Cover Page
Cover Page - shares | 3 Months Ended | |
Feb. 29, 2020 | Apr. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 29, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --11-30 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Trading Symbol | CCEL | |
Entity Central Index Key | 0000862692 | |
Entity Registrant Name | CRYO CELL INTERNATIONAL INC | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Address, State or Province | FL | |
Title of 12(b) Security | Common Stock | |
Entity Common Stock, Shares Outstanding | 7,545,613 | |
Security Exchange Name | NONE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 8,415,639 | $ 6,541,037 |
Marketable securities | 959,001 | 904,053 |
Accounts receivable (net of allowance for doubtful accounts of $2,631,883 and $2,584,091, respectively) | 5,766,684 | 6,097,331 |
Prepaid expenses | 451,672 | 500,260 |
Inventory, current portion | 1,102,824 | 1,084,533 |
Other current assets | 199,064 | 260,397 |
Total current assets | 16,894,884 | 15,387,611 |
Property and Equipment-net | 1,774,587 | 1,846,467 |
Other Assets | ||
Intangible assets, net | 1,232,338 | 1,249,254 |
Inventory, net of current portion | 12,557,315 | 12,646,000 |
Goodwill | 1,941,411 | 1,941,411 |
Deferred tax assets | 9,079,994 | 9,079,994 |
Operating lease right-of-use asset | 496,284 | |
Deposits and other assets, net | 445,633 | 427,423 |
Total other assets | 26,060,975 | 25,652,082 |
Total assets | 44,730,446 | 42,886,160 |
Current Liabilities | ||
Accounts payable | 1,381,242 | 1,369,111 |
Accrued expenses | 2,713,807 | 2,085,180 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Current portion of operating lease liability | 264,798 | |
Deferred revenue | 8,610,304 | 8,875,138 |
Total current liabilities | 16,070,151 | 15,429,429 |
Other Liabilities | ||
Deferred revenue, net of current portion | 24,454,967 | 23,633,373 |
Contingent consideration | 3,443,645 | 3,495,057 |
Note payable, net of current portion and debt issuance costs | 5,105,633 | 5,856,152 |
Operating lease long-term liability | 231,677 | |
Long-term liability - revenue sharing agreements | 1,425,000 | 1,425,000 |
Total other liabilities | 34,660,922 | 34,409,582 |
Total liabilities | 50,731,073 | 49,839,011 |
Commitments and contingencies (Note 10) | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Common stock ($.01 par value, 20,000,000 authorized; 13,633,638 issued and 7,545,613 outstanding as of February 29, 2020 and 13,598,909 issued and 7,510,884 outstanding as of November 30, 2019) | 136,336 | 135,989 |
Additional paid-in capital | 36,183,738 | 35,918,827 |
Treasury stock, at cost | (20,563,357) | (20,563,357) |
Accumulated deficit | (21,757,344) | (22,444,310) |
Total stockholders' deficit | (6,000,627) | (6,952,851) |
Total liabilities and stockholders' deficit | 44,730,446 | 42,886,160 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Tianhe Stem Cell Biotechnologies Inc [Member] | ||
Other Assets | ||
Investment | $ 308,000 | $ 308,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 2,631,883 | $ 2,584,091 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 13,633,638 | 13,598,909 |
Common stock, shares outstanding | 7,545,613 | 7,510,884 |
Series A Junior Participating Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Revenue | $ 7,620,774 | $ 7,495,112 |
Costs and Expenses: | ||
Cost of sales | 2,503,144 | 2,466,227 |
Selling, general and administrative expenses | 3,870,029 | 3,745,302 |
Change in fair value of contingent consideration | (51,412) | 367,057 |
Research, development and related engineering | 5,722 | 5,884 |
Depreciation and amortization | 44,221 | 56,980 |
Total costs and expenses | 6,371,704 | 6,641,450 |
Operating Income | 1,249,070 | 853,662 |
Other Expense: | ||
Unrealized gains (losses) on marketable securities | 54,948 | (67,179) |
Other income (expense) | 627 | 986 |
Interest expense | (365,299) | (406,925) |
Total other expense | (309,724) | (473,118) |
Income before income tax expense | 939,346 | 380,544 |
Income tax expense | (252,380) | (104,667) |
Net Income and Comprehensive Income | $ 686,966 | $ 275,877 |
Net income per common share—basic | $ 0.09 | $ 0.04 |
Weighted average common shares outstanding—basic | 7,541,113 | 7,801,333 |
Net income per common share—diluted | $ 0.08 | $ 0.03 |
Weighted average common shares outstanding—diluted | 8,128,257 | 8,424,905 |
Processing and Storage Fees [Member] | ||
Revenue | $ 7,406,288 | $ 7,335,027 |
Public Banking [Member] | ||
Revenue | 154,079 | 134,365 |
Product [Member] | ||
Revenue | $ 60,407 | $ 25,720 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 686,966 | $ 275,877 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 95,757 | 104,870 |
Change in fair value of contingent consideration | (51,412) | 367,057 |
Unrealized gains (losses) on marketable securities | (54,948) | 67,179 |
Compensatory element of stock options | 224,258 | 138,982 |
Provision for doubtful accounts | 152,991 | 240,643 |
Amortization of debt issuance costs | 24,481 | 29,894 |
Amortization of operating lease right-of-use asset | 66,491 | |
Changes in assets and liabilities: | ||
Accounts receivable | 177,656 | (67,470) |
Prepaid expenses | 48,588 | 1,261 |
Inventory | 70,394 | (96,712) |
Other current assets | 61,333 | 49,570 |
Deposits and other assets, net | (18,210) | 68,250 |
Accounts payable | 12,131 | (251,261) |
Accrued expenses | 628,627 | 217,220 |
Operating lease liability | (66,300) | |
Deferred revenue | 556,760 | 708,682 |
Net cash provided by operating activities | 2,615,563 | 1,854,042 |
Cash flows used in investing activities: | ||
Purchases of property and equipment | (6,961) | (49,085) |
Net cash used in investing activities | (6,961) | (49,085) |
Cash flows from financing activities: | ||
Repayments of note payable | (775,000) | (774,999) |
Proceeds from the exercise of stock options | 41,000 | 5,700 |
Net cash used in financing activities | (734,000) | (769,299) |
Increase in cash and cash equivalents | 1,874,602 | 1,035,658 |
Cash and cash equivalents - beginning of period | 6,541,037 | 6,040,033 |
Cash and cash equivalents - end of period | 8,415,639 | 7,075,691 |
Supplemental non-cash operating activities: | ||
Operating lease right-of-use asset recorded due to adoption of ASC 842 | 562,775 | |
Operating lease liability recorded due to adoption of ASC 842 | $ 562,775 | |
Supplemental non-cash investing activities: | ||
Cumulative-effect adjustment due to the adoption of ASU 2016-01 | $ (340,984) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Beginning balance at Nov. 30, 2018 | $ (8,908,298) | $ 135,964 | $ 35,515,382 | $ (19,571,113) | $ 340,984 | $ (25,329,515) |
Beginning balance, shares at Nov. 30, 2018 | 13,596,409 | |||||
Common stock issued | 5,700 | $ 25 | 5,675 | |||
Common stock issued, shares | 2,500 | |||||
Compensatory element of stock options | 138,982 | 138,982 | ||||
Cumulative-effect adjustment due to the adoption of ASU 2016-01 | 341,000 | |||||
Cumulative-effect adjustment due to the adoption of ASU 2016-01 | Accounting Standards Update 2016-01 [Member] | (340,984) | 340,984 | ||||
ASC 606 adoption adjustment, net of tax | 253,447 | 253,447 | ||||
Net income | 275,877 | 275,877 | ||||
Ending balance at Feb. 28, 2019 | (8,234,292) | $ 135,989 | 35,660,039 | (19,571,113) | 0 | (24,459,207) |
Ending balance, shares at Feb. 28, 2019 | 13,598,909 | |||||
Beginning balance at Nov. 30, 2019 | (6,952,851) | $ 135,989 | 35,918,827 | (20,563,357) | 0 | (22,444,310) |
Beginning balance, shares at Nov. 30, 2019 | 13,598,909 | |||||
Common stock issued | 41,000 | $ 347 | 40,653 | |||
Common stock issued, shares | 34,729 | |||||
Compensatory element of stock options | 224,258 | 224,258 | ||||
Net income | 686,966 | 686,966 | ||||
Ending balance at Feb. 29, 2020 | $ (6,000,627) | $ 136,336 | $ 36,183,738 | $ (20,563,357) | $ 0 | $ (21,757,344) |
Ending balance, shares at Feb. 29, 2020 | 13,633,638 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) | 3 Months Ended |
Feb. 28, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Cumulative Effect on Retained Earnings, Tax | $ 94,192 |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Significant Accounting Policies | Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies Cryo-Cell International, Inc. (“the Company” or “Cryo-Cell”) was incorporated in Delaware on September 11, 1989 and is headquartered in Oldsmar, Florida. The Company is organized in three reportable segments, cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use, the manufacture of PrepaCyte ® the processing technology used to process umbilical cord blood stem cells and cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenues recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue recognized for the cryogenic storage of umbilical cord blood stem cells for public use is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. The unaudited consolidated financial statements including the Consolidated Balance Sheets as of February 29, 2020, the related Consolidated Statements of Comprehensive Income, Cash Flows and Stockholders’ Deficit for the three months ended February 29, 2020 and February 28, 2019 have been prepared by Cryo-Cell International, Inc. and its subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain financial information and note disclosures, which are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2019 Annual Report on Form 10-K. Revenue Recognition Effective December 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer (“transaction price”). At contract inception, if the contract is determined to be within the scope of ASC 606, the Company evaluates its contracts with customers using the five-step model: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company evaluates its contracts for legal enforceability at contract inception and subsequently throughout the Company’s relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both the Company and the customer, then the Company has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. The Company only applies the five-step model to contracts when it is probable that collection of the consideration that the Company is entitled to in exchange for the goods or services being transferred to the customer, will occur. 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 one-year catch-up Performance Obligations At contract inception, the Company assesses the goods and services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the following distinct goods and services represent separate performance obligations involving the sale of its umbilical cord blood product: • Collection and processing services • Storage services • Public cord blood banking • License and royalties • Sale of PrepaCyte CB product a) Processing 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 lifetime . The lifetime 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 lifetime storage fees that are being recognized over the contractual storage period as well as royalties received from foreign licensees relating to long-term storage contracts for which the Company has future obligations under the license agreement. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Significant financing When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. For all plans being annual, twenty-one years one-time twenty-one prepaid prepaid twenty-one The Company has determined that the majority of plans that are paid over time are paid in less than a year. When considered over a twenty-four-month payment plan, the difference between the cash selling price and the consideration paid is nominal. As such, the Company believes that its payment plans do not include significant financing components as they are not significant in the aggregate when considered in the context of all contracts entered into nor significant at the individual contract level. The Company elected to apply the practical expedient where the Company does not need to assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. As of February 29, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $33,065,271, which will be recognized ratably on a straight-line basis over the contractual period of which $8,610,304 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, Prepa C TM myeloablative transplant procedure. The product warranty and the Cryo-Cell Cares TM 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 With the adoption of ASC 606 as of December 1, 2018, the Company capitalizes commissions that are incremental in obtaining customer contracts and the costs incurred to fulfill a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. These costs are deferred in other current or long-term assets and are expensed to selling, general and administrative expenses as the Company satisfies the performance obligations by transferring the service to the customer. These assets will be periodically assessed for impairment. As a practical expedient, the Company elected to recognize the incremental costs of obtaining its annual contracts as an expense when incurred, as the amortization period of the asset recognized would have been one year. The Company has determined that payments under the Company’s refer-a-friend b) Public B R 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 R I 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 H The Company elected to apply the practical expedient to account for shipping and handling activities performed after the control of a good has been transferred to the customer as a fulfillment cost. Shipping and handling costs that the Company incurs are therefore expensed and included in cost of sales. The adoption of ASC 606 did not have an impact on the timing of revenue recognition for any of the Company’s revenue streams. Disaggregation of Revenue The following table provides information about disaggregated revenue by products and services: Three months ended February 29, 2020 February 28, 2019 Processing and storage fees $ 7,406,288 $ 7,335,027 Public banking revenue 154,079 134,365 Product revenue 60,407 25,720 $ 7,620,774 $ 7,495,112 The following table provides information about assets and liabilities from contracts with customers: February 29, 2020 November 30, 2019 Contract assets (sales commissions) $ 416,745 $ 398,535 Accounts receivables $ 5,766,684 $ 6,097,331 Short-term contract liabilities (deferred revenue) $ 8,610,304 $ 8,875,138 Long-term contract liabilities (deferred revenue) $ 24,454,967 $ 23,633,373 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 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 29, 2020: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 398,535 $ 23,320 ($ 5,110 ) $ 416,745 Accounts receivables $ 6,097,331 $ 8,438,904 ($ 8,769,551 ) $ 5,766,684 Contract liabilities (deferred revenue) $ 32,508,511 $ 4,142,651 ($ 3,585,891 ) $ 33,065,271 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2019: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 329,231 $ 20,954 ($ 4,428 ) $ 345,757 Accounts receivables $ 5,867,335 $ 9,017,603 ($ 9,190,776 ) $ 5,694,162 Contract liabilities (deferred revenue) $ 28,682,515 $ 4,467,979 ($ 3,759,297 ) $ 29,391,197 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 Inventories As part of the Asset Purchase Agreement, (see Note 2), the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of February 29, 2020, the Company had approximately 6,000 cord blood units in inventory. These units are valued at the lower of cost or net realizable value. Costs include the cost of collecting, transporting, processing and storing the unit. Costs charged by Duke for their Duke Services are based on a monthly fixed fee for processing and storing 12 blood units per month. The Company computes the cost per unit for these Duke Services and capitalizes the unit cost on all blood units shipped and stored in a year at Duke. If the Company ships and stores less than 144 blood units with Duke in a one-year 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 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. For the three months ended February 29, 2020 and February 28, 2019, 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. Goodwill Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use (Note 2) 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 two-step Leases Effective December 1, 2019, the Company adopted ASU 2016-02, 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 Operating lease liabilities and their corresponding right-of-use The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Stock Compensation As of February 29, 2020, the Company has two stock-based compensation plans, which are described in Note 8 to the consolidated financial statements. The Company’s stock-based employee compensation plan that became effective December 1, 2011 was approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $224,000 and $139,000 for the three months ended February 29, 2020 and February 28, 2019, respectively, of stock-based compensation expense. The Company recognizes stock-based compensation based on the fair value of the related awards. Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of service-based vesting condition and performance-based vesting condition stock option awards is determined using the Black-Scholes valuation model. For stock option awards with only service-based vesting conditions and graded vesting features, the Company recognizes stock compensation expense based on the graded-vesting method. To value awards with market-based vesting conditions the Company uses a binomial valuation model. The Company recognizes compensation cost for awards with market-based vesting conditions on a graded-vesting basis over the derived service period calculated by the binomial valuation model. The use of these valuation models involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The estimation of stock awards that will ultimately vest requires judgment and to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period they become known. The Company considered many factors when estimating forfeitures, including the recipient groups and historical experience. Actual results and future changes in estimates may differ substantially from current estimates. The Company issues performance-based equity awards which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously stock-recognized stock-based compensation expense is reversed. The Company issues equity awards with market-based vesting conditions which vest upon the achievement of certain stock price targets. If the awards are forfeited prior to the completion of the derived service period, any recognized compensation is reversed. If the awards are forfeited after the completion of the derived service period, the compensation cost is not reversed, even if the awards never vest. Fair Value of Financial Instruments Management uses a fair value hierarchy, which gives the highest priority to quoted prices in active markets. The fair value of financial instruments is estimated based on market trading information, where available. Absent published market values for an instrument or other assets, management uses observable market data to arrive at its estimates of fair value. Management believes that the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company believes that the fair value of its Revenue Sharing Agreements (”RSA”) liability recorded on the balance sheet is between the recorded book value and up to the Company’s previous settlement experience, due to the various terms and conditions associated with each RSA. The Company uses an accounting standard that defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of February 29, 2020 and November 30, 2019, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable Securities $ 959,001 $ 959,001 — — $ 959,001 $ 959,001 — — Liabilities: Contingent consideration $ 3,443,645 $ — — $ 3,443,645 Total $ 3,443,645 $ — — $ 3,443,645 Contingent Consideration: Beginning Balance as of November 30, 2019 $ 3,495,057 Additions – Cord:Use earnout — Fair value adjustment as of February 29, 2020 (51,412 ) Ending balance as of February 29, 2020 $ 3,443,645 Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable securities $ 904,053 $ 904,053 — — $ 904,053 $ 904,053 — — Liabilities: Contingent consideration $ 3,495,057 $ — — $ 3,495,057 Total $ 3,495,057 $ — — $ 3,495,057 The following is a description of the valuation techniques used for these items, as well as the general classification of such items pursuant to the fair value hierarchy: Marketable securities 2016-01, available-for-sale accumulated deficit of were not restated for the impact Contingent consideration - 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 Cares TM In December 2005, the Company began providing its customers that enrolled after December 2005 a payment warranty under which the Company agrees to pay $50,000 to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions. Effective February 1, 2012, the Company increased the $50,000 payment warranty to a $75,000 payment warranty to all of its new clients. Effective June 1, 2017, the Company increased the payment warranty to $100,000 to all new clients who choose the premium processing method, PrepaCyte CB . Additionally, under the Cryo-Cell CaresTM program, the Company will pay $10,000 to the client to offset personal expenses if the umbilical cord blood product is used for bone marrow reconstitution in a myeloblative transplant procedure. The product warranty and the Cryo-Cell Cares program are 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 |
Goodwill
Goodwill | 3 Months Ended |
Feb. 29, 2020 | |
Business Combination, Goodwill [Abstract] | |
Goodwill | Note 2 – Goodwill On June 11, 2018, Cryo-Cell completed its acquisition of substantially all of the assets (the “Cord Purchase”) 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 inventory of public cord blood units existing as of the closing date (the “Public Cord Blood Inventory”) and Cord:Use’s shares of common stock of Tianhe Stem Cell Biotechnologies, Inc., an Illinois corporation (the “Tianhe Capital Stock”). Cord:Use was in the business of public and private cord blood and tissue, collection, processing, storage and banking. The aggregate consideration payable at closing under the Purchase Agreement was $14,000,000, with $10,500,000 paid in cash and the balance paid through the delivery to Seller of 465,426 shares of Cryo-Cell’s common stock, par value $0.01 per share (“Common Stock”), at $7.52 per share. In addition, Cryo-Cell assumed certain limited liabilities incurred by Cord:Use in connection with its business that were unpaid as of the closing date and that directly relate to the services to be provided after closing by Cryo-Cell. Cryo-Cell also assumed certain of Cord:Use’s contracts and the obligations arising therefrom after the closing. Additionally, Cord:Use is entitled to an earnout from Cryo-Cell’s sale of the public cord blood inventory from and after closing. Each calendar year after the closing, Cryo-Cell will pay to Cord:Use 75% of all gross revenues, net of any returns, received from the sale of public cord blood inventory in excess of $500,000. Such payments will be made quarterly, within 30 days of the end of the last month of each calendar quarter, until the public cord blood inventory is exhausted. In addition, each calendar year after closing, until the public cord blood inventory is exhausted, for every $500,000 of retained gross revenues, net of any returns, received and retained by Cryo-Cell in excess of the initial $500,000 retained by Cryo-Cell during such year, Cryo-Cell will deliver $200,000 worth of Cryo-Cell Common stock to Cord:Use, up to an aggregate value of $5,000,000. Cord:Use is also entitled to a portion of the gross profits generated, or deemed to have been generated, by Cryo-Cell from its ownership of the Tianhe Capital Stock. Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use (Note 2) 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 two-step The annual impairment assessment was performed as of September 1, 2019. The Company concluded that there was no impairment the assets acquired from Cord:Use. As of both February 29, 2020 and November 30, 2019 goodwill is reflected at $1,941,411 on the consolidated balance sheets. The operating results of Cord:Use have been included in the consolidated statements of comprehensive income since the date of the acquisition. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Feb. 29, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 3 Segment Reporting During the third quarter of fiscal 2018, the Company purchased the assets and assumed contracts that Cord:Use used in the operation of its cord blood business (See Note 2). The Company evaluated and determined that this acquisition qualifies as a separate segment. The Company is organized in three reportable segments: 1. The cellular processing and cryogenic storage of umbilical cord blood and cord tissue stem cells for family use. Revenue is generated from the initial processing and testing fees and the annual storage fees charged each year for storage (the “Umbilical cord blood and cord tissue stem cell service”). 2. The manufacture of PrepaCyte® CB units, the processing technology used to process umbilical cord blood stem cells. Revenue is generated from the sales of the PrepaCyte® CB units (the “PrepaCyte®-CB”). 3. The cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenue is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States, and around the world. The following table shows, by segment: net revenue, cost of sales, depreciation and amortization, operating profit, interest expense, and income tax (expense) benefit for the three months ended February 29, 2020 and February 28, 2019: For the three For the three months Net revenue Umbilical cord blood and cord tissue stem cell service $ 7,406,288 $ 7,335,027 PrepaCyte®-CB 60,407 25,720 Public cord blood banking 154,079 134,365 Total net revenue $ 7,620,774 $ 7,495,112 Cost of sales Umbilical cord blood and cord tissue stem cell service $ 2,055,075 $ 2,038,616 PrepaCyte®-CB 41,117 160,006 Public cord blood banking 406,952 267,605 Total cost of sales $ 2,503,144 $ 2,466,227 Depreciation and amortization Umbilical cord blood and cord tissue stem cell service $ 37,327 $ 47,917 PrepaCyte®-CB 6,894 9,063 Public cord blood banking — — Total depreciation and amortization $ 44,221 $ 56,980 Operating income Umbilical cord blood and cord tissue stem cell service $ 1,489,548 $ 1,130,251 PrepaCyte®-CB 12,396 (143,349 ) Public cord blood banking (252,874 ) (133,240 ) Total operating income $ 1,249,070 $ 853,662 Interest expense Umbilical cord blood and cord tissue stem cell service $ 365,299 $ 406,925 PrepaCyte®-CB — — Public cord blood banking — — Total interest expense $ 365,299 $ 406,925 Income tax expense Umbilical cord blood and cord tissue stem cell service $ 252,380 $ 104,667 PrepaCyte®-CB — — Public cord blood banking — — Total income tax expense $ 252,380 $ 104,667 The following table shows the assets by segment as of February 29, 2020 and November 30, 2019: As of February 29, As of November 30, 9 Assets Umbilical cord blood and cord tissue stem cell service $ 31,001,108 $ 28,975,002 PrepaCyte®-CB 270,095 289,804 Public cord blood banking 13,459,243 13,621,354 Total assets $ 44,730,446 $ 42,886,160 |
Inventory
Inventory | 3 Months Ended |
Feb. 29, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 – Inventory Inventory is comprised of public cord blood banking specimens, collection kits, finished goods, work-in-process February 29, 2020 November 30, 2019 Raw materials $ — $ — Work-in-process 148,918 149,972 Work-in-process — — Finished goods 64,203 52,451 Finished goods – Public Bank 13,403,049 13,491,375 Collection kits 51,687 44,453 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 13,660,139 $ 13,730,533 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Feb. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5– Intangible Assets The Company incurs certain legal and related costs in connection with patent and trademark applications. If a future economic benefit is anticipated from the resulting patent or trademark or an alternate future use is available to the Company, such costs are capitalized and amortized over the expected life of the patent or trademark. The Company’s assessment of future economic benefit involves considerable management judgment. A different conclusion could result in the reduction of the carrying value of these assets. Intangible assets were as follows as of February 29, 2020 and November 30, 2019: Useful lives February 29, 2020 November 30, 2019 Patents and Domain Names 10-20 years $ 234,570 $ 234,570 Less: Accumulated amortization (38,431 ) (35,526 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (161,007 ) (155,194 ) Customer relationships-PrepaCyte ® CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (6,527 ) (6,329 ) Brand 31,000 31,000 Less: Accumulated amortization (31,000 ) (31,000 ) Customer relationships – Cord:Use 960,000 960,000 Less: Accumulated amortization (56,000 ) (48,000 ) Net Intangible Assets $ 1,232,338 $ 1,249,254 Amortization expense of intangibles was approximately $17,000 and $27,000 for the three months ended February 29, 2020 and February 28, 2019, respectively. |
Note Payable
Note Payable | 3 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 6– Note Payable On May 20, 2016, the Company entered into a Credit Agreement (“Agreement”) with Texas Capital Bank, National Association (“TCB”) for a term loan of $8.0 million in senior credit facilities. The proceeds of the term loan were used by the Company to fund repurchases of the Company’s common stock. Subject to the terms of the Agreement, on May 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated May 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021. On August 26, 2016, the Company entered into a First Amendment to Credit Agreement with TCB. Pursuant to terms of the First Amendment to Credit Agreement, on August 26, 2016, TCB made an additional advance to the Company in principal amount of $2,133,433 per an Amended and Restated Promissory Note dated August 26, 2016 between the Company and TCB. The additional proceeds of the term loan were used by the Company to fund the extinguishment of revenue sharing agreements. On June 11, 2018, the Company entered into a Second Amendment to Credit Agreement with TCB. Pursuant to the terms of the Second Amendment to Credit Agreement, TCB increased the current outstanding principal amount of the loan from TCB by $9,000,000 to finance a portion of the purchase price of the Cord:Use Purchase. In connection therewith, Cryo-Cell executed and delivered to TCB a Second Amended and Restated Promissory Note, in the principal amount of $15,500,000. As of the three months ended February 29, 2020 and February 28, 2019, the Company paid interest of $109,780 and $180,244 respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive income. Collateral of the term and subordinated loans includes all money, securities and property of the Company. The Company incurred debt issuance costs related to the term and subordinated loans in the amount of $548,085 which is recorded as a direct reduction of the carrying amount of the note payable and amortized over the life of the loan. As of the three months ended February 29, 2020 and February 28, 2019, $24,481 and $29,894, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of comprehensive income. As of February 29, 2020 and November 30, 2019, the note payable obligation was as follows: February 29, 2020 November 30, 2019 Note payable $ 8,333,433 $ 9,108,433 Unamortized debt issuance costs (127,800 ) (152,281 ) Net note payable $ 8,205,633 $ 8,956,152 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 5,105,633 5,856,152 Total $ 8,205,633 $ 8,956,152 Interest expense on the note payable for the three months ended February 29, 2020 and February 28, 2019 was as follows: February 29, 2020 February 28, 2019 Interest expense on notes payable $ 109,780 $ 180,244 Debt issuance costs 24,481 29,894 Total interest expense $ 134,261 $ 210,138 |
Income per Common Share
Income per Common Share | 3 Months Ended |
Feb. 29, 2020 | |
Earnings Per Share [Abstract] | |
Income per Common Share | Note 7 –Income per Common Share The following table sets forth the calculation of basic and diluted earnings per share: For the three months ended For the three months ended Numerator: Net Income $ 686,966 $ 275,877 Denominator: Weighted-average shares outstanding-basic 7,541,113 7,801,333 Dilutive common shares issuable upon exercise of stock options 587,144 623,572 Weighted-average shares-diluted 8,128,257 8,424,905 Earnings (Loss) per share: Basic $ 0.09 $ 0.04 Diluted $ 0.08 $ 0.03 For the three months ended February 29, 2020, the Company excluded the effect of 232,737 outstanding stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. For the three months ended February 28, 2019, the Company excluded the effect of 51,636 outstanding stock options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 – Stockholders’ Equity The Company maintains the 2006 Stock Incentive Plan (the “2006 Plan”) under which it has reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, stock-appreciation rights (commonly referred to as “SARs”) and stock awards (i.e. performance options to purchase shares and performance units). As of February 29, 2020, and November 30, 2019, there were 305,000 and 325,000 options issued, but not yet exercised, under the 2006 Plan, respectively. As of February 29, 2020, there were 0 shares available for future issuance under the 2006 Plan. The Company maintains the 2012 Equity Incentive Plan (the “2012 Plan”) which became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting on July 10, 2012. The 2012 Plan originally reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, SARs, and other stock awards (i.e. performance shares and performance units). In May 2012, the Board of Directors approved an amendment to the 2012 Plan to increase the number of shares of the Company’s common stock reserved for issuance to 2,500,000 shares. In October 2019, the Board of Directors approved amendments to the plan, subject to ratification by the stockholders, which occurred at the Company’s 2019 Annual Meeting of Stockholders on November 21, 2019. See the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 29, 2019 in connection with the Company’s 2019 Annual Meeting (the “2019 Proxy Statement”). As of February 29, 2020, there were 808,243 service-based options issued, 129,729 service-based restricted common shares granted, 530,851 performance-based and 116,218 market-based restricted common shares granted under the 2012 Plan. As of February 29, 2020, there were 622,510 shares available for future issuance under the 2012 Plan. Service-based vesting condition options The fair value of each option award is estimated on the date of the grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s stock over the most recent period commensurate with the expected life of the Company’s stock options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of options granted to employees is based upon historical exercise data. Expected dividends are based on the historical trend of the Company not issuing dividends. There were 44,969 and 0 options granted during the three months ended February 29, 2020 and February 28, 2019, respectively. Variables used to determine the fair value of the options granted for the three months ended February 29, 2020 are as follows: Three months ended February 29, 2020 Weighted average values: Expected dividends 0 % Expected volatility 64.25 % Risk free interest rate 1.90 % Expected life 9.0 years Stock option activity for the three months ended February 29, 2020, was as follows: Options Weighted Weighted Aggregate Outstanding at November 30, 2019 1,089,774 $ 3.30 3.91 $ 4,648,111 Granted 44,969 7.26 813 Exercised (20,000 ) 2.05 102,800 Expired/forfeited — — — Outstanding at February 29, 2020 1,114,743 $ 3.49 3.94 $ 4,192,762 Exercisable at February 29, 2020 1,006,623 $ 3.06 3.39 $ 4,191,626 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 For the three months ended February 29, 2020, the Company issued 20,000 common shares to an option holder who exercised options for $41,000. For the three months ended February 28, 2019, the Company issued 2,500 common shares to an option holder who exercised options for $5,700. Significant option groups exercisable at February 29, 2020 and related price and contractual life information are as follows: Outstanding Exercisable Range of Exercise Outstanding Weighted Weighted Outstanding Weighted $1.01 to $2.00 422,500 1.85 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 1.85 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 5.98 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 6.35 $ 6.52 2,111 $ 6.51 $7.01 to $8.00 238,681 7.99 $ 7.57 132,283 $ 7.62 1,114,743 3.94 $ 3.49 1,006,623 $ 3.06 A summary of the status of the Company’s non-vested Options Weighted Average Non-vested 125,234 $ 4.70 Granted 44,969 5.03 Vested (62,083 ) 4.51 Forfeited — — Non-vested 108,120 $ 4.95 As of February 29, 2020, there was approximately $521,000 of total unrecognized compensation cost related to non-vested 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. Co-CEOs non-vested Performance and market-based vesting condition options Per the 2018 Employment Agreements, based upon certain performance criteria, the Company shall grant David Portnoy and Mark Portnoy a percentage of up to 47,273 and 40,000, respectively, of qualified stock options of the Company’s common stock. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach. During fiscal 2019, 15,756 and 13,332, respectively, of qualified stock options were forfeited as certain market conditions were not met by the end of the requisite service period. The fair value of these options expensed as of the three months ended February 28, 2019 was approximately $45,000 and is reflected as selling, general and administrative expenses in the accompanying consolidated statement of comprehensive income. There were no market-based vesting condition options for the three months ended February 29, 2020. For performance-based vesting condition options, the Company estimates the fair value of the qualified stock options that met certain performance targets by the end of the fiscal 2018 requisite service period using a Black-Scholes valuation model. As of August 30, 2019, the Company granted David Portnoy and Mark Portnoy 26,243 and 22,222 of non-qualified non-vested Per the Amendment Agreement, based upon certain performance criteria, the Company shall grant Oleg Mikulinsky a percentage of up to 8,000 of qualified stock options of the Company’s common stock. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options w as non-vested Restricted common shares Based upon performance measures being obtained during prior fiscal years, David Portnoy and Mark Portnoy earned 304,946 and 265,172 shares of common stock, respectively. Pursuant to the terms of the Employment Agreements, the Co-CEOs Based upon performance measures being obtained during prior fiscal years, Oleg Mikulinsky was granted 34,349 shares of common stock. |
License Agreements
License Agreements | 3 Months Ended |
Feb. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License Agreements | Note 9 – License Agreements The Company enters into two types of licensing agreements and in both types, the Company earns revenue on the initial license fees. Under the technology agreements, the Company earns processing and storage royalties from the affiliates that process in their own facility. Under the marketing agreements, the Company earns processing and storage revenues from affiliates that store specimens in the Company’s facility in Oldsmar, Florida. Technology Agreements The Company has entered into a definitive License and Royalty Agreement with LifeCell International Private Limited, formerly Asia Cryo-Cell Private Limited, (“LifeCell”) to establish and market its umbilical cord blood and menstrual stem cell programs in India. Per the License and Royalty Agreement with Lifecell, there is a $1 Million cap on the amount of royalty due to the Company per year and a $10 Million cap on the amount of royalties due to the Company for the term of the License and Royalty Agreement. Since inception of the License and Royalty Agreement, the Company has recorded $9,300,000 in royalty income due under the terms of the License and Royalty Agreement, of which, Lifecell has paid the Company $8,500,000 as of February 29, 2020. The balance of $800,000 is reflected as Accounts Receivable on the accompanying consolidated balance sheets. Marketing Agreements The Company has definitive license agreements to market the Company’s umbilical cord blood stem cell programs in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Pakistan. For the three months ended February 29, 2020 and February 28, 2019, the Company recognized $0 and $0, respectively, for initial license fees and processing and storage royalties. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 10– Legal Proceedings On December 3, 2015, a complaint styled Gary T. Brotherson, M.D., et al. v. Cryo-Cell International, Inc., Case No. 15-007461-CI, In addition, from time to time the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business. The Company believes that the ultimate resolution of current matters should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable ultimate outcome for or resolution which could be material to the Company’s results of operations for a particular quarterly reporting period. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. |
Share Repurchase Plan
Share Repurchase Plan | 3 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
Share Repurchase Plan | Note 11– 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 In March 2018, the Company received notice that shares of the Company’s common stock issued to certain executive officers pursuant to the Company’s 2012 Stock Incentive Plan had purportedly been issued in excess of the shares reserved for issuance under the Plan. The Company established an independent committee of the Board of Directors to review this issue. After completing its investigation, the independent committee determined that certain restricted stock awards and certain performance-based awards were granted in violation of the 2012 Plan. See the Company’s 2019 Proxy Statement. The Company repurchased 292,449 shares that were surrendered. As of February 29, 2020, the Company had repurchased an aggregate of 6,093,535 shares of the Company’s common stock at an average price of $3.37 per share through open market and privately negotiated transactions. The Company did not repurchase any of the Company’s common stock during the first quarter of fiscal 2020. The repurchased shares will be held as treasury stock at cost and have been removed from common shares outstanding as of February 29, 2020 and November 30, 2019. As of February 29, 2020, and November 30, 2019, 6,093,535 and 6,093,535 shares, respectively, were held as treasury stock. Subsequent to the balance sheet date, the Company has not repurchased any additional shares of the Company’s common stock. |
Leases
Leases | 3 Months Ended |
Feb. 29, 2020 | |
Leases [Abstract] | |
Leases | Note 12– Leases Effective December 1, 2019, the Company adopted ASU 2016-02, 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 Operating lease liabilities and their corresponding right-of-use The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The following table presents the right-of-use February 29, 2020 Assets Operating lease right-of-use $ 496,284 Liabilities Current portion of operating lease liabilities $ 264,798 Operating lease long term liabilities 231,677 Total lease liability $ 496,475 The maturity of the Company’s lease liabilities at February 29, 2020 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2020 (remaining 9 months) $ 213,635 2021 284,846 2022 23,737 Less: Imputed interest (25,743 ) Present value of lease liabilities $ 496,475 The remaining lease term and discount rates are as follows: February 29, 2020 Lease Term and Discount Rate Remaining lease term (years) Operating lease 1.8 Discount rate (percentage) Operating lease 5.3 % Supplemental cash flow information related to leases is as follows: Three Months Ended February 29, 2020 Operating cash outflows from operating leases $ 66,300 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Feb. 29, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 13– Subsequent Event In March 2020, subsequent to the Company’s balance sheet date, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (“COVID-19”) |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Cryo-Cell International, Inc. (“the Company” or “Cryo-Cell”) was incorporated in Delaware on September 11, 1989 and is headquartered in Oldsmar, Florida. The Company is organized in three reportable segments, cellular processing and cryogenic cellular storage, with a current focus on the collection and preservation of umbilical cord blood stem cells for family use, the manufacture of PrepaCyte ® the processing technology used to process umbilical cord blood stem cells and cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenues recognized for the cellular processing and cryogenic cellular storage represent sales of the umbilical cord blood stem cells program to customers and income from licensees selling the umbilical cord blood stem cells program to customers outside the United States. Revenues recognized for the manufacture of PrepaCyte CB units represent sales of the PrepaCyte CB units to customers. Revenue recognized for the cryogenic storage of umbilical cord blood stem cells for public use is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States and around the world. The Company’s headquarters facility in Oldsmar, Florida handles all aspects of its U.S.-based business operations including the processing and storage of specimens, including specimens obtained from certain of its licensees’ customers. The specimens are stored in commercially available cryogenic storage equipment. The unaudited consolidated financial statements including the Consolidated Balance Sheets as of February 29, 2020, the related Consolidated Statements of Comprehensive Income, Cash Flows and Stockholders’ Deficit for the three months ended February 29, 2020 and February 28, 2019 have been prepared by Cryo-Cell International, Inc. and its subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain financial information and note disclosures, which are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2019 Annual Report on Form 10-K. |
