Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QTNT | |
Title of 12(b) Security | Ordinary Shares, nil par value | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | QUOTIENT LIMITED | |
Entity Central Index Key | 0001596946 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 101,589,125 | |
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 | |
Amendment Description | Quotient Limited (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the three months ended June 30, 2021 (this “Amendment No. 1”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 5, 2021 (the “Original Form 10-Q”) to amend and restate the Company’s June 30, 2021 Quarterly Report on Form 10-Q, as further described below. As previously disclosed, we have restated our audited consolidated financial statements as of and for the year ended March 31, 2021, 2020, and 2019 which restatement was effective with the filing of our Amended Annual Report on Form 10-K/A. As disclosed in our Amended Annual Report, we are also restating our June 30, 2021 Quarterly Report on Form 10-Q to correct for the impact of such restatement on our unaudited quarterly condensed consolidated financial statements, as further described below. This amended and restated report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date or modify or update disclosures in any way other than as required to reflect the restatements impacting our financial statements presented herein. Accordingly, this Amendment No. 1 on Form 10-Q/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 10-Q. The Company is filing this Amendment No. 1 on Form 10-Q/A to reflect a restatement of the Company’s condensed consolidated financial statements as of and for the three months ended June 30, 2021 and June 30, 2020, to correct errors in the Company’s accounting for its 12% Senior Secured Notes due 2024 (“Secured Notes“) and related royalty rights agreements. Subsequent to the issuance of the Original Form 10-Q, management of the Company determined that it did not identify the correct accounting treatment at the time of entering into these transactions and accounted for these instruments on a combined basis instead of treating these as separate freestanding financial instruments. This non-cash error resulted in an understatement of interest expense and total liabilities associated with these instruments. This Amendment No. 1 on Form 10-Q/A sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatements. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context. In connection with the filing of this Form 10-Q/A, the Company has also corrected certain errors that the Company had previously determined were not material to the originally issued quarterly condensed consolidated financial statements. Refer to Note 2, Restatement of Previously Reported Condensed Consolidated Financial Statements, of this Form 10-Q/A for additional information and for the summary of the accounting impacts of this adjustment to the Company’s condensed consolidated financial statements. The following items have been amended as a result of the restatement: Part I, Item 1, “Financial Statements”, Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and Part I, Item 4, “Controls and Procedures”, In accordance with applicable SEC rules, this Amendment No. 1 on Form 10-Q/A includes an updated signature page and certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 as required by Rule 12b-15. As a result of the restatement, the Company has concluded its disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2021, due to a material weakness in the Company's internal control over financial reporting as of June 30, 2021. See additional discussion included in Part I Item 4 of this amended quarterly report. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 114,547 | $ 45,673 | $ 7,325 | |
Short-term investments | 52,112 | 65,999 | ||
Trade accounts receivable, net | 4,452 | 5,323 | ||
Inventories | 23,161 | 22,011 | ||
Prepaid expenses and other current assets | 8,292 | 4,870 | ||
Total current assets | 202,564 | 143,876 | ||
Restricted cash | 8,306 | 9,024 | 9,021 | |
Property and equipment, net | 38,134 | 39,071 | ||
Operating lease right-of-use assets | 21,716 | 22,011 | ||
Intangible assets, net | 603 | 619 | ||
Deferred income taxes | 239 | 255 | ||
Other non-current assets | 4,984 | 4,956 | ||
Total assets | 276,546 | 219,812 | ||
Current liabilities: | ||||
Accounts payable | 4,616 | 4,659 | ||
Accrued compensation and benefits | 8,314 | 12,343 | ||
Accrued expenses and other current liabilities | 10,656 | 14,009 | ||
Current portion of long-term debt | 30,208 | 24,167 | ||
Current portion of operating lease liability | 3,374 | 3,446 | ||
Current portion of finance lease obligation | 883 | 835 | ||
Total current liabilities | 58,051 | 59,459 | ||
Long-term debt, less current portion | 197,881 | 145,059 | ||
Convertible loan derivatives | 29,886 | |||
Operating lease liability, less current portion | 20,872 | 20,907 | ||
Finance lease obligation, less current portion | 440 | 445 | ||
Deferred income taxes | 1,649 | 1,152 | ||
Defined benefit pension plan obligation | 7,218 | 6,896 | ||
7% Cumulative redeemable preference shares | 21,738 | 21,475 | ||
Total liabilities | 337,735 | 255,393 | ||
Commitments and contingencies | ||||
Shareholders' equity (deficit): | ||||
Ordinary shares (nil par value) 101,527,188 and 101,264,412 issued and outstanding at June 30, 2021 and March 31, 2021 respectively | 540,734 | 540,813 | ||
Additional paid in capital | 39,939 | 38,116 | ||
Accumulated other comprehensive loss | (14,658) | (14,598) | ||
Accumulated deficit | (627,204) | (599,912) | ||
Total shareholders' equity (deficit) | (61,189) | (35,581) | $ (34,124) | $ (8,489) |
Total liabilities and shareholders' equity (deficit) | $ 276,546 | $ 219,812 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Statement Of Financial Position [Abstract] | ||
Preference share dividend percentage | 7.00% | 7.00% |
Common stock, par value | ||
Common stock, shares issued | 101,527,188 | 101,264,412 |
Common stock, shares outstanding | 101,527,188 | 101,264,412 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||
Total revenue | $ 9,089 | $ 8,924 |
Cost of revenue | (4,777) | (5,414) |
Gross profit | 4,312 | 3,510 |
Operating expenses: | ||
Sales and marketing | (2,493) | (2,243) |
Research and development, net of government grants | (13,531) | (11,415) |
General and administrative expense: | ||
Compensation expense in respect of share options and management equity incentives | (1,823) | (960) |
Other general and administrative expenses | (8,353) | (8,578) |
Total general and administrative expense | (10,176) | (9,538) |
Total operating expense | (26,200) | (23,196) |
Operating loss | (21,888) | (19,686) |
Other (expense) income: | ||
Interest expense, net | (3,002) | (6,931) |
Other, net | (1,732) | 208 |
Other expense, net | (4,734) | (6,723) |
Loss before income taxes | (26,622) | (26,409) |
Provision for income taxes | (670) | 153 |
Net loss | (27,292) | (26,256) |
Other comprehensive income (loss): | ||
Change in fair value of foreign currency cash flow hedges | (112) | (3) |
Change in unrealized gain on short-term investments | (121) | (404) |
Foreign currency gain (loss) | 158 | 171 |
Provision for pension benefit obligation | 15 | (162) |
Other comprehensive loss, net | (60) | (398) |
Comprehensive loss | (27,352) | (26,654) |
Net loss available to ordinary shareholders - basic and diluted | $ (27,292) | $ (26,256) |
Loss per share - basic and diluted | $ (0.27) | $ (0.33) |
Weighted-average shares outstanding - basic and diluted | 101,390,749 | 80,485,985 |
Product Sales [Member] | ||
Revenue: | ||
Total revenue | $ 9,041 | $ 8,924 |
Other Revenues [Member] | ||
Revenue: | ||
Total revenue | $ 48 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Additional paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Mar. 31, 2020 | $ (8,489) | $ 459,931 | $ 33,132 | $ (12,672) | $ (488,880) |
Beginning balance, Shares at Mar. 31, 2020 | 80,398,326 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | 59 | $ 59 | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 195,114 | ||||
Net loss | (26,256) | (26,256) | |||
Change in the fair value of foreign currency cash flow hedges | (3) | (3) | |||
Change in unrealized gain on short-term investments | (404) | (404) | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | 4,685 | 4,685 | |||
Retranslation of foreign entities | (4,514) | (4,514) | |||
Provision for pension benefit obligation | (162) | (162) | |||
Other comprehensive loss | (398) | (398) | |||
Stock-based compensation | 960 | 960 | |||
Ending balance at Jun. 30, 2020 | (34,124) | $ 459,990 | 34,092 | (13,070) | (515,136) |
Ending balance, Shares at Jun. 30, 2020 | 80,593,440 | ||||
Beginning balance at Mar. 31, 2021 | $ (35,581) | $ 540,813 | 38,116 | (14,598) | (599,912) |
Beginning balance, Shares at Mar. 31, 2021 | 101,264,412 | 101,264,412 | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | $ (79) | $ (79) | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 262,776 | ||||
Net loss | (27,292) | (27,292) | |||
Change in the fair value of foreign currency cash flow hedges | (112) | (112) | |||
Change in unrealized gain on short-term investments | (121) | (121) | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | (4,989) | (4,989) | |||
Retranslation of foreign entities | 5,147 | 5,147 | |||
Provision for pension benefit obligation | 15 | 15 | |||
Other comprehensive loss | (60) | (60) | |||
Stock-based compensation | 1,823 | 1,823 | |||
Ending balance at Jun. 30, 2021 | $ (61,189) | $ 540,734 | $ 39,939 | $ (14,658) | $ (627,204) |
Ending balance, Shares at Jun. 30, 2021 | 101,527,188 | 101,527,188 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (27,292) | $ (26,256) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and loss on disposal of fixed assets | 1,930 | 2,093 |
Share-based compensation | 1,823 | 960 |
Increase in deferred lease rentals | 176 | 169 |
Swiss pension obligation | 188 | 253 |
Amortization of deferred debt issue costs | (1,641) | 3,083 |
Change in fair value of convertible loan derivatives | 1,984 | |
Accrued preference share dividends | 263 | 263 |
Income taxes | 502 | (153) |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | 893 | (587) |
Inventories | (834) | (638) |
Accounts payable and accrued liabilities | (2,382) | (1,664) |
Accrued compensation and benefits | (4,181) | (2,025) |
Other assets | (3,482) | (306) |
Net cash used in operating activities | (32,053) | (24,808) |
INVESTING ACTIVITIES: | ||
Increase in short-term investments | (4,500) | |
Realization of short-term investments | 18,551 | 29,314 |
Purchase of property and equipment | (1,405) | (830) |
Net cash provided by investing activities | 12,646 | 28,484 |
FINANCING ACTIVITIES: | ||
Repayment of finance leases | (213) | (171) |
Proceeds from issuance of long-term debt | 104,222 | |
Debt issuance costs | (3,732) | |
Repayments of long-term debt | (12,083) | |
(Cost of) proceeds from issuance of ordinary shares and warrants | (79) | 59 |
Net cash provided by (used in) financing activities | 88,115 | (112) |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (552) | (158) |
Change in cash, cash equivalents and restricted cash | 68,156 | 3,406 |
Beginning cash, cash equivalents and restricted cash | 54,697 | 12,940 |
Ending cash, cash equivalents and restricted cash | 122,853 | 16,346 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 114,547 | 7,325 |
Restricted cash | 8,306 | 9,021 |
Ending cash, cash equivalents and restricted cash | $ 122,853 | $ 16,346 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business The principal activity of Quotient Limited (the “Company”) and its subsidiaries (the “Group”) is the development, manufacture and sale of products for the global transfusion diagnostics market. Products manufactured by the Group are sold to hospitals, blood banking operations and other diagnostics companies worldwide. Basis of Presentation The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. In accordance with those rules and regulations, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The March 31, 2021 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, 2021 included in the Company’s Annual Report on Form 10-K/A for the year then ended. The results of operations for the three month period ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending March 31, 2022 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 $627.2 million as of June 30, 2021. At June 30, 2021, the Company had available cash holdings and short-term investments of $166.7 million. T hese holdings include $32.6 million of investments, which is net of impairment and foreign currency impacts, held in two short-term investment funds with Credit Suisse Asset Management (‘CSAM’) that are currently in the process of being liquidated. The remaining short-term investments to be liquidated are subject to significant valuation uncertainty. The Company recognized an impairment of $2.3 million related to one of the funds invested with CSAM for the year ended March 31, 2021. No additional information was received during the quarter ended June 30, 2021 that would indicate further impairments were required. During July of 2021, payments from the CSAM funds of $5.8 million were received. While the timing and amount of further payments are not clear (see Note 7), the Company estimates that it will receive the remaining distributions over the next year. Should that not be the case, the Company has identified compensating, controllable operating expense and discretionary capital expenditure mitigation measures which would not adversely impact strategic objectives. The Company’s existing available cash and short-term investment balances are adequate to meet its forecasted cash requirements for the next twelve months and accordingly the financial statements have been prepared on the going concern basis. Thereafter, the Company expects to fund its operations, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization, from existing available cash and short-term investment balances, the sale of rights and other assets, and the issuance of new equity or debt. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The extent to which the COVID-19 pandemic will impact the Company’s business, operations and financial results will depend on future developments and numerous evolving factors, which are highly uncertain and difficult to predict. condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Restatement of Previously Repor
