Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | QTNT | |
Entity Registrant Name | Quotient Ltd | |
Entity Central Index Key | 1,596,946 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,503,784 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 18,999 | $ 44,100 |
Trade accounts receivable, net | 3,950 | 2,269 |
Inventories | 13,403 | 12,584 |
Prepaid expenses and other current assets | 4,191 | 2,780 |
Total current assets | 40,543 | 61,733 |
Property and equipment, net | 60,486 | 57,115 |
Intangible assets, net | 838 | 902 |
Total assets | 101,867 | 119,750 |
Current liabilities: | ||
Accounts payable | 8,183 | 7,286 |
Accrued compensation and benefits | 3,042 | 3,294 |
Accrued expenses and other current liabilities | 9,133 | 9,180 |
Current portion of long-term debt | 7,000 | 1,000 |
Current portion of lease incentive | 436 | 439 |
Current portion of capital lease obligation | 122 | 152 |
Total current liabilities | 27,916 | 21,351 |
Long-term debt, less current portion | 22,416 | 27,910 |
Lease incentive, less current portion | 1,090 | 1,316 |
Capital lease obligation, less current portion | 1,530 | 1,723 |
Defined benefit pension plan obligation | 4,733 | 4,502 |
Total liabilities | 74,435 | 73,027 |
Commitments and contingencies | ||
Shareholders' equity | ||
Additional paid in capital | 13,645 | 11,664 |
Accumulated other comprehensive loss | (16,673) | (12,623) |
Accumulated deficit | (141,825) | (108,232) |
Total shareholders' equity | 27,432 | 46,723 |
Total liabilities and shareholders' equity | 101,867 | 119,750 |
7% Cumulative Redeemable Preference Shares [Member] | ||
Current liabilities: | ||
Preferred stock value | 16,750 | 16,225 |
Ordinary Shares [Member] | ||
Shareholders' equity | ||
Common stock value | $ 172,285 | $ 155,914 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Mar. 31, 2016 | |
Common stock, par value | ||
Common stock, shares issued | 29,501,384 | 25,408,950 |
Common stock, shares outstanding | 29,501,384 | 25,408,950 |
7% Cumulative Redeemable Preference Shares [Member] | ||
Dividend percentage | 7.00% | 7.00% |
Ordinary Shares [Member] | ||
Common stock, par value | ||
Common stock, shares issued | 29,501,384 | 25,408,950 |
Common stock, shares outstanding | 29,501,384 | 25,408,950 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Product sales | $ 4,844 | $ 4,273 | $ 10,561 | $ 9,123 |
Other revenues | 1,300 | 1,300 | ||
Total revenue | 6,144 | 4,273 | 11,861 | 9,123 |
Cost of revenue | (2,761) | (2,124) | (5,852) | (4,875) |
Gross profit | 3,383 | 2,149 | 6,009 | 4,248 |
Operating expenses: | ||||
Sales and marketing | (1,273) | (774) | (2,530) | (1,432) |
Research and development, net of government grants | (14,495) | (8,381) | (26,296) | (15,191) |
General and administrative expense: | ||||
Compensation expense in respect of share options and management equity incentives | (1,083) | (477) | (1,981) | (814) |
Other general and administrative expenses | (4,043) | (5,488) | (9,091) | (10,275) |
Total general and administrative expense | (5,126) | (5,965) | (11,072) | (11,089) |
Total operating expense | (20,894) | (15,120) | (39,898) | (27,712) |
Operating loss | (17,511) | (12,971) | (33,889) | (23,464) |
Other income (expense): | ||||
Interest expense, net | (1,213) | (1,061) | (2,384) | (1,858) |
Change in financial liability for share warrants | 10,256 | 12,027 | ||
Other, net | 1,366 | (657) | 2,680 | (1,292) |
Other income, net | 153 | 8,538 | 296 | 8,877 |
Loss before income taxes | (17,358) | (4,433) | (33,593) | (14,587) |
Net loss | (17,358) | (4,433) | (33,593) | (14,587) |
Other comprehensive income (loss): | ||||
Change in fair value of effective portion of foreign currency cash flow hedges | 29 | (17) | (234) | 209 |
Foreign currency gain (loss) | (594) | (1,561) | (3,903) | 1,194 |
Provision for pension benefit obligation | 46 | 87 | (1,747) | |
Other comprehensive loss, net | (519) | (1,578) | (4,050) | (344) |
Comprehensive loss | (17,877) | (6,011) | (37,643) | (14,931) |
Net loss available to ordinary shareholders - basic and diluted | $ (17,358) | $ (4,433) | $ (33,593) | $ (14,587) |
Loss per share - basic and diluted | $ (0.62) | $ (0.25) | $ (1.25) | $ (0.85) |
Weighted-average shares outstanding - basic and diluted | 28,123,334 | 17,416,674 | 26,774,378 | 17,222,221 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 6 months ended Sep. 30, 2016 - 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, 2016 | $ 46,723 | $ 155,914 | $ 11,664 | $ (12,623) | $ (108,232) |
Beginning balance, Shares at Mar. 31, 2016 | 25,408,950 | 25,408,950 | |||
Issue of shares , net of issue costs, Amount | $ 16,362 | $ 16,362 | |||
Issue of shares, net of issue costs, Shares | 3,220,000 | ||||
Exercise of pre-funded warrants, Amount | 9 | $ 9 | |||
Exercise of pre-funded warrants, Shares | 850,000 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 22,434 | ||||
Net loss | (33,593) | (33,593) | |||
Change in fair value of effective portion of foreign currency cash flow hedges | (234) | (234) | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra- entity balances | 6,609 | 6,609 | |||
Retranslation of foreign entities | (10,512) | (10,512) | |||
Provision for pension benefit obligation | 87 | 87 | |||
Other comprehensive loss, net | (4,050) | (4,050) | |||
Stock-based compensation | 1,981 | 1,981 | |||
Ending balance at Sep. 30, 2016 | $ 27,432 | $ 172,285 | $ 13,645 | $ (16,673) | $ (141,825) |
Ending balance, Shares at Sep. 30, 2016 | 29,501,384 | 29,501,384 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 6 Months Ended |
Sep. 30, 2016USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issue of shares, issue costs | $ 1,348 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (33,593) | $ (14,587) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,641 | 907 |
Share-based compensation | 1,981 | 814 |
Amortization of lease incentive | (217) | (222) |
Swiss pension obligation | 344 | |
Amortization of deferred debt issue costs | 506 | 1,056 |
Accrued preference share dividends | 525 | 525 |
Change in financial liability for share warrants | (12,027) | |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | (1,870) | (287) |
Inventories | (1,333) | (1,125) |
Accounts payable and accrued liabilities | 1,614 | 233 |
Accrued compensation and benefits | 10 | (958) |
Other assets | (1,629) | (832) |
Net cash used in operating activities | (29,021) | (26,503) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,427) | (14,063) |
Purchase of intangible assets | (65) | |
Net cash used in investing activities | (9,492) | (14,063) |
FINANCING ACTIVITIES: | ||
Proceeds from (repayment of) finance leases | (81) | 126 |
Proceeds from drawdown of new debt, net of costs | 14,297 | |
Proceeds from issuance of ordinary shares | 16,371 | 13,352 |
Net cash generated from financing activities | 16,290 | 27,775 |
Effect of exchange rate fluctuations on cash and cash equivalents | (2,878) | 922 |
Change in cash and cash equivalents | (25,101) | (11,869) |
Beginning cash and cash equivalents | 44,100 | 37,525 |
Ending cash and cash equivalents | 18,999 | 25,656 |
Supplemental cash flow disclosures: | ||
Interest paid | $ 2,391 | $ 789 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Sep. 30, 2016 | |
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 adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. The March 31, 2016 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, 2016 included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the six month period ended September 30, 2016 are not necessarily indicative of the results of operations that may be expected for the year ending March 31, 2017 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 $141.8 million as of September 30, 2016. At September 30, 2016, the Company had cash holdings of $19.0 million. substantial doubt about its ability to continue as a going concern. The TM On October 14, 2016, the Company issued $84.0 million of 12% Senior Secured Notes due 2023 (the “Notes”) with net proceeds of approximately $79.0 million after deducting issuance expenses. The Company deposited $5.0 million in a cash reserve account representing six-months of scheduled interest and also repaid the borrowings under its secured credit facility with MidCap Financial Trust, which amounted to $33.5 million including fees and expenses. The Company expects to issue a further $36.0 million of the Notes upon the public announcement of successful field trial results for the MosaiQ TM However, there can be no assurance the Company will be able to successfully complete such field trials and receive the expected proceeds from such issuance when necessary. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2016 and March 31, 2016, all cash and cash equivalents comprised readily accessible cash balances except for $315 at September 30, 2016 and $317 at March 31, 2016 held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Movements in the allowance for doubtful accounts are recorded in General and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. In determining these percentages, the Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms. Concentration of Credit Risks and Other Uncertainties The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Derivative instruments, consisting entirely of foreign exchange contracts, are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the agreements relating to the Company’s derivative instruments consist of large financial institutions of high credit standing. The Company’s main financial institutions for banking operations hold all of the Company’s cash and cash equivalents as of September 30, 2016 and at March 31, 2016. The Company’s accounts receivable are derived from net revenue to customers and distributors located in the United States and other countries. The Company performs credit evaluations of its customers’ financial condition. The Company provides reserves for potential credit losses but has not experienced significant losses to date. There was one customer whose accounts receivable balance represented 10% or more of total accounts receivable, net, as of September 30, 2016 and March 31, 2016. This customer represented 72% and 58% of the accounts receivable balances as of September 30, 2016 and March 31, 2016, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one direct customer that accounted for 10% or more of total product sales for the six month periods ended September 30, 2016 and September 30, 2015. This customer represented 59% of total product sales for the six month period September 30, 2016 and 57% for the six month period ended September 30, 2015. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximized the use of observable inputs and minimized the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 6, “Commitment and Contingencies,” for information and related disclosures regarding the Company’s fair value measurements. Inventory Inventory is stated at the lower of standard cost (which approximates actual cost) or market, with cost determined on the first-in-first-out method. Accordingly, allocation of fixed production overheads to conversion costs is based on normal capacity of production. Abnormal amounts of idle facility expense, freight, handling costs and spoilage are expensed as incurred and not included in overhead. No stock-based compensation cost was included in inventory as of September 30, 2016 and March 31, 2016. Property and Equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets as follows: • Land—not depreciated. • Plant, machinery and equipment—4 to 25 years; • Leasehold improvements—the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. Intangible Assets and Goodwill Intangible assets related to product licenses are recorded at cost, less accumulated amortization. Intangible assets related to technology and other intangible assets acquired in acquisitions are recorded at fair value at the date of acquisition, less accumulated amortization. Intangible assets are amortized over their estimated useful lives, on a straight-line basis as follows: Customer relationships—5 years Brands associated with acquired cell lines—40 years Product licenses—10 years Other intangibles assets—7 years The Company reviews its intangible assets for impairment and conducts an impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. No impairment losses have been recorded in either of the six month periods ended September 30, 2016 or September 30, 2015. Revenue Recognition The Company recognizes revenue from product sales when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Customers have no right of return except in the case of damaged goods. The Company has not experienced any significant returns of its products. Shipping and handling costs are expensed as incurred and included in cost of product sales. In those cases where the Company bills shipping and handling costs to customers, the amounts billed are classified as revenue. The Company enters into revenue arrangements that may consist of multiple deliverables of its products and services. The terms of these arrangements may include non-refundable upfront payments, milestone payments, other contingent payments and royalties on any product sales derived on collaboration. Up-front fees received in connection with collaborative agreements are deferred upon receipts, are not considered a separate unit of accounting and are recognized as revenues over the relevant performance periods. Revenues related to research and development services included in a collaboration agreement are recognized as research and services are performed over the related performance periods for each contract. A payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. In June 2013, the Company entered into an agreement with Ortho-Clinical Diagnostics Inc. (“OCD”) to develop a range of rare antisera products. This agreement was amended in August 2016. Under the terms of the amended agreement, the Company is entitled to receive a milestone payment of $1,300 related to the completion of the CE marking of the products for use on OCD’s automation platforms, milestone payments totaling $1,400 upon the receipt of FDA approval of the rare antisera products and a milestone payment of $1,500 upon the updating of the FDA approval to cover use of the products on OCD’s automation platforms. In the quarter ended September 30, 2016, the Company recognized milestone revenue of $1,300 related to the completion of the CE marking of the products for use on OCD’s automation platforms. In January 2015, the Company entered into a supply and distribution agreement with OCD related to the commercialization and distribution of certain MosaiQ TM TM Research and Development Research and development expenses consist of costs incurred for company-sponsored and collaborative research and development activities. These costs include direct and research-related overhead expenses. The Company expenses research and development costs, including the expenses for research under collaborative agreements, as such costs are incurred. Where government grants or tax credits are available, the income concerned is included as a credit against the related expense. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Comprehensive Loss. In determining fair value of the stock-based compensation payments, the Company uses the Black–Scholes model and a single option award approach for share options and a barrier option pricing model for multi-year performance based restricted share units (“MRSUs”), both of which require the input of subjective assumptions. These assumptions include: the fair value of the underlying share, estimating the length of time employees will retain their awards before exercising them (expected term), the estimated volatility of the Company’s ordinary shares price over the expected term (expected volatility), risk-free interest rate (interest rate), expected dividends and the number of shares subject to awards that will ultimately not complete their vesting requirements (forfeitures). Pension Obligation The Company maintains a pension plan covering employees in Switzerland pursuant to the requirements of Swiss pension law. Certain aspects of the plan require that it be accounted for as a defined benefit plan pursuant to Accounting Standards Codification Topic, 715 Compensation – Retirement Benefits The Company uses an actuarial valuation to determine its pension benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates and expected return on plan assets. Details of the assumptions used to determine the net funded status are set out in the notes to the Company’s March 31, 2016 financial statements. The Company’s pension plan assets are assigned to their respective levels in the fair value hierarchy in accordance with the valuation principles described in the ‘‘Fair Value of Financial Instruments’’ section above. The Swiss pension arrangements were in place at March 31, 2015, but given the limited number of plan members, the accounting provisions of ASC 715 were not applied in the year ended March 31, 2015 or in the amounts originally reported for the six month period ended September 30, 2015. During the quarter ended March 31, 2016, the Company began to apply the accounting provisions of ASC 715 for its Swiss pension arrangements