Revenue Recognition | Revenue Recognition Effective December 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer (“transaction price”). At contract inception, if the contract is determined to be within the scope of ASC 606, the Company evaluates its contracts with customers using the five-step model: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company evaluates its contracts for legal enforceability at contract inception and subsequently throughout the Company’s relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both the Company and the customer, then the Company has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met. The Company only applies the five-step model to contracts when it is probable that collection of the consideration that the Company is entitled to in exchange for the goods or services being transferred to the customer, will occur. 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 one-year catch-up Performance Obligations At contract inception, the Company assesses the goods and services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the following distinct goods and services represent separate performance obligations involving the sale of its umbilical cord blood product: • Collection and processing services • Storage services • Public cord blood banking • License and royalties • Sale of PrepaCyte CB product a) Processing 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 lifetime . The lifetime 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 lifetime storage fees that are being recognized over the contractual storage period as well as royalties received from foreign licensees relating to long-term storage contracts for which the Company has future obligations under the license agreement. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Significant financing When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. For all plans being annual, twenty-one years one-time twenty-one prepaid prepaid twenty-one The Company has determined that the majority of plans that are paid over time are paid in less than a year. When considered over a twenty-four-month payment plan, the difference between the cash selling price and the consideration paid is nominal. As such, the Company believes that its payment plans do not include significant financing components as they are not significant in the aggregate when considered in the context of all contracts entered into nor significant at the individual contract level. The Company elected to apply the practical expedient where the Company does not need to assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. As of February 29, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations was recorded as deferred revenue amounting to $33,065,271, which will be recognized ratably on a straight-line basis over the contractual period of which $8,610,304 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, Prepa C TM myeloablative transplant procedure. The product warranty and the Cryo-Cell Cares TM 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 With the adoption of ASC 606 as of December 1, 2018, the Company capitalizes commissions that are incremental in obtaining customer contracts and the costs incurred to fulfill a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. These costs are deferred in other current or long-term assets and are expensed to selling, general and administrative expenses as the Company satisfies the performance obligations by transferring the service to the customer. These assets will be periodically assessed for impairment. As a practical expedient, the Company elected to recognize the incremental costs of obtaining its annual contracts as an expense when incurred, as the amortization period of the asset recognized would have been one year. The Company has determined that payments under the Company’s refer-a-friend b) Public B R 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 R I 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 H The Company elected to apply the practical expedient to account for shipping and handling activities performed after the control of a good has been transferred to the customer as a fulfillment cost. Shipping and handling costs that the Company incurs are therefore expensed and included in cost of sales. The adoption of ASC 606 did not have an impact on the timing of revenue recognition for any of the Company’s revenue streams. Disaggregation of Revenue The following table provides information about disaggregated revenue by products and services: Three months ended February 29, 2020 February 28, 2019 Processing and storage fees $ 7,406,288 $ 7,335,027 Public banking revenue 154,079 134,365 Product revenue 60,407 25,720 $ 7,620,774 $ 7,495,112 The following table provides information about assets and liabilities from contracts with customers: February 29, 2020 November 30, 2019 Contract assets (sales commissions) $ 416,745 $ 398,535 Accounts receivables $ 5,766,684 $ 6,097,331 Short-term contract liabilities (deferred revenue) $ 8,610,304 $ 8,875,138 Long-term contract liabilities (deferred revenue) $ 24,454,967 $ 23,633,373 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 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 29, 2020: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 398,535 $ 23,320 ($ 5,110 ) $ 416,745 Accounts receivables $ 6,097,331 $ 8,438,904 ($ 8,769,551 ) $ 5,766,684 Contract liabilities (deferred revenue) $ 32,508,511 $ 4,142,651 ($ 3,585,891 ) $ 33,065,271 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2019: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 329,231 $ 20,954 ($ 4,428 ) $ 345,757 Accounts receivables $ 5,867,335 $ 9,017,603 ($ 9,190,776 ) $ 5,694,162 Contract liabilities (deferred revenue) $ 28,682,515 $ 4,467,979 ($ 3,759,297 ) $ 29,391,197 |
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 |
Inventories | Inventories As part of the Asset Purchase Agreement, (see Note 2), the Company has an agreement with Duke University (“Duke”) expiring on January 31, 2025 for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of February 29, 2020, the Company had approximately 6,000 cord blood units in inventory. These units are valued at the lower of cost or net realizable value. Costs include the cost of collecting, transporting, processing and storing the unit. Costs charged by Duke for their Duke Services are based on a monthly fixed fee for processing and storing 12 blood units per month. The Company computes the cost per unit for these Duke Services and capitalizes the unit cost on all blood units shipped and stored in a year at Duke. If the Company ships and stores less than 144 blood units with Duke in a one-year |
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 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. For the three months ended February 29, 2020 and February 28, 2019, 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. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use (Note 2) 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 two-step |
Leases | Leases Effective December 1, 2019, the Company adopted ASU 2016-02, 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 Operating lease liabilities and their corresponding right-of-use The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. |
Stock Compensation | Stock Compensation As of February 29, 2020, the Company has two stock-based compensation plans, which are described in Note 8 to the consolidated financial statements. The Company’s stock-based employee compensation plan that became effective December 1, 2011 was approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting. The Company recognized approximately $224,000 and $139,000 for the three months ended February 29, 2020 and February 28, 2019, respectively, of stock-based compensation expense. The Company recognizes stock-based compensation based on the fair value of the related awards. Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of service-based vesting condition and performance-based vesting condition stock option awards is determined using the Black-Scholes valuation model. For stock option awards with only service-based vesting conditions and graded vesting features, the Company recognizes stock compensation expense based on the graded-vesting method. To value awards with market-based vesting conditions the Company uses a binomial valuation model. The Company recognizes compensation cost for awards with market-based vesting conditions on a graded-vesting basis over the derived service period calculated by the binomial valuation model. The use of these valuation models involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The estimation of stock awards that will ultimately vest requires judgment and to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period they become known. The Company considered many factors when estimating forfeitures, including the recipient groups and historical experience. Actual results and future changes in estimates may differ substantially from current estimates. The Company issues performance-based equity awards which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously stock-recognized stock-based compensation expense is reversed. The Company issues equity awards with market-based vesting conditions which vest upon the achievement of certain stock price targets. If the awards are forfeited prior to the completion of the derived service period, any recognized compensation is reversed. If the awards are forfeited after the completion of the derived service period, the compensation cost is not reversed, even if the awards never vest. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Management uses a fair value hierarchy, which gives the highest priority to quoted prices in active markets. The fair value of financial instruments is estimated based on market trading information, where available. Absent published market values for an instrument or other assets, management uses observable market data to arrive at its estimates of fair value. Management believes that the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. The Company believes that the fair value of its Revenue Sharing Agreements (”RSA”) liability recorded on the balance sheet is between the recorded book value and up to the Company’s previous settlement experience, due to the various terms and conditions associated with each RSA. The Company uses an accounting standard that defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of February 29, 2020 and November 30, 2019, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable Securities $ 959,001 $ 959,001 — — $ 959,001 $ 959,001 — — Liabilities: Contingent consideration $ 3,443,645 $ — — $ 3,443,645 Total $ 3,443,645 $ — — $ 3,443,645 Contingent Consideration: Beginning Balance as of November 30, 2019 $ 3,495,057 Additions – Cord:Use earnout — Fair value adjustment as of February 29, 2020 (51,412 ) Ending balance as of February 29, 2020 $ 3,443,645 Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable securities $ 904,053 $ 904,053 — — $ 904,053 $ 904,053 — — Liabilities: Contingent consideration $ 3,495,057 $ — — $ 3,495,057 Total $ 3,495,057 $ — — $ 3,495,057 The following is a description of the valuation techniques used for these items, as well as the general classification of such items pursuant to the fair value hierarchy: Marketable securities 2016-01, available-for-sale accumulated deficit of were not restated for the impact Contingent consideration - Monte Carlo analysis examining the frequency and mean value of the resulting earnout payments. The resulting value captures the risk associated with the form of the payout structure. The risk-neutral method is applied, resulting in a value that captures the risk associated with the form of the payout structure and the projection risk. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability. |
Product Warranty and Cryo-Cell CaresTM Program | Product Warranty and Cryo-Cell Cares TM In December 2005, the Company began providing its customers that enrolled after December 2005 a payment warranty under which the Company agrees to pay $50,000 to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions. Effective February 1, 2012, the Company increased the $50,000 payment warranty to a $75,000 payment warranty to all of its new clients. Effective June 1, 2017, the Company increased the payment warranty to $100,000 to all new clients who choose the premium processing method, PrepaCyte CB . Additionally, under the Cryo-Cell CaresTM program, the Company will pay $10,000 to the client to offset personal expenses if the umbilical cord blood product is used for bone marrow reconstitution in a myeloblative transplant procedure. The product warranty and the Cryo-Cell Cares program are available to clients who enroll under this structure for as long as the specimen is stored with the Company. The Company has not experienced any claims under the warranty program nor has it incurred costs related to these warranties. As discussed above, the Company has determined that the payment warranty represents variable consideration payable to the customer. Upon the adoption of ASC 606, the Company has concluded the payment warranty be fully constrained under the most likely amount method, therefore, the transaction price does not reflect any expectation of service level credits at February 29, 2020. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and Other Internal-Use 350-40): ’ s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. 350-40. In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by products and services: Three months ended February 29, 2020 February 28, 2019 Processing and storage fees $ 7,406,288 $ 7,335,027 Public banking revenue 154,079 134,365 Product revenue 60,407 25,720 $ 7,620,774 $ 7,495,112 |
