U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended December 31, 2001.
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.)
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)
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.001 Par Value Nasdaq SmallCap Market
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, $.001 par value,
outstanding on February 1, 2002 was 31,644,936.
-------------------------------
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THERMOGENESIS CORP.
INDEX
Page Number
Part I Financial Information
Item 1. Financial Statements (Unaudited):
Balance Sheets at December 31, 2001 and June 30, 2001 ........ 3
Statements of Operations for the Three and Six
Months ended December 31, 2001 and 2000 ...................... 5
Statements of Cash Flows for the Three and Six Months
Ended December 31, 2001 and 2000 ............................. 6
Notes to Financial Statements ................................ 7
Item 2. Management's Discussion and Analysis of
Financial Condition 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
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
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PART I FINANCIAL INFORMATION
THERMOGENESIS CORP.
Balance Sheets
(Unaudited)
December 31, June 30,
ASSETS 2001 2001
Current Assets:
Cash and cash equivalents $2,251,000 $3,544,000
Short term investments - 1,822,000
Accounts receivable, net of allowance for doubtful
accounts of $84,000 ($84,000 at June 30, 2001) 1,420,000 1,369,000
Inventory 3,092,000 1,843,000
Other current assets 223,000 96,000
---------- ---------
Total current assets 6,986,000 8,674,000
Equipment, at cost less accumulated depreciation
of $2,207,000 ($1,974,000 at June 30, 2001) 671,000 811,000
Other assets 67,000 68,000
---------- --------
$7,724,000 $9,553,000
========== ==========
See accompanying notes to financial statements.
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THERMOGENESIS CORP.
Balance Sheets (continued)
(Unaudited)
December 31, June 30,
LIABILITIES AND STOCKHOLDER'S EQUITY 2001 2001
Current liabilities:
Accounts payable $907,000 $709,000
Accrued payroll and related expenses 207,000 182,000
Deferred revenue 27,000 233,000
Accrued liabilities 967,000 452,000
--------- ---------
Total current liabilities 2,108,000 1,576,000
Long-term portion of capital lease obligations 39,000 45,000
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, 2001) - -
Preferred stock, $.001 par value; 800,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.001 par value; 50,000,000 shares authorized;
31,606,436 issued and outstanding (31,794,769 at
June 30, 2001) 32,000 32,000
Paid in capital in excess of par 51,985,000 52,397,000
Stockholder note receivable - (425,000)
Accumulated deficit (46,440,000) (44,072,000)
------------ ------------
Total stockholders' equity 5,577,000 7,932,000
------------ ------------
$7,724,000 $9,553,000
============ ============
See accompanying notes to financial statements.
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THERMOGENESIS CORP.
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
(Restated) (Restated)
Net revenues $2,467,000 $1,597,000 $3,984,000 $2,461,000
Cost of revenues 1,841,000 1,222,000 3,110,000 2,137,000
----------------- ----------------- ---------------- -----------------
Gross profit 626,000 375,000 874,000 324,000
----------------- ----------------- ---------------- -----------------
Expenses:
General and administrative 644,000 440,000 1,130,000 855,000
Selling and service 512,000 533,000 1,119,000 1,011,000
Research and development 455,000 435,000 1,056,000 870,000
----------------- ----------------- ---------------- -----------------
Total expenses 1,611,000 1,408,000 3,305,000 2,736,000
Interest expense 3,000 32,000 6,000 35,000
Interest income 33,000 26,000 69,000 59,000
----------------- ----------------- ---------------- -----------------
Net loss before before cumulative effect of
accounting change under SAB 101 (955,000) ($1,039,000) (2,368,000) (2,388,000)
Cumulative effect of accounting change
under SAB 101 - - - (282,000)
----------------- ----------------- ---------------- -----------------
Net loss ($955,000) ($1,039,000) ($2,368,000) ($2,670,000)
================= ================= ================ =================
Per share data:
Net loss before preferred stock dividend and
cumulative effect of accounting change under
EITF 00-27 ($955,000) ($1,039,000) ($2,368,000) ($2,670,000)
Preferred stock dividend - (23,000) - (73,000)
Cumulative effect of accounting change
under EITF 00-27 - (580,000) - (580,000)
----------------- ----------------- ---------------- -----------------
Net loss applicable to common stockholders ($955,000) ($1,642,000) ($2,368,000) ($3,323,000)
================= ================= ================ =================
Basic and diluted net loss per share before
cumulative effect of accounting changes ($0.03) ($0.04) ($0.07) ($0.10)
Cumulative effect of accounting change under
SAB 101 - - - (0.01)
Cumulative effect of accounting change under
EITF 00-27 - (0.02) - (0.02)
----------------- ----------------- ---------------- -----------------
Basic and diluted net loss per common share ($0.03) ($0.06) ($0.07) ($0.13)
================= ================= ================ =================
Shares used in computing per share data 31,606,436 26,588,866 31,704,492 26,018,813
================= ================= ================ =================
Pro forma amounts assuming the accounting
change under SAB 101 is applied
retroactively:
Net loss applicable to common stockholders ($955,000) ($1,642,000) ($2,368,000) ($3,041,000)
================= ================= ================ =================
Basic and diluted net loss per share ($0.03) ($0.06) ($0.07) ($0.12)
================= ================= ================ =================
See accompanying notes to financial statements.