Restatement of Previously Reported Consolidated Financial Statements | 3 Months Ended |
Jun. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Reported Consolidated Financial Statements | Note 2: Restatement of Previously Reported Consolidated Financial Statements Restatement In connection with the preparation of the company’s unaudited condensed consolidated financial statements for the fiscal quarter ended September 30, 2021, management of the Company identified an error related to the accounting of the Senior Secured Notes and royalty rights agreements originating in October 2016, August 2018, and June 2019. Specifically, management of the Company determined that it did not identify the correct accounting treatment at the time of entering into these transactions and accounted for these instruments on a combined basis instead of treating these as separate freestanding financial instruments. Refer to our annual report on Form 10-K/A for information regarding the restatement of the March 31, 2021 balance sheet. Description of Misstatements (A) The Company historically accounted for its term debt and royalty rights agreements on a combined basis instead of separately recognizing them as standalone financial instruments. Over time, the subsequent accounting on a standalone basis differed from the combined accounting treatment and resulted in an increase to Interest expense, increase to long-term debt, and increase or decrease to foreign exchange gains/(losses) over the impacted periods. (B) Over recognition of depreciation expense related to specific property and equipment. The Company has recorded adjustments to recognize these amounts in the appropriate period(s). (C) Under-accrual for fringe benefits and taxes associated with employee compensation arrangements. The Company has recorded adjustments to recognize these amounts in the appropriate period(s). (D) Adjustment to recognize the foreign currency impact of certain immaterial monetary items within Other, net previously recognized in Foreign currency gain (loss) (E) The Company recognized an out of period adjustment for deferred tax assets related to certain research and development initiatives. (F) Correction of other immaterial errors. June 30, 2021 As previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Current assets: Cash and cash equivalents $ 114,547 $ — $ 114,547 Short-term investments 52,112 — 52,112 Trade accounts receivable, net 4,452 — 4,452 Inventories 23,161 — 23,161 Prepaid expenses and other current assets 8,292 — 8,292 Total current assets 202,564 — 202,564 Restricted cash 8,306 — 8,306 Property and equipment, net 38,134 — 38,134 Operating lease right-of-use assets 21,716 — 21,716 Intangible assets, net 603 — 603 Deferred income taxes 239 — 239 Other non-current assets 4,984 — 4,984 Total assets $ 276,546 $ — $ 276,546 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 4,616 $ — $ 4,616 Accrued compensation and benefits 8,314 — 8,314 Accrued expenses and other current liabilities 10,656 — 10,656 Current portion of long-term debt 30,208 — 30,208 Current portion of operating lease liability 3,374 — 3,374 Current portion of finance lease obligation 883 — 883 Total current liabilities 58,051 — 58,051 Long-term debt, less current portion 188,388 9,493 (A) 197,881 Convertible loan derivatives 29,886 — 29,886 Operating lease liability, less current portion 20,872 — 20,872 Finance lease obligation, less current portion 440 — 440 Deferred income taxes 1,649 — 1,649 Defined benefit pension plan obligation 7,218 — 7,218 7% Cumulative redeemable preference shares 21,738 — 21,738 Total liabilities 328,242 9,493 337,735 Commitments and contingencies Shareholders' equity (deficit): Ordinary shares ( nil issued and outstanding at June 30, 2021 and March 31, 2021 respectively 540,734 — 540,734 Additional paid in capital 39,939 — 39,939 Accumulated other comprehensive loss (16,066 ) 1,408 (D) (14,658 ) Accumulated deficit (616,303 ) (10,901 ) (A)(D) (627,204 ) Total shareholders' equity (deficit) (51,696 ) (9,493 ) (61,189 ) Total liabilities and shareholders' equity (deficit) $ 276,546 $ — $ 276,546 (unaudited) Quarter ended June 30, 2021 As previously Reported Restatement Impacts Restatement Reference As Restated Revenue: Product sales $ 9,041 $ — $ 9,041 Other revenues 48 — 48 Total revenue 9,089 — 9,089 Cost of revenue (5,290 ) 513 (F) (4,777 ) Gross profit 3,799 513 4,312 Operating expenses: Sales and marketing (2,493 ) — (2,493 ) Research and development, net of government grants (12,477 ) (1,054 ) (B)(F) (13,531 ) General and administrative expense: Compensation expense in respect of share options and management equity incentives (1,823 ) — (1,823 ) Other general and administrative expenses (8,983 ) 630 (C)(E) (8,353 ) Total general and administrative expense (10,806 ) 630 (10,176 ) Total operating expense (25,776 ) (424 ) (26,200 ) Operating loss (21,977 ) 89 (21,888 ) Other income (expense): Interest expense, net (632 ) (2,370 ) (A) (3,002 ) Other, net (1,791 ) 59 (D) (1,732 ) Other income (expense), net (2,423 ) (2,311 ) (4,734 ) Loss before income taxes (24,400 ) (2,222 ) (26,622 ) Provision for income taxes 2 (672 ) (D) (670 ) Net loss $ (24,398 ) $ (2,894 ) $ (27,292 ) Other comprehensive income (loss): Change in fair value of effective portion of foreign currency cash flow hedges $ (112 ) $ — $ (112 ) Unrealized gain (loss) on short-term investments (121 ) — (121 ) Foreign currency gain (loss) 217 (59 ) (D) 158 Provision for pension benefit obligation 15 — 15 Other comprehensive loss, net (1 ) (59 ) (60 ) Comprehensive loss $ (24,399 ) $ (2,953 ) $ (27,352 ) Net loss available to ordinary shareholders - basic and diluted $ (24,398 ) $ (2,894 ) $ (27,292 ) Loss per share - basic and diluted $ (0.24 ) $ (0.03 ) $ (0.27 ) Weighted-average shares outstanding - basic and diluted 101,390,749 — 101,390,749 (unaudited) Quarter ended June 30, 2020 As previously Reported Restatement Impacts Restatement Reference As Restated Revenue: Product sales $ 8,924 $ — $ 8,924 Other revenues — — — Total revenue 8,924 — 8,924 Cost of revenue (5,414 ) — (5,414 ) Gross profit 3,510 — 3,510 Operating expenses: Sales and marketing (2,243 ) — (2,243 ) Research and development, net of government grants (11,450 ) 35 (B)(F) (11,415 ) General and administrative expense: Compensation expense in respect of share options and management equity incentives (960 ) — (960 ) Other general and administrative expenses (8,578 ) — (8,578 ) Total general and administrative expense (9,538 ) — (9,538 ) Total operating expense (23,231 ) 35 (23,196 ) Operating loss (19,721 ) 35 (19,686 ) Other income (expense): Interest expense, net (5,926 ) (1,005 ) (A) (6,931 ) Other, net 233 (25 ) (D) 208 Other income (expense), net (5,693 ) (1,030 ) (6,723 ) Loss before income taxes (25,414 ) (995 ) (26,409 ) Provision for income taxes (15 ) 168 (E) 153 Net loss $ (25,429 ) $ (827 ) $ (26,256 ) Other comprehensive income (loss): Change in fair value of effective portion of foreign currency cash flow hedges $ (3 ) $ — $ (3 ) Unrealized gain (loss) on short-term investments (404 ) — (404 ) Foreign currency gain (loss) 146 25 (D) 171 Provision for pension benefit obligation 13 (175 ) (F) (162 ) Other comprehensive loss, net (248 ) (150 ) (398 ) Comprehensive loss $ (25,677 ) $ (977 ) $ (26,654 ) Net loss available to ordinary shareholders - basic and diluted $ (25,429 ) $ (827 ) $ (26,256 ) Loss per share - basic and diluted $ (0.32 ) $ (0.01 ) $ (0.33 ) Weighted-average shares outstanding - basic and diluted 80,485,985 — 80,485,985 (unaudited) Ordinary shares Additional paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity (Deficit) Shares Amount As Previously Reported March 31, 2021 101,264,412 $ 540,813 $ 38,116 $ (16,065 ) $ (591,905 ) $ (29,041 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 262,776 (79 ) — — — (79 ) Net loss — — — — (24,398 ) (24,398 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (112 ) — (112 ) Change in unrealized gain in short-term investments — — — (121 ) — (121 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — (4,989 ) — (4,989 ) Retranslation of foreign entities — — — 5,206 — 5,206 Provision for pension benefit obligation — — — 15 — 15 Other comprehensive loss — — — (1 ) — (1 ) Stock-based compensation — — 1,823 — — 1,823 June 30, 2021 101,527,188 540,734 39,939 (16,066 ) (616,303 ) (51,696 ) Restatement Impacts March 31, 2021 — $ — $ — $ 1,467 $ (8,007 ) $ (6,540 ) Issue of shares upon exercise of incentive share options and vesting of RSUS — — — — — — Net loss — — — — (2,894 ) (2,894 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — — — — Change in unrealized gain in short-term investments — — — — — — Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — — — — Retranslation of foreign entities — — — (59 ) — (59 ) Provision for pension benefit obligation — — — — — — Other comprehensive loss — — — (59 ) — (59 ) Stock-based compensation — — — — — — June 30, 2021 — — — 1,408 (10,901 ) (9,493 ) As Restated March 31, 2021 101,264,412 $ 540,813 $ 38,116 $ (14,598 ) $ (599,912 ) $ (35,581 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 262,776 (79 ) — — — (79 ) Net loss — — — — (27,292 ) (27,292 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (112 ) — (112 ) Change in unrealized gain in short-term investments — — — (121 ) — (121 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — (4,989 ) — (4,989 ) Retranslation of foreign entities — — — 5,147 — 5,147 Provision for pension benefit obligation — — — 15 — 15 Other comprehensive loss — — — (60 ) — (60 ) Stock-based compensation — — 1,823 — — 1,823 June 30, 2021 101,527,188 540,734 39,939 (14,658 ) (627,204 ) (61,189 ) (unaudited) Ordinary shares Additional Accumulated other Accumulated Total Shareholders' Shares Amount paid in capital comprehensive loss deficit Equity (Deficit) As Previously Reported March 31, 2020 80,398,326 $ 459,931 $ 33,132 $ (15,155 ) $ (483,435 ) $ (5,527 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 195,114 59 — — — 59 Net loss — — — — (25,429 ) (25,429 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (3 ) — (3 ) Change in unrealized gain in short-term investments — — — (404 ) — (404 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — 4,685 — 4,685 Retranslation of foreign entities — — — (4,539 ) — (4,539 ) Provision for pension benefit obligation — — — 13 — 13 Other comprehensive loss — — — (248 ) — (248 ) Stock-based compensation — — 960 — — 960 June 30, 2020 80,593,440 459,990 34,092 (15,403 ) (508,864 ) (30,185 ) Restatement Impacts March 31, 2020 — $ — $ — $ 2,483 $ (5,445 ) $ (2,962 ) Issue of shares upon exercise of incentive share options and vesting of RSUS — — — — — — Net loss — — — — (827 ) (827 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — — — — Change in unrealized gain in short-term investments — — — — — — Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — — — — Retranslation of foreign entities — — — 25 — 25 Provision for pension benefit obligation — — — (175 ) — (175 ) Other comprehensive loss — — — (150 ) — (150 ) Stock-based compensation — — — — — — June 30, 2020 — — — 2,333 (6,272 ) (3,939 ) As Restated March 31, 2020 80,398,326 $ 459,931 $ 33,132 $ (12,672 ) $ (488,880 ) $ (8,489 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 195,114 59 — — — 59 Net loss — — — — (26,256 ) (26,256 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (3 ) — (3 ) Change in unrealized gain in short-term investments — — — (404 ) — (404 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — 4,685 — 4,685 Retranslation of foreign entities — — — (4,514 ) — (4,514 ) Provision for pension benefit obligation — — — (162 ) — (162 ) Other comprehensive loss — — — (398 ) — (398 ) Stock-based compensation — — 960 — — 960 June 30, 2020 80,593,440 459,990 34,092 (13,070 ) (515,136 ) (34,124 ) (unaudited) Quarter ended June 30, 2021 As previously Reported Restatement Impacts As Restated OPERATING ACTIVITIES: Net loss $ (24,398 ) $ (2,894 ) $ (27,292 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and loss on disposal of fixed assets 1,389 541 1,930 Share-based compensation 1,823 — 1,823 Increase in deferred lease rentals 176 — 176 Swiss pension obligation 188 — 188 Amortization of deferred debt issue costs (4,011 ) 2,370 (1,641 ) Change in fair value of convertible loan derivatives 1,984 — 1,984 Accrued preference share dividends 263 — 263 Income taxes (170 ) 672 502 Net change in assets and liabilities: Trade accounts receivable, net 893 — 893 Inventories (834 ) — (834 ) Accounts payable and accrued liabilities (2,203 ) (179 ) (2,382 ) Accrued compensation and benefits (3,671 ) (510 ) (4,181 ) Other assets (3,482 ) — (3,482 ) Net cash used in operating activities (32,053 ) — (32,053 ) INVESTING ACTIVITIES: Increase in short-term investments (4,500 ) — (4,500 ) Realization of short-term investments 18,551 — 18,551 Purchase of property and equipment (1,405 ) — (1,405 ) Net cash from (used in) investing activities 12,646 — 12,646 FINANCING ACTIVITIES: Repayment of finance leases (213 ) — (213 ) Proceeds from drawdown of new debt 104,222 — 104,222 Debt issue costs (3,732 ) — (3,732 ) Fee paid to noteholders (12,083 ) — (12,083 ) Proceeds from issuance of ordinary shares and warrants (79 ) — (79 ) Net cash generated from financing activities 88,115 — 88,115 Effect of exchange rate fluctuations on cash and cash equivalents (552 ) — (552 ) Change in cash and cash equivalents 68,156 — 68,156 Beginning cash and cash equivalents 54,697 — 54,697 Ending cash and cash equivalents $ 122,853 $ — $ 122,853 Supplemental cash flow disclosures: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 114,547 $ — $ 114,547 Restricted cash $ 8,306 $ — $ 8,306 Total cash, cash equivalents and restricted cash $ 122,853 $ — $ 122,853 (unaudited) Quarter ended June 30, 2020 As previously Reported Restatement Impacts As Restated OPERATING ACTIVITIES: Net loss $ (25,429 ) $ (827 ) $ (26,256 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and loss on disposal of fixed assets 1,953 140 2,093 Share-based compensation 960 — 960 Increase in deferred lease rentals 169 — 169 Swiss pension obligation 253 — 253 Amortization of deferred debt issue costs 2,078 1,005 3,083 Accrued preference share dividends 263 — 263 Income taxes 15 (168 ) (153 ) Net change in assets and liabilities: Trade accounts receivable, net (587 ) — (587 ) Inventories (638 ) — (638 ) Accounts payable and accrued liabilities (1,514 ) (150 ) (1,664 ) Accrued compensation and benefits (2,025 ) — (2,025 ) Other assets (306 ) — (306 ) Net cash used in operating activities (24,808 ) — (24,808 ) INVESTING ACTIVITIES: Realization of short-term investments 29,314 — 29,314 Purchase of property and equipment (830 ) — (830 ) Net cash from (used in) investing activities 28,484 — 28,484 FINANCING ACTIVITIES: Repayment of finance leases (171 ) — (171 ) Proceeds from issuance of ordinary shares and warrants 59 — 59 Net cash generated from financing activities (112 ) — (112 ) Effect of exchange rate fluctuations on cash and cash equivalents (158 ) — (158 ) Change in cash and cash equivalents 3,406 — 3,406 Beginning cash and cash equivalents 12,940 — 12,940 Ending cash and cash equivalents $ 16,346 $ — $ 16,346 Supplemental cash flow disclosures: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 7,325 $ — $ 7,325 Restricted cash $ 9,021 $ — $ 9,021 Total cash, cash equivalents and restricted cash $ 16,346 $ — $ 16,346 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Restricted Cash Restricted cash comprised $8.0 and $8.7 million, respectively at June 30, 2021 and March 31, 2021, held in a cash reserve account pursuant to the indenture governing the Company’s 12% Senior Secured Notes (“the Secured Notes”) and $306 and $324 at June 30, 2021 and March 31, 2021, respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Concentration of Credit Risks and Other Uncertainties receive further cash distributions from the funds in the next several months; however, there can be no assurance as to the timing or amount of any such distributions. Of this $ 81.4 million, the Company received $ million of distributions during the quarter ended June 30, 2021 and $ 5.8 million was received subsequent to quarter end . While Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to default, the Company does not know if the funds will incur losses (net of insurance) on the credit assets held by the funds. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the supply chain financing funds. Notably, Credit Suisse indicated that the investors in the funds should assume losses will be incurred. The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities No additional information was received during the quarter ended June 30, 2021, that would indicate further impairments were required. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of June 30, 2021 and March 31, 2021. Revenue Recognition In the three month period ended June 30, 2021, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2021, there were no other material revenues to be recognized in future periods related to remaining performance obligations at June 30, 2021. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2021 included in our Annual Report on Form 10-K/A for the fiscal year ended March 31, 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The guidance simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance on April 1, 2021 using the modified retrospective approach and it did not have a material impact on its financial statements. See Note 4 “Debt” for further detail on the Company’s accounting policy for convertible debt instruments. |
Debt
Debt | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt Total debt comprises: June 30, 2021 March 31, 2021 As Restated As Restated Secured Notes $ 132,917 $ 145,000 Debt discount, net of amortization (9,966 ) (11,127 ) Deferred debt costs, net of amortization (3,689 ) (4,261 ) Carrying value Secured Notes $ 119,262 129,612 Royalty liability 35,785 39,614 Convertible Notes 105,000 — Debt discount, net of amortization (28,286 ) — Deferred debt costs, net of amortization (3,672 ) — Total Convertible Notes 73,042 — Total Debt $ 228,089 $ 169,226 The Company’s debt at June 30, 2021 comprises the Secured Notes, the royalty liability and the Convertible Notes. The Company’s debt at March 31, 2021 comprised the Secured Notes and the royalty liability. T he Company’s long term debt included $30,208 as of June 30, 2021 and $24,167 as of March 31, 2021 of principal payments due within 1 year which are classified as current within the balance sheet. 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. Following the April 15, 2021 repayment of the Secured Notes the balance held in the cash reserve account was reduced to $8.0 million. Interest on the Secured Notes accrues at a rate of 12% per annum and is payable semi-annually on April 15 and October 15 of each year commencing on April 15, 2017. On April 15, 2021, the Company made a $12.1 million principal payment on the Secured Notes. Additionally, principal payments are due on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. Royalty liability In connection with the three issuances of the Secured Notes as well as the December 2018 amendment of the related indenture, the Company has entered into royalty rights agreements, pursuant to which the Company has agreed to pay 3.4% of the aggregate net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. The royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of MosaiQ consumables in the donor testing market in the European Union or the United States and will end on the last day of the calendar quarter in which the eighth anniversary of the first sale date occurs. The royalty rights agreements are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 “Debt” to be treated as debt. The future cash outflows under the royalty rights agreements were estimated at $ 65.2 million at June 30, 2021 , and $ 106.5 million at March 31, 2021 . The royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the Secured Notes and royalty rights was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements and the principle on the Secured Notes is accounted for as debt discount and amortized through non-cash interest expense over the life of the Secured Notes. Estimating the future cash outflows under the royalty rights agreements requires the Company to make certain estimates and assumptions about future sales of MosaiQ products. These estimates of the magnitude and timing of MosaiQ sales are subject to significant variability due to the current status of development of MosaiQ products, and thus are subject to significant uncertainty. Therefore, the estimates are likely to change as the Company gains experience of marketing MosaiQ, which may result in future adjustments to the accretion of the interest expense and amortized cost based carrying value of the royalty liability . The decrease in value of the future cash outflows under the royalty rights agreement as of June 30, 2021 is driven by a shift of expected revenues towards markets outside of Europe and the USA. Convertible Notes On May 26, 2021 the Company issued $95.0 million aggregate principal amount of convertible senior notes and on June 2, 2021, the Company issued an additional $10.0 million aggregate principal amount of convertible senior notes in connection with the original $95.0 million (collectively the " Convertible Notes"). The Convertible Notes bear interest at an annual rate of 4.75%. The Convertible Notes will mature on May 26, 2026. At June 30, 2021, accrued interest of $469 is included in accrued expenses and other current liabilities in the accompanying consolidated financial statements. At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). Based upon the Company’s analysis, it was determined the Convertible Notes contain embedded features that need to be separately accounted for as a derivative liability component. The proceeds received from the issuance of the convertible debt instruments were bifurcated and recorded as a liability within convertible loan derivatives in the consolidated balance sheet. The convertible loan derivative is measured at fair value and changes are recognized within other, net in the accompanying consolidated financial statements. The Company incurred approximately $3.7 million of debt issuance costs relating to the issuance of the Convertible Notes, which were recorded as a reduction to the Convertible Notes on the consolidated balance sheet, none of the issuance costs were attributable to the derivative component. The debt issuance costs and the debt discount are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest rate method. We determined the expected life of the debt is equal to the five-year At June 30, 2021, the Company’s Secured Notes and Convertible Notes were repayable as follows: Within 1 year $ 30,208 Between 1 and 2 years 48,334 Between 2 and 3 years 54,375 Between 3 and 4 years — Between 4 and 5 years 105,000 Total debt $ 237,917 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 3 Months Ended |
Jun. 30, 2021 | |
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: March 31, 2021 June 30, 2021 As Restated Raw materials $ 9,287 $ 9,189 Work in progress 9,260 9,105 Finished goods 4,614 3,717 Total inventories $ 23,161 $ 22,011 Inventory at June 30, 2021 included $6,676 of raw materials, $4,308 of work in progress and $2,443 of finished goods related to the MosaiQ Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: March 31, 2021 June 30, 2021 As Restated Accrued legal and professional fees $ 1,633 $ 1,005 Accrued interest 3,834 8,009 Goods received not invoiced 2,946 1,722 Accrued capital expenditure 83 1,201 Other accrued expenses 2,160 2,072 Total accrued expenses and other current liabilities $ 10,656 $ 14,009 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Jun. 30, 2021 | |
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 foreign currency forward contracts to sell $500 and purchase pounds sterling at a rate of £1:$1.2600 in each calendar month from July 2021 through September 2021, three contracts to sell $500 in each calendar month from October 2021 through December 2021 at £1:$1.3090 and three contracts to sell $500 in each calendar month from January 2022 through March 2022 at £1:$1.3735, as hedges of its U.S. dollar denominated revenues. The fair values of these contracts in place at June 30, 2021, and similar contracts in place at March 31, 2021, amounted to assets of $243 and $355, respectively. The foreign currency forward contracts were entered into to mitigate the foreign exchange risk arising from the fluctuations in the value of U.S. dollar denominated transactions entered into by our UK subsidiary. These foreign currency forward contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive loss and subsequently recognized in revenue/expense in the same period the hedged items are recognized. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Note 7. Fair value measurement The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Pension plan assets ( 1) $ — $ 17,040 $ — $ 17,040 Short-term investments ( 2) — 19,500 — 19,500 Foreign currency forward contracts ( 3) $ — $ 243 $ — $ 243 Total assets measured at fair value $ — $ 36,783 $ — $ 36,783 June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Convertible loan derivatives ( 4) $ — $ 29,886 $ — $ 29,886 Total liabilities measured at fair value $ — $ 29,886 $ — $ 29,886 March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Pension plan assets ( 1) $ — $ 15,751 $ — $ 15,751 Short-term investments ( 2) — 15,000 — 15,000 Foreign currency forward contracts ( 3) — 355 — 355 Total assets measured at fair value $ — $ 31,106 $ — $ 31,106 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of 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. The short-term investments as of June 30, 2021, relate to investments made in a Treasury Money Market Fund. (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. (4) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. On March 12, 2021, the Company announced that two funds managed by CSAM in which the Company had invested an aggregate of approximately $110.35 million had suspended redemptions. The investments into these funds were made in accordance with the Company’s investment policy of making individual investments with a minimum of an A rating from a leading credit-rating agency. Each fund holds short-term credit obligations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because “certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation.” CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $81.4 million. Of this $81.4 million, the Company received $18.5 million of distributions during the quarter ended June 30, 2021 and $5.8 million was received subsequent to quarter end. Based on information provided by Credit Suisse, the Company expects to receive further cash distributions from the funds in the next several months; however, there can be no assurance as to the timing or amount of any such distributions. Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to default. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the supply chain financing funds. Notably, Credit Suisse indicated that the investors in the funds should assume losses will be incurred. For the year ended March 31, 2021, Credit Suisse’s decision to liquidate funds in which the Company held short-term investments served as a trigger to evaluate the investments for impairment. Accordingly, we performed a qualitative assessment for impairment. As a result of this assessment, Quotient determined that an impairment was required. The Credit Suisse linked short-term investment asset with a carrying value of $ 110.3 million was written down to its estimated fair value of $ 108.0 million, resulting in an impairment of $ 2.3 million. This impairment was included in Other, net within our consolidated statements of comprehensive loss for the year ended March 31, 2021. No additional information was received during the quarter ended June 30, 2021 that would indicate further impairments were required. The carrying value of the investments at June 30, 2021 was $ 32.6 million. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The total unrealized gains on the short-term investments were $359 and $317 in the three month periods ended June 30, 2021 and June 30, 2020, respectively. The amount of these unrealized gains reclassified to earnings were $121 and $721 in the three month periods ended June 30, 2021 and June 30, 2020, respectively. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 3 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Ordinary and Preference Shares | Note 8. Ordinary and Preference Shares Ordinary shares The Company’s issued and outstanding ordinary shares were as follows: Shares Issued and Outstanding June 30, 2021 March 31, 2021 Par value Ordinary shares 101,527,188 101,264,412 $ — Total 101,527,188 101,264,412 $ — Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued and Outstanding Liquidation amount per share June 30, 2021 March 31, 2021 June 30, 2021 March 31, 2021 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 32.61 $ 32.21 Total 666,665 666,665 The 7% Cumulative Redeemable Preference shares were issued to Ortho-Clinical Diagnostics Finco S.A.R.L., an affiliate of Ortho on January 29, 2015 at a subscription price of $22.50 per share. These preference shares are redeemable at the request of the shareholder on the “Redemption Trigger Date” which is currently the date of the eighth anniversary of the date of issue of the preference shares, but the Company may further extend the redemption date in one year increments up to the tenth anniversary of the date of issue. Because the 7% Cumulative Redeemable Preference shares are redeemable at the option of the shareholders, they are shown as a liability in the unaudited condensed consolidated balance sheet. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 9. Share-Based Compensation The Company records share-based compensation expense in respect of options and restricted share units (“RSUs”) issued under its share incentive plans. Share-based compensation expense amounted to $1,823 and $960 in the quarters ended June 30, 2021 and June 30, 2020, 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, 2021 1,810,785 $ 7.69 68 Granted 990,401 3.77 120 Exercised — — — Forfeited (146,110 ) 6.57 — Outstanding — June 30, 2021 2,655,076 $ 6.29 85 Exercisable —June 30, 2021 1,421,792 $ 8.22 58 The closing price of the Company’s ordinary shares on the Nasdaq Global Market at June 30, 2021 was $3.64. The following table summarizes the options granted in the quarter end June 30, 2021 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Options Granted Exercise Price Ordinary Shares Fair Value Per Share at Grant Date Per Share Intrinsic Value of Options April 1, 2021 (1) 857,015 $ 3.68 $ 3.68 $ 2.41 June 10, 2021 133,386 4.37 4.37 2.85 (1) On April 1, 2021, in connection with the appointment of Manuel O. Méndez as Chief Executive Officer, we granted Mr. Méndez 857,015 options to purchase ordinary shares at an exercise price of $3.68 per share. These grants, which were issued outside of our 2014 Stock Incentive Plan, were approved by our Board of Directors and the Remuneration Committee of our Board pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to Mr. Méndez joining our Company. The options vest in three equal installments on each first, second and third anniversary of the grant date. The options have a term of ten years and will be forfeited if not exercised before the expiration of their term. In addition, in the event Mr. Méndez’s service is terminated, any options not vested shall be forfeited upon termination. Determining the fair value of share options The fair value of each grant of share options was determined by the Company using the Black Scholes option pricing model. The total fair value of option awards in the quarter ended June 30, 2021 and June 30, 2020 amounted to $2,447 and $294, respectively. Assumptions used in the option pricing models are discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected volatility . The expected volatility was based on the historical share price volatility of the Company’s shares over a period equal to the expected terms of the options. Fair value of ordinary shares. Since the Company’s initial public offering in April 2014, the fair value of ordinary shares has been based on the share price of the Company’s shares on the Nasdaq Global Market immediately prior to the grant of the options concerned. Risk-Free Interest Rate. The risk-free interest rate is based on the UK Government 10-year bond yield curve in effect at the time of grant prior to the initial public offering and 10-year U.S. Treasury Stock for awards from April 2014 onwards. Expected term. The expected term is determined after giving consideration to the contractual terms of the share-based awards, graded vesting schedules ranging from one to three years and expectations of future employee behavior as influenced by changes to the terms of its share-based awards. Expected dividend. According to the terms of the awards, the exercise price of the options is adjusted to take into account any dividends paid. As a result, dividends are not required as an input to the model, as these reductions in the share price are offset by a corresponding reduction in exercise price. A summary of the assumptions applicable to the share options issued in the quarter ended June 30, 2021 is as follows: April 1, 2021 June 10, 2021 Risk-free interest rate 1.74 % 1.48 % Expected lives (years) 6 6 Volatility 74.20 % 74.10 % Dividend yield — — Grant date fair value (per share) $ 3.68 $ 4.37 Number granted 857,015 133,386 A summary of the RSUs in issue at June 30, 2021 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 1,833,825 18 N/A RSUs subject to milestone and performance based vesting 362,770 N/A N/A At June 30, 2021, 1,833,825 RSUs were subject to time-based vesting and the weighted average remaining vesting period was 18 months. In addition, 91,031 RSUs were subject to vesting based on the achievement of various business milestones related mainly to the development, approval and marketing of MosaiQ. 271,739 RSUs were subject to vesting based on the achievement of financial objectives in the year 2024. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended June 30, 2021 2020 As Restated As Restated Tax rate change $ (335 ) $ — Impact of tax uncertainties Foreign tax rate differential 583 1,015 Increase in valuation allowance against deferred tax assets (918 ) (862 ) Provision for income tax $ (670 ) $ 153 |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 3 Months Ended |
Jun. 30, 2021 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | |
Defined Benefit Pension Plans | Note 11. Defined Benefit Pension Plans The Company’s Swiss subsidiary has a fully insured pension plan managed by AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended June 30, 2021 2020 Employer service cost $ 626 $ 571 Interest cost 22 30 Expected return on plan assets (76 ) (57 ) Amortization of prior service credit 15 13 Amortization of net loss — — Net pension cost $ 587 $ 557 The employer contributions for the quarters ended June 30, 2021 and June 30, 2020 were $398 and $317, respectively. The estimated employer contributions for the fiscal year ending March 31, 2022 are $1,436. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. 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 loss per ordinary share: Quarter ended June 30, As Restated As Restated 2021 2020 Numerator: Net loss $ (27,292 ) $ (26,256 ) Net loss available to ordinary shareholders - basic and diluted $ (27,292 ) $ (26,256 ) Denominator: Weighted-average shares outstanding - basic and diluted 101,390,749 80,485,985 Loss per share - basic and diluted $ (0.27 ) $ (0.33 ) The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at June 30, 2021 and June 30, 2020 as their inclusion would have been anti-dilutive: June 30, 2021 June 30, 2020 Ordinary shares issuable on conversion of Senior Convertible Notes at $5.67 per share 18,518,514 - Restricted share units awarded 2,196,595 896,130 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,421,792 1,877,923 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 22,312,426 2,949,578 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The extent to which the COVID-19 pandemic will impact the Company’s business, operations and financial results will depend on future developments and numerous evolving factors, which are highly uncertain and difficult to predict. condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Restricted Cash | Restricted Cash Restricted cash comprised $8.0 and $8.7 million, respectively at June 30, 2021 and March 31, 2021, held in a cash reserve account pursuant to the indenture governing the Company’s 12% Senior Secured Notes (“the Secured Notes”) and $306 and $324 at June 30, 2021 and March 31, 2021, respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Concentration of Credit Risks and Other Uncertainties | Concentration of Credit Risks and Other Uncertainties receive further cash distributions from the funds in the next several months; however, there can be no assurance as to the timing or amount of any such distributions. Of this $ 81.4 million, the Company received $ million of distributions during the quarter ended June 30, 2021 and $ 5.8 million was received subsequent to quarter end . While Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to default, the Company does not know if the funds will incur losses (net of insurance) on the credit assets held by the funds. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the supply chain financing funds. Notably, Credit Suisse indicated that the investors in the funds should assume losses will be incurred. The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities No additional information was received during the quarter ended June 30, 2021, that would indicate further impairments were required. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of June 30, 2021 and March 31, 2021. |
Revenue Recognition | Revenue Recognition In the three month period ended June 30, 2021, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2021, there were no other material revenues to be recognized in future periods related to remaining performance obligations at June 30, 2021. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2021 included in our Annual Report on Form 10-K/A for the fiscal year ended March 31, 2021. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The guidance simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance on April 1, 2021 using the modified retrospective approach and it did not have a material impact on its financial statements. See Note 4 “Debt” for further detail on the Company’s accounting policy for convertible debt instruments. |
Restatement of Previously Rep_2
