Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 23, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 180.6 | ||
Entity Common Stock, Shares Outstanding | 103,216,019 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-36415 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | Y9 | ||
Entity Address, Address Line One | Business Park Terre Bonne | ||
Entity Address, Address Line Two | Route de Crassier 13 | ||
Entity Address, City or Town | Eysins | ||
Entity Address, Country | CH | ||
Entity Address, Postal Zip Code | 1262 | ||
City Area Code | 011-41 | ||
Local Phone Number | 22-716-9800 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders are incorporated by reference into Part III of this Report. | ||
Auditor Firm ID | 1438 | ||
Auditor Location | Belfast, United Kingdom | ||
Auditor Name | Ernst & Young LLP |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 65,059 | $ 45,673 |
Short-term investments | 2,626 | 65,999 |
Trade accounts receivable, net | 6,272 | 5,323 |
Inventories | 22,036 | 22,011 |
Prepaid expenses and other current assets | 5,761 | 4,870 |
Total current assets | 101,754 | 143,876 |
Restricted cash | 8,744 | 9,024 |
Long-term investments | 15,467 | 0 |
Property and equipment, net | 33,242 | 39,071 |
Operating lease right-of-use assets | 29,411 | 22,011 |
Intangible assets, net | 520 | 619 |
Deferred income taxes | 123 | 255 |
Other non-current assets | 4,728 | 4,956 |
Total assets | 193,989 | 219,812 |
Current liabilities: | ||
Accounts payable | 4,524 | 4,659 |
Accrued compensation and benefits | 8,503 | 12,343 |
Accrued expenses and other current liabilities | 15,729 | 14,009 |
Current portion of long-term debt | 0 | 24,167 |
Current portion of operating lease liability | 3,535 | 3,446 |
Current portion of finance lease obligation | 537 | 835 |
Total current liabilities | 32,828 | 59,459 |
Long-term debt, less current portion | 233,313 | 145,059 |
Derivative liabilities | 13,515 | 0 |
Operating lease liability, less current portion | 28,753 | 20,907 |
Finance lease obligation, less current portion | 388 | 445 |
Deferred income taxes | 1,988 | 1,152 |
Defined benefit pension plan obligation | 4,777 | 6,896 |
7% Cumulative redeemable preference shares | 22,525 | 21,475 |
Total liabilities | 338,087 | 255,393 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Ordinary shares (nil par value) 102,611,397 and 101,264,412 issued and outstanding at March 31, 2022 and March 31, 2021 respectively | 540,736 | 540,813 |
Additional paid in capital | 46,399 | 38,116 |
Accumulated other comprehensive loss | (6,191) | (14,598) |
Accumulated deficit | (725,042) | (599,912) |
Total shareholders' equity (deficit) | (144,098) | (35,581) |
Total liabilities and shareholders' equity (deficit) | $ 193,989 | $ 219,812 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Preference share dividend percentage | 7% | 7% |
Common stock, par value | ||
Common stock, shares issued | 102,611,397 | 101,264,412 |
Common stock, shares outstanding | 102,611,397 | 101,264,412 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 38,514 | $ 43,379 |
Cost of revenue | (23,569) | (20,074) |
Gross profit | 14,944 | 23,305 |
Operating expenses: | ||
Sales and marketing | (11,023) | (9,849) |
Research and development, net of government grants | (58,691) | (53,727) |
General and administrative expense: | ||
Compensation expense in respect of share options and management equity incentives | (6,951) | (4,984) |
Other general and administrative expenses | (42,107) | (37,442) |
Total general and administrative expense | (49,058) | (42,426) |
Total operating expense | (118,771) | (106,002) |
Operating loss | (103,827) | (82,697) |
Other income (expense): | ||
Interest expense, net | (31,954) | (29,804) |
Other, net | 11,612 | 2,723 |
Other income (expense), net | (20,342) | (27,081) |
Loss before income taxes | (124,169) | (109,778) |
Provision for income taxes | (961) | (1,254) |
Net loss | (125,130) | (111,032) |
Other comprehensive income (loss): | ||
Change in fair value of effective portion of foreign currency cash flow hedges | (355) | 582 |
Unrealized loss on short-term investments | (186) | (898) |
Foreign currency gain (loss) | 6,007 | (2,057) |
Provision for pension benefit obligation | 2,941 | 447 |
Other comprehensive loss, net | 8,407 | (1,926) |
Comprehensive loss | (116,723) | (112,958) |
Net loss available to ordinary shareholders - basic and diluted | $ (125,130) | $ (111,032) |
Loss per share - basic and diluted | $ (1.23) | $ (1.21) |
Weighted-average shares outstanding - basic and diluted | 101,910,562 | 91,637,966 |
Product Sales [Member] | ||
Revenue: | ||
Total revenue | $ 38,283 | $ 35,787 |
Other Revenues [Member] | ||
Revenue: | ||
Total revenue | $ 231 | $ 7,592 |
CONSOLIDATED STATEMENTS OF CHAN
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, net of issue costs, Amount | 80,685 | $ 80,685 | |||
Issue of shares, net of issue costs, Shares | 20,294,117 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs | 197 | $ 197 | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 571,969 | ||||
Net loss | (111,032) | (111,032) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | 582 | 582 | |||
Change in unrealized gain on short-term investments | (898) | (898) | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | (27,251) | (27,251) | |||
Retranslation of foreign entities | 25,194 | 25,194 | |||
Provision for pension benefit obligation | 447 | 447 | |||
Other comprehensive loss | (1,926) | (1,926) | |||
Stock-based compensation | 4,984 | 4,984 | |||
Ending balance at Mar. 31, 2021 | $ (35,581) | $ 540,813 | 38,116 | (14,598) | (599,912) |
Ending balance, Shares at Mar. 31, 2021 | 101,264,412 | 101,264,412 | |||
Issue of shares, net of issue costs, Amount | $ (136) | (136) | |||
Issue of shares upon exercise of incentive share options and vesting of RSUs | (77) | $ (77) | |||
Issue of shares upon exercise of incentive share options and vesting of RSU's, Shares | 478,543 | ||||
Issue of Consent Shares associated with Senior Secured Note modification | 2,263 | 2,263 | |||
Issue of Consent Shares associated with Senior Secured Note modification, Shares | 868,442 | ||||
Net loss | (125,130) | (125,130) | |||
Change in the fair value of the effective portion of foreign currency cash flow hedges | (355) | (355) | |||
Change in unrealized gain on short-term investments | (186) | (186) | |||
Foreign currency gain (loss) on: | |||||
Long-term investment nature intra-entity balances | 22,645 | 22,645 | |||
