Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GERON CORP | ' |
Entity Central Index Key | '0000886744 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 128,967,411 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $9,591 | $22,063 |
Restricted cash | 795 | 794 |
Marketable securities | 56,617 | 73,472 |
Interest and other receivables | 555 | 752 |
Prepaid assets | 844 | 1,336 |
Total current assets | 68,402 | 98,417 |
Property and equipment, net | 116 | 974 |
Deposits and other assets | 195 | 410 |
Total assets | 68,713 | 99,801 |
Current liabilities: | ' | ' |
Accounts payable | 1,547 | 3,429 |
Accrued compensation and benefits | 2,886 | 5,216 |
Accrued restructuring charges | 161 | 1,972 |
Accrued liabilities | 1,985 | 3,480 |
Fair value of derivatives | 258 | 51 |
Total current liabilities | 6,837 | 14,148 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 129 | 130 |
Additional paid-in capital | 945,241 | 939,867 |
Accumulated deficit | -883,482 | -854,384 |
Accumulated other comprehensive (loss) income | -12 | 40 |
Total stockholders' equity | 61,876 | 85,653 |
Total liabilities and stockholders' equity | $68,713 | $99,801 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
License fees and royalties | $181 | $636 | $1,058 | $2,020 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 5,338 | 11,684 | 18,066 | 39,568 |
Restructuring charges | 116 | ' | 1,032 | ' |
General and administrative | 3,460 | 4,829 | 11,643 | 15,726 |
Total operating expenses | 8,914 | 16,513 | 30,741 | 55,294 |
Loss from operations | -8,733 | -15,877 | -29,683 | -53,274 |
Unrealized loss on derivatives | -208 | -44 | -207 | -10 |
Interest and other income | 699 | 140 | 836 | 481 |
Interest and other expense | -12 | -172 | -44 | -215 |
Net loss | ($8,254) | ($15,953) | ($29,098) | ($53,018) |
Basic and diluted net loss per share (in dollars per share) | ($0.06) | ($0.13) | ($0.23) | ($0.42) |
Shares used in computing basic and diluted net loss per share (in shares) | 128,293,074 | 127,236,993 | 128,146,333 | 126,833,916 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ' | ' | ' | ' |
Net loss | ($8,254) | ($15,953) | ($29,098) | ($53,018) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Net unrealized gain (loss) on available-for-sale securities | 1 | 10 | -52 | 4 |
Foreign currency translation adjustments | ' | ' | ' | 16 |
Reclassification of foreign currency translation adjustments | ' | 153 | ' | 153 |
Other comprehensive income (loss) | 1 | 163 | -52 | 173 |
Comprehensive loss | ($8,253) | ($15,790) | ($29,150) | ($52,845) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($29,098) | ($53,018) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 357 | 658 |
Accretion and amortization on investments, net | 948 | 1,806 |
Gain on sales of property and equipment, net | -759 | -32 |
Loss on write-downs of property and equipment | 200 | ' |
Stock-based compensation for services by non-employees | 136 | 152 |
Stock-based compensation for employees and directors | 3,456 | 4,016 |
Amortization related to 401(k) contributions | 449 | 336 |
Unrealized loss on derivatives | 207 | 10 |
Changes in assets and liabilities: | ' | ' |
Other current and noncurrent assets | 904 | 1,941 |
Other current liabilities | -6,679 | -768 |
Translation adjustment | ' | 169 |
Net cash used in operating activities | -29,879 | -44,730 |
Cash flows from investing activities: | ' | ' |
Restricted cash transfer | -1 | -1 |
Purchases of property and equipment | -56 | -854 |
Proceeds from sales of property and equipment | 1,116 | 38 |
Purchases of marketable securities | -57,446 | -54,905 |
Proceeds from maturities of marketable securities | 73,301 | 100,275 |
Net cash provided by investing activities | 16,914 | 44,553 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | 493 | 80 |
Net cash provided by financing activities | 493 | 80 |
Net decrease in cash and cash equivalents | -12,472 | -97 |
Cash and cash equivalents at the beginning of the period | 22,063 | 16,105 |
Cash and cash equivalents at the end of the period | $9,591 | $16,008 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Basis of Presentation | ||||||||||||||
The terms “Geron”, the “Company”, “we” and “us” as used in this report refer to Geron Corporation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of Geron, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the three years ended December 31, 2012, included in the Company’s Annual Report on Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2012 has been derived from audited financial statements at that date. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The 2012 condensed consolidated financial statements include the accounts of Geron and our former wholly-owned subsidiary, Geron Bio-Med Ltd. (Geron Bio-Med), a United Kingdom company. In March 2012, the board of directors and shareholders of Geron Bio-Med approved actions to commence a voluntary winding up of the company. The full wind up of Geron Bio-Med was completed in August 2012. Prior to 2013, we eliminated intercompany accounts and transactions and prepared the financial statements of Geron Bio-Med using the local currency as the functional currency. We translated the assets and liabilities of Geron Bio-Med at rates of exchange at the balance sheet date and translated income and expense items at average monthly rates of exchange. The resultant translation adjustments were included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. | ||||||||||||||
Net Loss Per Share | ||||||||||||||
Basic earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock and potential dilutive securities outstanding during the period. Potential dilutive securities primarily consist of outstanding stock options, restricted stock and warrants to purchase common stock and are determined using the treasury stock method at an average market price during the period. | ||||||||||||||
Because we are in a net loss position, diluted loss per share excludes the effects of potential dilutive securities. Had we been in a net income position, diluted earnings per share would have included the shares used in the computation of basic net loss per share as well as an additional 7,183 and 16,061 shares for the 2013 and 2012 periods, respectively, related to outstanding stock options, restricted stock and warrants (as determined using the treasury stock method at the estimated average market value). | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On a regular basis, management evaluates these estimates and assumptions. Actual results could differ from those estimates. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Cash Equivalents and Marketable Securities | ||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. We place our cash and cash equivalents in money market funds and cash operating accounts. Our marketable securities include U.S. government-sponsored enterprise securities, commercial paper and corporate notes with original maturities ranging from five to 16 months. | ||||||||||||||
We classify our marketable securities as available-for-sale. We record available-for-sale securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are included in interest and other income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest and other income in our condensed consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost basis of our available-for-sale securities are judged to be other-than-temporary. We consider various factors in determining whether to recognize an other-than-temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security. Declines in market value associated with credit losses judged as other-than-temporary result in a charge to interest and other income. Other-than-temporary charges not related to credit losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. No other-than-temporary impairment charges were recorded for our available-for-sale securities for the three and nine months ended September 30, 2013 and 2012. See Note 2 on Fair Value Measurements. | ||||||||||||||
Fair Value of Derivatives | ||||||||||||||
For non-employee options classified as assets or liabilities, the fair value of these instruments is recorded on the condensed consolidated balance sheet at inception and adjusted to fair value at each financial reporting date. The change in fair value of the non-employee options is recorded in the condensed consolidated statements of operations as unrealized gain (loss) on derivatives. Fair value of non-employee options is estimated using the Black Scholes option-pricing model. The 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 non-employee options classified as permanent equity, the fair value of the non-employee options is recorded in stockholders’ equity as of their respective vesting dates and no further adjustments are made. See Note 2 on Fair Value Measurements. | ||||||||||||||