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THERMOGENESIS CORP.
Statements of Cash Flows
Six Months Ended December 31, 2001 and 2000
Cash flows from operating activities: 2001 2000
(Restated)
Net loss ($2,368,000) ($2,670,000)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation, amortization and accretion 233,000 269,000
Net change in operating assets and liabilities:
Accounts receivable (51,000) (429,000)
Inventory (1,249,000) 195,000
Other current assets (127,000) (4,000)
Other assets 1,000 1,000
Accounts payable 198,000 183,000
Accrued payroll and related expenses 25,000 13,000
Deferred revenue (206,000) 131,000
Other current liabilities 515,000 61,000
----------------- -----------------
Net cash used in operating activities (3,029,000) (2,250,000)
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (93,000) (112,000)
Maturities of short-term investments 1,822,000 1,740,000
----------------- -----------------
Net cash provided by investing activities 1,729,000 1,628,000
----------------- -----------------
Cash flows from financing activities:
Proceeds from short-term debt - 2,075,000
Payments on capital lease obligations (6,000) (4,000)
Exercise of stock options and warrants 13,000 296,000
----------------- -----------------
Net cash provided by financing activities 7,000 2,367,000
----------------- -----------------
Net increase (decrease) in cash and cash equivalents (1,293,000) 1,745,000
Cash and cash equivalents at beginning of period 3,544,000 810,000
----------------- -----------------
Cash and cash equivalents at end of period $2,251,000 $2,555,000
================= =================
Supplemental cash flow information:
Cash paid for interest $6,000 $4,000
================= =================
Supplemental non-cash flow information:
Issuance of stockholder note receivable - $425,000
================= =================
Cancellation of stockholder note receivable $425,000 -
================= =================
See accompanying notes to financial statements
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THERMOGENESIS CORP.
Notes to Financial Statements
December 31, 2001
(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 six month period ended December 31, 2001 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2002.
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. Furthermore, due to
business customs in Japan and the Company's interpretation of Japanese law, all
significant equipment sales to Japan are recognized upon customer acceptance,
which occurs after the completion of training and installation. 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 December 31, 2001 and 2000, the Company recognized
$138,000 and $70,000 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 $125,000 and $0 was to reduce the net loss by $13,000
and $70,000 during those periods, respectively. For the six months ended
December 31, 2001 and 2000 the Company recognized $138,000 and $289,000
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
$125,000 and $136,000 was to reduce the net loss by $13,000 and $153,000 during
those periods, respectively. The unaudited pro forma amounts presented in the
statement of operations were calculated assuming the accounting change was made
retroactively to prior periods.
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THERMOGENESIS CORP.
Notes to Financial Statements (Continued)
December 31, 2001
(Unaudited)
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. SFAS No. 141 was
adopted as of July 1, 2001 and had no impact on our financial statements. We
will adopt SFAS No. 142 on July 1, 2002. We do not anticipate that the adoption
of SFAS No. 142 will have a significant impact on our financial statements.
Inventory
Inventory consisted of the following at:
December 31, 2001 June 30, 2001
Raw materials $1,729,000 $929,000
Work in process 410,000 238,000
Finished goods 953,000 676,000
---------- ----------
$3,092,000 $1,843,000
========== ==========
Stockholder note receivable
In October 2000, the Company entered into a note receivable with the Company's
Chief Executive Officer (CEO) and Chairman of the Board for $425,000. The
principal amount of the note represents the amount due to the Company for the
exercise of options for 200,000 shares of common stock at an exercise price of
$2.13. The note was a full recourse note, bears interest at 6.3% and was due
October 31, 2001. In October 2001, the CEO elected to surrender the 200,000
shares of common stock in exchange for cancellation of the note receivable. The
transaction was approved by the compensation committee of the Company's board of
directors.
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THERMOGENESIS CORP.
Management's Discussion and Analysis of
Financial Condition and Results of Operations for the Three
and Six Months Ended December 31, 2001 and 2000
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 2002, 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
System and the CryoSeal System) have evolved products which provide new
biotherapeutic products to patients in need.
Beginning in late 1993, and with accelerated research and develoment 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.
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THERMOGENESIS CORP.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three and Six Months Ended December 31, 2001 and 2000 (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. 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.
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. SFAS No. 141 was
adopted as of July 1, 2001 and had no impact on our financial statements. We
will adopt SFAS No. 142 on July 1, 2002. We do not anticipate that the adoption
of SFAS No. 142 will have a significant impact on our financial statements.
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THERMOGENESIS CORP.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three and Six Months Ended December 31, 2001 (Cont'd)
Results of Operations
Net Revenues:
Revenues for the three and six months ended December 31, 2001 were $2,467,000
and $3,984,000, compared to $1,597,000 and $2,461,000 for the fiscal 2001
periods, an increase of $870,000 or 54% and $1,523,000 or 62%, respectively.
