UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934 for the quarterly period ended September 30, 2005.
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition from _____________ to _______________.
Commission File Number: 0-16375
ThermoGenesis Corp.
(Exact name of registrant as specified in its charter)
Delaware 94-3018487
(State of Incorporation) (I.R.S. Employer Identification No.)
2711 Citrus Rd.
Rancho Cordova, CA 95742
(916) 858-5100
(Address of principal executive offices, including zip code,
and telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares of the registrant's common stock, $0.001 par value,
outstanding on October 26, 2005 was 45,931,692.
ThermoGenesis Corp.
INDEX
Page Number
Part I Financial Information
Item 1. Financial Statements ....................................................................4
Item 2. Management's Discussion and Analysis of
Financial Condition & Results of Operations..........................................16
Item 3. Quantitative and Qualitative Disclosures about Market Risk..............................23
Item 4. Controls and Procedures.................................................................24
Part II Other Information
Item 1. Legal...................................................................................25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.............................25
Item 3. Defaults Upon Senior Securities.........................................................25
Item 4. Submission of Matters to a Vote of Security Holders.....................................25
Item 5. Other Information.......................................................................25
Item 6. Exhibits................................................................................25
Signatures......................................................................................26
2
EXPLANATORY NOTE
This amended quarterly report on Form 10-Q/A-2 is being filed to amend
Exhibits 31.1, 31.2 and 32 of the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2005. No other modifications have been made to
any other portion of the Company's Form 10-Q as originally filed.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
ThermoGenesis Corp.
Condensed Balance Sheets (Unaudited)
ASSETS September 30, June 30,
(in thousands) 2005 2005
---------------------- ---------------------
Current Assets:
Cash and cash equivalents $8,121 $9,568
Accounts receivable, net of allowance for
doubtful accounts of $35 ($41 at June 30, 2005) 2,225 2,917
Inventories 3,135 3,280
Other current assets 367 469
---------------------- ---------------------
Total current assets 13,848 16,234
Equipment, at cost less accumulated depreciation
of $2,738 ($2,671 at June 30, 2005) 1,196 1,184
Other assets 48 48
---------------------- ---------------------
$15,092 $17,466
====================== =====================
See accompanying notes to financial statements.
4
ThermoGenesis Corp.
Condensed Balance Sheets (Unaudited) (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, June 30,
(in thousands, except share and per share amounts) 2005 2005
-------------------- -------------------
Current liabilities:
Accounts payable $1,167 $1,791
Accrued payroll and related expenses 244 343
Accrued liabilities 650 740
Deferred revenue 280 275
-------------------- -------------------
Total current liabilities 2,341 3,149
Long-term portion of capital lease obligations and note
payable 128 45
Deferred revenue 206 241
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 2,000,000 shares
authorized, none issued -- --
Common stock, $0.001 par value; 50,000,000
shares authorized; 45,929,944 issued and
outstanding (45,860,237 at June 30, 2005) 46 46
Paid in capital in excess of par 82,097 81,752
Deferred stock compensation -- (57)
Accumulated deficit (69,726) (67,710)
-------------------- -------------------
Total stockholders' equity 12,417 14,031
-------------------- -------------------
$15,092 $17,466
==================== ===================
See accompanying notes to financial statements.
5
ThermoGenesis Corp.
Condensed Statements of Operations (Unaudited)
Three Months Ended
(in thousands, except share and per share amounts) September 30,
2005 2004
----------------- ----------------
Net revenues $2,116 $2,397
Cost of revenues 1,529 1,617
----------------- ----------------
Gross profit 587 780
----------------- ----------------
Expenses:
Selling, general and administrative 1,584 1,434
Research and development 1,073 1,269
----------------- ----------------
Total operating expenses 2,657 2,703
Interest and other income, net 54 44
----------------- ----------------
Net loss ($2,016) ($1,879)
================= ================
Per share data:
Basic and diluted net loss per common share ($0.04) ($0.04)
================= ================
Shares used in computing per share data 45,917,502 44,923,844
================= ================
See accompanying notes to financial statements.
6
ThermoGenesis Corp.
Condensed Statements of Cash Flows (Unaudited)
Three Months Ended September 30, 2005 and 2004
(in thousands) 2005 2004
---------------- ----------------
Cash flows from operating activities:
Net loss ($2,016) ($1,879)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 93 78
Stock based compensation expense 231 80
Net change in operating assets and liabilities:
Accounts receivable 692 850
Inventories 186 (543)
Other current assets 102 25
Other assets -- (1)
Accounts payable (624) (301)
Accrued payroll and related expenses (99) (69)
Accrued liabilities (77) (283)
Deferred revenue (30) (16)
---------------- ----------------
Net cash used in operating activities (1,542) (2,059)
---------------- ----------------
Cash flows from investing activities:
Capital expenditures (40) (53)
---------------- ----------------
Net cash used in investing activities (40) (53)
---------------- ----------------
Cash flows from financing activities:
Payments on capital lease obligations and note payable (36) (3)
Exercise of stock options and warrants 171 464
---------------- ----------------
Net cash provided by financing activities 135 461
---------------- ----------------
Net decrease in cash and cash equivalents (1,447) (1,651)
Cash and cash equivalents at beginning of period 9,568 16,612
---------------- ----------------
Cash and cash equivalents at end of period $8,121 $14,961
================ ================
Supplemental non-cash flow information:
Equipment acquired by capital lease $106 --
================ ================
Transfer of inventory to equipment $22 $123
================ ================
Transfer of equipment to inventory $63 --
================ ================
See accompanying notes to financial statements
7
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited)
Interim Reporting
-----------------
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
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 ThermoGenesis Corp's (the "Company") 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, 2005 are not necessarily indicative of
the results that may be expected for the year ending June 30, 2006.
