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GERON CORP

SEC Form 10-Q filed 2010-07-30 for the period ending 2010-06-30


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Selected tables from the SEC filing

Table 0

Financial table in standard format

GERON CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1: Condensed Consolidated Financial Statements 1
Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 1
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009 2
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 3
Notes to Condensed Consolidated Financial Statements 4
Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3: Quantitative and Qualitative Disclosures About Market Risk 25
Item 4: Controls and Procedures 26
PART II. OTHER INFORMATION
Item 1: Legal Proceedings 26
Item 1A: Risk Factors 26
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 42
Item 3: Defaults Upon Senior Securities 42
Item 4: (Removed and Reserved) 42
Item 5: Other Information 43
Item 6: Exhibits 43
SIGNATURE 43
GERON CORP CIK:886744
Notes to Condensed Consolidated Financial Statements4
Item 2:18
Item 3:25
Item 4:26
PART II. OTHER INFORMATION
Item 1:26
Item 1A:26
Item 2:42
Item 3:42
Item 4:42
Item 5:43
Item 6:43
SIGNATURE43
Data column 1: "numyear" is ambiguous (2010 or 2009 or 2010 or 2009 or 2010 or 2009)
Data column 1: "month" is ambiguous (6 or 12 or 6 or 6)
Data column 1: "dayofmonth" is ambiguous (30 or 31 or 30 or 30)
Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header
Row "PART II. OTHER INFORMATION": Multi-column field in a numeric row

Table 1

Financial table in standard format

PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GERON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30, DECEMBER 31,
2010 2009
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents
$ 37,315 $ 34,601
Restricted cash
792 791
Current portion of marketable securities 83,789 77,009
Interest and other receivables 1,390 1,318
Current portion of prepaid assets 7,662 4,060
Total current assets 130,948 117,779
Noncurrent portion of marketable securities 34,100 54,669
Noncurrent portion of prepaid assets 1,867 2,372
Investments in licensees 437 1,328
Property and equipment, net 3,499 3,938
Deposits and other assets 284 296
$ 171,135 $ 180,382
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 1,715 $ 2,176
Accrued compensation 2,246 1,757
Accrued liabilities 1,485 1,925
Current portion of deferred revenue 700 700
Fair value of derivatives 667 897
Total current liabilities 6,813 7,455
Noncurrent portion of deferred revenue 350
Commitments and contingencies
Stockholders equity:
Common stock 99 92
Additional paid-in capital 775,432 750,158
Accumulated deficit (610,938 ) (577,267 )
Accumulated other comprehensive loss (271 ) (406 )
Total stockholders equity 164,322 172,577
$ 171,135 $ 180,382
GERON CORP CIK:886744
2010-06-30 2009-12-31
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents$37,315$34,601
Restricted cash792791
Current portion of marketable securities83,78977,009
Interest and other receivables1,3901,318
Current portion of prepaid assets7,6624,060
Total current assets130,948117,779
Noncurrent portion of marketable securities34,10054,669
Noncurrent portion of prepaid assets1,8672,372
Investments in licensees4371,328
Property and equipment, net3,4993,938
Deposits and other assets284296
$171,135$180,382
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable$1,715$2,176
Accrued compensation2,2461,757
Accrued liabilities1,4851,925
Current portion of deferred revenue700700
Fair value of derivatives667897
Total current liabilities6,8137,455
Noncurrent portion of deferred revenue350
Commitments and contingencies
Stockholders equity:
Common stock9992
Additional paid-in capital775,432750,158
Accumulated deficit(610,938)(577,267)
Accumulated other comprehensive loss(271)(406)
Total stockholders equity164,322172,577
$171,135$180,382