Schedule of Assets and Liabilities From Contracts With Customers | The following table provides information about assets and liabilities from contracts with customers: February 29, 2020 November 30, 2019 Contract assets (sales commissions) $ 416,745 $ 398,535 Accounts receivables $ 5,766,684 $ 6,097,331 Short-term contract liabilities (deferred revenue) $ 8,610,304 $ 8,875,138 Long-term contract liabilities (deferred revenue) $ 24,454,967 $ 23,633,373 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 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 29, 2020: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 398,535 $ 23,320 ($ 5,110 ) $ 416,745 Accounts receivables $ 6,097,331 $ 8,438,904 ($ 8,769,551 ) $ 5,766,684 Contract liabilities (deferred revenue) $ 32,508,511 $ 4,142,651 ($ 3,585,891 ) $ 33,065,271 The following table presents changes in the Company’s contract assets and liabilities during the three months ended February 28, 2019: Balance at Additions Deductions Balance at Contract assets (sales commissions) $ 329,231 $ 20,954 ($ 4,428 ) $ 345,757 Accounts receivables $ 5,867,335 $ 9,017,603 ($ 9,190,776 ) $ 5,694,162 Contract liabilities (deferred revenue) $ 28,682,515 $ 4,467,979 ($ 3,759,297 ) $ 29,391,197 |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of February 29, 2020 and November 30, 2019, respectively, segregated among the appropriate levels within the fair value hierarchy: Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable Securities $ 959,001 $ 959,001 — — $ 959,001 $ 959,001 — — Liabilities: Contingent consideration $ 3,443,645 $ — — $ 3,443,645 Total $ 3,443,645 $ — — $ 3,443,645 Contingent Consideration: Beginning Balance as of November 30, 2019 $ 3,495,057 Additions – Cord:Use earnout — Fair value adjustment as of February 29, 2020 (51,412 ) Ending balance as of February 29, 2020 $ 3,443,645 Fair Value at Fair Value Measurements Description Level 1 Level 2 Level 3 Assets: Marketable securities $ 904,053 $ 904,053 — — $ 904,053 $ 904,053 — — Liabilities: Contingent consideration $ 3,495,057 $ — — $ 3,495,057 Total $ 3,495,057 $ — — $ 3,495,057 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Revenue, Cost of Sales, Operating Profit, Depreciation and Amortization, Interest Expense, Income Tax Benefit (Expense), Other Comprehensive Income, and Assets by Segment | The following table shows, by segment: net revenue, cost of sales, depreciation and amortization, operating profit, interest expense, and income tax (expense) benefit for the three months ended February 29, 2020 and February 28, 2019: For the three For the three months Net revenue Umbilical cord blood and cord tissue stem cell service $ 7,406,288 $ 7,335,027 PrepaCyte®-CB 60,407 25,720 Public cord blood banking 154,079 134,365 Total net revenue $ 7,620,774 $ 7,495,112 Cost of sales Umbilical cord blood and cord tissue stem cell service $ 2,055,075 $ 2,038,616 PrepaCyte®-CB 41,117 160,006 Public cord blood banking 406,952 267,605 Total cost of sales $ 2,503,144 $ 2,466,227 Depreciation and amortization Umbilical cord blood and cord tissue stem cell service $ 37,327 $ 47,917 PrepaCyte®-CB 6,894 9,063 Public cord blood banking — — Total depreciation and amortization $ 44,221 $ 56,980 Operating income Umbilical cord blood and cord tissue stem cell service $ 1,489,548 $ 1,130,251 PrepaCyte®-CB 12,396 (143,349 ) Public cord blood banking (252,874 ) (133,240 ) Total operating income $ 1,249,070 $ 853,662 Interest expense Umbilical cord blood and cord tissue stem cell service $ 365,299 $ 406,925 PrepaCyte®-CB — — Public cord blood banking — — Total interest expense $ 365,299 $ 406,925 Income tax expense Umbilical cord blood and cord tissue stem cell service $ 252,380 $ 104,667 PrepaCyte®-CB — — Public cord blood banking — — Total income tax expense $ 252,380 $ 104,667 The following table shows the assets by segment as of February 29, 2020 and November 30, 2019: As of February 29, As of November 30, 9 Assets Umbilical cord blood and cord tissue stem cell service $ 31,001,108 $ 28,975,002 PrepaCyte®-CB 270,095 289,804 Public cord blood banking 13,459,243 13,621,354 Total assets $ 44,730,446 $ 42,886,160 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory at February 29, 2020 and November 30, 2019 are as follows: February 29, 2020 November 30, 2019 Raw materials $ — $ — Work-in-process 148,918 149,972 Work-in-process — — Finished goods 64,203 52,451 Finished goods – Public Bank 13,403,049 13,491,375 Collection kits 51,687 44,453 Inventory reserve (7,718 ) (7,718 ) Total inventory $ 13,660,139 $ 13,730,533 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets were as follows as of February 29, 2020 and November 30, 2019: Useful lives February 29, 2020 November 30, 2019 Patents and Domain Names 10-20 years $ 234,570 $ 234,570 Less: Accumulated amortization (38,431 ) (35,526 ) License agreement 10 years 470,000 470,000 Less: Intangible asset impairment (185,000 ) (185,000 ) Less: Accumulated amortization (161,007 ) (155,194 ) Customer relationships-PrepaCyte ® CB 15 years 41,000 41,000 Less: Intangible asset impairment (26,267 ) (26,267 ) Less: Accumulated amortization (6,527 ) (6,329 ) Brand 31,000 31,000 Less: Accumulated amortization (31,000 ) (31,000 ) Customer relationships – Cord:Use 960,000 960,000 Less: Accumulated amortization (56,000 ) (48,000 ) Net Intangible Assets $ 1,232,338 $ 1,249,254 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable Obligation | As of February 29, 2020 and November 30, 2019, the note payable obligation was as follows: February 29, 2020 November 30, 2019 Note payable $ 8,333,433 $ 9,108,433 Unamortized debt issuance costs (127,800 ) (152,281 ) Net note payable $ 8,205,633 $ 8,956,152 Current portion of note payable $ 3,100,000 $ 3,100,000 Long-term note payable, net of debt issuance costs 5,105,633 5,856,152 Total $ 8,205,633 $ 8,956,152 |
Summary of Interest Expense on Note Payable | Interest expense on the note payable for the three months ended February 29, 2020 and February 28, 2019 was as follows: February 29, 2020 February 28, 2019 Interest expense on notes payable $ 109,780 $ 180,244 Debt issuance costs 24,481 29,894 Total interest expense $ 134,261 $ 210,138 |
Income per Common Share (Tables
Income per Common Share (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings per Share | The following table sets forth the calculation of basic and diluted earnings per share: For the three months ended For the three months ended Numerator: Net Income $ 686,966 $ 275,877 Denominator: Weighted-average shares outstanding-basic 7,541,113 7,801,333 Dilutive common shares issuable upon exercise of stock options 587,144 623,572 Weighted-average shares-diluted 8,128,257 8,424,905 Earnings (Loss) per share: Basic $ 0.09 $ 0.04 Diluted $ 0.08 $ 0.03 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) - Service-Based Vesting Condition Options [Member] | 3 Months Ended |
Feb. 29, 2020 | |
Fair Value of Options Granted | Variables used to determine the fair value of the options granted for the three months ended February 29, 2020 are as follows: Three months ended February 29, 2020 Weighted average values: Expected dividends 0 % Expected volatility 64.25 % Risk free interest rate 1.90 % Expected life 9.0 years |
Stock Option Activity | Stock option activity for the three months ended February 29, 2020, was as follows: Options Weighted Weighted Aggregate Outstanding at November 30, 2019 1,089,774 $ 3.30 3.91 $ 4,648,111 Granted 44,969 7.26 813 Exercised (20,000 ) 2.05 102,800 Expired/forfeited — — — Outstanding at February 29, 2020 1,114,743 $ 3.49 3.94 $ 4,192,762 Exercisable at February 29, 2020 1,006,623 $ 3.06 3.39 $ 4,191,626 |
Significant Option Groups Exercisable Option and its Price and Contractual Life | Significant option groups exercisable at February 29, 2020 and related price and contractual life information are as follows: Outstanding Exercisable Range of Exercise Outstanding Weighted Weighted Outstanding Weighted $1.01 to $2.00 422,500 1.85 $ 1.73 422,500 $ 1.73 $2.01 to $3.00 245,000 1.85 $ 2.78 245,000 $ 2.78 $3.01 to $4.00 204,729 5.98 $ 3.14 204,729 $ 3.14 $6.01 to $7.00 3,833 6.35 $ 6.52 2,111 $ 6.51 $7.01 to $8.00 238,681 7.99 $ 7.57 132,283 $ 7.62 1,114,743 3.94 $ 3.49 1,006,623 $ 3.06 |
Summary of Non-Vested Options | A summary of the status of the Company’s non-vested Options Weighted Average Non-vested 125,234 $ 4.70 Granted 44,969 5.03 Vested (62,083 ) 4.51 Forfeited — — Non-vested 108,120 $ 4.95 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Leases [Abstract] | |
Summary of Lease Assets and Liabilities | The following table presents the right-of-use February 29, 2020 Assets Operating lease right-of-use $ 496,284 Liabilities Current portion of operating lease liabilities $ 264,798 Operating lease long term liabilities 231,677 Total lease liability $ 496,475 |
Summary of Maturity of the Company's Lease Liabilities | The maturity of the Company’s lease liabilities at February 29, 2020 were as follows: Future Operating Fiscal Year Ending November 30, Lease Payments 2020 (remaining 9 months) $ 213,635 2021 284,846 2022 23,737 Less: Imputed interest (25,743 ) Present value of lease liabilities $ 496,475 |
Summary of Remaining Lease Term and Discount Rates | The remaining lease term and discount rates are as follows: February 29, 2020 Lease Term and Discount Rate Remaining lease term (years) Operating lease 1.8 Discount rate (percentage) Operating lease 5.3 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three Months Ended February 29, 2020 Operating cash outflows from operating leases $ 66,300 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 01, 2017USD ($) | Feb. 01, 2012USD ($) | Dec. 31, 2005USD ($) | Feb. 29, 2020USD ($)SegmentsCompensationPlanUnit | Feb. 28, 2019USD ($) | May 31, 2019USD ($) | Dec. 01, 2018USD ($) |
Debt Securities, Available-for-sale [Line Items] | |||||||
Deferred revenue | $ 33,065,271 | ||||||
Deferred revenue current | 8,610,304 | ||||||
Warranty payment | $ 100,000 | $ 75,000 | $ 50,000 | ||||
Offset personal expenses | 10,000 | ||||||
Commission paid | 11,535 | $ 6,643 | |||||
Capitalized contract acquisition costs, net of amortization expense | $ 329,231 | ||||||
Cumulative amortization expense | $ 66,533 | ||||||
Additional capitalized contract acquisition costs, net of amortization expense | 23,320 | 20,954 | |||||
Provisions for interest or penalties related to uncertain tax positions | 0 | 0 | |||||
Uncertain tax provisions | 0 | 0 | |||||
Impairment on long lived assets | $ 0 | 0 | |||||
Number of employee stock based compensation plan | CompensationPlan | 2 | ||||||
Cumulative-effect adjustment from accumulated other comprehensive income to retained earnings | 341,000 | ||||||
Unrealized holding gain (losses), marketable securities | $ 55,000 | 67,000 | |||||
Payment warranty | $ 50,000 | ||||||
Increased payment warranty | $ 100,000 | 75,000 | |||||
Additional payment warranty | $ 10,000 | ||||||
Impairment charges | $ 2,332,763 | ||||||
Stock-based option compensation expense | $ 224,000 | $ 139,000 | |||||
Deferred revenue recognition period | 12 months | ||||||
Option One [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Contracted storage amortization period | 20 years | ||||||
Option Two [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Contracted storage amortization period | 1 year | ||||||
Option Three [Member] | |||||||
Debt Securities, Available-for-sale [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 | ||||||
Accounts Receivables [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Period of doubtful for accounts receivable due from client | 30 days | ||||||
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Number of reportable segments | Segments | 3 | ||||||
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | Duke University [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Inventory, in units | Unit | 6,000 | ||||||
Number of units, per month | Unit | 12 | ||||||
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | Duke University [Member] | Maximum [Member] | |||||||
Debt Securities, Available-for-sale [Line Items] | |||||||
Inventory, in units | Unit | 144 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies - Disaggregation of Revenue (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Revenues | $ 7,620,774 | $ 7,495,112 |
