Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CERS | |
Entity Registrant Name | CERUS CORP | |
Entity Central Index Key | 1,020,214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 130,544,498 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 14,877 | $ 13,683 |
Short-term investments | 90,988 | 47,013 |
Accounts receivable | 10,489 | 12,415 |
Inventories | 13,165 | 14,457 |
Other current assets | 4,257 | 2,330 |
Total current assets | 133,776 | 89,898 |
Non-current assets: | ||
Property and equipment, net | 1,969 | 2,119 |
Goodwill | 1,316 | 1,316 |
Intangible assets, net | 486 | 536 |
Restricted cash | 2,812 | 247 |
Other assets | 4,062 | 4,128 |
Total assets | 144,421 | 98,244 |
Current liabilities: | ||
Accounts payable | 11,231 | 10,974 |
Accrued liabilities | 10,357 | 11,712 |
Debt – current | 1,429 | |
Deferred product revenue – current | 639 | 445 |
Total current liabilities | 23,656 | 23,131 |
Non-current liabilities: | ||
Debt - non-current | 28,387 | 29,798 |
Manufacturing and development obligations – non-current | 5,996 | 5,766 |
Other non-current liabilities | 784 | 609 |
Total liabilities | 58,823 | 59,304 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 131 | 115 |
Additional paid-in capital | 821,081 | 760,225 |
Accumulated other comprehensive loss | (426) | (97) |
Accumulated deficit | (735,188) | (721,303) |
Total stockholders' equity | 85,598 | 38,940 |
Total liabilities and stockholders' equity | $ 144,421 | $ 98,244 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Product revenue | $ 13,564 | $ 7,006 |
Cost of product revenue | 7,330 | 3,694 |
Gross profit on product revenue | 6,234 | 3,312 |
Government contract revenue | 3,455 | 1,428 |
Operating expenses: | ||
Research and development | 9,437 | 9,150 |
Selling, general and administrative | 13,607 | 13,683 |
Total operating expenses | 23,044 | 22,833 |
Loss from operations | (13,355) | (18,093) |
Non-operating expense, net: | ||
Foreign exchange gain (loss) | 108 | (45) |
Interest expense | (915) | (531) |
Other income, net | 331 | 106 |
Total non-operating expense, net | (476) | (470) |
Loss before income taxes | (13,831) | (18,563) |
Provision for income taxes | 54 | 35 |
Net loss | $ (13,885) | $ (18,598) |
Net loss per share: | ||
Basic | $ (0.11) | $ (0.18) |
Diluted | $ (0.11) | $ (0.18) |
Weighted average shares outstanding used for calculating net loss per share: | ||
Basic | 124,814 | 103,564 |
Diluted | 124,814 | 103,564 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (13,885) | $ (18,598) |
Other comprehensive losses | ||
Unrealized losses on available-for-sale investments, net of taxes of zero for the three months ended March 31, 2018 and 2017 | (329) | (246) |
Comprehensive loss | $ (14,214) | $ (18,844) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Unrealized (losses) gains on available-for-sale investments, taxes | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net loss | $ (13,885) | $ (18,598) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 413 | 469 |
Stock-based compensation | 2,315 | 2,147 |
Non-cash interest expense | 269 | 195 |
Deferred income taxes | 1 | 7 |
Gain on sale of investment in marketable equity securities | (18) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,926 | 1,285 |
Inventories | 1,224 | (388) |
Other assets | (1,475) | (310) |
Accounts payable | (122) | 198 |
Accrued liabilities and other non-current liabilities | (1,341) | (1,724) |
Manufacturing and development obligations | 164 | 76 |
Deferred product revenue | 186 | 313 |
Net cash used in operating activities | (10,325) | (16,348) |
Investing activities | ||
Capital expenditures | (52) | (185) |
Purchases of investments | (56,941) | (10,158) |
Proceeds from maturities and sale of investments | 12,250 | 16,018 |
Net cash (used in) provided by investing activities | (44,743) | 5,675 |
Financing activities | ||
Net proceeds from equity incentives | 1,295 | 422 |
Net proceeds from (payments for) public offering | 57,564 | (30) |
Repayment of debt | (32) | (1,271) |
Net cash provided by (used in) financing activities | 58,827 | (879) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 3,759 | (11,552) |
Cash, cash equivalents and restricted cash, beginning of period | 13,930 | 22,744 |
Cash, cash equivalents and restricted cash, end of period | $ 17,689 | $ 11,192 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of Cerus Corporation and its subsidiary, Cerus Europe B.V. (together with Cerus Corporation, hereinafter “Cerus” or the “Company”) after elimination of all intercompany accounts and transactions. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring entries, considered necessary for a fair presentation have been made. Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any future periods. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2017, which were included in the Company’s 2017 Annual Report on Form 10-K, filed with the SEC on March 8, 2018. The accompanying condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited consolidated financial statements as of that date . Use of Estimates The preparation of financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to the nature and timing of satisfaction of performance obligations, the timing when the customer obtains control of products or services, the standalone selling price (“SSP”) of performance obligations, variable consideration, accounts receivable, inventory reserves, fair values of investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, and accrued liabilities, among others. The Company bases its estimates on historical experience, future projections, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. Revenue The Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, on January 1, 2018, using the modified retrospective method. Revenue is recognized in accordance with that core principle by applying the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s main source of revenue is product revenue from sales of the INTERCEPT Blood System for platelets and plasma (“platelet and plasma systems” or “disposable kits”), UVA illumination devices (“illuminators”), spare parts and storage solutions, and maintenance services of illuminators. The Company sells its platelet and plasma systems directly to blood banks, hospitals, universities, government agencies, as well as to distributors in certain regions. For all sales of the Company’s INTERCEPT Blood System products, the Company uses a binding purchase order or signed sales contract as evidence of a contract and satisfaction of its policy. Generally, the Company’s contracts with its customers do not provide for open return rights, except within a reasonable time after receipt of goods in the case of defective or non-conforming product. The contracts with customers can include various combinations of products, and to a lesser extent, services. The Company must determine whether products or services are capable of being distinct and accounted for as separate performance obligations, or are accounted for as a combined performance obligation. The Company must allocate the transaction price to each performance obligation on a relative SSP basis, and recognize the revenue when the performance obligation is satisfied. The Company determines the SSP by using the historical selling price of the products and services. If the amount of consideration in a contract is variable, the Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method, to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Product revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those products or services. Product revenue from the sale of illuminators, disposable kits, spare parts and storage solutions are recognized upon the transfer of control of the products to the customer. Product revenue from maintenance services are recognized ratably on a straight-line basis over the term of maintenance as customers simultaneously consume and receive benefits. Freight costs charged to customers are recorded as a component of revenue. Taxes that the Company invoices to its customers and remits to governments are recorded on a net basis, which excludes such tax from product revenue. The Company receives reimbursement under its U.S. government contract with the Biomedical Advanced Research and Development Authority (“BARDA”) that supports research and development of defined projects. See “Note 10. Development and License Agreements—Agreement with BARDA” below. The contract generally provides for reimbursement of approved costs incurred under the terms of the contract. Revenue related to the cost reimbursement provisions under the Company’s U.S. government contract are recognized as the qualified direct and indirect costs on the projects are incurred. The Company invoices under its U.S. government contract using the provisional rates in the government contract and thus is subject to future audits at the discretion of government. These audits could result in an adjustment to government contract revenue previously reported, which adjustments potentially could be significant. The Company believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. Costs incurred related to services performed under the contract are included as a component of research and development or selling, general and administrative expenses in the Company’s consolidated statements of operations. The Company’s use of estimates in recording accrued liabilities for government contract activities (see “Use of Estimates” above) affects the revenue recorded from development funding and under the government contract. Disaggregation of Product Revenue Product revenue by geographical locations of customers during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Three Months Ended March 31, 2018 2017 Product revenue: North America $ 2,387 $ 1,065 Europe, Middle East and Africa 11,006 5,911 Other 171 30 Total product revenue $ 13,564 $ 7,006 Contract Balances The Company invoices its customers based upon the payment terms in the contracts, which is generally from 30 to 60 days. Accounts receivable are recorded when the Company’s right to the consideration are estimated to be unconditional. The Company had no contract assets at March 31, 2018 and December 31, 2017. Contract liabilities mainly consist of unearned product revenue related to uninstalled illuminators, unshipped products, and maintenance services. Maintenance services are generally billed upfront at the beginning of each annual service period and recognized ratably over the service period. The changes in the contract liabilities during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Beginning Ending Contract Liabilities Balance Additions Deductions Balance Three months ended March 31, 2018 Deferred product revenue - current $ 445 $ 662 $ (468 ) $ 639 Deferred product revenue - non current 15 — (8 ) 7 Three months ended March 31, 2017 Deferred product revenue - current $ 149 $ 634 $ (313 ) $ 470 Deferred product revenue - non current 46 — (8 ) 38 Research and Development Expenses Research and development (“R&D”) expenses are charged to expense when incurred, including cost incurred pursuant to the terms of the Company’s U.S. government contract. Research and development expenses include salaries and related expenses for scientific and regulatory personnel, payments to consultants, supplies and chemicals used in in-house laboratories, costs of R&D facilities, depreciation of equipment and external contract research expenses, including clinical trials, preclinical safety studies, other laboratory studies, process development and product manufacturing for research use. The Company’s use of estimates in recording accrued liabilities for R&D activities (see “Use of Estimates” above) affects the amounts of R&D expenses recorded from development funding and under its U.S. government contract. Actual results may differ from those estimates under different assumptions or conditions. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be classified as cash equivalents. These investments primarily consist of money market instruments, and are classified as available-for-sale. Investments Investments with original maturities of greater than three months primarily include corporate debt and U.S. government agency securities are designated as available-for-sale and classified as short-term investments or investment in marketable equity securities. Available-for-sale securities are carried at estimated fair value. The Company views its available-for-sale portfolio as available for use in its current operations. Unrealized gains and losses derived by changes in the estimated fair value of available-for-sale securities were recorded in “Unrealized losses on available-for-sale investments, net of taxes” on the Company’s unaudited condensed consolidated statements of comprehensive loss. Realized gains (losses) from the sale of available-for-sale investments were recorded in “Other income, net” on the Company’s unaudited condensed consolidated statements of operations. The costs of securities sold are based on the specific identification method, if applicable. The Company reported the amortization of any premium and accretion of any discount resulting from the purchase of debt securities as a component of interest income. The Company also reviews its available-for-sale securities on a regular basis to evaluate whether any security has experienced an other-than-temporary decline in fair value. Other-than-temporary declines in market value, if any, are recorded in “Other income, net” on the Company’s unaudited condensed consolidated statements of operations. Restricted Cash As of March 31, 2018, the Company’s “Restricted cash” primarily consisted of a $2.5 million of letter of credit relating to the lease of the Company’s new office building. As of December 31, 2017, the Company had certain non-U.S. dollar denominated deposits recorded as “Restrict cash” related to compliance with certain foreign contractual requirements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, available-for-sale securities and accounts receivable. Pursuant to the Company’s investment policy, substantially all of the Company’s cash, cash equivalents