Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Feb. 08, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Axovant Sciences Ltd. | |
Entity Central Index Key | 1,636,050 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 107,788,074 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash | $ 188,251 | $ 212,573 |
Prepaid expenses and other current assets | 2,095 | 6,457 |
Income tax receivable | 2,790 | 658 |
Total current assets | 193,136 | 219,688 |
Property and equipment, net | 3,232 | 142 |
Deferred tax assets | 0 | 2,709 |
Total assets | 196,368 | 222,539 |
Current liabilities: | ||
Accounts payable | 1,032 | 8,551 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | 1,360 | 2,919 |
Accrued expenses | 34,935 | 34,796 |
Current portion of long term debt | 4,814 | 0 |
Total current liabilities | 42,141 | 46,266 |
Long term debt | 47,579 | 51,436 |
Total liabilities | 89,720 | 97,702 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Common shares, par value $0.00001 per share, 1,000,000,000 shares authorized, 107,788,074 and 99,163,919 issued and outstanding at December 31, 2017 and March 31, 2017, respectively | 1 | 1 |
Additional paid-in capital | 637,487 | 459,601 |
Accumulated deficit | (531,632) | (335,143) |
Accumulated other comprehensive income | 792 | 378 |
Total shareholders’ equity | 106,648 | 124,837 |
Total liabilities and shareholders’ equity | $ 196,368 | $ 222,539 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Mar. 31, 2017 |
Common stock | ||
Common shares par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common shares issued (in shares) | 107,788,074 | 99,163,919 |
Common shares outstanding (in shares) | 107,788,074 | 99,163,919 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||||
Research and development expenses | $ 37,346 | $ 36,630 | $ 119,613 | $ 93,980 |
General and administrative expenses | 18,032 | 11,342 | 69,662 | 33,422 |
Total operating expenses | 55,378 | 47,972 | 189,275 | 127,402 |
Other expenses: | ||||
Interest expense | 1,950 | 0 | 5,702 | 0 |
Other expense | 550 | 0 | 324 | 0 |
Loss before provision for income taxes | (57,878) | (47,972) | (195,301) | (127,402) |
Income tax (benefit) expense | 24 | (161) | 953 | 716 |
Net loss | $ (57,902) | $ (47,811) | $ (196,254) | $ (128,118) |
Net loss per common share — basic and diluted (in dollars per share) | $ (0.54) | $ (0.48) | $ (1.83) | $ (1.29) |
Weighted average common shares outstanding - basic and diluted (in shares) | 107,719,476 | 99,161,719 | 107,241,043 | 99,157,415 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and development expenses | ||||
Share-based compensation | $ 2,453 | $ 4,592 | $ 14,625 | $ 14,029 |
General and administrative expenses | ||||
Share-based compensation | $ 8,186 | $ 3,739 | $ 26,954 | $ 13,800 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (57,902) | $ (47,811) | $ (196,254) | $ (128,118) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 664 | 0 | 414 | 0 |
Total other comprehensive income | 664 | 0 | 414 | 0 |
Comprehensive loss | $ (57,238) | $ (47,811) | $ (195,840) | $ (128,118) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Adjustment to adopt ASU 2016-09 | $ 235 | $ (235) | |||
Beginning Balance (in shares) at Mar. 31, 2017 | 99,163,919 | ||||
Beginning Balance at Mar. 31, 2017 | $ 124,837 | $ 1 | 459,601 | (335,143) | $ 378 |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Exercise of stock options (in shares) | 740,823 | ||||
Exercise of stock options | 1,557 | 1,557 | |||
Exercise of warrants (in shares) | 129,827 | ||||
Exercise of warrant | 0 | $ 0 | |||
Stock issued for equity financing, net of underwriting discounts and commissions and offering expenses of $9.2 million (in shares) | 7,753,505 | ||||
Stock issued for equity financing, net of underwriting discounts and commissions and offering expenses of $9.2 million | 134,515 | 134,515 | |||
Share-based compensation expense | 36,774 | 36,774 | |||
Capital contribution —share-based compensation expense | 4,805 | 4,805 | |||
Foreign currency translation adjustment | 414 | 414 | |||
Net loss | (196,254) | (196,254) | |||
Ending Balance (in shares) at Dec. 31, 2017 | 107,788,074 | ||||
Ending Balance at Dec. 31, 2017 | $ 106,648 | $ 1 | $ 637,487 | $ (531,632) | $ 792 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Millions | 9 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discounts, commissions and offering expenses | $ 9.2 |
Condensed Consolidated Stateme9
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (196,254) | $ (128,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized currency translation loss | 414 | 0 |
Share-based compensation | 41,579 | 27,829 |
Depreciation and amortization | 2,113 | 35 |
Deferred tax assets | 2,709 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 4,362 | 631 |
Accounts payable | (7,519) | 8,629 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | (1,559) | 3,133 |
Accrued expenses | 139 | 17,078 |
Income tax receivable | (2,132) | 32 |
Net cash used in operating activities | (156,148) | (70,751) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,246) | (105) |
Net cash used in investing activities | (4,246) | (105) |
Cash flows from financing activities: | ||
Payment of contingent liability | 0 | (5,000) |
Exercise of stock options | 1,557 | 10 |