The balance sheet at June 30, 2005, has been derived from the audited financial
statements at that date but does not include all the information and footnotes
required by U.S. generally accepted accounting principles for complete financial
statements.
Summary of Significant Accounting Policies
------------------------------------------
Revenue
The Company recognizes revenue including multiple element arrangements, in
accordance with the provisions of Staff Accounting Bulletin ("SAB") No. 104 and
Emerging Issues Task Force ("EITF") 00-21. Revenue arrangements with multiple
elements are divided into separate units of accounting if certain criteria are
met, including whether the delivered item has value to the customer on a
stand-alone basis and whether there is objective and reliable evidence of the
fair value of the undelivered items. Revenue is recognized as specific elements
indicated in sales contracts are executed. If an element is essential to the
functionality of an arrangement, the entire arrangement's revenue is deferred
until that essential element is delivered. The fair value of each undelivered
element that is not essential to the functionality of the system is deferred
until performance or delivery occurs. The fair value of an undelivered element
is based on vendor specific objective evidence or third party evidence of fair
value as appropriate. If an undelivered element exists, the Company will
determine the fair value of the undelivered element and subtract the fair value
of the undelivered element from the total consideration under the arrangement.
The residual amount is the Company's estimate of the fair value of the delivered
element. Costs associated with inconsequential or perfunctory elements in
multiple element arrangements are accrued at the time of revenue recognition.
The Company accounts for training and installation as a separate element of a
multiple element arrangement. The Company therefore recognizes the fair value of
training and installation services upon their completion. 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 defers the up-front fees and recognizes the fees
as revenue on a straight-line basis over the term of the respective license.
8
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Summary of Significant Accounting Policies (Continued)
------------------------------------------------------
Revenue (Continued)
Revenues from the sale of the Company's products are recognized upon transfer of
title. The Company generally ships products F.O.B. shipping point. 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 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 history of adhering to the terms of its contractual arrangements
with the Company, the level of inventories 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 currently recognizes
revenue on the sell-in method with its distributors. 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 which is included in net revenues, generated from contracts for
providing maintenance of equipment is amortized over the life of the agreement.
All other service revenue is recognized at the time the service is completed.
Amounts billed in excess of revenue recognized are recorded as deferred revenue
on the balance sheet.
Inventories
Inventories consisted of the following at:
(in thousands) September 30, 2005 June 30, 2005
------------------ -------------
Raw materials $1,439 $1,433
Work in process 1,678 1,723
Finished goods 662 756
Reserve (644) (632)
------------------------ ------------------
$3,135 $3,280
======================== ==================
Included in the Company's inventory reserve at September 30, 2005 and June 30,
2005 was $448,000 and $431,000, respectively, related to CryoSeal(R) FS System
inventory products which is based on inventory levels in excess of current
demand for the product. The remainder of the reserve relates to the
BioArchive(R) System and ThermoLine(TM) inventory which have been identified as
slow-moving or potentially obsolete.
Warranty
The Company offers a one-year warranty for all of its products. The Company
estimates the costs that may be incurred under its basic limited warranty and
records a liability in the amount of such costs at the time product revenue is
recognized. Factors that affect the Company's warranty liability include the
number of installed units, historical and anticipated rates of warranty claims,
and cost per claim. The Company periodically assesses the adequacy of its
recorded warranty liabilities and adjusts the amounts as necessary.
9
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Summary of Significant Accounting Policies (Continued)
------------------------------------------------------
Warranty (Continued)
Changes in the Company's product liability during the period are as follows:
(in thousands)
July 1, 2005 balance $103
Warranties issued during the period 20
Settlements made during the period (7)
Changes in liability for pre-existing warranties during
the period, including expirations (22)
-------------
Balance at September 30, 2005 $94
=============
Stock-Based Compensation
Stock Plans
-----------
The 2002 Independent Directors Equity Incentive Plan ("2002 Plan") permits the
grant of stock or options to independent directors. A total of 350,000 shares
were approved by the stockholders for issuance under the 2002 Plan. Options are
granted at prices which are equal to 100% of the fair market value on the date
of grant, and expire over a term not to exceed ten years. Options generally vest
immediately, unless otherwise determined by the Board of Directors.
