-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrTWH8bllktHdrLRCJFXEHj+cRnFOlEm9zRhcR+18NmNLDLp3oXfBGq3/Dfcpr4T 8l7nNvveyGZP+7jgDzYpVA== 0001001277-02-000530.txt : 20021112 0001001277-02-000530.hdr.sgml : 20021111 20021112152604 ACCESSION NUMBER: 0001001277-02-000530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMOGENESIS CORP CENTRAL INDEX KEY: 0000811212 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 943018487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-82900 FILM NUMBER: 02817032 BUSINESS ADDRESS: STREET 1: 3146 GOLD CAMP DRIVE CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9168585100 MAIL ADDRESS: STREET 1: 3146 GOLD CAMP DRIVE CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: INSTA COOL INC OF NORTH AMERICA DATE OF NAME CHANGE: 19920703 10-Q 1 for093002.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002. --- Commission File Number: 0-16375 ------------------------------- THERMOGENESIS CORP. (Exact name of registrant as specified in its character) Delaware 94-3018487 (State of Incorporation) (I.R.S. Employer Identification No.) 3146 Gold Camp Drive Rancho Cordova, CA 95670 (916) 858-5100 (Address, including zip code, and telephone number, including area code, of principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the registrant's common stock, $0.001 par value, outstanding on October 30, 2002 was 35,266,004. THERMOGENESIS CORP. INDEX Page Number Part I Financial Information Item 1. Financial Statements (Unaudited): Balance Sheets at September 30, 2002 and June 30, 2002............3 Statements of Operations for the Three Months ended September 30, 2002 and 2001....................5 Statements of Cash Flows for the Three Months ended September 30, 2002 and 2001................6 Notes to Financial Statements.....................................7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations....................9 Item 3. Quantitative and Qualitative Disclosures About Market Risk. See Management's Discussion and Analysis of Financial Condition and Results of Operations Item 4. Controls and Procedures..............................................12 Part II Other Information Item 1. Legal Proceedings.................................................13 Item 2. Changes in Securities.............................................13 Item 3. Default Upon Senior Securities....................................13 Item 4. Submission of Matters to a Vote of Security Holders...............13 Item 5. Other Information.................................................13 Item 6. Exhibits and Reports on Form 8-K..................................13 Signatures ..................................................................14 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) THERMOGENESIS CORP. Balance Sheets (Unaudited)
September 30, June 30, 2002 2002 --------------------- --------------------- ASSETS Current Assets: Cash and cash equivalents $4,200,000 $4,713,000 Short term investments 1,013,000 2,013,000 Accounts receivable, net of allowance for doubtful accounts of $81,000 ($84,000 at June 30, 2002) 1,515,000 1,916,000 Inventory 3,609,000 2,887,000 Other current assets 409,000 115,000 --------------------- --------------------- Total current assets 10,746,000 11,644,000 Equipment, at cost less accumulated depreciation of $2,418,000 ($2,389,000 at June 30, 2002) 499,000 537,000 Other assets 53,000 58,000 --------------------- --------------------- $11,298,000 $12,239,000 ===================== ===================== See accompanying notes to financial statements.
THERMOGENESIS CORP. Balance Sheets (Con't) (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, June 30, 2002 2002 -------------------- ------------------- Current liabilities: Accounts payable $1,302,000 $995,000 Accrued payroll and related expenses 306,000 204,000 Deferred revenue 427,000 436,000 Accrued liabilities 363,000 378,000 -------------------- ------------------- Total current liabilities 2,398,000 2,013,000 Long-term portion of capital lease obligations 29,000 33,000 Commitments and contingencies -- -- Stockholders' equity: Series A convertible preferred stock, $0.001 par value, 1,200,000 shares authorized; 158,000 issued and outstanding (158,000 at June 30, 2002)($1,284,000 aggregate involuntary liquidation value at September 30, 2002) -- -- Preferred stock, $0.001 par value; 800,000 shares authorized; no shares issued and outstanding -- -- Common stock, $0.001 par value; 50,000,000 shares authorized; 35,266,004 issued and outstanding (35,230,254 at June 30, 2002) 35,000 35,000 Paid in capital in excess of par 59,308,000 59,268,000 Accumulated deficit (50,472,000) (49,110,000) -------------------- ------------------- Total stockholders' equity 8,871,000 10,193,000 -------------------- ------------------- $11,298,000 $12,239,000 ==================== =================== See accompanying notes to financial statements.