Revenue Recognition | ||||||||||||||
We have entered into 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, cost reimbursements, milestone payments, royalties on future sales of products, or any combination of these items. Upfront non-refundable 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 services are rendered. | ||||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists of funds maintained in separate certificate of deposit accounts for specified purposes. The components of restricted cash were as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | ||||||||||||
Certificate of deposit for unused equipment line of credit | $ | 530 | $ | 530 | ||||||||||
Certificate of deposit for credit card purchases | 265 | 264 | ||||||||||||
$ | 795 | $ | 794 | |||||||||||
Research and Development Expenses | ||||||||||||||
Research and development expenses consist of expenses incurred in identifying, developing and testing product candidates resulting from our independent efforts as well as efforts associated with collaborations. These expenses include, but are not limited to, acquired in-process research and development deemed to have no alternative future use, payroll and personnel expense, lab supplies, preclinical studies, clinical trials, including support for investigator-sponsored clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Research and development costs are expensed as incurred, including payments made under our license agreements. | ||||||||||||||
Clinical Trial Costs | ||||||||||||||
A significant component of our research and development expenses is clinical trial costs. Substantial portions of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations, or CROs, and other vendors. We accrue expenses for preclinical studies performed by our vendors based on certain estimates over the term of the service period and adjust our estimates as required. We accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each study. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites and the duration for which the patients have been enrolled in the study. Pass through costs from CROs include, but are not limited to, regulatory expenses, investigator fees, lab fees, travel costs and other miscellaneous costs, including shipping and printing fees. We accrue pass through costs based on estimates of the amount of work completed for the clinical trial. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. However, additional information may become available to us which would allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. | ||||||||||||||
Depreciation and Amortization | ||||||||||||||
We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful lives of the assets, generally four years. Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes the stock-based compensation expense related to stock options, restricted stock awards and employee stock purchases for the three and nine months ended September 30, 2013 and 2012 which was allocated as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Research and development | $ | 483 | $ | 594 | $ | 1,394 | $ | 1,861 | ||||||
Restructuring charges | — | — | 28 | — | ||||||||||
General and administrative | 739 | 669 | 2,034 | 2,155 | ||||||||||
Stock-based compensation expense included in operating expenses | $ | 1,222 | $ | 1,263 | $ | 3,456 | $ | 4,016 | ||||||
Modifications to the post-termination exercise period of outstanding options held by certain members of our executive management team resulted in additional stock-based compensation expense of $205,000 for the three and nine months ended September 30, 2013. In addition, stock-based compensation expense has been recognized for the modification of the post-termination exercise period for certain stock options previously granted to employees affected by the April 2013 restructuring. Stock-based compensation resulting from these modifications has been reflected in the table above. See Note 3 on Restructurings for a further discussion of the April 2013 restructuring. | ||||||||||||||
As stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 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 data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||
Stock Options | ||||||||||||||
We grant options with service-based vesting under our equity plans to employees, non-employee directors and consultants. The vesting period for employee options is generally four years. The fair value of options granted during the nine months ended September 30, 2013 and 2012 has been estimated at the date of grant using the Black Scholes option-pricing model with the following assumptions: | ||||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.742 to 0.759 | 0.631 to 0.726 | ||||||||||||
Risk-free interest rate range | 0.80% to 1.81% | 0.81% to 1.25% | ||||||||||||
Expected term | 6 yrs | 6 yrs | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
The fair value of employees’ purchase rights during the nine months ended September 30, 2013 and 2012 has been estimated using the Black Scholes option-pricing model with the following assumptions: | ||||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.506 to 1.391 | 0.458 to 0.774 | ||||||||||||
Risk-free interest rate range | 0.09% to 0.21% | 0.06% to 0.21% | ||||||||||||
Expected term range | 6 - 12 mos | 6 - 12 mos | ||||||||||||
Dividend yield is based on historical cash dividend payments. 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 and post-vesting cancellation 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. | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
We grant restricted stock awards to employees and non-employee directors with three types of vesting schedules: (i) service-based, (ii) performance-based or (iii) market-based. Service-based restricted stock awards generally vest annually over four years. Performance-based restricted stock awards vest upon achievement of discrete strategic corporate goals within a specified performance period, generally three years. Market-based restricted stock awards vest upon achievement of certain market price thresholds of our common stock within a specified performance period, generally three years. | ||||||||||||||
The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. The fair value is amortized as stock-based compensation expense over the requisite service period of the award, which is generally the vesting period, on a straight-line basis and is reduced for estimated forfeitures, as applicable. | ||||||||||||||
The fair value for performance-based restricted stock awards is determined using the fair value of our common stock on the date of grant. Stock-based compensation expense for awards with vesting based on performance conditions is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If that assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. If the requisite service period has been met prior to the change in estimate, the effect of the change in estimate would be immediately recognized. We have not recognized any stock-based compensation expense for performance-based restricted stock awards in our condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 as the achievement of the specified performance criteria was not considered probable during that time. | ||||||||||||||
The fair value for market-based restricted stock awards is determined using a lattice valuation model with a Monte Carlo simulation. The model takes into consideration the historical volatility of our stock and the risk-free interest rate at the date of grant. In addition, the model is used to estimate the derived service period for the awards. The derived service period is the estimated period of time that would be required to satisfy the market condition, assuming the market condition will be satisfied. Stock-based compensation expense is recognized over the derived service period for the awards using the straight-line method and is reduced for estimated forfeitures, as applicable, but is accelerated if the market condition is achieved earlier than estimated. All market-based restricted stock awards have been cancelled as of September 30, 2013 as the market conditions were not achieved within the specified performance period. | ||||||||||||||
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 counterparty’s 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. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||
We categorize financial instruments recorded at fair value on our condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: | |||||||||||||||||||||||
Level 1 — | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||||||||||
Level 2 — | Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. | ||||||||||||||||||||||