The Amended 1994 Stock Option Plan ("1994 Plan") permits the grant of stock or
options to employees, directors and consultants. A total of 1,450,000 shares
were approved by the stockholders for issuance under the 1994 Plan. Options are
granted at prices that are equal to 100% of the fair market value on the date of
grant, and expire over a term not to exceed ten years. Options generally vest
ratably over a five-year period, unless otherwise determined by the Board of
Directors. The 1994 Plan, but not the options granted, expired in October 2004.
The Amended 1998 Stock Option Plan ("1998 Plan") permits the grant of stock or
options to employees, directors and consultants. A total of 3,798,000 shares
were approved by the stockholders for issuance under the 1998 Plan. Options are
granted at prices that are equal to 100% of the fair market value on the date of
grant, and expire over a term not to exceed ten years. Options generally vest
ratably over three to five years, unless otherwise determined by the Board of
Directors.
10
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Stock-Based Compensation (Continued)
Adoption of FAS 123(R)
----------------------
Prior to July 1, 2005, the Company accounted for those plans under the
recognition and measurement provisions of Accounting Principals Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations, as permitted by Financial Accounting Standards Board ("FASB")
Statement No. 123, Accounting for Stock-Based Compensation. No stock-based
employee compensation cost was recognized for options granted in the Statement
of Operations for the three months ended September 30, 2004, as all options
granted under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Effective July 1, 2005, the
Company adopted the fair value recognition provisions of FASB Statement No.
123(R), Share-Based Payment, using the modified-prospective-transition method.
Under that transition method, compensation cost recognized in fiscal year 2006
includes: (a) compensation cost for all share-based payments granted prior to,
but not yet vested as of July 1, 2005, based on the grant date fair value
estimated in accordance with the original provisions of Statement 123, and (b)
compensation cost for all share-based payments granted subsequent to July 1,
2005, based on the grant-date fair value estimated in accordance with the
provisions of Statement 123(R); However, no share-based awards were granted
during the first quarter of fiscal year 2006. Results for prior periods have not
been restated.
As a result of adopting Statement 123(R) on July 1, 2005, the Company's net loss
for the three months ended September 30, 2005, was $195,000 lower than if it had
continued to account for share-based compensation under Opinion 25. Basic and
diluted loss per share for the three months ended September 30, 2005 had the
Company not adopted Statement 123(R) remained unchanged as compared to reported
basic and diluted loss per share of $0.04.
Determining Fair Value
----------------------
Valuation and amortization method - The Company estimates the fair value of
stock options granted using the Black-Scholes-Merton option-pricing formula.
This fair value is then amortized on a straight-line basis over the requisite
service periods of the awards, which is generally the vesting period.
Expected Term - The Company's expected term represents the period that the
Company's stock-based awards are expected to be outstanding and was determined
based on historical experience of similar awards, giving consideration to the
contractual terms of the stock-based awards, vesting schedules and expectations
of future employee behavior as influenced by changes to the terms of its
stock-based awards.
Expected Volatility - The Company uses the trading history if its common stock
in determining an estimated volatility factor when using the
Black-Scholes-Merton option-pricing formula to determine the fair value of
options granted.
Expected Dividend - The Company has not declared dividends. Therefore, the
Company uses a zero value for the expected dividend value factor when using the
Black-Scholes-Merton option-pricing formula to determine the fair value of
options granted.
Risk-Free Interest Rate - The Company bases the risk-free interest rate used in
the Black-Scholes-Merton valuation method on the implied yield currently
available on U.S. Treasury zero-coupon issues with the same or substantially
equivalent remaining term.
11
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Stock-Based Compensation (Continued)
Determining Fair Value (Continued)
----------------------------------
Estimated Forfeitures - When estimating forfeitures, the Company considers
voluntary and involuntary termination behavior as well as analysis of actual
option forfeitures.
Pro Forma
---------
The following table illustrates the effect on net loss per share if the Company
had applied the fair value recognition provisions of Statement 123 to options
granted under the Company's stock option plans. For purposes of this pro forma
disclosure, the value of the options is estimated using a Black-Scholes-Merton
option-pricing formula and amortized to expense over the options' vesting
periods.
Three Months Ended
(in thousands) September 30,
2004
-------------------------
Net loss, as reported ($1,879)
Add: stock-based employee
compensation expense included in
reported net loss, net of related tax
effects 70
Deduct: total stock-based employee
compensation expense determined
under fair value method for all
awards, net of related tax effects (387)
-------------------------
Pro forma net loss ($2,196)
=========================
Basic and diluted net loss per share
As reported ($0.04)
Pro Forma ($0.05)
Fair Value - The Company did not grant stock options to employees for the three
months ended September 30, 2005. The fair value of the Company's stock options
granted to employees for the three months ended September 30, 2004, was
estimated using the following weighted-average assumptions:
2004
-----------------
Expected Term (in years) 6.3
Risk-free interest rate 3.8%
Volatility .85
Weighted-Average Fair Value $2.78
Dividend yield 0%
12
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Stock-Based Compensation (Continued)
Stock Compensation Expense
--------------------------
As required by SFAS 123(R), management made an estimate of expected forfeitures
and is recognizing compensation costs only for those equity awards expected to
vest.
At September 30, 2005, the total compensation cost related to unvested
stock-based awards granted to employees under the Company's stock option plans
but not yet recognized was $1,534,000 net of estimated forfeitures of $104,000.
