Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | QTNT | |
Title of 12(b) Security | Ordinary Shares, nil par value | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | Quotient Ltd | |
Entity Central Index Key | 0001596946 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 80,311,796 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36415 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | B1, Business Park Terre Bonne | |
Entity Address, Address Line Two | Route de Crassier 13 | |
Entity Address, City or Town | Eysins | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 1262 | |
City Area Code | 011-41 | |
Local Phone Number | 22-716-9800 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 4,664 | $ 4,096 |
Short-term investments | 133,371 | 90,729 |
Trade accounts receivable, net | 5,037 | 3,348 |
Inventories | 19,791 | 15,551 |
Prepaid expenses and other current assets | 3,856 | 3,202 |
Total current assets | 166,719 | 116,926 |
Restricted cash | 9,015 | 7,507 |
Property and equipment, net | 43,425 | 47,293 |
Operating lease right-of-use assets | 22,798 | |
Intangible assets, net | 687 | 751 |
Deferred income taxes | 564 | 605 |
Other non-current assets | 4,747 | 4,688 |
Total assets | 247,955 | 177,770 |
Current liabilities: | ||
Accounts payable | 3,513 | 5,936 |
Accrued compensation and benefits | 5,899 | 6,149 |
Accrued expenses and other current liabilities | 12,839 | 12,458 |
Current portion of operating lease liability | 3,157 | |
Current portion of deferred lease rental benefit | 435 | |
Current portion of finance lease obligation | 522 | 471 |
Total current liabilities | 25,930 | 25,449 |
Long-term debt, less current portion | 153,717 | 121,855 |
Operating lease liability, less current portion | 21,139 | |
Deferred lease rental benefit, less current portion | 1,144 | |
Finance lease obligation, less current portion | 950 | 865 |
Defined benefit pension plan obligation | 7,998 | 7,368 |
7% Cumulative redeemable preference shares | 20,163 | 19,375 |
Total liabilities | 229,897 | 176,056 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Ordinary shares (nil par value) 80,256,946 and 65,900,447 issued and outstanding at December 31, 2019 and March 31, 2019 respectively | 459,686 | 368,958 |
Additional paid in capital | 32,040 | 28,665 |
Accumulated other comprehensive loss | (14,960) | (14,884) |
Accumulated deficit | (458,708) | (381,025) |
Total shareholders' equity | 18,058 | 1,714 |
Total liabilities and shareholders' equity | $ 247,955 | $ 177,770 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Statement Of Financial Position [Abstract] | ||
Preference share dividend percentage | 7.00% | 7.00% |
Common stock, par value | ||
Common stock, shares issued | 80,256,946 | 65,900,447 |
Common stock, shares outstanding | 80,256,946 | 65,900,447 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||||
Total revenue | $ 7,941 | $ 6,723 | $ 23,956 | $ 20,853 |
Cost of revenue | (4,532) | (4,186) | (13,067) | (12,803) |
Gross profit | 3,409 | 2,537 | 10,889 | 8,050 |
Operating expenses: | ||||
Sales and marketing | (2,290) | (2,233) | (7,123) | (6,359) |
Research and development, net of government grants | (14,160) | (11,788) | (38,895) | (37,356) |
General and administrative expense: | ||||
Compensation expense in respect of share options and management equity incentives | (1,196) | (1,073) | (3,375) | (3,576) |
Other general and administrative expenses | (8,120) | (6,471) | (20,717) | (19,388) |
Total general and administrative expense | (9,316) | (7,544) | (24,092) | (22,964) |
Total operating expense | (25,766) | (21,565) | (70,110) | (66,679) |
Operating loss | (22,357) | (19,028) | (59,221) | (58,629) |
Other income (expense): | ||||
Interest expense, net | (7,008) | (5,679) | (20,384) | (14,614) |
Other, net | 1,894 | (1,536) | 1,600 | (5,516) |
Other expense, net | (5,114) | (7,215) | (18,784) | (20,130) |
Loss before income taxes | (27,471) | (26,243) | (78,005) | (78,759) |
Provision for income taxes | (14) | (11) | (41) | (33) |
Net loss | (27,485) | (26,254) | (78,046) | (78,792) |
Other comprehensive income (loss): | ||||
Change in fair value of foreign currency cash flow hedges | 487 | 41 | 209 | (320) |
Change in unrealized gain on short-term investments | 148 | 169 | 342 | 416 |
Foreign currency gain (loss) | 254 | (176) | (771) | 554 |
Provision for pension benefit obligation | 48 | 35 | 144 | 107 |
Other comprehensive income (loss), net | 937 | 69 | (76) | 757 |
Comprehensive loss | (26,548) | (26,185) | (78,122) | (78,035) |
Net loss available to ordinary shareholders - basic and diluted | $ (27,485) | $ (26,254) | $ (78,046) | $ (78,792) |
Loss per share - basic and diluted | $ (0.37) | $ (0.46) | $ (1.14) | $ (1.53) |
Weighted-average shares outstanding - basic and diluted | 73,768,845 | 56,619,356 | 68,722,475 | 51,512,352 |
Product Sales [Member] | ||||
Revenue: | ||||
Total revenue | $ 7,636 | $ 6,723 | $ 22,901 | $ 20,834 |
Other Revenues [Member] | ||||
Revenue: | ||||
Total revenue | $ 305 | $ 1,055 | $ 19 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Additional paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Mar. 31, 2018 | $ (14,631) | $ 253,934 | $ 23,708 | $ (16,634) | $ (275,639) |
Beginning balance, Shares at Mar. 31, 2018 | 45,646,424 | ||||
Issue of shares, net of issue costs, Amount | 113,723 | $ 113,723 | |||
Issue of shares, net of issue costs, Shares | 19,085,068 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | 22 | $ 22 | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 241,060 | ||||
Net loss | (78,792) | (78,792) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | (320) | (320) | |||
Change in unrealized gain on short-term investments | 416 | 416 | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | 10,848 | 10,848 | |||
Retranslation of foreign entities | (10,294) | (10,294) | |||
Provision for pension benefit obligation | 107 | 107 | |||
Other comprehensive loss | 757 | 757 | |||
Stock-based compensation | 3,576 | 3,576 | |||
Ending balance at Dec. 31, 2018 | 24,655 | $ 367,679 | 27,284 | (15,877) | (354,431) |
Ending balance, Shares at Dec. 31, 2018 | 64,972,552 | ||||
Beginning balance at Sep. 30, 2018 | (14,736) | $ 303,176 | 26,211 | (15,946) | (328,177) |
Beginning balance, Shares at Sep. 30, 2018 | 54,229,503 | ||||
Issue of shares, net of issue costs, Amount | 64,503 | $ 64,503 | |||
Issue of shares, net of issue costs, Shares | 10,615,385 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 127,664 | ||||
Net loss | (26,254) | (26,254) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | 41 | 41 | |||
Change in unrealized gain on short-term investments | 169 | 169 | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | 3,399 | 3,399 | |||
Retranslation of foreign entities | (3,575) | (3,575) | |||
Provision for pension benefit obligation | 35 | 35 | |||
Other comprehensive loss | 69 | 69 | |||
Stock-based compensation | 1,073 | 1,073 | |||
Ending balance at Dec. 31, 2018 | 24,655 | $ 367,679 | 27,284 | (15,877) | (354,431) |
Ending balance, Shares at Dec. 31, 2018 | 64,972,552 | ||||
Beginning balance at Mar. 31, 2019 | $ 1,714 | $ 368,958 | 28,665 | (14,884) | (381,025) |
Beginning balance, Shares at Mar. 31, 2019 | 65,900,447 | 65,900,447 | |||
Issue of shares, net of issue costs, Amount | $ 90,373 | $ 90,373 | |||
Issue of shares, net of issue costs, Shares | 13,800,000 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | 355 | $ 355 | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 556,499 | ||||
Net loss | (78,046) | (78,046) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | 209 | 209 | |||
Change in unrealized gain on short-term investments | 342 | 342 | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | 2,972 | 2,972 | |||
Retranslation of foreign entities | (3,743) | (3,743) | |||
Provision for pension benefit obligation | 144 | 144 | |||
Other comprehensive loss | (76) | (76) | |||
Stock-based compensation | 3,375 | 3,375 | |||
Cumulative effect of accounting changes | 363 | 363 | |||
Ending balance at Dec. 31, 2019 | $ 18,058 | $ 459,686 | 32,040 | (14,960) | (458,708) |
Ending balance, Shares at Dec. 31, 2019 | 80,256,946 | 80,256,946 | |||
Beginning balance at Sep. 30, 2019 | $ (46,941) | $ 369,335 | 30,844 | (15,897) | (431,223) |
Beginning balance, Shares at Sep. 30, 2019 | 66,366,706 | ||||
Issue of shares, net of issue costs, Amount | 90,373 | $ 90,373 | |||
Issue of shares, net of issue costs, Shares | 13,800,000 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | (22) | $ (22) | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 90,240 | ||||
Net loss | (27,485) | (27,485) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | 487 | 487 | |||
Change in unrealized gain on short-term investments | 148 | 148 | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | (7,435) | (7,435) | |||
Retranslation of foreign entities | 7,689 | 7,689 | |||
Provision for pension benefit obligation | 48 | 48 | |||
Other comprehensive loss | 937 | 937 | |||
Stock-based compensation | 1,196 | 1,196 | |||
Ending balance at Dec. 31, 2019 | $ 18,058 | $ 459,686 | $ 32,040 | $ (14,960) | $ (458,708) |
Ending balance, Shares at Dec. 31, 2019 | 80,256,946 | 80,256,946 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||
Issue of shares, issue costs | $ 6,227 | $ 4,497 | $ 6,227 | $ 4,497 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (78,046) | $ (78,792) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,996 | 9,503 |
Share-based compensation | 3,375 | 3,576 |
Increase in deferred lease rentals | 215 | 266 |
Swiss pension obligation | 551 | 453 |
Amortization of deferred debt issue costs | 7,736 | 4,097 |
Accrued preference share dividends | 788 | 788 |
Deferred income taxes | 41 | 33 |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | (1,638) | 315 |
Inventories | (3,838) | 147 |
Accounts payable and accrued liabilities | (2,268) | (5,076) |
Accrued compensation and benefits | (268) | (664) |
Other assets | (406) | 3,833 |
Net cash used in operating activities | (64,762) | (61,521) |
INVESTING ACTIVITIES: | ||
Increase in short-term investments | (95,000) | (119,000) |
Realization of short-term investments | 52,700 | 21,883 |
Purchase of property and equipment | (3,941) | (3,047) |
Purchase of intangible assets | (3) | |
Net cash used in investing activities | (46,241) | (100,167) |
FINANCING ACTIVITIES: | ||
Repayment of finance leases | (337) | (358) |
Proceeds from drawdown of new debt | 25,000 | 36,000 |
Debt issuance costs and fees paid to noteholders | (874) | (5,113) |
Proceeds from issuance of ordinary shares and warrants | 90,728 | 113,745 |
Net cash generated from financing activities | 114,517 | 144,274 |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (1,438) | 4,187 |
Change in cash, cash equivalents and restricted cash | 2,076 | (13,227) |
Beginning cash, cash equivalents and restricted cash | 11,603 | 25,205 |
Ending cash, cash equivalents and restricted cash | 13,679 | 11,978 |
Supplemental cash flow disclosures: | ||
Interest paid | 15,959 | 11,435 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 4,664 | 4,468 |
Restricted cash | 9,015 | 7,510 |
Ending cash, cash equivalents and restricted cash | $ 13,679 | $ 11,978 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Dec. 31, 2019 | |
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, changes in shareholders’ equity and cash flows for the interim periods presented. The March 31, 2019 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, 2019 included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the nine month period ended December 31, 2019 are not necessarily indicative of the results of operations that may be expected for the year ending March 31, 2020 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 $458.7 million as of December 31, 2019. At December 31, 2019 the Company had available cash holdings and short-term investments of $138.0 million. In the longer term, the Company expects to fund its operations, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization, from the use of existing available cash and short-term investment balances and the issuance of new equity or debt. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2019 | |