Level 3 — | Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | ||||||||||||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our condensed consolidated balance sheets, including the category for such financial instruments. | |||||||||||||||||||||||
Cash Equivalents and Marketable Securities Available-for-Sale | |||||||||||||||||||||||
Certificates of deposit and money market funds are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. U.S. Treasury securities, U.S. government-sponsored enterprise securities, municipal securities, corporate notes and commercial paper are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. | |||||||||||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at September 30, 2013 were as follows: | |||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||||
Money market funds | $ | 5,997 | $ | — | $ | — | $ | 5,997 | |||||||||||||||
Restricted cash: | |||||||||||||||||||||||
Certificates of deposit | $ | 795 | $ | — | $ | — | $ | 795 | |||||||||||||||
Marketable securities (due in less than 1 year): | |||||||||||||||||||||||
Government-sponsored enterprise securities | $ | 7,319 | $ | 1 | $ | — | $ | 7,320 | |||||||||||||||
Commercial paper | 15,741 | 9 | — | 15,750 | |||||||||||||||||||
Corporate notes | 33,569 | — | (22 | ) | 33,547 | ||||||||||||||||||
$ | 56,629 | $ | 10 | $ | (22 | ) | $ | 56,617 | |||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2012 were as follows: | |||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||||
Money market funds | $ | 15,660 | $ | — | $ | — | $ | 15,660 | |||||||||||||||
Corporate notes | 3,136 | — | (1 | ) | 3,135 | ||||||||||||||||||
$ | 18,796 | $ | — | $ | (1 | ) | $ | 18,795 | |||||||||||||||
Restricted cash: | |||||||||||||||||||||||
Certificates of deposit | $ | 794 | $ | — | $ | — | $ | 794 | |||||||||||||||
Marketable securities (due in less than 1 year): | |||||||||||||||||||||||
Government-sponsored enterprise securities | $ | 8,618 | $ | 5 | $ | — | $ | 8,623 | |||||||||||||||
Commercial paper | 20,623 | 21 | — | 20,644 | |||||||||||||||||||
Corporate notes | 44,190 | 22 | (7 | ) | 44,205 | ||||||||||||||||||
$ | 73,431 | $ | 48 | $ | (7 | ) | $ | 73,472 | |||||||||||||||
Marketable securities with unrealized losses at September 30, 2013 and December 31, 2012 were as follows: | |||||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||
Gross | Gross | Gross | |||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | Estimated | Unrealized | ||||||||||||||||||
Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
As of September 30, 2013: | |||||||||||||||||||||||
Corporate notes (due in less than 1 year) | $ | 31,654 | $ | (22 | ) | $ | — | $ | — | $ | 31,654 | $ | (22 | ) | |||||||||
As of December 31, 2012: | |||||||||||||||||||||||
Corporate notes (due in less than 1 year) | $ | 27,045 | $ | (8 | ) | $ | — | $ | — | $ | 27,045 | $ | (8 | ) | |||||||||
The gross unrealized losses related to corporate notes as of September 30, 2013 and December 31, 2012 were due to changes in interest rates. We determined that the gross unrealized losses on our marketable securities as of September 30, 2013 and December 31, 2012 were temporary in nature. We review our investments quarterly to identify and evaluate whether any investments have indications of possible impairment. Factors considered in determining whether a loss is temporary include the length of time and extent to which the fair value has been less than the cost basis and whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security. We currently do not intend to sell these securities before recovery of their amortized cost basis. | |||||||||||||||||||||||
Derivatives | |||||||||||||||||||||||
Non-employee options are normally traded less actively, have trade activity that is one way, and/or traded in less-developed markets and are therefore valued based upon models with significant unobservable market parameters, resulting in Level 3 categorization. | |||||||||||||||||||||||
Options held by non-employees whose performance obligations are complete are classified as derivative liabilities on our condensed consolidated balance sheets. Upon the exercise of these options, the instruments are marked to fair value and reclassified from derivative liabilities to stockholders’ equity. There were no reclassifications from current liabilities to stockholders’ equity for non-employee option exercises during 2013. | |||||||||||||||||||||||
As of September 30, 2013 and December 31, 2012, the following non-employee options to purchase common stock were considered derivatives and classified as current liabilities: | |||||||||||||||||||||||
At September 30, 2013 | At December 31, 2012 | ||||||||||||||||||||||
Number | Fair | Number | Fair | ||||||||||||||||||||
Issuance | Exercise | Exercisable | Expiration | of | Value | of | Value | ||||||||||||||||
Date | Price | Date | Date | Shares | (In thousands) | Shares | (In thousands) | ||||||||||||||||
March 2005 | $ | 6.39 | January 2007 | March 2015 | 284,600 | $ | 258 | 284,600 | $ | 51 | |||||||||||||
The fair value of derivatives has been calculated at each reporting date using the Black Scholes option-pricing model with the following assumptions: | |||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||
Dividend yield | None | None | |||||||||||||||||||||
Expected volatility | 0.955 | 0.828 | |||||||||||||||||||||
Risk-free interest rate | 0.33% | 0.25% | |||||||||||||||||||||
Expected term | 2 yrs | 2 yrs | |||||||||||||||||||||
Dividend yield is based on historical cash dividend payments. The expected volatility is based on historical volatilities of our stock since traded options on Geron stock do not correspond to derivatives’ terms and trading volume of Geron options is limited. The risk-free interest rate is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term of the derivatives in effect on the reporting date. The expected term of derivatives is equal to the remaining contractual term of the instruments. | |||||||||||||||||||||||
Fair Value on a Recurring Basis | |||||||||||||||||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2013 and indicates the fair value category assigned. | |||||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||||||||
Active Markets | Other | Significant | |||||||||||||||||||||
for Identical | Observable | Unobservable | |||||||||||||||||||||
Assets / Liabilities | Inputs | Inputs | |||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Assets | |||||||||||||||||||||||
Money market funds (1) | $ | 5,997 | $ | — | $ | — | $ | 5,997 | |||||||||||||||
Government-sponsored enterprise securities (2) | — | 7,320 | — | 7,320 | |||||||||||||||||||
Commercial paper (2) | — | 15,750 | — | 15,750 | |||||||||||||||||||
Corporate notes (2) | — | 33,547 | — | 33,547 | |||||||||||||||||||
Total | $ | 5,997 | $ | 56,617 | $ | — | $ | 62,614 | |||||||||||||||
Liabilities | |||||||||||||||||||||||
Derivatives (3) | $ | — | $ | — | $ | 258 | $ | 258 | |||||||||||||||
(1) Included in cash and cash equivalents on our condensed consolidated balance sheets. | |||||||||||||||||||||||
(2) Included in current marketable securities on our condensed consolidated balance sheets. | |||||||||||||||||||||||
(3) 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 nine months ended September 30, 2013, 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 September 30, 2013 | |||||||||||||||||||||||
Change in | |||||||||||||||||||||||
Unrealized Loss | |||||||||||||||||||||||
Total | Related to | ||||||||||||||||||||||
Unrealized | Transfers | Financial | |||||||||||||||||||||
Fair Value at | Loss | Purchases | In and/or | Fair Value at | Instruments | ||||||||||||||||||
June 30, | Included in | and | Sales and | Out of | September 30, | Held at | |||||||||||||||||
(In thousands) | 2013 | Earnings (1) | Issuances | Settlements | Level 3 | 2013 | September 30, 2013 (1) | ||||||||||||||||
Derivative liabilities | $ | 50 | $ | 208 | $ | — | $ | — | $ | — | $ | 258 | $ | 208 | |||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Change in | |||||||||||||||||||||||
Unrealized Loss | |||||||||||||||||||||||
Total | Related to | ||||||||||||||||||||||
Unrealized | Transfers | Financial | |||||||||||||||||||||
Fair Value at | Loss | Purchases | In and/or | Fair Value at | Instruments | ||||||||||||||||||
December 31, | Included in | and | Sales and | Out of | September 30, | Held at | |||||||||||||||||
(In thousands) | 2012 | Earnings (1) | Issuances | Settlements | Level 3 | 2013 | September 30, 2013 (1) | ||||||||||||||||
Derivative liabilities | $ | 51 | $ | 207 | $ | — | $ | — | $ | — | $ | 258 | $ | 207 | |||||||||
(1) Reported as unrealized loss on derivatives in our condensed consolidated statements of operations. |
RESTRUCTURINGS
RESTRUCTURINGS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