to account for the arrangements as a defined benefit plan. The Company’s Condensed Consolidated Statements of Comprehensive Loss have been adjusted for the six month period ended September 30, 2015 to reflect the adoption of the provisions of ASC 715 with effect from April 1, 2015. The impact of this adjustment is the inclusion of a pension benefit obligation provision amounting to $1,747 in Other comprehensive income (loss) for the six month period ended September 30, 2015 where an amount for this provision was not previously reported. Therefore, there are consequent changes of $1,747 to Other comprehensive income (loss), net and Comprehensive loss for the previously reported six month period. This adjustment had no impact on the results of operations or liquidity for the six month period ended September 30, 2015. Debt Issuance Costs On September 30, 2015, the Company elected to adopt early the requirements of Accounting Standards Update 2015-03, Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. In view of the refinancing of the Company’s secured credit facility on August 3, 2015 (see note 4), the Company believed that it was preferable to adopt this presentation in the year of refinancing in order to reflect more accurately the assets of the Company and the substance of the financing arrangements. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,553 $ (2,553 ) $ — — Brands associated with acquired cell lines 527 (120 ) 407 30.9 years Product licenses 740 (309 ) 431 5.8 years Other intangibles 166 (166 ) — — Total $ 3,986 $ (3,148 ) $ 838 18.0 years March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,829 $ (2,829 ) $ — — Brands associated with acquired cell lines 583 (125 ) 458 31.4 years Product licenses 748 (304 ) 444 5.9 years Other intangibles 184 (184 ) — — Total $ 4,344 $ (3,442 ) $ 902 18.9 years |
Debt
Debt | 6 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt Long-term debt comprises: September 30, 2016 March 31, 2016 Total debt $ 30,000 $ 30,000 Less current portion (7,000 ) (1,000 ) Long-term debt $ 23,000 $ 29,000 Fee due on final repayment of facility 1,950 1,350 Deferred debt costs, net of amortization (1,841 ) (1,534 ) Fair value of associated share warrant, net of amortization (693 ) (906 ) $ 22,416 $ 27,910 On August 3, 2015, the Company drew down $30,000 under a new secured credit facility agreement with MidCap Financial Trust. The facility was repayable over a four year period with no repayments until March 1, 2017 when the first of 30 equal monthly repayments was due. If the Company achieved CE Mark approvals for the MosaiQ TM At September 30, 2016, the outstanding debt is repayable as follows: Within 1 year $ 7,000 Between 1 and 2 years 12,000 Between 2 and 3 years 11,000 Total debt $ 30,000 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 6 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Balance Sheet Detail | Note 5. Consolidated Balance Sheet Detail Inventory The following table summarizes inventory by category for the dates presented: September 30, 2016 March 31, 2016 Raw materials $ 8,836 $ 8,693 Work in progress 3,097 2,266 Finished goods 1,470 1,625 Total inventories $ 13,403 $ 12,584 Inventory at September 30, 2016, included $7,327 of raw materials and $1,429 of work in progress related to the MosaiQ TM TM Property and equipment The following table summarizes property and equipment by categories for the dates presented: September 30, 2016 March 31, 2016 Land $ 1,336 $ 1,480 Plant and machinery 45,104 42,375 Leasehold improvements 24,514 19,440 Total property and equipment 70,954 63,295 Less: accumulated depreciation (10,468 ) (6,180 ) Total property and equipment, net $ 60,486 $ 57,115 Depreciation expenses were $2,251 and $491 in the quarters ended September 30, 2016 and September 30, 2015, respectively, and $4,430 and $867 in the six month periods ended September 30, 2016 and September 30, 2015 respectively. Accrued compensation and benefits Accrued compensation and benefits consist of the following: September 30, 2016 March 31, 2016 Salary and related benefits $ 863 $ 113 Accrued vacation 256 351 Accrued payroll taxes 723 830 Accrued incentive payments 1,200 2,000 Total accrued compensation and benefits $ 3,042 $ 3,294 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2016 March 31, 2016 Accrued legal and professional fees $ 936 $ 102 Accrued interest 217 225 Goods received not invoiced 1,126 911 Accrued capital expenditure 1,960 2,253 Accrued development expenditure 2,603 3,533 Other accrued expenses 2,291 2,156 Total accrued expenses and other current liabilities $ 9,133 $ 9,180 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Government Grant In 2008, the Company was awarded research and development grant funding from Scottish Enterprise amounting to £1,791, for the development of MosaiQ TM Hedging arrangements The Company’s subsidiary in the United Kingdom (“UK”) has entered into three forward exchange contracts to sell $500 and purchase pounds sterling at £1:$1.50 in each calendar month through December 2016 as a hedge of its U.S. dollar denominated revenues and has entered into a further six contracts to sell $500 and purchase pounds sterling at £1:$1.40 in each calendar month from January 2017 through June 2017. 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: September 30, 2016 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 6,960 $ — $ 6,960 Total assets measured at fair value $ — $ 6,960 $ — $ 6,960 September 30, 2016 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (2) $ — $ 424 $ — $ 424 Total liabilities measured at fair value $ — $ 424 $ — $ 424 March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 4,455 $ — $ 4,455 Total assets measured at fair value $ — $ 4,455 $ — $ 4,455 March 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (2) $ — $ 190 $ — $ 190 Total liabilities measured at fair value $ — $ 190 $ — $ 190 (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 Swiss Life collective investment fund. See Note 9, "Defined Benefit Pension Plans". (2) The fair value of foreign currency forward contracts has been determined by calculating the present value of future cash flows, estimated using market-based observable inputs including forward and spot exchange rates and interest rate curves obtained from third party market price quotations. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 6 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Ordinary and Preference Shares | Note 7. Ordinary and Preference Shares Ordinary Shares The Company’s issued and outstanding ordinary shares were as follows: Shares Issued and Outstanding September 30, 2016 March 31, 2016 Par value Ordinary shares 29,501,384 25,408,950 $ — Total 29,501,384 25,408,950 $ — Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued and Outstanding Liquidation amount per share September 30, 2016 March 31, 2016 September 30, 2016 March 31, 2016 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 25.13 $ 24.34 Total 666,665 666,665 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 8. Share-Based Compensation The Company records share-based compensation expense in respect of options, multi-year performance based restricted share units (“MRSUs”) and restricted share units (“RSUs”) issued under its share incentive plans. Share-based compensation expense amounted to $1,981 and $814 in the six month periods ended September 30, 2016 and September 30, 2015, respectively. Share option activity The following table summarizes share option activity: Number of Share Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual (Months) Outstanding — March 31, 2016 1,589,938 $ 7.86 96 Granted 225,950 11.64 120 Exercised — — — Forfeited (9,220 ) 12.25 — Outstanding — September 30, 2016 1,806,668 $ 8.31 93 Exercisable —September 30, 2016 1,058,508 $ 5.91 86 The closing price of the Company’s ordinary shares on The NASDAQ Global Market on September 30, 2016 was $7.82. The following table summarizes the options granted in the current financial year with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value: Grant Date Number of Options Granted Exercise Price Ordinary Shares Fair Value Per Share at Grant Date Per Share Intrinsic Value of Options June 1, 2016 214,700 $ 11.92 $ 11.92 $ 4.86 August 10, 2016 11,250 $ 6.38 $ 6.38 $ 2.88 Determining the fair value of share incentive awards The fair value of each share incentive grant was determined by the Company using the Black-Scholes options pricing model. 