UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8 - K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2012

CERUS CORPORATION
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	000-21937	 	68-0262011	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
2550 Stanwell Drive
Concord, California 94520
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 288-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 2.02	Results of Operations and Financial Condition	
On August 2, 2012, Cerus Corporation (the “Company”) announced its financial results for its second quarter ended June 30, 2012. A copy of the Company’s press release, entitled “Cerus Corporation Reports Second Quarter 2012 Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 hereto.
The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01	Financial Statements and Exhibits	
 
 	(d)	Exhibits.	
The following exhibit is furnished with this report:

			
	 	99.1	  	Press release, dated August 2, 2012, entitled “Cerus Corporation Reports Second Quarter 2012 Results.”	

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	CERUS CORPORATION	
			
Dated: August 2, 2012	 	By:	 	/s/ KEVIN D. GREEN	
	 		 	Kevin D. Green
Vice President, Finance and Chief Accounting Officer	
 
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EXHIBIT INDEX

Exhibit
Number	  	Description	
		
99.1	  	Press release, dated August 2, 2012, entitled “Cerus Corporation Reports Second Quarter 2012 Results.”	
 
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Exhibit 99.1

Contact:
Kevin D. Green
Vice President, Finance & CAO
Cerus Corporation
(925) 288-6138
Cerus Corporation Reports Second Quarter 2012 Results
CONCORD, CA, August 2, 2012 - Cerus Corporation (NASDAQ: CERS) today announced financial results for the second quarter ended June 30, 2012.
Second quarter 2012 results:
 
 	•	 	Revenue of $9.2 million, a 37% increase from the second quarter of 2011;	
 
 	•	 	Operating expenses of $8.4 million compared to $8.3 million incurred during the second quarter of 2011; and	
 
 	•	 	Cash of $26.7 million at June 30, 2012 compared to $31.5 million at March 31, 2012 and $25.8 million at December 31, 2011.	
First half 2012 results:
 
 	•	 	Total revenue of $18.0 million, a 35% increase from the first half of 2011;	
 
 	•	 	Product revenue of $17.9 million, a 38% increase from the first half of 2011; and	
 
 	•	 	Operating expenses of $16.3 million compared to $15.6 million incurred during the first half of 2011.	
“Cerus continued to deliver strong growth during the second quarter, with increased demand for INTERCEPT disposable kits,” said William ‘Obi’ Greenman, president and chief executive officer of Cerus Corporation. “We reiterate our 2012 guidance for revenue of $34 million to $36 million. We continue to make encouraging progress within our red blood cell program and we expect to initiate our Phase III acute anemia trial in Europe in the third quarter, the first of two European Phase III studies planned to start this year.”
Revenue
Revenue for the second quarter of 2012 was $9.2 million, derived entirely from product sales. These revenues represent a 37% increase from the $6.8 million recognized during second quarter of 2011. The increase in revenue was driven primarily by a 37% increase in year-over-year demand for INTERCEPT disposable kits.
Total revenue for the first half of 2012 was $18.0 million, up from the $13.4 million recognized during the first half of 2011. Product revenue for the first half of 2012 was $17.9 million, and represented a 38% increase from the first half of 2011. The increase in product revenue during the first half of 2012 over 2011 was driven primarily by a 46% increase in demand for INTERCEPT disposable kits.
Government grant revenue for the first half of 2012 was $0.1 million, down from $0.4 million recognized during the first half of 2011. The availability of government grants awarded to Cerus in support of the Company’s red blood cell system has been fully exhausted. The Company does not currently expect any incremental government grant revenue during the second half of 2012.

