | $ 3,585,172 | |||||||||
Number of common stock shares transferred | shares | 409,734 | |||||||||
Capitalized costs amortization period | 16 years | |||||||||
Amortization expense | $ 240,194 | $ 240,193 | $ 480,387 | $ 240,193 | ||||||
Duke University [Member] | 5.0% upon Execution of the Agreement [Member] | Fully Diluted Equity Ownership | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 5% | |||||||||
Duke University [Member] | 2.5% Market Cap [Member] | Fully Diluted Equity Ownership | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 2.50% | |||||||||
Duke University [Member] | Minimum [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Royalties Percentage Portion of Net Sales | 7% | |||||||||
Duke University [Member] | Minimum [Member] | 2.5% Market Cap Triggers with 18 Months [Member] | Fully Diluted Equity Ownership | ||||||||||
Patent Option And Technology License 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 And Technology License Agreement [Line Items] | ||||||||||
Average Closing Market Capital | $ 500,000,000 | |||||||||
Duke University [Member] | Maximum [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Royalties Percentage Portion of Net Sales | 12.50% | |||||||||
Duke University [Member] | Within Fourteen (14) days of February 23, 2021 | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
License fee payable | $ 10,000,000 | |||||||||
Duke University [Member] | Second Anniversary [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
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] | Third Anniversary [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Minimum Annual Royalties Due Year Three | 500,000 | |||||||||
Minimum Annual Royalties Due Year Four | 1,000,000 | |||||||||
Minimum Annual Royalties Due Year Five | 2,500,000 | |||||||||
Minimum Annual Royalties Due Year Six | 5,000,000 | |||||||||
Minimum Annual Royalties Due After Year Six | $ 5,000,000 | |||||||||
Duke University [Member] | Licensed Product and Licensed Process [Member] | ||||||||||
Patent Option And Technology License Agreement [Line Items] | ||||||||||
Area of medical condominium building | ft² | 56,000 | 56,000 | ||||||||
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 And Technology License 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 And Technology License Agreement [Line Items] | ||||||||||
Common Stock Equal Full Diluted Equity Ownership Outstanding Percentage | 2.50% | |||||||||
Revenue | $ 75,000,000 |
Cancellation of Revenue Sharing
Cancellation of Revenue Sharing Agreement - Additional Information (Detail) - USD ($) | May 31, 2022 | Nov. 30, 2021 |
Termination Of Agreement [Line Items] | ||
Accrued expenses | $ 2,074,987 | $ 3,057,386 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) | Jun. 10, 2022 ft² | Apr. 04, 2022 USD ($) | Mar. 14, 2022 USD ($) ft² | Apr. 08, 2022 shares | Mar. 16, 2022 USD ($) ft² |
Subsequent Event [Line Items] | |||||
Purchase price of contract assets | $ 11,200,000 | ||||
Area of land | ft² | 8,800 | 56,000 | |||
Public offering of common stock | $ 20,000,000 | ||||
Initial earnest deposit transferred | $ 200,000 | ||||
Expected Days to Complete Construction | 90 days | ||||
2022 Equity Incentive Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock for issuance pursuant to stock options or restricted stock | shares | 1,500,000 | ||||
Under Construction [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of land | ft² | 56,000 |