RESTRUCTURINGS | ' | |||||||||||||
RESTRUCTURINGS | ' | |||||||||||||
3. RESTRUCTURINGS | ||||||||||||||
On April 25, 2013, we announced the decision to discontinue our discovery research programs and companion diagnostics program based on telomere length and close our research laboratory facility located at 200 Constitution Drive, Menlo Park, California. With this decision, a total of 20 positions were eliminated. In connection with this restructuring, we expect to record aggregate restructuring charges of approximately $1,500,000, of which $940,000 was recorded during the nine months ended September 30, 2013. As of September 30, 2013, the restructuring charges recognized under the April 2013 restructuring included $624,000 related to one-time termination benefits, including $28,000 of non-cash stock-based compensation expense relating to the extension of the post-termination exercise period through the end of December 2013 for certain stock options previously granted to terminated employees, $200,000 related to non-cash charges for write-downs of excess equipment and leasehold improvements and $116,000 related to costs associated with the closure of our research laboratory facility. The remaining projected restructuring charges relate to costs associated with the closure of our research laboratory facility and are expected to be recorded in the fourth quarter of 2013. We expect the restructuring will result in aggregate cash expenditures of approximately $1,250,000, of which $571,000 has been paid as of September 30, 2013 and related to one-time termination benefits and facility-related charges. The remaining cash expenditures are expected to be paid in the fourth quarter of 2013 and relate to facility-related charges. As of September 30, 2013, we have received proceeds of $1,000,000 from the sale of excess laboratory equipment in connection with the closure of our research laboratory facility. We may incur other charges associated with the April 2013 restructuring. Such charges, if any, will be recorded as they are determined. | ||||||||||||||
On December 3, 2012, we announced the decision to discontinue development of GRN1005. With this decision, a total of 43 positions were eliminated. As of September 30, 2013, we have recognized aggregate restructuring charges of $2,794,000 for the December 2012 restructuring, of which $2,702,000 was recorded in the fourth quarter of 2012 and $92,000 was recorded in the first half of 2013. All actions associated with the December 2012 restructuring were completed in the first half of 2013, and we do not anticipate incurring any further charges in connection with the December 2012 restructuring. | ||||||||||||||
On November 14, 2011, we announced the decision to focus on the development of our oncology programs and consequently, we discontinued further development of our stem cell programs. With this decision, a total of 66 positions were eliminated. All actions associated with the November 2011 restructuring were completed in 2012, and we do not anticipate incurring any further charges in connection with the November 2011 restructuring. All payments due under the November 2011 restructuring were made as of June 30, 2013. | ||||||||||||||
The components relating to the April 2013, December 2012 and November 2011 restructurings, including the outstanding restructuring liability which is included in accrued restructuring charges on our condensed consolidated balance sheet as of September 30, 2013, are summarized in the following table: | ||||||||||||||
(In thousands) | Employee | Asset | Facility Related | Total | ||||||||||
Severance and | Write Downs | Charges | ||||||||||||
Other Benefits | ||||||||||||||
Beginning accrual balance as of December 31, 2012 | $ | 1,972 | $ | — | $ | — | $ | 1,972 | ||||||
Restructuring charges | 716 | 200 | 116 | 1,032 | ||||||||||
Cash payments | (2,373 | ) | — | (96 | ) | (2,469 | ) | |||||||
Adjustments or non-cash credits, including stock-based compensation expense | (174 | ) | (200 | ) | — | (374 | ) | |||||||
Ending accrual balance as of September 30, 2013 | $ | 141 | $ | — | $ | 20 | $ | 161 |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2013 | |
SEGMENT INFORMATION | ' |
SEGMENT INFORMATION | ' |
4. SEGMENT INFORMATION | |
Our executive management team represents our chief decision maker. We view our operations as one segment, the discovery and development of therapeutic products for oncology. As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment. |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | ' | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | ' | |||||||
5. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | ||||||||
Supplemental schedule of non-cash operating and investing activities: | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Supplemental Operating Activities: | ||||||||
Issuance of common stock for 401(k) matching contributions | $ | 839 | $ | 1,361 | ||||
Issuance of common stock for services rendered to date or to be received in future periods | — | 69 | ||||||
Reclassification of deposits to other current assets, net | 219 | 135 | ||||||
Supplemental Investing Activities: | ||||||||
Net unrealized (loss) gain on available-for-sale securities | (52 | ) | 4 | |||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | ' |
6. SUBSEQUENT EVENT | |
On October 1, 2013, we closed the transaction to divest our human embryonic stem cell assets and our autologous cellular immunotherapy program pursuant to the terms of the previously disclosed Asset Contribution Agreement, or the Agreement, we entered into in January 2013 with BioTime, Inc., or BioTime, and BioTime’s wholly owned subsidiary, Asterias Biotherapeutics, Inc., or Asterias (formerly known as BioTime Acquisition Corporation). | |
Under the terms of the Agreement, on October 1, 2013, we contributed to Asterias our human embryonic stem cell assets, including intellectual property, human embryonic stem cell lines and other assets related to our discontinued human embryonic stem cell programs, including our Phase I clinical trial of oligodendrocyte progenitor cells, or GRNOPC1, in patients with acute spinal cord injury, as well as our autologous cellular immunotherapy program, including data from the Phase I/II clinical trial of the autologous cellular immunotherapy in patients with acute myelogenous leukemia. On October 1, 2013, Asterias assumed all post-closing liabilities with respect to all of the assets contributed by us, including any liabilities related to the GRNOPC1 and autologous cellular immunotherapy clinical trials. Additionally, Asterias was substituted for us as a party in an appeal by us of two rulings in favor of ViaCyte, Inc. by the United States Patent and Trademark Office’s Board of Patent Appeals and Interferences, filed by us in the United States District Court for the Northern District of California in September 2012, or the ViaCyte Appeal, and Asterias assumed all liabilities arising after October 1, 2013 with respect to the ViaCyte Appeal. | |
As consideration for the contribution of our human embryonic stem cell assets and autologous cellular immunotherapy program to Asterias, on October 1, 2013 we received 6,537,779 shares of Asterias Series A common stock representing 21.4% of Asterias’ outstanding common stock as a class as of that date. We are also entitled to receive royalties from Asterias on the sale of products that are commercialized, if any, in reliance upon the patents we contributed to Asterias. Under the terms of the Agreement and subject to applicable law, following a record date to be declared by our board of directors, we will distribute all of the shares of Asterias Series A common stock to our stockholders on a pro rata basis, other than with respect to fractional shares and shares that would otherwise be distributed to Geron stockholders residing in certain to-be-determined excluded jurisdictions, which shares, as required by the Agreement, will be sold with the net cash proceeds therefrom distributed ratably to the stockholders who would otherwise be entitled to receive such shares. | |
On October 1, 2013, BioTime contributed to Asterias 8,902,077 shares of BioTime common stock, five-year warrants to purchase 8,000,000 additional shares of BioTime common stock at an exercise price of $5.00 per share, or the BioTime Warrants, minority stakes in two of BioTime’s subsidiaries and rights to use certain human embryonic stem cell lines. In addition, BioTime had previously loaned Asterias $5,000,000 in cash and the principal amount of this debt was cancelled as part of the closing of the Agreement. In consideration of BioTime’s contributions, on October 1, 2013 Asterias issued to BioTime 21,773,340 shares of Asterias Series B common stock representing 71.6% of Asterias’ outstanding common stock as a class as of that date, and three-year warrants to purchase 3,150,000 additional shares of Asterias Series B common stock at an exercise price of $5.00 per share. Upon completion of the distribution of the Asterias Series A common stock to our stockholders, Asterias is contractually obligated under the Agreement to distribute the BioTime Warrants on a pro rata basis to the holders of Asterias Series A common stock. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Basis of Presentation | ' | |||||||||||||
