Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QTNT | |
Title of 12(b) Security | Ordinary Shares, nil par value | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | QUOTIENT LIMITED | |
Entity Central Index Key | 0001596946 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 135,802,201 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36415 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | Business Park Terre Bonne | |
Entity Address, Address Line Two | Route de Crassier 13 | |
Entity Address, City or Town | Eysins | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 1262 | |
City Area Code | 011-41 | |
Local Phone Number | 22-716-9800 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 46,153 | $ 65,059 |
Short-term investments | 2,480 | 2,626 |
Trade accounts receivable, net | 5,056 | 6,272 |
Inventories | 22,082 | 22,036 |
Prepaid expenses and other current assets | 10,918 | 5,761 |
Total current assets | 86,689 | 101,754 |
Restricted cash | 8,724 | 8,744 |
Long-term investments | 14,604 | 15,467 |
Property and equipment, net | 31,118 | 33,242 |
Operating lease right-of-use assets | 28,494 | 29,411 |
Intangible assets, net | 465 | 520 |
Deferred income taxes | 123 | 123 |
Other non-current assets | 4,373 | 4,728 |
Total assets | 174,590 | 193,989 |
Current liabilities: | ||
Accounts payable | 5,504 | 4,524 |
Accrued compensation and benefits | 6,507 | 8,503 |
Accrued expenses and other current liabilities | 12,815 | 15,729 |
Current portion of operating lease liability | 3,689 | 3,535 |
Current portion of finance lease obligation | 406 | 537 |
Total current liabilities | 28,921 | 32,828 |
Long-term debt, less current portion | 236,348 | 233,313 |
Derivative liabilities | 2,733 | 13,515 |
Operating lease liability, less current portion | 27,845 | 28,753 |
Finance lease obligation, less current portion | 358 | 388 |
Deferred income taxes | 1,857 | 1,988 |
Defined benefit pension plan obligation | 4,818 | 4,777 |
7% Cumulative redeemable preference shares | 22,788 | 22,525 |
Total liabilities | 325,668 | 338,087 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Ordinary shares (nil par value) 135,683,559 and 102,611,397 issued and outstanding at June 30, 2022 and March 31, 2022 respectively | 558,639 | 540,736 |
Additional paid in capital | 48,033 | 46,399 |
Accumulated other comprehensive loss | 6,160 | (6,191) |
Accumulated deficit | 763,910 | 725,042 |
Total shareholders' equity (deficit) | (151,078) | (144,098) |
Total liabilities and shareholders' equity (deficit) | $ 174,590 | $ 193,989 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Preference share dividend percentage | 7% | 7% |
Common stock, par value | ||
Common stock, shares issued | 135,683,559 | 102,611,397 |
Common stock, shares outstanding | 135,683,559 | 102,611,397 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||
Total revenue | $ 8,814 | $ 9,089 |
Cost of revenue | (6,120) | (4,777) |
Gross profit | 2,694 | 4,312 |
Operating expenses: | ||
Sales and marketing | (3,306) | (2,493) |
Research and development, net of government grants | (14,146) | (13,531) |
General and administrative expense: | ||
Compensation expense in respect of share options and management equity incentives | (1,634) | (1,823) |
Other general and administrative expenses | (9,403) | (8,353) |
Total general and administrative expense | (11,037) | (10,176) |
Total operating expense | (28,489) | (26,200) |
Operating loss | (25,795) | (21,888) |
Other (expense) income: | ||
Interest expense, net | (8,574) | (3,002) |
Other, net | (4,366) | (1,732) |
Other expense, net | (12,940) | (4,734) |
Loss before income taxes | (38,735) | (26,622) |
Provision for income taxes | (133) | (670) |
Net loss | (38,868) | (27,292) |
Other comprehensive income (loss): | ||
Change in fair value of foreign currency cash flow hedges | 0 | (112) |
Change in unrealized gain on short-term investments | 7 | (121) |
Foreign currency gain | 12,330 | 158 |
Provision for pension benefit obligation | 14 | 15 |
Other comprehensive loss, net | 12,351 | (60) |
Comprehensive loss | (26,517) | (27,352) |
Net loss available to ordinary shareholders - basic | $ (38,868) | $ (27,292) |
Loss per share - basic | $ (0.37) | $ (0.27) |
Loss per share - diluted | $ (0.37) | $ (0.27) |
Weighted-average shares outstanding - basic | 104,591,840 | 101,390,749 |
Weighted-average shares outstanding - diluted | 104,591,840 | 101,390,749 |
Product Sales [Member] | ||
Revenue: | ||
Total revenue | $ 8,814 | $ 9,041 |
Other Revenues [Member] | ||
Revenue: | ||
Total revenue | $ 0 | $ 48 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Additional paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Mar. 31, 2021 | $ (35,581) | $ 540,813 | $ 38,116 | $ (14,598) | $ (599,912) |
Beginning balance, Shares at Mar. 31, 2021 | 101,264,412 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs | (79) | $ (79) | |||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 262,776 | ||||
Net loss | (27,292) | (27,292) | |||
Change in fair value of the effective portion of foreign currency cash flow hedges | (112) | (112) | |||
Change in unrealized gain in/on short-term investments | (121) | (121) | |||
Foreign currency cumulative translation adjustment | 158 | 158 | |||
Provision for pension benefit obligation | 15 | 15 | |||
Other comprehensive loss | (60) | (60) | |||
Stock-based compensation | 1,823 | 1,823 | |||
Ending balance at Jun. 30, 2021 | (61,189) | $ 540,734 | 39,939 | (14,658) | (627,204) |
Ending balance, Shares at Jun. 30, 2021 | 101,527,188 | ||||
Beginning balance at Mar. 31, 2022 | $ (144,098) | $ 540,736 | 46,399 | (6,191) | (725,042) |
Beginning balance, Shares at Mar. 31, 2022 | 102,611,397 | 102,611,397 | |||
Issue of shares and pre-funded warrants, net of issue costs, Amount | $ 17,903 | $ 17,903 | |||
Issue of shares and pre-funded warrants, net of issue costs, Shares | 32,458,336 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 613,826 | ||||
Net loss | (38,868) | (38,868) | |||
Change in fair value of the effective portion of foreign currency cash flow hedges | 0 | ||||
Change in unrealized gain in/on short-term investments | 7 | 7 | |||
Foreign currency cumulative translation adjustment | 12,330 | 12,330 | |||
Provision for pension benefit obligation | 14 | 14 | |||
Other comprehensive loss | 12,351 | ||||
Stock-based compensation | 1,634 | 1,634 | |||
Ending balance at Jun. 30, 2022 | $ (151,078) | $ 558,639 | $ 48,033 | $ 6,160 | $ (763,910) |
Ending balance, Shares at Jun. 30, 2022 | 135,683,559 | 135,683,559 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issue of shares and pre-funded warrants, issue costs | $ 2,097 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (38,868) | $ (27,292) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and loss on disposal of fixed assets | 1,464 | 1,930 |
Share-based compensation | 1,634 | 1,823 |
Increase in deferred lease rentals | 387 | 176 |
Swiss pension obligation | 223 | 188 |
Amortization of debt discount and unrealized foreign currency loss (gains) on debt | 21,855 | (1,641) |
Impairment Of Investments | 995 | 0 |
Change in fair value of derivative liabilities | (10,844) | 1,984 |
Accrued preference share dividends | 263 | 263 |
Provision for income taxes | 133 | 502 |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | 834 | 893 |
Inventories | (1,122) | (834) |
Accounts payable and accrued liabilities | (920) | (2,382) |
Accrued compensation and benefits | (1,457) | (4,181) |
Other assets and liabilities | (10,094) | (3,482) |
Net cash used in operating activities | (35,518) | (32,053) |
INVESTING ACTIVITIES: | ||
Increase in short-term investments | 0 | (4,500) |
Realization of short-term investments | 0 | 18,551 |
Purchase of property and equipment | (835) | (1,405) |