Table 2

Financial table in standard format

GERON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2010 2009 2010 2009
Revenues from collaborative agreements $ 225 $ $ 450 $
License fees and royalties 776 183 1,469 627
Total revenues 1,001 183 1,919 627
Operating expenses:
Research and development (including amounts for
related parties: three months - 2010-$317; 2009-
$502; six months 2010-$644; 2009-$931) 13,389 15,112 26,934 28,883
General and administrative 4,488 3,828 8,338 7,206
Total operating expenses 17,877 18,940 35,272 36,089
Loss from operations (16,876 ) (18,757 ) (33,353 ) (35,462 )
Unrealized gain (loss) on derivatives, net 172 (1,330 ) 230 (1,253 )
Interest and other income 194 363 396 888
Losses recognized under equity method investment (496 ) (892 ) (656 )
Interest and other expense (25 ) (34 ) (52 ) (86 )
Net loss (17,031 ) (19,758 ) (33,671 ) (36,569 )
Deemed dividend on derivatives (190 ) (190 )
Net loss applicable to common stockholders $ (17,031 ) $ (19,948 ) $ (33,671 ) $ (36,759 )
Basic and diluted net loss per share applicable to
common stockholders $ (0.18 ) $ (0.23 ) $ (0.35 ) $ (0.43 )
Shares used in computing basic and diluted net loss
per share applicable to common stockholders 96,712,059 88,547,553 95,862,080 86,354,221
GERON CORP CIK:886744
2010-03-30
to
2010-06-30
(3-months)
2009-03-30
to
2009-06-30
(3-months)
2009-12-30
to
2010-06-30
(6-months)
2008-12-30
to
2009-06-30
(6-months)
Revenues from collaborative agreements$225$450
License fees and royalties7761831,469627
Total revenues1,0011831,919627
Operating expenses:
Research and development (including amounts for
related parties: three months - 2010-$317; 2009-
$502; six months 2010-$644; 2009-$931)13,38915,11226,93428,883
General and administrative4,4883,8288,3387,206
Total operating expenses17,87718,94035,27236,089
Loss from operations(16,876)(18,757)(33,353)(35,462)
Unrealized gain (loss) on derivatives, net172(1,330)230(1,253)
Interest and other income194363396888
Losses recognized under equity method investment(496)(892)(656)
Interest and other expense(25)(34)(52)(86)
Net loss(17,031)(19,758)(33,671)(36,569)
Deemed dividend on derivatives(190)(190)
Net loss applicable to common stockholders$(17,031)$(19,948)$(33,671)$(36,759)
Basic and diluted net loss per share applicable to
common stockholders$(0.18)$(0.23)$(0.35)$(0.43)
Shares used in computing basic and diluted net loss
per share applicable to common stockholders96,712,05988,547,55395,862,08086,354,221

Table 3

Financial table in standard format

GERON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
(UNAUDITED)
Fair Value of Derivatives
For warrants and non-employee options classified as assets or liabilities, the fair value of these instruments is recorded on the condensed consolidated balance sheet at inception of such classification and adjusted to fair value at each financial reporting date. The change in fair value of the warrants and non-employee options is recorded in the condensed consolidated statements of operations as unrealized gain (loss) on derivatives. Fair value of warrants and non-employee options is estimated using the Black Scholes option-pricing model. The warrants and non-employee options continue to be reported as an asset or liability until such time as the instruments are exercised or expire or are otherwise modified to remove the provisions which require this treatment, at which time these instruments are marked to fair value and reclassified from assets or liabilities to stockholders equity. For warrants and non-employee options classified as permanent equity, the fair value of the warrants and non-employee options is recorded in stockholders equity and no further adjustments are made. See Note 2 on Fair Value Measurements.
Revenue Recognition
We have several license agreements with various oncology, diagnostics, research tools, agriculture and biologics production companies. With certain of these agreements, we receive nonrefundable license payments in cash or equity securities, option payments in cash or equity securities, royalties on future sales of products, milestone payments, or any combination of these items. Upfront nonrefundable signing, license or non-exclusive option fees are recognized as revenue when rights to use the intellectual property related to the license have been delivered and over the term of the agreement if we have continuing performance obligations. Milestone payments, which are subject to substantive contingencies, are recognized upon completion of specified milestones, representing the culmination of the earnings process, according to contract terms. Royalties are generally recognized upon receipt of the related royalty payment. Deferred revenue represents the portion of research and license payments received which has not been earned. When payments are received in equity securities, we do not recognize any revenue unless such securities are determined to be realizable in cash.
We recognize revenue under collaborative agreements as the related research and development costs for services are rendered. We recognize related party revenue under collaborative agreements as the related research and development costs for services are rendered and when the source of funds have not been derived from our contributions to the related party.
Restricted Cash
The components of restricted cash were as follows:
June 30, December 31,
2010 2009
(In thousands)
Certificate of deposit for unused equipment line of credit $ 530 $ 530
Certificate of deposit for credit card purchases 262 261
$ 792 $ 791
GERON CORP CIK:886744
2009-12-31
(In thousands)
Certificate of deposit for unused equipment line of credit $530$530
Certificate of deposit for credit card purchases 262261
$792$791
Row "(In thousands)": Multi-column field in a numeric row