Restatement of Previously Reported Consolidated Financial Statements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Schedule of Restatement of Previously Reported Consolidated Financial Statements | June 30, 2021 As previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Current assets: Cash and cash equivalents $ 114,547 $ — $ 114,547 Short-term investments 52,112 — 52,112 Trade accounts receivable, net 4,452 — 4,452 Inventories 23,161 — 23,161 Prepaid expenses and other current assets 8,292 — 8,292 Total current assets 202,564 — 202,564 Restricted cash 8,306 — 8,306 Property and equipment, net 38,134 — 38,134 Operating lease right-of-use assets 21,716 — 21,716 Intangible assets, net 603 — 603 Deferred income taxes 239 — 239 Other non-current assets 4,984 — 4,984 Total assets $ 276,546 $ — $ 276,546 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 4,616 $ — $ 4,616 Accrued compensation and benefits 8,314 — 8,314 Accrued expenses and other current liabilities 10,656 — 10,656 Current portion of long-term debt 30,208 — 30,208 Current portion of operating lease liability 3,374 — 3,374 Current portion of finance lease obligation 883 — 883 Total current liabilities 58,051 — 58,051 Long-term debt, less current portion 188,388 9,493 (A) 197,881 Convertible loan derivatives 29,886 — 29,886 Operating lease liability, less current portion 20,872 — 20,872 Finance lease obligation, less current portion 440 — 440 Deferred income taxes 1,649 — 1,649 Defined benefit pension plan obligation 7,218 — 7,218 7% Cumulative redeemable preference shares 21,738 — 21,738 Total liabilities 328,242 9,493 337,735 Commitments and contingencies Shareholders' equity (deficit): Ordinary shares ( nil issued and outstanding at June 30, 2021 and March 31, 2021 respectively 540,734 — 540,734 Additional paid in capital 39,939 — 39,939 Accumulated other comprehensive loss (16,066 ) 1,408 (D) (14,658 ) Accumulated deficit (616,303 ) (10,901 ) (A)(D) (627,204 ) Total shareholders' equity (deficit) (51,696 ) (9,493 ) (61,189 ) Total liabilities and shareholders' equity (deficit) $ 276,546 $ — $ 276,546 (unaudited) Quarter ended June 30, 2021 As previously Reported Restatement Impacts Restatement Reference As Restated Revenue: Product sales $ 9,041 $ — $ 9,041 Other revenues 48 — 48 Total revenue 9,089 — 9,089 Cost of revenue (5,290 ) 513 (F) (4,777 ) Gross profit 3,799 513 4,312 Operating expenses: Sales and marketing (2,493 ) — (2,493 ) Research and development, net of government grants (12,477 ) (1,054 ) (B)(F) (13,531 ) General and administrative expense: Compensation expense in respect of share options and management equity incentives (1,823 ) — (1,823 ) Other general and administrative expenses (8,983 ) 630 (C)(E) (8,353 ) Total general and administrative expense (10,806 ) 630 (10,176 ) Total operating expense (25,776 ) (424 ) (26,200 ) Operating loss (21,977 ) 89 (21,888 ) Other income (expense): Interest expense, net (632 ) (2,370 ) (A) (3,002 ) Other, net (1,791 ) 59 (D) (1,732 ) Other income (expense), net (2,423 ) (2,311 ) (4,734 ) Loss before income taxes (24,400 ) (2,222 ) (26,622 ) Provision for income taxes 2 (672 ) (D) (670 ) Net loss $ (24,398 ) $ (2,894 ) $ (27,292 ) Other comprehensive income (loss): Change in fair value of effective portion of foreign currency cash flow hedges $ (112 ) $ — $ (112 ) Unrealized gain (loss) on short-term investments (121 ) — (121 ) Foreign currency gain (loss) 217 (59 ) (D) 158 Provision for pension benefit obligation 15 — 15 Other comprehensive loss, net (1 ) (59 ) (60 ) Comprehensive loss $ (24,399 ) $ (2,953 ) $ (27,352 ) Net loss available to ordinary shareholders - basic and diluted $ (24,398 ) $ (2,894 ) $ (27,292 ) Loss per share - basic and diluted $ (0.24 ) $ (0.03 ) $ (0.27 ) Weighted-average shares outstanding - basic and diluted 101,390,749 — 101,390,749 (unaudited) Quarter ended June 30, 2020 As previously Reported Restatement Impacts Restatement Reference As Restated Revenue: Product sales $ 8,924 $ — $ 8,924 Other revenues — — — Total revenue 8,924 — 8,924 Cost of revenue (5,414 ) — (5,414 ) Gross profit 3,510 — 3,510 Operating expenses: Sales and marketing (2,243 ) — (2,243 ) Research and development, net of government grants (11,450 ) 35 (B)(F) (11,415 ) General and administrative expense: Compensation expense in respect of share options and management equity incentives (960 ) — (960 ) Other general and administrative expenses (8,578 ) — (8,578 ) Total general and administrative expense (9,538 ) — (9,538 ) Total operating expense (23,231 ) 35 (23,196 ) Operating loss (19,721 ) 35 (19,686 ) Other income (expense): Interest expense, net (5,926 ) (1,005 ) (A) (6,931 ) Other, net 233 (25 ) (D) 208 Other income (expense), net (5,693 ) (1,030 ) (6,723 ) Loss before income taxes (25,414 ) (995 ) (26,409 ) Provision for income taxes (15 ) 168 (E) 153 Net loss $ (25,429 ) $ (827 ) $ (26,256 ) Other comprehensive income (loss): Change in fair value of effective portion of foreign currency cash flow hedges $ (3 ) $ — $ (3 ) Unrealized gain (loss) on short-term investments (404 ) — (404 ) Foreign currency gain (loss) 146 25 (D) 171 Provision for pension benefit obligation 13 (175 ) (F) (162 ) Other comprehensive loss, net (248 ) (150 ) (398 ) Comprehensive loss $ (25,677 ) $ (977 ) $ (26,654 ) Net loss available to ordinary shareholders - basic and diluted $ (25,429 ) $ (827 ) $ (26,256 ) Loss per share - basic and diluted $ (0.32 ) $ (0.01 ) $ (0.33 ) Weighted-average shares outstanding - basic and diluted 80,485,985 — 80,485,985 (unaudited) Ordinary shares Additional paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity (Deficit) Shares Amount As Previously Reported March 31, 2021 101,264,412 $ 540,813 $ 38,116 $ (16,065 ) $ (591,905 ) $ (29,041 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 262,776 (79 ) — — — (79 ) Net loss — — — — (24,398 ) (24,398 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (112 ) — (112 ) Change in unrealized gain in short-term investments — — — (121 ) — (121 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — (4,989 ) — (4,989 ) Retranslation of foreign entities — — — 5,206 — 5,206 Provision for pension benefit obligation — — — 15 — 15 Other comprehensive loss — — — (1 ) — (1 ) Stock-based compensation — — 1,823 — — 1,823 June 30, 2021 101,527,188 540,734 39,939 (16,066 ) (616,303 ) (51,696 ) Restatement Impacts March 31, 2021 — $ — $ — $ 1,467 $ (8,007 ) $ (6,540 ) Issue of shares upon exercise of incentive share options and vesting of RSUS — — — — — — Net loss — — — — (2,894 ) (2,894 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — — — — Change in unrealized gain in short-term investments — — — — — — Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — — — — Retranslation of foreign entities — — — (59 ) — (59 ) Provision for pension benefit obligation — — — — — — Other comprehensive loss — — — (59 ) — (59 ) Stock-based compensation — — — — — — June 30, 2021 — — — 1,408 (10,901 ) (9,493 ) As Restated March 31, 2021 101,264,412 $ 540,813 $ 38,116 $ (14,598 ) $ (599,912 ) $ (35,581 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 262,776 (79 ) — — — (79 ) Net loss — — — — (27,292 ) (27,292 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (112 ) — (112 ) Change in unrealized gain in short-term investments — — — (121 ) — (121 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — (4,989 ) — (4,989 ) Retranslation of foreign entities — — — 5,147 — 5,147 Provision for pension benefit obligation — — — 15 — 15 Other comprehensive loss — — — (60 ) — (60 ) Stock-based compensation — — 1,823 — — 1,823 June 30, 2021 101,527,188 540,734 39,939 (14,658 ) (627,204 ) (61,189 ) (unaudited) Ordinary shares Additional Accumulated other Accumulated Total Shareholders' Shares Amount paid in capital comprehensive loss deficit Equity (Deficit) As Previously Reported March 31, 2020 80,398,326 $ 459,931 $ 33,132 $ (15,155 ) $ (483,435 ) $ (5,527 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 195,114 59 — — — 59 Net loss — — — — (25,429 ) (25,429 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (3 ) — (3 ) Change in unrealized gain in short-term investments — — — (404 ) — (404 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — 4,685 — 4,685 Retranslation of foreign entities — — — (4,539 ) — (4,539 ) Provision for pension benefit obligation — — — 13 — 13 Other comprehensive loss — — — (248 ) — (248 ) Stock-based compensation — — 960 — — 960 June 30, 2020 80,593,440 459,990 34,092 (15,403 ) (508,864 ) (30,185 ) Restatement Impacts March 31, 2020 — $ — $ — $ 2,483 $ (5,445 ) $ (2,962 ) Issue of shares upon exercise of incentive share options and vesting of RSUS — — — — — — Net loss — — — — (827 ) (827 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — — — — Change in unrealized gain in short-term investments — — — — — — Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — — — — Retranslation of foreign entities — — — 25 — 25 Provision for pension benefit obligation — — — (175 ) — (175 ) Other comprehensive loss — — — (150 ) — (150 ) Stock-based compensation — — — — — — June 30, 2020 — — — 2,333 (6,272 ) (3,939 ) As Restated March 31, 2020 80,398,326 $ 459,931 $ 33,132 $ (12,672 ) $ (488,880 ) $ (8,489 ) Issue of shares upon exercise of incentive share options and vesting of RSUS 195,114 59 — — — 59 Net loss — — — — (26,256 ) (26,256 ) Change in fair value of the effective portion of foreign currency cash flow hedges — — — (3 ) — (3 ) Change in unrealized gain in short-term investments — — — (404 ) — (404 ) Foreign currency gain (loss) on: Long-term investment nature intra-entity balances — — — 4,685 — 4,685 Retranslation of foreign entities — — — (4,514 ) — (4,514 ) Provision for pension benefit obligation — — — (162 ) — (162 ) Other comprehensive loss — — — (398 ) — (398 ) Stock-based compensation — — 960 — — 960 June 30, 2020 80,593,440 459,990 34,092 (13,070 ) (515,136 ) (34,124 ) (unaudited) Quarter ended June 30, 2021 As previously Reported Restatement Impacts As Restated OPERATING ACTIVITIES: Net loss $ (24,398 ) $ (2,894 ) $ (27,292 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and loss on disposal of fixed assets 1,389 541 1,930 Share-based compensation 1,823 — 1,823 Increase in deferred lease rentals 176 — 176 Swiss pension obligation 188 — 188 Amortization of deferred debt issue costs (4,011 ) 2,370 (1,641 ) Change in fair value of convertible loan derivatives 1,984 — 1,984 Accrued preference share dividends 263 — 263 Income taxes (170 ) 672 502 Net change in assets and liabilities: Trade accounts receivable, net 893 — 893 Inventories (834 ) — (834 ) Accounts payable and accrued liabilities (2,203 ) (179 ) (2,382 ) Accrued compensation and benefits (3,671 ) (510 ) (4,181 ) Other assets (3,482 ) — (3,482 ) Net cash used in operating activities (32,053 ) — (32,053 ) INVESTING ACTIVITIES: Increase in short-term investments (4,500 ) — (4,500 ) Realization of short-term investments 18,551 — 18,551 Purchase of property and equipment (1,405 ) — (1,405 ) Net cash from (used in) investing activities 12,646 — 12,646 FINANCING ACTIVITIES: Repayment of finance leases (213 ) — (213 ) Proceeds from drawdown of new debt 104,222 — 104,222 Debt issue costs (3,732 ) — (3,732 ) Fee paid to noteholders (12,083 ) — (12,083 ) Proceeds from issuance of ordinary shares and warrants (79 ) — (79 ) Net cash generated from financing activities 88,115 — 88,115 Effect of exchange rate fluctuations on cash and cash equivalents (552 ) — (552 ) Change in cash and cash equivalents 68,156 — 68,156 Beginning cash and cash equivalents 54,697 — 54,697 Ending cash and cash equivalents $ 122,853 $ — $ 122,853 Supplemental cash flow disclosures: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 114,547 $ — $ 114,547 Restricted cash $ 8,306 $ — $ 8,306 Total cash, cash equivalents and restricted cash $ 122,853 $ — $ 122,853 (unaudited) Quarter ended June 30, 2020 As previously Reported Restatement Impacts As Restated OPERATING ACTIVITIES: Net loss $ (25,429 ) $ (827 ) $ (26,256 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and loss on disposal of fixed assets 1,953 140 2,093 Share-based compensation 960 — 960 Increase in deferred lease rentals 169 — 169 Swiss pension obligation 253 — 253 Amortization of deferred debt issue costs 2,078 1,005 3,083 Accrued preference share dividends 263 — 263 Income taxes 15 (168 ) (153 ) Net change in assets and liabilities: Trade accounts receivable, net (587 ) — (587 ) Inventories (638 ) — (638 ) Accounts payable and accrued liabilities (1,514 ) (150 ) (1,664 ) Accrued compensation and benefits (2,025 ) — (2,025 ) Other assets (306 ) — (306 ) Net cash used in operating activities (24,808 ) — (24,808 ) INVESTING ACTIVITIES: Realization of short-term investments 29,314 — 29,314 Purchase of property and equipment (830 ) — (830 ) Net cash from (used in) investing activities 28,484 — 28,484 FINANCING ACTIVITIES: Repayment of finance leases (171 ) — (171 ) Proceeds from issuance of ordinary shares and warrants 59 — 59 Net cash generated from financing activities (112 ) — (112 ) Effect of exchange rate fluctuations on cash and cash equivalents (158 ) — (158 ) Change in cash and cash equivalents 3,406 — 3,406 Beginning cash and cash equivalents 12,940 — 12,940 Ending cash and cash equivalents $ 16,346 $ — $ 16,346 Supplemental cash flow disclosures: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 7,325 $ — $ 7,325 Restricted cash $ 9,021 $ — $ 9,021 Total cash, cash equivalents and restricted cash $ 16,346 $ — $ 16,346 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt comprises: June 30, 2021 March 31, 2021 As Restated As Restated Secured Notes $ 132,917 $ 145,000 Debt discount, net of amortization (9,966 ) (11,127 ) Deferred debt costs, net of amortization (3,689 ) (4,261 ) Carrying value Secured Notes $ 119,262 129,612 Royalty liability 35,785 39,614 Convertible Notes 105,000 — Debt discount, net of amortization (28,286 ) — Deferred debt costs, net of amortization (3,672 ) — Total Convertible Notes 73,042 — Total Debt $ 228,089 $ 169,226 |
Schedule of Secured Notes and Convertible Notes | At June 30, 2021, the Company’s Secured Notes and Convertible Notes were repayable as follows: Within 1 year $ 30,208 Between 1 and 2 years 48,334 Between 2 and 3 years 54,375 Between 3 and 4 years — Between 4 and 5 years 105,000 Total debt $ 237,917 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the dates presented: March 31, 2021 June 30, 2021 As Restated Raw materials $ 9,287 $ 9,189 Work in progress 9,260 9,105 Finished goods 4,614 3,717 Total inventories $ 23,161 $ 22,011 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, 2021 June 30, 2021 As Restated Accrued legal and professional fees $ 1,633 $ 1,005 Accrued interest 3,834 8,009 Goods received not invoiced 2,946 1,722 Accrued capital expenditure 83 1,201 Other accrued expenses 2,160 2,072 Total accrued expenses and other current liabilities $ 10,656 $ 14,009 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Pension plan assets ( 1) $ — $ 17,040 $ — $ 17,040 Short-term investments ( 2) — 19,500 — 19,500 Foreign currency forward contracts ( 3) $ — $ 243 $ — $ 243 Total assets measured at fair value $ — $ 36,783 $ — $ 36,783 June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Convertible loan derivatives ( 4) $ — $ 29,886 $ — $ 29,886 Total liabilities measured at fair value $ — $ 29,886 $ — $ 29,886 March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Pension plan assets ( 1) $ — $ 15,751 $ — $ 15,751 Short-term investments ( 2) — 15,000 — 15,000 Foreign currency forward contracts ( 3) — 355 — 355 Total assets measured at fair value $ — $ 31,106 $ — $ 31,106 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of 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. The short-term investments as of June 30, 2021, relate to investments made in a Treasury Money Market Fund. (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. (4) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. |