THERMOGENESIS CORP. Statements of Operations (Unaudited)
Three Months Ended September 30, 2002 2001 ---------------------- ---------------------- Net revenues $2,053,000 $1,517,000 Cost of revenues 1,697,000 1,269,000 ---------------------- ---------------------- Gross profit 356,000 248,000 ---------------------- ---------------------- Expenses: Selling, general and administrative 1,184,000 1,093,000 Research and development 562,000 601,000 ---------------------- ---------------------- Total expenses 1,746,000 1,694,000 Interest expense 3,000 3,000 Interest income 31,000 36,000 ---------------------- ---------------------- Net loss ($1,362,000) ($1,413,000) ====================== ====================== Per share data: Basic and diluted net loss per common share ($0.04) ($0.04) ====================== ====================== Shares used in computing per share data 35,265,271 31,802,547 ====================== ====================== See accompanying notes to financial statements.
THERMOGENESIS CORP. Statements of Cash Flows Three Months ended September 30, 2002 and 2001
2002 2001 ------------------- ------------------- Cash flows from operating activities: Net loss ($1,362,000) ($1,413,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 73,000 119,000 Loss on retirement of equipment 8,000 -- Net change in operating assets and liabilities: Accounts receivable 401,000 666,000 Inventory (755,000) (857,000) Other current assets (294,000) (199,000) Other assets 5,000 1,000 Accounts payable 307,000 190,000 Accrued payroll and related expenses 102,000 76,000 Deferred revenue (9,000) (187,000) Accrued liabilities (15,000) 628,000 ------------------- ------------------- Net cash used in operating activities (1,539,000) (976,000) ------------------- ------------------- Cash flows from investing activities: Capital expenditures (10,000) (53,000) Maturities of short-term investments 1,000,000 1,023,000 ------------------- ------------------- Net cash provided by investing activities 990,000 970,000 ------------------- ------------------- Cash flows from financing activities: Payments on capital lease obligations (4,000) (3,000) Exercise of stock options 40,000 13,000 ------------------- ------------------- Net cash provided by financing activities 36,000 10,000 ------------------- ------------------- Net (decrease) increase in cash and cash equivalents (513,000) 4,000 Cash and cash equivalents at beginning of period 4,713,000 3,544,000 ------------------- ------------------- Cash and cash equivalents at end of period $4,200,000 $3,548,000 =================== =================== Supplemental cash flow information: Cash paid for interest $3,000 $3,000 =================== =================== See accompanying notes to financial statements
THERMOGENESIS CORP. Notes to Financial Statements September 30, 2002 (Unaudited) Interim Reporting The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All sales, domestic and foreign, are made in U.S. dollars and therefore currency fluctuations are believed to have no impact on the Company's net revenues. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ended June 30, 2003. Summary of Significant Accounting Policies On December 3, 1999, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," and effective July 1, 2000, the Company changed its method of accounting for revenue recognition for BioArchive systems and certain licensing agreements. Previously, the Company recognized revenue for BioArchive units upon the delivery of the equipment to the customers. The costs of training and installation were accrued in the same period the installation and training was performed and the related training and installation revenue was recognized. Under the new accounting method for BioArchive systems adopted retroactive to July 1, 2000, the Company now recognizes revenue for BioArchive systems upon completion of training and installation of the equipment at the end-user's site. Previously, the Company recognized revenue for licensing agreements when payment was received and the Company performed all services required under the agreements. Under the new accounting method which was adopted retroactive to July 1, 2000 for licensing agreements pursuant to which the Company receives up-front licensing fees for products or technologies that will be provided by the Company over the term of the arrangements, the Company now defers the up-front fees and recognizes the fees as revenue on a straight-line method over the term of the respective contracts. The cumulative effect of the change on prior years resulted in an increase in the net loss of $282,000 (net of income taxes of $0), which is included in the net loss before the cumulative effect of a change in accounting principle for the year ended June 30, 2001, and $13,000 has been included in deferred revenue as of June 30, 2001. The $282,000 is comprised of revenues of $664,000 less cost of revenues of $382,000. The effect of the change on the year ended June 30, 2001 was to decrease the net loss before the cumulative effect of the accounting change by $179,000 ($0.01 per share). The $179,000 is comprised of revenues of $272,000 less cost of revenues of $93,000. For the three months ended September 30, 2002 and 2001, the Company recognized $0 and $0 respectively, in revenue that was included in the cumulative effect adjustment as of July 1, 2000. The effect of that revenue and related cost of revenue of $0 and $0 was to reduce the net loss by $0 and $0 during those periods, respectively. THERMOGENESIS