Net cash (used in) provided by investing activities | (835) | 12,646 |
FINANCING ACTIVITIES: | ||
Repayment of finance leases | (165) | (213) |
Proceeds from issuance of long-term debt | 0 | 104,222 |
Debt issuance costs | 0 | (3,732) |
Repayment of long-term debt | 0 | (12,083) |
Proceeds from (cost of) issuance of ordinary shares and warrants | 17,903 | (79) |
Net cash provided by financing activities | 17,738 | 88,115 |
Effect of exchange rate fluctuations on cash and cash equivalents | (311) | (552) |
Change in cash and cash equivalents | (18,926) | 68,156 |
Beginning cash and cash equivalents | 73,803 | 54,697 |
Total cash, cash equivalents and restricted cash | 54,877 | 122,853 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 46,153 | 114,547 |
Restricted cash | 8,724 | 8,306 |
Total cash, cash equivalents and restricted cash | $ 54,877 | $ 122,853 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business The principal activity of Quotient Limited (the "Company") and its subsidiaries (the "Group") is the development, manufacture and sale of products for the global transfusion diagnostics market. Products manufactured by the Group are sold to hospitals, blood banking operations and other diagnostics companies worldwide. Basis of Presentation The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and are unaudited. In accordance with those rules and regulations, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The March 31, 2022 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the audited consolidated financial statements at and for the year ended March 31, 2022 included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the three month period ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending March 31, 2023 and any future period. The Company has incurred net losses and negative cash flows from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $ 763.9 million as of June 30, 2022. At June 30, 2022, the Company had available cash holdings and investments of $ 63.2 million. The Company has expenditure plans over the twelve months from the date these financial statements are issued that exceed its current cash and investment balances, raising substantial doubt about its ability to continue as a going concern. The Company expects to fund its operations, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization, from existing available cash and investment balances, the sale of rights and other assets, and the issuance of new equity or debt. The Company’s Directors are confident in the availability of these funding sources and accordingly have prepared the financial statements on the going concern basis. However, there can be no assurance the Company will be able to obtain adequate financing when necessary and the terms of any financing may not be advantageous to the Company and may result in dilution to its shareholders. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to further update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | N ote 2. Summary of Significant Accounting Policies Restricted Cash Restricted cash comprised $ 8.0 million at June 30, 2022 and March 31, 2022, held in a cash reserve account pursuant to the indenture governing the Company’s 12 % Senior Secured Notes ("the Secured Notes") and $ 0.7 million held at June 30, 2022 and March 31, 2022, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Concentration of Credit Risks and Other Uncertainties The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities , and determined that its investment in two of the funds were impaired. During the quarter ended June 30, 2022, we determined that a further impairment of $ 1.0 million was required related to litigation costs expected to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of June 30, 2022 and March 31, 2022. Revenue Recognition In the three month period ended June 30, 2022, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2022, there were no other material revenues to be recognized in future periods related to remaining performance obligations at June 30, 2022. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2022 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. There have been no significant changes to these policies that have had a material impact on the Company's condensed consolidated financial statements and related notes . Recently Issued Pronouncements There are no recently issued accounting sta ndards that are expected to have a material impact on our condensed consolidated financial statements . |
Debt
Debt | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 3. Debt Total debt comprises: June 30, March 31, Secured Notes $ 132,917 $ 132,917 Debt discount, net of amortization ( 12,679 ) ( 13,854 ) Deferred debt costs, net of amortization ( 2,420 ) ( 2,678 ) Carrying value Secured Notes 117,818 116,385 Royalty liability 40,343 40,076 Convertible Notes 105,000 105,000 Debt discount, net of amortization ( 23,801 ) ( 24,968 ) Deferred debt costs, net of amortization ( 3,012 ) ( 3,180 ) Carrying value Convertible Notes 78,187 76,852 Total Debt $ 236,348 $ 233,313 The Company’s debt at June 30, 2022 and March 31, 2022 comprises the Secured Notes, the royalty liability, and the Convertible Notes. Secured Notes On October 14, 2016 , the Company completed the private placement of up to $ 120 million aggregate principal amount of the Secured Notes and entered into an indenture governing the Secured Notes with the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent. The Company issued $ 84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $ 36 million aggregate principal amount of the Secured Notes on June 29, 2018. On December 18, 2018, the Company also completed certain amendments to the indenture governing the Secured Notes. The amendments included an increase to the aggregate principal amount of Secured Notes that can be issued under the indenture from $ 120 million to up to $ 145 million following the European CE Marking of the Company’s initial MosaiQ IH Microarray. On April 30, 2019, the Company was notified that it had received the European CE Marking of the initial MosaiQ IH Microarray and, on May 15, 2019, the Company issued the additional $ 25 million of Secured Notes. The obligations of the Company under the indenture and the Secured Notes are unconditionally guaranteed on a secured basis by the guarantors, which include all the Company’s subsidiaries, and the indenture governing the Secured Notes contains customary events of default. The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101 % or 100 %, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. Interest on the Secured Notes accrues at a rate of 12 % per annum and is payable semi-annually on April 15 and October 15 of each year commencing on April 15, 2017 . On April 15, 2021 , the Company made a $ 12.1 million principal payment on the Secured Notes. Additionally, principal payments were due on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. The Company paid $ 8.7 million of the total proceeds of the three issuances into the cash reserve account maintained with the collateral agent under the terms of the indenture. Following the April 15, 2021 repayment of the Secured Notes the balance held in the cash reserve account was reduced to $ 8.0 million. On October 13, 2021, the Company received consents from all of the holders (the "Consenting Holders") of its Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to certain amendments to the indenture governing the Secured Notes (the "Indenture Amendments") pursuant to the fourth supplemental indenture, dated as of October 13, 2021 (the "Fourth Supplemental Indenture"). The Indenture Amendments included an 18-month extension of the final maturity of the Secured Notes to October 2025 and a revision of the Notes’ principal amortization schedule. The Indenture Amendments also changed the redemption prices for Notes redeemed pursuant to the optional redemption provisions of the Indenture. The Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106 % of par and declining over time to 100.0 % for redemptions occurring from and after April 14, 2024. The interest rate on the Secured Notes and the financial and other covenants in the Indenture remained unchanged. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company agreed among other things to issue them (i) an aggregate of 932,772 of the Company’s ordinary shares, nil par value per share (the "Consent Shares") and (ii) 5-year warrants to purchase an aggregate of 1,844,020 of the Company’s ordinary shares for $ 4 per share (the "Consent Warrants"). The Company filed a registration statement with the SEC covering resales of the Consent Shares and the shares issuable on exercise of the Consent Warrants. The fair value of Consent Shares not yet issued are included in accrued expenses and other current liabilities and the fair value of Consent Warrants is included in derivative liabilities within our condensed consolidated balance sheet. Changes in fair value are recognized within Other, net in the accompanying consolidated financial statements. On July 6, 2022, the Company received consents from the Consenting Holders of its Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to Indenture Amendments pursuant to the sixth supplemental indenture, dated as of July 6, 2022 (the "Sixth Supplemental Indenture"). The Sixth Supplemental Indenture includes a change to the amortization payment schedule of the Secured Notes from requiring semi-annual payments ranging from $ 12.1 million to $ 24.2 million beginning in April 2023, to requiring quarterly payments of $ 2.5 million beginning on July 15, 2024 and ending on July 15, 2025, with the remaining principal balance due on October 15, 2025, which will reduce expected amortization payments by $ 93.0 million over the next 36 months prior to the payment of the remaining principal balance at maturity. It removes the requirement that we maintain a cash reserve account for the benefit of holders of the Secured Notes, and adds a covenant that we maintain a minimum liquidity of at least $ 8.0 million, comprised of cash and certain other eligible investments, as of the end of each fiscal quarter. P rovides that 40% of the net cash proceeds from a sale of all or a material portion of our Alba business, subject to certain exceptions, will be applied to repay Senior Secured Notes and the remaining 60% may be used by us to fund operating expenses, capital expenditures and other investments permitted by the Sixth Supplemental Indenture. We have also agreed that the holders of the Secured Notes will be entitled to appoint an observer to our board of directors. In addition, the debt incurrence covenant in the indenture governing our Convertible Notes has been amended to reduce our ability to incur indebtedness under certain baskets by the amount of any repayment of the Secured Notes as described above. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company agreed among other things to issue them 5-year warrants to purchase an aggregate of 8,494,595 of the Company’s ordinary shares for $ 0.75 per share (the "Consent Warrants"). The Company plans to file a registration statement with the SEC covering resales of the shares issuable on exercise of the Consent Warrants. The new principal amortization schedule of the Secured Notes is as follows: Payment Date Amount July 15, 2024 $ 2,500 October 15, 2024 2,500 January 1, 2025 2,500 April 15, 2025 2,500 July 15, 2025 2,500 October 15, 2025 The principal balance then outstanding Royalty liability In connection with the three issuances of the Secured Notes as well as the December 2018 amendment of the related indenture, the Company has entered into royalty rights agreements, pursuant to which the Company has agreed to pay 3.4 % of the aggregate net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. The royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of MosaiQ consumables in the donor testing market in the European Union or the United States and will end on the last day of the calendar quarter in which the eighth anniversary of the first sale date occurs. The royalty rights agreements are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 "Debt" to be treated as debt. The future cash outflows under the royalty rights agreements were estimated at $ 71.8 million at June 30, 2022, and $ 76.8 million at March 31, 2022. The decrease in value of the future cash outflows under the royalty rights agreement at June 30, 2022, is driven by a change in the expected first date of sales to be made in Europe and the United States, to an earlier date, while not modifying our forecast for later periods. The royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the debt and royalty rights was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements and the principle on the Secured Notes is accounted for as debt discount and amortized through non-cash interest expense over the life of the Secured Notes. Estimating the future cash outflows under the royalty rights agreements requires the Company to make certain estimates and assumptions about future sales of MosaiQ products. These estimates of the magnitude and timing of MosaiQ sales are subject to significant variability due to the current status of development of MosaiQ products, and thus are subject to significant uncertainty. Therefore, the estimates are likely to change as the Company gains experience of marketing MosaiQ, which may result in future adjustments to the accretion of the interest expense and amortized cost based carrying value of the royalty liability. Convertible Notes On May 26, 2021 the Company issued $ 95.0 million aggregate principal amount of convertible senior notes and on June 2, 2021, the Company issued an additional $ 10.0 million aggregate principal amount of convertible senior notes in connection with the original $ 95.0 million (collectively the "Convertible Notes"). The Convertible Notes bear interest at an annual rate of 4.75 %. The Convertible Notes will mature on May 26, 2026 . Accrued interest of $ 635 and $ 469 is included in accrued expenses and other current liabilities in the accompanying consolidated financial statements at June 30, 2022 and June 30, 2021 respectively. At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $ 1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20") and ASC 815-40, Contracts in Entity’s Own Equity ("ASC 815-40"). Based upon the Company’s analysis, it was determined the Convertible Notes contain embedded features that need to be separately accounted for as a derivative liability component. The proceeds received from the issuance of the convertible debt instruments were bifurcated and recorded as a liability within derivative liabilities in the consolidated balance sheet. The convertible loan derivative is measured at fair value and changes are recognized within the accompanying consolidated financial statements within Other, net. The Company incurred approximately $ 3.7 million of debt issuance costs relating to the issuance of the Convertible Notes, which were recorded as a reduction to the Convertible Notes on the consolidated balance sheet, no ne of the issuance costs were attributable to the derivative component. The debt issuance costs and the debt discount are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest rate method. We determined the expected life of the debt is equal to the five-year term of the Convertible Notes. The effective interest rate on the Convertible Notes is 12.9 %. For the three month period ended June 30, 2022, the total interest expense was $ 2.6 million with coupon interest of $ 1.2 million and the amortization of debt discount and issuance costs of $ 1.4 million. For the three month period ended June 30, 2021, the total interest expense was $ 0.9 million with coupon interest of $ 0.5 million and the amortization of debt discount and issuance costs of $ 0.4 million. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Balance Sheet Detail | Note 4. Consolidated Balance Sheet Detail Inventory The following table summarizes inventory by category for the dates presented: June 30, March 31, Raw materials $ 9,873 $ 10,228 Work in progress 7,207 7,154 Finished goods 5,002 4,654 Total inventories $ 22,082 $ 22,036 Inventory at June 30, 2022 included $ 6,916 of raw materials, $ 4,511 of work in progress and $ 3,619 of finished goods related to the MosaiQ project. Inventory at March 31, 2022, included $ 6,761 of raw materials, $ 4,252 of work in progress and $ 2,758 of finished goods related to the MosaiQ project. Included in other accrued expenses at June 30, 2022, is $ 478 of projected losses on firm purchase commitments recorded in other accrued expenses. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: June 30, March 31, Accrued legal and professional fees $ 3,198 $ 1,254 Accrued interest 4,001 9,235 Goods received not invoiced 2,415 1,304 Accrued capital expenditure 318 193 Other accrued expenses 2,883 3,743 Total accrued expenses and other current liabilities $ 12,815 $ 15,729 |
Fair value measurement
Fair value measurement | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Note 5. Fair value measurement The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,911 $ — $ 24,911 Total assets measured at fair value $ — $ 24,911 $ — $ 24,911 Liabilities: Convertible loan derivatives (2) — 2,297 — 2,297 Debt related Consent Warrants (3) — 436 — 436 Debt related Consent Shares 15 — — 15 Total liabilities measured at fair value $ 15 $ 2,733 $ — $ 2,748 March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 Liabilities: Convertible loan derivatives (2) — 11,858 — 11,858 Debt related Consent Warrants (3) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. (3) The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. On March 12, 2021, the Company announced that two funds managed by CSAM in which the Company had invested an aggregate of approximately $ 110.35 million had suspended redemptions. The investments into these funds were made in accordance with the Company’s investment policy of making individual investments with a minimum of an A rating from a leading credit-rating agency. Each fund holds short-term credit obligations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because "certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation." CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $ 89.0 million. Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to default. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the Credit Suisse Supply Chain Finance Investment Grade Fund and the Credit Suisse (Lux) Supply Chain Finance Fund. Notably, Credit Suisse indicated that investors in the funds should assume losses will be incurred. Additionally on April 4, 2022, Credit Suisse indicated in its Annual General Meeting that they expected that litigation will be necessary to reinforce claims against individual debtors and insurance companies and recovery is not expected to occur over the next 12 months for one of our funds. Therefore, we determined that one of our two funds should be classified as long-term as of March 31, 2022 and we have maintained that classification in June 30, 2022. In the year-ended March 31, 2021, Credit Suisse’s decision to liquidate funds in which the Company held investments served as a trigger to evaluate the investments for impairment and each quarter the Company evaluates information from Credit Suisse to determine whether there are further triggering events. Through March 31, 2022, the Company recorded $ 3.3 million in impairments associated with these funds. We recorded $ 1.0 million in impairment expenses in the quarter ended June 30, 2022 based on information shared by Credit Suisse to CSAM investors on July 18, 2022, which included updated estimates of litigation costs incurred or to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. No impairment expense was recorded in the quarter ended June 30, 2021. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds, including recovery costs, should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The total unrealized gains on the short-term investments were $ 258 and $ 359 in the three month periods ended June 30, 2022 and June 30, 2021, respectively. The amount of these unrealized gains reclassified to earnings were $ 7 and $ 121 in the three month periods ended June 30, 2022 and June 30, 2021, respectively. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Ordinary and Preference Shares | Note 6. Ordinary and Preference Shares Ordinary shares The Company’s issued and outstanding ordinary shares were as follows: Shares Issued June 30, March 31, Par value Ordinary shares 135,683,559 102,611,397 $ — Total 135,683,559 102,611,397 $ — During the quarter ended June 30, 2022, the Company issued 32,458,336 ordinary shares in a public offering of shares at $ 0.30 per share. Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation June 30, March 31, June 30, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 34.18 $ 32.21 Total 666,665 666,665 The 7 % Cumulative Redeemable Preference shares were issued to Ortho-Clinical Diagnostics Finco S.A.R.L., an affiliate of Ortho on January 29, 2015 at a subscription price of $ 22.50 per share. These preference shares are redeemable at the request of the shareholder on the "Redemption Trigger Date" which is currently the date of the ninth anniversary of the date of issue of the preference shares, but the Company may further extend the redemption date in one year increments up to the tenth anniversary of the date of issue. Because the 7% Cumulative Redeemable Preference shares are redeemable at the option of the shareholders, they are shown as a liability in the unaudited condensed consolidated balance sheet. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 7. Share-Based Compensation The Company records share-based compensation expense in respect of options and restricted share units ("RSUs") issued under its share incentive plans. Share-based compensation expense amounted to $ 1,634 and $ 1,823 in the quarters ended June 30, 2022 and June 30, 2021, respectively. Share option activity The following table summarizes share option activity: Number Weighted Weighted Life Outstanding — March 31, 2022 2,850,548 $ 4.88 90 Granted 572,122 1.41 120 Exercised — — — Forfeited ( 394,436 ) 7.58 — Outstanding — June 30, 2022 3,028,234 $ 3.87 95 Exercisable — June 30, 2022 989,250 $ 6.45 61 The closing price of the Company’s ordinary shares on the Nasdaq Global Market at June 30, 2022 wa s $ 0.24 . The following table summarizes the options granted in the three month period ended June 30, 2022 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Exercise Price Ordinary Per Share April 1, 2022 504,882 $ 1.20 $ 1.20 $ 0.79 May 1, 2022 67,240 0.58 0.58 0.39 Determining the fair value of share options The fair value of each grant of share options was determined by the Company using the Black Scholes option pricing model. The total fair value of option awards in the three months ended June 30, 2022 and June 30, 2021 amounted to $ 0.4 and $ 2.4 million, respectively. Assumptions used in the option pricing models are discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected volatility . The expected volatility was based on