Acquisition of Totipotent RX (Tables)

12 Months Ended

Jun. 30, 2014

Acquisition of Totipotent RX [Abstract]

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 based on the closing market price on February 18, 2014, the acquisition date. The Company also assumed 2,004 TotipotentRX warrants, issuing 61,020 warrants to replace them. Our warrants, which are convertible into 61,020 shares of common stock, had a total fair value of $52. We also assumed $130 for the settlement of existing receivables and payables between the parties pre-merger. Property and equipment is currently stated at its historical cost basis, less accumulated depreciation, until its appropriate fair value is determined. The Company acquired $232 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. As a result of finalizing the fair values of our clinical protocols and other intangible assets and evaluating the resulting tax implication, we recorded the following adjustments during our measurement period: clinical protocols increased $13,829, other intangible assets decreased $527, deferred tax liability increased $8,048, other liabilities decreased $385 and goodwill decreased $5,639. Any other potential adjustments made could be material in relation to the preliminary values presented below:

Purchase Price:
ThermoGenesis common shares and warrants			$	27,287
Fair value of assets acquired:
Cash	$	351
Receivables		171
Inventories		191
Clinical protocols		19,870
Other intangible assets		2,187
Property and equipment		325
Other assets		132
Total assets		23,227
Fair value of liabilities assumed:
Accounts payable		514
Related party notes payable		337
Deferred tax liability		8,048
Other liabilities		295
Total liabilities		9,194
Net assets acquired				14,033
Preliminary goodwill			$	13,254

Business Acquisition, Pro Forma Information

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 years ended June 30, 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:

	Years Ended
	June 30, 2014			June 30, 2013
Net revenues	$	16,619		$	19,279
Net income (loss)	$	(7,922	)	$	(4,228	)