CORP. Notes to Financial Statements September 30, 2002 (Cont'd) (Unaudited) Summary of Significant Accounting Policies (Cont'd) Revenues from the sale of the Company's CryoSeal and ThermoLine products to end-users are recognized upon transfer of title. The Company generally ships products F.O.B. shipping point at its office. There is no conditional evaluation on any product sold and recognized as revenue. All foreign sales are denominated in U.S. dollars. The Company's foreign sales are generally through distributors. There is no right of return provided for distributors. For sales of CryoSeal and ThermoLine products made to distributors, the Company considers a number of factors in determining whether revenue is recognized upon transfer of title to the distributor, or when the distributor places the product with an end-user. These factors include, but are not limited to, whether the payment terms offered to the distributor are considered to be non-standard, the distributor's history of adhering to the terms of its contractual arrangements with the Company, the level of inventory maintained by the distributor, whether the Company has a pattern of granting concessions for the benefit of the distributor, or whether there are other conditions that may indicate that the sale to the distributor is not substantive. Shipping and handling fees billed to customers are included in product and other revenues, while the related costs are included in cost of product and other revenues. Service revenue is generally generated from contracts for providing maintenance of equipment. Service revenue is recognized at the time the service is completed. Recent Accounting Pronouncements On June 29, 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the pooling-of-interests method of accounting for business combinations. Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. Intangible assets whose lives are not indefinite are amortized over their useful lives, and reviewed for impairment in accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 141 was adopted as of July 1, 2001 and had no impact on our financial statements. SFAS No. 142 was adopted as of July 1, 2002 and had no impact on our financial statements. In October 2001, the FASB issued SFAS No. 144 on "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121. The primary objectives of SFAS No. 144 are to develop one accounting model based on the framework established in SFAS No. 121 for long-lived assets to be disposed of by sale, and to address significant implementation issues. SFAS No. 144 was adopted on July 1, 2002 and had no impact on our financial statements. Inventory Inventory consisted of the following at: September 30, 2002 June 30, 2002 ------------------ ------------------- Raw Materials $2,120,000 $1,456,000 Work in process 894,000 765,000 Finished goods 595,000 666,000 ------------------ ------------------- $3,609,000 $2,887,000 ================== =================== Related Party Transactions During the three months ended September 30, 2002, the Company paid a board member $43,000 for consulting services related to the Company's strategic initiatives. THERMOGENESIS CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended September 30, 2002 and 2001 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This report contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. The Company wishes to caution readers of the important factors, among others, that in some cases have affected, and in the future could affect the Company's actual results and could cause actual results for fiscal year 2003, and beyond, to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. These factors include without limitation, the ability to obtain capital and other financing in the amounts and at the times needed to complete clinical trials and product marketing for new products, market acceptance of new products, regulatory approval and time frames for such approval of new products and new claims for existing products, realization of forecasted income and expenses, initiatives by competitors, price pressures, and the risk factors listed from time to time in the Company's SEC reports, including, in particular, the factors and discussion in the Company's Form 10-K for its last fiscal year. Introduction The Company designs and manufactures medical devices and disposables used for the distributed manufacturing of biotherapeutic products such as concentrated mononuclear cells from umbilical cord blood, fibrin sealant and thrombin from blood plasma and other related blood products. Initially the Company developed its ThermoLine products for ultra rapid freezing and thawing of blood components, which the Company distributes to blood banks and hospitals. After extensive research and development, two new technology platforms (the BioArchive(R) System and the CryoSeal(R) System) have evolved products which provide new biotherapeutic products to patients in need. Beginning in late 1993, and with accelerated research and development efforts from 1996 to 1999, the Company completed development of the BioArchive and CryoSeal technology platforms, each of which will give rise to multiple medical products targeted at a number of different surgical and transplant indications. To achieve completion of these research projects and add experienced executive talent to launch the products and move the Company to new levels of growth and revenues, considerable capital resources were used. The following is