Ordinary and Preference Shares
Ordinary and Preference Shares (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 March 31, 2021 June 30, 2021 March 31, 2021 7% Cumulative Redeemable Preference shares 666,665 666,665 $ 32.61 $ 32.21 Total 666,665 666,665 |
Ordinary Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding ordinary shares were as follows: Shares Issued and Outstanding June 30, 2021 March 31, 2021 Par value Ordinary shares 101,527,188 101,264,412 $ — Total 101,527,188 101,264,412 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
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, 2021 1,810,785 $ 7.69 68 Granted 990,401 3.77 120 Exercised — — — Forfeited (146,110 ) 6.57 — Outstanding — June 30, 2021 2,655,076 $ 6.29 85 Exercisable —June 30, 2021 1,421,792 $ 8.22 58 |
Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value | The following table summarizes the options granted in the quarter end June 30, 2021 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Options Granted Exercise Price Ordinary Shares Fair Value Per Share at Grant Date Per Share Intrinsic Value of Options April 1, 2021 (1) 857,015 $ 3.68 $ 3.68 $ 2.41 June 10, 2021 133,386 4.37 4.37 2.85 (1) On April 1, 2021, in connection with the appointment of Manuel O. Méndez as Chief Executive Officer, we granted Mr. Méndez 857,015 options to purchase ordinary shares at an exercise price of $3.68 per share. These grants, which were issued outside of our 2014 Stock Incentive Plan, were approved by our Board of Directors and the Remuneration Committee of our Board pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to Mr. Méndez joining our Company. The options vest in three equal installments on each first, second and third anniversary of the grant date. The options have a term of ten years and will be forfeited if not exercised before the expiration of their term. In addition, in the event Mr. Méndez’s service is terminated, any options not vested shall be forfeited upon termination. |
Summary of Assumptions to Share Options Issued | A summary of the assumptions applicable to the share options issued in the quarter ended June 30, 2021 is as follows: April 1, 2021 June 10, 2021 Risk-free interest rate 1.74 % 1.48 % Expected lives (years) 6 6 Volatility 74.20 % 74.10 % Dividend yield — — Grant date fair value (per share) $ 3.68 $ 4.37 Number granted 857,015 133,386 |
Summary of RSUs | A summary of the RSUs in issue at June 30, 2021 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 1,833,825 18 N/A RSUs subject to milestone and performance based vesting 362,770 N/A N/A |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the Income Tax Expenses at the Statutory Rate | A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended June 30, 2021 2020 As Restated As Restated Tax rate change $ (335 ) $ — Impact of tax uncertainties Foreign tax rate differential 583 1,015 Increase in valuation allowance against deferred tax assets (918 ) (862 ) Provision for income tax $ (670 ) $ 153 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
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 AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended June 30, 2021 2020 Employer service cost $ 626 $ 571 Interest cost 22 30 Expected return on plan assets (76 ) (57 ) Amortization of prior service credit 15 13 Amortization of net loss — — Net pension cost $ 587 $ 557 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Share Basic and Diluted | The following table sets forth the computation of basic and diluted loss per ordinary share: Quarter ended June 30, As Restated As Restated 2021 2020 Numerator: Net loss $ (27,292 ) $ (26,256 ) Net loss available to ordinary shareholders - basic and diluted $ (27,292 ) $ (26,256 ) Denominator: Weighted-average shares outstanding - basic and diluted 101,390,749 80,485,985 Loss per share - basic and diluted $ (0.27 ) $ (0.33 ) |
Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share | The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at June 30, 2021 and June 30, 2020 as their inclusion would have been anti-dilutive: June 30, 2021 June 30, 2020 Ordinary shares issuable on conversion of Senior Convertible Notes at $5.67 per share 18,518,514 - Restricted share units awarded 2,196,595 896,130 Ordinary shares issuable on exercise of options to purchase ordinary shares 1,421,792 1,877,923 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 22,312,426 2,949,578 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Jul. 01, 2021USD ($) | Mar. 12, 2021USD ($)Investment | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($)Investment | Mar. 31, 2021USD ($) |
Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ (627,204) | $ (599,912) | |||
Cash holdings and short-term investments | $ 166,700 | ||||
CSAM [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of short-term funds invested | Investment | 2 | 2 | |||
Short-term investment held-to-maturity, current | $ 32,600 | ||||
Impairment recognized, related to one of the short term funds invested | $ 2,300 | ||||
Payments for (proceeds from) short-term investments | $ 81,400 | $ 18,500 | |||
CSAM [Member] | Subsequent Event [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Payments for (proceeds from) short-term investments | $ 5,800 | $ (5,800) |
Restatement of Previously Rep_3
Restatement of Previously Reported Consolidated Financial Statements - Additional Information (Detail) $ in Millions | 56 Months Ended |
Jun. 30, 2021USD ($) | |
Prior Period Adjustment [Abstract] | |
Interest expense | $ 9.5 |
Restatement of Previously Rep_4
Restatement of Previously Reported Consolidated Financial Statements - CONSOLIDATED BALANCE SHEETS (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 114,547 | $ 45,673 | $ 7,325 | |
Short-term investments | 52,112 | 65,999 | ||
Trade accounts receivable, net | 4,452 | 5,323 | ||
Inventories | 23,161 | 22,011 | ||
Prepaid expenses and other current assets | 8,292 | 4,870 | ||
Total current assets | 202,564 | 143,876 | ||
Restricted cash | 8,306 | 9,024 | 9,021 | |
Property and equipment, net | 38,134 | 39,071 | ||
Operating lease right-of-use assets | 21,716 | 22,011 | ||
Intangible assets, net | 603 | 619 | ||
Deferred income taxes | 239 | 255 | ||
Other non-current assets | 4,984 | 4,956 | ||
Total assets | 276,546 | 219,812 | ||
Current liabilities: | ||||
Accounts payable | 4,616 | 4,659 | ||
Accrued compensation and benefits | 8,314 | 12,343 | ||
Accrued expenses and other current liabilities | 10,656 | 14,009 | ||
Current portion of long-term debt | 30,208 | 24,167 | ||
Current portion of operating lease liability | 3,374 | 3,446 | ||
Current portion of finance lease obligation | 883 | 835 | ||
Total current liabilities | 58,051 | 59,459 | ||
Long-term debt, less current portion | 197,881 | 145,059 | ||
Convertible loan derivatives | 29,886 | |||
Operating lease liability, less current portion | 20,872 | 20,907 | ||
Finance lease obligation, less current portion | 440 | 445 | ||
Deferred income taxes | 1,649 | 1,152 | ||
Defined benefit pension plan obligation | 7,218 | 6,896 | ||
7% Cumulative redeemable preference shares | 21,738 | 21,475 | ||
Total liabilities | 337,735 | 255,393 | ||
Commitments and contingencies | ||||
Shareholders' equity (deficit): | ||||
Ordinary shares (nil par value) 101,527,188 and 101,264,412 issued and outstanding at June 30, 2021 and March 31, 2021 respectively | 540,734 | 540,813 | ||
Additional paid in capital | 39,939 | 38,116 | ||
Accumulated other comprehensive loss | (14,658) | (14,598) | ||
Accumulated deficit | (627,204) | (599,912) | ||
Total shareholders' equity (deficit) | (61,189) | (35,581) | (34,124) | $ (8,489) |
Total liabilities and shareholders' equity (deficit) | 276,546 | 219,812 | ||
As Previously Reported [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 114,547 | 7,325 | ||
Short-term investments | 52,112 | |||
Trade accounts receivable, net | 4,452 | |||
Inventories | 23,161 | |||
Prepaid expenses and other current assets | 8,292 | |||
Total current assets | 202,564 | |||
Restricted cash | 8,306 | 9,021 | ||
Property and equipment, net | 38,134 | |||
Operating lease right-of-use assets | 21,716 | |||
Intangible assets, net | 603 | |||
Deferred income taxes | 239 | |||
Other non-current assets | 4,984 | |||
Total assets | 276,546 | |||
Current liabilities: | ||||
Accounts payable | 4,616 | |||
Accrued compensation and benefits | 8,314 | |||
Accrued expenses and other current liabilities | 10,656 | |||
Current portion of long-term debt | 30,208 | |||
Current portion of operating lease liability | 3,374 | |||
Current portion of finance lease obligation | 883 | |||
Total current liabilities | 58,051 | |||
Long-term debt, less current portion | 188,388 | |||
Convertible loan derivatives | 29,886 | |||
Operating lease liability, less current portion | 20,872 | |||
Finance lease obligation, less current portion | 440 | |||
Deferred income taxes | 1,649 | |||
Defined benefit pension plan obligation | 7,218 | |||
7% Cumulative redeemable preference shares | 21,738 | |||
Total liabilities | 328,242 | |||
Commitments and contingencies | ||||
Shareholders' equity (deficit): | ||||
Ordinary shares (nil par value) 101,527,188 and 101,264,412 issued and outstanding at June 30, 2021 and March 31, 2021 respectively | 540,734 | |||
Additional paid in capital | 39,939 | |||
Accumulated other comprehensive loss | (16,066) | |||
Accumulated deficit | (616,303) | |||
Total shareholders' equity (deficit) | (51,696) | (29,041) | (30,185) | (5,527) |
Total liabilities and shareholders' equity (deficit) | 276,546 | |||
Restatement Impacts [Member] | ||||
Current liabilities: | ||||
Long-term debt, less current portion | 9,493 | |||
Total liabilities | 9,493 | |||
Commitments and contingencies | ||||
Shareholders' equity (deficit): | ||||
Accumulated other comprehensive loss | 1,408 | |||
Accumulated deficit | (10,901) | |||
Total shareholders' equity (deficit) | $ (9,493) | $ (6,540) | $ (3,939) | $ (2,962) |
Restatement of Previously Rep_5
Restatement of Previously Reported Consolidated Financial Statements - CONSOLIDATED BALANCE SHEETS (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Prior Period Adjustment [Abstract] | ||
Preference share dividend percentage | 7.00% | 7.00% |
Common stock, par value | ||
Common stock, shares issued | 101,527,188 | 101,264,412 |
Common stock, shares outstanding | 101,527,188 | 101,264,412 |
Restatement of Previously Rep_6
Restatement of Previously Reported Consolidated Financial Statements - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||
Total revenue | $ 9,089 | $ 8,924 |
Cost of revenue | (4,777) | (5,414) |
Gross profit | 4,312 | 3,510 |
Operating expenses: | ||
Sales and marketing | (2,493) | (2,243) |
Research and development, net of government grants | (13,531) | (11,415) |
General and administrative expense: | ||
Compensation expense in respect of share options and management equity incentives | (1,823) | (960) |
Other general and administrative expenses | (8,353) | (8,578) |
Total general and administrative expense | (10,176) | (9,538) |
Total operating expense | (26,200) | (23,196) |
Operating loss | (21,888) | (19,686) |
Other income (expense): | ||
Interest expense, net | (3,002) | (6,931) |
Other, net | (1,732) | 208 |
Other expense, net | (4,734) | (6,723) |
Loss before income taxes | (26,622) | (26,409) |
Provision for income taxes | (670) | 153 |
Net loss | (27,292) | (26,256) |
Other comprehensive income (loss): | ||
Change in fair value of effective portion of foreign currency cash flow hedges | (112) | (3) |
Unrealized gain (loss) on short-term investments | (121) | (404) |
Foreign currency gain (loss) | 158 | 171 |
Provision for pension benefit obligation | 15 | (162) |
Other comprehensive loss, net | (60) | (398) |
Comprehensive loss | (27,352) | (26,654) |
Net loss available to ordinary shareholders - basic and diluted | $ (27,292) | $ (26,256) |
Loss per share - basic and diluted | $ (0.27) | $ (0.33) |
Weighted-average shares outstanding - basic and diluted | 101,390,749 | 80,485,985 |
Product Sales [Member] | ||
Revenue: | ||
Total revenue | $ 9,041 | $ 8,924 |
Other Revenues [Member] | ||
Revenue: | ||
Total revenue | 48 | |
As Previously Reported [Member] | ||
Revenue: | ||
Total revenue | 9,089 | 8,924 |
Cost of revenue | (5,290) | (5,414) |
Gross profit | 3,799 | 3,510 |
Operating expenses: | ||
Sales and marketing | (2,493) | (2,243) |
Research and development, net of government grants | (12,477) | (11,450) |
General and administrative expense: | ||
Compensation expense in respect of share options and management equity incentives | (1,823) | (960) |
Other general and administrative expenses | (8,983) | (8,578) |
Total general and administrative expense | (10,806) | (9,538) |
Total operating expense | (25,776) | (23,231) |
Operating loss | (21,977) | (19,721) |
Other income (expense): | ||
Interest expense, net | (632) | (5,926) |
Other, net | (1,791) | 233 |
Other expense, net | (2,423) | (5,693) |
Loss before income taxes | (24,400) | (25,414) |
Provision for income taxes | 2 | (15) |
Net loss | (24,398) | (25,429) |
Other comprehensive income (loss): | ||
Change in fair value of effective portion of foreign currency cash flow hedges | (112) | (3) |