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. All cash and cash equivalents comprised readily accessible cash balances. Restricted cash comprised $8.7 million and $7.2 million at December 31, 2019 and March 31, 2019, respectively, held in a cash reserve account pursuant to the indenture governing the Company’s 12% Senior Secured Notes (“the Secured Notes”) and $315 at December 31, 2019 and $307 at March 31, 2019 held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Short-term Investments Short-term investments represent investments in a money-market fund which is valued daily and which has no minimum notice period for withdrawals. The fund is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company records the value of its investment in the fund based on the quoted value of the fund at the balance sheet date. Unrealized gains or losses are recorded in accumulated other comprehensive loss and are transferred to the statement of comprehensive loss when they are realized. 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 of foreign exchange contracts, and short-term investments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the foreign exchange contracts consist of large financial institutions of high credit standing. The short-term investments are invested in a fund which is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company’s main financial institutions for banking operations hold all of the Company’s cash and cash equivalents as of December 31, 2019 and at March 31, 2019. 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 December 31, 2019 and March 31, 2019. This customer represented 63% and 55% of the accounts receivable balances as of December 31, 2019 and March 31, 2019, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one customer that accounted for 10% or more of total product sales for the nine month periods ended December 31, 2019 and December 31, 2018. This customer represented 60% of total product sales for the nine month period ended December 31, 2019 and 59% for the nine month period ended December 31, 2018. 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 December 31, 2019 and March 31, 2019. 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: • Plant, machinery and equipment—4 to 20 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 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 nine month periods ended December 31, 2019 or December 31, 2018. Revenue Recognition Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers. Product revenue is recognized at a point in time upon transfer of control of a product to a customer, which is generally at the time of delivery at an amount based on the transaction price. Customers have no right of return except in the case of damaged goods and 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. Revenue is also earned from the provision of development services to a small number of original equipment manufacturer (“OEM”) customers. These development service contracts are reviewed individually to determine the nature of the performance obligations and the associated transaction prices. In recent years, product development revenues have been commensurate with achieving milestones specified in the respective development agreements relating to those products. These milestones may include the approval of new products by the European or U.S. regulatory authorities, which are not within the Company’s control. While there can be no assurance that this will continue to be the case, the milestones have been such that they effectively represent completion of the Company’s performance obligations under a particular part of a development program. Should the Company fail to achieve these milestones the Company would not be entitled under the terms of the development agreements to any compensation for the work undertaken to date. As a result, the milestone-related revenues have been recognized as the contractual milestones are achieved. Pursuant to an Umbrella Supply Agreement with Ortho, the Company executed a product attachment relating to the development of a range of rare antisera products. During the year ended March 31, 2019, the Company recognized a milestone of $450 related to the submission to the FDA of an application to cover use of the products on an Ortho automation platform and during the nine month period ended December 31, 2019, the Company recognized further milestones totaling $1,050 related to the approval by the FDA of this application and a further FDA submission and approval related to the use of the products on another of Ortho’s automation platforms. There are no further milestone revenues due under this agreement. In January 2015, the Company entered into a supply and distribution agreement with Ortho related to the commercialization and distribution of certain MosaiQ The Company had concluded that as each of these milestones required significant levels of development work to be undertaken and there was no certainty at the start of the projects that the development work would be successful, these milestones were substantive and the revenue would have been recognized when the milestones were achieved. The Company terminated this agreement effective as of December 27, 2019. In the nine month period ended December 31, 2019, revenue recognized from performance obligations related to prior periods was not material and, at December 31, 2019, revenue expected to be recognized in future periods related to remaining performance obligations was also not material. 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 publicly listed peers 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). Share Warrants As of December 31, 2019, the Company had one class of warrants to purchase ordinary shares outstanding, which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment or increase of the Company’s then existing secured term loan facility. None of these warrants contain or contained any obligation to transfer value and, as such, the issuance of these warrants has been recorded in additional paid in capital as part of shareholders’ equity. Leases In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU 2016-02, Leases, At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company also reviews the terms of the lease in accordance with ASU 2016-02 in order to determine whether the lease concerned is a finance or an operating lease. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For finance leases, an asset is included within property and equipment and a lease liability equal to the present value of the minimum lease payments is included in current or long-term liabilities. Interest expense is recorded over the life of the lease at a constant rate. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The operating lease right-of-use assets also include any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate is determined at lease commencement, or as of April 1, 2019 for operating leases existing upon adoption of ASU 2016-02. The incremental borrowing rate is subsequently reassessed upon modification to the lease arrangement. Operating lease expense is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASU 2016-02, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Although separation of lease and non-lease components is required, certain practical expedients are available. In particular, entities may elect a practical expedient to not separate lease and non-lease components and instead account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating lease right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. The finance lease assets and operating lease right-of-use assets are assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. Derivative Financial Instruments In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. The Company’s policy is to mitigate the effect of these exchange rate fluctuations on certain foreign currency denominated business exposures. The Company has a policy that allows the use of derivative financial instruments to hedge foreign currency exchange rate fluctuations on forecasted revenue denominated in foreign currencies. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and prudent. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, interest rates, and other market factors. The Company considers its most current forecast in determining the level of foreign currency denominated revenue to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenue and expenses are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive loss to the consolidated statement of comprehensive loss at that time. Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements, but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, the Company provides a valuation allowance to the extent that is more likely than not that it will generate sufficient taxable income in future periods to realize the benefit of its deferred tax assets. Deferred tax assets and liabilities are classified as noncurrent on the balance sheet. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit and changes in facts or circumstances related to the tax position. Debt Issuance Costs and Royalty Rights The Company follows 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. On October 14, 2016, June 29, 2018 and May 15, 2019, the Company issued Secured Notes, and, on December 4, 2018, the Company amended the indenture governing the Secured Notes, which amendments became effective on December 18, 2018. In connection with these issuances and this amendment, the Company entered into royalty rights agreements with the subscribers and the consenting note holders, as applicable, which, as of December 31, 2019, provided for an aggregate amount of royalties payable thereunder . Debt” (which includes the one-time consent payment of $3.9 million paid to holders of our Secured Notes in December 2018) 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 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019. 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. Adoption of New Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASU 2016-02 on April 1, 2019. In adopting this standard the Company applied the package of practical expedients in ASU 2016-02 which allow an entity to not reassess whether any expired or existing contracts are or contain leases, lease classification of any expired or existing leases and the accounting for any initial direct costs on any expired or existing leases. The Company also elected the additional transitional approach prescribed under ASU 2018-11 to allow the Company to apply the new standard from the date of adoption, rather than adjusting comparative periods, and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The results for the nine month period to December 31, 2019 reflect the adoption of ASU 2016-02 guidance while the results for the nine month period to December 31, 2018 and the year to March 31, 2019 were prepared under the guidance of the previous leasing standard (Accounting Standard Codification 840). The adoption of ASU 2016-02 has not had a material impact on the Company’s consolidated statements of comprehensive loss or consolidated statements of cash flows. The adoption of ASU 2016-02 resulted in the following impact on its consolidated balance sheet: (i) no change in the carrying values of assets or liabilities related to the Company’s finance leases, (ii) the recording of right-of-use assets and corresponding lease liabilities related to the Company’s operating leases, adjusted for existing balances of accrued rent liabilities and deferred lease rental benefit, and (iii) adjustments to reclassify the deferred gain on a sale and leaseback transaction to accumulated deficit as of the transition date. The cumulative effect of adopting ASU 2016-02 to all leases that had commenced at or prior to April 1, 2019 was as follows: Balance sheet captions impacted by ASU 2016-02 31 March 2019 (prior to adoption of ASU 2016-02) Effect of the adoption of ASU 2016-02 March 31, 2019 (As adjusted) Operating lease right-of use assets (1) $ — $ 18,478 $ 18,478 Current portion of operating lease liability (2) — 3,130 3,130 Operating lease liability less current portion (3) — 16,564 16,564 Current portion of deferred lease rental benefit (4) 435 (435 ) — Deferred lease rental benefit, less current portion (5) 1,144 (1,144 ) — Accumulated deficit (6) (381,025 ) 363 (380,662 ) (1) Recognition of operating lease right-of-use assets and adjusted for the accrued rent and deferred lease rental benefit reclassifications referred to in footnotes (4) and (5) below. (2) Recognition of current portion of operating lease liabilities. (3) Recognition of the long-term portion of operating lease liabilities. (4) Current portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of current portion of deferred lease rental benefit to operating lease right-of-use assets. (5) Long-term portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of accrued rent to operating lease right-of-use assets. (6) Transfer of deferred gain on sale and leaseback transaction to accumulated deficit. The Company has included additional disclosures in Note 12 to its condensed consolidated financial statements regarding its leasing portfolio. In the condensed consolidated statement of cash flows the non-cash amortization of deferred lease rental benefit and movements in other non-cash operating lease accruals in the nine month period ended December 31, 2018 has been retitled as increase in deferred lease rentals. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-14, “Compensation Retirement Benefits - Defined Benefit Plans -General (Subtopic 715-20)” or ASU 2018-14. ASU 2018-14 removes the requirements to disclose the amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year and other disclosure requirements. In addition, the ASU adds the requirement to disclose an explanation for any significant gains and losses related to changes in the benefit obligation for the period. The ASU is effective for fiscal years ending after December 15, 2020 and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company continues to evaluate the impact that adoption of this guidance will have on its consolidated financial statements and related disclosures, but does not expect it to have a material impact. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The standard requires a financial asset measured on an amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. The Company continues to evaluate the impact that adoption of this guidance will have on its consolidated financial statements and related disclosures, but does not expect it to have a material impact. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,596 $ (2,596 ) $ — — Brands associated with acquired cell lines 535 (165 ) 370 27.7 years Product licenses 904 (587 ) 317 3.7 years Other intangibles 169 (169 ) — — Total $ 4,204 $ (3,517 ) $ 687 16.3years March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,564 $ (2,564 ) $ — — Brands associated with acquired cell lines 529 (153 ) 376 28.4 years Product licenses 890 (515 ) 375 4.2 years Other intangibles 167 (167 ) — — Total $ 4,150 $ (3,399 ) $ 751 16.3 years |
Debt
Debt | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt Long-term debt comprises: December 31, 2019 March 31, 2019 Total debt $ 145,000 $ 120,000 Less current portion — — Long-term debt $ 145,000 $ 120,000 Deferred debt costs and royalty liability, net of amortization 8,717 1,855 $ 153,717 $ 121,855 The Company’s debt at December 31, 2019 was comprised of the Secured Notes. On October 14, 2016, the Company completed the private placement of up to $120 million aggregate principal amount of the Secured Notes and entered into an indenture governing the Secured Notes with the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent. The Company issued $84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Secured Notes on June 29, 2018. On December 18, 2018, the Company also completed certain amendments to the indenture governing the Secured Notes. The amendments included an increase to the aggregate principal amount of Secured Notes that can be issued under the indenture from $120 million to up to $145 million following the European CE Marking of the Company’s initial MosaiQ IH Microarray. On April 30, 2019, the Company was notified that it had received the European CE Marking of the initial MosaiQ IH Microarray and, on May 15, 2019, the Company issued the additional $25 million of Secured Notes. The obligations of the Company under the indenture and the Secured Notes are unconditionally guaranteed on a secured basis by the guarantors, which include all the Company’s subsidiaries, and the indenture governing the Secured Notes contains customary events of default. The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. The Company paid $8.7 million of the total proceeds of the three issuances into the cash reserve account maintained with the collateral agent under the terms of the indenture, $1.5 million of which related to the third issuance on May 15, 2019. Interest on the Secured Notes accrues at a rate of 12% per annum and is payable semi-annually on April 15 and October 15 of each year commencing on April 15, 2017. Commencing on April 15, 2021, the Company will also pay an installment of principal of the Secured Notes on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. In connection with the three issuances of the Secured Notes as well as the amendment of the related indenture, the Company has entered into royalty rights agreements, pursuant to which the Company has agreed to pay 3.4% of the aggregate net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. The royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of consumables in the donor testing market in the European Union or the United States and will end on the last day of the calendar quarter in which the eighth anniversary of the first sale date occurs Debt” At December 31, 2019, the outstanding debt was repayable as follows: Within 1 year $ — Between 1 and 2 years 24,167 Between 2 and 3 years 42,292 Between 3 and 4 years 48,333 Between 4 and 5 years 30,208 Total debt $ 145,000 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 9 Months Ended |
Dec. 31, 2019 | |
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: December 31, 2019 March 31, 2019 Raw materials $ 9,227 $ 8,216 Work in progress 7,595 4,959 Finished goods 2,969 2,376 Total inventories $ 19,791 $ 15,551 Inventory at December 31, 2019 included $7,520 of raw materials, $3,980 of work in progress and $641 of finished goods related to the MosaiQ Property and equipment The following table summarizes property and equipment by categories for the dates presented: December 31, 2019 March 31, 2019 Plant and equipment $ 56,440 $ 51,327 Leasehold improvements 32,411 32,047 Total property and equipment 88,851 83,374 Less: accumulated depreciation (45,426 ) (36,081 ) Total property and equipment, net $ 43,425 $ 47,293 Depreciation expenses were $2,901 and $3,058 in the quarters ended December 31, 2019 and December 31, 2018, respectively, and $8,923 and $9,428 in the nine month periods ended December 31, 2019 and 2018, respectively. Accrued compensation and benefits Accrued compensation and benefits consist of the following: December 31, 2019 March 31, 2019 Salary and related benefits $ 200 $ 638 Accrued vacation 554 495 Accrued payroll taxes 1,639 1,316 Accrued incentive payments 2,250 3,700 Accrued termination and transition payments 1,256 — Total accrued compensation and benefits $ 5,899 $ 6,149 In the quarter ended December 31, 2019, the Company incurred termination benefit costs of $856 in respect of a restructuring of its operations. The Company expects to complete the restructuring during the quarter ended March 31, 2020. In the quarter ended December 31, 2019 the Company also incurred transition benefit costs of $400 in respect of the transitional arrangements with its former group financial controller. No termination benefit or transition benefit costs were incurred in the quarter or nine month period ended December 31, 2018. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2019 March 31, 2019 Accrued legal and professional fees $ 1,739 $ 405 Accrued interest 3,718 6,628 Goods received not invoiced 2,456 1,337 Accrued capital expenditure 1,256 801 Other accrued expenses 3,670 3,287 Total accrued expenses and other current liabilities $ 12,839 $ 12,458 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Hedging arrangements The Company’s subsidiary in the United Kingdom (“UK”) has entered into three contracts to sell $500 and purchase pounds sterling at £1:$1.3245 in each calendar month from January 2020 through March 2020, three contracts to sell $500 and purchase pounds sterling at £1:$1.30 in each calendar month from April 2020 through June 2020, three contracts to sell $500 and purchase pounds sterling at £1:$1.28 in each calendar month from July 2020 through September 2020 and three contracts to sell $500 and purchase pounds sterling at £:$1.2520 in each calendar month from October 2020 through December 2020 as hedges of its U.S. dollar denominated revenues. Fair value measurements 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: December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 11,355 $ — $ 11,355 Short-term investments (2) 133,371 — — 133,371 Foreign currency forward contracts (3) $ — $ 146 $ — $ 146 Total assets measured at fair value $ 133,371 $ 11,501 $ — $ 144,872 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (3) $ — $ 7 $ — $ 7 Total liabilities measured at fair value $ — $ 7 $ — $ 7 March 31, 2019 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 10,416 $ — $ 10,416 Short-term investments (2) 90,729 — — 90,729 Total assets measured at fair value $ 90,729 $ 10,416 $ — $ 101,145 March 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (3) $ — $ 70 $ — $ 70 Total liabilities measured at fair value $ — $ 70 $ — $ 70 (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 10, “Defined Benefit Pension Plans”. (2) The fair value of short-term investments has been determined based on the quoted value of the units held in the money market fund at the balance sheet date. See Note 2, “Summary of Significant Accounting Policies – Short-term Investments”. (3) 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. Ortho Arbitration The Company's subsidiaries, Quotient Suisse SA and QBD (QS-IP) Limited, are involved in an arbitration with Ortho related to the termination of the Company's former supply and distribution agreement with Ortho for the commercialization and distribution of certain MosaiQ products. See Note 2, “Summary of Significant Accounting Policies—Revenue Recognition,” for information regarding this agreement. Ortho is seeking a declaration that the Company's subsidiaries do not have the right to terminate the agreement, specific performance of certain provisions of the agreement, and damages. The Company is pursuing counterclaims against Ortho, including for damages. Although the Company believes that Ortho's allegations are without merit, the Company cannot currently estimate a reasonably possible loss or range of loss for this arbitration due to the complexities and uncertainty surrounding the arbitration (including that the arbitration is in its early stages) and the nature of the claims. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 9 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 March 31, 2019 Par value Ordinary shares 80,256,946 65,900,447 $ — Total 80,256,946 65,900,447 $ — Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued and Outstanding Liquidation amount per share December 31, 2019 March 31, 2019 December 31, 2019 March 31, 2019 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 30.24 $ 29.06 Total 666,665 666,665 On November 12, 2019 the Company completed a public offering of 13,800,000 newly issued ordinary shares at $7.00 per share which raised $96.6 million of gross proceeds before underwriting discounts and other offering expenses of $6.2 million. Effective as of November 13, 2019 the Company terminated its Open Market Sales Agreement with Jeffries LLC for the Company’s at-the-market public offering, or the Sales Agreement. The Company has not sold any ordinary shares pursuant to the Sales Agreement and the Company was not subject to any termination penalties related to the termination of the Sales Agreement. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2019 | |