Processing and Storage Fees [Member] | ||
Revenues | 7,406,288 | 7,335,027 |
Public Banking Revenue [Member] | ||
Revenues | 154,079 | 134,365 |
Product Revenue [Member] | ||
Revenues | $ 60,407 | $ 25,720 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities From Contracts With Customers (Detail) - USD ($) | 3 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Nov. 30, 2019 | |
Contract assets (sales commissions) | $ 416,745 | $ 398,535 | |
Accounts receivables | 5,766,684 | 6,097,331 | |
Short-term contract liabilities (deferred revenue) | 8,610,304 | 8,875,138 | |
Long-term contract liabilities (deferred revenue) | 24,454,967 | $ 23,633,373 | |
Sales commissions [Member] | |||
Contract With customer asset, Beginning Balance | 398,535 | $ 329,231 | |
Contract With customer asset, Additions | 23,320 | 20,954 | |
Contract With customer asset, Deductions | 5,110 | 4,428 | |
Contract With customer asset, Ending Balance | 416,745 | 345,757 | |
Accounts Receivables [Member] | |||
Account Receivables, Beginning Balance | 6,097,331 | 5,867,335 | |
Account Receivables, Additions | 8,438,904 | 9,017,603 | |
Account Receivables, Deductions | 8,769,551 | 9,190,776 | |
Account Receivables , Ending Balance | 5,766,684 | 5,694,162 | |
Deferred Revenue [Member] | |||
Contract with customer liability, Beginning Balance | 32,508,511 | 28,682,515 | |
Contract with customer liability, Additions | 4,142,651 | 4,467,979 | |
Contract with customer liability, Deductions | 3,585,891 | 3,759,297 | |
Contract with customer liability, Ending Balance | $ 33,065,271 | $ 29,391,197 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Nov. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 959,001 | $ 904,053 |
Contingent consideration | 3,443,645 | 3,495,057 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 959,001 | 904,053 |
Total | 959,001 | 904,053 |
Contingent consideration | 3,443,645 | 3,495,057 |
Total | 3,443,645 | 3,495,057 |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | 3,495,057 | |
Additions – Cord:Use earnout | 0 | |
Fair value adjustment | (51,412) | |
Ending balance | 3,443,645 | |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 959,001 | 904,053 |
Total | 959,001 | 904,053 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 3,443,645 | 3,495,057 |
Total | $ 3,443,645 | $ 3,495,057 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | Jun. 11, 2018 | Feb. 29, 2020 | Nov. 30, 2019 |
Business Acquisition [Line Items] | |||
Common stock par value | $ 0.01 | $ 0.01 | |
Goodwill | $ 1,941,411 | $ 1,941,411 | |
Blood Bank Inc and Tianhe Stem Cell Biotechnologies Inc [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate consideration payable at closing under the Purchase Agreement | $ 14,000,000 | ||
Payment under asset purchase agreement | $ 10,500,000 | ||
Shares issued under asset purchase agreement | 465,426 | ||
Common stock par value | $ 0.01 | ||
Sale of stock price per share | $ 7.52 | ||
Percentage of earn out to be paid from gross revenues | 75.00% | ||
Common stock deliver | $ 200,000 | ||
Common stock value | 5,000,000 | ||
Amount of earn out to be paid from sale of public cord blood inventory | $ 500,000 |
Segment Reporting - Summary of
Segment Reporting - Summary of Net Revenue, Cost of Sales, Depreciation and Amortization, Operating Profit, Interest Expense, Income Tax (Expense) Benefit and Assets by Segment (Detail) - USD ($) | 3 Months Ended | |||
Feb. 29, 2020 | Feb. 28, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total net revenue | $ 7,620,774 | $ 7,495,112 | ||
Total cost of sales | 2,503,144 | 2,466,227 | ||
Total operating profit | 1,249,070 | 853,662 | ||
Total depreciation and amortization | 44,221 | 56,980 | ||
Total interest expense | 365,299 | 406,925 | ||
Total income tax (expense) benefit | 252,380 | 104,667 | ||
Total assets | 44,730,446 | $ 42,886,160 | $ 42,886,160 | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | 7,406,288 | 7,335,027 | ||
Total cost of sales | 2,055,075 | 2,038,616 | ||
Total depreciation and amortization | 37,327 | 47,917 | ||
Total interest expense | 365,299 | 406,925 | ||
Total income tax (expense) benefit | 252,380 | 104,667 | ||
PrepaCyte CB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | 60,407 | 25,720 | ||
Total cost of sales | 41,117 | 160,006 | ||
Total depreciation and amortization | 6,894 | 9,063 | ||
Total interest expense | 0 | |||
Total income tax (expense) benefit | 0 | |||
Public Cord Blood Banking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenue | 154,079 | 134,365 | ||
Total cost of sales | 406,952 | 267,605 | ||
Total depreciation and amortization | 0 | |||
Total interest expense | 0 | |||
Total income tax (expense) benefit | 0 | |||
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total depreciation and amortization | 44,221 | 56,980 | ||
Operating Segments [Member] | Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating profit | 1,489,548 | 1,130,251 | ||
Operating Segments [Member] | PrepaCyte CB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating profit | 12,396 | (143,349) | ||
Operating Segments [Member] | Public Cord Blood Banking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating profit | (252,874) | |||
Umbilical Cord Blood and Cord Tissue Stem Cell Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 31,001,108 | 28,975,002 | ||
PrepaCyte CB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | 270,095 | 289,804 | ||
Public Cord Blood Banking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total assets | $ 13,459,243 | $ 13,621,354 | ||
Public Cord Blood Banking [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating profit | $ (133,240) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Feb. 29, 2020Segments | |
Umbilical Cord Blood and Cord Tissue Stem Cell Service and PrepaCyte-CB [Member] | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) | 6 Months Ended |
May 31, 2019USD ($) | |
Other Asset Impairment Charges | $ 2,332,763 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Inventory [Line Items] | ||
Collection kits | $ 51,687 | $ 44,453 |
Inventory reserve | (7,718) | (7,718) |
Total inventory | 13,660,139 | 13,730,533 |
All Other [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 148,918 | 149,972 |
Finished goods | 64,203 | 52,451 |
Public Banking [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 13,403,049 | $ 13,491,375 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 17,000 | $ 27,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Nov. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Intangible Assets | $ 1,232,338 | $ 1,249,254 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 234,570 | 234,570 |
Less: Accumulated amortization | $ (38,431) | (35,526) |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 20 years | |
License Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | |
Finite lived intangible assets, gross | $ 470,000 | 470,000 |
Less: Intangible asset impairment | (185,000) | (185,000) |
Less: Accumulated amortization | $ (161,007) | (155,194) |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 15 years | |
Finite lived intangible assets, gross | $ 41,000 | 41,000 |
Less: Intangible asset impairment | (26,267) | (26,267) |
Less: Accumulated amortization | (6,527) | (6,329) |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
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] | ||
Finite lived intangible assets, gross | 960,000 | 960,000 |
Less: Accumulated amortization | $ (56,000) | $ (48,000) |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | May 20, 2016 | Feb. 29, 2020 | Feb. 28, 2019 | Jun. 11, 2018 | Aug. 16, 2016 | Jul. 01, 2016 |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 365,299 | $ 406,925 | ||||
Debt issuance costs | 548,085 | |||||
Amortization of debt issuance costs | 24,481 | 29,894 | ||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ 109,780 | $ 180,244 | ||||
Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Second amended and restated promissory note principal amount | $ 15,500,000 | |||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, description | Subject to the terms of the Agreement, on May 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated May 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021. | |||||
Line of credit facility, frequency of payment | monthly | |||||
Line of credit facility, interest rate description | 3.75% per annum plus LIBOR | |||||
Senior Credit Facilities [Member] | Texas Capital Bank National Association [Member] | Promissory Notes [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, amount advanced | $ 7,999,900 | |||||
Senior Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, maximum borrowing capacity | $ 8,000,000 | |||||
Line of credit facility, amount advanced | $ 100 | |||||
Line of credit facility, interest rate | 3.75% | |||||
Line of credit facility, expiration date | Jul. 31, 2021 | |||||
Amended Senior Credit Facility [Member] | Texas Capital Bank National Association [Member] | Amended And Restated Promissory Notes [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, amount advanced | $ 2,133,433 | |||||
Second Amended Senior Credit Facility [Member] | Texas Capital Bank National Association [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, amount advanced | $ 9,000,000 |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable Obligation (Detail) - USD ($) | Feb. 29, 2020 | Nov. 30, 2019 |
Debt Disclosure [Abstract] | ||
Note payable | $ 8,333,433 | $ 9,108,433 |
Unamortized debt issuance costs | (127,800) | (152,281) |
Net note payable | 8,205,633 | 8,956,152 |
Current portion of note payable | 3,100,000 | 3,100,000 |
Long-term note payable, net of debt issuance costs | 5,105,633 | 5,856,152 |
Total | $ 8,205,633 | $ 8,956,152 |
Note Payable - Summary of Inter
Note Payable - Summary of Interest Expense on Note Payable (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Interest Expense, Debt [Abstract] | ||
Interest expense on notes payable | $ 109,780 | $ 180,244 |
Debt issuance costs | 24,481 | 29,894 |
Total interest expense | $ 134,261 | $ 210,138 |
Income per Common Share - Addit
Income per Common Share - Additional Information (Detail) - shares | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Employee Stock Incentive Plan [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Number of outstanding options excluded from computation of diluted earnings per share | 232,737 | 51,636 |
Income per Common Share - Calcu
Income per Common Share - Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($) | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Net Income | $ 686,966 | $ 275,877 |
Denominator: | ||
Weighted average common shares outstanding—basic | 7,541,113 | 7,801,333 |
Dilutive common shares issuable upon exercise of stock options | 587,144 | 623,572 |
Weighted-average shares-diluted | 8,128,257 | 8,424,905 |
Earnings (Loss) per share: | ||
Basic | $ 0.09 | $ 0.04 |
Diluted | $ 0.08 | $ 0.03 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 29, 2020 | Feb. 27, 2020 | May 21, 2018 | Dec. 20, 2019 | Aug. 30, 2019 | May 31, 2012 | Feb. 29, 2020 | Feb. 28, 2019 | Nov. 30, 2019 | Nov. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 44,969 | |||||||||
Plan modification description and terms | The options were issued under the Company’s 2012 Stock Plan and will vest 1/3 upon grant, 1/3 on December 1, 2020 and the remaining 1/3 on November 30, 2021. | |||||||||
Shares earned paid in cash | $ 444,000 | |||||||||
Stock compensation, number of shares opted to lump sum cash payment | 30,000 | |||||||||
David Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 23,636 | |||||||||
Shares earned during period | 304,946 | |||||||||
Number of shares surrendered | 157,472 | |||||||||
Payments Of Cash In Surrender Of Shares In Share Based Compensation Activities | $ 534,917 | |||||||||
Mark Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 20,000 | |||||||||
Shares earned during period | 265,172 | |||||||||
Number of shares surrendered | 134,977 | |||||||||