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 volatilities of a number of the Company’s publicly listed peers over a period equal to the expected terms of the options as the Company did not have a sufficient trading history to use the volatility of its own ordinary shares. Fair value of ordinary shares. The fair value of the ordinary shares is based upon the closing price of the Company’s shares on The NASDAQ Global Market on the last trading day prior to the date of grant. Risk-Free Interest Rate. The risk-free interest rate is based on the US Treasury 10-year bond yield in effect at the 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 assumptions applicable to the share options issued in the current financial year is as follows: June 1, 2016 August 10, 2016 Risk-free interest rate 1.83 % 1.55 % Expected lives (years) 3 3 Volatility 59.10 % 66.90 % Dividend yield — — Grant date fair value (per share) $ 11.92 $ 6.38 Number granted 214,700 11,250 The Company awarded 142,000 MRSUs on June 1, 2016. These MRSUs will vest if the volume weighted average price of the Company’s ordinary shares exceeds $40 for a continuous twenty day period between April 1, 2018 and December 31, 2018. The Company determined the grant date fair value of the MRSUs using a barrier option pricing model with the same grant date fair value per share, risk free interest rate, volatility and dividend yield assumptions as the options awarded on the same date. This resulted in a grant date fair value of $4.34 per MRSU on June 1, 2016. On June 1, 2016, the Company issued 165,000 RSUs and, on August 10, 2016, the Company issued an additional 50,000 RSUs which, in each case, will vest if specific sales performance targets are met prior to December 31, 2022. The Company expects these performance targets to be met and share based compensation expense is being recognized on these awards over the period to the date when the sales performance targets are expected to be achieved. In addition, on June 1, 2016, the Company issued 39,800 RSUs which vest over a three year period from the date of grant and on September 4, 2016, the Company issued 15,226 RSUs which vest over a two year period from the date of grant. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 6 Months Ended |
Sep. 30, 2016 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | |
Defined Benefit Pension Plans | Note 9. Defined Benefit Pension Plans The Company’s Swiss subsidiary has a fully insured pension plan managed by Swiss Life. The costs of this plan were: Quarter ended Six months ended September 30, September 30, 2016 2015 2016 2015 Employer service cost $ 341 $ 120 $ 685 $ 240 Interest cost 10 6 20 12 Expected return on plan assets (16 ) (6 ) (31 ) (12 ) Amortization of actuarial (gains) losses 43 — 87 — Net pension cost for the year $ 378 $ 120 $ 761 $ 240 The employer contributions for the six month periods ended September 30, 2016 and 2015 were $417 and $240, respectively. The estimated employer contributions for the fiscal year ending March 31, 2017 are $658. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss Per Share In accordance with ASC 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 and the ordinary shares issuable upon vesting of the MRSUs and RSUs. The following table sets forth the computation of basic and diluted earnings per ordinary share. Quarter ended Six months ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net loss $ (17,358 ) $ (4,433 ) $ (33,593 ) $ (14,587 ) Net loss available to ordinary shareholders - basic and diluted $ (17,358 ) $ (4,433 ) $ (33,593 ) $ (14,587 ) Denominator: Weighted-average shares outstanding - basic and diluted 28,123,334 17,416,674 26,774,378 17,222,221 Loss per share - basic and diluted $ (0.62 ) $ (0.25 ) $ (1.25 ) $ (0.85 ) The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at September 30, 2016 and September 30, 2015 as their inclusion would have been anti-dilutive. September 30, 2016 September 30, 2015 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,806,668 1,544,244 Restricted share units awarded, including the multi-year performance related restricted share units 627,287 219,367 Ordinary shares issuable on exercise of warrants at $16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $9.37 per share 64,000 64,000 Ordinary shares issuable on exercise of warrants at $8.80 per share — 2,424,416 Ordinary shares issuable on exercise of pre-funded warrants at $0.01 per share — 850,000 2,609,480 5,213,552 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On October 14, 2016, the Company completed the private placement of up to $120 million aggregate principal amount of 12% Senior Secured Notes due 2023 and entered into an indenture governing the Notes with the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent. The obligations of the Company under the indenture and the Notes are unconditionally guaranteed on a secured basis by the guarantors, which include all the Company’s subsidiaries, and the indenture governing the 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. The Company issued $84 million aggregate principal amount of the Notes on October 14, 2016 and, so long as no event of default has occurred, the Company will issue an additional $36 million aggregate principal amount of the Notes upon public announcement of field trial results for the MosaiQ™ IH Microarray that demonstrates greater than 99% concordance for the detection of blood group antigens and greater than 95% concordance for the detection of blood group antibodies when compared to predicate technologies for a pre-defined set of blood group antigens and antibodies. The estimated net proceeds from the offering completed on October 14, 2016 are expected to be approximately $79 million after deducting estimated offering expenses and the Company paid $5 million of the net proceeds into the cash reserve account maintained with the collateral agent under the terms of the indenture. On October 14, 2016, the Company used a portion of the net proceeds to repay all outstanding obligations under its existing secured credit facility with MidCap Financial Trust which amounted to $33.5 million including fees and expenses Interest on the 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. Commencing on April 15, 2019, the Company will also pay an installment of principal of the notes on each April 15 and October 15 until October 15, 2023 pursuant to a fixed amortization schedule. In connection with the offering on October 14, 2016, the Company entered into royalty rights agreements, pursuant to which the Company sold to the note purchasers in the offering, the right to receive an aggregate payment equal to 2.0% 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 royalty will be payable beginning on the date that the Company or its affiliates enters into a contract for the sale of instruments or 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 contract date occurs |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2016 and March 31, 2016, all cash and cash equivalents comprised readily accessible cash balances except for $315 at September 30, 2016 and $317 at March 31, 2016 held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Movements in the allowance for doubtful accounts are recorded in General and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. In determining these percentages, the Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms. |
Concentration of Credit Risks and Other Uncertainties | Concentration of Credit Risks and Other Uncertainties The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Derivative instruments, consisting entirely of foreign exchange contracts, are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the agreements relating to the Company’s derivative instruments consist of large financial institutions of high credit standing. The Company’s main financial institutions for banking operations hold all of the Company’s cash and cash equivalents as of September 30, 2016 and at March 31, 2016. The Company’s accounts receivable are derived from net revenue to customers and distributors located in the United States and other countries. The Company performs credit evaluations of its customers’ financial condition. The Company provides reserves for potential credit losses but has not experienced significant losses to date. There was one customer whose accounts receivable balance represented 10% or more of total accounts receivable, net, as of September 30, 2016 and March 31, 2016. This customer represented 72% and 58% of the accounts receivable balances as of September 30, 2016 and March 31, 2016, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one direct customer that accounted for 10% or more of total product sales for the six month periods ended September 30, 2016 and September 30, 2015. This customer represented 59% of total product sales for the six month period September 30, 2016 and 57% for the six month period ended September 30, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximized the use of observable inputs and minimized the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 6, “Commitment and Contingencies,” for information and related disclosures regarding the Company’s fair value measurements. |