Cash proceeds from issuance of common shares, net of costs | 134,515 | 0 |
Net cash provided by (used in) financing activities | 136,072 | (4,990) |
Net change in cash | (24,322) | (75,846) |
Cash—beginning of period | 212,573 | 276,251 |
Cash—end of period | 188,251 | 200,405 |
Non-cash financing activities: | ||
Issuance of common stock upon exercise of warrant | $ 2,594 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Axovant Sciences Ltd., together with its wholly owned subsidiaries (the ‘‘Company’’), is a clinical-stage biopharmaceutical company dedicated to advancing treatments for patients with life-altering neurologic conditions. The Company is developing a pipeline of product candidates that focuses on the cognitive, functional and behavioral aspects of debilitating conditions such as Alzheimer’s disease, Lewy body dementia and other neurological disorders. The Company is an exempted limited company incorporated under the laws of Bermuda in October 2014 under the name Roivant Neurosciences Ltd. The Company changed its name to Axovant Sciences Ltd. in March 2015 . The Company has four wholly owned subsidiaries. Axovant Holdings Limited (“AHL”), a direct wholly owned subsidiary of Axovant Sciences Ltd., was incorporated in England and Wales in August 2016; Axovant Sciences, Inc. (“ASI”), a direct wholly owned subsidiary of AHL, was incorporated in Delaware in February 2015; Axovant Sciences GmbH (“ASG”), a direct wholly owned subsidiary of AHL, was organized in Switzerland in August 2016; and Axovant Sciences America, Inc. (‘‘ASA’’), a direct wholly owned subsidiary of AHL, was incorporated in Delaware in July 2017. ASG holds the Company's intellectual property rights and is the principal operating company for conducting the Company’s business. From its inception, the Company has devoted substantially all of its efforts to organizing and staffing the Company, raising capital, acquiring product candidates and preparing for and advancing its product candidates, intepirdine and nelotanserin, into clinical development for patients with Alzheimer's disease or Lewy body dementia. In addition, the Company has the rights to develop RVT-104, a combination of rivastigmine and a peripheral muscarinic receptor antagonist, and is exploring the development of this product candidate as a potential treatment for patients with Alzheimer's disease or dementia with Lewy bodies. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company does not expect to generate revenue unless and until it successfully completes development and obtains regulatory approval for one of its product candidates. The Company believes it currently has sufficient funds to meet its financial needs for at least the next 12 months. The Company may be required to obtain further funding through public or private equity offerings, debt financing, collaboration and licensing arrangements or other sources. Adequate additional funding may not be available to the Company on acceptable terms, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (A) Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 , filed with the Securities and Exchange Commission (“SEC”) on June 13, 2017. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018, for any other interim period, or for any other future year. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Update (‘‘ASU’’) issued by the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 13, 2017. (B) Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to the assets, liabilities, costs and expenses (including compensation expense) allocated to the Company under its services agreements with Roivant Sciences, Inc. (“RSI”) and Roivant Sciences GmbH (“RSG”), each a wholly owned subsidiary of the Company’s parent company, Roivant Sciences Ltd. (“RSL”), as well as contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. (C) Net Loss per Common Share: Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. Stock options to purchase 5.3 million and 5.6 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the three and nine months ended December 31, 2017 , respectively, because they were anti-dilutive given the net loss of the Company. Stock options to purchase 7.5 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the three and nine months ended December 31, 2016 because they were anti-dilutive given the net loss of the Company. (D) Financial Instruments: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, accounts payable and long term debt. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The carrying value of the Company’s debt was $52.4 million as of December 31, 2017 and approximates fair value based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. See Note 4 for the actual book carrying value of the Company's long term debt at December 31, 2017 . (E) Recent Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, ‘‘ Leases (Topic 842) ’’ (‘‘ASU No. 2016-02’’), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating ASU No. 2016-02 and its impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, ‘‘ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ’’ (“ASU No. 2016-09”). ASU No. 2016-09 makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company adopted this guidance as of April 1, 2017, using a modified retrospective transition method. As a result of the adoption of this standard, the Company elected to change its policy from estimating forfeitures to recognizing forfeitures when they occur and, as a result, recorded an adjustment of $235,000 to increase accumulated deficit with a corresponding offset to additional paid-in-capital as of April 1, 2017. The other requirements of ASU No. 2016-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, ‘‘ Business Combinations (Topic 805): Clarifying the Definition of a Business ’’ (‘‘ASU No. 2017-01’’), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU No. 2017-01 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company will apply the guidance to applicable transactions after the adoption date. The impact on the Company’s consolidated financial statements will depend on the facts and circumstances of any specific future transactions. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of December 31, 2017 and March 31, 2017, the Company’s accrued expenses consisted of the following (in thousands): December 31, 2017 March 31, 2017 Research and development expenses $ 23,592 $ 27,667 Salaries, bonuses, and other compensation expenses 8,002 3,497 Legal expenses 164 1,271 Other expenses 3,177 2,361 Total accrued expenses $ 34,935 $ 34,796 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt On February 2, 2017, the Company and its subsidiaries, AHL, ASG and ASI, entered into a loan and security agreement (as amended on May 24 and September 22, 2017, the “Loan Agreement”) with Hercules Capital, Inc., (“Hercules”), under which the Company, AHL and ASG (the "Borrowers") borrowed an aggregate of $55.0 million (the “Term Loan”). Pursuant to the Loan Agreement, ASI has issued a guaranty of the Borrowers’ obligations under the Loan Agreement. The Term Loan bears interest at a variable per annum rate calculated for any day as the greater of either (i) the prime rate plus 6.80% , and (ii) 10.55% . The Term Loan has a scheduled maturity date of March 1, 2021. The Borrowers are obligated to make monthly payments of accrued interest under the Loan Agreement until September 1, 2018, followed by monthly installments of principal and interest beginning October 1, 2018 through March 1, 2021. In connection with the Loan Agreement, the Borrowers and ASI, as guarantor, granted Hercules a first position lien on substantially all of their respective assets, excluding intellectual property. Prepayment of the Term Loan is subject to penalty. In April 2017, the Company completed a follow-on public offering of its common shares, from which it raised net proceeds of $134.5 million , after deducting underwriting discounts and commissions and offering expenses paid by the Company. On May 24, 2017, the Loan Agreement was amended such that the required minimum amount of unrestricted cash is equal to the lesser of (i) $35.0 million (the “Applicable Amount”) plus certain aged accounts payable amounts (as further defined in the Loan Agreement) and (ii) the outstanding amount of debt under the Loan Agreement plus certain aged accounts payable (as further defined in the Loan Agreement), provided that the Applicable Amount may be lowered to $30 million upon the achievement of certain clinical milestones as set forth in the Loan Agreement. The Loan Agreement also includes customary events of default. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal balance, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. At no time has the Company been in default under the provisions of the Loan Agreement. In addition, for so long as the Term Loan remains outstanding, the Company shall be required to use its commercially reasonable efforts to afford Hercules the opportunity to participate in future underwritten equity offerings of the Company’s common shares up to a specified amount. In connection with the Loan Agreement, the Company issued a warrant to Hercules, exercisable for an aggregate of 274,086 of the Company’s common shares at an exercise price of $12.04 per share (the “Warrant”). In August 2017, Hercules exercised the Warrant on a cashless basis and received a net issuance of 129,827 of the Company's common shares. The Company has accounted for the Warrant as an equity instrument since it was indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Warrant on the date of issuance was approximately $2.3 million and was treated as a discount to the debt. This amount will be amortized to interest expense under the effective interest method over the life of the Term Loan, which is a period of 48 months. The Company estimated the value of the Warrant using the Black-Scholes model. The key assumptions used to value the Warrant were as follows: Exercise price $ 12.04 Share price on date of issuance $ 11.96 Volatility 77.6 % Risk-free interest rate 2.27 % Expected dividend yield — % Contractual term (in years) 7 In addition, at the closing of the Term Loan, the Company paid transaction costs of $1.5 million , which were recorded as a discount on the debt and will be amortized to interest expense using the effective interest method over the life of the Term Loan, which is a period of 48 months. Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 55,000 Less: unamortized discount and debt issuance costs (2,607 ) Loan payable less unamortized discount and debt issuance costs 52,393 Less: current maturities (4,814 ) Long-term loan payable, net of current maturities $ 47,579 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (A) Services Agreements: During 2015, the Company and ASI entered into a services agreement with RSI (the ‘‘Services Agreement’’) under which RSI has agreed to provide certain administrative and research and development services to the Company. The Company and ASI amended and restated the Services Agreement with RSI on October 13, 2015 effective for the fiscal year commencing April 1, 2015. Under the Services Agreement, as amended and restated, the Company pays or reimburses RSI for any expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by RSI employees, RSI charges back the employee compensation expense plus a pre-determined mark-up. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on Company matters. All other costs are billed back at cost. The accompanying interim unaudited condensed consolidated financial statements include third-party expenses that have been paid by RSI and RSL. In February 2017, the Company and ASI amended and restated the Services Agreement, effective as of December 13, 2016, to add ASG as a services recipient. In addition, in February 2017, ASG entered into a separate services agreement with RSG, effective as of December 13, 2016, for the provision of services by RSG to ASG in relation to the identification of potential product candidates and project management of clinical trials, as well as other services related to development, administrative and financial activities. Under the Services Agreements, for the three months ended December 31, 2017 and 2016 , the Company incurred expenses of $1.4 million and $1.9 million , respectively, inclusive of the pre-determined mark-up. For the nine months ended December 31, 2017 and 2016, the Company incurred expenses of $5.8 million and $5.3 million , respectively, inclusive of the pre-determined mark-up, under the Service Agreements. (B) Family Relationships: Geetha Ramaswamy, MD, formerly the Vice President, Medical and Scientific Strategy of ASI, is the mother of Vivek Ramaswamy, a director of ASL and a director and the Chief Executive Officer of RSI. Sarah Friedhoff, formerly Senior Business Operations and Research and Development Specialist of ASI, is the daughter of Lawrence Friedhoff, MD, PhD, formerly the Chief Development Officer of ASI and currently Chief of Research & Development of RSI. Shankar Ramaswamy, MD, the Vice President of Global Medical Affairs of ASI, is the brother of Vivek Ramaswamy. Lawrence Friedhoff, MD, PhD, Geetha Ramaswamy, MD and Sarah Friedhoff are no longer employed by ASI beginning in October 2017. Salary expenses for Shankar Ramaswamy, MD were $66,950 and $65,000 for the three months ended December 31, 2017 and 2016, respectively, and $200,850 and $194,167 for the nine months ended December 31, 2017 and 2016, respectively. Salary expenses for Geetha Ramaswamy, MD were $65,000 for the three months ended December 31, 2016 and $133,900 and $194,167 for the nine months ended December 31, 2017 and 2016, respectively. Salary expenses for Sarah Friedhoff were $18,750 for the three months ended December 31, 2016 and $38,625 and $55,417 for the nine months ended December 31, 2017 and 2016, respectively. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity In April 2017, the Company issued and sold 7,753,505 common shares, including 1,011,326 common shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares, at an offering price of $18.54 per common share for gross proceeds of $143.7 million . The net proceeds to the Company were $134.5 million , after deducting underwriting discounts and commissions and offering expenses paid by the Company. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation In March 2015, the Company adopted its 2015 Equity Incentive Plan (the ‘‘2015 Plan’’), under which 7.5 million of the Company’s common shares were originally reserved for grant. In May 2015, the Company’s Board of Directors amended the 2015 Plan to increase the number of common shares authorized for issuance thereunder to 9.5 million common shares. This amendment of the 2015 Plan became effective upon the execution of the underwriting agreement relating to the Company’s initial public offering of common shares in June 2015. In April 2016 and 2017, the number of common shares authorized for issuance increased automatically to an aggregate of approximately 16.5 million common shares in accordance with the terms of the 2015 Plan. In June 2017, the Company's Board of Directors amended and restated the 2015 Plan to, among other things, increase the number of common shares authorized for issuance thereunder to approximately 20.5 million common shares. The amended and restated 2015 Plan became effective upon shareholder approval in August 2017. At December 31, 2017 , a total of 3.6 million common shares were available for future grant under the amended and restated 2015 Plan and options to purchase approximately 16.1 million common shares were outstanding under the amended and restated 2015 Plan with a weighted average exercise price of $12.63 . (A) Stock Options Granted to Employees and Directors: During the nine months ended December 31, 2017 and 2016 , the Company granted options to purchase a total of 10.9 million and 2.2 million common shares, respectively, to its employees and directors, under the 2015 Plan. The Company