and available-for-sale securities are maintained at major financial institutions of high credit standing. The Company monitors the financial credit worthiness of the issuers of its investments and limits the concentration in individual securities and types of investments that exist within its investment portfolio. Generally, all of the Company’s investments carry high credit quality ratings, which is in accordance with its investment policy. At March 31, 2018, the Company does not believe there is significant financial risk from non-performance by the issuers of the Company’s cash equivalents and short-term investments. Concentrations of credit risk with respect to trade receivables exist. On a regular basis, including at the time of sale, the Company performs credit evaluations of its significant customers that it expects to sell to on credit terms. Generally, the Company does not require collateral from its customers to secure accounts receivable. To the extent that the Company determines specific invoices or customer accounts may be uncollectible, the Company establishes an allowance for doubtful accounts against the accounts receivable on its unaudited condensed consolidated balance sheets and records a charge on its unaudited condensed consolidated statements of operations as a component of selling, general and administrative expenses. The Company had three customers that accounted for more than 10% of the Company’s outstanding trade receivables at both March 31, 2018 and December 31, 2017. These customers cumulatively represented approximately 57% and 53% of the Company’s outstanding trade receivables at March 31, 2018 and December 31, 2017, respectively. To date, the Company has not experienced collection difficulties from these customers. Inventories At March 31, 2018 and December 31, 2017, inventory consisted of work-in-process and finished goods only. Finished goods include INTERCEPT disposable kits, illuminators, and certain replacement parts for the illuminators. Platelet and plasma systems’ disposable kits generally have 18 to 24 months shelf lives from the date of manufacture. Illuminators and replacement parts do not have regulated expiration dates. Work-in-process includes certain components that are manufactured over a protracted length of time before being sold to, and ultimately incorporated and assembled by Fresenius Kabi Deutschland GmbH or Fresenius, Inc. (with their affiliates, “Fresenius”) into the finished INTERCEPT disposable kits. The Company maintains an inventory balance based on its current sales projections, and at each reporting period, the Company evaluates whether its work-in-process inventory would be sold to Fresenius for production of finished units in order to sell to existing and prospective customers within the next twelve-month period. It is not customary for the Company’s production cycle for inventory to exceed twelve months. Instead, the Company uses its best judgment to factor in lead times for the production of its work-in-process and finished units to meet the Company’s forecasted demands. If actual results differ from those estimates, work-in-process inventory could potentially accumulate for periods exceeding one year. At March 31, 2018 and December 31, 2017, the Company classified its work-in-process inventory as a current asset on its consolidated balance sheets based on its evaluation that the work-in-process inventory would be sold to Fresenius for finished disposable kit production within each respective subsequent twelve-month period. Inventory is recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. The Company uses significant judgment to analyze and determine if the composition of its inventory is obsolete, slow-moving or unsalable and frequently reviews such determinations. The Company writes down specifically identified unusable, obsolete, slow-moving, or known unsalable inventory that has no alternative use in the period that it is first recognized by using a number of factors including product expiration dates, open and unfulfilled orders, and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded in “Cost of product revenue” on the Company’s consolidated statements of operations. At March 31, 2018 and December 31, 2017, the Company had $0.3 million and $0.1 million, respectively, recorded for potential obsolete, expiring or unsalable product. Property and Equipment, net Property and equipment is comprised of furniture, equipment, leasehold improvements, construction-in-progress, information technology hardware and software and is recorded at cost. At the time the property and equipment is ready for its intended use, it is depreciated on a straight-line basis over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful lives of the improvements. Goodwill and Intangible Assets, net Intangible assets, net, which include a license for the right to commercialize the INTERCEPT Blood System in Asia, are subject to ratable amortization over the original estimated useful life of ten years. Accumulated amortization of intangible assets as of March 31, 2018 and December 31, 2017, was $1.53 million and $1.48 million, respectively. The change in intangible assets, net during three months ended March 31, 2018, was a result of amortization expense. Goodwill is not amortized but instead is subject to an impairment test performed on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Such impairment analysis is performed on August 31 of each fiscal year, or more frequently if indicators of impairment exist. The test for goodwill impairment may be assessed using qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the Company must then proceed with performing the quantitative goodwill impairment test. The Company may choose not to perform the qualitative assessment to test goodwill for impairment and proceed directly to the quantitative impairment test; however, the Company may revert to the qualitative assessment to test goodwill for impairment in any subsequent period. The quantitative goodwill impairment test compares the fair value of each reporting unit with its respective carrying amount, including goodwill. The Company has determined that it operates in one reporting unit and estimates the fair value of its one reporting unit using the enterprise approach under which it considers the quoted market capitalization of the Company as reported on the Nasdaq Global Market. The Company considers quoted market prices that are available in active markets to be the best evidence of fair value. The Company also considers other factors, which include future forecasted results, the economic environment and overall market conditions. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess, limited to the carrying amount of goodwill in the Company’s one reporting unit. The Company performs an impairment test on its intangible assets if certain events or changes in circumstances occur which indicate that the carrying amounts of its intangible assets may not be recoverable. If the intangible assets are not recoverable, an impairment loss would be recognized by the Company based on the excess amount of the carrying value of the intangible assets over its fair value. During the three months ended March 31, 2018 and 2017, there were no impairment charges recognized related to the acquired intangible assets. Long-lived Assets The Company evaluates its long-lived assets for impairment by continually monitoring events and changes in circumstances that could indicate carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the expected undiscounted future cash flows are less than the carrying amount of these assets, the Company then measures the amount of the impairment loss based on the excess of the carrying amount over the fair value of the assets. Foreign Currency Remeasurement The functional currency of the Company’s foreign subsidiary is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are remeasured in U.S. dollars using the exchange rates at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are remeasured in U.S. dollars using historical exchange rates. Product revenues and expenses are remeasured using average exchange rates prevailing during the period. Remeasurements are recorded in the Company’s consolidated statements of operations. Stock-Based Compensation Stock-based compensation expense is measured at the grant-date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period, and is adjusted for estimated forfeitures. To the extent that stock options contain performance criteria for vesting, stock-based compensation is recognized once the performance criteria are probable of being achieved. For stock-based awards issued to non-employees, the measurement date at which the fair value of the stock-based award is measured to be the earlier of (i) the date at which a commitment for performance by the grantee to earn the equity instrument is reached or (ii) the date at which the grantee’s performance is complete. The Company recognizes stock-based compensation expense for the fair value of the vested portion of the non-employee stock-based awards in its consolidated statements of operations. See Note 8 for further information regarding the Company’s stock-based compensation expense. Income Taxes The provision for income taxes is accounted for using an asset and liability approach, under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company does not recognize tax positions that do not have a greater than 50% likelihood of being recognized upon review by a taxing authority having full knowledge of all relevant information. Use of a valuation allowance is not an appropriate substitute for derecognition of a tax position. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in its income tax expense. To date, the Company has not recognized any interest and penalties in its unaudited condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. Although the Company believes it more likely than not that a taxing authority would agree with its current tax positions, there can be no assurance that the tax positions the Company has taken will be substantiated by a taxing authority if reviewed. The Company’s U.S. federal tax returns for years 1998 through 2016 and California tax returns for years through 2016 remain subject to examination by the taxing jurisdictions due to unutilized net operating losses and research credits. The Company continues to carry a full valuation allowance on substantially all of its net deferred tax assets. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding for the period. The potentially dilutive securities include stock options, employee stock purchase plan rights and restricted stock units, which are calculated using the treasury stock method. For the three months ended March 31, 2018 and 2017, all potentially dilutive securities outstanding have been excluded from the computation of dilutive weighted average shares outstanding because such securities have an antidilutive impact due to losses reported. The table below presents shares underlying stock options, restricted stock units, and employee stock purchase plan rights that were excluded from the calculation of the weighted average number of shares outstanding used for the calculation of diluted net loss per share. These are excluded from the calculation due to their anti-dilutive effect for the three months ended March 31, 2018 and 2017 (shares in thousands): Three Months Ended March 31, 2018 2017 Weighted average number of anti-dilutive potential shares: Stock options 17,879 16,669 Restricted stock units 1,579 966 Employee stock purchase plan rights 92 — Total 19,550 17,635 Guarantee and Indemnification Arrangements The Company recognizes the fair value for guarantee and indemnification arrangements issued or modified by the Company. In addition, the Company monitors the conditions that are subject to the guarantees and indemnifications in order to identify if a loss has occurred. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees and indemnifications. Some of the agreements that the Company is a party to contain provisions that indemnify the counter party from damages and costs resulting from claims that the Company’s technology infringes the intellectual property rights of a third party or claims that the sale or use of the Company’s products have caused personal injury or other damage or loss. The Company has not received any such requests for indemnification under these provisions and has not been required to make material payments pursuant to these provisions. The Company generally provides for a one-year warranty on certain of its INTERCEPT blood-safety products covering defects in materials and workmanship. The Company accrues costs associated with warranty obligations when claims become known and are estimable. The Company has not experienced significant or systemic warranty claims nor is it aware of any existing current warranty claims. Accordingly, the Company had not accrued for any future warranty costs for its products at March 31, 2018 and December 31, 2017. Fair Value of Financial Instruments The Company applies the provisions of fair value relating to its financial assets and liabilities. The carrying amounts of accounts receivables, accounts payable, and other accrued liabilities approximate their fair value due to the relative short-term maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of its debt approximates their carrying amounts. The Company measures and records certain financial assets and liabilities at fair value on a recurring basis, including its available-for-sale securities. The Company classifies instruments within Level 1 if quoted prices are available in active markets for identical assets, which include the Company’s cash accounts and money market funds. The Company classifies instruments in Level 2 if the instruments are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. These instruments include the Company’s corporate debt and U.S. government agency securities holdings. The available-for-sale securities are held by a custodian who obtains investment prices from a third party pricing provider that uses standard inputs (observable in the market) to models which vary by asset class. The Company classifies instruments in Level 3 if one or more significant inputs or significant value drivers are unobservable. The Company assesses any transfers among fair value measurement levels at the end of each reporting period. See Note 2 for further information regarding the Company’s valuation of financial instruments. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company adopted the new accounting standard on January 1, 2018, using the modified retrospective method, and the adoption had no impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting |
Available-for-sale Securities a
Available-for-sale Securities and Fair Value on Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities and Fair Value on Financial Instruments | Note 2. Available-for-sale Securities and Fair Value on Financial Instruments Available-for-sale Securities The following is a summary of available-for-sale securities at March 31, 2018 (in thousands): March 31, 2018 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Money market funds $ 2,487 $ — $ — $ 2,487 United States government agency securities 16,953 — (39 ) 16,914 Corporate debt securities 74,461 — (387 ) 74,074 Total available-for-sale securities $ 93,901 $ — $ (426 ) $ 93,475 The following is a summary of available-for-sale securities at December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Money market funds $ 3,758 $ — $ — $ 3,758 United States government agency securities 11,252 — (24 ) 11,228 Corporate debt securities 35,858 — (73 ) 35,785 Total available-for-sale securities $ 50,868 $ — $ (97 ) $ 50,771 Available-for-sale securities at March 31, 2018 and December 31, 2017, consisted of the following by contractual maturity (in thousands): March 31, 2018 December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value One year or less $ 31,278 $ 31,175 $ 38,836 $ 38,781 Greater than one year and less than five years 62,623 62,300 12,032 11,990 Total available-for-sale securities $ 93,901 $ 93,475 $ 50,868 $ 50,771 The following tables show all available-for-sale marketable securities in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): March 31, 2018 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss United States government agency securities $ 16,914 $ (39 ) $ — $ — $ 16,914 $ (39 ) Corporate debt securities 72,824 (387 ) — — 72,824 (387 ) Total available-for-sale securities $ 89,738 $ (426 ) $ — $ — $ 89,738 $ (426 ) December 31, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss United States government agency securities $ 8,729 $ (24 ) $ — $ — $ 8,729 $ (24 ) Corporate debt securities 35,785 (73 ) — — 35,785 (73 ) Total available-for-sale securities $ 44,514 $ (97 ) $ — $ — $ 44,514 $ (97 ) As of March 31, 2018, the Company considered the declines in market value of its marketable securities investment portfolio to be temporary in nature and did not consider any of its investments other-than-temporarily impaired. The Company typically invests in highly-rated securities, and its investment policy limits the amount of credit exposure to any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s cost basis. During the three months ended March 31, 2018 and 2017, the Company did not recognize any other-than-temporary impairment loss. The Company has no current requirement or intent to sell the securities in an unrealized loss position. The Company expects to recover up to (or beyond) the initial cost of investment for securities held. The Company recognized zero and less than $0.1 million of realized gains from the sale of available-for-sale investments during the three months ended March 31, 2018 and 2017, respectively, which were reclassified out of accumulated other comprehensive income into “Other income, net” on the Company’s consolidated statements of operations. The Company did not record any gross realized losses from the sale or maturity of available-for-sale investments during the three months ended March 31, 2018 and 2017. Fair Value Disclosures The Company uses certain assumptions that market participants would use to determine the fair value of an asset or liability in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: • Level 1: Quoted prices in active markets for identical instruments • Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) • Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments and are actively traded. The pricing information on these investment instruments are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. To estimate the fair value of Level 2 debt securities as of March 31, 2018, the Company’s primary pricing service relies on inputs from multiple industry-recognized pricing sources to determine the price for each investment. Corporate debt and U.S. government agency securities are systematically priced by this service as of the close of business each business day. If the primary pricing service does not price a specific asset a secondary pricing service is utilized. The fair values of the Company’s financial assets and liabilities were determined using the following inputs at March 31, 2018 (in thousands): Balance sheet Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs classification Total (Level 1) (Level 2) (Level 3) Money market funds Cash and cash equivalents $ 2,487 $ 2,487 $ — $ — United States government agency securities Short-term investments 16,914 — 16,914 — Corporate debt securities Short-term investments 74,074 — 74,074 — Total financial assets $ 93,475 $ 2,487 $ 90,988 $ — The fair values of the Company’s financial assets and liabilities were determined using the following inputs at December 31, 2017 (in thousands): Balance sheet Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs classification Total (Level 1) (Level 2) (Level 3) Money market funds Cash and cash equivalents $ 3,758 $ 3,758 $ — $ — United States government agency securities Short-term investments 11,228 — 11,228 — Corporate debt securities Short-term investments 35,785 — 35,785 — Total financial assets $ 50,771 $ 3,758 $ 47,013 $ — The Company did not have any transfers among fair value measurement levels during the three months ended March 31, 2018. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories Inventories at March 31, 2018 and December 31, 2017, consisted of the following (in thousands): March 31, 2018 December 31, 2017 Work-in-process $ 3,434 $ 4,299 Finished goods 9,731 10,158 Total inventories $ 13,165 $ 14,457 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Note 4. Accrued Liabilities Accrued liabilities at March 31, 2018 and December 31, 2017, consisted of the following (in thousands): March 31, 2018 December 31, 2017 Accrued compensation and related costs $ 5,613 $ 7,372 Accrued professional services 3,006 2,605 Accrued customer obligations 696 481 Accrued insurance premiums 254 507 Other accrued expenses 788 747 Total accrued liabilities $ 10,357 $ 11,712 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt Debt at March 31, 2018, consisted of the following (in thousands): March 31, 2018 Principal Unamortized Discount Total Loan and Security Agreement $ 30,000 $ (184 ) $ 29,816 Less: debt - current (1,429 ) — (1,429 ) Debt - non-current $ 28,571 $ (184 ) $ 28,387 Debt at December 31, 2017, consisted of the following (in thousands): December 31, 2017 Principal Unamortized Discount Net Carrying Value Loan and Security Agreement $ 30,000 $ (202 ) $ 29,798 Less: debt - current — — — Debt - non-current $ 30,000 $ (202 ) $ 29,798 Principal and interest payments on debt at March 31, 2018, are expected to be as follows (in thousands): Year ended December 31, Principal Interest Total 2018 $ — $ 2,062 $ 2,062 2019 7,857 2,447 10,304 2020 8,571 1,673 10,244 2021 8,572 882 9,454 2022 5,000 2,552 7,552 Total $ 30,000 $ 9,616 $ 39,616 Loan and Security Agreement Prior to December 31, 2016, the Company maintained a five year loan and security agreement (the “Term Loan Agreement”) with Oxford Finance LLC (“Oxford”), under which the Company borrowed $20.0 million. The Company received $10.0 million from the first tranche (“Term Loan A”) in June 2014. The second tranche of $10.0 million (“Term Loan B”) was drawn in June 2015. Term Loan A bore an interest rate of 6.95%. Term Loan B bore an interest rate of 7.01%. Term Loans A and B were set to mature on June 1, 2019, with various interest only periods. On April 27, 2017, the Term Loan Agreement was amended to include an additional interest-only period for all advances under the Term Loan Agreement. As amended, the Company was required to make interest only payments from May 2017 through December 2017, followed by eighteen months of equal principal and interest payments thereafter. The Company determined that each of these amendments to the Term Loan Agreement resulted in a debt modification. As a result, the accounting treatment for the Term Loan continued under the interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of each of these amendments to the Term Loan Agreement. The Company was also required to make a final payment equal to 7% of the principal amounts of the Term Loans drawn payable on the earlier to occur of maturity or prepayment. On July 31, 2017 (the “Closing Date”), the Company entered into an amended and restated loan and security agreement (the “Amended Credit Agreement”) with Oxford, which amends and restates the Term Loan Agreement in its entirety. The Amended Credit Agreement provides for secured growth capital term loans of up to $40.0 million (the “2017 Term Loans”). All of the Company’s current and future assets, excluding its intellectual property and 35% of the Company’s investment in Cerus Europe B.V., are secured for its borrowings under the Amended Credit Agreement. The 2017 Term Loans are available in two tranches. The first tranche of $30.0 million (“2017 Term Loan A”) was drawn by the Company on July 31, 2017, with the proceeds used in part to repay in full all of the outstanding term loans under the Term Loan Agreement of $17.6 million and the final payment of the Term Loan Agreement of $1.4 million. The second tranche of $10.0 million (“2017 Term Loan B”) will be made available to the Company upon the Company’s achieving consolidated trailing six-month revenues as defined in the agreement (the “Revenue Milestone”). If the Revenue Milestone is achieved, the Company may draw the 2017 Term Loan B through the earlier of (i) January 31, 2019, and (ii) the date which is 60 days after the achievement of the Revenue Milestone. The Company achieved the Revenue Milestone by March 31, 2018, and therefore 2017 Term Loan B is available to be drawn. The Company’s ability to draw the 2017 Term Loan B expires on May 14, 2018. The 2017 Term Loans require interest-only payments through February 1, 2019, followed by 42 monthly payments of equal principal plus declining interest payments. However, if the Company draws the 2017 Term Loan B, then the interest-only period will be extended through August 1, 2019, and the amortization period will be reduced to 36 months. Interest on the 2017 Term Loan A and the 2017 Term Loan B will bear interest at a rate equal to the greater of (i) 8.01% and (ii) the three-month U.S. LIBOR rate plus 6.72%. The interest rate on the 2017 Term Loan A at March 31, 2018, was approximately 9.03%. The Company will also be required to make a final payment fee of 8.00% of the principal amounts of the 2017 Term Loans. The Amended Credit Agreement contains certain nonfinancial covenants, with which the Company was in compliance at March 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Operating Leases The Company leases its office facilities, located in Concord, California and Amersfoort, the Netherlands, and certain equipment and automobiles under non-cancelable operating leases with initial terms in excess of one year that require the Company to pay operating costs, property taxes, insurance and maintenance. The leases expire at various dates through 2029, with certain of the leases providing for renewal options, provisions for adjusting future lease payments based on the consumer price index, and the right to terminate the lease early. The Company’s leased facilities qualify as operating leases and as such, are not included on its consolidated balance sheets. Future minimum non-cancelable payments under leases as of March 31, 2018, are as follows (in thousands): Year ended December 31, Lease Payments 2018 $ 1,235 2019 3,135 2020 2,259 2021 2,110 2022 2,141 Thereafter 16,045 Total $ 26,925 Financed Leasehold Improvements In 2010, the Company financed $1.1 million of leasehold improvements. The Company pays for the financed leasehold improvements as a component of rent and is required to reimburse its landlord over the remaining life of the respective leases. At March 31, 2018, the Company had an outstanding liability of $0.2 million related to these leasehold improvements, of which $0.1 million was reflected in “Accrued liabilities” and $0.1 million was reflected in “Other non-current liabilities” on the Company’s consolidated balance sheets. Purchase Commitments The Company is party to agreements with certain suppliers for certain components of the INTERCEPT Blood System. Certain of these agreements require minimum purchase commitments from the Company. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ Equity Public Offering of Common Stock In January 2018, the Company issued and sold 14,030,000 shares of the Company’s common stock, par value $0.001 per share, at $4.10 per share in an underwritten public offering. The proceeds to the Company from this offering were approximately $57.2 million, net of the underwriting discount and other issuance costs. Sales Agreement On May 5, 2016, the Company entered into Amendment No. 2 to the Controlled Equity Offering SM On August 4, 2017, the Company entered into Amendment No. 3 to the Cantor Agreement (as amended on August 4, 2017, the “Amended Cantor Agreement”). The Amended Cantor Agreement became effective on January 8, 2018, and provided for the issuance and sale of shares of the Company’s common stock having an aggregate offering price of up to $70.0 million through Cantor, which amount included the $31.4 million of unsold shares of common stock available for sale under the Prior Cantor Agreement immediately prior to the effectiveness of the Amended Cantor Agreement. Under the Amended Cantor Agreement, Cantor also acts as the Company’s sales agent and receives compensation based on an aggregate of 2% of the gross proceeds on the sale price per share of its common stock. The issuance and sale of these shares by the Company pursuant to the Amended Cantor Agreement are deemed an “at-the-market” offering and are registered under the Securities Act of 1933, as amended. During the three months ended March 31, 2018, 9,300 shares of the Company’s common stock were sold under the Amended Cantor Agreement for net proceeds of less than $0.1 million. At March 31, 2018, the Company had approximately $70.0 million of common stock available to be sold under the Amended Cantor Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation Employee Stock Purchase Plan The Company maintains an Employee Stock Purchase Plan (the “Purchase Plan”), which is intended to qualify as an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code. Under the Purchase Plan, the Company’s Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings. Under the Purchase Plan eligible employee participants may purchase shares of common stock of the Company at a purchase price equal to 85% of the lower of the fair market value per share on the start date of the offering period or the fair market value per share on the purchase date. The Purchase Plan consists of a fixed offering period of 12 months with two purchase periods within each offering period. At March 31, 2018, the Company had 1.0 million shares available for future issuance. 2008 Equity Incentive Plan and Inducement Plan The Company also maintains an equity compensation plan to provide long-term incentives for employees, contractors, and members of its Board of Directors. The Company currently grants equity awards from one plan, the 2008 Equity Incentive Plan (the “2008 Plan”). The 2008 Plan allows for the issuance of non-statutory and incentive stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, other stock-related awards, and performance awards which may be settled in cash, stock, or other property. On June 6, 2012 and June 12, 2013, the stockholders approved amendments to the 2008 Plan (collectively the “Amended 2008 Plan”) such that the Amended 2008 Plan had reserved for issuance an amount not to exceed 19.5 million shares. On June 10, 2015, the Company’s stockholders approved an amendment and restatement of the 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance under the 2008 Plan by 5,000,000 shares. On June 7, 2017, the Company’s stockholders approved an amendment and restatement of the 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance under the 2008 Plan by 6,000,000 shares. Awards under the Amended 2008 Plan generally have a maximum term of 10 years from the date of the award. The Amended 2008 Plan generally requires options to be granted at 100% of the fair market value of the Company’s common stock subject to the option on the date of grant. Options granted by the Company to employees generally vest over four years. RSUs are measured based on the fair market value of the underlying stock on the date of grant and will generally vest over three years. Performance-based stock or cash awards granted under the Amended 2008 Plan are limited to either 500,000 shares of common stock or $1.0 million per recipient per calendar year. The attainment of any performance-based awards granted shall be conclusively determined by a committee designated by the Company’s Board of Directors. At March 31, 2018, 20,000 performance-based stock options were outstanding. On August 31, 2016, the Company’s Board of Directors adopted the Cerus Corporation Inducement Plan (the “Inducement Plan”), and reserved 1,250,000 shares of its common stock under the Inducement Plan to be used exclusively for the issuance of non-statutory stock options and restricted stock units to individuals who were not previously employees or directors of the Company, or who had experienced a bona fide At March 31, 2018, the Company had an aggregate of approximately 24.9 million shares of its common stock subject to outstanding options or RSUs, or remaining available for future issuance under the Amended 2008 Plan and the Inducement Plan, of which approximately 18.9 million shares and 2.0 million shares were subject to outstanding options and outstanding RSUs, respectively, and approximately 4.0 million shares were available for future issuance under the Amended 2008 Plan. The Company’s policy is to issue new shares of common stock upon the exercise of options or vesting of RSUs. Activity under the Company’s equity incentive plans related to stock options is set forth below (in thousands except per share amounts): Number of Options Outstanding Weighted Average Exercise Price per Share Balances at December 31, 2017 17,138 $ 4.27 Granted 2,634 4.32 Exercised (329 ) 2.70 Forfeited (412 ) 4.60 Expired (145 ) 6.00 Balances at March 31, 2018 18,886 4.28 Activity under the Company’s equity incentive plans related to RSUs is set forth below (in thousands except per share amounts): Number of Shares Outstanding Weighted Average Grant Date Fair Value per Share Balances at December 31, 2017 1,256 $ 4.53 Granted 1,296 4.32 Vested (435 ) 4.65 Forfeited (94 ) 4.11 Balances at March 31, 2018 2,023 4.39 The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options and employee stock purchase plan rights. The Black-Scholes option pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables, which include the expected term of the grants, actual and projected employee stock option exercise behaviors, including forfeitures, the Company’s expected stock price volatility, the risk-free interest rate and expected dividends. The Company recognizes the grant-date fair value of the stock award as stock-based compensation expense on a straight-line basis over the requisite service period, which is the vesting period, and is adjusted for estimated forfeitures. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company’s income tax expense of less than $0.1 million for the three months ended March 31, 2018 and 2017 relates primarily to the operating income of the Company’s Cerus Europe B.V. subsidiary. |
Development and License Agreeme
Development and License Agreements | 3 Months Ended |
Mar. 31, 2018 | |
Development And License Agreements [Abstract] | |
Development and License Agreements | Note 10. Development and License Agreements Agreements with Fresenius Fresenius manufactures and supplies the platelet and plasma systems to the Company under a supply agreement (the “Supply Agreement”). Fresenius is obligated to sell, and the Company is obligated to purchase, finished disposable kits for the Company’s platelet and plasma systems and the Company’s red blood cell system product candidate (the “RBC Sets”). The Supply Agreement permits the Company to purchase platelet and plasma systems and RBC Sets from third parties to the extent necessary to maintain supply qualifications with such third parties or where local or regional manufacturing is needed to obtain product registrations or sales. Pricing terms per unit are initially fixed and decline at specified annual production levels, and are subject to certain adjustments after the initial pricing term. Under the Supply Agreement, the Company maintains the amounts due from the components sold to Fresenius as a current asset on its accompanying consolidated balance sheets until such time as the Company purchases finished disposable kits using those components. The Supply Agreement also requires the Company to make payments to support certain projects Fresenius has and will perform on behalf of the Company related to certain R&D activities and manufacturing efficiency activities for which certain assets have been established in the Company’s condensed consolidated balance sheets. The manufacturing efficiency asset is expensed on a straight line basis over the life of the Supply Agreement. The prepaid asset related to amounts paid up front for the R&D activities to be conducted by Fresenius on behalf of the Company is expensed over the period which such activities occur. The following table summarizes the amounts of prepaid R&D asset and manufacturing efficiency asset at March 31, 2018 and December 31, 2017 (in thousands). March 31, 2018 December 31, 2017 Prepaid R&D asset - current (1) $ 84 $ 114 Prepaid R&D asset - non-current (2) 2,155 2,162 Manufacturing efficiency asset (2) 1,778 1,839 (1) Included in “Other current assets” in the Company's consolidated balance sheets. (2) Included in “Other assets” in the Company's consolidated balance sheets. The initial term of the Supply Agreement extends through July 1, 2025 (the “Initial Term”) and is automatically renewed thereafter for additional two year terms (each, a “Renewal Term”), subject to termination by either party upon (i) two years written notice prior to the expiration of the Initial Term or (ii) one year written notice prior to the expiration of any Renewal Term. Under the Supply Agreement, the Company has the right, but not the obligation, to purchase certain assets and assume certain liabilities from Fresenius. The Company made payments to Fresenius of $5.4 million and $3.2 million relating to the manufacturing of the Company’s products during the three months ended March 31, 2018 and 2017, respectively. The following table summarizes the amounts of the Company’s payables to Fresenius and receivables from Fresenius at March 31, 2018 and December 31, 2017 (in thousands). March 31, 2018 December 31, 2017 Payables to Fresenius (1) $ 4,930 $ 4,687 Receivables from Fresenius (2) 1,400 231 (1) Included in “Accounts Payable” and “Accrued Liabilities” in the Company's consolidated balance sheets. (2) Included in “Other current assets” in the Company's consolidated balance sheets. Agreement with BARDA In June 2016, the Company entered into an agreement with BARDA to support the Company’s development and implementation of pathogen reduction technology for platelet, plasma, and red blood cells. The five-year agreement with BARDA and its subsequent modifications include a base period (the “Base Period”) and options (each an “Option Period”) with committed funding of up to $88.2 million for clinical development of the INTERCEPT Blood System for red blood cells (the “red blood cell system”), and the potential for the exercise by BARDA of subsequent Option Periods that, if exercised by BARDA and completed, would bring the total funding opportunity to $186.2 million over the five-year contract period. If exercised by BARDA, subsequent Option Periods would fund activities related to broader implementation of the platelet and plasma system or the red blood cell system in areas of Zika virus risk, clinical and regulatory development programs in support of the potential licensure of the red blood cell system in the U.S., and development, manufacturing and scale-up activities for the red blood cell system. The Company is responsible for co-investment of $5.0 million and would be responsible for an additional $9.6 million, if certain Option Periods are exercised. BARDA will make periodic assessments of the Company’s progress and the continuation of the agreement is based on the Company’s success in completing the required tasks under the Base Period and each exercised Option Period. BARDA has rights under certain contract clauses to terminate the agreement, including the ability to terminate the agreement for convenience at any time. Under the contract, the Company is reimbursed and recognizes revenue as allowable direct contract costs are incurred plus allowable indirect costs, based on approved provisional indirect billing rates, which permit recovery of fringe benefits, overhead and general and administrative expenses. As of March 31, 2018 and December 31, 2017, $2.0 million and $1.4 million, respectively, of billed and unbilled amounts were included in accounts receivable on the Company’s condensed consolidated balance sheets related to BARDA. |
Segment, Customer and Geographi
Segment, Customer and Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment, Customer and Geographic Information | Note 11. Segment, Customer and Geographic Information The Company continues to operate in only one segment, blood safety. The Company’s chief executive officer is the chief operating decision maker who evaluates performance based on the net revenues and operating loss of the blood safety segment. The Company considers the sale of all of its INTERCEPT Blood System products to be similar in nature and function, and any revenue earned from services is minimal. The Company’s operations outside of the U.S. include a wholly-owned subsidiary headquartered in Europe. The Company’s operations in the U.S. are responsible for the R&D and global and domestic commercialization of the INTERCEPT Blood System, while operations in Europe are responsible for the commercialization efforts of the platelet and plasma systems in Europe, the Commonwealth of Independent States and the Middle East. Product revenues are attributed to each region based on the location of the customer, and in the case of non-product revenues, on the location of the collaboration partner. The Company had the following significant customer that accounted for more than 10% of the Company’s total product revenue, during the three months ended March 31, 2018 and 2017 (in percentages): Three Months Ended March 31, 2018 2017 Établissement Français du Sang 41% * * Represents an amount less than 10% of product revenue. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of Cerus Corporation and its subsidiary, Cerus Europe B.V. (together with Cerus Corporation, hereinafter “Cerus” or the “Company”) after elimination of all intercompany accounts and transactions. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring entries, considered necessary for a fair presentation have been made. Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any future periods. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2017, which were included in the Company’s 2017 Annual Report on Form 10-K, filed with the SEC on March 8, 2018. The accompanying condensed consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited consolidated financial statements as of that date . |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to the nature and timing of satisfaction of performance obligations, the timing when the customer obtains control of products or services, the standalone selling price (“SSP”) of performance obligations, variable consideration, accounts receivable, inventory reserves, fair values of investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, and accrued liabilities, among others. The Company bases its estimates on historical experience, future projections, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. |