Management's discussion and analysis of certain significant factors which have affected the Company's financial condition and results of operations during the period included in the accompanying financial statements. THERMOGENESIS CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended September 30, 2002 and 2001 (Cont'd) Critical Accounting Policies The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, inventories, warranties, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its financial statements. The Company recognizes revenue for BioArchive systems upon completion of training and installation of the equipment at the end-user's site. For licensing arrangements pursuant to which the Company receives up-front licensing fees for products or technologies that will be provided by the Company over the term of the arrangements, the Company defers the upfront fees and recognizes the fees as revenue on a straight-line method over the term of the respective contracts. For sales of CryoSeal and ThermoLine products made to distributors, the Company considers a number of factors in determining whether revenue is recognized upon transfer of title to the distributor, or when the distributor places the product with an end-user. These factors include, but are not limited to, whether the payment terms offered to the distributor are considered to be non-standard, the distributor's history of adhering to the terms of its contractual arrangements with the Company, the level of inventory maintained by the distributor, whether the Company has a pattern of granting concessions for the benefit of the distributor, or whether there are other conditions that may indicate that the sale to the distributor is not substantive. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company's estimates, revisions to the estimated warranty liability would be required. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. THERMOGENESIS CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended September 30, 2002 and 2001 (Cont'd) Results of Operations Net Revenues: Net revenues for the three months ended September 30, 2002 were $2,053,000 compared to $1,517,000 for the three months ended September 30, 2001 an increase of $536,000 or 35%. There were four BioArchive installations in the quarter ended September 30, 2002 versus three in the comparable period in the prior year. The installations plus disposables sold to existing customers produced an increase in BioArchive revenues of $246,000 or 34%. Revenues generated by the CryoSeal product line for the three months ended September 30, 2002 were $251,000 versus none for the three months ended September 30, 2001. Cost of Revenues: Cost of revenues as a percent of revenues was approximately 83% for the three months ended September 30, 2002, as compared to 84% for the corresponding fiscal 2002 period. The cost of revenues percentage remained consistent primarily due to the significant overhead costs associated with building and maintaining an infrastructure that is required to meet FDA regulatory requirements and standards for production of Class II medical devices. Selling, General and Administrative Expenses: Selling, general and administrative expenses for the three months ended September 30, 2002 increased $91,000 or 8% from the corresponding fiscal 2002 period. This increase is primarily the result of professional fees paid in connection with the executive search for a new chief operating officer and additional travel expenses. Research and Development Expenses: Research and development expenses for the three months ended September 30, 2002 decreased $39,000 or 6% from the corresponding fiscal 2002 period. The decrease is due primarily to the costs associated with completing the CryoSeal FS pre-clinical trials which occurred during the first quarter of fiscal 2002. During the three months ended September 30, 2002, the Company made a $385,000 pre-payment to a Clinical Research Organization (CRO) for services with respect to the Company's CryoSeal FS human clinical trials. This prepayment has been included in other current assets and is expected to be utilized prior to the end of the fiscal year. Liquidity and Capital Resources At September 30, 2002, the Company had a cash balance of $4,200,000, short term investments of $1,013,000 and working capital of $8,348,000. This compares to a cash balance of $4,713,000, short term investments of $2,013,000 and working capital of $9,631,000 at June 30, 2002. The cash and short-term investments were used to fund operations and other cash needs of the Company. In addition to product revenues, we have primarily financed our operations through the private placement of equity securities. Since its inception, the Company has raised approximately $51 million, net of expenses, through common and preferred stock financings and option and warrant exercises. As of September 30, 2002, the Company has no off-balance sheet arrangements. THERMOGENESIS CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended September 30, 2002 and 2001 (Cont'd) Net cash used in operating activities for the three months ended September 30, 2002 was $1,539,000, primarily due to the net loss of $1,362,000. Inventory utilized $755,000 of cash as a result of purchasing materials for the BioArchive System to continue our revenue growth and ensure efficient manufacturing operations. Other current assets utilized $294,000 of cash primarily due to a $385,000 prepayment to a Clinical Research Organization (CRO) for