Inventory | Inventory Inventory is stated at the lower of standard cost (which approximates actual cost) or market, with cost determined on the first-in-first-out method. Accordingly, allocation of fixed production overheads to conversion costs is based on normal capacity of production. Abnormal amounts of idle facility expense, freight, handling costs and spoilage are expensed as incurred and not included in overhead. No stock-based compensation cost was included in inventory as of September 30, 2016 and March 31, 2016. |
Property and Equipment | Property and Equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets as follows: • Land—not depreciated. • Plant, machinery and equipment—4 to 25 years; • Leasehold improvements—the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets related to product licenses are recorded at cost, less accumulated amortization. Intangible assets related to technology and other intangible assets acquired in acquisitions are recorded at fair value at the date of acquisition, less accumulated amortization. Intangible assets are amortized over their estimated useful lives, on a straight-line basis as follows: Customer relationships—5 years Brands associated with acquired cell lines—40 years Product licenses—10 years Other intangibles assets—7 years The Company reviews its intangible assets for impairment and conducts an impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. No impairment losses have been recorded in either of the six month periods ended September 30, 2016 or September 30, 2015. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from product sales when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Customers have no right of return except in the case of damaged goods. The Company has not experienced any significant returns of its products. Shipping and handling costs are expensed as incurred and included in cost of product sales. In those cases where the Company bills shipping and handling costs to customers, the amounts billed are classified as revenue. The Company enters into revenue arrangements that may consist of multiple deliverables of its products and services. The terms of these arrangements may include non-refundable upfront payments, milestone payments, other contingent payments and royalties on any product sales derived on collaboration. Up-front fees received in connection with collaborative agreements are deferred upon receipts, are not considered a separate unit of accounting and are recognized as revenues over the relevant performance periods. Revenues related to research and development services included in a collaboration agreement are recognized as research and services are performed over the related performance periods for each contract. A payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. In June 2013, the Company entered into an agreement with Ortho-Clinical Diagnostics Inc. (“OCD”) to develop a range of rare antisera products. This agreement was amended in August 2016. Under the terms of the amended agreement, the Company is entitled to receive a milestone payment of $1,300 related to the completion of the CE marking of the products for use on OCD’s automation platforms, milestone payments totaling $1,400 upon the receipt of FDA approval of the rare antisera products and a milestone payment of $1,500 upon the updating of the FDA approval to cover use of the products on OCD’s automation platforms. In the quarter ended September 30, 2016, the Company recognized milestone revenue of $1,300 related to the completion of the CE marking of the products for use on OCD’s automation platforms. In January 2015, the Company entered into a supply and distribution agreement with OCD related to the commercialization and distribution of certain MosaiQ TM TM |
Research and Development | Research and Development Research and development expenses consist of costs incurred for company-sponsored and collaborative research and development activities. These costs include direct and research-related overhead expenses. The Company expenses research and development costs, including the expenses for research under collaborative agreements, as such costs are incurred. Where government grants or tax credits are available, the income concerned is included as a credit against the related expense. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Comprehensive Loss. In determining fair value of the stock-based compensation payments, the Company uses the Black–Scholes model and a single option award approach for share options and a barrier option pricing model for multi-year performance based restricted share units (“MRSUs”), both of which require the input of subjective assumptions. These assumptions include: the fair value of the underlying share, estimating the length of time employees will retain their awards before exercising them (expected term), the estimated volatility of the Company’s ordinary shares price over the expected term (expected volatility), risk-free interest rate (interest rate), expected dividends and the number of shares subject to awards that will ultimately not complete their vesting requirements (forfeitures). |
Pension Obligation | Pension Obligation The Company maintains a pension plan covering employees in Switzerland pursuant to the requirements of Swiss pension law. Certain aspects of the plan require that it be accounted for as a defined benefit plan pursuant to Accounting Standards Codification Topic, 715 Compensation – Retirement Benefits The Company uses an actuarial valuation to determine its pension benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates and expected return on plan assets. Details of the assumptions used to determine the net funded status are set out in the notes to the Company’s March 31, 2016 financial statements. The Company’s pension plan assets are assigned to their respective levels in the fair value hierarchy in accordance with the valuation principles described in the ‘‘Fair Value of Financial Instruments’’ section above. The Swiss pension arrangements were in place at March 31, 2015, but given the limited number of plan members, the accounting provisions of ASC 715 were not applied in the year ended March 31, 2015 or in the amounts originally reported for the six month period ended September 30, 2015. During the quarter ended March 31, 2016, the Company began to apply the accounting provisions of ASC 715 for its Swiss pension arrangements to account for the arrangements as a defined benefit plan. The Company’s Condensed Consolidated Statements of Comprehensive Loss have been adjusted for the six month period ended September 30, 2015 to reflect the adoption of the provisions of ASC 715 with effect from April 1, 2015. The impact of this adjustment is the inclusion of a pension benefit obligation provision amounting to $1,747 in Other comprehensive income (loss) for the six month period ended September 30, 2015 where an amount for this provision was not previously reported. Therefore, there are consequent changes of $1,747 to Other comprehensive income (loss), net and Comprehensive loss for the previously reported six month period. This adjustment had no impact on the results of operations or liquidity for the six month period ended September 30, 2015. |
Debt Issuance Costs | Debt Issuance Costs On September 30, 2015, the Company elected to adopt early the requirements of Accounting Standards Update 2015-03, Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. In view of the refinancing of the Company’s secured credit facility on August 3, 2015 (see note 4), the Company believed that it was preferable to adopt this presentation in the year of refinancing in order to reflect more accurately the assets of the Company and the substance of the financing arrangements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,553 $ (2,553 ) $ — — Brands associated with acquired cell lines 527 (120 ) 407 30.9 years Product licenses 740 (309 ) 431 5.8 years Other intangibles 166 (166 ) — — Total $ 3,986 $ (3,148 ) $ 838 18.0 years March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,829 $ (2,829 ) $ — — Brands associated with acquired cell lines 583 (125 ) 458 31.4 years Product licenses 748 (304 ) 444 5.9 years Other intangibles 184 (184 ) — — Total $ 4,344 $ (3,442 ) $ 902 18.9 years |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt comprises: September 30, 2016 March 31, 2016 Total debt $ 30,000 $ 30,000 Less current portion (7,000 ) (1,000 ) Long-term debt $ 23,000 $ 29,000 Fee due on final repayment of facility 1,950 1,350 Deferred debt costs, net of amortization (1,841 ) (1,534 ) Fair value of associated share warrant, net of amortization (693 ) (906 ) $ 22,416 $ 27,910 |