Unrealized gain (loss) on short-term investments | (121) | (404) |
Foreign currency gain (loss) | 217 | 146 |
Provision for pension benefit obligation | 15 | 13 |
Other comprehensive loss, net | (1) | (248) |
Comprehensive loss | (24,399) | (25,677) |
Net loss available to ordinary shareholders - basic and diluted | $ (24,398) | $ (25,429) |
Loss per share - basic and diluted | $ (0.24) | $ (0.32) |
Weighted-average shares outstanding - basic and diluted | 101,390,749 | 80,485,985 |
As Previously Reported [Member] | Product Sales [Member] | ||
Revenue: | ||
Total revenue | $ 9,041 | $ 8,924 |
As Previously Reported [Member] | Other Revenues [Member] | ||
Revenue: | ||
Total revenue | 48 | |
Restatement Impacts [Member] | ||
Revenue: | ||
Cost of revenue | 513 | |
Gross profit | 513 | |
Operating expenses: | ||
Research and development, net of government grants | (1,054) | 35 |
General and administrative expense: | ||
Other general and administrative expenses | 630 | |
Total general and administrative expense | 630 | |
Total operating expense | (424) | 35 |
Operating loss | 89 | 35 |
Other income (expense): | ||
Interest expense, net | (2,370) | (1,005) |
Other, net | 59 | (25) |
Other expense, net | (2,311) | (1,030) |
Loss before income taxes | (2,222) | (995) |
Provision for income taxes | (672) | 168 |
Net loss | (2,894) | (827) |
Other comprehensive income (loss): | ||
Foreign currency gain (loss) | (59) | 25 |
Provision for pension benefit obligation | (175) | |
Other comprehensive loss, net | (59) | (150) |
Comprehensive loss | (2,953) | (977) |
Net loss available to ordinary shareholders - basic and diluted | $ (2,894) | $ (827) |
Loss per share - basic and diluted | $ (0.03) | $ (0.01) |
Restatement of Previously Rep_7
Restatement of Previously Reported Consolidated Financial Statements - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | $ (35,581) | $ (8,489) |
Beginning balance, Shares | 101,264,412 | |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | $ (79) | 59 |
Net loss | (27,292) | (26,256) |
Change in fair value of the effective portion of foreign currency cash flow hedges | (112) | (3) |
Change in unrealized gain on short-term investments | (121) | (404) |
Foreign currency gain (loss) on: | ||
Long-term investment nature intra-entity balances | (4,989) | 4,685 |
Retranslation of foreign entities | 5,147 | (4,514) |
Provision for pension benefit obligation | 15 | (162) |
Other comprehensive loss | (60) | (398) |
Stock-based compensation | 1,823 | 960 |
Ending balance | $ (61,189) | (34,124) |
Ending balance, Shares | 101,527,188 | |
As Previously Reported [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | $ (29,041) | (5,527) |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | (79) | 59 |
Net loss | (24,398) | (25,429) |
Change in fair value of the effective portion of foreign currency cash flow hedges | (112) | (3) |
Change in unrealized gain on short-term investments | (121) | (404) |
Foreign currency gain (loss) on: | ||
Long-term investment nature intra-entity balances | (4,989) | 4,685 |
Retranslation of foreign entities | 5,206 | (4,539) |
Provision for pension benefit obligation | 15 | 13 |
Other comprehensive loss | (1) | (248) |
Stock-based compensation | 1,823 | 960 |
Ending balance | (51,696) | (30,185) |
Restatement Impacts [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (6,540) | (2,962) |
Net loss | (2,894) | (827) |
Foreign currency gain (loss) on: | ||
Retranslation of foreign entities | (59) | 25 |
Provision for pension benefit obligation | (175) | |
Other comprehensive loss | (59) | (150) |
Ending balance | (9,493) | (3,939) |
Ordinary Shares [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | $ 540,813 | $ 459,931 |
Beginning balance, Shares | 101,264,412 | 80,398,326 |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | $ (79) | $ 59 |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 262,776 | 195,114 |
Foreign currency gain (loss) on: | ||
Ending balance | $ 540,734 | $ 459,990 |
Ending balance, Shares | 101,527,188 | 80,593,440 |
Ordinary Shares [Member] | As Previously Reported [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | $ 540,813 | $ 459,931 |
Beginning balance, Shares | 101,264,412 | 80,398,326 |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Amount | $ (79) | $ 59 |
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 262,776 | 195,114 |
Foreign currency gain (loss) on: | ||
Ending balance | $ 540,734 | $ 459,990 |
Ending balance, Shares | 101,527,188 | 80,593,440 |
Additional paid in Capital [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | $ 38,116 | $ 33,132 |
Foreign currency gain (loss) on: | ||
Stock-based compensation | 1,823 | 960 |
Ending balance | 39,939 | 34,092 |
Additional paid in Capital [Member] | As Previously Reported [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | 38,116 | 33,132 |
Foreign currency gain (loss) on: | ||
Stock-based compensation | 1,823 | 960 |
Ending balance | 39,939 | 34,092 |
Accumulated Other Comprehensive Loss [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (14,598) | (12,672) |
Change in fair value of the effective portion of foreign currency cash flow hedges | (112) | (3) |
Change in unrealized gain on short-term investments | (121) | (404) |
Foreign currency gain (loss) on: | ||
Long-term investment nature intra-entity balances | (4,989) | 4,685 |
Retranslation of foreign entities | 5,147 | (4,514) |
Provision for pension benefit obligation | 15 | (162) |
Other comprehensive loss | (60) | (398) |
Ending balance | (14,658) | (13,070) |
Accumulated Other Comprehensive Loss [Member] | As Previously Reported [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (16,065) | (15,155) |
Change in fair value of the effective portion of foreign currency cash flow hedges | (112) | (3) |
Change in unrealized gain on short-term investments | (121) | (404) |
Foreign currency gain (loss) on: | ||
Long-term investment nature intra-entity balances | (4,989) | 4,685 |
Retranslation of foreign entities | 5,206 | (4,539) |
Provision for pension benefit obligation | 15 | 13 |
Other comprehensive loss | (1) | (248) |
Ending balance | (16,066) | (15,403) |
Accumulated Other Comprehensive Loss [Member] | Restatement Impacts [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | 1,467 | 2,483 |
Foreign currency gain (loss) on: | ||
Retranslation of foreign entities | (59) | 25 |
Provision for pension benefit obligation | (175) | |
Other comprehensive loss | (59) | (150) |
Ending balance | 1,408 | 2,333 |
Accumulated Deficit [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (599,912) | (488,880) |
Net loss | (27,292) | (26,256) |
Foreign currency gain (loss) on: | ||
Ending balance | (627,204) | (515,136) |
Accumulated Deficit [Member] | As Previously Reported [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (591,905) | (483,435) |
Net loss | (24,398) | (25,429) |
Foreign currency gain (loss) on: | ||
Ending balance | (616,303) | (508,864) |
Accumulated Deficit [Member] | Restatement Impacts [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Beginning balance | (8,007) | (5,445) |
Net loss | (2,894) | (827) |
Foreign currency gain (loss) on: | ||
Ending balance | $ (10,901) | $ (6,272) |
Restatement of Previously Rep_8
Restatement of Previously Reported Consolidated Financial Statements - CONSOLIDATED STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (27,292) | $ (26,256) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, amortization and loss on disposal of fixed assets | 1,930 | 2,093 | |
Share-based compensation | 1,823 | 960 | |
Increase in deferred lease rentals | 176 | 169 | |
Swiss pension obligation | 188 | 253 | |
Amortization of deferred debt issue costs | (1,641) | 3,083 | |
Change in fair value of convertible loan derivatives | 1,984 | ||
Accrued preference share dividends | 263 | 263 | |
Income taxes | 502 | (153) | |
Net change in assets and liabilities: | |||
Trade accounts receivable, net | 893 | (587) | |
Inventories | (834) | (638) | |
Accounts payable and accrued liabilities | (2,382) | (1,664) | |
Accrued compensation and benefits | (4,181) | (2,025) | |
Other assets | (3,482) | (306) | |
Net cash used in operating activities | (32,053) | (24,808) | |
INVESTING ACTIVITIES: | |||
Increase in short-term investments | (4,500) | ||
Realization of short-term investments | 18,551 | 29,314 | |
Purchase of property and equipment | (1,405) | (830) | |
Net cash provided by investing activities | 12,646 | 28,484 | |
FINANCING ACTIVITIES: | |||
Repayment of finance leases | (213) | (171) | |
Proceeds from drawdown of new debt | 104,222 | ||
Debt issuance costs | (3,732) | ||
Fee paid to noteholders | (12,083) | ||
Proceeds from issuance of ordinary shares and warrants | (79) | 59 | |
Net cash provided by (used in) financing activities | 88,115 | (112) | |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (552) | (158) | |
Change in cash, cash equivalents and restricted cash | 68,156 | 3,406 | |
Beginning cash, cash equivalents and restricted cash | 54,697 | 12,940 | |
Ending cash, cash equivalents and restricted cash | 122,853 | 16,346 | |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 114,547 | 7,325 | $ 45,673 |
Restricted cash | 8,306 | 9,021 | 9,024 |
Total cash, cash equivalents and restricted cash | 122,853 | 16,346 | 54,697 |
As Previously Reported [Member] | |||
OPERATING ACTIVITIES: | |||
Net loss | (24,398) | (25,429) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, amortization and loss on disposal of fixed assets | 1,389 | 1,953 | |
Share-based compensation | 1,823 | 960 | |
Increase in deferred lease rentals | 176 | 169 | |
Swiss pension obligation | 188 | 253 | |
Amortization of deferred debt issue costs | (4,011) | 2,078 | |
Change in fair value of convertible loan derivatives | 1,984 | ||
Accrued preference share dividends | 263 | 263 | |
Income taxes | (170) | 15 | |
Net change in assets and liabilities: | |||
Trade accounts receivable, net | 893 | (587) | |
Inventories | (834) | (638) | |
Accounts payable and accrued liabilities | (2,203) | (1,514) | |
Accrued compensation and benefits | (3,671) | (2,025) | |
Other assets | (3,482) | (306) | |
Net cash used in operating activities | (32,053) | (24,808) | |
INVESTING ACTIVITIES: | |||
Increase in short-term investments | (4,500) | ||
Realization of short-term investments | 18,551 | 29,314 | |
Purchase of property and equipment | (1,405) | (830) | |
Net cash provided by investing activities | 12,646 | 28,484 | |
FINANCING ACTIVITIES: | |||
Repayment of finance leases | (213) | (171) | |
Proceeds from drawdown of new debt | 104,222 | ||
Debt issuance costs | (3,732) | ||
Fee paid to noteholders | (12,083) | ||
Proceeds from issuance of ordinary shares and warrants | (79) | 59 | |
Net cash provided by (used in) financing activities | 88,115 | (112) | |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (552) | (158) | |
Change in cash, cash equivalents and restricted cash | 68,156 | 3,406 | |
Beginning cash, cash equivalents and restricted cash | 54,697 | 12,940 | |
Ending cash, cash equivalents and restricted cash | 122,853 | 16,346 | |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 114,547 | 7,325 | |
Restricted cash | 8,306 | 9,021 | |
Total cash, cash equivalents and restricted cash | 122,853 | 16,346 | $ 54,697 |
Restatement Impacts [Member] | |||
OPERATING ACTIVITIES: | |||
Net loss | (2,894) | (827) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, amortization and loss on disposal of fixed assets | 541 | 140 | |
Amortization of deferred debt issue costs | 2,370 | 1,005 | |
Income taxes | 672 | (168) | |
Net change in assets and liabilities: | |||
Accounts payable and accrued liabilities | (179) | $ (150) | |
Accrued compensation and benefits | $ (510) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Jul. 01, 2021USD ($) | Mar. 12, 2021USD ($)Investment | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($)Investment | Mar. 31, 2021USD ($) | Apr. 15, 2021 | Jun. 30, 2020USD ($) |
Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 8,306 | $ 9,024 | $ 9,021 | ||||
Accounting Standards Update 2020-06 [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, adopted | true | ||||||
Change in accounting principle, adoption date | Apr. 1, 2021 | ||||||
Change in accounting principle, immaterial effect | true | ||||||
CSAM [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of short-term funds invested | Investment | 2 | 2 | |||||
Aggregate investment in suspend redemptions | $ 110,350 | ||||||
Payments for (proceeds from) short-term investments | $ 81,400 | $ 18,500 | |||||
Impairment recognized, related to one of the short term funds invested | 2,300 | ||||||
CSAM [Member] | Subsequent Event [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Payments for (proceeds from) short-term investments | $ 5,800 | $ (5,800) | |||||
Secured Notes [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||
Security For Property Rental Obligations of Subsidiary [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 306 | 324 | |||||
Senior Secured Notes Due 2023 [Member] | Cash Reserve Account Held by Collateral Agent [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 8,000 | $ 8,700 |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | May 26, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Secured Notes | $ 132,917 | $ 145,000 | |
Carrying value Secured Notes | 119,262 | 129,612 | |
Royalty liability | 35,785 | 39,614 | |
Convertible Notes | 105,000 | ||
Total Convertible Notes | 73,042 | ||
Total Debt | 228,089 | 169,226 | |
Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (9,966) | (11,127) | |
Deferred debt costs, net of amortization | (3,689) | $ (4,261) | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (28,286) | ||