Retranslation of foreign entities | (16,638) | (16,638) | |||
Provision for pension benefit obligation | 2,941 | 2,941 | |||
Other comprehensive loss | 8,407 | 8,407 | |||
Stock-based compensation | 6,156 | 6,156 | |||
Ending balance at Mar. 31, 2022 | $ (144,098) | $ 540,736 | $ 46,399 | $ (6,191) | $ (725,042) |
Ending balance, Shares at Mar. 31, 2022 | 102,611,397 | 102,611,397 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issue of shares, issue costs | $ 136 | $ 5,565 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (125,130) | $ (111,032) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and loss on disposal of fixed assets | 7,417 | 8,354 |
Share-based compensation | 6,156 | 4,984 |
Increase in deferred lease rentals | 659 | 726 |
Swiss pension obligation | 669 | 1,054 |
Amortization of deferred debt issue costs and discount | 11,020 | 12,965 |
Impairment of investments | 970 | 2,285 |
Change in fair value of derivative instruments | (19,395) | 0 |
Accrued preference share dividends | 1,050 | 1,050 |
Income taxes | 961 | 1,254 |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | (1,143) | 568 |
Inventories | (165) | (475) |
Accounts payable and accrued liabilities | 3,418 | (3,410) |
Accrued compensation and benefits | (3,735) | 4,549 |
Other assets | (1,796) | (454) |
Net cash used in operating activities | (119,044) | (77,582) |
INVESTING ACTIVITIES: | ||
Increase in short-term investments | (4,500) | (87,247) |
Realization of short-term investments | 51,425 | 134,936 |
Purchase of property and equipment | (2,851) | (4,240) |
Purchase of intangible assets | 0 | 0 |
Net cash from (used in) investing activities | 44,074 | 43,449 |
FINANCING ACTIVITIES: | ||
Repayment of finance leases | (713) | (633) |
Proceeds from issuance of long-term debt | 104,222 | 0 |
Debt issuance costs | (3,732) | 0 |
Repayment of long-term debt | (12,083) | 0 |
(Cost of) proceeds from issuance of ordinary shares and warrants | (76) | 80,881 |
Net cash generated from financing activities | 87,618 | 80,248 |
Effect of exchange rate fluctuations on cash and cash equivalents | 6,458 | (4,358) |
Change in cash and cash equivalents | 19,106 | 41,757 |
Beginning cash and cash equivalents | 54,697 | 12,940 |
Ending cash and cash equivalents | 73,803 | 54,697 |
Supplemental cash flow disclosures: | ||
Income taxes paid | 0 | 0 |
Interest paid | 19,008 | 17,529 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 65,059 | 45,673 |
Restricted cash | 8,744 | 9,024 |
Ending cash and cash equivalents | $ 73,803 | $ 54,697 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | No te 1. Organization and Summary of Significant Accounting Policies Organization and Business The principal activity of Quotient Limited and its subsidiaries (the ''Group'' and or the ''Company'') 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. 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 $ 725.0 million at March 31, 2022. At March 31, 2022, the Company had available cash holdings and short and long-term investments of $ 83.2 million. On June 24, 2022, the Company announced the pricing of an underwritten public offering of 66,666,667 ordinary shares and ordinary share equivalents for aggregate gross proceeds of $ 20.0 million. The aggregate net proceeds to the Company from this offering are expected to be approximately $ 18.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 10,000,000 of its ordinary shares. Closing of the offering is subject to customary closing conditions. Additionally, on June 23, 2022, the Company announced proposed amendments to its Senior Secured notes which become effective after completion of the equity offering. See Note 14, "Subsequent Events,'' for additional details. The Company has expenditure plans over the twelve months from the date these financial statements are issued that exceed its current and recently raised cash and investment balances, raising substantial doubt about its ability to continue as a going concern. The Company expects to fund its operations, including the ongoing development of MosaiQ through successful field trial completion, achievement of required regulatory authorizations and commercialization, from existing available cash and investment balances, the sale of rights and other assets, and the issuance of new equity or debt. The Company’s Directors are confident in the availability of these funding sources and accordingly have prepared the financial statements on the going concern basis. However, there can be no assurance the Company will be able to obtain adequate financing when necessary and the terms of any financings may not be advantageous to the Company and may result in dilution to its shareholders. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. All gains and losses realized from foreign currency transactions denominated in currencies other than the foreign subsidiary’s functional currency are included in foreign currency exchange gain (loss) as part of other income or expenses in the Consolidated Statements of Comprehensive Loss. Adjustments resulting from translating the financial statements of all foreign subsidiaries into U.S. dollars are reported as a separate component of accumulated other comprehensive loss and changes in shareholders’ equity (deficit). The assets and liabilities of the Company’s foreign subsidiaries are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at rates approximating the weighted average rates during the period. The translation effects of inter-company loans designated as long term net investments in subsidiaries are included in accumulated other comprehensive loss. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (''GAAP'') requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximized the use of observable inputs and minimized the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 4, ''Fair Value Measurements,'' for information and related disclosures regarding our fair value measurements. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2022 and 2021, all cash and cash equivalents comprised cash balances and highly liquid investments having an original maturity of three months or less held with the banks used by the Company and its subsidiaries. Restricted cash comprised $ 8.0 and $ 8.7 million at March 31, 2022 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 $ 0.7 million and $ 0.3 million respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Short-term Investments and Long Term Investments Short-term investments comprise investments in money-market funds which are valued daily and have minimal notice periods for withdrawals. The money market funds are invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company records the value of its investments in the funds based on the quoted value of the funds at the balance sheet date (Note 4) . Unrealized gains or losses are recorded in accumulated other comprehensive loss and are transferred to the statement of comprehensive loss when they are realized. As of March 31, 2022, the Company's only short-term and long term investments include funds held in the CSAM investments. See Note 4 for additional discussion of these funds. Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Movements in the allowance for doubtful accounts are recorded as general and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. In determining these percentages, the Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms. The allowance for doubtful accounts at March 31, 2022 and 2021 was $ 65 and $ 48 , respectively. Concentration of Credit Risks and Other Uncertainties The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Derivative instruments, consisting of foreign exchange contracts and short-term investments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the foreign exchange contracts consist of large financial institutions of high credit standing. The short-term investments are invested in funds which is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. 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 oblig ations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because "certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation." CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $ 89.0 million. B ased 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. 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 Credit Suisse Supply Chain Finance Investment Grade Fund and the Credit Suisse (Lux) Supply Chain Finance Fund. Notably, Credit Suisse indicated that investors in the funds should assume losses will be incurred. Additionally on April 4, 2022, Credit Suisse indicated in its Annual General Meeting that they expected that litigation will be necessary to reinforce claims against individual debtors and insurance companies and recovery is not expected to occur over the next 12 months for one of our funds. Therefore, we determined that one of our two funds should be classified as long-term as of March 31, 2022. As of March 31, 2021, we evaluated the investments in the CSAM managed funds for impairment and determined that our investment in one of the funds was impaired. The Company recognized an impairment expense of $ 2.3 million of impairment expense during March 2021 related to this fund. Based on information shared by Credit Suisse in April 4, 2022, we determined that a further impairment of $ 1.0 million was required related to litigation costs incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operations held all of the Company’s cash and cash equivalents as of March 31, 2022 and March 31, 2021. The Company’s accounts receivable are derived from net revenue to customers and distributors located in the United States and other countries. The Company performs credit evaluations of its customers’ financial condition. The Company provides reserves for potential credit losses but has not experienced significant losses to date. There was one customer whose accounts receivable balance represented 10% or more of total accounts receivable, net, as of March 31, 2022 and March 31, 2021. This customer represented 71 % and 74 % of the accounts receivable balances, as of March 31, 2022 and March 31, 2021, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one direct customer that accounted for 10% or more of total product sales for the fiscal years ended March 31, 2022 and 2021. This customer represented 62 % and 60 % of total product sales for the fiscal years March 31, 2022 and 2021, respectively. Inventory Inventory is stated at the lower of standard cost or market, net of reserves. Cost is determined at standard cost, approximating average cost. Allocation of fixed production overheads to conversion costs is based on normal capacity of production. Abnormal amounts of idle facility expense, freight, handling costs and spoilage are expensed as incurred and not included in overhead. Variances between standard cost and actual cost, arising in the production process, are analyzed to determine whether they reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory. Inventory reserves are recorded based upon historic usage, forecasted future selling prices, expected future demand, and shelf life of the products held in inventory. For raw materials and work in progress inventory, we also calculate inventory reserves based on projected future manufacturing costs of finished goods. No stock-based compensation cost was included in inventory as of March 31, 2022 and 2021. Property and Equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets as follows: Land—not depreciated. Plant, machinery and equipment— 4 to 25 years . Leasehold improvements—the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the fiscal years ended March 31, 2022 and 2021, no impairment losses have been recorded. Intangible Assets Intangible assets related to product licenses are recorded at cost, less accumulated amortization. Intangible assets related to technology and other intangible assets acquired in acquisitions are recorded at fair value at the date of acquisition, less accumulated amortization. Intangible assets are amortized over their estimated useful lives, on a straight-line basis as follows: Customer relationships— 5 years Brands associated with acquired cell lines— 40 years Product licenses— 10 years Other intang ibles— 7 years The Company reviews its intangible assets for impairment and conducts the impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. If the carrying value exceeds the Company’s estimate of future undiscounted cash flows, an impairment value is calculated as the excess of the carrying value of the asset over the Company’s estimate of its fair market value. Events or circumstances which could trigger an impairment review include a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition, significant changes in the Company’s use of acquired assets, the Company’s overall business strategy, or significant negative industry or economic trends. No