BioArchive revenues were $962,000 and $1,687,000 for the three and six months
ended December 31, 2001, compared to $236,000 and $411,000 for the corresponding
fiscal 2001 periods, an increase of $725,000 or 307% and $1,276,000 or 311%,
respectively. There were eight BioArchive installations in the six months ended
December 31, 2001 versus two for the six months ended December 31, 2000. The
increase in installations is a result of the additional personnel moving the
BioArchive customers through the sales process. Management believes but cannot
assure, that the increase in BioArchive revenues continue to reflect the
market's acceptance of its product and its ability to sell more systems at
prices higher than historical average selling prices.
Cost of Revenues:
Cost of revenues as a percent of revenues was approximately 75% and 78% for the
three and six months ended December 31, 2001, as compared to 77% and 87% for the
corresponding fiscal 2001 periods. The year to date improvement in the cost of
revenues percentage is a result of achieving higher average selling prices on
the BioArchive device, disposables and accessories and the higher sales volume
which absorbs more of the fixed manufacturing overhead.
General and Administrative Expenses:
General and administrative expenses were $644,000 and $1,130,000 for the three
and six months ended December 31, 2001 compared to $440,000 and $855,000 for the
fiscal 2001 periods, an increase of 46% and 32%, respectively. The increases
were primarily the result of professional fees which includes the investor
relations firm hired in September 2001. Additionally, the Company incurred
moving charges associated with adding additional manufacturing facilities to
meet the demands of the increasing BioArchive and freezer sales.
Selling and Service Expenses:
Selling and service expenses for the three and six months ended December 31,
2001 were $512,000 and $1,119,000, compared to $533,000 and $1,011,000 for the
comparable fiscal 2001 periods, a decrease of 4% and increase of 11%,
respectively. The year to date increase in selling and service expenses is due
to higher sales commissions as a result of increasing revenues more than 50%,
additional travel and trade show expenses to increase revenues in the BioArchive
product line and launch the CryoSeal FS product line in Europe.
Research and Development Expenses:
Research and development expenses for the three and six months ended December
31, 2001 were $455,000 and $1,056,000 compared to $435,000 and $870,000 for the
corresponding fiscal 2001 periods, an increase of 5% and 21% respectively. The
year to date increase is primarily due to the costs associated with completing
the CryoSeal FS pre-clinical trials. The Company received Investigational Device
Exemption (IDE) approval from the FDA in December 2001. Management expects the
research and development line item to increase with the initiation of human
clinical trials.
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THERMOGENESIS CORP.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three and Six Months Ended December 31, 2001 (Cont'd)
Liquidity and Capital Resources
Our cash balance at December 31, 2001 was $2,251,000, a decrease of $1,293,000
from the balance at June 30, 2001. Additionally, the short-term investment
balance has decreased $1,822,000 since June 30, 2001. 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 $44 million, net of expenses, through common and preferred
stock financings and option and warrant exercises. As of December 31, 2001, the
Company has no off-balance sheet arrangements.
Net cash used in operating activities for the six months ended December 31, 2001
was $3,029,000. The expenditures were the result of completing the CryoSeal FS
pre-clinical trials and increasing the resources in sales, marketing and service
to ensure a successful launch of the CryoSeal FS system in Europe and Canada.
Inventory utilized $1,249,000 of cash as a result of purchasing materials for
BioArchive systems and freezers scheduled to ship in the third and fourth
quarters to continue our revenue growth. Other current liabilities provided
$515,000 due to the receipt of the deposit from Aventis Bio-Services, Inc. for
their approximately $2,600,000 order. Other current assets utilized $127,000 of
cash primarily due to a $125,000 prepayment to a Clinical Research Organization
(CRO) for services with respect to the Company's CryoSeal FS human clinical
trials. The Company anticipates utilizing the services of the CRO by the end of
the fiscal year.
The report of independent auditors on the Company's June 30, 2001 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 2002. 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 December 31, 2001, the Company has $1.3 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 December 31, 2001 was $2.3 million. The
purchase order from Aventis Bio-Services, Inc. that includes 25 MP2200 freezers
remaining to ship accounted for $2 million of the backlog.
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.
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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. All
nominees were elected to the board of directors and all
resolutions passed. The following is the results of the votes at
the Annual Meeting of stockholders held January 24, 2002.
Proposal #1 Election of Directors For Withhold
Philip H. Coelho 24,204,724 412,254
George J. Barry 24,228,524 389,454
James Godsey 24,185,074 432,904
David Howell 24,228,274 389,704
Hubert Huckel 24,228,324 389,654
Patrick McEnany 23,860,896 757,082
Proposal #2 Approval of adoption of the 2002 Independent Directors Equity
Incentive Plan.
For Withhold Abstain
21,281,256 3,236,624 100,098
Proposal #3 Approval of amendment to the 1998 Equity Incentive Plan to
add an additional 1,000,000 shares of common stock underlying
that plan.
For Withhold Abstain
21,134,231 3,394,542 89,205
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None.
(b) Reports on Form 8-K - None.
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Signatures
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
THERMOGENESIS CORP.
(Registrant)
Dated February 8, 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)
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