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 $1,196 and $1,073 in the quarters ended December 31, 2019 and December 31, 2018, respectively, and $3,375 and $3,576 in the nine month periods ended December 31, 2019 and December 31, 2018, 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, 2019 1,936,397 $ 7.77 78 Granted 85,623 8.69 120 Exercised (85,920 ) 4.70 — Forfeited (76,121 ) 12.84 — Outstanding —December 31, 2019 1,859,979 $ 7.75 70 Exercisable — December 31, 2019 1,513,110 $ 7.91 63 The closing price of the Company’s ordinary shares on The Nasdaq Global Market at December 31, 2019 was $9.51. 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 July 16, 2019 28,517 $ 10.52 $ 10.52 $ 6.48 October 31, 2019 57,106 $ 7.78 $ 7.78 $ 4.90 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 was 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 was based on the US Treasury 10-year bond yield in effect at the time of grant. Expected term. The expected term was 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 the Company’s 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 were 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: July 16, 2019 October 31, 2019 Risk-free interest rate 2.10 % 1.77 % Expected lives (years) 6 6 Volatility 67.39 % 70.14 % Dividend yield — — Grant date fair value (per share) $ 10.52 $ 7.78 Number granted 28,517 57,106 A summary of the RSUs in issue at December 31, 2019 is as follows: Number of RSUs Outstanding Weighted Average Remaining Vesting Period (Months) Period in which the target must be achieved RSUs subject to time based vesting 726,839 11 N/A RSUs subject to milestone based vesting 55,000 N/A N/A At December 31, 2019, 726,839 RSUs were subject to time-based vesting and the weighted average remaining vesting period was 11 months. In addition, 55,000 RSUs were subject to vesting based on the achievement of various business milestones related mainly to the development, approval and marketing of MosaiQ. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended Nine months ended December 31, December 31, 2019 2018 2019 2018 Income tax expense at statutory rate $ — $ — $ — $ — Foreign tax rate differential (1,436 ) (1,328 ) (3,035 ) (3,812 ) Increase in valuation allowance against deferred tax assets 1,450 1,339 3,076 3,845 Provision for income tax $ 14 $ 11 $ 41 $ 33 Significant components of deferred tax are as follows: December 31, 2019 March 31, 2019 Provisions and reserves $ 1,484 $ 1,442 Fixed asset basis difference 44 34 Operating lease liability 3,994 — Net operating loss carry forwards 20,313 17,330 Gross deferred tax assets $ 25,835 $ 18,806 Operating lease right-of-use assets $ (3,994 ) $ — Net deferred tax asset $ 21,841 $ 18,806 Valuation allowance (21,277 ) (18,201 ) Total $ 564 $ 605 The balance sheet classification of deferred tax is as follows: December 31, 2019 March 31, 2019 Net noncurrent deferred tax assets $ 564 $ 605 Total $ 564 $ 605 In connection with the sale and leaseback transaction of the Biocampus facility that was completed in March 2018, the Company has agreed to transfer tax allowances related to certain other property, plant and equipment to the purchaser of the facility. An election to effect the transfer of these allowances to the purchaser has been made, but due to uncertainty regarding whether the election will be effective, the tax effect of the transfer of the allowances has not been recorded in the financial statements as at December 31, 2019. If the transfer of the allowances was regarded as being effective at December 31, 2019, the financial statements would reflect an additional deferred tax expense of $1,004 and an equivalent deferred tax liability. The Company will continue to monitor the position regarding the effectiveness of the election to transfer the allowances in order to determine whether the deferred tax liability should be recorded. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 9 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | |
Defined Benefit Pension Plans | Note 10. 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 Nine months ended December 31, December 31, 2019 2018 2019 2018 Employer service cost $ 456 $ 388 $ 1,362 $ 1,183 Interest cost 31 38 93 115 Expected return on plan assets (32 ) (32 ) (94 ) (98 ) Amortization of prior service credit (6 ) (4 ) (17 ) (11 ) Amortization of net loss 54 38 161 116 Net pension cost $ 503 $ 428 $ 1,505 $ 1,305 The employer contributions for the nine month periods ended December 31, 2019 and December 31, 2018 were $954 and $852, respectively. The estimated employer contributions for the fiscal year ending March 31, 2020 are $1,208. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 11. Net Loss Per Share In accordance with Accounting Standards Codification Topic 260 “ Earnings Per Share The following table sets forth the computation of basic and diluted earnings per ordinary share: Quarter ended Nine months ended December 31, December 31, 2019 2018 2019 2018 Numerator: Net loss $ (27,485 ) $ (26,254 ) $ (78,046 ) $ (78,792 ) Net loss available to ordinary shareholders - basic and diluted $ (27,485 ) $ (26,254 ) $ (78,046 ) $ (78,792 ) Denominator: Weighted-average shares outstanding - basic and diluted 73,768,845 56,619,356 68,722,475 51,512,352 Loss per share - basic and diluted $ (0.37 ) $ (0.46 ) $ (1.14 ) $ (1.53 ) The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at December 31, 2019 and December 31, 2018 as their inclusion would have been anti-dilutive: December 31, 2019 December 31, 2018 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,859,979 2,241,223 Restricted share units awarded, including the multi-year performance related restricted share units 781,839 1,085,752 Ordinary shares issuable on exercise of warrants at $16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of warrants at $0.01 per share — 550,000 2,817,343 4,052,500 |
Lease Commitments
Lease Commitments | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Commitments | 12. Lease Commitments The Company has operating lease commitments for real estate and certain equipment in the United States, the United Kingdom, the Republic of Ireland and Switzerland. There are no sublease agreements in place. The Company has finance lease commitments for equipment in the United Kingdom and Switzerland. The Company leases an 87,200 square foot conventional reagents manufacturing facility, with integrated offices and laboratories, in Edinburgh, Scotland. This lease commenced in March 2018, following completion of a sale and leaseback transaction, and expires in September 2052. Rent is recognized in the consolidated statement of comprehensive loss on a straight-line basis over the lease term. Additionally, the lease required the Company to provide a rent deposit of £3.6 million, which amounted to $4.7 million at December 31, 2019 and $4.7 million at March 31, 2019, and is included within other non-current assets in the consolidated balance sheets. In March 2015, the Company signed a five-year lease agreement for its corporate headquarters and MosaiQ manufacturing facility in Eysins, Switzerland. This lease was extended for a further five-year period to March 14, 2025. The Company also leases office space for commercial and development activities under one to three-year lease agreements in Newtown PA, Chapel Hill NC and Dublin, Republic of Ireland. The operating lease commitments relating to equipment are not material. The finance lease commitments relate to specialized equipment required for manufacturing operations in both Edinburgh, Scotland and Eysins, Switzerland. Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheet are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain not to exercise. The Company does not have any existing lease agreements with variable lease components. In calculating the present value of future lease payments, the Company has elected to utilize its incremental borrowing rate based on the remaining lease term at the date of adoption. Incremental borrowing rates are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for each lease component and its associated non-lease component as a single lease component and has allocated all the contract consideration across the lease component only. There are no material non-lease components. As of December 31, 2019, an operating lease right-of-use asset of $22,798 and an operating lease liability of $24,296 (including a current portion of $3,157) were reflected on the condensed consolidated balance sheet. As of December 31, 2019, the Company had entered into finance leases for the purchase of plant and equipment that had net book values of $1,975. An associated finance lease liability of $1,472 (including a current portion of $522) was reflected on the condensed consolidated balance sheet. The elements of lease expense were as follows: Quarter ended Nine months ended December 31, 2019 December 31, 2019 Operating lease cost $ 950 $ 2,760 Finance lease cost Amortization of right-of-use asset 230 565 Interest on lease liabilities 29 84 Short-term lease cost 18 52 Total lease cost $ 1,227 $ 3,461 Other information related to leases was as follows: Nine months ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating leases - operating cash flows $ 2,270 Finance leases - finance cash flows $ 337 Finance leases - operating cash flows $ 84 Non-cash leases activity Right-of-use assets obtained in exchange for new operating lease liabilities $ 5,160 Right-of-use assets obtained in exchange for new finance lease liabilities $ 487 As at December Weighted average remaining lease terms (in years) Operating leases 30.2 Finance leases 2.2 Weighted average discount rate Operating leases 10.1 % Finance leases 5.8 % Future lease payments required under non-cancellable operating leases in effect as of December 31, 2019 were as follows: December 31, 2019 2020 (excluding the nine months ended December 31, 2019) $ 897 2021 3,441 2022 3,426 2023 3,159 2024 3,164 Thereafter 73,695 Total lease payments $ 87,782 Less : imputed interest (63,486 ) Total operating lease liabilities $ 24,296 Future lease payments required under finance leases in effect as of December 31, 2019 were as follows: December 31, 2019 2020 (excluding the nine months ended December 31, 2019) $ 179 2021 578 2022 690 2023 207 2024 3 Thereafter — Total lease payments $ 1,657 Less : imputed interest (185 ) Total finance lease liabilities $ 1,472 The Company adopted ASU 2016-02 on April 1, 2019 and, as required, the following disclosure is provided for periods prior to adoption. Future minimum lease payments required under non-cancellable operating leases in effect as of March 31, 2019 were as follows: March 31, 2019 2020 $ 3,387 2021 1,861 2022 1,858 2023 1,830 2024 1,841 Thereafter 71,507 Total minimum future lease payments $ 82,284 Future annual lease payments required under finance leases in effect as of March 31, 2019 were as follows: March 31, 2019 2020 471 2021 369 2022 306 2023 190 Thereafter — Total minimum future lease payments $ 1,336 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | 13. Subsequent events On January 3, 2020 the Company entered into a transition, separation and consultancy agreement with Christopher J. Lindop, its Chief Financial Officer. Under this agreement Mr. Lindop will resign his position as Chief Financial Officer with effect from February 5, 2020, and serve as an Executive Vice President until his retirement on May 31, 2020. Certain transitional benefit payments will be made to Mr. Lindop under the terms of his agreement. Peter Buhler will be appointed as Chief Financial Officer, effective as of February 5, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
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. All cash and cash equivalents comprised readily accessible cash balances. Restricted cash comprised $8.7 million and $7.2 million at December 31, 2019 and March 31, 2019, respectively, held in a cash reserve account pursuant to the indenture governing the Company’s 12% Senior Secured Notes (“the Secured Notes”) and $315 at December 31, 2019 and $307 at March 31, 2019 held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Short-term Investments | Short-term Investments Short-term investments represent investments in a money-market fund which is valued daily and which has no minimum notice period for withdrawals. The fund is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company records the value of its investment in the fund based on the quoted value of the fund at the balance sheet date. Unrealized gains or losses are recorded in accumulated other comprehensive loss and are transferred to the statement of comprehensive loss when they are realized. |