Basis of Presentation | ||||||||||||||
The terms “Geron”, the “Company”, “we” and “us” as used in this report refer to Geron Corporation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of Geron, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the three years ended December 31, 2012, included in the Company’s Annual Report on Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2012 has been derived from audited financial statements at that date. | ||||||||||||||
Principles of Consolidation | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
The 2012 condensed consolidated financial statements include the accounts of Geron and our former wholly-owned subsidiary, Geron Bio-Med Ltd. (Geron Bio-Med), a United Kingdom company. In March 2012, the board of directors and shareholders of Geron Bio-Med approved actions to commence a voluntary winding up of the company. The full wind up of Geron Bio-Med was completed in August 2012. Prior to 2013, we eliminated intercompany accounts and transactions and prepared the financial statements of Geron Bio-Med using the local currency as the functional currency. We translated the assets and liabilities of Geron Bio-Med at rates of exchange at the balance sheet date and translated income and expense items at average monthly rates of exchange. The resultant translation adjustments were included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. | ||||||||||||||
Net Loss Per Share | ' | |||||||||||||
Net Loss Per Share | ||||||||||||||
Basic earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock and potential dilutive securities outstanding during the period. Potential dilutive securities primarily consist of outstanding stock options, restricted stock and warrants to purchase common stock and are determined using the treasury stock method at an average market price during the period. | ||||||||||||||
Because we are in a net loss position, diluted loss per share excludes the effects of potential dilutive securities. Had we been in a net income position, diluted earnings per share would have included the shares used in the computation of basic net loss per share as well as an additional 7,183 and 16,061 shares for the 2013 and 2012 periods, respectively, related to outstanding stock options, restricted stock and warrants (as determined using the treasury stock method at the estimated average market value). | ||||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On a regular basis, management evaluates these estimates and assumptions. Actual results could differ from those estimates. | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Cash Equivalents and Marketable Securities | ||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. We place our cash and cash equivalents in money market funds and cash operating accounts. Our marketable securities include U.S. government-sponsored enterprise securities, commercial paper and corporate notes with original maturities ranging from five to 16 months. | ||||||||||||||
We classify our marketable securities as available-for-sale. We record available-for-sale securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are included in interest and other income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest and other income in our condensed consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost basis of our available-for-sale securities are judged to be other-than-temporary. We consider various factors in determining whether to recognize an other-than-temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security. Declines in market value associated with credit losses judged as other-than-temporary result in a charge to interest and other income. Other-than-temporary charges not related to credit losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. No other-than-temporary impairment charges were recorded for our available-for-sale securities for the three and nine months ended September 30, 2013 and 2012. See Note 2 on Fair Value Measurements. | ||||||||||||||
Fair Value of Derivatives | ||||||||||||||
For non-employee options classified as assets or liabilities, the fair value of these instruments is recorded on the condensed consolidated balance sheet at inception and adjusted to fair value at each financial reporting date. The change in fair value of the non-employee options is recorded in the condensed consolidated statements of operations as unrealized gain (loss) on derivatives. Fair value of non-employee options is estimated using the Black Scholes option-pricing model. The 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 non-employee options classified as permanent equity, the fair value of the non-employee options is recorded in stockholders’ equity as of their respective vesting dates and no further adjustments are made. See Note 2 on Fair Value Measurements. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
We have entered into 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, cost reimbursements, milestone payments, royalties on future sales of products, or any combination of these items. Upfront non-refundable 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 services are rendered. | ||||||||||||||
Restricted Cash | ' | |||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists of funds maintained in separate certificate of deposit accounts for specified purposes. The components of restricted cash were as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | ||||||||||||
Certificate of deposit for unused equipment line of credit | $ | 530 | $ | 530 | ||||||||||
Certificate of deposit for credit card purchases | 265 | 264 | ||||||||||||
$ | 795 | $ | 794 | |||||||||||
Research and Development Expenses | ' | |||||||||||||
Research and Development Expenses | ||||||||||||||
Research and development expenses consist of expenses incurred in identifying, developing and testing product candidates resulting from our independent efforts as well as efforts associated with collaborations. These expenses include, but are not limited to, acquired in-process research and development deemed to have no alternative future use, payroll and personnel expense, lab supplies, preclinical studies, clinical trials, including support for investigator-sponsored clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Research and development costs are expensed as incurred, including payments made under our license agreements. | ||||||||||||||
Clinical Trial Costs | ||||||||||||||
A significant component of our research and development expenses is clinical trial costs. Substantial portions of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations, or CROs, and other vendors. We accrue expenses for preclinical studies performed by our vendors based on certain estimates over the term of the service period and adjust our estimates as required. We accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each study. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites and the duration for which the patients have been enrolled in the study. Pass through costs from CROs include, but are not limited to, regulatory expenses, investigator fees, lab fees, travel costs and other miscellaneous costs, including shipping and printing fees. We accrue pass through costs based on estimates of the amount of work completed for the clinical trial. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. However, additional information may become available to us which would allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. | ||||||||||||||
Depreciation and Amortization | ' | |||||||||||||
Depreciation and Amortization | ||||||||||||||
We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful lives of the assets, generally four years. Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes the stock-based compensation expense related to stock options, restricted stock awards and employee stock purchases for the three and nine months ended September 30, 2013 and 2012 which was allocated as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Research and development | $ | 483 | $ | 594 | $ | 1,394 | $ | 1,861 | ||||||
Restructuring charges | — | — | 28 | — | ||||||||||
General and administrative | 739 | 669 | 2,034 | 2,155 | ||||||||||
Stock-based compensation expense included in operating expenses | $ | 1,222 | $ | 1,263 | $ | 3,456 | $ | 4,016 | ||||||