Revenue | Revenue The Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, on January 1, 2018, using the modified retrospective method. Revenue is recognized in accordance with that core principle by applying the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s main source of revenue is product revenue from sales of the INTERCEPT Blood System for platelets and plasma (“platelet and plasma systems” or “disposable kits”), UVA illumination devices (“illuminators”), spare parts and storage solutions, and maintenance services of illuminators. The Company sells its platelet and plasma systems directly to blood banks, hospitals, universities, government agencies, as well as to distributors in certain regions. For all sales of the Company’s INTERCEPT Blood System products, the Company uses a binding purchase order or signed sales contract as evidence of a contract and satisfaction of its policy. Generally, the Company’s contracts with its customers do not provide for open return rights, except within a reasonable time after receipt of goods in the case of defective or non-conforming product. The contracts with customers can include various combinations of products, and to a lesser extent, services. The Company must determine whether products or services are capable of being distinct and accounted for as separate performance obligations, or are accounted for as a combined performance obligation. The Company must allocate the transaction price to each performance obligation on a relative SSP basis, and recognize the revenue when the performance obligation is satisfied. The Company determines the SSP by using the historical selling price of the products and services. If the amount of consideration in a contract is variable, the Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method, to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Product revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those products or services. Product revenue from the sale of illuminators, disposable kits, spare parts and storage solutions are recognized upon the transfer of control of the products to the customer. Product revenue from maintenance services are recognized ratably on a straight-line basis over the term of maintenance as customers simultaneously consume and receive benefits. Freight costs charged to customers are recorded as a component of revenue. Taxes that the Company invoices to its customers and remits to governments are recorded on a net basis, which excludes such tax from product revenue. The Company receives reimbursement under its U.S. government contract with the Biomedical Advanced Research and Development Authority (“BARDA”) that supports research and development of defined projects. See “Note 10. Development and License Agreements—Agreement with BARDA” below. The contract generally provides for reimbursement of approved costs incurred under the terms of the contract. Revenue related to the cost reimbursement provisions under the Company’s U.S. government contract are recognized as the qualified direct and indirect costs on the projects are incurred. The Company invoices under its U.S. government contract using the provisional rates in the government contract and thus is subject to future audits at the discretion of government. These audits could result in an adjustment to government contract revenue previously reported, which adjustments potentially could be significant. The Company believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. Costs incurred related to services performed under the contract are included as a component of research and development or selling, general and administrative expenses in the Company’s consolidated statements of operations. The Company’s use of estimates in recording accrued liabilities for government contract activities (see “Use of Estimates” above) affects the revenue recorded from development funding and under the government contract. Disaggregation of Product Revenue Product revenue by geographical locations of customers during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Three Months Ended March 31, 2018 2017 Product revenue: North America $ 2,387 $ 1,065 Europe, Middle East and Africa 11,006 5,911 Other 171 30 Total product revenue $ 13,564 $ 7,006 Contract Balances The Company invoices its customers based upon the payment terms in the contracts, which is generally from 30 to 60 days. Accounts receivable are recorded when the Company’s right to the consideration are estimated to be unconditional. The Company had no contract assets at March 31, 2018 and December 31, 2017. Contract liabilities mainly consist of unearned product revenue related to uninstalled illuminators, unshipped products, and maintenance services. Maintenance services are generally billed upfront at the beginning of each annual service period and recognized ratably over the service period. The changes in the contract liabilities during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Beginning Ending Contract Liabilities Balance Additions Deductions Balance Three months ended March 31, 2018 Deferred product revenue - current $ 445 $ 662 $ (468 ) $ 639 Deferred product revenue - non current 15 — (8 ) 7 Three months ended March 31, 2017 Deferred product revenue - current $ 149 $ 634 $ (313 ) $ 470 Deferred product revenue - non current 46 — (8 ) 38 |
Research and Development Expenses | Research and Development Expenses Research and development (“R&D”) expenses are charged to expense when incurred, including cost incurred pursuant to the terms of the Company’s U.S. government contract. Research and development expenses include salaries and related expenses for scientific and regulatory personnel, payments to consultants, supplies and chemicals used in in-house laboratories, costs of R&D facilities, depreciation of equipment and external contract research expenses, including clinical trials, preclinical safety studies, other laboratory studies, process development and product manufacturing for research use. The Company’s use of estimates in recording accrued liabilities for R&D activities (see “Use of Estimates” above) affects the amounts of R&D expenses recorded from development funding and under its U.S. government contract. Actual results may differ from those estimates under different assumptions or conditions. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be classified as cash equivalents. These investments primarily consist of money market instruments, and are classified as available-for-sale. |
Investments | Investments Investments with original maturities of greater than three months primarily include corporate debt and U.S. government agency securities are designated as available-for-sale and classified as short-term investments or investment in marketable equity securities. Available-for-sale securities are carried at estimated fair value. The Company views its available-for-sale portfolio as available for use in its current operations. Unrealized gains and losses derived by changes in the estimated fair value of available-for-sale securities were recorded in “Unrealized losses on available-for-sale investments, net of taxes” on the Company’s unaudited condensed consolidated statements of comprehensive loss. Realized gains (losses) from the sale of available-for-sale investments were recorded in “Other income, net” on the Company’s unaudited condensed consolidated statements of operations. The costs of securities sold are based on the specific identification method, if applicable. The Company reported the amortization of any premium and accretion of any discount resulting from the purchase of debt securities as a component of interest income. The Company also reviews its available-for-sale securities on a regular basis to evaluate whether any security has experienced an other-than-temporary decline in fair value. Other-than-temporary declines in market value, if any, are recorded in “Other income, net” on the Company’s unaudited condensed consolidated statements of operations. |
Restricted Cash | Restricted Cash As of March 31, 2018, the Company’s “Restricted cash” primarily consisted of a $2.5 million of letter of credit relating to the lease of the Company’s new office building. As of December 31, 2017, the Company had certain non-U.S. dollar denominated deposits recorded as “Restrict cash” related to compliance with certain foreign contractual requirements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, available-for-sale securities and accounts receivable. Pursuant to the Company’s investment policy, substantially all of the Company’s cash, cash equivalents and available-for-sale securities are maintained at major financial institutions of high credit standing. The Company monitors the financial credit worthiness of the issuers of its investments and limits the concentration in individual securities and types of investments that exist within its investment portfolio. Generally, all of the Company’s investments carry high credit quality ratings, which is in accordance with its investment policy. At March 31, 2018, the Company does not believe there is significant financial risk from non-performance by the issuers of the Company’s cash equivalents and short-term investments. Concentrations of credit risk with respect to trade receivables exist. On a regular basis, including at the time of sale, the Company performs credit evaluations of its significant customers that it expects to sell to on credit terms. Generally, the Company does not require collateral from its customers to secure accounts receivable. To the extent that the Company determines specific invoices or customer accounts may be uncollectible, the Company establishes an allowance for doubtful accounts against the accounts receivable on its unaudited condensed consolidated balance sheets and records a charge on its unaudited condensed consolidated statements of operations as a component of selling, general and administrative expenses. The Company had three customers that accounted for more than 10% of the Company’s outstanding trade receivables at both March 31, 2018 and December 31, 2017. These customers cumulatively represented approximately 57% and 53% of the Company’s outstanding trade receivables at March 31, 2018 and December 31, 2017, respectively. To date, the Company has not experienced collection difficulties from these customers. |
Inventories | Inventories At March 31, 2018 and December 31, 2017, inventory consisted of work-in-process and finished goods only. Finished goods include INTERCEPT disposable kits, illuminators, and certain replacement parts for the illuminators. Platelet and plasma systems’ disposable kits generally have 18 to 24 months shelf lives from the date of manufacture. Illuminators and replacement parts do not have regulated expiration dates. Work-in-process includes certain components that are manufactured over a protracted length of time before being sold to, and ultimately incorporated and assembled by Fresenius Kabi Deutschland GmbH or Fresenius, Inc. (with their affiliates, “Fresenius”) into the finished INTERCEPT disposable kits. The Company maintains an inventory balance based on its current sales projections, and at each reporting period, the Company evaluates whether its work-in-process inventory would be sold to Fresenius for production of finished units in order to sell to existing and prospective customers within the next twelve-month period. It is not customary for the Company’s production cycle for inventory to exceed twelve months. Instead, the Company uses its best judgment to factor in lead times for the production of its work-in-process and finished units to meet the Company’s forecasted demands. If actual results differ from those estimates, work-in-process inventory could potentially accumulate for periods exceeding one year. At March 31, 2018 and December 31, 2017, the Company classified its work-in-process inventory as a current asset on its consolidated balance sheets based on its evaluation that the work-in-process inventory would be sold to Fresenius for finished disposable kit production within each respective subsequent twelve-month period. Inventory is recorded at the lower of cost, determined on a first-in, first-out basis, or net realizable value. The Company uses significant judgment to analyze and determine if the composition of its inventory is obsolete, slow-moving or unsalable and frequently reviews such determinations. The Company writes down specifically identified unusable, obsolete, slow-moving, or known unsalable inventory that has no alternative use in the period that it is first recognized by using a number of factors including product expiration dates, open and unfulfilled orders, and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded in “Cost of product revenue” on the Company’s consolidated statements of operations. At March 31, 2018 and December 31, 2017, the Company had $0.3 million and $0.1 million, respectively, recorded for potential obsolete, expiring or unsalable product. |