Schedule of Outstanding Debt | At September 30, 2016, the outstanding debt is repayable as follows: Within 1 year $ 7,000 Between 1 and 2 years 12,000 Between 2 and 3 years 11,000 Total debt $ 30,000 |
Consolidated Balance Sheet De22
Consolidated Balance Sheet Detail (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the dates presented: September 30, 2016 March 31, 2016 Raw materials $ 8,836 $ 8,693 Work in progress 3,097 2,266 Finished goods 1,470 1,625 Total inventories $ 13,403 $ 12,584 |
Summary of Property and Equipment | The following table summarizes property and equipment by categories for the dates presented: September 30, 2016 March 31, 2016 Land $ 1,336 $ 1,480 Plant and machinery 45,104 42,375 Leasehold improvements 24,514 19,440 Total property and equipment 70,954 63,295 Less: accumulated depreciation (10,468 ) (6,180 ) Total property and equipment, net $ 60,486 $ 57,115 |
Summary of Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following: September 30, 2016 March 31, 2016 Salary and related benefits $ 863 $ 113 Accrued vacation 256 351 Accrued payroll taxes 723 830 Accrued incentive payments 1,200 2,000 Total accrued compensation and benefits $ 3,042 $ 3,294 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, 2016 March 31, 2016 Accrued legal and professional fees $ 936 $ 102 Accrued interest 217 225 Goods received not invoiced 1,126 911 Accrued capital expenditure 1,960 2,253 Accrued development expenditure 2,603 3,533 Other accrued expenses 2,291 2,156 Total accrued expenses and other current liabilities $ 9,133 $ 9,180 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [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: September 30, 2016 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 6,960 $ — $ 6,960 Total assets measured at fair value $ — $ 6,960 $ — $ 6,960 September 30, 2016 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (2) $ — $ 424 $ — $ 424 Total liabilities measured at fair value $ — $ 424 $ — $ 424 March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 4,455 $ — $ 4,455 Total assets measured at fair value $ — $ 4,455 $ — $ 4,455 March 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (2) $ — $ 190 $ — $ 190 Total liabilities measured at fair value $ — $ 190 $ — $ 190 (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 Swiss Life collective investment fund. See Note 9, "Defined Benefit Pension Plans". (2) The fair value of foreign currency forward contracts has been determined by calculating the present value of future cash flows, estimated using market-based observable inputs including forward and spot exchange rates and interest rate curves obtained from third party market price quotations. |
Ordinary and Preference Shares
Ordinary and Preference Shares (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
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 and Outstanding September 30, 2016 March 31, 2016 Par value Ordinary shares 29,501,384 25,408,950 $ — Total 29,501,384 25,408,950 $ — |
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 and Outstanding Liquidation amount per share September 30, 2016 March 31, 2016 September 30, 2016 March 31, 2016 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 25.13 $ 24.34 Total 666,665 666,665 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Option Activity | The following table summarizes share option activity: Number of Share Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual (Months) Outstanding — March 31, 2016 1,589,938 $ 7.86 96 Granted 225,950 11.64 120 Exercised — — — Forfeited (9,220 ) 12.25 — Outstanding — September 30, 2016 1,806,668 $ 8.31 93 Exercisable —September 30, 2016 1,058,508 $ 5.91 86 |
Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value | The following table summarizes the options granted in the current financial year with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value: Grant Date Number of Options Granted Exercise Price Ordinary Shares Fair Value Per Share at Grant Date Per Share Intrinsic Value of Options June 1, 2016 214,700 $ 11.92 $ 11.92 $ 4.86 August 10, 2016 11,250 $ 6.38 $ 6.38 $ 2.88 |
Summary of Assumptions to Share Options Issued | A summary of the assumptions applicable to the share options issued in the current financial year is as follows: June 1, 2016 August 10, 2016 Risk-free interest rate 1.83 % 1.55 % Expected lives (years) 3 3 Volatility 59.10 % 66.90 % Dividend yield — — Grant date fair value (per share) $ 11.92 $ 6.38 Number granted 214,700 11,250 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | |
Costs of Defined Benefit Pension Plan | The Company’s Swiss subsidiary has a fully insured pension plan managed by Swiss Life. The costs of this plan were: Quarter ended Six months ended September 30, September 30, 2016 2015 2016 2015 Employer service cost $ 341 $ 120 $ 685 $ 240 Interest cost 10 6 20 12 Expected return on plan assets (16 ) (6 ) (31 ) (12 ) Amortization of actuarial (gains) losses 43 — 87 — Net pension cost for the year $ 378 $ 120 $ 761 $ 240 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per ordinary share. Quarter ended Six months ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net loss $ (17,358 ) $ (4,433 ) $ (33,593 ) $ (14,587 ) Net loss available to ordinary shareholders - basic and diluted $ (17,358 ) $ (4,433 ) $ (33,593 ) $ (14,587 ) Denominator: Weighted-average shares outstanding - basic and diluted 28,123,334 17,416,674 26,774,378 17,222,221 Loss per share - basic and diluted $ (0.62 ) $ (0.25 ) $ (1.25 ) $ (0.85 ) |
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 September 30, 2016 and September 30, 2015 as their inclusion would have been anti-dilutive. September 30, 2016 September 30, 2015 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,806,668 1,544,244 Restricted share units awarded, including the multi-year performance related restricted share units 627,287 219,367 Ordinary shares issuable on exercise of warrants at $16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $9.37 per share 64,000 64,000 Ordinary shares issuable on exercise of warrants at $8.80 per share — 2,424,416 Ordinary shares issuable on exercise of pre-funded warrants at $0.01 per share — 850,000 2,609,480 5,213,552 |
Description of Business and B28
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | Oct. 14, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 |
Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ (141,825,000) | $ (108,232,000) | |||
Cash and cash equivalents | $ 18,999,000 | $ 44,100,000 | $ 25,656,000 | $ 37,525,000 | |
Subsequent Event [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, issuance date | Oct. 14, 2016 | ||||
Subsequent Event [Member] | Senior Secured Notes Due 2023 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, issuance date | Oct. 14, 2016 | ||||
Aggregate principal amount of notes issued | $ 84,000,000 | ||||
Debt instrument, interest rate | 12.00% | ||||
Proceeds from issuance of debt | $ 79,000,000 | ||||
Aggregate principal additional amount of notes to be issued | 36,000,000 | ||||
Payment to cash reserve account held by collateral agent | 5,000,000 | ||||
Repayment of debt included in fees and expenses | $ 33,500,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2016USD ($)Customer | Mar. 31, 2016USD ($)Customer | Sep. 30, 2016USD ($)Customer | Sep. 30, 2016USD ($)Customer | Sep. 30, 2015USD ($)Customer | Jun. 30, 2013USD ($) |
Significant Accounting Policies [Line Items] | ||||||
Restricted cash | $ 315,000 | $ 317,000 | $ 315,000 | $ 315,000 | ||
Number of customer represent 10% or more of accounts receivable | Customer | 1 | 1 | 1 | 1 | ||
Number of customer represent 10% or more of product sales | Customer | 1 | 1 | 1 | 1 | ||
Stock-based compensation cost included in inventory | $ 0 | $ 0 | $ 0 | $ 0 | ||
Impairment losses | 0 | $ 0 | ||||
Milestone amount receivable upon fulfillment of achievement | $ 1,300,000 | |||||
Milestone amount receivable upon fulfillment of achievement | 1,400,000 | |||||
Milestone amount receivable upon fulfillment of achievement | $ 1,500,000 | |||||
Milestone Revenue Recognized | 1,300,000 | |||||
Provision for pension benefit obligation | $ (46,000) | $ (87,000) | $ 1,747,000 | |||