recorded share-based compensation expense related to stock options issued to Company employees and directors of $9.9 million and $5.2 million , respectively, for the three months ended December 31, 2017 and 2016, and $34.8 million and $18.0 million , respectively, for the nine months ended December 31, 2017 and 2016. At December 31, 2017 , total unrecognized compensation expense related to non-vested options was $100.4 million , which is expected to be recognized over the remaining weighted-average service period of 2.98 years . During the nine months ended December 31, 2017, the Company granted three options, each to purchase 2,000,000 common shares (or an aggregate of 6,000,000 common shares) of the Company, to our Principal Executive Officer, David T. Hung, MD. The grant date fair value of one of the options to purchase 2,000,000 common shares was estimated using the Black-Scholes option pricing model and the fair value is recognized over the requisite service period. The other two options to purchase 2,000,000 common shares, are performance-based awards (the "Second and Third Options") which vest over a period of five years, contingent on the achievement of pre-determined performance-based milestones that are related to product development or the achievement of specified market targets. The grant date fair value for the Second and Third Options was estimated using a Monte Carlo valuation model and is recognized using the accelerated method over the requisite service period. (B) Share-Based Compensation for Related Parties: (1) Stock Options Granted to Non-Employees: During the nine months ended December 31, 2017 and 2016 , the Company granted options to purchase a total of 206,600 and 83,500 common shares, respectively, to employees of RSI as compensation for support services provided to the Company. The fair value of the stock options granted to RSI employees is accounted for by the Company in accordance with the authoritative guidance for non-employee equity awards and is remeasured on each valuation date until performance is complete using the Black-Scholes pricing model. Each award is subject to a specified vesting schedule. Compensation expense will be recognized by the Company over the required service period to earn each award. The Company recorded $0.1 million and $0.3 million of share-based compensation expense for the three months ended December 31, 2017 and 2016, respectively, and $1.5 million and $1.1 million of share-based compensation for the nine months ended December 31, 2017 and 2016, respectively. The share-based compensation was recorded as research and development and general and administrative expense in the accompanying unaudited condensed consolidated statements of operations. The total remaining unrecognized compensation cost related to the non-vested stock options amounted to $5.0 million as of December 31, 2017 , which is expected to be recognized over the remaining weighted-average service period of 2.51 years. (2) Share-Based Compensation Allocated to the Company by RSL: The Company incurs share-based compensation expense for RSL common share awards and RSL options issued by RSL to RSI employees. Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSI employees on Company matters. The RSL common share awards are fair valued on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based, performance-based and corporate event-based, including targets for RSL’s post-IPO market capitalization and future financing events). The Company estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model. The Company recorded share-based compensation expense of $0.4 million and $2.6 million for the three months ended December 31, 2017 and 2016 , respectively, and $4.8 million and $8.1 million for the nine months ended December 31, 2017 and 2016, respectively, in relation to the RSL common share awards and options issued by RSL to RSI employees. (3) Share-Based Compensation for Family Members: The Company granted Geetha Ramaswamy, MD, Shankar Ramaswamy, MD and Sarah Friedhoff options to purchase 37,500 common shares, 37,500 common shares and 12,500 common shares, respectively, during the nine months ended December 31, 2017 as annual stock option grants in their capacities as employees of ASI. The Company recorded aggregate share-based compensation expense of $0.9 million and $0.9 million for the three months ended December 31, 2017 and 2016 , respectively, and $3.3 million and $2.7 million for the nine months ended December 31, 2017 and 2016, respectively, in connection with such option grants. Shankar Ramaswamy, MD, while previously employed by RSI, was also granted RSL common shares. The Company recorded share-based compensation expense of $0.2 million and $0.1 million for the three months ended December 31, 2017 and 2016, respectively, and $0.4 million and $0.4 million for the nine months ended December 31, 2017 and 2016, respectively, related to the RSL common share awards held by Shankar Ramaswamy, which the Company has recorded as research and development expense in the accompanying unaudited condensed consolidated statements of operations. At December 31, 2017 , total unrecognized compensation expense related to these non-vested RSL common share awards was $0.2 million and is expected to be recognized over the remaining weighted-average service period of 0.52 years . |