Property and Equipment, net | Property and Equipment, net Property and equipment is comprised of furniture, equipment, leasehold improvements, construction-in-progress, information technology hardware and software and is recorded at cost. At the time the property and equipment is ready for its intended use, it is depreciated on a straight-line basis over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful lives of the improvements. |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Intangible assets, net, which include a license for the right to commercialize the INTERCEPT Blood System in Asia, are subject to ratable amortization over the original estimated useful life of ten years. Accumulated amortization of intangible assets as of March 31, 2018 and December 31, 2017, was $1.53 million and $1.48 million, respectively. The change in intangible assets, net during three months ended March 31, 2018, was a result of amortization expense. Goodwill is not amortized but instead is subject to an impairment test performed on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Such impairment analysis is performed on August 31 of each fiscal year, or more frequently if indicators of impairment exist. The test for goodwill impairment may be assessed using qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the Company must then proceed with performing the quantitative goodwill impairment test. The Company may choose not to perform the qualitative assessment to test goodwill for impairment and proceed directly to the quantitative impairment test; however, the Company may revert to the qualitative assessment to test goodwill for impairment in any subsequent period. The quantitative goodwill impairment test compares the fair value of each reporting unit with its respective carrying amount, including goodwill. The Company has determined that it operates in one reporting unit and estimates the fair value of its one reporting unit using the enterprise approach under which it considers the quoted market capitalization of the Company as reported on the Nasdaq Global Market. The Company considers quoted market prices that are available in active markets to be the best evidence of fair value. The Company also considers other factors, which include future forecasted results, the economic environment and overall market conditions. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess, limited to the carrying amount of goodwill in the Company’s one reporting unit. The Company performs an impairment test on its intangible assets if certain events or changes in circumstances occur which indicate that the carrying amounts of its intangible assets may not be recoverable. If the intangible assets are not recoverable, an impairment loss would be recognized by the Company based on the excess amount of the carrying value of the intangible assets over its fair value. During the three months ended March 31, 2018 and 2017, there were no impairment charges recognized related to the acquired intangible assets. |
Long-lived Assets | Long-lived Assets The Company evaluates its long-lived assets for impairment by continually monitoring events and changes in circumstances that could indicate carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the expected undiscounted future cash flows are less than the carrying amount of these assets, the Company then measures the amount of the impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Foreign Currency Remeasurement | Foreign Currency Remeasurement The functional currency of the Company’s foreign subsidiary is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are remeasured in U.S. dollars using the exchange rates at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are remeasured in U.S. dollars using historical exchange rates. Product revenues and expenses are remeasured using average exchange rates prevailing during the period. Remeasurements are recorded in the Company’s consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant-date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period, and is adjusted for estimated forfeitures. To the extent that stock options contain performance criteria for vesting, stock-based compensation is recognized once the performance criteria are probable of being achieved. For stock-based awards issued to non-employees, the measurement date at which the fair value of the stock-based award is measured to be the earlier of (i) the date at which a commitment for performance by the grantee to earn the equity instrument is reached or (ii) the date at which the grantee’s performance is complete. The Company recognizes stock-based compensation expense for the fair value of the vested portion of the non-employee stock-based awards in its consolidated statements of operations. See Note 8 for further information regarding the Company’s stock-based compensation expense. |
Income Taxes | Income Taxes The provision for income taxes is accounted for using an asset and liability approach, under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company does not recognize tax positions that do not have a greater than 50% likelihood of being recognized upon review by a taxing authority having full knowledge of all relevant information. Use of a valuation allowance is not an appropriate substitute for derecognition of a tax position. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in its income tax expense. To date, the Company has not recognized any interest and penalties in its unaudited condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. Although the Company believes it more likely than not that a taxing authority would agree with its current tax positions, there can be no assurance that the tax positions the Company has taken will be substantiated by a taxing authority if reviewed. The Company’s U.S. federal tax returns for years 1998 through 2016 and California tax returns for years through 2016 remain subject to examination by the taxing jurisdictions due to unutilized net operating losses and research credits. The Company continues to carry a full valuation allowance on substantially all of its net deferred tax assets. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding for the period. The potentially dilutive securities include stock options, employee stock purchase plan rights and restricted stock units, which are calculated using the treasury stock method. For the three months ended March 31, 2018 and 2017, all potentially dilutive securities outstanding have been excluded from the computation of dilutive weighted average shares outstanding because such securities have an antidilutive impact due to losses reported. The table below presents shares underlying stock options, restricted stock units, and employee stock purchase plan rights that were excluded from the calculation of the weighted average number of shares outstanding used for the calculation of diluted net loss per share. These are excluded from the calculation due to their anti-dilutive effect for the three months ended March 31, 2018 and 2017 (shares in thousands): Three Months Ended March 31, 2018 2017 Weighted average number of anti-dilutive potential shares: Stock options 17,879 16,669 Restricted stock units 1,579 966 Employee stock purchase plan rights 92 — Total 19,550 17,635 |
Guarantee and Indemnification Arrangements | Guarantee and Indemnification Arrangements The Company recognizes the fair value for guarantee and indemnification arrangements issued or modified by the Company. In addition, the Company monitors the conditions that are subject to the guarantees and indemnifications in order to identify if a loss has occurred. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees and indemnifications. Some of the agreements that the Company is a party to contain provisions that indemnify the counter party from damages and costs resulting from claims that the Company’s technology infringes the intellectual property rights of a third party or claims that the sale or use of the Company’s products have caused personal injury or other damage or loss. The Company has not received any such requests for indemnification under these provisions and has not been required to make material payments pursuant to these provisions. The Company generally provides for a one-year warranty on certain of its INTERCEPT blood-safety products covering defects in materials and workmanship. The Company accrues costs associated with warranty obligations when claims become known and are estimable. The Company has not experienced significant or systemic warranty claims nor is it aware of any existing current warranty claims. Accordingly, the Company had not accrued for any future warranty costs for its products at March 31, 2018 and December 31, 2017. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of fair value relating to its financial assets and liabilities. The carrying amounts of accounts receivables, accounts payable, and other accrued liabilities approximate their fair value due to the relative short-term maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the fair value of its debt approximates their carrying amounts. The Company measures and records certain financial assets and liabilities at fair value on a recurring basis, including its available-for-sale securities. The Company classifies instruments within Level 1 if quoted prices are available in active markets for identical assets, which include the Company’s cash accounts and money market funds. The Company classifies instruments in Level 2 if the instruments are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. These instruments include the Company’s corporate debt and U.S. government agency securities holdings. The available-for-sale securities are held by a custodian who obtains investment prices from a third party pricing provider that uses standard inputs (observable in the market) to models which vary by asset class. The Company classifies instruments in Level 3 if one or more significant inputs or significant value drivers are unobservable. The Company assesses any transfers among fair value measurement levels at the end of each reporting period. See Note 2 for further information regarding the Company’s valuation of financial instruments. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company adopted the new accounting standard on January 1, 2018, using the modified retrospective method, and the adoption had no impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Product Revenue by Geographical Locations of Customers | Product revenue by geographical locations of customers during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Three Months Ended March 31, 2018 2017 Product revenue: North America $ 2,387 $ 1,065 Europe, Middle East and Africa 11,006 5,911 Other 171 30 Total product revenue $ 13,564 $ 7,006 |
Summary of Changes in Contract Liabilities | The changes in the contract liabilities during the three months ended March 31, 2018 and 2017, were as follows (in thousands): Beginning Ending Contract Liabilities Balance Additions Deductions Balance Three months ended March 31, 2018 Deferred product revenue - current $ 445 $ 662 $ (468 ) $ 639 Deferred product revenue - non current 15 — (8 ) 7 Three months ended March 31, 2017 Deferred product revenue - current $ 149 $ 634 $ (313 ) $ 470 Deferred product revenue - non current 46 — (8 ) 38 |
Anti-Dilutive Effect of Common Shares | The table below presents shares underlying stock options, restricted stock units, and employee stock purchase plan rights that were excluded from the calculation of the weighted average number of shares outstanding used for the calculation of diluted net loss per share. These are excluded from the calculation due to their anti-dilutive effect for the three months ended March 31, 2018 and 2017 (shares in thousands): Three Months Ended March 31, 2018 2017 Weighted average number of anti-dilutive potential shares: Stock options 17,879 16,669 Restricted stock units 1,579 966 Employee stock purchase plan rights 92 — Total 19,550 17,635 |
Available-for-sale Securities20
Available-for-sale Securities and Fair Value on Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Available-for-Sale Securities | The following is a summary of available-for-sale securities at March 31, 2018 (in thousands): March 31, 2018 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Money market funds $ 2,487 $ — $ — $ 2,487 United States government agency securities 16,953 — (39 ) 16,914 Corporate debt securities 74,461 — (387 ) 74,074 Total available-for-sale securities $ 93,901 $ — $ (426 ) $ 93,475 The following is a summary of available-for-sale securities at December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Money market funds $ 3,758 $ — $ — $ 3,758 United States government agency securities 11,252 — (24 ) 11,228 Corporate debt securities 35,858 — (73 ) 35,785 Total available-for-sale securities $ 50,868 $ — $ (97 ) $ 50,771 |
Available-for-Sale Debt Securities by Original Contractual Maturity | Available-for-sale securities at March 31, 2018 and December 31, 2017, consisted of the following by contractual maturity (in thousands): March 31, 2018 December 31, 2017 Amortized Cost Fair Value Amortized Cost Fair Value One year or less $ 31,278 $ 31,175 $ 38,836 $ 38,781 Greater than one year and less than five years 62,623 62,300 12,032 11,990 Total available-for-sale securities $ 93,901 $ 93,475 $ 50,868 $ 50,771 |
Available-for-Sale Marketable Securities in Unrealized Position | The following tables show all available-for-sale marketable securities in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): March 31, 2018 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss United States government agency securities $ 16,914 $ (39 ) $ — $ — $ 16,914 $ (39 ) Corporate debt securities 72,824 (387 ) — — 72,824 (387 ) Total available-for-sale securities $ 89,738 $ (426 ) $ — $ — $ 89,738 $ (426 ) December 31, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss United States government agency securities $ 8,729 $ (24 ) $ — $ — $ 8,729 $ (24 ) Corporate debt securities 35,785 (73 ) — — 35,785 (73 ) Total available-for-sale securities $ 44,514 $ (97 ) $ — $ — $ 44,514 $ (97 ) |