This cost will be amortized on a straight-line basis over a weighted-average
period of approximately two years and will be adjusted for subsequent changes in
estimated forfeitures.
The Company issues new shares of common stock upon exercise of stock options.
The following is a summary of option activity for the Company's stock option
plans:
Weighted-
Average
Weighted- Remaining Aggregate
Number of Average Contractual Intrinsic
(in thousands, except share price and term) Shares Exercise Price Life Value
---------------- ---------------- ---------------- ---------------
Outstanding at June 30, 2005 2,344 $2.56
Granted -- --
Expired -- --
Forfeitures and Cancellations (63) $4.75
Exercised (12) $3.53
---------------- ---------------
Outstanding at September 30, 2005 2,269 $2.49 3.9 $6,382
---------------- ---------------- ---------------- --------------
Vested and Expected to Vest at September
30, 2005 2,214 $2.48 3.9 $6,246
---------------- ---------------- ---------------- --------------
Exercisable at September 30, 2005 1,414 $2.22 3.4 $4,372
---------------- ---------------- ---------------- --------------
13
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Stock-Based Compensation (Continued)
Stock Compensation Expense (Continued)
--------------------------------------
The aggregate intrinsic value is calculated as the difference between the
exercise price of the underlying awards and the quoted price of the Company's
common stock for the 2,250,000 options that were in-the-money at September 30,
2005. During the three months ended September 30, 2005 and 2004, the aggregate
intrinsic value of options exercised under the Company's stock option plans were
$21,000 and $81,000, respectively, determined as of the date of option exercise.
Common Stock Restricted Awards
------------------------------
On August 9, 2004, the Company's Compensation Committee approved the grant of
50,914 shares of restricted common stock to selected members of management and
key employees, excluding its executive officers, which had a fair market value
of $3.58 per share on the date of grant. These common stock restricted awards
vest in three equal installments, on the date of grant and the first and second
anniversary of the grant date. The Company recorded deferred stock compensation
of $182,000 based on the closing market price of the Company's common stock on
the date of grant. One third vested immediately on the grant date and the
remaining value will be amortized on a straight-line basis over the remaining
two year service period. In accordance with FAS 123(R), on July 1, 2005 the
Company reversed the deferred stock compensation balance of $57,000 against
additional paid-in-capital. The following is a summary of restricted stock
activity during the first quarter of fiscal 2006:
(in thousands) Number of Grant Date
Shares Fair Value
------------- --------------
Outstanding at June 30, 2005 29 $104
Granted -- --
Vested (14) ($50)
Forfeited (1) ($4)
------------- --------------
Outstanding at September 30, 2005 14 $50
============= ==============
Warrants
--------
During the quarter ended September 30, 2005, the Company received $128,000 in
cash from the exercise of warrants to purchase 43,200 shares of common stock.
Recent Accounting Pronouncements
--------------------------------
In November 2004, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 151 ("SFAS 151"), "Inventory Costs, an amendment of Accounting
Research Bulletin ("ARB") No. 43, Chapter 4." SFAS 151 amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify that abnormal amounts of
idle facility expense, freight, handling costs, and wasted material should be
recognized as current period charges and requires the allocation of fixed
production overheads to inventory based on the normal capacity of the production
facilities. SFAS 151 was adopted as of July 1, 2005 and did not have a material
impact on the Company's financial statements.
14
ThermoGenesis Corp.
Notes to Condensed Financial Statements (Unaudited) (Continued)
Net Loss per Share
------------------
Net loss per share is computed by dividing the net loss to common stockholders
by the weighted average number of common shares outstanding. The calculation of
the basic and diluted earnings per share is the same for all periods presented,
as the effect of the potential common stock equivalents is antidilutive due to
the Company's net loss position for all periods presented. Antidilutive
securities, which consist of stock options, warrants, common stock restricted
awards and the Series A convertible preferred stock, that were not included in
diluted net loss per common share were 2,883,816 and 3,717,181 as of September
30, 2005 and 2004.
Subsequent Events
-----------------
On October 13, 2005, the Company entered into an International Distribution
Agreement (the "GEHC Agreement") with Amersham Biosciences AB, a GE Healthcare
company headquartered in Sweden ("GEHC"). Under the Agreement, GEHC becomes the
exclusive worldwide distributor of and service provider for the Company's Auto
Xpress(TM) System (AXP(TM)) and BioArchive System. The Company will receive from
GEHC fees for rights granted under the Agreement. GEHC will purchase products
from the Company to distribute and service. In addition, GEHC and the Company
agreed to collaborate on certain future improvements to these product lines. The
Agreement has an initial expiration date of December 31, 2010, but will be
automatically renewed for additional two year periods unless terminated by one
of the parties 12 months prior to the end of the then current term.
On October 28, 2005, the stockholders approved an amendment to and restatement
of the Company's Certificate of Incorporation to increase the number of
authorized shares of common stock from 50,000,000 to 60,000,000.