Modifications to the post-termination exercise period of outstanding options held by certain members of our executive management team resulted in additional stock-based compensation expense of $205,000 for the three and nine months ended September 30, 2013. In addition, stock-based compensation expense has been recognized for the modification of the post-termination exercise period for certain stock options previously granted to employees affected by the April 2013 restructuring. Stock-based compensation resulting from these modifications has been reflected in the table above. See Note 3 on Restructurings for a further discussion of the April 2013 restructuring. | ||||||||||||||
As stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 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 data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||
Stock Options | ||||||||||||||
We grant options with service-based vesting under our equity plans to employees, non-employee directors and consultants. The vesting period for employee options is generally four years. The fair value of options granted during the nine months ended September 30, 2013 and 2012 has been estimated at the date of grant using the Black Scholes option-pricing model with the following assumptions: | ||||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.742 to 0.759 | 0.631 to 0.726 | ||||||||||||
Risk-free interest rate range | 0.80% to 1.81% | 0.81% to 1.25% | ||||||||||||
Expected term | 6 yrs | 6 yrs | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
The fair value of employees’ purchase rights during the nine months ended September 30, 2013 and 2012 has been estimated using the Black Scholes option-pricing model with the following assumptions: | ||||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.506 to 1.391 | 0.458 to 0.774 | ||||||||||||
Risk-free interest rate range | 0.09% to 0.21% | 0.06% to 0.21% | ||||||||||||
Expected term range | 6 - 12 mos | 6 - 12 mos | ||||||||||||
Dividend yield is based on historical cash dividend payments. 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 and post-vesting cancellation 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. | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
We grant restricted stock awards to employees and non-employee directors with three types of vesting schedules: (i) service-based, (ii) performance-based or (iii) market-based. Service-based restricted stock awards generally vest annually over four years. Performance-based restricted stock awards vest upon achievement of discrete strategic corporate goals within a specified performance period, generally three years. Market-based restricted stock awards vest upon achievement of certain market price thresholds of our common stock within a specified performance period, generally three years. | ||||||||||||||
The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. The fair value is amortized as stock-based compensation expense over the requisite service period of the award, which is generally the vesting period, on a straight-line basis and is reduced for estimated forfeitures, as applicable. | ||||||||||||||
The fair value for performance-based restricted stock awards is determined using the fair value of our common stock on the date of grant. Stock-based compensation expense for awards with vesting based on performance conditions is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If that assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. If the requisite service period has been met prior to the change in estimate, the effect of the change in estimate would be immediately recognized. We have not recognized any stock-based compensation expense for performance-based restricted stock awards in our condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 as the achievement of the specified performance criteria was not considered probable during that time. | ||||||||||||||
The fair value for market-based restricted stock awards is determined using a lattice valuation model with a Monte Carlo simulation. The model takes into consideration the historical volatility of our stock and the risk-free interest rate at the date of grant. In addition, the model is used to estimate the derived service period for the awards. The derived service period is the estimated period of time that would be required to satisfy the market condition, assuming the market condition will be satisfied. Stock-based compensation expense is recognized over the derived service period for the awards using the straight-line method and is reduced for estimated forfeitures, as applicable, but is accelerated if the market condition is achieved earlier than estimated. All market-based restricted stock awards have been cancelled as of September 30, 2013 as the market conditions were not achieved within the specified performance period. | ||||||||||||||
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 counterparty’s 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Schedule of components of restricted cash | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | ||||||||||||
Certificate of deposit for unused equipment line of credit | $ | 530 | $ | 530 | ||||||||||
Certificate of deposit for credit card purchases | 265 | 264 | ||||||||||||
$ | 795 | $ | 794 | |||||||||||
Summary of allocation of stock-based compensation expense related to share-based payment awards | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Research and development | $ | 483 | $ | 594 | $ | 1,394 | $ | 1,861 | ||||||
Restructuring charges | — | — | 28 | — | ||||||||||
General and administrative | 739 | 669 | 2,034 | 2,155 | ||||||||||
Stock-based compensation expense included in operating expenses | $ | 1,222 | $ | 1,263 | $ | 3,456 | $ | 4,016 | ||||||
Schedule of assumptions used to estimate the fair value of stock options granted | ' | |||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.742 to 0.759 | 0.631 to 0.726 | ||||||||||||
Risk-free interest rate range | 0.80% to 1.81% | 0.81% to 1.25% | ||||||||||||
Expected term | 6 yrs | 6 yrs | ||||||||||||
Schedule of assumptions used to estimate the fair value of employee stock purchases under the Purchase Plan | ' | |||||||||||||
Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend yield | None | None | ||||||||||||
Expected volatility range | 0.506 to 1.391 | 0.458 to 0.774 | ||||||||||||
Risk-free interest rate range | 0.09% to 0.21% | 0.06% to 0.21% | ||||||||||||
Expected term range | 6 - 12 mos | 6 - 12 mos |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||||
Schedule of cash equivalents, restricted cash and marketable securities by security type | ' | ||||||||||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at September 30, 2013 were as follows: | |||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||||
Money market funds | $ | 5,997 | $ | — | $ | — | $ | 5,997 | |||||||||||||||
Restricted cash: | |||||||||||||||||||||||
Certificates of deposit | $ | 795 | $ | — | $ | — | $ | 795 | |||||||||||||||
Marketable securities (due in less than 1 year): | |||||||||||||||||||||||
Government-sponsored enterprise securities | $ | 7,319 | $ | 1 | $ | — | $ | 7,320 | |||||||||||||||
Commercial paper | 15,741 | 9 | — | 15,750 | |||||||||||||||||||
Corporate notes | 33,569 | — | (22 | ) | 33,547 | ||||||||||||||||||
$ | 56,629 | $ | 10 | $ | (22 | ) | $ | 56,617 | |||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2012 were as follows: | |||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | ||||||||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||||
Money market funds | $ | 15,660 | $ | — | $ | — | $ | 15,660 | |||||||||||||||
Corporate notes | 3,136 | — | (1 | ) | 3,135 | ||||||||||||||||||
$ | 18,796 | $ | — | $ | (1 | ) | $ | 18,795 | |||||||||||||||
Restricted cash: | |||||||||||||||||||||||
Certificates of deposit | $ | 794 | $ | — | $ | — | $ | 794 | |||||||||||||||
Marketable securities (due in less than 1 year): | |||||||||||||||||||||||
Government-sponsored enterprise securities | $ | 8,618 | $ | 5 | $ | — | $ | 8,623 | |||||||||||||||
Commercial paper | 20,623 | 21 | — | 20,644 | |||||||||||||||||||
Corporate notes | 44,190 | 22 | (7 | ) | 44,205 | ||||||||||||||||||
$ | 73,431 | $ | 48 | $ | (7 | ) | $ | 73,472 | |||||||||||||||
Schedule of marketable securities with unrealized losses | ' | ||||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||
Gross | Gross | Gross | |||||||||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | Estimated | Unrealized | ||||||||||||||||||
Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
As of September 30, 2013: | |||||||||||||||||||||||
Corporate notes (due in less than 1 year) | $ | 31,654 | $ | (22 | ) | $ | — | $ | — | $ | 31,654 | $ | (22 | ) | |||||||||