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 of foreign exchange contracts, and short-term investments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the foreign exchange contracts consist of large financial institutions of high credit standing. The short-term investments are invested in a fund which is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company’s main financial institutions for banking operations hold all of the Company’s cash and cash equivalents as of December 31, 2019 and at March 31, 2019. 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 December 31, 2019 and March 31, 2019. This customer represented 63% and 55% of the accounts receivable balances as of December 31, 2019 and March 31, 2019, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one customer that accounted for 10% or more of total product sales for the nine month periods ended December 31, 2019 and December 31, 2018. This customer represented 60% of total product sales for the nine month period ended December 31, 2019 and 59% for the nine month period ended December 31, 2018. |
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 December 31, 2019 and March 31, 2019. |
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: • Plant, machinery and equipment—4 to 20 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 | Intangible Assets 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 nine month periods ended December 31, 2019 or December 31, 2018. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers. Product revenue is recognized at a point in time upon transfer of control of a product to a customer, which is generally at the time of delivery at an amount based on the transaction price. Customers have no right of return except in the case of damaged goods and 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. Revenue is also earned from the provision of development services to a small number of original equipment manufacturer (“OEM”) customers. These development service contracts are reviewed individually to determine the nature of the performance obligations and the associated transaction prices. In recent years, product development revenues have been commensurate with achieving milestones specified in the respective development agreements relating to those products. These milestones may include the approval of new products by the European or U.S. regulatory authorities, which are not within the Company’s control. While there can be no assurance that this will continue to be the case, the milestones have been such that they effectively represent completion of the Company’s performance obligations under a particular part of a development program. Should the Company fail to achieve these milestones the Company would not be entitled under the terms of the development agreements to any compensation for the work undertaken to date. As a result, the milestone-related revenues have been recognized as the contractual milestones are achieved. Pursuant to an Umbrella Supply Agreement with Ortho, the Company executed a product attachment relating to the development of a range of rare antisera products. During the year ended March 31, 2019, the Company recognized a milestone of $450 related to the submission to the FDA of an application to cover use of the products on an Ortho automation platform and during the nine month period ended December 31, 2019, the Company recognized further milestones totaling $1,050 related to the approval by the FDA of this application and a further FDA submission and approval related to the use of the products on another of Ortho’s automation platforms. There are no further milestone revenues due under this agreement. In January 2015, the Company entered into a supply and distribution agreement with Ortho related to the commercialization and distribution of certain MosaiQ The Company had concluded that as each of these milestones required significant levels of development work to be undertaken and there was no certainty at the start of the projects that the development work would be successful, these milestones were substantive and the revenue would have been recognized when the milestones were achieved. The Company terminated this agreement effective as of December 27, 2019. In the nine month period ended December 31, 2019, revenue recognized from performance obligations related to prior periods was not material and, at December 31, 2019, revenue expected to be recognized in future periods related to remaining performance obligations was also not material. |
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 publicly listed peers 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). |
Share Warrants | Share Warrants As of December 31, 2019, the Company had one class of warrants to purchase ordinary shares outstanding, which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment or increase of the Company’s then existing secured term loan facility. None of these warrants contain or contained any obligation to transfer value and, as such, the issuance of these warrants has been recorded in additional paid in capital as part of shareholders’ equity. |
Leases | Leases In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU 2016-02, Leases, At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company also reviews the terms of the lease in accordance with ASU 2016-02 in order to determine whether the lease concerned is a finance or an operating lease. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For finance leases, an asset is included within property and equipment and a lease liability equal to the present value of the minimum lease payments is included in current or long-term liabilities. Interest expense is recorded over the life of the lease at a constant rate. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The operating lease right-of-use assets also include any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate is determined at lease commencement, or as of April 1, 2019 for operating leases existing upon adoption of ASU 2016-02. The incremental borrowing rate is subsequently reassessed upon modification to the lease arrangement. Operating lease expense is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASU 2016-02, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Although separation of lease and non-lease components is required, certain practical expedients are available. In particular, entities may elect a practical expedient to not separate lease and non-lease components and instead account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating lease right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. The finance lease assets and operating lease right-of-use assets are assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. |
Derivative Financial Instruments | Derivative Financial Instruments In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. The Company’s policy is to mitigate the effect of these exchange rate fluctuations on certain foreign currency denominated business exposures. The Company has a policy that allows the use of derivative financial instruments to hedge foreign currency exchange rate fluctuations on forecasted revenue denominated in foreign currencies. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and prudent. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, interest rates, and other market factors. The Company considers its most current forecast in determining the level of foreign currency denominated revenue to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenue and expenses are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive loss to the consolidated statement of comprehensive loss at that time. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements, but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, the Company provides a valuation allowance to the extent that is more likely than not that it will generate sufficient taxable income in future periods to realize the benefit of its deferred tax assets. Deferred tax assets and liabilities are classified as noncurrent on the balance sheet. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit and changes in facts or circumstances related to the tax position. |
Debt Issuance Costs and Royalty Rights | Debt Issuance Costs and Royalty Rights The Company follows 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. On October 14, 2016, June 29, 2018 and May 15, 2019, the Company issued Secured Notes, and, on December 4, 2018, the Company amended the indenture governing the Secured Notes, which amendments became effective on December 18, 2018. In connection with these issuances and this amendment, the Company entered into royalty rights agreements with the subscribers and the consenting note holders, as applicable, which, as of December 31, 2019, provided for an aggregate amount of royalties payable thereunder . Debt” (which includes the one-time consent payment of $3.9 million paid to holders of our Secured Notes in December 2018) |
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 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019. 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. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASU 2016-02 on April 1, 2019. In adopting this standard the Company applied the package of practical expedients in ASU 2016-02 which allow an entity to not reassess whether any expired or existing contracts are or contain leases, lease classification of any expired or existing leases and the accounting for any initial direct costs on any expired or existing leases. The Company also elected the additional transitional approach prescribed under ASU 2018-11 to allow the Company to apply the new standard from the date of adoption, rather than adjusting comparative periods, and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The results for the nine month period to December 31, 2019 reflect the adoption of ASU 2016-02 guidance while the results for the nine month period to December 31, 2018 and the year to March 31, 2019 were prepared under the guidance of the previous leasing standard (Accounting Standard Codification 840). The adoption of ASU 2016-02 has not had a material impact on the Company’s consolidated statements of comprehensive loss or consolidated statements of cash flows. The adoption of ASU 2016-02 resulted in the following impact on its consolidated balance sheet: (i) no change in the carrying values of assets or liabilities related to the Company’s finance leases, (ii) the recording of right-of-use assets and corresponding lease liabilities related to the Company’s operating leases, adjusted for existing balances of accrued rent liabilities and deferred lease rental benefit, and (iii) adjustments to reclassify the deferred gain on a sale and leaseback transaction to accumulated deficit as of the transition date. The cumulative effect of adopting ASU 2016-02 to all leases that had commenced at or prior to April 1, 2019 was as follows: Balance sheet captions impacted by ASU 2016-02 31 March 2019 (prior to adoption of ASU 2016-02) Effect of the adoption of ASU 2016-02 March 31, 2019 (As adjusted) Operating lease right-of use assets (1) $ — $ 18,478 $ 18,478 Current portion of operating lease liability (2) — 3,130 3,130 Operating lease liability less current portion (3) — 16,564 16,564 Current portion of deferred lease rental benefit (4) 435 (435 ) — Deferred lease rental benefit, less current portion (5) 1,144 (1,144 ) — Accumulated deficit (6) (381,025 ) 363 (380,662 ) (1) Recognition of operating lease right-of-use assets and adjusted for the accrued rent and deferred lease rental benefit reclassifications referred to in footnotes (4) and (5) below. (2) Recognition of current portion of operating lease liabilities. (3) Recognition of the long-term portion of operating lease liabilities. (4) Current portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of current portion of deferred lease rental benefit to operating lease right-of-use assets. (5) Long-term portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of accrued rent to operating lease right-of-use assets. (6) Transfer of deferred gain on sale and leaseback transaction to accumulated deficit. The Company has included additional disclosures in Note 12 to its condensed consolidated financial statements regarding its leasing portfolio. In the condensed consolidated statement of cash flows the non-cash amortization of deferred lease rental benefit and movements in other non-cash operating lease accruals in the nine month period ended December 31, 2018 has been retitled as increase in deferred lease rentals. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-14, “Compensation Retirement Benefits - Defined Benefit Plans -General (Subtopic 715-20)” or ASU 2018-14. ASU 2018-14 removes the requirements to disclose the amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year and other disclosure requirements. In addition, the ASU adds the requirement to disclose an explanation for any significant gains and losses related to changes in the benefit obligation for the period. The ASU is effective for fiscal years ending after December 15, 2020 and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company continues to evaluate the impact that adoption of this guidance will have on its consolidated financial statements and related disclosures, but does not expect it to have a material impact. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The standard requires a financial asset measured on an amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. The Company continues to evaluate the impact that adoption of this guidance will have on its consolidated financial statements and related disclosures, but does not expect it to have a material impact. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
ASU 2016-02 [Member] | |
Schedule of Cumulative Effect of Adopting ASU 2016-02 | The cumulative effect of adopting ASU 2016-02 to all leases that had commenced at or prior to April 1, 2019 was as follows: Balance sheet captions impacted by ASU 2016-02 31 March 2019 (prior to adoption of ASU 2016-02) Effect of the adoption of ASU 2016-02 March 31, 2019 (As adjusted) Operating lease right-of use assets (1) $ — $ 18,478 $ 18,478 Current portion of operating lease liability (2) — 3,130 3,130 Operating lease liability less current portion (3) — 16,564 16,564 Current portion of deferred lease rental benefit (4) 435 (435 ) — Deferred lease rental benefit, less current portion (5) 1,144 (1,144 ) — Accumulated deficit (6) (381,025 ) 363 (380,662 ) (1) Recognition of operating lease right-of-use assets and adjusted for the accrued rent and deferred lease rental benefit reclassifications referred to in footnotes (4) and (5) below. (2) Recognition of current portion of operating lease liabilities. (3) Recognition of the long-term portion of operating lease liabilities. (4) Current portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of current portion of deferred lease rental benefit to operating lease right-of-use assets. (5) Long-term portion of deferred gain on sale and lease back transaction transferred to accumulated deficit and reclassification of accrued rent to operating lease right-of-use assets. (6) Transfer of deferred gain on sale and leaseback transaction to accumulated deficit. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,596 $ (2,596 ) $ — — Brands associated with acquired cell lines 535 (165 ) 370 27.7 years Product licenses 904 (587 ) 317 3.7 years Other intangibles 169 (169 ) — — Total $ 4,204 $ (3,517 ) $ 687 16.3years March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Weighted Average Remaining Useful Customer relationships $ 2,564 $ (2,564 ) $ — — Brands associated with acquired cell lines 529 (153 ) 376 28.4 years Product licenses 890 (515 ) 375 4.2 years Other intangibles 167 (167 ) — — Total $ 4,150 $ (3,399 ) $ 751 16.3 years |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt comprises: December 31, 2019 March 31, 2019 Total debt $ 145,000 $ 120,000 Less current portion — — Long-term debt $ 145,000 $ 120,000 Deferred debt costs and royalty liability, net of amortization 8,717 1,855 $ 153,717 $ 121,855 |
Schedule of Outstanding Debt | At December 31, 2019, the outstanding debt was repayable as follows: Within 1 year $ — Between 1 and 2 years 24,167 Between 2 and 3 years 42,292 Between 3 and 4 years 48,333 Between 4 and 5 years 30,208 Total debt $ 145,000 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the dates presented: December 31, 2019 March 31, 2019 Raw materials $ 9,227 $ 8,216 Work in progress 7,595 4,959 Finished goods 2,969 2,376 Total inventories $ 19,791 $ 15,551 |
Summary of Property and Equipment | The following table summarizes property and equipment by categories for the dates presented: December 31, 2019 March 31, 2019 Plant and equipment $ 56,440 $ 51,327 Leasehold improvements 32,411 32,047 Total property and equipment 88,851 83,374 Less: accumulated depreciation (45,426 ) (36,081 ) Total property and equipment, net $ 43,425 $ 47,293 |
Summary of Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following: December 31, 2019 March 31, 2019 Salary and related benefits $ 200 $ 638 Accrued vacation 554 495 Accrued payroll taxes 1,639 1,316 Accrued incentive payments 2,250 3,700 Accrued termination and transition payments 1,256 — Total accrued compensation and benefits $ 5,899 $ 6,149 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2019 March 31, 2019 Accrued legal and professional fees $ 1,739 $ 405 Accrued interest 3,718 6,628 Goods received not invoiced 2,456 1,337 Accrued capital expenditure 1,256 801 Other accrued expenses 3,670 3,287 Total accrued expenses and other current liabilities $ 12,839 $ 12,458 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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: December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 11,355 $ — $ 11,355 Short-term investments (2) 133,371 — — 133,371 Foreign currency forward contracts (3) $ — $ 146 $ — $ 146 Total assets measured at fair value $ 133,371 $ 11,501 $ — $ 144,872 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (3) $ — $ 7 $ — $ 7 Total liabilities measured at fair value $ — $ 7 $ — $ 7 March 31, 2019 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 10,416 $ — $ 10,416 Short-term investments (2) 90,729 — — 90,729 Total assets measured at fair value $ 90,729 $ 10,416 $ — $ 101,145 March 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Foreign currency forward contracts (3) $ — $ 70 $ — $ 70 Total liabilities measured at fair value $ — $ 70 $ — $ 70 (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 10, “Defined Benefit Pension Plans”. (2) The fair value of short-term investments has been determined based on the quoted value of the units held in the money market fund at the balance sheet date. See Note 2, “Summary of Significant Accounting Policies – Short-term Investments”. (3) 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) | 9 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 March 31, 2019 December 31, 2019 March 31, 2019 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 30.24 $ 29.06 Total 666,665 666,665 |
Ordinary Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding ordinary shares were as follows: Shares Issued and Outstanding December 31, 2019 March 31, 2019 Par value Ordinary shares 80,256,946 65,900,447 $ — Total 80,256,946 65,900,447 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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, 2019 1,936,397 $ 7.77 78 Granted 85,623 8.69 120 Exercised (85,920 ) 4.70 — Forfeited (76,121 ) 12.84 — Outstanding —December 31, 2019 1,859,979 $ 7.75 70 Exercisable — December 31, 2019 1,513,110 $ 7.91 63 |
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 July 16, 2019 28,517 $ 10.52 $ 10.52 $ 6.48 October 31, 2019 57,106 $ 7.78 $ 7.78 $ 4.90 |
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: July 16, 2019 October 31, 2019 Risk-free interest rate 2.10 % 1.77 % Expected lives (years) 6 6 Volatility 67.39 % 70.14 % Dividend yield — — Grant date fair value (per share) $ 10.52 $ 7.78 Number granted 28,517 57,106 |
Summary of RSUs | A summary of the RSUs in issue at December 31, 2019 is as follows: Number of RSUs Outstanding Weighted Average Remaining Vesting Period (Months) Period in which the target must be achieved RSUs subject to time based vesting 726,839 11 N/A RSUs subject to milestone based vesting 55,000 N/A N/A |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the Income Tax Expenses at the Statutory Rate | A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended Nine months ended December 31, December 31, 2019 2018 2019 2018 Income tax expense at statutory rate $ — $ — $ — $ — Foreign tax rate differential (1,436 ) (1,328 ) (3,035 ) (3,812 ) Increase in valuation allowance against deferred tax assets 1,450 1,339 3,076 3,845 Provision for income tax $ 14 $ 11 $ 41 $ 33 |
Components of Deferred Tax Assets | Significant components of deferred tax are as follows: December 31, 2019 March 31, 2019 Provisions and reserves $ 1,484 $ 1,442 Fixed asset basis difference 44 34 Operating lease liability 3,994 — Net operating loss carry forwards 20,313 17,330 Gross deferred tax assets $ 25,835 $ 18,806 Operating lease right-of-use assets $ (3,994 ) $ — Net deferred tax asset $ 21,841 $ 18,806 Valuation allowance (21,277 ) (18,201 ) Total $ 564 $ 605 |
Classification of Net Deferred Tax | The balance sheet classification of deferred tax is as follows: December 31, 2019 March 31, 2019 Net noncurrent deferred tax assets $ 564 $ 605 Total $ 564 $ 605 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | |
Schedule of Net Pension Costs | The Company’s Swiss subsidiary has a fully insured pension plan managed by Swiss Life. The costs of this plan were: Quarter ended Nine months ended December 31, December 31, 2019 2018 2019 2018 Employer service cost $ 456 $ 388 $ 1,362 $ 1,183 Interest cost 31 38 93 115 Expected return on plan assets (32 ) (32 ) (94 ) (98 ) Amortization of prior service credit (6 ) (4 ) (17 ) (11 ) Amortization of net loss 54 38 161 116 Net pension cost $ 503 $ 428 $ 1,505 $ 1,305 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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 Nine months ended December 31, December 31, 2019 2018 2019 2018 Numerator: Net loss $ (27,485 ) $ (26,254 ) $ (78,046 ) $ (78,792 ) Net loss available to ordinary shareholders - basic and diluted $ (27,485 ) $ (26,254 ) $ (78,046 ) $ (78,792 ) Denominator: Weighted-average shares outstanding - basic and diluted 73,768,845 56,619,356 68,722,475 51,512,352 Loss per share - basic and diluted $ (0.37 ) $ (0.46 ) $ (1.14 ) $ (1.53 ) |
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 December 31, 2019 and December 31, 2018 as their inclusion would have been anti-dilutive: December 31, 2019 December 31, 2018 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,859,979 2,241,223 Restricted share units awarded, including the multi-year performance related restricted share units 781,839 1,085,752 Ordinary shares issuable on exercise of warrants at $16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of warrants at $0.01 per share — 550,000 2,817,343 4,052,500 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Elements of Lease Expense | The elements of lease expense were as follows: Quarter ended Nine months ended December 31, 2019 December 31, 2019 Operating lease cost $ 950 $ 2,760 Finance lease cost Amortization of right-of-use asset 230 565 Interest on lease liabilities 29 84 Short-term lease cost 18 52 Total lease cost $ 1,227 $ 3,461 |
Summary of Other Information Related to Leases | Other information related to leases was as follows: Nine months ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating leases - operating cash flows $ 2,270 Finance leases - finance cash flows $ 337 Finance leases - operating cash flows $ 84 Non-cash leases activity Right-of-use assets obtained in exchange for new operating lease liabilities $ 5,160 Right-of-use assets obtained in exchange for new finance lease liabilities $ 487 As at December Weighted average remaining lease terms (in years) Operating leases 30.2 Finance leases 2.2 Weighted average discount rate Operating leases 10.1 % Finance leases 5.8 % |