the historical share price volatility of the Company’s shares over a period equal to the expected terms of the options. Fair value of ordinary shares. The fair value of ordinary shares is based on the share price of the Company’s shares on the Nasdaq Global Market immediately prior to the grant of the options concerned. Risk-Free Interest Rate. The risk-free interest rate is based on the 10-year U.S. Treasury rate at time of grant. Expected term. The expected term is determined after giving consideration to the contractual terms of the share-based awards, graded vesting schedules ranging from one to three years and expectations of future employee behavior as influenced by changes to the terms of its share-based awards. Expected dividend. According to the terms of the awards, the exercise price of the options is adjusted to take into account any dividends paid. As a result, dividends are not required as an input to the model, as these reductions in the share price are offset by a corresponding reduction in exercise price. A summary of the weighted-average assumptions applicable to the share options issued during the three month period ended June 30, 2022 is as follows: Risk-free interest rate 2.46 % Expected lives (years) 6 Volatility 73.96 % Dividend yield — Grant date fair value (per share) $ 1.13 Number granted 572,122 A summary of the RSUs in issue at June 30, 2022 is as follows: Number RSUs subject to time based vesting 2,265,195 RSUs subject to milestone and performance based vesting 2,173,500 At June 30, 2022, 2,265,195 RSUs were subject to time-based vesting and the weighted average remaining vesting period was 15 months. In addition, 24,552 RSUs were subject to vesting based on the achievement of various business milestones related mainly to the development, approval and marketing of MosaiQ. 2,148,948 RSUs were subject to vesting based on the achievement of financial objectives in the year 2024 and 2025 assuming a 100 % payout of applicable targets. If the maximum payout ratio of these awards were to be achieved of 150 %, 3,223,422 shares would be awarded. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended June 30 2022 2021 Income tax expense at statutory rate $ — $ — Tax rate change — ( 335 ) Foreign tax rate differential 746 583 Increase in valuation allowance against deferred ( 879 ) ( 918 ) Provision for income tax $ ( 133 ) $ ( 670 ) |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 3 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Defined Benefit Pension Plans | Note 9. Defined Benefit Pension Plans The Company’s Swiss subsidiary has a fully insured pension plan managed by AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended June 30 2022 2021 Employer service cost $ 706 $ 626 Interest cost 100 22 Expected return on plan assets ( 112 ) ( 76 ) Amortization of prior service credit 14 15 Amortization of net loss — — Net pension cost $ 708 $ 587 The employer contributions for the three month periods ended June 30, 2022 and 2021 were $ 485 and $ 398 , respectively. The estimated employer contributions for the fiscal year ending March 31, 2023 are $ 1,948 . |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss Per Share In accordance with Accounting Standards Codification Topic 260 "Earnings Per Share" , basic earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period, plus potential ordinary shares considered outstanding during the period, as long as the inclusion of such shares is not anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of share options (using the treasury shares method), the warrants to acquire ordinary shares, the ordinary shares issuable upon vesting of the RSUs, and the ordinary shares issuable on conversion of Convertible Notes. The following table sets forth the computation of basic and diluted loss per ordinary share: Quarter ended June 30 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 38,868 ) $ ( 27,292 ) Denominator: Weighted average ordinary shares outstanding 103,840,009 101,390,749 Assumed exercise of pre-funded warrants 751,831 — Weighted-average shares outstanding - basic and diluted 104,591,840 101,390,749 Loss per share - basic and diluted $ ( 0.37 ) $ ( 0.27 ) The 34,208,331 pre-funded warrants issued during the quarter ended June 30, 2022, are assumed to be exercised for the calculation of basic and diluted loss per share as the exercise price of $ 0.001 was deemed to be a non-substantive exercise price compared to the pre-funded cost of $ 0.299 per share and the fair value of our ordinary shares. These are treated as permanent equity for both basic and diluted earnings per share calculations. Pre-funded warrants are not included in shares outstanding in our statement of stockholders equity or balance sheet, however the proceeds have been included in the value of share capital therein. The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at June 30, 2022 and June 30, 2021 as their inclusion would have been anti-dilutive: June 30, June 30, Ordinary shares issuable on conversion of Convertible Notes 5.67 per share 18,518,514 18,518,514 Restricted share units awarded 4,438,695 2,196,595 Ordinary shares issuable on exercise of options to purchase ordinary 3,028,234 1,421,792 Ordinary shares issuable on exercise of warrants at $ 16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $ 9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of Consent Warrants at $ 4.00 per share 1,844,020 — Consent Shares not yet issued 64,330 — Total 28,069,318 22,312,426 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to further update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Restricted Cash | Restricted Cash Restricted cash comprised $ 8.0 million at June 30, 2022 and March 31, 2022, held in a cash reserve account pursuant to the indenture governing the Company’s 12 % Senior Secured Notes ("the Secured Notes") and $ 0.7 million held at June 30, 2022 and March 31, 2022, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Concentration of Credit Risks and Other Uncertainties | Concentration of Credit Risks and Other Uncertainties The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities , and determined that its investment in two of the funds were impaired. During the quarter ended June 30, 2022, we determined that a further impairment of $ 1.0 million was required related to litigation costs expected to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of June 30, 2022 and March 31, 2022. |
Revenue Recognition | Revenue Recognition In the three month period ended June 30, 2022, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2022, there were no other material revenues to be recognized in future periods related to remaining performance obligations at June 30, 2022. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2022 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. There have been no significant changes to these policies that have had a material impact on the Company's condensed consolidated financial statements and related notes |
Recently Adopted Accounting Pronouncements | Recently Issued Pronouncements There are no recently issued accounting sta ndards that are expected to have a material impact on our condensed consolidated financial statements |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt comprises: June 30, March 31, Secured Notes $ 132,917 $ 132,917 Debt discount, net of amortization ( 12,679 ) ( 13,854 ) Deferred debt costs, net of amortization ( 2,420 ) ( 2,678 ) Carrying value Secured Notes 117,818 116,385 Royalty liability 40,343 40,076 Convertible Notes 105,000 105,000 Debt discount, net of amortization ( 23,801 ) ( 24,968 ) Deferred debt costs, net of amortization ( 3,012 ) ( 3,180 ) Carrying value Convertible Notes 78,187 76,852 Total Debt $ 236,348 $ 233,313 |