Gross Margins
Gross margins for the second quarter of 2012 were 40%, equivalent to gross margins reported for the second quarter of 2011. Gross margins for the first half of 2012 were 38%, compared to 43% for same period in 2011. Gross margins during the first half of 2012 were affected by the mix of products sold and, during the first quarter of 2012, were negatively impacted by accounting charges associated with high scrap rates for certain components used to make INTERCEPT disposable kits.
Operating Expenses
Total operating expenses for the second quarter of 2012 were $8.4 million, compared to $8.3 million for the second quarter of 2011. Total operating expenses for the first half of 2012 were $16.3 million, compared to $15.6 million for the first half of 2011. The increase in operating expenses was related to increases in selling, general and administrative expenses in support of the growing commercial business in Europe, the Middle East, The Commonwealth of Independent States and the expansion into new markets and geographies. Operating expenses are expected to increase during the second half of 2012 and into 2013, driven by increased research and development expenses associated with the planned clinical trials and in-vitro studies to support potential regulatory approval of the INTERCEPT red blood cell system.
Operating and Net Loss
Operating losses during the second quarter of 2012 were improved from those incurred during the same period in 2011. The improvement in operating losses was attributable to the growth in revenue, stable gross margins, and relatively consistent operating expenses during the two comparative periods. Operating losses for the first half of 2012 were also improved from operating losses incurred during the first half of 2011, primarily due to the increase in product revenue.
Net loss for the second quarter of 2012 was $1.9 million, or $0.10 per diluted share, compared to a net loss of $6.4 million, or $0.13 per diluted share, for the second quarter of 2011. The change in net loss was primarily affected by a second quarter 2012 non-cash gain of $3.7 million compared to a similar charge of $0.3 million for the same period in 2011, resulting from the mark-to-market adjustments of Cerus’ outstanding warrants. Net loss for the first half of 2012 was $10.7 million, or $0.20 per diluted share, compared to a net loss of $11.5 million, or $0.24 per diluted share, for the first half of 2011.
Cash and Investments
At June 30, 2012, the Company had cash, cash equivalents and short-term investments of $26.7 million, up from $25.8 million at December 31, 2011. Cash payments to vendors for the increase in inventory during the first half of 2012 were a significant contributing factor in the amount of net cash used during the quarter.
OTHER RECENT PROGRESS:
 
 	•	 	Preliminary regulatory reviews of the clinical trial applications for the planned INTERCEPT red cell Phase III acute anemia have been completed in France and Germany; enrollment is anticipated to begin in the third quarter.	
 
 	•	 	Preparations continue for future expected initiation of the planned Phase III red cell chronic anemia trial in Italy, and the planned U.S. Phase II red cell study.	
 
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QUARTERLY CONFERENCE CALL
The Company will host a conference call and webcast at 4:15 p.m. Eastern time today to discuss its financial results and provide a general business overview. To access the live webcast, please visit the Investor Relations page of the Cerus web site at http://www.cerus.com/Investors/Investor-Overview. Alternatively, you may access the live conference call by dialing 866-235-9006 (U.S.) or 631-291-4549 (international).
A replay will be available on the company’s web site, or by dialing 855-859-2056 (U.S.) or 404-537-3406 (international) and entering conference ID number 63119152. The replay will be available approximately three hours after the call through August 16, 2012.
ABOUT CERUS
Cerus Corporation is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. The nucleic acid targeting mechanism of action enables INTERCEPT treatment to inactivate established transfusion threats, such as hepatitis B and C, HIV, West Nile virus and bacteria, and is designed to inactivate emerging pathogens such as influenza, malaria and dengue. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, the Commonwealth of Independent States, the Middle East and selected countries in other regions around the world. The INTERCEPT Blood System for red blood cells is in clinical development. See http://www.cerus.com for more information.
INTERCEPT and the INTERCEPT Blood System are trademarks of Cerus Corporation.
Forward-Looking Statements
Except for the historical statements contained herein, this press release contains forward-looking statements concerning Cerus’ products, prospects and results, including statements concerning Cerus’ expectations regarding its 2012 revenues, future operating expenses and cash used to support operations, statements relating to potential regulatory approvals and other future regulatory matters, and statements relating to planned preparation, initiation and enrollment of clinical trials and the future development of the INTERCEPT Blood System for red blood cells. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks associated with the commercialization and market acceptance of, and customer demand for, the INTERCEPT Blood System, the uncertain and time-consuming clinical development and regulatory process, including the risks that Cerus may be unable to initiate planned clincial trials for the INTERCEPT Blood System for red blood cells in the timeframe expressed herein or otherwise in a timely manner, or at all, adverse market and economic conditions, adverse fluctuations in foreign exchange rates, Cerus’ reliance on third parties to market, sell, distribute and maintain its products, Cerus’ ability to maintain an effective manufacturing supply chain, intellectual property protection, as well as other risks detailed in Cerus’ filings with the Securities and Exchange Commission, including Cerus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 7, 2012. Cerus disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release.
Financial Tables Attached
 