Fair Values of Financial Assets and Liabilities | The fair values of the Company’s financial assets and liabilities were determined using the following inputs at March 31, 2018 (in thousands): Balance sheet Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs classification Total (Level 1) (Level 2) (Level 3) Money market funds Cash and cash equivalents $ 2,487 $ 2,487 $ — $ — United States government agency securities Short-term investments 16,914 — 16,914 — Corporate debt securities Short-term investments 74,074 — 74,074 — Total financial assets $ 93,475 $ 2,487 $ 90,988 $ — The fair values of the Company’s financial assets and liabilities were determined using the following inputs at December 31, 2017 (in thousands): Balance sheet Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs classification Total (Level 1) (Level 2) (Level 3) Money market funds Cash and cash equivalents $ 3,758 $ 3,758 $ — $ — United States government agency securities Short-term investments 11,228 — 11,228 — Corporate debt securities Short-term investments 35,785 — 35,785 — Total financial assets $ 50,771 $ 3,758 $ 47,013 $ — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories at March 31, 2018 and December 31, 2017, consisted of the following (in thousands): March 31, 2018 December 31, 2017 Work-in-process $ 3,434 $ 4,299 Finished goods 9,731 10,158 Total inventories $ 13,165 $ 14,457 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities at March 31, 2018 and December 31, 2017, consisted of the following (in thousands): March 31, 2018 December 31, 2017 Accrued compensation and related costs $ 5,613 $ 7,372 Accrued professional services 3,006 2,605 Accrued customer obligations 696 481 Accrued insurance premiums 254 507 Other accrued expenses 788 747 Total accrued liabilities $ 10,357 $ 11,712 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt at March 31, 2018, consisted of the following (in thousands): March 31, 2018 Principal Unamortized Discount Total Loan and Security Agreement $ 30,000 $ (184 ) $ 29,816 Less: debt - current (1,429 ) — (1,429 ) Debt - non-current $ 28,571 $ (184 ) $ 28,387 Debt at December 31, 2017, consisted of the following (in thousands): December 31, 2017 Principal Unamortized Discount Net Carrying Value Loan and Security Agreement $ 30,000 $ (202 ) $ 29,798 Less: debt - current — — — Debt - non-current $ 30,000 $ (202 ) $ 29,798 |
Expected Principal and Interest Payments on Debt | Principal and interest payments on debt at March 31, 2018, are expected to be as follows (in thousands): Year ended December 31, Principal Interest Total 2018 $ — $ 2,062 $ 2,062 2019 7,857 2,447 10,304 2020 8,571 1,673 10,244 2021 8,572 882 9,454 2022 5,000 2,552 7,552 Total $ 30,000 $ 9,616 $ 39,616 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Non-Cancelable Lease Payments Under Leases | Future minimum non-cancelable payments under leases as of March 31, 2018, are as follows (in thousands): Year ended December 31, Lease Payments 2018 $ 1,235 2019 3,135 2020 2,259 2021 2,110 2022 2,141 Thereafter 16,045 Total $ 26,925 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - 2008 Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2018 | |
Activity Under Equity Incentive Plans Related to Stock Options | Activity under the Company’s equity incentive plans related to stock options is set forth below (in thousands except per share amounts): Number of Options Outstanding Weighted Average Exercise Price per Share Balances at December 31, 2017 17,138 $ 4.27 Granted 2,634 4.32 Exercised (329 ) 2.70 Forfeited (412 ) 4.60 Expired (145 ) 6.00 Balances at March 31, 2018 18,886 4.28 |
Activity Under Equity Incentive Plans Related to RSUs | Activity under the Company’s equity incentive plans related to RSUs is set forth below (in thousands except per share amounts): Number of Shares Outstanding Weighted Average Grant Date Fair Value per Share Balances at December 31, 2017 1,256 $ 4.53 Granted 1,296 4.32 Vested (435 ) 4.65 Forfeited (94 ) 4.11 Balances at March 31, 2018 2,023 4.39 |
Development and License Agree26
Development and License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Development And License Agreements [Abstract] | |
Summary of Prepaid R&D Asset and Manufacturing Efficiency Asset | The following table summarizes the amounts of prepaid R&D asset and manufacturing efficiency asset at March 31, 2018 and December 31, 2017 (in thousands). March 31, 2018 December 31, 2017 Prepaid R&D asset - current (1) $ 84 $ 114 Prepaid R&D asset - non-current (2) 2,155 2,162 Manufacturing efficiency asset (2) 1,778 1,839 (1) Included in “Other current assets” in the Company's consolidated balance sheets. (2) Included in “Other assets” in the Company's consolidated balance sheets. |
Summary of Amounts Payable and Amounts Receivable from Fresenius | The following table summarizes the amounts of the Company’s payables to Fresenius and receivables from Fresenius at March 31, 2018 and December 31, 2017 (in thousands). March 31, 2018 December 31, 2017 Payables to Fresenius (1) $ 4,930 $ 4,687 Receivables from Fresenius (2) 1,400 231 (1) Included in “Accounts Payable” and “Accrued Liabilities” in the Company's consolidated balance sheets. (2) Included in “Other current assets” in the Company's consolidated balance sheets. |
Segment, Customer and Geograp27
Segment, Customer and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Customer that Accounted for More Than Ten Percent of Total Product Revenue | The Company had the following significant customer that accounted for more than 10% of the Company’s total product revenue, during the three months ended March 31, 2018 and 2017 (in percentages): Three Months Ended March 31, 2018 2017 Établissement Français du Sang 41% * * Represents an amount less than 10% of product revenue. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Summary of Product Revenue by Geographical Locations of Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total product revenue | $ 13,564 | $ 7,006 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Total product revenue | 2,387 | 1,065 |
Europe, Middle East and Africa | ||
Disaggregation Of Revenue [Line Items] | ||
Total product revenue | 11,006 | 5,911 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total product revenue | $ 171 | $ 30 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)CustomerSegment | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Customer | |
Summary Of Significant Accounting Policies [Line Items] | |||
Description of payment of customer invoice contract | The Company invoices its customers based upon the payment terms in the contracts, which is generally from 30 to 60 days. | ||
Contract asset | $ 0 | $ 0 | |
Restricted cash | $ 2,500,000 | ||
Number of major customers representing outstanding trade receivables | Customer | 3 | 3 | |
Protracted length of inventory | 1 year | ||
Inventory valuation reserves | $ 200,000 | $ 200,000 | |
Accumulated amortization intangible assets | $ 1,530 | 1,480 | |
Estimated useful life of intangible assets | 10 years | ||
Number of reportable segments | Segment | 1 | ||
Impairment charges acquired intangible asstes | $ 0 | $ 0 | |
Period of warranty | 1 year | ||
Warranty claim liability | $ 0 | $ 0 | |
Trade Accounts Receivable | Customer Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 57.00% | 53.00% | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Payment of customer invoice contract period | 30 days | ||
Shelf lives of inventory | 18 months | ||
Estimated useful life of property and equipment | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Payment of customer invoice contract period | 60 days | ||
Shelf lives of inventory | 24 months | ||
Estimated useful life of property and equipment | 5 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Summary of Changes in Contract Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Deferred product revenue - current, beginning balance | $ 445 | $ 149 |
Deferred product revenue - current, additions | 662 | 634 |
Deferred product revenue - current, deductions | (468) | (313) |
Deferred product revenue - current, ending balance | 639 | 470 |
Deferred product revenue - non current, beginning balance | 15 | 46 |
Deferred product revenue - non current, deductions | (8) | (8) |
Deferred product revenue - non current, ending balance | $ 7 | $ 38 |
Shares Underlying Stock Options
Shares Underlying Stock Options, Excluded from Calculation of Weighted Average Number of Shares Outstanding used for Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive potential shares | 19,550 | 17,635 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive potential shares | 17,879 | 16,669 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive potential shares | 1,579 | 966 |
Employee Stock Purchase Plan Rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive potential shares | 92 |
Summary of Available-for-Sale S
Summary of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 93,901 | $ 50,868 |
Gross Unrealized Loss | (426) | (97) |
Fair Value | 93,475 | 50,771 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,487 | 3,758 |
Fair Value | 2,487 | 3,758 |
United States government agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 16,953 | 11,252 |
Gross Unrealized Loss | (39) | (24) |
Fair Value | 16,914 | 11,228 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 74,461 | 35,858 |
Gross Unrealized Loss | (387) | (73) |
Fair Value | $ 74,074 | $ 35,785 |
Available-for-Sale Debt Securit
Available-for-Sale Debt Securities by Original Contractual Maturity (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Investments Debt And Equity Securities [Abstract] | ||
One year or less, amortized cost | $ 31,278 | $ 38,836 |
Greater than one year and less than five years, amortized cost | 62,623 | 12,032 |
Amortized Cost | 93,901 | 50,868 |
One year or less, fair value | 31,175 | 38,781 |
Greater than one year and less than five years, fair value | 62,300 | 11,990 |
Total available-for-sale securities fair value | $ 93,475 | $ 50,771 |
Available-for-Sale Marketable S
Available-for-Sale Marketable Securities in Unrealized Position (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | $ 89,738 | $ 44,514 |
Less than 12 Months, Unrealized Loss | (426) | (97) |
Total, Fair Value | 89,738 | 44,514 |
Total, Unrealized Loss | (426) | (97) |
United States government agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | 16,914 | 8,729 |
Less than 12 Months, Unrealized Loss | (39) | (24) |
Total, Fair Value | 16,914 | 8,729 |
Total, Unrealized Loss | (39) | (24) |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | 72,824 | 35,785 |
Less than 12 Months, Unrealized Loss | (387) | (73) |
Total, Fair Value | 72,824 | 35,785 |
Total, Unrealized Loss | $ (387) | $ (73) |
Available-for-sale Securities35
Available-for-sale Securities and Fair Value on Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Other-than-temporary impairment losses | $ 0 | $ 0 |
Gross realized gains from the sale of available-for-sale investments | 0 | |
Gross realized losses from the sale or maturity of available-for-sale investments | $ 0 | 0 |
Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross realized gains from the sale of available-for-sale investments | $ 100,000 |
Fair Values on Financial Assets
Fair Values on Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair value of financial assets and liabilities | ||
Total financial assets | $ 93,475 | $ 50,771 |
Money market funds | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 2,487 | 3,758 |
United States government agency securities | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 16,914 | 11,228 |
United States government agency securities | Short-term Investments | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 16,914 | 11,228 |
Corporate debt securities | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 74,074 | 35,785 |
Level 1 | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 2,487 | 3,758 |
Level 1 | Money market funds | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 2,487 | 3,758 |
Level 2 | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 90,988 | 47,013 |
Level 2 | United States government agency securities | Short-term Investments | ||
Fair value of financial assets and liabilities | ||
Total financial assets | 16,914 | 11,228 |
Level 2 | Corporate debt securities | ||
Fair value of financial assets and liabilities | ||
Total financial assets | $ 74,074 | $ 35,785 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Work-in-process | $ 3,434 | $ 4,299 |
Finished goods | 9,731 | 10,158 |
Total inventories | $ 13,165 | $ 14,457 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation and related costs | $ 5,613 | $ 7,372 |
Accrued professional services | 3,006 | 2,605 |
Accrued customer obligations | 696 | 481 |
Accrued insurance premiums | 254 | 507 |
Other accrued expenses | 788 | 747 |
Total accrued liabilities | $ 10,357 | $ 11,712 |
Debt (Detail)
Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt, Principal | $ 30,000 | |
Less: debt-current | (1,429) | |
Debt-non-current | 28,387 | $ 29,798 |
Cerus Term Loans | ||
Debt Instrument [Line Items] | ||
Total debt, Principal | 30,000 | 30,000 |
Total debt, Unamortized Discount | (184) | (202) |
Total debt | 29,816 | 29,798 |
Less: debt - current, Principal | (1,429) | |
Less: debt-current | (1,429) | |
Debt - non-current, Principal | 28,571 | 30,000 |
Debt - non-current, Unamortized Discount | (184) | (202) |
Debt-non-current | $ 28,387 | $ 29,798 |
Debt - Principal and Interest P
Debt - Principal and Interest Payments on Debt (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019, Principal | $ 7,857 |
2020, Principal | 8,571 |
2021, Principal | 8,572 |
2022, Principal | 5,000 |
Total, Principal | 30,000 |
2018, Interest | 2,062 |
2019, Interest | 2,447 |
2020, Interest | 1,673 |
2021, Interest | 882 |
2022, Interest | 2,552 |
Total, Interest | 9,616 |
2018, Total | 2,062 |
2019, Total | 10,304 |
2020, Total | 10,244 |
2021, Total | 9,454 |
2022, Total | 7,552 |
Total | $ 39,616 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Apr. 27, 2017 | Dec. 30, 2016USD ($) | Jul. 31, 2017USD ($)Tranche | Mar. 31, 2018 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Cerus Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, face amount | $ 20,000,000 | |||||
Term of agreement | 5 years | |||||
Interest rate, description | Term Loan A bore an interest rate of 6.95%. Term Loan B bore an interest rate of 7.01%. | |||||
Principal and interest payments | 18 months | |||||