Schedule of Principal Amortization Payments of Secured Notes | The new principal amortization schedule of the Secured Notes is as follows: Payment Date Amount July 15, 2024 $ 2,500 October 15, 2024 2,500 January 1, 2025 2,500 April 15, 2025 2,500 July 15, 2025 2,500 October 15, 2025 The principal balance then outstanding |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the dates presented: June 30, March 31, Raw materials $ 9,873 $ 10,228 Work in progress 7,207 7,154 Finished goods 5,002 4,654 Total inventories $ 22,082 $ 22,036 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: June 30, March 31, Accrued legal and professional fees $ 3,198 $ 1,254 Accrued interest 4,001 9,235 Goods received not invoiced 2,415 1,304 Accrued capital expenditure 318 193 Other accrued expenses 2,883 3,743 Total accrued expenses and other current liabilities $ 12,815 $ 15,729 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,911 $ — $ 24,911 Total assets measured at fair value $ — $ 24,911 $ — $ 24,911 Liabilities: Convertible loan derivatives (2) — 2,297 — 2,297 Debt related Consent Warrants (3) — 436 — 436 Debt related Consent Shares 15 — — 15 Total liabilities measured at fair value $ 15 $ 2,733 $ — $ 2,748 March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 Liabilities: Convertible loan derivatives (2) — 11,858 — 11,858 Debt related Consent Warrants (3) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. (3) The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Ordinary and Preference Shares
Ordinary and Preference Shares (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
7% Cumulative Redeemable Preference Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation June 30, March 31, June 30, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 34.18 $ 32.21 Total 666,665 666,665 |
Ordinary Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding ordinary shares were as follows: Shares Issued June 30, March 31, Par value Ordinary shares 135,683,559 102,611,397 $ — Total 135,683,559 102,611,397 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share Option Activity | The following table summarizes share option activity: Number Weighted Weighted Life Outstanding — March 31, 2022 2,850,548 $ 4.88 90 Granted 572,122 1.41 120 Exercised — — — Forfeited ( 394,436 ) 7.58 — Outstanding — June 30, 2022 3,028,234 $ 3.87 95 Exercisable — June 30, 2022 989,250 $ 6.45 61 |
Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value | The following table summarizes the options granted in the three month period ended June 30, 2022 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Exercise Price Ordinary Per Share April 1, 2022 504,882 $ 1.20 $ 1.20 $ 0.79 May 1, 2022 67,240 0.58 0.58 0.39 |
Summary of Weighted-Average Assumptions to Share Options Issued | A summary of the weighted-average assumptions applicable to the share options issued during the three month period ended June 30, 2022 is as follows: Risk-free interest rate 2.46 % Expected lives (years) 6 Volatility 73.96 % Dividend yield — Grant date fair value (per share) $ 1.13 Number granted 572,122 |
Summary of RSUs | A summary of the RSUs in issue at June 30, 2022 is as follows: Number RSUs subject to time based vesting 2,265,195 RSUs subject to milestone and performance based vesting 2,173,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the Income Tax Expenses at the Statutory Rate | A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended June 30 2022 2021 Income tax expense at statutory rate $ — $ — Tax rate change — ( 335 ) Foreign tax rate differential 746 583 Increase in valuation allowance against deferred ( 879 ) ( 918 ) Provision for income tax $ ( 133 ) $ ( 670 ) |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Schedule of Net Pension Costs | The Company’s Swiss subsidiary has a fully insured pension plan managed by AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended June 30 2022 2021 Employer service cost $ 706 $ 626 Interest cost 100 22 Expected return on plan assets ( 112 ) ( 76 ) Amortization of prior service credit 14 15 Amortization of net loss — — Net pension cost $ 708 $ 587 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Share Basic and Diluted | The following table sets forth the computation of basic and diluted loss per ordinary share: Quarter ended June 30 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 38,868 ) $ ( 27,292 ) Denominator: Weighted average ordinary shares outstanding 103,840,009 101,390,749 Assumed exercise of pre-funded warrants 751,831 — Weighted-average shares outstanding - basic and diluted 104,591,840 101,390,749 Loss per share - basic and diluted $ ( 0.37 ) $ ( 0.27 ) |
Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share | The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at June 30, 2022 and June 30, 2021 as their inclusion would have been anti-dilutive: June 30, June 30, Ordinary shares issuable on conversion of Convertible Notes 5.67 per share 18,518,514 18,518,514 Restricted share units awarded 4,438,695 2,196,595 Ordinary shares issuable on exercise of options to purchase ordinary 3,028,234 1,421,792 Ordinary shares issuable on exercise of warrants at $ 16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $ 9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of Consent Warrants at $ 4.00 per share 1,844,020 — Consent Shares not yet issued 64,330 — Total 28,069,318 22,312,426 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 12, 2021 Investment | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ 763,910 | $ 725,042 | |
Cash holdings and investment | 63,200 | ||
CSAM [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of short-term funds invested | Investment | 2 | ||
Impairment recognized, related to one of the short term funds invested | $ 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Apr. 15, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 8,724 | $ 8,744 | $ 8,306 | |
CSAM [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Impairment recognized, related to one of the short term funds invested | $ 1,000 | |||
Secured Notes [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Debt instrument, interest rate | 12% | 12% | ||
Security For Property Rental Obligations of Subsidiary [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 700 | 700 | ||
Senior Secured Notes Due 2023 [Member] | Cash Reserve Account Held by Collateral Agent [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 8,000 | $ 8,000 |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | May 26, 2021 |
Debt Instrument [Line Items] | |||
Secured Notes | $ 132,917 | $ 132,917 | |
Carrying value Secured Notes | 117,818 | 116,385 | |
Royalty liability | 40,343 | 40,076 | |
Convertible Notes | 105,000 | 105,000 | |
Carrying value Convertible Notes | 78,187 | 76,852 | |
Total Debt | 236,348 | 233,313 | |
Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (12,679) | (13,854) | |
Deferred debt costs, net of amortization | (2,420) | (2,678) | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (23,801) | (24,968) | |
Deferred debt costs, net of amortization | $ (3,012) | $ (3,180) | $ (3,700) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Oct. 15, 2025 | Jul. 06, 2022 | Oct. 13, 2021 | Jun. 02, 2021 | May 26, 2021 | Apr. 15, 2021 | May 15, 2019 | Jun. 29, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 15, 2025 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 14, 2016 | |
Debt Instrument [Line Items] | ||||||||||||||
Common stock, shares issued | 135,683,559 | 102,611,397 | ||||||||||||
Common stock, par value | ||||||||||||||
Exercise price of warrants | $ 0.001 | |||||||||||||
Accrued interest | $ 4,001,000 | $ 9,235,000 | ||||||||||||
Ordinary Shares [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock, shares issued | 135,683,559 | 102,611,397 | ||||||||||||