On November 7, 2005, the Company entered into an OEM Supply Agreement (the
"Agreement") with Medtronic, Inc. ("MDT"). Under the terms of the Agreement, the
Company will modify its Thrombin Processing Device ("TPD") to work with MDT's
Magellan Product (the "OEM Product") and sell and supply the OEM Product to MDT
for use and sale in conjunction with the MDT Magellan Product throughout the
world. The Agreement has a term of five years. MDT's Magellan Product is used
for the production of platelet gel. MDT previously used bovine thrombin in
conjunction with the Magellan device.
15
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004
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 2006, 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 Securities and Exchange Commission
("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 for the
distributed manufacturing of "personalized" cell and tissue therapy (CTT)
products such as fibrin sealant, thrombin, and units of umbilical cord blood
stem cells. These products typically originate from the blood or tissue of the
patient or a single typed and pathogen screened placenta or living donor. CTT is
a broad rapidly growing field of medicine that involves the collection,
purification, manipulation and administration of somatic stem cells and/or their
progeny, proteins and growth factors for the focused treatment of disease,
tailored to individual patients. This methodology of personalized disease
treatment is considerably different than that demonstrated by conventional
pharmaceutical drugs, such as statins, analgesics or antibiotics. These generic
pharmaceutical drugs are produced in large quantities, are similarly effective
on most patients with similar underlying medical conditions. Additionally, these
drugs typically consist of inert materials that can be stored in medicine
cabinets at room temperature. In contrast, "personalized" CTT products are
manufactured one at a time, are intended for a single patient, and require low
temperature for preserving the cells, blood proteins or growth factors,
sometimes cryogenic (-196(degree)C) storage conditions.
The Company's products can address a broad range of CTT. We have developed a
concentrated expertise in the CTT area of somatic stem cells. Until the middle
of the 1990s, researchers were familiar with two major types of stem cells,
embryonic stem cells and adult stem cells. However, recent years have seen the
emergence of a category of stem cells, called somatic stem cells that are found
in umbilical cord blood or the bone marrow and other tissues of the body. These
somatic stem cells are both enabling for, and a subset of, CTT. Somatic stem
cells are capable of a wide range of differentiation into several highly diverse
cell types such as nerve cells, muscle cells and hematopoietic cells. Somatic
stem cells have come into focus as fundamental units of development and
maintenance of the adult organism as well as an attractive tool for tissue
regeneration.
16
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Introduction (Continued)
------------------------
The ability to obtain large quantities of somatic stem cells able to produce
mature muscle, nerve or pancreatic cells is useful in the development of
clinical treatments for genetic diseases. This clinical practice is
"personalized" medicine which utilizes either an individual's own somatic stem
cells, thus circumventing problems of rejection associated with implantation of
allogeneic organ grafts or utilizes somatic stem cells sourced from an
immunologically matched person or placental blood.
CTT can be characterized by (1) the source of the somatic stem cells (e.g.,
neonatal, adult, or perhaps, in the future, embryonic) (2) the source of blood
proteins or growth factors (e.g., from the patient or a matched single donor),
(3) the cell progeny in the final product (e.g., hematopoietic, mesenchymal,
dendritic cells, chondrocytes, etc.), (4) the disease targeted (e.g., bone
marrow rescue, diabetes, myocardial infarction, Parkinson), and (5) the type of
manipulation (e.g., cell isolation, capture, expansion, gene modification,
cryoprecipitation or fractionation). Critical factors in providing acceptable
"personalized" CTT products are that they be precisely identified and tracked
from their source to the receiving patient and that every manufacturing step,
such as harvesting, processing, freezing, transporting, matching, and
administering, preserves the potency of the product.
The Company's BioArchive and AXP products and intellectual property are designed
to ensure that the living cells in the CTT products are fully functional at time
of transplant - which may be months or years after production. We believe that
the Company's products, that arise from its intellectual property, contain
substantial advantages over other products and practices in enabling the
precision manufacturing of CTT products in a safe sterile environment which will
reduce the loss of cells and loss of cell viability at each step of the process
from collection to administration.
The Company's legacy is in its ThermoLine(TM) products for ultra rapid freezing
and thawing of blood components, which the Company distributes to blood banks
and hospitals. Beginning in late 1993, and with accelerated research and
development efforts from 1996 to present, the Company completed development of
the BioArchive, AutoXpress and CryoSeal technology platforms.
The BioArchive System has initially been configured to automate the
cryopreservation and archiving in liquid nitrogen, units of hematopoietic stem
cells sourced from umbilical cord blood. The BioArchive System, introduced in
1999 has been purchased by the major cord blood stem cell banks in 26 countries.
These cord blood stem cell units have been used to treat leukemias, lymphomas,
diverse inherited anemias, such as sickle cell anemia and thalassemia, and other
genetic diseases.