Table 4

Financial table in standard format

GERON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
(UNAUDITED)
Dividend yield is based on historical cash dividend payments, which have been none to date. The expected volatility range is based on historical volatilities of our stock since traded options on Geron stock do not correspond to option terms and the trading volume of options is limited. The risk-free interest rate range is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected term of options is derived from actual historical exercise data and represents the period of time that options granted are expected to be outstanding. The expected term of employees purchase rights is equal to the purchase period. We grant options under our equity plans to employees, non-employee directors and consultants, for whom the vesting period is generally four years.
As stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and six months ended June 30, 2010 and 2009 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period. Forfeitures have been estimated at the time of grant based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Restricted Stock Awards
The stock-based compensation expense related to restricted stock awards is determined using the fair value of our common stock on the date of grant and reduced for estimated forfeitures as applicable. The fair value is amortized as compensation expense over the service period of the award on a straight-line basis.
Non-Employee Stock-Based Awards
For our non-employee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterpartys performance is complete. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee awards in our condensed consolidated statements of operations.
Comprehensive Loss
Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes certain changes in stockholders equity which are excluded from net loss. The activity in comprehensive loss during the three and six months ended June 30, 2010 and 2009 was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2010 2009 2010 2009
(In thousands)
Net loss $ (17,031 ) $ (19,758 ) $ (33,671 ) $ (36,569 )
Change in net unrealized loss on available-for-sale
securities and marketable investments in licensees 5 (73 ) 138 (70 )
Change in foreign currency translation adjustments 1 (3 ) 1
Comprehensive loss $ (17,026 ) $ (19,830 ) $ (33,536 ) $ (36,638 )
GERON CORP CIK:886744
2010-03-30
to
2010-06-30
(3-months)
2009-03-30
to
2009-06-30
(3-months)
2009-12-30
to
2010-06-30
(6-months)
2008-12-30
to
2009-06-30
(6-months)
(In thousands)
Net loss$(17,031)$(19,758)$(33,671)$(36,569)
Change in net unrealized loss on available-for-sale
securities and marketable investments in licensees5(73)138(70)
Change in foreign currency translation adjustments1(3)1
Comprehensive loss$(17,026)$(19,830)$(33,536)$(36,638)
Row "(In thousands)": Multi-column field in a numeric row

Table 5

Table column format standardization was unsuccessful.

Fair Value Measurements at Reporting Date Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(In thousands)
Level 1
Level 2
Level 3
Total
Liabilities
Derivatives (5)
$
$
$
667
$
667
____________________
(1) Included in cash and cash equivalents on our condensed consolidated balance sheets.
(2) Included in current and noncurrent marketable securities on our condensed consolidated balance sheets.
(3) Included in cash and cash equivalents and current and noncurrent marketable securities on our condensed consolidated balance sheets.
(4) Included in investments in licensees on our condensed consolidated balance sheets.
(5) Included in fair value of derivatives on our condensed consolidated balance sheets.
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Table internal representation dump (debug use)

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    [0..0)   [0..0] ( num): '(1)'
    [2..2)   [1..1] (stub): 'Included in cash and cash equivalents on our condensed consolidated balance sheets.'

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Row 2
    [0..0)   [0..0] ( num): '(2)'
    [2..2)   [1..1] (stub): 'Included in current and noncurrent marketable securities on our condensed consolidated balance sheets.'

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Row 4
    [0..0)   [0..0] ( num): '(3)'
    [2..2)   [1..1] (stub): 'Included in cash and cash equivalents and current and noncurrent marketable securities on our condensed consolidated balance sheets.'

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    [0..0)   [0..0] ( num): '(4)'
    [2..2)   [1..1] (stub): 'Included in investments in licensees on our condensed consolidated balance sheets.'

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    [0..0)   [0..0] ( num): '(5)'
    [2..2)   [1..1] (stub): 'Included in fair value of derivatives on our condensed consolidated balance sheets.'

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Table attributes: balancesheet,assets,liabilities,cash

Table 6

Financial table in standard format

(1)
Included in cash and cash equivalents on our condensed consolidated balance sheets.
(2)
Included in current and noncurrent marketable securities on our condensed consolidated balance sheets.
(3)
Included in cash and cash equivalents and current and noncurrent marketable securities on our condensed consolidated balance sheets.
(4)
Included in investments in licensees on our condensed consolidated balance sheets.
(5)
Included in fair value of derivatives on our condensed consolidated balance sheets.
Changes in Level 3 Recurring Fair Value Measurements
The table below includes a rollforward of the balance sheet amounts for the three and six months ended June 30, 2010 (including the change in fair value), for financial instruments in the Level 3 category. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable components, observable components (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the methodology.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three Months Ended June 30, 2010
Change in
Unrealized Gains
Total Related to
Unrealized Purchases, Financial
Gains Included Sales, Transfers Instruments
Fair Value at In Issuances, In and/or Fair Value at Held at
March 31, Earnings, net Settlements, Out of June 30, June 30, 2010
(In thousands) 2010 (1) net Level 3 2010 (1)
Derivative liabilities $ 839 $ (172 ) $ $ $ 667 $ (172 )
GERON CORP CIK:886744
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
Change in
Unrealized Gains
Total
Unrealized
Gains Included
Fair Value at
March 31,
(In thousands)2010(1)2010(1)
Derivative liabilities$839$(172)$667$(172)

Original filing from SEC EDGAR system.