impairment losses have been recorded in any of the years ended March 31, 2022 or 2021. Revenue Recognition Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers. Product revenue is recognized at a point in time upon transfer of control of a product to a customer, which is generally at the time of delivery at an amount based on the transaction price. Customers have no right of return except in the case of damaged or ineffective goods and the Company has not experienced any significant returns of its products. Shipping and handling costs are expensed as incurred and included in cost of product sales. Revenue is also earned from the provision of development services to a small number of original equipment manufacturer ("OEM") customers. These development service contracts are reviewed individually to determine the nature of the performance obligations and the associated transaction prices. In recent years, product development revenues have been commensurate with achieving milestones specified in the respective development agreements relating to those products. These milestones may include the approval of new products by the European or U.S. regulatory authorities, which are not within the Company’s control. While there can be no assurance that this will continue to be the case, the milestones have been such that they effectively represent completion of the Company’s performance obligations under a particular part of a development program. Should the Company fail to achieve these milestones the Company would not be entitled under the terms of the development agreements to any compensation for the work undertaken to date. As a result, the milestone-related revenues have been recognized as the contractual milestones are achieved. In January 2015, the Company’s subsidiaries, Quotient Suisse and QBD (QS-IP) Limited, entered into a supply and distribution agreement with Ortho-Clinical Diagnostics, Inc. ("Ortho") related to the commercialization and distribution of certain MosaiQ products (the "Prior Ortho Agreement"), which the Company terminated effective as of December 27, 2019. Under the terms of the Prior Ortho Agreement, the Company was entitled to receive milestone payments, totaling in aggregate $ 59.0 million, upon CE-mark and FDA approval, as well as upon the first commercial sale of the relevant MosaiQ products by Ortho within the European Union, United States and within any country outside of these two regions. In November 2019, Ortho initiated an arbitration proceeding as result of the Company's termination of the Prior Ortho Agreement. See Note 6, "Commitments and Contingencies—Ortho Arbitration and Settlement," for details. On September 4, 2020, the Company and Ortho entered into a binding letter agreement (the "Letter Agreement") pursuant to which the Company and Ortho agreed: to confirm the termination of the Prior Ortho Agreement and various related contracts; to end the parties’ disputes regarding the Prior Ortho Agreement by executing mutual releases and terminating their pending arbitration proceeding related to the Prior Ortho Agreement (see Note 6); and to negotiate in good faith, and use their respective reasonable best efforts to execute, a new distribution agreement (the "New Distribution Agreement") based on the terms set forth in the Letter Agreement, but if for any reason no such definitive agreement is reached, the Letter Agreement will govern the parties’ respective rights and obligations as a binding contract. Pursuant to the Letter Agreement, Ortho made an initial, non-refundable milestone payment of $ 7.5 million to the Company on the date of the Letter Agreement. In the Letter Agreement, the Company and Ortho have agreed that Ortho has the right to distribute, market and sell a dedicated MosaiQ microarray optimized for the patient transfusion diagnostics market (the "MosaiQ IH3 Microarray") in the European Territory (defined as the European Economic Area plus the United Kingdom and Switzerland) and in the United States, solely for use in testing the immuno-hematological profile of the blood of medical patients in the course of their care or treatment. Ortho’s rights in the two territories each are for one ten-year term commencing on the receipt of specified regulatory approvals in the respective territory. The Company retains the right to distribute, market and sell the immunohematology Microarrays for use in blood donor testing worldwide and in the patient testing market outside of the European Territory and the United States. Ortho’s rights in respect of the MosaiQ IH3 Microarray are exclusive provided it satisfies annual minimum purchase volume requirements in each territory. Ortho also has the non-exclusive right to sell and distribute MosaiQ instruments in the United States and the European Territory for use in testing the immuno-hematological profile of blood of medical patients in the course of their care or treatment. Ortho is required to purchase the MosaiQ IH3 Microarrays, and the instruments, controls and reagents required for their use, only from the Company at specified prices. In addition to the initial $ 7.5 million milestone payment, Ortho is required to make up to another $ 60 million of additional milestone payments upon achievement of certain regulatory milestones and commercial sales benchmarks, including up to $ 25 million upon the achievement by Ortho of certain cumulative gross revenue hurdles. The Company concluded that the initial $ 7.5 million milestone represents a payment in respect of development work undertaken to date in respect of the MosaiQ IH3 Microarray and accordingly has recognized the revenue in the year ended March 31, 2021. The Company has also concluded that each of the remaining milestones under the Letter Agreement require significant levels of development work to be undertaken and there is no certainty at the start of the projects that the development work will be successful, these milestones are substantive and, accordingly, the revenue will be recognized when the milestones are achieved. In the year ended March 31, 2022, revenue recognized from performance obligations related to prior periods was not material. At March 31, 2022 revenues expected to be recognized in future periods related to remaining performance obligations under the Ortho Letter Agreement were as described above. There were no other material revenues to be recognized in future periods related to rema ining performance obligations at March 31, 2022. Research and Development Research and development expenses consist of costs incurred for company-sponsored and collaborative research and development activities. These costs include direct and research-related overhead expenses. Other than materials assessed as having alternative future uses and which are recognized as prepaid expenses, the Company expenses research and development costs, including products manufactured for research and development purposes and the expenses for research under collaborative agreements, as such costs are incurred. Where government grants are available for the sponsorship of such research, the grant receipt is included as a credit against the related expense. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Comprehensive Loss. In determining fair value of the stock-based compensation payments, the Company uses the Black–Scholes model and a single option award approach for share options, which requires the input of subjective assumptions. These assumptions include: the fair value of the underlying share, estimating the length of time employees will retain their awards before exercising them (expected term), the estimated volatility of the Company’s ordinary share price over the expected term (expected volatility), risk-free interest rate (interest rate), expected dividends and the number of shares subject to awards that will ultimately not complete their vesting requirements (forfeitures). Where modifications are made to vesting conditions, the Company considers the nature of the change and accounts for the change in accordance with ASC 718 Compensation – Stock Compensation . The Company determined that during the year ended March 31, 2021 certain modifications were type I in nature and certain modifications were type III in nature. In respect of the type I modifications the incremental fair value over the original grant-date fair value was measured at the modification date and was expensed over the remaining vesting period of the awards concerned. In respect of the type III modifications, the original compensation expense related to these awards was reversed and the value of the awards was re-measured at the date of the change and was expensed over the vesting period of the awards concerned. Share Warrants The Company accounts for warrants to purchase ordinary shares outstanding that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are initially measured at fair value with changes in fair value recorded in profit or loss in each reporting period. Warrants that meet all of the criteria for equity classification are recorded in additional paid-in capital as part of shareholders’ (deficit) equity and are not remeasured to fair value in subsequent reporting periods. As of March 31, 2022, the Company had one class of warrants to purchase ordinary shares outstanding which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment and subsequent increase of the Company’s then existing secured term loan facility which are classified as equity, and one class of warrants to purchase ordinary shares issued in October 2021 in connection with the modification of its Secured Notes which are classified as a warrant liability. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time, in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits for use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. The Company also reviews the terms of the lease in accordance with Accounting Standard Update, or ASU, 2016-02 in order to determine whether the lease concerned is a finance or an operating lease. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For finance leases, an asset is included within property and equipment and a lease liability equal to the present value of the minimum lease payments is included in current or long-term liabilities. Interest expense is recorded over the life of the lease at a constant rate. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The operating lease right-of-use assets also include any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate is determined at lease commencement, or as of April 1, 2019 for operating leases existing upon adoption of ASU 2016-02. The incremental borrowing rate is subsequently reassessed upon modification to the lease arrangement. Operating lease expense is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASU 2016-02, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Although separation of lease and non-lease components is required, certain practical expedients are available. In particular, entities may elect a practical expedient to not separate lease and non-lease components and instead account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating lease right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. The finance lease assets and operating lease right-of-use assets are assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. Derivative Financial Instruments The Company minimizes its risks from foreign currency exchange rate fluctuations through its normal operating and financing activities and, when deemed appropriate through the use of derivative financial instruments. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and prudent. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, interest rates, and other market factors. All derivatives are recorded on the balance sheet as assets or liabilities and measured at fair value. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in Accumulated other comprehensive loss and subsequently recognized in earnings when the hedged items impact earnings. Convertible Notes 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 instr |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2. Intangible Assets March 31, 2022 Gross Accumulated Net Carrying Brands associated with acquired cell lines 533 ( 194 ) 339 Product licenses 901 ( 720 ) 180 Total $ 1,434 $ ( 914 ) $ 520 March 31, 2021 Gross Accumulated Net Carrying Customer relationships $ 2,711 $ ( 2,711 ) $ — Brands associated with acquired cell lines 559 ( 190 ) 369 Product licenses 944 ( 694 ) 250 Other intangibles 176 ( 176 ) — Total $ 4,390 $ ( 3,771 ) $ 619 Amortization expense was $ 70 and $ 73 in financial years 2022 and 2021, respectively. During the year ended March 31, 2022, the Company retired $ 2.9 million of intangible assets that had been fully amortized. Total future amortization expense for intangible assets that have definite lives, based up on the Company's existing intangible assets and their current estimated useful lives as of March 31, 2022, is estimated as follows: 2023 $ 70 2024 70 2025 70 2026 26 2027 13 Thereafter 271 Total $ 520 |