The CryoSeal System produces a second-generation surgical sealant which prepares
the two interactive liquid components of a fibrin sealant: (1) the wound healing
proteins of fibrinogen, fibronectin, Factor VIII, von Willebrands Factor and
Factor XIII and (2) the activating enzyme, thrombin. When combined at the
bleeding wound site, the two components form an adhesive gel that stops bleeding
and bonds tissue. This more advanced surgical sealant, sourced from either the
patient's own blood or that of a single typed donor may be manufactured in
either hospitals or blood centers and competes with conventional fibrin
sealants, sourced from "pools" of plasma purchased from up to ten thousand
individuals. The Company expanded its technical human capacity to achieve
completion of these research projects, pursue regulatory clearance for the
developed products, add experienced marketing talent to launch the products, and
apply for patent and other intellectual property protection.
17
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Introduction (Continued)
------------------------
To date, our BioArchive System and related products are purchased predominantly
by specialized cord blood stem cell banks and stem cell research facilities. The
sales of BioArchive devices have been dependent on start-up and ongoing funding
costs associated with new stem cell banks as the science evolved. In more recent
periods governmental funding of cord blood banks, as well as more recognized
therapeutic benefits from this stem cell treatment appear to be increasing
demand for cord blood stem cell transplants. Consistent with the perception that
governmental backing and funding will accelerate the demand for the products,
the Company has incurred expenses to promote federal financing to increase the
inventory of high quality cord blood units manufactured by a network of
FDA-approved cord blood banks. Legislation appropriating $19.4 million has
passed Congress and been signed into law and Health Resources and Services
Administration ("HRSA") is expected to award these funds following Requests for
Proposals ("RFPs") to "qualified" cord blood banks in the near future. In
addition, legislation authorizing the federal financing of the production of
150,000 cord blood stem cell units has passed the House of Representatives by a
vote of 431 in favor and 1 against. However, there is no certainty that the
authorizing legislation will ultimately pass or that if it passes, it will
result in a corresponding increase in our revenues due to cord blood banks who
receive the funds deciding to purchase our BioArchive System.
Our CryoSeal System has completed its U.S. clinical trials and sales in the U.S.
are pending the required FDA approval following our PMA submission. In October
2005, the outcome data was completed for the 150 patient blinded, randomized
multi-center clinical trial. The study reached its primary end point, which was
to demonstrate equivalency (i.e. that results obtained using the CryoSeal FS
System were "non-inferior" to results achieved with the control). The data in
fact demonstrated that patients treated with CryoSeal FS showed "superiority"
(statistically significant quicker time to hemostasis) versus the control group.
The Company has received CE Mark approval for the system enabling its sale and
use in Europe, although sales into individual countries under cost reimbursement
structures often requires the existence of supporting clinical usage within that
country. We have, through our distribution partners in Europe, undertaken
several clinical studies and, upon completion, will initiate more aggressive
marketing. In Japan, our distributor, Asahi Medical Co. Ltd., has completed
enrollment in their pivotal clinical trial and filed their PMA equivalent in
March 2005. In Canada, field trials are underway to provide a cost
justification for federal reimbursement to hospitals that use the product. In
Brazil, field trials have begun to establish training and demonstration with
selected customers. Several similar field trials are at various stages
throughout Europe.
The Company recently completed development of the AutoXpress and has initiated a
Master file of the product with the FDA. The AXP is an innovative product which
semi-automates the isolation and concentration of hematopoietic stem cells from
cord blood into a fixed 20 ml volume in a closed sterile environment. It
includes a compact battery powered device and a proprietary disposable bag set.
The AXP replaces the current clinical process which is an 18-step manual method
with 3-step collection of stem cells. This manual process introduces
sedimentation agents or density gradient media and requires a clean room along
with trained technicians. The AXP completes this process with a higher yield
rate in a sterilized bag set. Included in the set is a 25 ml freezing bag which
can be archived in the BioArchive System.
The TPD, a product line extension of the CryoSeal platform, is a small stand
alone disposable that isolates and captures activated autologous thrombin from
approximately 11 ml of patient blood plasma. Thrombin is used as a topical
hemostatic agent for minor bleeding sites, to treat pseudoaneurysms and to
release growth factors from platelets.
18
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Introduction (Continued)
------------------------
In our early history, our revenue was derived principally from the sale of our
blood plasma freezers and thawers. With the launch of our BioArchive System in
1999, we realized revenue increases due to the sale of that equipment. The
installed base of our medical devices is designed to drive increases in revenue
due to the recurring sale of disposables. We anticipate similar revenue
increases from disposable sales related to the CryoSeal System, AXP and TPD when
the installed base of units increases, however there is no assurance that this
will occur.
The Company has announced a number of important agreements, summarized as
follows:
In March of 2005, the Company entered into a Supply Agreement with Cell Factors
Technologies, Inc., an Indiana corporation and an affiliate of Biomet, Inc.
("CFT"). Under the agreement, the Company will manufacture a thrombin disposable
and reagent for the Clotalyst System. Clotalyst is CFT's autologous clotting
factor device and blood processing disposables. The Company assumes the role of
manufacturer for CFT of the Clotalyst device and blood processing disposals for
a term of five years. The agreement requires CFT, upon FDA clearance, to
purchase a minimum quantity of 20,000 devices per year. CFT has paid a one time
advance fee for engineering and development of the product.
In March of 2005, the Company entered into a five-year Distribution and License
Agreement with Asahi Kasei Medical Co., Ltd. ("Asahi"). Under the agreement, the
Company granted Asahi exclusive rights to sell the CryoSeal System in Japan.