Customer Relationships [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible assets amortization over estimated useful life | 5 years | |||||
Brands Associated with Acquired Cell Lines [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible assets amortization over estimated useful life | 40 years | |||||
Product Licenses [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible assets amortization over estimated useful life | 10 years | |||||
Other Intangibles Assets [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible assets amortization over estimated useful life | 7 years | |||||
Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Plant, machinery and equipment useful life | 4 years | |||||
Maximum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Plant, machinery and equipment useful life | 25 years | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 72.00% | 58.00% | ||||
Customer Concentration Risk [Member] | Sales [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 59.00% | 57.00% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Mar. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,986 | $ 4,344 |
Accumulated Amortization | (3,148) | (3,442) |
Net Carrying Amount | $ 838 | $ 902 |
Weighted-Average Remaining Useful Life | 18 years | 18 years 10 months 24 days |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,553 | $ 2,829 |
Accumulated Amortization | (2,553) | (2,829) |
Brands Associated with Acquired Cell Lines [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 527 | 583 |
Accumulated Amortization | (120) | (125) |
Net Carrying Amount | $ 407 | $ 458 |
Weighted-Average Remaining Useful Life | 30 years 10 months 24 days | 31 years 4 months 24 days |
Product Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 740 | $ 748 |
Accumulated Amortization | (309) | (304) |
Net Carrying Amount | $ 431 | $ 444 |
Weighted-Average Remaining Useful Life | 5 years 9 months 18 days | 5 years 10 months 24 days |
Other Intangibles Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 166 | $ 184 |
Accumulated Amortization | $ (166) | $ (184) |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Debt Disclosure [Abstract] | ||
Total debt | $ 30,000 | $ 30,000 |
Less current portion | (7,000) | (1,000) |
Long-term debt | 23,000 | 29,000 |
Fee due on final repayment of facility | 1,950 | 1,350 |
Deferred debt costs, net of amortization | (1,841) | (1,534) |
Fair value of associated share warrant, net of amortization | (693) | (906) |
Long-term debt, less current portion | $ 22,416 | $ 27,910 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 14, 2016 | Sep. 30, 2016 | Aug. 03, 2015 |
Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, issuance date | Oct. 14, 2016 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate, when LIBOR terms not applicable | 2.00% | ||
MidCap Financial Trust [Member] | Amended Secured Credit Facility Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Drew down with new secured bank facility agreement | $ 30,000 | ||
MidCap Financial Trust [Member] | Secured Credit Facility Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Facility repayable period | 4 years | ||
Margin over LIBOR rate | 6.70% | ||
Long-term debt repayable terms | The facility was repayable over a four year period with no repayments until March 1, 2017 when the first of 30 equal monthly repayments was due. If the Company achieved CE Mark approvals for the MosaiQTM instrument and immunohematology microarray, the facility was repayable over a four year period with no repayments until September 1, 2017 when the first of 24 equal monthly repayments was due. | ||
Facility bears interest | LIBOR plus 6.7% | ||
LIBOR rate applicable terms | LIBOR rate applicable was the higher of the actual market rate from time to time or 2.0%. On October 14, 2016, the Company repaid in full its borrowings under the secured credit facility with MidCap Financial Trust from the proceeds of the Notes issued on that day. Further detail is provided in Note 11, “Subsequent Events”. |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Long-term Debt, Rolling Maturity [Abstract] | ||
Within 1 year | $ 7,000 | |
Between 1 and 2 years | 12,000 | |
Between 2 and 3 years | 11,000 | |
Total debt | $ 30,000 | $ 30,000 |
Consolidated Balance Sheet De34
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,836 | $ 8,693 |
Work in progress | 3,097 | 2,266 |
Finished goods | 1,470 | 1,625 |
Total inventories | $ 13,403 | $ 12,584 |
Consolidated Balance Sheet De35
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2016 | |
Raw materials | $ 8,836 | $ 8,836 | $ 8,693 | ||
Work in progress | 3,097 | 3,097 | 2,266 | ||
Depreciation expenses | 2,251 | $ 491 | 4,430 | $ 867 | |
MosaiQTM Project [Member] | |||||
Raw materials | 7,327 | 7,327 | $ 7,099 | ||
Work in progress | $ 1,429 | $ 1,429 |
Consolidated Balance Sheet De36
Consolidated Balance Sheet Detail - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 70,954 | $ 63,295 |
Less: accumulated depreciation | (10,468) | (6,180) |
Total property and equipment, net | 60,486 | 57,115 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,336 | 1,480 |
Plant and Machinery [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 45,104 | 42,375 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 24,514 | $ 19,440 |
Consolidated Balance Sheet De37
Consolidated Balance Sheet Detail - Summary of Accrued Compensation and Benefits (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Compensation Related Costs [Abstract] | ||
Salary and related benefits | $ 863 | $ 113 |
Accrued vacation | 256 | 351 |
Accrued payroll taxes | 723 | 830 |
Accrued incentive payments | 1,200 | 2,000 |
Total accrued compensation and benefits | $ 3,042 | $ 3,294 |
Consolidated Balance Sheet De38
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued legal and professional fees | $ 936 | $ 102 |
Accrued interest | 217 | 225 |
Goods received not invoiced | 1,126 | 911 |
Accrued capital expenditure | 1,960 | 2,253 |
Accrued development expenditure | 2,603 | 3,533 |
Other accrued expenses | 2,291 | 2,156 |
Total accrued expenses and other current liabilities | $ 9,133 | $ 9,180 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) £ in Thousands, $ in Thousands | 12 Months Ended | 105 Months Ended | |
Dec. 31, 2008GBP (£) | Sep. 30, 2016GBP (£) | Sep. 30, 2016USD ($)Contracts$ / £ | |
Commitments And Contingencies [Line Items] | |||
Research and development grant funding from Scottish Enterprise | £ | £ 1,791 | ||
Claims from grant | £ | £ 1,790 | ||
Through December 2016 [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of forward exchange contracts | Contracts | 3 | ||
Forward exchange contracts sold | $ | $ 500 | ||
Forward exchange contracts exchange rate pounds sterling to US dollar | $ / £ | 1.50 | ||
January 2017 through June 2017 [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of forward exchange contracts | Contracts | 6 | ||
Forward exchange contracts sold | $ | $ 500 | ||
Forward exchange contracts exchange rate pounds sterling to US dollar | $ / £ | 1.40 |
Commitments and Contingencies40
Commitments and Contingencies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 | |
Assets: | |||
Total assets measured at fair value | $ 6,960 | $ 4,455 | |
Liabilities: | |||
Total liabilities measured at fair value | 424 | 190 | |
Foreign currency forward contracts [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [1] | 424 | 190 |
Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 6,960 | 4,455 | |
Liabilities: | |||
Total liabilities measured at fair value | 424 | 190 | |
Level 2 [Member] | Foreign currency forward contracts [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [1] | 424 | 190 |
Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 6,960 | 4,455 |
Pension plan assets [Member] | Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | $ 6,960 | $ 4,455 |
[1] | The fair value of foreign currency forward contracts has been determined by calculating the present value of future cash flows, estimated using market-based observable inputs including forward and spot exchange rates and interest rate curves obtained from third party market price quotations. | ||
[2] | The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the Swiss Life collective investment fund. See Note 9, "Defined Benefit Pension Plans". |
Ordinary and Preference Share41
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Sep. 30, 2016 | Mar. 31, 2016 |
Class Of Stock [Line Items] | ||
Common stock, shares issued | 29,501,384 | 25,408,950 |
Common stock, shares outstanding | 29,501,384 | 25,408,950 |
Common stock, par value | ||
Preferred stock, shares issued | 666,665 | 666,665 |
Preferred stock, shares outstanding | 666,665 | 666,665 |
Ordinary Shares [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares issued | 29,501,384 | 25,408,950 |
Common stock, shares outstanding | 29,501,384 | 25,408,950 |
Common stock, par value | ||
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares issued | 666,665 | 666,665 |
Preferred stock, shares outstanding | 666,665 | 666,665 |
Liquidation amount per share | $ 25.13 | $ 24.34 |
Ordinary and Preference Share42
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Mar. 31, 2016 | |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Dividend percentage | 7.00% | 7.00% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 04, 2016 | Aug. 10, 2016 | Jun. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 1,981 | $ 814 | |||
Risk-free interest rate, Description | Risk-Free Interest Rate. The risk-free interest rate is based on the US Treasury 10-year bond yield in effect at the time of grant. | ||||
Grant date fair value (per share) | $ 6.38 | $ 11.92 | |||
Multi Year Performance Based Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of restricted stock units awarded | 142,000 | ||||
Award vesting description | if the volume weighted average price of the Company’s ordinary shares exceeds $40 for a continuous twenty day period between April 1, 2018 and December 31, 2018 | ||||
Grant date fair value (per share) | $ 4.34 | ||||
Performance Based Vesting [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of restricted stock units awarded | 50,000 | 165,000 | |||
Sales performance target date to vest | Dec. 31, 2022 | Dec. 31, 2022 | |||
Time Based Vesting [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 2 years | 3 years | |||
Number of restricted stock units awarded | 15,226 | 39,800 | |||
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 | $ 7.82 | ||||
Ordinary Shares [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average price of shares | $ 40 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - $ / shares | Aug. 10, 2016 | Jun. 01, 2016 | Sep. 30, 2016 | Mar. 31, 2016 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Share Options Outstanding, Beginning Balance | 1,589,938 | |||
Number of Share Options Outstanding, Granted | 11,250 | 214,700 | 225,950 | |
Number of Share Options Outstanding, Forfeited | (9,220) | |||
Number of Share Options Outstanding, Ending Balance | 1,806,668 | 1,589,938 | ||
Number of Share Options Outstanding, Exercisable | 1,058,508 | |||
Weighted-Average Exercise Price, Beginning Balance | $ 7.86 | |||
Weighted-Average Exercise Price, Granted | 11.64 | |||
Weighted-Average Exercise Price, Forfeited | 12.25 | |||
Weighted-Average Exercise Price, Ending Balance | 8.31 | $ 7.86 | ||
Weighted-Average Exercise Price, Exercisable | $ 5.91 | |||
Weighted-Average Remaining Contractual Life, Outstanding | 93 months | 96 months | ||
Weighted-Average Remaining Contractual Life, Granted | 120 months | |||
Weighted-Average Remaining Contractual Life, Exercisable | 86 months |
Share-Based Compensation - Su45
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Detail) - $ / shares | Aug. 10, 2016 | Jun. 01, 2016 | Sep. 30, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Granted | 11,250 | 214,700 | 225,950 |
Exercise Price | $ 11.64 | ||
Ordinary Shares Fair Value Per Share at Grant Date | $ 6.38 | $ 11.92 | |
June 1, 2016 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Jun. 1, 2016 | ||
Number of Options Granted | 214,700 | ||
Exercise Price | $ 11.92 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 11.92 | ||
Per Share Intrinsic Value of Options | $ 4.86 | ||
August 10, 2016 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Aug. 10, 2016 | ||
Number of Options Granted | 11,250 | ||
Exercise Price | $ 6.38 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 6.38 | ||
Per Share Intrinsic Value of Options | $ 2.88 |
Share-Based Compensation - Su46
Share-Based Compensation - Summary of Assumptions to Share Options Issued (Detail) - $ / shares | Aug. 10, 2016 | Jun. 01, 2016 | Sep. 30, 2016 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 1.55% | 1.83% | |
Expected lives (years) | 3 years | 3 years | |
Volatility | 66.90% | 59.10% | |
Grant date fair value (per share) | $ 6.38 | $ 11.92 | |
Number of Share Options Outstanding, Granted | 11,250 | 214,700 | 225,950 |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Costs of Defined Benefit Pension Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ||||
Employer service cost | $ 341 | $ 120 | $ 685 | $ 240 |
Interest cost | 10 | 6 | 20 | 12 |
Expected return on plan assets | (16) | (6) | (31) | (12) |
Amortization of actuarial (gains) losses | 43 | 87 | ||
Net pension cost for the year | $ 378 | $ 120 | $ 761 | $ 240 |
Defined Benefit Pension Plans48
Defined Benefit Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 417 | $ 240 | |
Scenario, Forecast [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 658 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net loss | $ (17,358) | $ (4,433) | $ (33,593) | $ (14,587) |
Net loss available to ordinary shareholders - basic and diluted | $ (17,358) | $ (4,433) | $ (33,593) | $ (14,587) |
Denominator: | ||||
Weighted-average shares outstanding - basic and diluted | 28,123,334 | 17,416,674 | 26,774,378 | 17,222,221 |
Loss per share - basic and diluted | $ (0.62) | $ (0.25) | $ (1.25) | $ (0.85) |
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 | Sep. 30, 2016 | Sep. 30, 2015 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 2,609,480 | 5,213,552 |
Exercise Of Options To Purchase Ordinary Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,806,668 | 1,544,244 |
Restricted Share Units Awarded, Including Multi-Year Performance | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 627,287 | 219,367 |
Exercise Of Warrants At $16.14 Per Share | ||
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 $9.37 Per Share | ||
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 Warrants At $8.80 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 2,424,416 | |
Exercise Of Pre-Funded Warrants At $0.01 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 850,000 |
Net Loss Per Share - Summary 51
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Exercise Of Warrants At $16.14 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise of warrants per share | $ 16.14 | $ 16.14 |
Exercise Of Warrants At $9.37 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise of warrants per share | $ 9.37 | 9.37 |
Exercise Of Warrants At $8.80 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise of warrants per share | 8.80 | |
Exercise Of Pre-Funded Warrants At $0.01 Per Share | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise of warrants per share | $ 0.01 |
Subsequent Events- Additional I
Subsequent Events- Additional Information (Detail) - USD ($) | Oct. 14, 2016 | Sep. 30, 2016 |
Senior Secured Notes Due 2023 [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal of the notes on October 14, 2016 and, so long as no event of default has occurred, the Company will issue an additional $36 million aggregate principal amount of the notes upon public announcement of field trial results for the MosaiQ™ IH Microarray that demonstrates greater than 99% concordance for the detection of blood group antigens and greater than 95% concordance for the detection of blood group antibodies when compared to predicate technologies for a pre-defined set of blood group antigens and antibodies. | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, issuance date | Oct. 14, 2016 | |
Subsequent Event [Member] | Senior Secured Notes Due 2023 [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, issuance date | Oct. 14, 2016 | |
Aggregate principal amount of notes issued | $ 84,000,000 | |
Debt instrument, interest rate | 12.00% | |
Aggregate principal additional amount of notes to be issued | $ 36,000,000 | |
Proceeds from issuance of debt | 79,000,000 | |
Payment to cash reserve account held by collateral agent | 5,000,000 | |
Repayment of debt included in fees and expenses | $ 33,500,000 | |
Debt instrument date of first required payment, interest | Apr. 15, 2017 | |
Debt instrument date of first required payment, principal | Apr. 15, 2019 | |
Subsequent Event [Member] | Senior Secured Notes Due 2023 [Member] | MosaiQTM [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument subscribers right to receive payment as percentage of net MosaiQ sales | 2.00% | |
Subsequent Event [Member] | Senior Secured Notes Due 2023 [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount of notes issued | $ 120,000,000 |