As of December 31, 2012: | |||||||||||||||||||||||
Corporate notes (due in less than 1 year) | $ | 27,045 | $ | (8 | ) | $ | — | $ | — | $ | 27,045 | $ | (8 | ) | |||||||||
Schedule of non-employee options to purchase common stock considered as derivatives and classified as current liabilities | ' | ||||||||||||||||||||||
At September 30, 2013 | At December 31, 2012 | ||||||||||||||||||||||
Number | Fair | Number | Fair | ||||||||||||||||||||
Issuance | Exercise | Exercisable | Expiration | of | Value | of | Value | ||||||||||||||||
Date | Price | Date | Date | Shares | (In thousands) | Shares | (In thousands) | ||||||||||||||||
March 2005 | $ | 6.39 | January 2007 | March 2015 | 284,600 | $ | 258 | 284,600 | $ | 51 | |||||||||||||
Schedule of assumptions used to estimate the fair value of derivatives | ' | ||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||
Dividend yield | None | None | |||||||||||||||||||||
Expected volatility | 0.955 | 0.828 | |||||||||||||||||||||
Risk-free interest rate | 0.33% | 0.25% | |||||||||||||||||||||
Expected term | 2 yrs | 2 yrs | |||||||||||||||||||||
Schedule of financial instruments measured at fair value on recurring basis | ' | ||||||||||||||||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2013 and indicates the fair value category assigned. | |||||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||||||||
Active Markets | Other | Significant | |||||||||||||||||||||
for Identical | Observable | Unobservable | |||||||||||||||||||||
Assets / Liabilities | Inputs | Inputs | |||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Assets | |||||||||||||||||||||||
Money market funds (1) | $ | 5,997 | $ | — | $ | — | $ | 5,997 | |||||||||||||||
Government-sponsored enterprise securities (2) | — | 7,320 | — | 7,320 | |||||||||||||||||||
Commercial paper (2) | — | 15,750 | — | 15,750 | |||||||||||||||||||
Corporate notes (2) | — | 33,547 | — | 33,547 | |||||||||||||||||||
Total | $ | 5,997 | $ | 56,617 | $ | — | $ | 62,614 | |||||||||||||||
Liabilities | |||||||||||||||||||||||
Derivatives (3) | $ | — | $ | — | $ | 258 | $ | 258 | |||||||||||||||
(1) Included in cash and cash equivalents on our condensed consolidated balance sheets. | |||||||||||||||||||||||
(2) Included in current marketable securities on our condensed consolidated balance sheets. | |||||||||||||||||||||||
(3) Included in fair value of derivatives on our condensed consolidated balance sheets. | |||||||||||||||||||||||
Schedule of rollforward of the balance sheet amounts for financial instruments in Level 3 category | ' | ||||||||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Change in | |||||||||||||||||||||||
Unrealized Loss | |||||||||||||||||||||||
Total | Related to | ||||||||||||||||||||||
Unrealized | Transfers | Financial | |||||||||||||||||||||
Fair Value at | Loss | Purchases | In and/or | Fair Value at | Instruments | ||||||||||||||||||
June 30, | Included in | and | Sales and | Out of | September 30, | Held at | |||||||||||||||||
(In thousands) | 2013 | Earnings (1) | Issuances | Settlements | Level 3 | 2013 | September 30, 2013 (1) | ||||||||||||||||
Derivative liabilities | $ | 50 | $ | 208 | $ | — | $ | — | $ | — | $ | 258 | $ | 208 | |||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Change in | |||||||||||||||||||||||
Unrealized Loss | |||||||||||||||||||||||
Total | Related to | ||||||||||||||||||||||
Unrealized | Transfers | Financial | |||||||||||||||||||||
Fair Value at | Loss | Purchases | In and/or | Fair Value at | Instruments | ||||||||||||||||||
December 31, | Included in | and | Sales and | Out of | September 30, | Held at | |||||||||||||||||
(In thousands) | 2012 | Earnings (1) | Issuances | Settlements | Level 3 | 2013 | September 30, 2013 (1) | ||||||||||||||||
Derivative liabilities | $ | 51 | $ | 207 | $ | — | $ | — | $ | — | $ | 258 | $ | 207 | |||||||||
(1) Reported as unrealized loss on derivatives in our condensed consolidated statements of operations. |
RESTRUCTURINGS_Tables
RESTRUCTURINGS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
RESTRUCTURINGS | ' | |||||||||||||
Summary of components of outstanding restructuring liability | ' | |||||||||||||
(In thousands) | Employee | Asset | Facility Related | Total | ||||||||||
Severance and | Write Downs | Charges | ||||||||||||
Other Benefits | ||||||||||||||
Beginning accrual balance as of December 31, 2012 | $ | 1,972 | $ | — | $ | — | $ | 1,972 | ||||||
Restructuring charges | 716 | 200 | 116 | 1,032 | ||||||||||
Cash payments | (2,373 | ) | — | (96 | ) | (2,469 | ) | |||||||
Adjustments or non-cash credits, including stock-based compensation expense | (174 | ) | (200 | ) | — | (374 | ) | |||||||
Ending accrual balance as of September 30, 2013 | $ | 141 | $ | — | $ | 20 | $ | 161 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | ' | |||||||
Supplemental schedule of non-cash operating and investing activities | ' | |||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Supplemental Operating Activities: | ||||||||
Issuance of common stock for 401(k) matching contributions | $ | 839 | $ | 1,361 | ||||
Issuance of common stock for services rendered to date or to be received in future periods | — | 69 | ||||||
Reclassification of deposits to other current assets, net | 219 | 135 | ||||||
Supplemental Investing Activities: | ||||||||
Net unrealized (loss) gain on available-for-sale securities | (52 | ) | 4 | |||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net Loss Per Share | ' | ' | ' | ' |
Potential dilutive securities excluded from diluted earnings (loss) per share calculation (in shares) | ' | ' | 7,183 | 16,061 |
Marketable securities | ' | ' | ' | ' |
Other-than-temporary impairment charges recorded for available-for-sale securities | $0 | $0 | $0 | $0 |
Minimum | ' | ' | ' | ' |
Marketable securities | ' | ' | ' | ' |
Original maturity period of marketable securities | ' | ' | '5 months | ' |
Maximum | ' | ' | ' | ' |
Marketable securities | ' | ' | ' | ' |
Original maturity period of marketable securities | ' | ' | '16 months | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Restricted Cash | ' | ' |
Carrying value of restricted cash | $795 | $794 |
Depreciation and Amortization | ' | ' |
Estimated useful lives of assets | '4 years | ' |
Certificate of deposit for unused equipment line of credit | ' | ' |
Restricted Cash | ' | ' |
Carrying value of restricted cash | 530 | 530 |
Certificate of deposit for credit card purchases | ' | ' |
Restricted Cash | ' | ' |
Carrying value of restricted cash | $265 | $264 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock-Based Compensation | ' | ' | ' | ' |
Stock-based compensation expense included in operating expenses | $1,222,000 | $1,263,000 | $3,456,000 | $4,016,000 |
Stock options | Certain members of executive management team | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' |
Modifications to the Post-termination exercise period | 205,000 | ' | 205,000 | ' |
Research and development | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' |
Stock-based compensation expense included in operating expenses | 483,000 | 594,000 | 1,394,000 | 1,861,000 |
Restructuring charges | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' |
Stock-based compensation expense included in operating expenses | ' | ' | 28,000 | ' |
General and administrative | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' |
Stock-based compensation expense included in operating expenses | $739,000 | $669,000 | $2,034,000 | $2,155,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Stock-based compensation expense included in operating expenses | $1,222 | $1,263 | $3,456 | $4,016 |
Stock options | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | 0.00% | 0.00% |
Expected volatility range, minimum (as a percent) | ' | ' | 74.20% | 63.10% |
Expected volatility range, maximum (as a percent) | ' | ' | 75.90% | 72.60% |
Risk-free interest rate range, minimum (as a percent) | ' | ' | 0.80% | 0.81% |
Risk-free interest rate range, maximum (as a percent) | ' | ' | 1.81% | 1.25% |
Expected term | ' | ' | '6 years | '6 years |
Vesting period of awards | ' | ' | '4 years | ' |
Restricted stock awards | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Types of vesting schedules (in count) | ' | ' | 3 | ' |
Service-based restricted stock awards | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Vesting period of awards | ' | ' | '4 years | ' |
Performance-based restricted stock awards | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Vesting period of awards | ' | ' | '3 years | ' |
Stock-based compensation expense included in operating expenses | $0 | $0 | $0 | $0 |
Market-based restricted stock awards | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Vesting period of awards | ' | ' | '3 years | ' |
Employee Stock Purchase Plan | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | 0.00% | 0.00% |