Schedule of Future Lease Payments Required Under Non-Cancellable Operating Leases | Future lease payments required under non-cancellable operating leases in effect as of December 31, 2019 were as follows: December 31, 2019 2020 (excluding the nine months ended December 31, 2019) $ 897 2021 3,441 2022 3,426 2023 3,159 2024 3,164 Thereafter 73,695 Total lease payments $ 87,782 Less : imputed interest (63,486 ) Total operating lease liabilities $ 24,296 |
Schedule of Future Lease Payments Required Under Finance Leases | Future lease payments required under finance leases in effect as of December 31, 2019 were as follows: December 31, 2019 2020 (excluding the nine months ended December 31, 2019) $ 179 2021 578 2022 690 2023 207 2024 3 Thereafter — Total lease payments $ 1,657 Less : imputed interest (185 ) Total finance lease liabilities $ 1,472 |
Schedule of Future Minimum Lease Payments Required Under Non-Cancellable Operating Leases | Future minimum lease payments required under non-cancellable operating leases in effect as of March 31, 2019 were as follows: March 31, 2019 2020 $ 3,387 2021 1,861 2022 1,858 2023 1,830 2024 1,841 Thereafter 71,507 Total minimum future lease payments $ 82,284 |
Schedule of Future Minimum Lease Payments Required Under Finance Leases | Future annual lease payments required under finance leases in effect as of March 31, 2019 were as follows: March 31, 2019 2020 471 2021 369 2022 306 2023 190 Thereafter — Total minimum future lease payments $ 1,336 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (458,708) | $ (381,025) |
Cash holdings and short-term investments | $ 138,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | Mar. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | |
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 9,015,000 | $ 7,510,000 | $ 7,507,000 | $ 7,510,000 |
Number of customer represent 10% or more of accounts receivable | Customer | 1 | 1 | ||
Number of customer represent 10% or more of product sales | Customer | 1 | 1 | 1 | |
Stock-based compensation cost included in inventory | $ 0 | $ 0 | ||
Impairment losses | $ 0 | $ 0 | ||
Class of warrants description | As of December 31, 2019, the Company had one class of warrants to purchase ordinary shares outstanding, which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment or increase of the Company’s then existing secured term loan facility. | |||
Secured Notes [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Senior secured notes, Interest rate | 12.00% | |||
Debt instrument one-time consent payment | $ 3,900,000 | |||
Amendment Products [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Milestone amount receivable upon fulfillment of achievement | $ 0 | |||
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 | |||
Plant, Machinery and Equipment [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Plant, machinery and equipment useful life | 4 years | |||
Plant, Machinery and Equipment [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Plant, machinery and equipment useful life | 20 years | |||
Ortho's [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Milestone revenue recognized | $ 1,050,000 | $ 450,000 | ||
MosaiQ [Member] | Secured Notes [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% | |||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 63.00% | 55.00% | ||
Customer Concentration Risk [Member] | Sales [Member] | Product [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 60.00% | 59.00% | ||
Security For Property Rental Obligations of Subsidiary [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 315,000 | $ 307,000 | ||
Senior Secured Notes Due 2023 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Senior secured notes, Interest rate | 12.00% | |||
Senior Secured Notes Due 2023 [Member] | Cash Reserve Account Held by Collateral Agent [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 8,700,000 | $ 7,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cumulative Effect of Adopting ASU 2016-02 (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Significant Accounting Policies [Line Items] | ||
Operating lease right-of use assets | $ 22,798 | |
Current portion of operating lease liability | 3,157 | |
Operating lease liability less current portion | 21,139 | |
Current portion of deferred lease rental benefit | $ 435 | |
Deferred lease rental benefit, less current portion | 1,144 | |
Accumulated deficit | $ (458,708) | (381,025) |
ASU 2016-02 [Member] | Prior to Adoption of ASU 2016-02 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Current portion of deferred lease rental benefit | 435 | |
Deferred lease rental benefit, less current portion | 1,144 | |
Accumulated deficit | (381,025) | |
ASU 2016-02 [Member] | Effect of Adoption of ASU 2016-02 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Operating lease right-of use assets | 18,478 | |
Current portion of operating lease liability | 3,130 | |
Operating lease liability less current portion | 16,564 | |
Current portion of deferred lease rental benefit | (435) | |
Deferred lease rental benefit, less current portion | (1,144) | |
Accumulated deficit | 363 | |
ASU 2016-02 [Member] | After the Adoption of ASU 2016-02 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Operating lease right-of use assets | 18,478 | |
Current portion of operating lease liability | 3,130 | |
Operating lease liability less current portion | 16,564 | |
Accumulated deficit | $ (380,662) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,204 | $ 4,150 |
Accumulated Amortization | (3,517) | (3,399) |
Net Carrying Amount | $ 687 | $ 751 |
Weighted Average Remaining Useful Life | 16 years 3 months 18 days | 16 years 3 months 18 days |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,596 | $ 2,564 |
Accumulated Amortization | (2,596) | (2,564) |
Brands Associated with Acquired Cell Lines [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 535 | 529 |
Accumulated Amortization | (165) | (153) |
Net Carrying Amount | $ 370 | $ 376 |
Weighted Average Remaining Useful Life | 27 years 8 months 12 days | 28 years 4 months 24 days |
Product Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 904 | $ 890 |
Accumulated Amortization | (587) | (515) |
Net Carrying Amount | $ 317 | $ 375 |
Weighted Average Remaining Useful Life | 3 years 8 months 12 days | 4 years 2 months 12 days |
Other Intangibles [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 169 | $ 167 |
Accumulated Amortization | $ (169) | $ (167) |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Debt Disclosure [Abstract] | ||
Total debt | $ 145,000 | $ 120,000 |
Long-term debt | 145,000 | 120,000 |
Deferred debt costs and royalty liability, net of amortization | 8,717 | 1,855 |
Long-term debt, less current portion | $ 153,717 | $ 121,855 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | May 15, 2019 | Jun. 29, 2018 | Oct. 14, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 18, 2018 |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of notes issued | $ 25,000,000 | $ 36,000,000 | ||||
Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, issuance date | Oct. 14, 2016 | |||||
Aggregate principal amount of notes issued | $ 25,000,000 | $ 36,000,000 | $ 84,000,000 | |||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Secured Notes on June 29, 2018. | |||||
Debt instrument, restrictive covenants | The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. | |||||
Debt instrument, percentage of repurchase price on change of control | 101.00% | |||||
Debt instrument, percentage of repurchase price on certain asset sales | 100.00% | |||||
Payment to cash reserve account held by collateral agent | $ 1,500,000 | $ 8,700,000 | ||||
Debt instrument date of first required payment, interest | Apr. 15, 2017 | |||||
Debt instrument date of first required payment, principal | Apr. 15, 2021 | |||||
Debt instrument, interest rate | 12.00% | |||||
Secured Notes [Member] | MosaiQ [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% | |||||
Secured Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of notes available for issue | $ 120,000,000 | $ 145,000,000 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Long-term Debt, Rolling Maturity [Abstract] | ||
Between 1 and 2 years | $ 24,167 | |
Between 2 and 3 years | 42,292 | |
Between 3 and 4 years | 48,333 | |
Between 4 and 5 years | 30,208 | |
Total debt | $ 145,000 | $ 120,000 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,227 | $ 8,216 |
Work in progress | 7,595 | 4,959 |
Finished goods | 2,969 | 2,376 |
Total inventories | $ 19,791 | $ 15,551 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2019 | |
Raw materials | $ 9,227,000 | $ 8,216,000 | ||
Work in progress | 7,595,000 | 4,959,000 | ||
Finished goods | 2,969,000 | 2,376,000 | ||
Termination benefit costs | 856,000 | $ 0 | $ 0 | |
Transition benefit costs | 400,000 | $ 0 | $ 0 | |
MosaiQ Project [Member] | ||||
Raw materials | 7,520,000 | 6,187,000 | ||
Work in progress | 3,980,000 | 2,311,000 | ||
Finished goods | $ 641,000 | $ 235,000 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 88,851 | $ 83,374 |
Less: accumulated depreciation | (45,426) | (36,081) |
Total property and equipment, net | 43,425 | 47,293 |
Plant and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 56,440 | 51,327 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 32,411 | $ 32,047 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Detail - Summary of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expenses | $ 2,901 | $ 3,058 | $ 8,923 | $ 9,428 |
Consolidated Balance Sheet De_7
Consolidated Balance Sheet Detail - Summary of Accrued Compensation and Benefits (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Compensation Related Costs [Abstract] | ||
Salary and related benefits | $ 200 | $ 638 |
Accrued vacation | 554 | 495 |
Accrued payroll taxes | 1,639 | 1,316 |
Accrued incentive payments | 2,250 | 3,700 |
Accrued termination and transition payments | 1,256 | |
Total accrued compensation and benefits | $ 5,899 | $ 6,149 |
Consolidated Balance Sheet De_8
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued legal and professional fees | $ 1,739 | $ 405 |
Accrued interest | 3,718 | 6,628 |
Goods received not invoiced | 2,456 | 1,337 |
Accrued capital expenditure | 1,256 | 801 |
Other accrued expenses | 3,670 | 3,287 |
Total accrued expenses and other current liabilities | $ 12,839 | $ 12,458 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 31, 2019USD ($)Contracts$ / £ |
January 2020 through March 2020 [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 | $ / £ | 1.3245 |
April 2020 through June 2020 [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 | $ / £ | 1.30 |
July 2020 through September 2020 [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 | $ / £ | 1.28 |
October 2020 through December 2020 [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 | $ / £ | 1.2520 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | |
Assets: | |||
Total assets measured at fair value | $ 144,872 | $ 101,145 | |
Liabilities: | |||
Total liabilities measured at fair value | 7 | 70 | |
Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 11,355 | 10,416 |
Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 133,371 | 90,729 |
Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | 146 | |
Liabilities: | |||
Total liabilities measured at fair value | [3] | 7 | 70 |
Level 1 [Member] | |||
Assets: | |||
Total assets measured at fair value | 133,371 | 90,729 | |
Level 1 [Member] | Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 133,371 | 90,729 |
Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 11,501 | 10,416 | |
Liabilities: | |||
Total liabilities measured at fair value | 7 | 70 | |
Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 11,355 | 10,416 |
Level 2 [Member] | Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | 146 | |
Liabilities: | |||
Total liabilities measured at fair value | [3] | $ 7 | $ 70 |