Debt
Debt | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 3. Debt Total debt comprises: March 31, March 31, Secured Notes $ 132,917 $ 145,000 Debt discount, net of amortization ( 13,854 ) ( 11,127 ) Deferred debt costs, net of amortization ( 2,678 ) ( 4,261 ) Carrying value Secured Notes 116,385 129,612 Royalty liability 40,076 39,614 Convertible Notes 105,000 — Debt discount, net of amortization ( 24,968 ) — Deferred debt costs, net of amortization ( 3,180 ) — Carrying value Convertible Notes 76,852 — Total Debt $ 233,313 $ 169,226 The Company’s debt at March 31, 2022 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. As of March 31, 2021, the Company’s long term debt, included $ 24,167 of principal payments due within 1 year which is 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 were due on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. On October 13, 2021, the Company received consents from all of the holders (the "Consenting Holders") of its Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to certain amendments to the indenture governing the Secured Notes (the "Indenture Amendments") pursuant to the fourth supplemental indenture, dated as of October 13, 2021 (the "Fourth Supplemental Indenture"). The Indenture Amendments include an 18-month extension of the final maturity of the Secured Notes to October 15, 2025 and a revision of the Notes’ principal amortization schedule (which previously required semi-annual payments of principal beginning April 2021) to commence April 2023. The revised amortization schedule will defer approximately $ 60 million of principal payments previously required to be made between April 2021 and April 2023. The Indenture Amendments also change the redemption prices for Notes redeemed pursuant to the optional redemption provisions of the Indenture. The Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106 % of par and declining over time to 100.0 % for redemptions occurring from and after April 14, 2024. The interest rate on the Secured Notes and the financial and other covenants in the Indenture remain unchanged. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company agreed among other things to issue them (i) an aggregate of 932,772 of the Company’s ordinary shares, nil par value per share (the "Consent Shares") and (ii) 5-year warrants to purchase an aggregate of 1,844,020 of the Company’s ordinary shares for $ 4 per share (the "Consent Warrants"). The Company filed a registration statement with the SEC covering resales of the Consent Shares and the shares issuable on exercise of the Consent Warrants. The fair value of Consent Shares not yet issued are included in accrued expenses and other current liabilities and the fair value of Consent Warrants is included in derivative liabilities within our condensed consolidated balance sheet. Changes in fair value are recognized within other, net in the accompanying consolidated financial statements. 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 March 31, 2022, accrued interest of $ 1.9 million 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, no ne of the issuance costs were attributable to the derivative component. The debt issuance costs and the debt discount are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest rate method. We determined the expected life of the debt is equal to the five-year term of the Senior Convertible Notes. The effective interest rate on the Convertible Notes is 12.9 %. For year ended March 31, 2022, the total interest expense was $ 8.5 million with coupon interest of $ 4.2 million and the amortization of debt discount and issuance costs of $ 4.3 million. The principal repayment schedule for the Convertible Notes and Senior Secured notes is as follows Due within one year $ — Due between one and two years 30,200 Due between two and three years 48,400 Due between three and four years 54,317 Due between four and five years 105,000 After 5 years — $ 237,917 Royalty liability In connection with the 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 $ 76.8 million at March 31, 2022, and $ 106.5 million at March 31, 2021. The decrease in value of the future cash outflows under the royalty rights agreement as of March 31, 2022 is driven by a shift of expected revenues towards markets outside of Europe and the USA. The royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the debt and royalty rights was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements and the principle on the Secured Notes is accounted for as debt discount and amortized through non-cash interest expense over the life of the Secured Notes. Estimating the future cash outflows under the royalty rights agreements requires the Company to make certain estimates and assumptions about future sales of MosaiQ products. These estimates of the magnitude and timing of MosaiQ sales are subject to significant variability due to the current status of development of MosaiQ products, and thus are subject to significant uncertainty. Therefore, the estimates are likely to change as the Company gains experience of marketing MosaiQ, which may result in future adjustments to the accretion of the interest expense and amortized cost based carrying value of the royalty liability. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Assets and liabilities measured and recorded at fair value on a 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: March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Convertible loan derivatives (4) — 11,858 — 11,858 Debt related Consent Warrants (5) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 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 March 31, 2021, relate to investments made in a Treasury Money Market Fund. See Note 1, "Summary of Significant Accounting Policies – Short-term Investments". Quotient sold these investments during the year-ended March 31, 2022. (3) The fair value of foreign currency forward contracts was 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. The Company does not hold any of these contracts as of March 31, 2022. (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. (5) The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. On March 12, 2021, the Company announced that two funds managed by CSAM in which the Company had invested an aggregate of approximately $ 110.35 million had suspended redemptions. The investments into these funds were made in accordance with the Company’s investment policy of making individual investments with a minimum of an A rating from a leading credit-rating agency. Each fund holds short-term credit obligations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because "certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation." CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $ 89.0 million. Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to defau lt. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the Credit Suisse Supply Chain Finance Investment Grade Fund and the Credit Suisse (Lux) Supply Chain Finance Fund. Notably, Credit Suisse indicated that investors in the funds should assume losses will be incurred. Additionally on April 4, 2022, Credit Suisse indicated in its Annual General Meeting that they expected that litigation will be necessary to reinforce claims against individual debtors and insurance companies and recovery is not expected to occur over the next 12 months for one of our funds. Therefore, we determined that one of our two funds should be classified as long-term as of March 31, 2022. 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. Based on information shared by Credit Suisse in April 4, 2022, we determined that a further impairment of $ 1.0 million was required related to litigation costs incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. Impairments associated with CSAM were included in Other, net within our consolidated statements of comprehensive loss. The carrying value of the investments at March 31, 2022 was $ 18.1 million of which $ 2.6 million has been classified within short-term investments and $ 15.5 million has been classified as long-term investments. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds, including recovery costs, should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The total unrealized gains on the short-term investments were $ 270 and $ 734 in financial years 2022 and 2021 respectively. The amount of these unrealized gains reclassified to earnings were $ 186 and $ 1,632 in the financial years 2022 and 2021, respectively. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 12 Months Ended |
Mar. 31, 2022 | |
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 periods presented: March 31, March 31, Raw materials $ 10,228 $ 9,189 Work in progress 7,154 9,105 Finished goods 4,654 3,717 Total inventories $ 22,036 $ 22,011 Inventory at March 31, 2022 included $ 6,761 of raw materials, $ 4,252 of work in progress and $ 2,758 of finished goods related to the MosaiQ project. Inventory at March 31, 2021 included $ 6,829 of raw materials, $ 4,321 of work in progress, and $ 1,465 of finished goods related to the MosaiQ project. During the year ended March 31, 2022 the Company recorded inventory write-downs of $ 2.7 million in respect of certain raw materials, work-in-progress, and finished goods related to the MosaiQ project following evaluation of the Company's current estimated manufacturing costs and the initial market price. Included in the $2.7 million is $ 308 of projected losses on firm purchase commitments recorded in other accrued expenses. During the year ended March 31, 2021 the Company recorded inventory provisions of $ 2.0 million in respect of certain raw materials and work-in-progress items related to the MosaiQ project following evaluation of further development data and corresponding changes in manufacturing processes. Property and equipment The following table summarizes property and equipment by categories for the periods presented: March 31, March 31, Plant and equipment $ 65,094 $ 62,940 Leasehold improvements 32,844 33,369 Total property and equipment 97,938 96,309 Less: accumulated depreciation ( 64,696 ) ( 57,238 ) Total property and equipment, net $ 33,242 $ 39,071 Depreciation expenses were $ 7.2 million, $ 8.8 million in financial years 2022 and 2021 respectively. At March 1, 2022, the Company reassessed the useful economic lives of equipment used in the production line at its facility in Eysins, Switzerland. Based on lower utilization rates than initially estimated, the remaining useful lives of the equipment was increased from 10 years to 15 years. The impact of these changes in remaining useful lives was to reduce the depreciation expenses for the year ended March 31, 2022 by $ 110 . Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: March 31, March 31, Accrued legal and professional fees $ 1,254 $ 1,005 Accrued interest 9,235 8,009 Goods received not invoiced 1,304 1,722 Accrued capital expenditure 193 1,201 Other accrued expenses 3,743 2,072 Total accrued expenses and other current liabilities $ 15,729 $ 14,009 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Hedging arrangements The Company’s subsidiary in the United Kingdom ("UK") previously entered into foreign currency forward contracts 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 were designated as cash flow hedges and were 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. The fair values of these contracts in place at March 31, 2022, were $ 0 and at March 31, 2021 amounted to assets of $ 355 . Ortho Arbitration and Settlement The Company’s subsidiaries, Quotient Suisse and QBD (QS-IP) Limited were party to the Prior Ortho Agreement with Ortho related to the commercialization and distribution o f certain MosaiQ products. See Note 1, "Summary of Significant Accounting Policies—Revenue Recognition," for information regarding the Prior Ortho Agreement. The Company and an affiliate of Ortho also entered into a subscription agreement pursuant to which the affiliate subscribed for newly issued ordinary shares of the Company and newly issued 7 % cumulative redeemable preference shares, of no par value, of the Company for an aggregate subscription price of approximately $ 25 million. On November 27, 2019, the Company delivered a notice to Ortho that it had terminated the Prior Ortho Agreement, effective as of December 27, 2019. The Company did not realize any revenue under the Prior Ortho Agreement prior to its termination. On or about November 17, 2019, Ortho initiated an arbitration proceeding in which it sought a declaration that the Company did not have the right to terminate the Prior Ortho Agreement, specific performance of certain provisions of the Prior Ortho Agreement, and damages including in respect of the difference in amounts Ortho invested in the Company’s shares