Payments Of Cash In Surrender Of Shares In Share Based Compensation Activities | $ 457,327 | |||||||||
Oleg Mikulinksy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested options | $ 11,500 | $ 11,500 | ||||||||
Oleg Mikulinksy [Member] | Second Amendment Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 8,000 | |||||||||
Shares granted during period | 34,349 | |||||||||
2006 Plan [Member] | Employee Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,000,000 | 1,000,000 | ||||||||
Option issued | 305,000 | 305,000 | 325,000 | |||||||
Shares issued under stock incentive plan | 0 | 0 | ||||||||
2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock for issuance pursuant to stock options or restricted stock | 1,500,000 | 1,500,000 | ||||||||
Shares issued under stock incentive plan | 622,510 | 622,510 | ||||||||
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 | |||||||||
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 | $ 147,000 | $ 147,000 | ||||||||
Share based compensation options fair value | 73,000 | |||||||||
Selling, General and Administrative Expenses [Member] | Performance And Market Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 86,000 | 86,000 | ||||||||
Share based compensation options fair value | $ 86,000 | |||||||||
Selling, General and Administrative Expenses [Member] | Performance And Market Based Vesting Condition Options [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 | $ 4,800 | |||||||||
Service Based Stock Options [Member] | 2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 808,243 | |||||||||
Service Based Restricted Shares [Member] | 2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 129,729 | |||||||||
Performance Based Options [Member] | 2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 530,851 | |||||||||
Market Based Options [Member] | 2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 116,218 | |||||||||
Service-Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 44,969 | |||||||||
Service-Based Vesting Condition Options [Member] | 2012 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted | $ 521,000 | $ 521,000 | ||||||||
Performance And Market Based Vesting Condition Options [Member] | David Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 47,273 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Mark Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 40,000 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | 45,000 | |||||||||
Performance And Market Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 2,666 | |||||||||
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] | David Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 15,756 | |||||||||
Market-Based Vesting Condition Options [Member] | Mark Portnoy [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares forfeited during period | 13,332 | |||||||||
Market-Based Vesting Condition Options [Member] | Selling, General and Administrative Expenses [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation options fair value | $ 7,600 | $ 2,000 | ||||||||
Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share issued to option holder | 20,000 | 2,500 | ||||||||
Options exercised | $ 41,000 | $ 5,700 | ||||||||
Stock Option [Member] | Service-Based Vesting Condition Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted, Shares | 44,969 | 0 | ||||||||
Weighted-average period | 1 year 2 months 15 days | |||||||||
Total fair value of shares vested | $ 280,000 | |||||||||
Non Qualified Stock Options [Member] | Performance And Market Based Vesting Condition Options [Member] | David Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 26,243 | |||||||||
Non Qualified Stock Options [Member] | Performance And Market Based Vesting Condition Options [Member] | Mark Portnoy [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted during period | 22,222 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Options Granted (Detail) - Service-Based Vesting Condition Options [Member] | 3 Months Ended |
Feb. 29, 2020 | |
Weighted average values: | |
Expected life | 9 years |
Measurement Input, Expected Dividend Rate [Member] | |
Weighted average values: | |
Expected weighted average | 0 |
Measurement Input, Price Volatility [Member] | |
Weighted average values: | |
Expected weighted average | 64.25 |
Measurement Input, Risk Free Interest Rate [Member] | |
Weighted average values: | |
Expected weighted average | 1.90 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) | 3 Months Ended | 12 Months Ended |
Feb. 29, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 44,969 | |
Service-Based Vesting Condition Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at November 30, 2018 | 1,089,774 | |
Granted | 44,969 | |
Exercised | (20,000) | |
Outstanding at November 31, 2019 | 1,114,743 | 1,089,774 |
Exercisable at November 30, 2019 | 1,006,623 | |
Outstanding at November 30, 2018, Weighted Average Exercise Price | $ / shares | $ 3.30 | |
Granted, Weighted Average Exercise Price | $ / shares | 7.26 | |
Exercised, Weighted Average Exercise Price | $ / shares | 2.05 | |
Outstanding at November 30, 2019, Weighted Average Exercise Price | $ / shares | 3.49 | $ 3.30 |
Exercisable at November 30, 2019, Weighted Average Exercise Price | $ / shares | $ 3.06 | |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 11 months 8 days | 3 years 10 months 27 days |
Exercisable at November 30, 2019, Weighted Average Remaining Contractual Term (Years) | 3 years 4 months 20 days | |
Outstanding at November 30, 2019 | $ | $ 4,648,111 | |
Granted | $ | 813 | |
Exercised | $ | 102,800 | |
Outstanding at November 30, 2019 | $ | 4,192,762 | $ 4,648,111 |
Exercisable at November 30, 2019 | $ | $ 4,191,626 |
Stockholders' Equity - Signific
Stockholders' Equity - Significant Option Groups Outstanding and Exercisable Option and its Price and Contractual Life (Detail) | 3 Months Ended |
Feb. 29, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Outstanding | shares | 1,114,743 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 8 days |
Outstanding, Weighted Average Exercise Price | $ 3.49 |
Exercisable, Outstanding | shares | 1,006,623 |
Exercisable, Weighted Average Exercise Price | $ 3.06 |
Range 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 1.01 |
Range of Exercise Prices Maximum | $ 2 |
Outstanding, Outstanding | shares | 422,500 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 1.73 |
Exercisable, Outstanding | shares | 422,500 |
Exercisable, Weighted Average Exercise Price | $ 1.73 |
Range 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 2.01 |
Range of Exercise Prices Maximum | $ 3 |
Outstanding, Outstanding | shares | 245,000 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 2.78 |
Exercisable, Outstanding | shares | 245,000 |
Exercisable, Weighted Average Exercise Price | $ 2.78 |
Range 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 3.01 |
Range of Exercise Prices Maximum | $ 4 |
Outstanding, Outstanding | shares | 204,729 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 23 days |
Outstanding, Weighted Average Exercise Price | $ 3.14 |
Exercisable, Outstanding | shares | 204,729 |
Exercisable, Weighted Average Exercise Price | $ 3.14 |
Range 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 6.01 |
Range of Exercise Prices Maximum | $ 7 |
Outstanding, Outstanding | shares | 3,833 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 6 days |
Outstanding, Weighted Average Exercise Price | $ 6.52 |
Exercisable, Outstanding | shares | 2,111 |
Exercisable, Weighted Average Exercise Price | $ 6.51 |
Range 5 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices Minimum | 7.01 |
Range of Exercise Prices Maximum | $ 8 |
Outstanding, Outstanding | shares | 238,681 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 11 months 26 days |
Outstanding, Weighted Average Exercise Price | $ 7.57 |
Exercisable, Outstanding | shares | 132,283 |
Exercisable, Weighted Average Exercise Price | $ 7.62 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Non-Vested Options (Detail) | 3 Months Ended |
Feb. 29, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Non-vested at November 30, 2019 Shares | shares | 125,234 |
Granted, Shares | shares | 44,969 |
Vested, Shares | shares | (62,083) |
Non-vested at February 29, 2020 Shares | shares | 108,120 |
Non-vested at November 30, 2019, Weighted Average Grant-Date Fair Value | $ / shares | $ 4.70 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 5.03 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 4.51 |
Non-vested at February 29, 2020, Weighted Average Grant-Date Fair Value | $ / shares | $ 4.95 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | 3 Months Ended | |
Feb. 29, 2020USD ($)Agreement | Feb. 28, 2019USD ($) | |
License Agreements [Line Items] | ||
Types of agreements | Agreement | 2 | |
Revenue | $ 7,620,774 | $ 7,495,112 |
Processing and Storage Royalties [Member] | ||
License Agreements [Line Items] | ||
Revenue | 7,406,288 | 7,335,027 |
LifeCell License and Agreement [Member] | ||
License Agreements [Line Items] | ||
Royalty income since inception of license and royalty agreement | 9,300,000 | |
Royalty collected since inception of license and royalty agreement | 8,500,000 | |
LifeCell License and Agreement [Member] | License Fee [Member] | ||
License Agreements [Line Items] | ||
Revenue | 0 | |
LifeCell License and Agreement [Member] | Processing and Storage Royalties [Member] | ||
License Agreements [Line Items] | ||
Revenue | $ 0 | |
LifeCell License and Agreement [Member] | Accounts Receivable [Member] | ||
License Agreements [Line Items] | ||
Royalties receivable | 800,000 | |
LifeCell License and Agreement [Member] | Maximum [Member] | ||
License Agreements [Line Items] | ||
Royalties receivable | 10,000,000 | |
Royalties receivable annually | $ 1,000,000 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) | Dec. 03, 2015USD ($) |
Case No.15-007461-CI [Member] | |
Commitment And Contingencies [Line Items] | |
Minimum jurisdictional amount | $ 15,000 |
Share Repurchase Plan - Additio
Share Repurchase Plan - Additional Information (Detail) - $ / shares | Feb. 29, 2020 | Mar. 31, 2018 | Feb. 29, 2020 | Nov. 30, 2019 | Oct. 06, 2016 | Apr. 08, 2015 | Jun. 06, 2012 | Dec. 31, 2011 |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Number of shares authorized to repurchase | 8,000,000 | 6,000,000 | 3,000,000 | 1,000,000 | ||||
Share repurchase plan | open market purchases, privately negotiated block trades, unsolicited negotiated transactions, and/or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission | |||||||
Treasury stock, shares | 6,093,535 | 6,093,535 | 6,093,535 | |||||
2012 Stock Incentive Plan [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Number of shares repurchased | 292,449 | |||||||
Common Stock [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Treasury stock, shares | 6,093,535 | 6,093,535 | ||||||
Repurchase agreement, purchase price per share | $ 3.37 | |||||||
Number of shares repurchased | 0 |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities (Detail) | Feb. 29, 2020USD ($) |
Assets | |
Operating lease right-of-use asset | $ 496,284 |
Liabilities | |
Current portion of operating lease liabilities | 264,798 |
Operating lease long term liabilities | 231,677 |
Total lease liability | $ 496,475 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of the Company's Lease Liabilities (Detail) | Feb. 29, 2020USD ($) |
Lessee Operating Lease Liability Maturity [Abstract] | |
2020 (remaining 9 months) | $ 213,635 |
2021 | 284,846 |
2022 | 23,737 |
Less: Imputed interest | (25,743) |
Total lease liability | $ 496,475 |
Leases - Summary of Remaining L
Leases - Summary of Remaining Lease Term and Discount Rates (Detail) | Feb. 29, 2020 |
Disclosure Of Remaining Lease Term And Discount Rates [Abstract] | |
Operating lease, Remaining lease term | 1 year 9 months 18 days |
Operating lease, Discount rate | 5.30% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) | 3 Months Ended |
Feb. 29, 2020USD ($) | |
Disclosure Of Supplemental Cash Flow Information Related To Leases [Abstract] | |
Operating cash outflows from operating leases | $ 66,300 |