[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 10, “Defined Benefit Pension Plans”. | ||
[2] | The fair value of short-term investments has been determined based on the quoted value of the units held in the money market fund at the balance sheet date. See Note 2, “Summary of Significant Accounting Policies – Short-term Investments”. | ||
[3] | 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 Share_2
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 |
Class Of Stock [Line Items] | ||||||
Ordinary shares, shares issued | 80,256,946 | 65,900,447 | ||||
Ordinary shares, shares outstanding | 80,256,946 | 65,900,447 | ||||
Ordinary shares, par value | ||||||
Preference shares, shares issued | 666,665 | 666,665 | ||||
Preference shares, shares outstanding | 666,665 | 666,665 | ||||
7% Cumulative Redeemable Preference Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Preference shares, shares issued | 666,665 | 666,665 | ||||
Preference shares, shares outstanding | 666,665 | 666,665 | ||||
Liquidation amount per share | $ 30.24 | $ 29.06 | ||||
Ordinary Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Ordinary shares, shares issued | 80,256,946 | 65,900,447 | ||||
Ordinary shares, shares outstanding | 80,256,946 | 66,366,706 | 65,900,447 | 64,972,552 | 54,229,503 | 45,646,424 |
Ordinary shares, par value |
Ordinary and Preference Share_3
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7.00% | 7.00% |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7.00% | 7.00% |
Ordinary and Preference Share_4
Ordinary and Preference Shares - Additional Information (Detail) - Ordinary Shares [Member] - USD ($) $ / shares in Units, $ in Millions | Nov. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||
Newly issued ordinary shares Issues | 13,800,000 | 13,800,000 | 10,615,385 | 13,800,000 | 19,085,068 |
Newly issued ordinary price per share | $ 7 | ||||
Proceeds from issuance of ordinary shares | $ 96.6 | ||||
Underwriting discounts and other offering expenses | $ 6.2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,196 | $ 1,073 | $ 3,375 | $ 3,576 |
Risk-free interest rate, Description | Risk-Free Interest Rate. The risk-free interest rate was based on the US Treasury 10-year bond yield in effect at the time of grant. | |||
Restricted Stock Units (RSUs) [Member] | Time Based Vesting [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units outstanding | 726,839 | 726,839 | ||
Weighted average remaining vesting period | 11 months | |||
Restricted Stock Units (RSUs) [Member] | Milestone Vesting [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units outstanding | 55,000 | 55,000 | ||
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 | $ 9.51 | $ 9.51 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - $ / shares | Oct. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2019 | Mar. 31, 2019 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Share Options Outstanding, Beginning Balance | 1,936,397 | |||
Number of Share Options Outstanding, Granted | 57,106 | 28,517 | 85,623 | |
Number of Share Options Outstanding, Exercised | (85,920) | |||
Number of Share Options Outstanding, Forfeited | (76,121) | |||
Number of Share Options Outstanding, Ending Balance | 1,859,979 | 1,936,397 | ||
Number of Share Options Outstanding, Exercisable | 1,513,110 | |||
Weighted-Average Exercise Price, Beginning Balance | $ 7.77 | |||
Weighted-Average Exercise Price, Granted | 8.69 | |||
Weighted-Average Exercise Price, Exercised | 4.70 | |||
Weighted-Average Exercise Price, Forfeited | 12.84 | |||
Weighted-Average Exercise Price, Ending Balance | 7.75 | $ 7.77 | ||
Weighted-Average Exercise Price, Exercisable | $ 7.91 | |||
Weighted-Average Remaining Contractual Life, Outstanding | 70 months | 78 months | ||
Weighted-Average Remaining Contractual Life, Granted | 120 months | |||
Weighted-Average Remaining Contractual Life, Exercisable | 63 months |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Detail) - $ / shares | Oct. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Granted | 57,106 | 28,517 | 85,623 |
Exercise Price | $ 8.69 | ||
Ordinary Shares Fair Value Per Share at Grant Date | $ 7.78 | $ 10.52 | |
July 16, 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Jul. 16, 2019 | ||
Number of Options Granted | 28,517 | ||
Exercise Price | $ 10.52 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 10.52 | ||
Per Share Intrinsic Value of Options | $ 6.48 | ||
October 31, 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Oct. 31, 2019 | ||
Number of Options Granted | 57,106 | ||
Exercise Price | $ 7.78 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 7.78 | ||
Per Share Intrinsic Value of Options | $ 4.90 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Assumptions to Share Options Issued (Detail) - $ / shares | Oct. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2019 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 1.77% | 2.10% | |
Expected lives (years) | 6 years | 6 years | |
Volatility | 70.14% | 67.39% | |
Grant date fair value (per share) | $ 7.78 | $ 10.52 | |
Number granted | 57,106 | 28,517 | 85,623 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Dec. 31, 2019shares | |
Time Based Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 726,839 |
Weighted Average Remaining Vesting Period (Months) | 11 months |
Milestone Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 55,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Income Tax Expenses at the Statutory Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Foreign tax rate differential | $ (1,436) | $ (1,328) | $ (3,035) | $ (3,812) |
Increase in valuation allowance against deferred tax assets | 1,450 | 1,339 | 3,076 | 3,845 |
Provision for income tax | $ 14 | $ 11 | $ 41 | $ 33 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Provisions and reserves | $ 1,484 | $ 1,442 |
Fixed asset basis difference | 44 | 34 |
Operating lease liability | 3,994 | |
Net operating loss carry forwards | 20,313 | 17,330 |
Gross deferred tax assets | 25,835 | 18,806 |
Operating lease right-of-use assets | (3,994) | |
Net deferred tax asset | 21,841 | 18,806 |
Valuation allowance | (21,277) | (18,201) |
Total | $ 564 | $ 605 |
Income Taxes - Classification o
Income Taxes - Classification of Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net noncurrent deferred tax assets | $ 564 | $ 605 |
Total | $ 564 | $ 605 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Additional deferred tax expense | $ 1,004 |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Schedule of Net Pension Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ||||
Employer service cost | $ 456 | $ 388 | $ 1,362 | $ 1,183 |
Interest cost | 31 | 38 | 93 | 115 |
Expected return on plan assets | (32) | (32) | (94) | (98) |
Amortization of prior service credit | (6) | (4) | (17) | (11) |
Amortization of net loss | 54 | 38 | 161 | 116 |
Net pension cost | $ 503 | $ 428 | $ 1,505 | $ 1,305 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 954 | $ 852 | |
Scenario, Forecast [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 1,208 |
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 | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||
Net loss | $ (27,485) | $ (26,254) | $ (78,046) | $ (78,792) |
Net loss available to ordinary shareholders - basic and diluted | $ (27,485) | $ (26,254) | $ (78,046) | $ (78,792) |
Denominator: | ||||
Weighted-average shares outstanding - basic and diluted | 73,768,845 | 56,619,356 | 68,722,475 | 51,512,352 |
Loss per share - basic and diluted | $ (0.37) | $ (0.46) | $ (1.14) | $ (1.53) |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 2,817,343 | 4,052,500 |
Exercise Of Options To Purchase Ordinary Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,859,979 | 2,241,223 |
Restricted Share Units Awarded, Including Multi-Year Performance [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 781,839 | 1,085,752 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 111,525 | 111,525 |
Exercise Of Warrants At $9.375 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 64,000 | 64,000 |
Exercise Of Warrants At $0.01 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 550,000 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants per share | $ 16.14 | $ 16.14 |
Exercise Of Warrants At $9.375 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants per share | $ 9.375 | 9.375 |
Exercise Of Warrants At $0.01 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants per share | $ 0.01 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) $ in Thousands, £ in Millions | 9 Months Ended | |||
Dec. 31, 2019USD ($)ft²Sublease | Dec. 31, 2019GBP (£)ft² | Mar. 31, 2019USD ($) | Mar. 31, 2015 | |
Lessee Lease Description [Line Items] | ||||
Number of sublease agreements | Sublease | 0 | |||
Area of conventional reagents manufacturing facility | ft² | 87,200 | 87,200 | ||
Lease commencement period | 2018-03 | |||
Lease expiration period | 2052-09 | |||
Lease term | 5 years | |||
Lessee, operating lease, extended term | 5 years | 5 years | ||
Lessee, operating lease, option to extend, description | This lease was extended for a further five-year period to March 14, 2025. | |||
Lessee, operating lease, existence of option to extend | true | |||
Lessee, operating lease, expiration date | Mar. 14, 2025 | |||
Operating lease right-of-use assets | $ 22,798 | |||
Operating lease liability | 24,296 | |||
Operating lease liability, current | 3,157 | |||
Finance lease right of use asset | 1,975 | |||
Finance lease liability | 1,472 | |||
Finance lease liability, current | 522 | $ 471 | ||
Other Non-current Assets [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Rent deposit | $ 4,700 | £ 3.6 | $ 4,700 | |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease term | 1 year | 1 year | ||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease term | 3 years | 3 years |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Elements of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 950 | $ 2,760 |
Finance lease cost | ||
Amortization of right-of-use asset | 230 | 565 |
Interest on lease liabilities | 29 | 84 |
Short-term lease cost | 18 | 52 |
Total lease cost | $ 1,227 | $ 3,461 |
Lease Commitments - Summary of
Lease Commitments - Summary of Other Information Related to Leases (Detail) $ in Thousands | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating leases - operating cash flows | $ 2,270 |
Finance leases - finance cash flows | 337 |
Finance leases - operating cash flows | 84 |
Non-cash leases activity | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 5,160 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 487 |
Weighted average remaining lease terms (in years) | |
Operating leases | 30 years 2 months 12 days |
Finance leases | 2 years 2 months 12 days |
Weighted average discount rate | |
Operating leases | 10.10% |
Finance leases | 5.80% |
Lease Commitments - Schedule _2
Lease Commitments - Schedule of Future Lease Payments Required Under Non-Cancellable Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 (excluding the nine months ended December 31, 2019) | $ 897 |
2021 | 3,441 |
2022 | 3,426 |
2023 | 3,159 |
2024 | 3,164 |
Thereafter | 73,695 |
Total lease payments | 87,782 |
Less : imputed interest | (63,486) |
Total operating lease liabilities | $ 24,296 |
Lease Commitments - Schedule _3
Lease Commitments - Schedule of Future Lease Payments Required Under Finance Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 (excluding the nine months ended December 31, 2019) | $ 179 |
2021 | 578 |
2022 | 690 |
2023 | 207 |
2024 | 3 |
Total lease payments | 1,657 |
Less : imputed interest | (185) |
Total finance lease liabilities | $ 1,472 |
Lease Commitments - Schedule _4
Lease Commitments - Schedule of Future Minimum Lease Payments Required Under Non-Cancellable Operating Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 3,387 |
2021 | 1,861 |
2022 | 1,858 |
2023 | 1,830 |
2024 | 1,841 |
Thereafter | 71,507 |
Total minimum future lease payments | $ 82,284 |
Lease Commitments - Schedule _5
Lease Commitments - Schedule of Future Minimum Lease Payments Required Under Finance Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 471 |
2021 | 369 |
2022 | 306 |
2023 | 190 |
Total minimum future lease payments | $ 1,336 |