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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)