Restructuring
Restructuring | 9 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In October 2017, the Company committed to a corporate realignment to focus its efforts and resources on the Company's ongoing and future programs that includes a reduction in its workforce. The Company expects to complete the reduction in headcount, including the payment of any employee severance and benefits, in the fourth quarter of fiscal 2017. As a result of the reduction in headcount, the Company incurred aggregate charges of approximately $1.5 million for one-time severance and related costs in the three months ended December 31, 2017, all of which resulted from cash expenditures. The impacted employees are eligible to receive severance payments in specified amounts, health benefits and outplacement services. The Company has recorded these charges in research and development and general and administrative expenses based on responsibilities of the impacted employees. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is not subject to taxation under the laws of Bermuda since it was organized as a Bermuda Exempted Limited Company, for which there is no current tax regime. The Company’s provision for income taxes is primarily federal, state and local income taxes in the United States. The Company's effective tax rate was (0.04)% and 0.3% for the three months ended December 31, 2017 and 2016, respectively. The Company's effective tax rate of (0.5)% and (0.6)% for the nine months ended December 31, 2017 and 2016, respectively, differs from the Bermuda federal statutory rate of 0% primarily due to the U.S. permanent unfavorable tax differences, stock compensation deductions and a valuation allowance that effectively eliminates the Company's net deferred tax assets. On December 22, 2017, the President of the United States signed into law an Act to provide for reconciliation pursuant to Titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the "Tax Cuts and Jobs Act"), which introduced a comprehensive set of tax reforms. The Tax Cuts and Jobs Act significantly revises U.S. tax law by, among other provisions, lowering the U.S. federal statutory income tax rate from 35% to 21% and eliminating or reducing certain income tax deductions. The effects of changes in tax laws are required to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the Tax Cuts and Jobs Act’s provisions, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows companies to record the tax effects of the Tax Cuts and Jobs Act on a provisional basis based on a reasonable estimate, and then, if necessary, subsequently adjust such amounts during a limited measurement period as more information becomes available. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year from enactment. The Tax Cuts and Jobs Act did not have a material impact on our financial statements since our deferred temporary differences are fully offset by a valuation allowance and the Company does not have any offshore earnings from which to record the mandatory transition tax. However, given the significant complexity of the Tax Cuts and Jobs Act, anticipated guidance from the U.S. Treasury about implementing the Tax Cuts and Jobs Act, and the potential for additional guidance from the SEC or the FASB related to the Tax Cuts and Jobs Act, these estimates may be adjusted during the measurement period. The Company's provisional amounts for income taxes were based on the Company’s present interpretations of the Tax Cuts and Jobs Act and current available information, including assumptions and expectations about future events, such as its projected financial performance, and are subject to further refinement as additional information becomes available (including the Company’s actual results of operations for the year ended March 31, 2018, as well as potential new or interpretative guidance issued by the FASB or the Internal Revenue Service and other tax agencies) and further analyses are completed. The Company continues to analyze the changes in certain income tax deductions, and gather additional data to compute the full impacts on the Company’s deferred and current tax assets and liabilities. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has entered into commitments under an asset purchase agreement with GlaxoSmithKline (“GSK”), a development, marketing, and supply agreement with Arena Pharmaceuticals GmbH (“Arena”), the Loan Agreement with Hercules, an amended services agreement with RSI, a separate service agreement with RSG (Refer to Note 5(A)) and a license agreement with Qaam Pharmaceuticals LLC. In addition, the Company has entered into services agreements with third parties for pharmaceutical manufacturing and research activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in clinical development. Subject to required notice periods and the Company's obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into other commitments as the business further develops. During the nine months ended December 31, 2017 , there were no material changes outside the ordinary course of business to the specified contractual obligations set forth in the contractual obligations table included in our Annual Report on Form 10-K for the year ended March 31, 2017. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 , filed with the Securities and Exchange Commission (“SEC”) on June 13, 2017. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018, for any other interim period, or for any other future year. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Update (‘‘ASU’’) issued by the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 13, 2017. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to the assets, liabilities, costs and expenses (including compensation expense) allocated to the Company under its services agreements with Roivant Sciences, Inc. (“RSI”) and Roivant Sciences GmbH (“RSG”), each a wholly owned subsidiary of the Company’s parent company, Roivant Sciences Ltd. (“RSL”), as well as contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Net Loss per Common Share | Net Loss per Common Share: Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. |
Financial Instruments | Financial Instruments: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, accounts payable and long term debt. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, ‘‘ Leases (Topic 842) ’’ (‘‘ASU No. 2016-02’’), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating ASU No. 2016-02 and its impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, ‘‘ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ’’ (“ASU No. 2016-09”). ASU No. 2016-09 makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company adopted this guidance as of April 1, 2017, using a modified retrospective transition method. As a result of the adoption of this standard, the Company elected to change its policy from estimating forfeitures to recognizing forfeitures when they occur and, as a result, recorded an adjustment of $235,000 to increase accumulated deficit with a corresponding offset to additional paid-in-capital as of April 1, 2017. The other requirements of ASU No. 2016-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, ‘‘ Business Combinations (Topic 805): Clarifying the Definition of a Business ’’ (‘‘ASU No. 2017-01’’), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU No. 2017-01 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company will apply the guidance to applicable transactions after the adoption date. The impact on the Company’s consolidated financial statements will depend on the facts and circumstances of any specific future transactions. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2017 and March 31, 2017, the Company’s accrued expenses consisted of the following (in thousands): December 31, 2017 March 31, 2017 Research and development expenses $ 23,592 $ 27,667 Salaries, bonuses, and other compensation expenses 8,002 3,497 Legal expenses 164 1,271 Other expenses 3,177 2,361 Total accrued expenses $ 34,935 $ 34,796 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Key Assumptions Used to Value Warrants | The Company estimated the value of the Warrant using the Black-Scholes model. The key assumptions used to value the Warrant were as follows: Exercise price $ 12.04 Share price on date of issuance $ 11.96 Volatility 77.6 % Risk-free interest rate 2.27 % Expected dividend yield — % Contractual term (in years) 7 |
Outstanding Debt Obligations | Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 55,000 Less: unamortized discount and debt issuance costs (2,607 ) Loan payable less unamortized discount and debt issuance costs 52,393 Less: current maturities (4,814 ) Long-term loan payable, net of current maturities $ 47,579 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Dec. 31, 2017segmentsubsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of subsidiaries | subsidiary | 4 |
Number of operating segments | 1 |
Number of reporting segments | 1 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2017 | Mar. 31, 2017 | |
Accumulated Deficit | ||||||
Net Loss per Common Share | ||||||
Adjustment to adopt ASU 2016-09 | $ (235) | |||||
Accumulated Deficit | Accounting Standards Update 2016-09 | ||||||
Net Loss per Common Share | ||||||
Adjustment to adopt ASU 2016-09 | $ (235) | |||||
Additional Paid-in Capital | ||||||
Net Loss per Common Share | ||||||
Adjustment to adopt ASU 2016-09 | $ 235 | |||||
Additional Paid-in Capital | Accounting Standards Update 2016-09 | ||||||
Net Loss per Common Share | ||||||
Adjustment to adopt ASU 2016-09 | $ 235 | |||||
Fair Value, Inputs, Level 2 | ||||||
Net Loss per Common Share | ||||||
Long-term debt | $ 52,400 | $ 52,400 | ||||
Stock options | ||||||
Net Loss per Common Share | ||||||
Anti-dilutive securities not included in calculation of common shares outstanding (in shares) | 5.3 | 7.5 | 5.6 | 7.5 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 23,592 | $ 27,667 |
Salaries, bonuses, and other compensation expenses | 8,002 | 3,497 |
Legal expenses | 164 | 1,271 |
Other expenses | 3,177 | 2,361 |
Total accrued expenses | $ 34,935 | $ 34,796 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) | Feb. 02, 2017 | Aug. 31, 2017 | Apr. 30, 2017 | May 24, 2017 |
Debt Instrument [Line Items] | ||||
Exercise of warrants (in shares) | 129,827 | |||
Common Shares | ||||
Debt Instrument [Line Items] | ||||
Number of securities called by warrants (in shares) | 274,086 | |||
Exercise price (in dollars per share) | $ 12.04 | |||
Fair value of warrants not settleable in cash | $ 2,300,000 | |||
Stock Offering | ||||
Debt Instrument [Line Items] | ||||