services with respect to the Company's CryoSeal FS human clinical trials. The report of independent auditors on the Company's June 30, 2002 financial statements includes an explanatory paragraph indicating there is substantial doubt about the Company's ability to continue as a going concern. The Company believes that it has developed a viable plan to address these issues and that its plan will enable the Company to continue as a going concern through the end of fiscal year 2003. The plan includes the realization of revenues from the commercialization of new products, the consummation of debt or equity financings and the reduction of certain operating expenses as required. The financial statements do not include any adjustments to reflect the uncertainties related to the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern. There is no assurance that the Company will be able to achieve additional financing or that such events will be on terms favorable to the Company. At September 30, 2002, the Company has $1.5 million outstanding in cancelable orders to purchase inventory, supplies and services for use in normal business operations and no significant outstanding capital commitments. Backlog The Company's cancelable backlog at September 30, 2002 was $344,000. Item 3. Quantitative and Qualitative Disclosures About Market Risk All sales, domestic and foreign, are made in U.S. dollars and therefore currency fluctuations are believed to have no impact on the Company's net revenues. The Company has no long-term debt or investments and therefore is not subject to interest rate risk. Item 4. Controls and Procedures Within the 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer along with the Company's Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in this Form 10-Q. There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation. PART II - OTHER INFORMATION Item 1. Legal proceedings. In the normal course of operations, the Company may have disagreements or disputes with vendors or employees. These disputes are seen by the Company's management as a normal part of business, and there are no pending actions currently or no threatened actions that management believes would have a significant material impact on the Company's financial position, results of operations or cash flows. Item 2. Changes in Securities. None. Item 3. Default Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. Pre-approval of certain non-audit services. In accordance with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002, the Company is responsible for disclosing non-audit services to be performed by the Company's external auditors, Ernst & Young LLP, that have been pre-approved by the audit committee. Non-audit services are defined by law as services other than those provided in connection with an audit or review of the financial statements of the Company. During the quarterly period covered by this filing, the audit committee has approved the following non-audit services: review of quarterly financial statements; consultations on accounting standards or transactions; SEC registration statement services; comfort letters requested by underwriters; accounting and financial due diligence pertaining to acquisitions; assessment, design and implementation of internal accounting and risk management control services; and tax services. The services described above are considered by the Company to be audit-related services that are closely related to the financial statement audit process. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 99.1 Certification of Chief Executive Officer and Vice President of Finance pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K - None. THERMOGENESIS CORP. Signatures In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on behalf by the undersigned thereunto duly authorized. THERMOGENESIS CORP. (Registrant) Dated November 7, 2002 s/Philip H. Coelho -------------------------------------------- Philip H. Coelho Chief Executive Officer (Principal Executive Officer) s/Renee M. Ruecker -------------------------------------------- Renee M. Ruecker Vice President of Finance (Principal Financial and Accounting Officer) CERTIFICATION I, Philip H. Coelho, Chief Executive Officer for THERMOGENESIS CORP. certify that: 1. I have reviewed this quarterly report on Form 10-Q of THERMOGENESIS CORP.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 7, 2002 s/Philip H. Coelho -------------------------------- Philip H. Coelho Chief Executive Officer (Principal Executive Officer) CERTIFICATION I, Renee Ruecker, Vice President of Finance for THERMOGENESIS CORP. certify that: 1. I have reviewed this quarterly report on Form 10-Q of THERMOGENESIS CORP.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 7, 2002 s/Renee M. Ruecker ------------------------------------ Renee M. Ruecker Vice President of Finance (Principal Financial and Accounting Officer) Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly report of ThermoGenesis Corp. (the "Company") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Philip H. Coelho, Chief Executive Officer and Renee M. Ruecker, Vice President of Finance, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: November 7, 2002 /S/ PHILIP H. COELHO ----------------------------------- Philip H. Coelho, Chief Executive Officer (Principal Executive Officer) /S/ RENEE M. RUECKER ----------------------------------- Renee Ruecker, Vice President of Finance (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----