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Long-Term Note Payable

9 Months Ended

Sep. 30, 2011

Long-Term Note Payable

Long-Term Note Payable

Note 9. Long-term Note Payable

Long-term note payable at September 30, 2011 consisted of the following (in thousands):


		Principal				Unamortized Discount				Total
Current portion of long-term debt		$	0			$	0			$	0
Long-term debt			5,000				(90	)			4,910

Total long-term note payable		$	5,000			$	(90	)		$	4,910

Long-term note payable at December 31, 2010 consisted of the following (in thousands):


		Principal				Unamortized Discount				Total
Current portion of long-term debt		$	1,822			$	(75	)		$	1,747
Long-term debt			3,178				(47	)			3,131

Total long-term note payable		$	5,000			$	(122	)		$	4,878

Principal and interest payments on the long-term note payable at September 30, 2011 are expected to be as follows for each of the following five years (in thousands):


Year ended December 31,
2011			53
2012			571
2013			1,835
2014			1,835
2015			1,580

Loan and Security Agreement

In September 2011, the Company entered into a loan and security agreement (the "Credit Agreement") with Comerica Bank ("Comerica"). The Credit Agreement provides for a growth capital loan of up to $8.0 million ("Growth Capital Loan") and a formula based revolving line of credit ("RLOC") of up to $4.0 million plus any unused amounts from the Growth Capital Loan. Under the Credit Agreement, the Company is limited to an aggregate borrowing of up to $10.0 million at any time. The Company pledged all current and future assets, excluding its intellectual property and 35% of the Company's investment in its subsidiary, Cerus Europe B.V., as security for borrowings under the Credit Agreement.

Growth Capital Loan

Concurrent with the execution of the Credit Agreement, in September 2011, the Company borrowed $5.0 million of the Growth Capital Loan ("Growth Capital Loan A"), substantially all of which was used to repay the Company's prior debt with Oxford Finance Corporation ("Oxford"), as discussed in further detail below, with the remainder used for general corporate purposes. Growth Capital Loan A, which matures in 48 months, bears a fixed interest rate of 6.37%, with interest–only payments due for the first twelve months, followed by equal principal and interest payments for the remaining 36 months.

The Company may draw up to an additional $3.0 million of the Growth Capital Loan ("Growth Capital Loan B") between December 31, 2011 and June 30, 2012. Growth Capital Loan B will bear a fixed interest rate based on the higher of (i) 6.25% or (ii) 6.00% plus the three month LIBOR rate at the date of draw, with interest–only payments due for the first six months followed by equal principal and interest payments for the remaining 36 months.

In September 2011, the Company incurred a commitment fee of $40,000 and loan fees of $50,000, which were recorded as a discount to its Growth Capital Loan A and are being amortized as a component of interest expense using the effective interest method over the term of the Growth Capital Loan A (discount was based on an implied interest rate of 7.07%). The Company will also be required to make a final payment fee of 1% of the amounts drawn under Growth Capital Loan A and Growth Capital Loan B due on the earlier of (i) prepayment of the Growth Capital Loan or (ii) the maturity of the Growth Capital Loan. The final payment fee will be accreted to interest expense using the effective interest method over the life of the Growth Capital Loan A and B upon draw.

Revolving Line of Credit

The Credit Agreement also provides for a RLOC of up to $4.0 million plus any unused amounts from Growth Capital Loan B ("RLOC Loan Amount"). The amount available under the RLOC, which is available to the Company until September 30, 2013, is limited to the lesser of (i) 80% of eligible trade receivables or (ii) the RLOC Loan Amount. The RLOC will bear a floating rate based on the lender's prime rate plus 1.50%, with interest–only payments due each month. The Company will be required to repay the principal drawn from the RLOC at the end of the RLOC term. In September 2011, the Company incurred a commitment fee of $20,000, and will pay the same commitment fee at each annual anniversary of the RLOC. As of September 30, 2011, the Company had not drawn down any amounts under the RLOC.

Compliance with Covenants

The Company is required to maintain compliance with certain customary and routine financial covenants under the Credit Agreement. Throughout the term of the Credit Agreement, the Company is also obligated to meet certain conditions which include maintaining a minimum cash balance of $2.5 million and achieving minimum revenue levels, which will be measured monthly based on a six-month trailing basis and must be at least 75% of the pre-established future projected revenues for the six-month period. Non-compliance with the covenants could result in the principal of the note becoming due and payable. As of September 30, 2011, the Company was in compliance with the financial covenants as set forth in the Credit Agreement.

Growth Capital Facility Agreement

In March 2010, the Company entered into a growth capital facility agreement with Oxford and immediately borrowed and issued a senior secured long-term note payable for $5.0 million. The note carried a fixed interest rate of 12.04%, with interest–only payments due for the first nine months and then equal principal and interest payments for an additional 30 months. In connection with the issuance of the note, the Company paid an upfront facility fee of $0.1 million and incurred closing costs of $0.1 million, which was recorded as a discount to the note payable and was amortized as a component of interest expense using the effective interest method over the term of the note (discount was based on an implied interest rate of 13.84%). In addition, the Company agreed to pay a $0.4 million closing fee upon maturity of the note, which was being accreted to interest expense using the effective interest method over the life of the note. In September 2011, the Company repaid the outstanding balance of the long-term note payable owed to Oxford using the proceeds received from the Credit Agreement as discussed in further detail above. The Company also accelerated and expensed the remaining closing cost and fees of $0.2 million to interest expense during the three and nine months ended September 30, 2011.