This agreement replaces the parties' prior Distribution and Manufacturing
License Agreement for the CryoSeal System. The agreement also granted Asahi the
right to manufacture the processing disposables and thrombin reagent for
production of thrombin in Japan. Asahi paid a non-refundable fee upon signing
the agreement. Asahi will have the non-exclusive right to manufacture and sell
the Thrombin Activation Device ("TAD") Stand Alone and the later version, the
TPD, in Japan.
In July 2005, the Company entered into a non-exclusive, five-year distribution
agreement with CFT to supply CFT with the Company's existing CE marked TPD for
sale in Europe and Canada in order in allow them to immediately begin marketing
their platelet gel product. Previously, Biomet had been selling bovine thrombin
with their platelet gel product.
On October 13, 2005, the Company entered into a five-year agreement with
Amersham Biosciences AB, General Electric Healthcare Company, which outlined the
terms of a new strategic relationship between the Company and GE Healthcare.
Pursuant to this agreement, (i) GE Healthcare becomes the exclusive worldwide
distributor and service provider for the Company's BioArchive and AXP products,
(ii) GE Healthcare agreed to provide the Company with certain funds upon
execution of the agreement and over the next 15 months and (iii) GE Healthcare
and the Company agreed to collaborate on certain future improvements to these
product lines.
In November 2005, the Company entered into a non-exclusive, five-year
distribution and product modification agreement with Medtronic to supply the CE
marked TPD for sale with Medtronic's Magellan Platelet Separation Device. This
agreement intends to allow the sale of an all autologous platelet gel.
Initially, Medtronic will sell the TPD-enabled Magellan product in Europe and
Canada. Previously, Medtronic had been selling bovine thrombin with their
platelet gel products.
19
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Introduction (Continued)
------------------------
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.
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.
Stock-Based Compensation:
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Statement of Financial Accounting Standards
No. 123(R), Shared-Based Payments (FAS 123(R)). Under FAS 123(R), compensation
cost is calculated on the date of the grant using the Black Scholes-Merton
option-pricing formula. The compensation expense is then amortized over the
vesting period. The Company uses the Black-Scholes-Merton option-pricing formula
in determining the fair value of the Company's options at the grant date and
applies judgment in estimating the key assumptions that are critical to the
model such as the expected term, volatility and forfeiture rate of an option.
The Company's estimate of these key assumptions is based on historical
information and judgment regarding market factors and trends. If actual results
are not consistent with the Company's assumptions and judgments used in
estimating the key assumptions, the Company may be required to record additional
compensation or income tax expense, which could have a material impact on the
Company's financial position and results of operations.
20
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Critical Accounting Policies (Continued)
----------------------------------------
Revenue Recognition:
The Company recognizes revenue in accordance with the provisions of SAB No. 104
and EITF 00-21. 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 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 inventories
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 currently recognizes revenue on the sell-in method with
its distributors.
Allowance for Doubtful Accounts:
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, which would be charged against earnings.
Warranty:
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.
Inventory Reserve:
The Company plans inventory procurement and production based on orders received,
forecasted demand and supplier requirements. The Company writes down its
inventories for estimated obsolescence or unmarketable inventories equal to the
difference between the cost of inventories and its net realizable value based
upon estimates about future demand from our customers and distributors and
market conditions. Because some of the Company's products are highly dependent
on government and third-party funding, current customer use and validation, and
completion of regulatory and field trials, there is a risk that we will forecast
incorrectly and purchase or produce excess inventory. As a result, actual demand
may differ from forecasts, and such a difference may have a material adverse
effect on future results of operations due to required write-offs of excess or
obsolete inventory. This inventory risk may be further compounded for the
CryoSeal family of products because they are at initial market introduction and
market acceptance will depend upon the customer accepting the products as
clinically useful, reliable, accurate and cost effective compared to existing
and future products and completion of required clinical or field acceptance
trials.
21
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Results of Operations
---------------------
Results of Operations for the Three Months Ended September 30, 2005 as Compared
to the Three Months Ended September 30, 2004
Net Revenues:
Revenues for the three months ended September 30, 2005 were $2,116,000, compared
to $2,397,000 for the three months ended September 30, 2004, a decrease of
$281,000. Revenues generated by the BioArchive product line were $1,454,000 for
the three months ended September 30, 2005, compared to $1,678,000 for the
corresponding fiscal 2005 period, a decrease of $224,000. There were three
BioArchive devices shipped in the first quarter of fiscal 2006 versus four in
the first quarter of fiscal 2005. Included in the BioArchive product line
revenues noted above was $674,000 generated from the sales of disposables for
the first quarter of fiscal 2006, compared to $713,000 for the first quarter of
fiscal 2005 due to lower sales of canisters, an accessory of the BioArchive
System. Revenues generated by the ThermoLine product line were $512,000 for the
three months ended September 30, 2005, compared to $577,000 for the same period
in the prior year. The loss in revenue is primarily due to the loss of a
ThermoLine service contract with ZLB, formerly Aventis.