Net proceeds | $ 134,500,000 | |||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 55,000,000 | |||
Minimum unrestricted cash | $ 35,000,000 | |||
Minimum unrestricted cash if clinical thresholds are met | $ 30,000,000 | |||
Default interest rate | 5.00% | |||
Debt instrument, term | 48 months | |||
Payments of loan facility costs | $ 1,500,000 | |||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10.55% | |||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 6.80% |
Long Term Debt - Valuation Assu
Long Term Debt - Valuation Assumptions (Details) - Common Shares | Feb. 02, 2017$ / shares |
Class of Warrant or Right [Line Items] | |
Exercise price (in dollars per share) | $ 12.04 |
Share price on date of issuance (in dollars per share) | $ 11.96 |
Volatility | 77.60% |
Risk-free interest rate | 2.27% |
Expected dividend yield | 0.00% |
Contractual term (in years) | 7 years |
Long Term Debt - Outstanding De
Long Term Debt - Outstanding Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 55,000 | |
Less: unamortized discount and debt issuance costs | (2,607) | |
Loan payable less unamortized discount and debt issuance costs | 52,393 | |
Less: current maturities | (4,814) | $ 0 |
Long-term loan payable, net of current maturities | $ 47,579 | $ 51,436 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
RSI | ||||
Related Party Transaction [Line Items] | ||||
Expense under service agreement | $ 1,400,000 | $ 1,900,000 | $ 5,800,000 | $ 5,300,000 |
Geetha Ramaswamy | ||||
Related Party Transaction [Line Items] | ||||
Officers' salary expense | $ 66,950 | 65,000 | 200,850 | 194,167 |
Shankar Ramaswamy | ||||
Related Party Transaction [Line Items] | ||||
Officers' salary expense | 65,000 | 133,900 | 194,167 | |
Sarah Friedhoff | ||||
Related Party Transaction [Line Items] | ||||
Salary expense | $ 18,750 | $ 38,625 | $ 55,417 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($)$ / sharesshares | |
Stock Offering | |
Shareholders' Equity | |
Sale of common stock in IPO (in shares) | shares | 7,753,505 |
Price per share (in dollars per share) | $ / shares | $ 18.54 |
Gross proceeds from common stock issued | $ | $ 143.7 |
Net proceeds | $ | $ 134.5 |
Underwriter's Option | |
Shareholders' Equity | |
Sale of common stock in IPO (in shares) | shares | 1,011,326 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Apr. 30, 2017 | May 31, 2015 | Mar. 31, 2015 | |
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 6,000,000 | |||||||
RSI | ||||||||
Share-Based Compensation | ||||||||
Share-based compensation expense | $ 0.4 | $ 2.6 | $ 4.8 | $ 8.1 | ||||
Stock options | ||||||||
Share-Based Compensation | ||||||||
Share-based compensation expense | 0.9 | 0.9 | 3.3 | 2.7 | ||||
Total unrecognized compensation expense, stock options | 100.4 | $ 100.4 | ||||||
Remaining weighted-average service period | 2 years 11 months 23 days | |||||||
Stock options | Directors and Employees | ||||||||
Share-Based Compensation | ||||||||
Share-based compensation expense | 9.9 | 5.2 | $ 34.8 | $ 18 | ||||
Stock options | Geetha Ramaswamy | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 37,500 | |||||||
Stock options | Shankar Ramaswamy | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 37,500 | |||||||
Stock options | Sarah Friedhoff | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 12,500 | |||||||
Nonemployee stock options | RSI Employees | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 206,600 | 83,500 | ||||||
Share-based compensation expense | 0.1 | 0.3 | $ 1.5 | $ 1.1 | ||||
Total unrecognized compensation expense, stock options | 5 | $ 5 | ||||||
Remaining weighted-average service period | 2 years 6 months 4 days | |||||||
Common share awards | RSL | ||||||||
Share-Based Compensation | ||||||||
Share-based compensation expense | 0.2 | $ 0.1 | $ 0.4 | $ 0.4 | ||||
Remaining weighted-average service period | 6 months 7 days | |||||||
Total unrecognized compensation expense, common share awards | $ 0.2 | $ 0.2 | ||||||
2015 Plan | Equity Incentive Plan | ||||||||
Share-Based Compensation | ||||||||
Number of shares reserved for grant (in shares) | 20,500,000 | 16,500,000 | 9,500,000 | 7,500,000 | ||||
Number of shares available for future grant (in shares) | 3,600,000 | 3,600,000 | ||||||
2015 Plan | Stock options | ||||||||
Share-Based Compensation | ||||||||
Number of options outstanding (in shares) | 16,100,000 | 16,100,000 | ||||||
Weighted average exercise price of options outstanding (in dollars per share) | $ 12.63 | $ 12.63 | ||||||
Number of options granted (in shares) | 10,900,000 | 2,200,000 | ||||||
First Option | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 2,000,000 | |||||||
Second and Third Options | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 2,000,000 | |||||||
Award vesting period | 5 years | |||||||
Second Option | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 2,000,000 | |||||||
Third Option | ||||||||
Share-Based Compensation | ||||||||
Number of options granted (in shares) | 2,000,000 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance related costs | $ 1.5 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | ||||
Effective income tax rate | (0.04%) | 0.30% | (0.50%) | (0.60%) |
Foreign Tax Authority | Office of the Tax Commissioner, Bermuda | ||||
Income Tax Examination [Line Items] | ||||
Federal statutory income tax rate | 0.00% |