Common stock, par value | $ 0 | |||||||||||||
Par value per share | $ 0.24 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, issuance date | May 26, 2021 | |||||||||||||
Aggregate principal amount of notes issued | $ 10,000,000 | $ 95,000,000 | ||||||||||||
Debt instrument, interest rate | 4.75% | |||||||||||||
Maturity date | May 26, 2026 | May 26, 2026 | ||||||||||||
Debt instrument, conversion, description | At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. | |||||||||||||
Conversion rate of ordinary shares | 176.3668 | |||||||||||||
Conversion price per share | $ 1,000 | |||||||||||||
Debt issuance costs | $ 3,700,000 | $ 3,012,000 | $ 3,180,000 | |||||||||||
Issuance costs attributable to bifurcated derivative | $ 0 | |||||||||||||
Expected life of debt | 5 years | |||||||||||||
Debt instrument, effective interest rate | 12.90% | |||||||||||||
Interest expense debt | 2,600,000 | $ 900,000 | ||||||||||||
Coupon interest | 1,200,000 | 500,000 | ||||||||||||
Amortization of debt discount and issuance costs | 1,400,000 | 400,000 | ||||||||||||
Convertible Notes [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Accrued interest | $ 635,000 | $ 469,000 | ||||||||||||
Secured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, issuance date | Oct. 14, 2016 | |||||||||||||
Aggregate principal amount of notes available for issue | $ 84,000,000 | |||||||||||||
Aggregate principal amount of notes issued | $ 25,000,000 | $ 36,000,000 | ||||||||||||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Secured Notes on June 29, 2018. | |||||||||||||
Debt instrument, restrictive covenants | The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. | |||||||||||||
Debt instrument, percentage of repurchase price on change of control | 101% | |||||||||||||
Debt instrument, percentage of repurchase price on certain asset sales | 100% | |||||||||||||
Payment to cash reserve account held by collateral agent | $ 8,000,000 | 8,700,000 | ||||||||||||
Debt instrument date of first required payment, interest | Apr. 15, 2017 | |||||||||||||
Debt instrument date of first payment, principal | Apr. 15, 2021 | |||||||||||||
Debt instrument, interest rate | 12% | 12% | ||||||||||||
Debt instrument principal payment | $ 12,100,000 | |||||||||||||
Debt instrument indenture date | Oct. 14, 2016 | |||||||||||||
Debt instrument, maturity date, description | The Indenture Amendments included an 18-month extension of the final maturity of the Secured Notes to October 2025 and a revision of the Notes’ principal amortization schedule. | |||||||||||||
Debt instrument, redemption, description | The Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106% of par and declining over time to 100.0% for redemptions occurring from and after April 14, 2024. | |||||||||||||
Secured Notes [Member] | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument principal payment | $ 93,000,000 | $ 2,500,000 | ||||||||||||
Cash and other benefits reserved | $ 8,000,000 | |||||||||||||
Secured Notes [Member] | MosaiQ [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% | |||||||||||||
Estimated amount under royalty agreement | $ 71,800,000 | $ 76,800,000 | ||||||||||||
Secured Notes [Member] | From and After October 14, 2021 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption percentage | 106% | |||||||||||||
Secured Notes [Member] | From and After April 14, 2024 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption percentage | 100% | |||||||||||||
Secured Notes [Member] | Fourth Supplemental Indenture [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument indenture date | Oct. 13, 2021 | |||||||||||||
Secured Notes [Member] | Consent Shares [Member] | Ordinary Shares [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock, shares issued | 932,772 | |||||||||||||
Common stock, par value | $ 0 | |||||||||||||
Secured Notes [Member] | Consent Warrants [Member] | Ordinary Shares [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock, shares issued | 8,494,595 | 1,844,020 | ||||||||||||
Warrants duration | 5 years | |||||||||||||
Par value per share | $ 4 | |||||||||||||
Exercise price of warrants | $ 0.75 | |||||||||||||
Secured Notes [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount of notes available for issue | $ 145,000,000 | $ 120,000,000 | $ 120,000,000 | |||||||||||
Secured Notes [Member] | Maximum [Member] | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument principal payment | 24,200,000 | |||||||||||||
Secured Notes [Member] | Minimum [Member] | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument principal payment | $ 12,100,000 |
Debt - Schedule of Principal Am
Debt - Schedule of Principal Amortization Payments of Secured Notes (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
July 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | $ 2,500 |
October 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
January 1, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
April 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
July 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | $ 2,500 |
October 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | The principal balance then outstanding |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,873 | $ 10,228 |
Work in progress | 7,207 | 7,154 |
Finished goods | 5,002 | 4,654 |
Total inventories | $ 22,082 | $ 22,036 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Raw materials | $ 9,873 | $ 10,228 |
Work in progress | 7,207 | 7,154 |
Finished goods | 5,002 | 4,654 |
MosaiQ Project [Member] | ||
Raw materials | 6,916 | 6,761 |
Work in progress | 4,511 | 4,252 |
Finished goods | 3,619 | $ 2,758 |
Other accrued expenses | $ 478 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued legal and professional fees | $ 3,198 | $ 1,254 |
Accrued interest | 4,001 | 9,235 |
Goods received not invoiced | 2,415 | 1,304 |
Accrued capital expenditure | 318 | 193 |
Other accrued expenses | 2,883 | 3,743 |
Total accrued expenses and other current liabilities | $ 12,815 | $ 15,729 |
Fair value measurement - Summar
Fair value measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | |
Assets: | |||
Total assets measured at fair value | $ 24,911 | $ 24,778 | |
Liabilities: | |||
Total liabilities measured at fair value | 2,748 | 13,592 | |
Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 24,911 | 24,778 |
Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [2] | 2,297 | 11,858 |
Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [3] | 436 | 1,657 |
Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 15 | 77 | |
Level 1 [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 15 | 77 | |
Level 1 [Member] | Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 15 | 77 | |
Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 24,911 | 24,778 | |
Liabilities: | |||
Total liabilities measured at fair value | 2,733 | 13,515 | |
Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 24,911 | 24,778 |
Level 2 [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [2] | 2,297 | 11,858 |
Level 2 [Member] | Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [3] | $ 436 | $ 1,657 |
[1] The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Fair value measurement - Additi
Fair value measurement - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 12, 2021 USD ($) Investment | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unrealized gains on short-term investments | $ 258 | $ 359 | ||
Unrealized gains reclassified to earnings | 7 | $ 121 | ||
CSAM [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Number of short-term funds invested | Investment | 2 | |||
Aggregate investment in suspend redemptions | $ 110,350 | |||