Deferred debt costs, net of amortization | $ (3,672) | $ (3,700) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 02, 2021 | May 26, 2021 | Apr. 15, 2021 | May 15, 2019 | Jun. 29, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 14, 2016 |
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | $ 30,208,000 | $ 24,167,000 | ||||||
Aggregate principal amount of notes issued | 104,222,000 | |||||||
Accrued interest | $ 3,834,000 | 8,009,000 | ||||||
Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, issuance date | May 26, 2021 | |||||||
Aggregate principal amount of notes issued | $ 10,000,000 | $ 95,000,000 | ||||||
Debt instrument, interest rate | 4.75% | |||||||
Maturity date | May 26, 2026 | May 26, 2026 | ||||||
Debt instrument, conversion, description | At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. | |||||||
Conversion rate of ordinary shares | 176.3668 | |||||||
Conversion price per share | $ 1,000 | |||||||
Debt issuance costs | $ 3,700,000 | $ 3,672,000 | ||||||
Issuance costs attributable to bifurcated derivative | $ 0 | |||||||
Expected life of debt | 5 years | |||||||
Debt instrument, effective interest rate | 12.90% | |||||||
Interest expense debt | 923,000 | |||||||
Coupon interest | 469,000 | |||||||
Amortization of debt discount and issuance costs | 454,000 | |||||||
Convertible Notes [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 469,000 | |||||||
Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, issuance date | Oct. 14, 2016 | |||||||
Aggregate principal amount of notes available for issue | $ 84,000,000 | |||||||
Aggregate principal amount of notes issued | $ 25,000,000 | $ 36,000,000 | ||||||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Secured Notes on June 29, 2018. | |||||||
Debt instrument, restrictive covenants | The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. | |||||||
Debt instrument, percentage of repurchase price on change of control | 101.00% | |||||||
Debt instrument, percentage of repurchase price on certain asset sales | 100.00% | |||||||
Payment to cash reserve account held by collateral agent | $ 8,000,000 | 8,700,000 | ||||||
Debt instrument date of first required payment, interest | Apr. 15, 2017 | |||||||
Debt instrument date of first payment, principal | Apr. 15, 2021 | |||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||
Debt instrument principal payment | $ 12,100,000 | |||||||
Secured Notes [Member] | MosaiQ [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% | |||||||
Estimated amount under royalty agreement | $ 65,200,000 | $ 106,500,000 | ||||||
Secured Notes [Member] | Third Issuance [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Payment to cash reserve account held by collateral agent | 1,500,000 | |||||||
Secured Notes [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of notes available for issue | $ 145,000,000 | $ 120,000,000 | $ 120,000,000 |
Debt - Schedule of Secured Note
Debt - Schedule of Secured Notes and Convertible Notes (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Long-term Debt, Rolling Maturity [Abstract] | |
Within 1 year | $ 30,208 |
Between 1 and 2 years | 48,334 |
Between 2 and 3 years | 54,375 |
Between 4 and 5 years | 105,000 |
Total debt | $ 237,917 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,287 | $ 9,189 |
Work in progress | 9,260 | 9,105 |
Finished goods | 4,614 | 3,717 |
Total inventories | $ 23,161 | $ 22,011 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Raw materials | $ 9,287 | $ 9,189 |
Work in progress | 9,260 | 9,105 |
Finished goods | 4,614 | 3,717 |
MosaiQ Project [Member] | ||
Raw materials | 6,676 | 6,829 |
Work in progress | 4,308 | 4,321 |
Finished goods | $ 2,443 | $ 1,465 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued legal and professional fees | $ 1,633 | $ 1,005 |
Accrued interest | 3,834 | 8,009 |
Goods received not invoiced | 2,946 | 1,722 |
Accrued capital expenditure | 83 | 1,201 |
Other accrued expenses | 2,160 | 2,072 |
Total accrued expenses and other current liabilities | $ 10,656 | $ 14,009 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021USD ($)Contracts$ / £ | Mar. 31, 2021USD ($) | |
Commitments And Contingencies [Line Items] | ||
Total assets measured at fair value | $ 243 | $ 355 |
July 2021 through September 2021 [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 | $ / £ | 1.2600 | |
October 2021 through December 2021 [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 | $ / £ | 1.3090 | |
January 2022 through March 2022 [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 | $ / £ | 1.3735 |
Fair value measurement - Summar
Fair value measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | |
Assets: | |||
Total assets measured at fair value | $ 243 | $ 355 | |
Recurring [Member] | |||
Assets: | |||
Total assets measured at fair value | 36,783 | 31,106 | |
Liabilities: | |||
Total liabilities measured at fair value | 29,886 | ||
Recurring [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 17,040 | 15,751 |
Recurring [Member] | Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 19,500 | 15,000 |
Recurring [Member] | Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | 243 | 355 |
Recurring [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [4] | 29,886 | |
Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 36,783 | 31,106 | |
Liabilities: | |||
Total liabilities measured at fair value | 29,886 | ||
Recurring [Member] | Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 17,040 | 15,751 |
Recurring [Member] | Level 2 [Member] | Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 19,500 | 15,000 |
Recurring [Member] | Level 2 [Member] | Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | 243 | $ 355 |
Recurring [Member] | Level 2 [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [4] | $ 29,886 | |
[1] | The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. | ||
[2] | The fair value of 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. The short-term investments as of June 30, 2021, relate to investments made in a Treasury Money Market Fund. | ||
[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. | ||
[4] | The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. |
Fair value measurement - Additi
Fair value measurement - Additional Information (Detail) $ in Thousands | Jul. 01, 2021USD ($) | Mar. 12, 2021USD ($)Investment | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($)Investment | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Short-term investments | $ 52,112 | $ 65,999 | ||||
Unrealized gains on short-term investments | 359 | $ 317 | ||||
Unrealized gains reclassified to earnings | $ 121 | $ 721 | ||||
CSAM [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Number of short-term funds invested | Investment | 2 | 2 | ||||
Aggregate investment in suspend redemptions | $ 110,350 | |||||
Payments for (proceeds from) short-term investments | $ 81,400 | $ 18,500 | ||||
Short-term investments | 110,300 | |||||
Short-term investment, Estimated fair value | 108,000 | |||||
Impairment of short term investments | $ 2,300 | |||||
Carrying value of investments | $ 32,600 | |||||
CSAM [Member] | Subsequent Event [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Payments for (proceeds from) short-term investments | $ 5,800 | $ (5,800) |
Ordinary and Preference Share_2
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 |
Class Of Stock [Line Items] | ||||
Ordinary shares, shares issued | 101,527,188 | 101,264,412 | ||
Ordinary shares, shares outstanding | 101,527,188 | 101,264,412 | ||
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 | $ 32.61 | $ 32.21 | ||
Ordinary Shares [Member] | ||||
Class Of Stock [Line Items] | ||||
Ordinary shares, shares issued | 101,527,188 | 101,264,412 | ||
Ordinary shares, shares outstanding | 101,527,188 | 101,264,412 | 80,593,440 | 80,398,326 |
Ordinary shares, par value |
Ordinary and Preference Share_3
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
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) | Jan. 29, 2015$ / shares |
7% Cumulative Redeemable Preference Shares [Member] | |
Class Of Stock [Line Items] | |
Subscriptions price, per share | $ 22.50 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,823 | $ 960 |
Total fair value of stock options granted | $ 2,447 | $ 294 |
Risk-free interest rate, Description | Risk-Free Interest Rate. The risk-free interest rate is based on the UK Government 10-year bond yield curve in effect at the time of grant prior to the initial public offering and 10-year U.S. Treasury Stock for awards from April 2014 onwards. | |
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 | 1,833,825 | |
Weighted average remaining vesting period | 18 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 | 91,031 | |
Restricted Stock Units (RSUs) [Member] | Financial Objectives [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of restricted stock units outstanding | 271,739 | |
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 | $ 3.64 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - $ / shares | Jun. 10, 2021 | Apr. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Share Options Outstanding, Beginning Balance | 1,810,785 | 1,810,785 | ||
Number of Share Options Outstanding, Granted | 133,386 | 857,015 | 990,401 | |
Number of Share Options Outstanding, Forfeited | (146,110) | |||
Number of Share Options Outstanding, Ending Balance | 2,655,076 | 1,810,785 | ||
Number of Share Options Outstanding, Exercisable | 1,421,792 | |||
Weighted-Average Exercise Price, Beginning Balance | $ 7.69 | $ 7.69 | ||
Weighted-Average Exercise Price, Granted | 3.77 | |||
Weighted-Average Exercise Price, Forfeited | 6.57 | |||
Weighted-Average Exercise Price, Ending Balance | 6.29 | $ 7.69 | ||
Weighted-Average Exercise Price, Exercisable | $ 8.22 | |||
Weighted-Average Remaining Contractual Life, Outstanding | 85 months | 68 months | ||
Weighted-Average Remaining Contractual Life, Granted | 120 months | |||
Weighted-Average Remaining Contractual Life, Exercisable | 58 months |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Detail) - $ / shares | Jun. 10, 2021 | Apr. 01, 2021 | Jun. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Granted | 133,386 | 857,015 | 990,401 |
Exercise Price | $ 3.77 | ||
Ordinary Shares Fair Value Per Share at Grant Date | $ 4.37 | $ 3.68 | |
April 1, 2021 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Apr. 1, 2021 | ||
Number of Options Granted | 857,015 | ||
Exercise Price | $ 3.68 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 3.68 | ||
Per Share Intrinsic Value of Options | $ 2.41 | ||
June 10, 2021 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant Date | Jun. 10, 2021 | ||
Number of Options Granted | 133,386 | ||
Exercise Price | $ 4.37 | ||
Ordinary Shares Fair Value Per Share at Grant Date | 4.37 | ||
Per Share Intrinsic Value of Options | $ 2.85 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Parenthetical) (Detail) - $ / shares | Jun. 10, 2021 | Apr. 01, 2021 | Jun. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Granted | 133,386 | 857,015 | 990,401 |
Exercise Price | $ 3.77 | ||
Mr. Mendez [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Granted | 857,015 | ||
Exercise Price | $ 3.68 | ||
Share options, term of years | 10 years |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Assumptions to Share Options Issued (Detail) - $ / shares | Jun. 10, 2021 | Apr. 01, 2021 | Jun. 30, 2021 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 1.48% | 1.74% | |
Expected lives (years) | 6 years | 6 years | |
Volatility | 74.10% | 74.20% | |
Grant date fair value (per share) | $ 4.37 | $ 3.68 | |
Number granted | 133,386 | 857,015 | 990,401 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Jun. 30, 2021shares | |
Time Based Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 1,833,825 |
Weighted Average Remaining Vesting Period (Months) | 18 months |
Milestone and Performance Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 362,770 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Income Tax Expenses at the Statutory Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax rate change | $ (335) | |
Foreign tax rate differential | 583 | $ 1,015 |
Increase in valuation allowance against deferred tax assets | (918) | (862) |
Provision for income tax | $ (670) | $ 153 |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Schedule of Net Pension Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | ||
Employer service cost | $ 626 | $ 571 |
Interest cost | 22 | 30 |
Expected return on plan assets | (76) | (57) |
Amortization of prior service credit | 15 | 13 |
Net pension cost | $ 587 | $ 557 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 398 | $ 317 | |
Scenario, Forecast [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 1,436 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||
Net loss | $ (27,292) | $ (26,256) |
Net loss available to ordinary shareholders - basic and diluted | $ (27,292) | $ (26,256) |
Denominator: | ||
Weighted-average shares outstanding - basic and diluted | 101,390,749 | 80,485,985 |
Loss per share - basic and diluted | $ (0.27) | $ (0.33) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 22,312,426 | 2,949,578 |
Conversion of Senior Convertible Notes At $5.67 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 18,518,514 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 2,196,595 | 896,130 |
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 | 1,421,792 | 1,877,923 |
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 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
Conversion of Senior Convertible Notes At $5.67 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants per share | $ 5.67 | $ 5.67 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants 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 |