SEC Comment Letter for CERUS CORP (CERS) (CIK 0001020214) (CERS) — Sep 23, 2022
CERUS CORP (CERS) (CIK 0001020214)
Date: Sept. 23, 2022 · CIK: 0001020214 · Accession: 0000000000-22-010492
AI Filing Summary & Sentiment
File numbers found in text: 000-21937
Letter
United States securities and exchange commission logo September 23, 2022 Kevin Green Vice President, Finance and Chief Financial Officer Cerus Corporation 1220 Concord Avenue, Suite 600 Concord, CA 94520 Re:Cerus Corporation Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 22, 2022 Form 8-K filed August 4, 2022 File No. 000-21937 Dear Mr. Green: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K filed August 4, 2022 Exhibits 1.We note that you are adjusting your non-GAAP measure, Adjusted EBITDA, for non- operating expenses, government contract revenue, and for direct expenses related to work supporting government contracts, which are reimbursed and reflected under government contract revenue in the condensed consolidated statement of operations. Please tell us why you believe the adjustment for government contract revenue and for direct expenses related to working government contracts is consistent with the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, given that these items appear to be normal and recurring. Please also explain to us in more detail the nature of the non-operating expenses that are being in adjusted for in your measure.
FirstName LastNameKevin Green Comapany NameCerus Corporation September 23, 2022 Page 2 FirstName LastName Kevin Green Cerus Corporation September 23, 2022 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker at (202) 551-3616 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
September 23, 2022
Kevin Green
Vice President, Finance and Chief Financial Officer
Cerus Corporation
1220 Concord Avenue, Suite 600
Concord, CA 94520
Re:Cerus Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 22, 2022
Form 8-K filed August 4, 2022
File No. 000-21937
Dear Mr. Green:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K filed August 4, 2022
Exhibits
1.We note that you are adjusting your non-GAAP measure, Adjusted EBITDA, for non-
operating expenses, government contract revenue, and for direct expenses related to work
supporting government contracts, which are reimbursed and reflected under government
contract revenue in the condensed consolidated statement of operations. Please tell us
why you believe the adjustment for government contract revenue and for direct expenses
related to working government contracts is consistent with the guidance in Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations,
given that these items appear to be normal and recurring. Please also explain to us in
more detail the nature of the non-operating expenses that are being in adjusted for in your
measure.
FirstName LastNameKevin Green
Comapany NameCerus Corporation
September 23, 2022 Page 2
FirstName LastName
Kevin Green
Cerus Corporation
September 23, 2022
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker at (202) 551-3616 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences