Annual report pursuant to Section 13 and 15(d)

Note Payable

v3.10.0.1
Note Payable
12 Months Ended
Nov. 30, 2018
Debt Disclosure [Abstract]  
Note Payable

Note 5– Note Payable

On May 20, 2016, the Company entered into a Credit Agreement (“Agreement”) with Texas Capital Bank, National Association (“TCB”) for a term loan of $8.0 million in senior credit facilities. The proceeds of the term loan were used by the Company to fund repurchases of the Company’s common stock. Subject to the terms of the Agreement, on May 20, 2016, TCB advanced the Company $100.00. On July 1, 2016, TCB advanced the remaining principal amount of $7,999,900 per a promissory note dated May 20, 2016 between the Company and TCB, at a rate of 3.75% per annum plus LIBOR, payable monthly with a maturity date of July 2021. On August 26, 2016, the Company entered into a First Amendment to Credit Agreement with TCB. Pursuant to terms of the First Amendment to Credit Agreement, on August 26, 2016, TCB made an additional advance to the Company in principal amount of $2,133,433 per an Amended and Restated Promissory Note dated August 26, 2016 between the Company and TCB. The additional proceeds of the term loan were used by the Company to fund the extinguishment of revenue sharing agreements. On June 11, 2018, the Company entered into a Second Amendment to Credit Agreement with TCB. Pursuant to the terms of the Second Amendment to Credit Agreement, TCB increased the current outstanding principal amount of the loan from TCB by $9,000,000 to finance a portion of the purchase price of the Cord:Use Purchase. In connection therewith, Cryo-Cell executed and delivered to TCB a Second Amended and Restated Promissory Note, in the principal amount of $15,500,000. As of November 30, 2018, and November 30, 2017, the Company paid interest of $589,583 and $406,139, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive (loss) income.

 

On May 20, 2016, the Company also entered into a Subordination Agreement with TCB and CrowdOut Capital LLC (“CrowdOut”) for a subordinated loan of the principal amount of $650,000, which amount CrowdOut advanced to the Company on May 20, 2016. The proceeds of the subordinated loan were to be used by the Company to fund continued repurchases of the Company’s common stock. Per a promissory note dated May 20, 2016 between the Company and CrowdOut, interest at 12% per annum on the principal sum of $650,000 is payable monthly with a maturity date of July 2021, at which time, the principal amount of $650,000 was payable. On June 5, 2017, the principal sum of $650,000 plus interest of $867 was paid to CrowdOut and the subordinated loan was paid in full. As of November 30, 2018 and November 30, 2017, the Company paid interest of $0 and $40,300, respectively, which is reflected in interest expense on the accompanying consolidated statements of comprehensive (loss) income.

Collateral of the term and subordinated loans includes all money, securities and property of the Company.

The Company incurred debt issuance costs related to the term and subordinated loans in the amount of $548,085 which is recorded as a direct reduction of the carrying amount of the note payable and amortized over the life of the loan. As of November 30, 2018, and November 30, 2017, $109,293 and $125,434, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of comprehensive income (loss).

As of November 30, 2018, and November 30, 2017, the note payable obligation was as follows:

 

     November 30, 2018      November 30, 2017  

Note payable

   $ 13,208,433      $ 7,500,100  

Unamortized debt issuance costs

     (264,923      (204,917
  

 

 

    

 

 

 

Net note payable

   $ 12,943,510      $ 7,295,183  
  

 

 

    

 

 

 

Current portion of note payable

   $ 3,100,000      $ 2,000,000  

Long-term note payable, net of debt issuance costs

     9,843,510        5,295,183  
  

 

 

    

 

 

 

Total

   $ 12,943,510      $ 7,295,183  
  

 

 

    

 

 

 

Future principal payments under the note payable obligation are as follows:

 

Years ending November 30:

   Amount  

2019

   $ 3,100,000  

2020

     3,100,000  

2021

     3,100,000  

2022

     3,100,000  

2023

     808,433  
  

 

 

 

Total

   $ 13,208,433  
  

 

 

 

 

Interest expense on the note payable for the years ended November 30, 2018 and November 30, 2017 was as follows:

 

     November 30, 2018      November 30, 2017  

Interest expense on notes payable

   $ 589,583      $ 446,439  

Debt issuance costs

     109,293        125,434  
  

 

 

    

 

 

 

Total interest expense

   $ 698,876      $ 571,873