The following represents the Company's cumulative BioArchive devices sold into
the following geographies through the dates indicated:
September 30
2005 2004
---------- -----------
United States 24 19
Asia 46 40
Europe 26 24
Rest of World 21 14
---------- -----------
117 97
========== ===========
Cost of Revenues:
Cost of revenues as a percent of revenues was 72% for the three months ended
September 30, 2005, as compared to 67% for the corresponding fiscal 2005 period.
The cost of revenues percentage is higher primarily due to the loss of
ThermoLine service revenues, which had a higher margin than the overall product
mix for the three months ended September, 30, 2005. Also contributing to the
increase in cost of revenues was a lower percentage of BioArchive device and
canister sales, which carry a higher margin than overall product mix for the
first fiscal quarter of 2006.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses were $1,584,000 for the three
months ended September 30, 2005, compared to $1,434,000 for the fiscal 2005
period, an increase of $150,000 or 10%. The increase is primarily attributable
to the Company's adoption of Statement 123(R) as of July 1, 2005, which resulted
in $155,000 of stock based compensation expense for the quarter ended September
30, 2005.
22
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Results of Operations (Continued)
---------------------------------
Research and Development Expenses:
Included in this line item are Engineering, Regulatory Affairs, Scientific and
Clinical Affairs.
Research and development expenses for the three months ended September 30, 2005,
were $1,073,000 compared to $1,269,000 for the corresponding fiscal 2005 period,
a decrease of $196,000 or 15%. The decrease is primarily due to a reimbursement
of $115,000 in product development costs associated with the TPD product
extension, the Clotalyst, and a reduction of $125,000 in the costs associated
with design and development services for the AXP System as it is nearing
completion. Certain costs for development of the Clotalyst product are being
reimbursed by our strategic partner, BioMet. The costs associated with the
CryoSeal FS human clinical trials were $304,000, for the quarter ended September
30, 2005 versus $283,000 for the same period in fiscal 2005.
Liquidity and Capital Resources
-------------------------------
At September 30, 2005, the Company had a cash balance of $8,121,000, and working
capital of $11,507,000. This compares to a cash balance of $9,568,000 and
working capital of $13,085,000 at June 30, 2005. The cash was used to fund
operations and other cash needs of the Company. This was offset by the exercise
of stock options and warrants of $171,000. 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 $73
million, net of expenses, through common and preferred stock financings and
option and warrant exercises. As of September 30, 2005, the Company has no
off-balance sheet arrangements.
Net cash used in operating activities for the three months ended September 30,
2005 was $1,542,000, primarily due to the net loss of $2,016,000. Accounts
receivable generated $692,000 of cash due to collections of outstanding customer
balances. Inventories generated $186,000 of cash as a result of decreasing our
inventory procurement. Other current assets generated $102,000 of cash due to
utilizing a prepayment for invoices from a Clinical Research Organization
("CRO") for services with respect to the Company's CryoSeal FS human clinical
trials. The reduction in accounts payable during the quarter resulted in a use
of cash of $624,000.
Backlog
-------
The Company's cancelable backlog at September 30, 2005 was $70,000.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
------------------------------------------------------------------
All sales, domestic and foreign, are made in U.S. dollars and therefore material
fluctuations are believed to have no impact on the Company's net revenues. The
Company has no long-term debt or investments, other than a note payable and a
capital lease, and therefore is not subject to interest rate risk. Management
does not believe that inflation has had or will have a significant impact on the
Company's results of operations. The Company is not exposed to any market risk
involving activities in derivative commodity instruments.
23
ThermoGenesis Corp.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ended September 30, 2005 and 2004 (Continued)
Item 4. Controls and Procedures
-------------------------------
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 Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures (as defined by Exchange Act Rule 13a-15(e)) as of the end of our
fiscal quarter pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
the Company's Chief Executive Officer along with the Company's Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
There were no changes in the Company's internal controls over financial
reporting that occurred during the three months ended September 30, 2005 that
have materially affected, or are reasonably likely to materially affect, its
internal controls over financial reporting. The Company believes that a control
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within any company have been detected.
24
PART II - OTHER INFORMATION
Item 1. Legal.
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. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits:
3.1 (a) Amended and Restated Certificate of Incorporation(1)
(b) Revised Bylaws(2)
4.1 Warrant (form)(3)
31.1 Certification by the Principal Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Principal Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 906 of the Sarbanes
Oxley Act of 2002.
Footnotes to Exhibit Index
(1) Previously filed as an Exhibit to the Company's Proxy
Statement filed September 12, 2005
(2) Incorporated by reference to Form 10-KSB for the year
ended June 30, 1994
(3) Incorporated by reference to Form 8-K dated April 5, 2002
25
ThermoGenesis Corp.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ThermoGenesis Corp.
(Registrant)
Dated: December 13, 2005
/s/ Philip H. Coelho
---------------------------------
Philip H. Coelho
Chief Executive Officer
(Principal Executive Officer)
/s/ Matthew T. Plavan
--------------------------------
Matthew T. Plavan
Chief Financial Officer
(Principal Financial and Accounting Officer)
26