Expected volatility range, minimum (as a percent) | ' | ' | 50.60% | 45.80% |
Expected volatility range, maximum (as a percent) | ' | ' | 139.10% | 77.40% |
Risk-free interest rate range, minimum (as a percent) | ' | ' | 0.09% | 0.06% |
Risk-free interest rate range, maximum (as a percent) | ' | ' | 0.21% | 0.21% |
Employee Stock Purchase Plan | Minimum | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Expected term | ' | ' | '6 months | '6 months |
Employee Stock Purchase Plan | Maximum | ' | ' | ' | ' |
Assumptions used to estimate fair value of awards | ' | ' | ' | ' |
Expected term | ' | ' | '12 months | '12 months |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Included in cash and cash equivalents | ' | ' |
Amortized Cost | $5,997 | $18,796 |
Gross Unrealized Losses | ' | -1 |
Estimated Fair Value | 5,997 | 18,795 |
Restricted cash | ' | ' |
Amortized Cost | 795 | 794 |
Estimated Fair Value | 795 | 794 |
Marketable securities | ' | ' |
Amortized Cost | 56,629 | 73,431 |
Gross Unrealized Gains | 10 | 48 |
Gross Unrealized Losses | -22 | -7 |
Estimated Fair Value | 56,617 | 73,472 |
Money market funds | ' | ' |
Included in cash and cash equivalents | ' | ' |
Amortized Cost | 5,997 | 15,660 |
Estimated Fair Value | 5,997 | 15,660 |
Certificates of deposit | ' | ' |
Restricted cash | ' | ' |
Amortized Cost | 795 | 794 |
Estimated Fair Value | 795 | 794 |
Government-sponsored enterprise securities | ' | ' |
Marketable securities | ' | ' |
Amortized Cost | 7,319 | 8,618 |
Gross Unrealized Gains | 1 | 5 |
Estimated Fair Value | 7,320 | 8,623 |
Commercial paper | ' | ' |
Marketable securities | ' | ' |
Amortized Cost | 15,741 | 20,623 |
Gross Unrealized Gains | 9 | 21 |
Estimated Fair Value | 15,750 | 20,644 |
Corporate notes | ' | ' |
Included in cash and cash equivalents | ' | ' |
Amortized Cost | ' | 3,136 |
Gross Unrealized Losses | ' | -1 |
Estimated Fair Value | ' | 3,135 |
Marketable securities | ' | ' |
Amortized Cost | 33,569 | 44,190 |
Gross Unrealized Gains | ' | 22 |
Gross Unrealized Losses | -22 | -7 |
Estimated Fair Value | $33,547 | $44,205 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (Corporate notes, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Corporate notes | ' | ' |
Marketable securities with unrealized losses | ' | ' |
Less Than 12 Months - Estimated Fair Value | $31,654 | $27,045 |
Less Than 12 Months - Gross Unrealized Losses | -22 | -8 |
Total - Estimated Fair Value | 31,654 | 27,045 |
Total - Gross Unrealized Losses | ($22) | ($8) |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details 3) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value Measurement | ' | ' |
Fair Value | $258 | $51 |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected volatility (as a percent) | 95.50% | 82.80% |
Risk-free interest rate (as a percent) | 0.33% | 0.25% |
Expected term | '2 years | '2 years |
Non-employee options | ' | ' |
Fair Value Measurement | ' | ' |
Amount of reclassifications from current liabilities to stockholders' equity | 0 | ' |
Exercise Price (in dollars per share) | $6.39 | ' |
Number of Shares | 284,600 | 284,600 |
Fair Value | $258 | $51 |
FAIR_VALUE_MEASUREMENTS_Detail3
FAIR VALUE MEASUREMENTS (Details 4) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Liabilities | ' | ' |
Derivatives | $258 | $51 |
Recurring basis | Level 1 | ' | ' |
Assets | ' | ' |
Total | 5,997 | ' |
Recurring basis | Level 1 | Money market funds | ' | ' |
Assets | ' | ' |
Total | 5,997 | ' |
Recurring basis | Level 2 | ' | ' |
Assets | ' | ' |
Total | 56,617 | ' |
Recurring basis | Level 2 | Government-sponsored enterprise securities | ' | ' |
Assets | ' | ' |
Total | 7,320 | ' |
Recurring basis | Level 2 | Commercial paper | ' | ' |
Assets | ' | ' |
Total | 15,750 | ' |
Recurring basis | Level 2 | Corporate notes | ' | ' |
Assets | ' | ' |
Total | 33,547 | ' |
Recurring basis | Level 3 | ' | ' |
Liabilities | ' | ' |
Derivatives | 258 | ' |
Recurring basis | Total | ' | ' |
Assets | ' | ' |
Total | 62,614 | ' |
Liabilities | ' | ' |
Derivatives | 258 | ' |
Recurring basis | Total | Money market funds | ' | ' |
Assets | ' | ' |
Total | 5,997 | ' |
Recurring basis | Total | Government-sponsored enterprise securities | ' | ' |
Assets | ' | ' |
Total | 7,320 | ' |
Recurring basis | Total | Commercial paper | ' | ' |
Assets | ' | ' |
Total | 15,750 | ' |
Recurring basis | Total | Corporate notes | ' | ' |
Assets | ' | ' |
Total | $33,547 | ' |
FAIR_VALUE_MEASUREMENTS_Detail4
FAIR VALUE MEASUREMENTS (Details 5) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Derivative liabilities | Derivative liabilities | ||
Changes in Level 3 Recurring Fair Value Measurements | ' | ' | ' | ' |
Fair value of derivative liabilities at the beginning of the period | $258 | $51 | $50 | $51 |
Total Unrealized Loss Included in Earnings | ' | ' | 208 | 207 |
Fair value of derivative liabilities at the end of the period | 258 | 51 | 258 | 258 |
Change in Unrealized Loss Related to Financial Instruments Held at the end of the period | ' | ' | $208 | $207 |
RESTRUCTURINGS_Details
RESTRUCTURINGS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 25, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 03, 2012 | Nov. 14, 2011 | |
Employee Severance And Other Benefits | Asset Write Downs | Facility Related Charges | April 2013 Restructuring | April 2013 Restructuring | April 2013 Restructuring | April 2013 Restructuring | April 2013 Restructuring | April 2013 Restructuring | December 2012 Restructuring | December 2012 Restructuring | December 2012 Restructuring | December 2012 Restructuring | November 2011 Restructuring | ||||
position | One-time termination benefits | Asset Write Downs | Facility Related Charges | One-time termination benefits and facility-related charges | position | position | |||||||||||
RESTRUCTURINGS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of full-time positions eliminated, inception to date | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | 43 | 66 |
Aggregate estimated restructuring charges | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected cash payments | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sales of property and equipment | ' | 1,116,000 | 38,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Outstanding restructuring liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual balance at the beginning of the period | ' | 1,972,000 | ' | 1,972,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | 116,000 | 1,032,000 | ' | 716,000 | 200,000 | 116,000 | ' | 940,000 | 624,000 | 200,000 | 116,000 | ' | 2,702,000 | 92,000 | 2,794,000 | ' | ' |
Stock-based compensation expense related to extension of the post-termination exercise period | ' | ' | ' | ' | ' | ' | ' | ' | 28,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments | ' | -2,469,000 | ' | -2,373,000 | ' | -96,000 | ' | ' | ' | ' | ' | -571,000 | ' | ' | ' | ' | ' |
Adjustments or non-cash credits, including stock-based compensation expense | ' | -374,000 | ' | -174,000 | -200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual balance at the end of the period | $161,000 | $161,000 | ' | $141,000 | ' | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) | 9 Months Ended |
Sep. 30, 2013 | |
item | |
SEGMENT INFORMATION | ' |
Number of operating segments | 1 |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Supplemental Operating Activities: | ' | ' |
Issuance of common stock for 401(k) matching contributions | $839 | $1,361 |
Issuance of common stock for services rendered to date or to be received in future periods | ' | 69 |
Reclassification of deposits to other current assets, net | 219 | 135 |
Supplemental Investing Activities: | ' | ' |
Net unrealized (loss) gain on available-for-sale securities | ($52) | $4 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent event, USD $) | 0 Months Ended |
Oct. 02, 2013 | |
item | |
Asset Contribution Agreement | BioTime Contributions | Asterias | ' |
SUBSEQUENT EVENT | ' |
Amount of debt forgiven | $5,000,000 |
Shares issued | 8,902,077 |
Term of warrants issued | '5 years |
Number of warrants issued | 8,000,000 |
Exercise price of warrants issued | $5 |
Number of subsidiaries for which minority interests were contributed | 2 |
Asset Contribution Agreement | Asterias contributions | BioTime | ' |
SUBSEQUENT EVENT | ' |
Shares issued | 21,773,340 |
Percentage ownership in Asterias | 71.60% |
Term of warrants issued | '3 years |
Number of warrants issued | 3,150,000 |
Exercise price of warrants issued | $5 |
Asset Contribution Agreement | Asterias contributions | Geron | ' |
SUBSEQUENT EVENT | ' |
Number of rulings in favor of ViaCyte, Inc. for which the entity was substituted as a party in an appeal | 2 |
Shares issued | 6,537,779 |
Percentage ownership in Asterias | 21.40% |