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CERUS CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
(in thousands except per share information)

 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
 	  	2012	 	 	2011	 	 	2012	 	 	2011	 	
Revenue:	  				 				 				 				
Product revenue	  	$	9,224	  	 	$	6,753	  	 	$	17,915	  	 	$	12,936	  	
Government grant and cooperative agreements	  	 	—  	  	 	 	—  	  	 	 	91	  	 	 	436	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	 	9,224	  	 	 	6,753	  	 	 	18,006	  	 	 	13,372	  	
Cost of product revenue	  	 	5,574	  	 	 	4,074	  	 	 	11,088	  	 	 	7,603	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	3,650	  	 	 	2,679	  	 	 	6,918	  	 	 	5,769	  	
Operating expenses:	  				 				 				 				
Research and development	  	 	1,712	  	 	 	1,994	  	 	 	3,536	  	 	 	3,802	  	
Selling, general and administrative	  	 	6,686	  	 	 	6,207	  	 	 	12,652	  	 	 	11,735	  	
Amortization of intangible assets	  	 	51	  	 	 	51	  	 	 	101	  	 	 	101	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  	 	8,449	  	 	 	8,252	  	 	 	16,289	  	 	 	15,638	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss from operations	  	 	(4,799	) 	 	 	(5,573	) 	 	 	(9,371	) 	 	 	(9,869	) 	
Non-operating income (expense), net	  	 	2,892	  	 	 	(836	) 	 	 	(1,370	) 	 	 	(1,638	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	  	$	(1,907	) 	 	$	(6,409	) 	 	$	(10,741	) 	 	$	(11,507	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss per common share:	  				 				 				 				
Basic	  	$	(0.04	) 	 	$	(0.13	) 	 	$	(0.20	) 	 	$	(0.24	) 	
Diluted	  	$	(0.10	) 	 	$	(0.13	) 	 	$	(0.20	) 	 	$	(0.24	) 	
Weighted average common shares outstanding used for computing net loss per common share:	  				 				 				 				
Basic	  	 	54,418	  	 	 	47,620	  	 	 	53,753	  	 	 	47,530	  	
Diluted	  	 	55,236	  	 	 	47,620	  	 	 	53,753	  	 	 	47,530	  	
 
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CERUS CORPORATION
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
(in thousands)

 	  	June 30,
2012	 	  	December 31,
2011	 	
Cash, cash equivalents, and short-term investments	  	$	 26,667	  	  	$	 25,784	  	
Accounts receivable and other current assets	  	 	4,749	  	  	 	7,511	  	
Inventories	  	 	9,373	  	  	 	6,444	  	
Property and equipment, net	  	 	1,866	  	  	 	2,032	  	
Goodwill and intangible assets	  	 	2,963	  	  	 	3,064	  	
Other assets	  	 	445	  	  	 	532	  	
	  	 	 	 	  	 	 	 	
Total assets	  	$	46,063	  	  	$	45,367	  	
	  	 	 	 	  	 	 	 	
Accounts payable and accrued liabilities	  	$	10,083	  	  	$	10,505	  	
Deferred revenue	  	 	136	  	  	 	111	  	
Debt - current	  	 	3,692	  	  	 	2,519	  	
Warrant liability	  	 	8,749	  	  	 	7,979	  	
Debt - non-current	  	 	3,717	  	  	 	4,697	  	
Other non-current liabilities	  	 	1,167	  	  	 	1,243	  	
	  	 	 	 	  	 	 	 	
Total liabilities	  	 	27,544	  	  	 	27,054	  	
Stockholders’ equity	  	 	18,519	  	  	 	18,313	  	
	  	 	 	 	  	 	 	 	
Total liabilities and stockholders’ equity	  	$	46,063	  	  	$	45,367	  	

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