Payments for (proceeds from) short-term investments | $ 89,000 | |||
Impairment expense | $ 1,000 | |||
Impairment of investments | $ 3,300 |
Ordinary and Preference Share_2
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||||
Ordinary shares, shares issued | 135,683,559 | 102,611,397 | ||
Ordinary shares, shares outstanding | 135,683,559 | 102,611,397 | ||
Ordinary shares, par value | ||||
Preference shares, shares issued | 666,665 | 666,665 | ||
Preference shares, shares outstanding | 666,665 | 666,665 | ||
7% Cumulative Redeemable Preference Shares [Member] | ||||
Class Of Stock [Line Items] | ||||
Preference shares, shares issued | 666,665 | 666,665 | ||
Preference shares, shares outstanding | 666,665 | 666,665 | ||
Liquidation amount per share | $ 34.18 | $ 32.21 | ||
Ordinary Shares [Member] | ||||
Class Of Stock [Line Items] | ||||
Ordinary shares, shares issued | 135,683,559 | 102,611,397 | ||
Ordinary shares, shares outstanding | 135,683,559 | 102,611,397 | 101,527,188 | 101,264,412 |
Ordinary shares, par value | $ 0 |
Ordinary and Preference Share_3
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
Ordinary and Preference Share_4
Ordinary and Preference Shares - Additional Information (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jan. 29, 2015 | |
Class Of Stock [Line Items] | |||
Preference share dividend percentage | 7% | 7% | |
Ordinary shares | 32,458,336 | ||
Ordinary share public offering | $ 0.30 | ||
7% Cumulative Redeemable Preference Shares [Member] | |||
Class Of Stock [Line Items] | |||
Subscriptions price, per share | $ 22.50 | ||
Preference share dividend percentage | 7% | 7% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,634 | $ 1,823 |
Total fair value of stock options granted | $ 400 | $ 2,400 |
Risk-free interest rate, Description | Risk-Free Interest Rate. The risk-free interest rate is based on the 10-year U.S. Treasury rate at time of grant. | |
Restricted Stock Units (RSUs) [Member] | Time Based Vesting [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 2,265,195 | |
Weighted average remaining vesting period | 15 months | |
Restricted Stock Units (RSUs) [Member] | Milestone Vesting [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 24,552 | |
Restricted Stock Units (RSUs) [Member] | Financial Objectives [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 2,148,948 | |
Payout of applicable targets of the shares | 100% | |
Maximum payout ratio | 150% | |
Maximum payout ratio of the awards | 3,223,422 | |
Employee Stock Option [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Ordinary Shares [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Company's closing share price | $ 0.24 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Share Options Outstanding, Beginning Balance | 2,850,548 | |
Number of Share Options Outstanding, Granted | 572,122 | |
Number of Share Options Outstanding, Forfeited | (394,436) | |
Number of Share Options Outstanding, Ending Balance | 3,028,234 | 2,850,548 |
Number of Share Options Outstanding, Exercisable | 989,250 | |
Weighted-Average Exercise Price, Beginning Balance | $ 4.88 | |
Weighted-Average Exercise Price, Granted | 1.41 | |
Weighted-Average Exercise Price, Forfeited | 7.58 | |
Weighted-Average Exercise Price, Ending Balance | 3.87 | $ 4.88 |
Weighted-Average Exercise Price, Exercisable | $ 6.45 | |
Weighted-Average Remaining Contractual Life, Outstanding | 95 months | 90 months |
Weighted-Average Remaining Contractual Life, Granted | 120 months | |
Weighted-Average Remaining Contractual Life, Exercisable | 61 months |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Detail) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options Granted | shares | 572,122 |
Exercise Price | $ 1.41 |
Ordinary Shares Fair Value Per Share at Grant Date | $ 1.13 |
April 1 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grant Date | Apr. 01, 2022 |
Number of Options Granted | shares | 504,882 |
Exercise Price | $ 1.20 |
Ordinary Shares Fair Value Per Share at Grant Date | 1.20 |
Per Share Intrinsic Value of Options | $ 0.79 |
May 1 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grant Date | May 01, 2022 |
Number of Options Granted | shares | 67,240 |
Exercise Price | $ 0.58 |
Ordinary Shares Fair Value Per Share at Grant Date | 0.58 |
Per Share Intrinsic Value of Options | $ 0.39 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Weighted-Average Assumptions to Share Options Issued (Detail) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 2.46% |
Expected lives (years) | 6 years |
Volatility | 73.96% |
Grant date fair value (per share) | $ / shares | $ 1.13 |
Number granted | shares | 572,122 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Jun. 30, 2022 shares | |
Time Based Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 2,265,195 |
Weighted Average Remaining Vesting Period (Months) | 15 months |
Milestone and Performance Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 2,173,500 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Income Tax Expenses at the Statutory Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax rate change | $ 0 | $ (335) |
Foreign tax rate differential | 746 | 583 |
Increase in valuation allowance against deferred tax assets | (879) | (918) |
Provision for income tax | $ (133) | $ (670) |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Schedule of Net Pension Costs (Detail) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Employer service cost | $ 100 | $ 22 |
Interest cost | 112 | 76 |
Expected return on plan assets | (14) | (15) |
Amortization of prior service credit | $ 0 | $ 0 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 485 | $ 398 | |
Scenario, Forecast [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 1,948 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||
Net loss available to ordinary shareholders - basic | $ (38,868) | $ (27,292) |
Net loss available to ordinary shareholders - diluted | $ (38,868) | $ (27,292) |
Denominator: | ||
Weighted average ordinary shares outstanding | 103,840,009 | 101,390,749 |
Assumed exercise of pre-funded warrants | 751,831 | 0 |
Weighted-average shares outstanding - basic | 104,591,840 | 101,390,749 |
Weighted-average shares outstanding - diluted | 104,591,840 | 101,390,749 |
Loss per share - basic | $ (0.37) | $ (0.27) |
Loss per share - diluted | $ (0.37) | $ (0.27) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Earnings Per Share [Abstract] | |
Pre-funded warrants | shares | 34,208,331 |
Exercise price of warrants | $ 0.001 |
Pre Funded Cost Per Share | $ 0.299 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 28,069,318 | 22,312,426 |
Conversion of Senior Convertible Notes At $5.67 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 18,518,514 | 18,518,514 |
Exercise Of Options To Purchase Ordinary Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 3,028,234 | 1,421,792 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 4,438,695 | 2,196,595 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 111,525 | 111,525 |
Exercise Of Warrants At $9.375 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 64,000 | 64,000 |
Exercise Of Consent Warrants At $4.00 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,844,020 | |
Consent Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 64,330 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants | $ 0.001 | |
Conversion of Senior Convertible Notes At $5.67 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants | 5.67 | $ 5.67 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants | 16.14 | 16.14 |
Exercise Of Warrants At $9.375 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants | 9.375 | 9.375 |
Exercise Of Consent Warrants At $4.00 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants | $ 4 | $ 4 |