Acquisition of Totipotent RX (Tables)

9 Months Ended

Mar. 31, 2014

Acquisition of Totipotent RX [Abstract]

Schedule of purchase price allocation

Preliminary Allocation of Consideration Transferred to Net Assets Acquired

The following represents the consideration transferred to acquire TotipotentRX and its preliminary determination of the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. The Company issued 12,490,841 shares of its common stock that had a total fair value of $27,105,000 based on the closing market price on February 18, 2014, the acquisition date.  The Company also issued 61,020 warrants, which are convertible into 61,020 shares of common stock that had a total fair value of $52,000 and $17,000 for the settlement of existing receivables and payables between the parties pre-merger. The clinical protocols and other intangible assets amounts are subject to change until their fair values are finalized.  Property and equipment is currently stated at its historical cost basis until its appropriate fair value is determined.  The Company acquired $232,000 gross contractual amounts receivable.  The difference between the gross contractual amount and the fair value of receivables is the best estimate of the contractual cash flows not expected to be collected.  The final determination of the fair value of certain assets and liabilities will be completed within the 12-month measurement period from the date of acquisition as required. Any potential adjustments made could be material in relation to the preliminary values presented below:

Purchase Price:
ThermoGenesis common shares and warrants			$	27,174,000
Fair value of assets acquired:
Cash	$	351,000
Receivables		171,000
Inventories		191,000
Clinical protocols		6,041,000
Other intangible assets		2,714,000
Property and equipment		325,000
Other assets		132,000
Total assets		9,925,000
Fair value of liabilities assumed:
Accounts payable		627,000
Related party notes payable		337,000
Other liabilities		680,000
Total liabilities	$	1,644,000
Net assets acquired				8,281,000
Preliminary goodwill			$	18,893,000

Business acquisition, pro forma information

Supplemental Pro Forma Data

The Company used the acquisition method of accounting to account for the Totipotent RX acquisition and, accordingly, the results of TotipotentRX are included in the Company’s consolidated financial statements for the period subsequent to the date of acquisition.  The following unaudited supplemental pro forma data for the quarter and nine months ended March 31, 2014 and 2013 present consolidated information as if the acquisition had been completed on July 1, 2012.  The pro forma results were calculated by combining the results of ThermoGenesis Corp with the stand-alone results of Totipotent RX for the pre-acquisition periods:

	Three Months Ended						Nine Months Ended
	March 31, 2014			March 31, 2013			March 31, 2014			March 31, 2013
Net revenues	$	4,099,000		$	5,274,000		$	12,738,000		$	14,897,000
Net loss	$	(1,702,000	)	$	(1,300,000	)	$	(5,139,000	)	$	(2,057,000	)