Terms of required periodic payments of interest and principal | On April 27, 2017, the Term Loan Agreement was amended to include an additional interest-only period for all advances under the Term Loan Agreement. As amended, the Company was required to make interest only payments from May 2017 through December 2017, followed by eighteen months of equal principal and interest payments thereafter. The Company determined that each of these amendments to the Term Loan Agreement resulted in a debt modification. As a result, the accounting treatment for the Term Loan continued under the interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of each of these amendments to the Term Loan Agreement. The Company was also required to make a final payment equal to 7% of the principal amounts of the Term Loans drawn payable on the earlier to occur of maturity or prepayment. | |||||
Final payment term percent | 7.00% | |||||
Cerus Amended Credit Agreement | 2017 Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, face amount | $ 40,000,000 | |||||
Borrowing conditions | However, if the Company draws the 2017 Term Loan B, then the interest-only period will be extended through August 1, 2019, and the amortization period will be reduced to 36 months. | |||||
Interest rate, description | Interest on the 2017 Term Loan A and the 2017 Term Loan B will bear interest at a rate equal to the greater of (i) 8.01% and (ii) the three-month U.S. LIBOR rate plus 6.72%. The interest rate on the 2017 Term Loan A at March 31, 2018, was approximately 9.03%. The Company will also be required to make a final payment fee of 8.00% of the principal amounts of the 2017 Term Loans. The Amended Credit Agreement contains certain nonfinancial covenants, with which the Company was in compliance at March 31, 2018 | |||||
Final payment term percent | 8.00% | |||||
Number of loan tranches | Tranche | 2 | |||||
Repay in full all of outstanding term loans | $ 1,400,000 | |||||
Terms of required periodic payments of interest and principal | The Amended Credit Agreement provides for secured growth capital term loans of up to $40.0 million (the “2017 Term Loans”). All of the Company’s current and future assets, excluding its intellectual property and 35% of the Company’s investment in Cerus Europe B.V., are secured for its borrowings under the Amended Credit Agreement. The 2017 Term Loans are available in two tranches. The first tranche of $30.0 million (“2017 Term Loan A”) was drawn by the Company on July 31, 2017, with the proceeds used in part to repay in full all of the outstanding term loans under the Term Loan Agreement of $17.6 million and the final payment of the Term Loan Agreement of $1.4 million. The second tranche of $10.0 million (“2017 Term Loan B”) will be made available to the Company upon the Company’s achieving consolidated trailing six-month revenues as defined in the agreement (the “Revenue Milestone”). If the Revenue Milestone is achieved, the Company may draw the 2017 Term Loan B through the earlier of (i) January 31, 2019, and (ii) the date which is 60 days after the achievement of the Revenue Milestone. The Company achieved the Revenue Milestone by March 31, 2018, and therefore 2017 Term Loan B is available to be drawn. The Company’s ability to draw the 2017 Term Loan B expires on May 14, 2018. The 2017 Term Loans require interest-only payments through February 1, 2019, followed by 42 monthly payments of equal principal plus declining interest payments. | |||||
Cerus Amended Credit Agreement | 2017 Term Loans | Three-month U.S. LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt, applicable margin | 6.72% | |||||
Cerus Amended Credit Agreement | 2017 Term Loans | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument floating interest rate percentage | 8.01% | |||||
Cerus Amended Credit Agreement | Securities Pledged as Collateral | 2017 Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of investments made in subsidiary | 35.00% | |||||
First Tranche (Term Loan A) | Cerus Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, face amount | $ 10,000,000 | |||||
Interest rate | 6.95% | |||||
Maturity period | Jun. 1, 2019 | |||||
First Tranche (Term Loan A) | Cerus Amended Credit Agreement | 2017 Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, face amount | $ 30,000,000 | |||||
Interest rate | 9.03% | |||||
Repay in full all of outstanding term loans | $ 17,600,000 | |||||
Interest-only payments date | Feb. 1, 2019 | |||||
Principal plus declining interest payments | 42 months | |||||
Second Tranche (Term Loan B) | Cerus Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Term loan, face amount | $ 10,000,000 | |||||
Borrowing conditions | The second tranche of $10.0 million (“Term Loan B”) was drawn in June 2015. | |||||
Interest rate | 7.01% | |||||
Maturity period | Jun. 1, 2019 | |||||
Second Tranche (Term Loan B) | Cerus Amended Credit Agreement | 2017 Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Loan and security agreement available upon revenue achievement | $ 10,000,000 | |||||
Ending date to avail loan upon achievement of milestone. | Jan. 31, 2019 | |||||
Number of days to avail loan upon achievement of milestone | 60 days | |||||
Expiration date to draw second tranche | May 14, 2018 | |||||
Interest-only period extension date | Aug. 1, 2019 | |||||
Amortization Period | 36 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2010 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Minimum term of non-cancellable operating leases | 1 year | |
Expiration of non-cancellable operating leases maximum year | 2,029 | |
Financing for leasehold improvement | $ 1.1 | |
Outstanding liability related to leasehold improvements | $ 0.2 | |
Accrued liabilities | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Leasehold Improvements reflected in Accrued liabilities | 0.1 | |
Other non-current liabilities | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Leasehold Improvements reflected in Other non-current liabilities | $ 0.1 |
Future Minimum Non-Cancelable L
Future Minimum Non-Cancelable Lease Payments Under Leases (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 1,235 |
2,019 | 3,135 |
2,020 | 2,259 |
2,021 | 2,110 |
2,022 | 2,141 |
Thereafter | 16,045 |
Total | $ 26,925 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jan. 08, 2018 | Jan. 31, 2018 | Mar. 31, 2018 | May 05, 2016 |
Amendment No. 2 | Cantor | Sales Agreement | ||||
Stockholders Equity Note [Line Items] | ||||
Maximum common stock offering price | $ 132,200,000 | |||
Common stock registered for sale | $ 70,000,000 | |||
Amendment No. 3 | Cantor | Sales Agreement | ||||
Stockholders Equity Note [Line Items] | ||||
Maximum common stock offering price | $ 70,000,000 | |||
Common stock registered for sale | $ 70,000,000 | |||
Percentage of proceeds payable as compensation to underwriter | 2.00% | |||
Unsold shares of common stock, value | $ 31,400,000 | |||
Common stock, number of shares issued | 9,300 | |||
Amendment No. 3 | Cantor | Sales Agreement | Maximum | ||||
Stockholders Equity Note [Line Items] | ||||
Proceeds from common stock sold | $ 100,000 | |||
Common Stock | Underwritten Public Offering | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, shares issued and sold | 14,030,000 | |||
Common stock, par value | $ 0.001 | |||
Common stock, sale of stock, price per share | $ 4.10 | |||
Proceeds from common stock sold | $ 57,200,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | Jun. 07, 2017shares | Jun. 10, 2015shares | Mar. 31, 2018USD ($)Periodshares | Dec. 31, 2017shares | Aug. 31, 2016shares | Jun. 12, 2013shares |
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation, option to be granted at percentage of fair value of common stock | 85.00% | |||||
Employee Stock Purchase Plan, offering period | 12 months | |||||
Number of purchase periods within each offering period | Period | 2 | |||||
Aggregate number of shares of common stock reserved for future issuance | 1,000,000 | |||||
2008 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation, option to be granted at percentage of fair value of common stock | 100.00% | |||||
Aggregate number of shares of common stock reserved for future issuance | 24,900,000 | |||||
Employee Stock Purchase Plan, authorized shares for issuance | 19,500,000 | |||||
Increase in shares of common stock authorized for issuance | 6,000,000 | 5,000,000 | ||||
Stock-based compensation, award term | 10 years | |||||
Performance-based stock options, outstanding | 20,000 | |||||
Outstanding options and other stock based awards | 18,886,000 | 17,138,000 | ||||
Number of shares available for future issuance | 4,000,000 | |||||
2008 Equity Incentive Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation, vesting period | 4 years | |||||
2008 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation, vesting period | 3 years | |||||
Number of Restricted Stock Units Outstanding | 2,023,000 | 1,256,000 | ||||
2008 Equity Incentive Plan | Performance-based Stock or Cash Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Stock Purchase Plan, authorized shares for issuance | 500,000 | |||||
Stock option plan granted on cash award | $ | $ 1 | |||||
Cerus Corporation Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate number of shares of common stock reserved for future issuance | 1,250,000 | |||||
Share based compensation modification terms | Effective June 7, 2017, the Company no longer issues shares from the Inducement Plan. |
Activity Under Equity Incentive
Activity Under Equity Incentive Plans Related to Stock Options (Detail) - 2008 Equity Incentive Plan shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Activity under the Company's equity incentive plans related to stock options | |
Number of Options Outstanding, Beginning Balance | shares | 17,138 |
Granted, Number of Options Outstanding | shares | 2,634 |
Exercised, Number of Options Outstanding | shares | (329) |
Forfeited, Number of Options Outstanding | shares | (412) |
Expired, Number of Options Outstanding | shares | (145) |
Number of Options Outstanding, Ending Balance | shares | 18,886 |
Weighted Average Exercise Price per Share | |
Weighted Average Exercise Price per Share, Beginning Balance | $ / shares | $ 4.27 |
Granted, Weighted Average Exercise Price per Share | $ / shares | 4.32 |
Exercised, Weighted Average Exercise Price per Share | $ / shares | 2.70 |
Forfeited, Weighted Average Exercise Price per Share | $ / shares | 4.60 |
Expired, Weighted Average Exercise Price per Share | $ / shares | 6 |
Weighted Average Exercise Price per Share, Ending Balance | $ / shares | $ 4.28 |
Activity Under Equity Incenti47
Activity Under Equity Incentive Plans Related to RSUs (Detail) - 2008 Equity Incentive Plan - Restricted Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Activity under the Company's equity incentive plans related to restricted stock units | |
Number of Restricted Stock Units Outstanding, Beginning Balance | shares | 1,256 |
Granted, Number of Restricted Stock Units Outstanding | shares | 1,296 |
Vested, Number of Restricted Stock Units Outstanding | shares | (435) |
Forfeited, Number of Restricted Stock Units Outstanding | shares | (94) |
Number of Restricted Stock Units Outstanding, Ending Balance | shares | 2,023 |
Weighted Average Exercise Price per Share | |
Weighted Average Exercise Price per Share, Beginning Balance | $ / shares | $ 4.53 |
Granted, Weighted Average Exercise Price per Share | $ / shares | 4.32 |
Vested, Weighted Average Exercise Price per Share | $ / shares | 4.65 |
Forfeited, Weighted Average Exercise Price per Share | $ / shares | 4.11 |
Weighted Average Exercise Price per Share, Ending Balance | $ / shares | $ 4.39 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||
Income tax expense (benefit) | $ 54 | $ 35 |
Maximum | Cerus Europe B.V. | ||
Income Tax Disclosure [Line Items] | ||
Income tax expense (benefit) | $ 100 | $ 100 |
Development and License Agree49
Development and License Agreements - Summary of Prepaid R&D Asset and Manufacturing Efficiency Asset (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Other current assets | |||
Deferred Costs Capitalized Prepaid And Other Assets [Line Items] | |||
Prepaid R&D asset - current | [1] | $ 84 | $ 114 |
Other assets | |||
Deferred Costs Capitalized Prepaid And Other Assets [Line Items] | |||
Prepaid R&D asset - current | [2] | 2,155 | 2,162 |
Manufacturing efficiency asset | [2] | $ 1,778 | $ 1,839 |
[1] | Included in “Other current assets” in the Company's consolidated balance sheets. | ||
[2] | Included in “Other assets” in the Company's consolidated balance sheets |
Development and License Agree50
Development and License Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Licenses Agreements [Line Items] | |||
Payments made relating to the manufacturing of the products | $ 5,400,000 | $ 3,200,000 | |
BARDA Agreement | |||
Licenses Agreements [Line Items] | |||
Committed fund receivable | 88,200,000 | ||
Committed fund receivable | $ 186,200,000 | ||
Period of agreement | 5 years | ||
Accounts receivable of billed and unbilled amounts | $ 2,000,000 | $ 1,400,000 | |
BARDA Agreement | Cerus Corporation | |||
Licenses Agreements [Line Items] | |||
Co-investment by the company | 5,000,000 | ||
Additional co-investment by the company | $ 9,600,000 |
Development and License Agree51
Development and License Agreements - Summary of Amounts Payable and Amounts Receivable from Fresenius (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Payables to Fresenius | [1] | $ 4,930 | $ 4,687 |
Receivables from Fresenius | [2] | $ 1,400 | $ 231 |
[1] | Included in “Accounts Payable” and “Accrued Liabilities” in the Company's consolidated balance sheets. | ||
[2] | Included in “Other current assets” in the Company's consolidated balance sheets |
Segment, Customer and Geograp52
Segment, Customer and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Significant Customer that Accou
Significant Customer that Accounted for More than Ten Percentage of Total Product Revenue (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Customer Concentration Risk | Sales Revenue, Goods, Net | Etablissement Francais Du Sang | |
Revenue, Major Customer [Line Items] | |
Concentration risk, percentage | 41.00% |