and their market value. The Company pursued counterclaims against Ortho, including that it had the right to terminate the Prior Ortho Agreement and damages that included the milestone payments due under the Prior Ortho Agreement (see Note 1, "Summary of Significant Accounting Policies—Revenue Recognition," for details). In addition, on December 20, 2019, the Company entered into an agreement with Ortho pursuant to which it agreed, while the arbitration was pending, not to grant commercialization rights in respect of products that overlapped with Ortho’s rights under the Prior Ortho Agreement without prior written notice to Ortho. On September 4, 2020, the Company and Ortho entered into the Letter Agreement, pursuant to which the Company and Ortho agreed to confirm the termination of the Prior Ortho Agreement and various related contracts and to end the parties’ disputes regarding the Prior Ortho Agreement by executing mutual releases and terminating their pending arbitration proceeding related to the Prior Ortho Agreement. The Company and Ortho also agreed to negotiate in good faith, and use their respective reasonable best efforts to execute, the New Distribution Agreement based on the terms set forth in the Letter Agreement, but if for any reason no such definitive agreement is reached, the Letter Agreement will govern the parties’ respective rights and obligations as a binding contract. See Note 1, "Summary of Significant Accounting Policies—Revenue Recognition," for further details regarding the commercial terms included in the Letter Agreement. Royalty Agreements The Company is also party to certain royalty arrangements related to net sales of MosaiQ products. These include a low single digit royalty to TTP plc based on our net sales of certain MosaiQ products for 20 years from first commercialization, or for so long as the licensed intellectual property is protected by patent in the country of sale, and a low single digit royalty to Catalloid Products, Inc. on net sales of MosaiQ Microarrays that would be covered by that royalty agreement, for a period of 10 years post launch of that Microarray. |
Geographic Information
Geographic Information | 12 Months Ended |
Mar. 31, 2022 | |
Geographic Areas Revenues And Long Lived Assets [Abstract] | |
Geographic Information | Note 7. Geographic Information The Company operates in one business segment. Revenues are attributed to countries based on the location of the Company’s channel partners as well as direct customers. The following table represents revenue attributed to countries based on the location of the customer: Year ended March 31, 2022 2021 Revenue: United States $ 21,078 $ 28,135 France 9,558 7,406 Japan 4,644 4,506 Other foreign countries (1) 3,234 3,332 $ 38,514 $ 43,379 (1) No individual country represented more than 10% of the respective totals. The table below lists the Company’s property and equipment, net of accumulated depreciation, by country. With the exception of property and equipment, the Company does not identify or allocate its assets by geographic area: March 31, March 31, Long-lived assets: United Kingdom $ 14,055 $ 16,890 Switzerland 19,187 22,181 $ 33,242 $ 39,071 Othe r income (expense), net includes foreign exchange gains and losses arising on the settlement of transactions in currencies other than the functional currencies of the entity concerned and from retranslation of assets and liabilities denominated in foreign currencies at period end rates. In the year ended March 31, 2022, there was a loss of $ 6.9 million. In the year ended March 31, 2021, there was a gain of $ 5.0 million. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Ordinary and Preference Shares | Note 8. Ordinary and Preference Shares Ordinary shares The Company’s issued and outstanding ordinary shares consist of the following: Shares Issued March 31, March 31, Par value Ordinary shares 102,611,397 101,264,412 $ — Total 102,611,397 101,264,412 $ — Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation March 31, March 31, March 31, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 33.79 $ 32.21 Total 666,665 666,665 The 7 % Cumulative Redeemable Preference shares were issued to Ortho-Clinical Diagnostics Finco S.Á.R.L., an affiliate of Ortho on January 29, 2015 at a subscription price of $ 22.50 per share. These preference shares are redeemable at the request of the shareholder on the "Redemption Trigger Date" which is currently the date of the ninth anniversary of the date of issue of the preference shares, but the Company may further extend the redemption date in one year increments up to the tenth anniversary of the date of issue. Because the 7% Cumulative Redeemable Preference shares are redeemable at the option of the shareholders, they are shown as a liability in the Consolidated Balance Sheet. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [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 and in respect of deferred shares issued to employees. Share-based compensation expense amounted to $ 6,951 in the year ended March 31, 2022 and $ 4,984 in the year ended March 31, 2021. Option Plans The 2012 Option Plan (the "Option Plan") was designed in order to grant options on ordinary shares in the capital of the Company to certain of its directors and employees. The purpose of the Option Plan is to provide employees with an opportunity to participate directly in the growth of the value of the Company by receiving options for shares. Each option may be exercised for one ordinary share of the Company. The 2012 Option Plan was approved by the shareholders on February 16, 2012. The total number of shares in respect of which options may be granted under the 2012 Option Plan is limited at 839,509 . Options generally vest over a period of three years but certain employees have shorter vesting periods. The contractual life of all options is 10 years. Options were not exercisable before the Company became a public company and all outstanding options become exercisable in the event of an acquisition of 75% or more of the share capital of the Company by a third party. No further awards will be granted under the 2012 Option Plan. The 2014 Stock Incentive Plan was approved by the directors and shareholders immediately prior to the Company’s initial public offering in April 2014. The 2014 Plan was designed to provide flexibility to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the business depends, and to provide additional incentives to such persons to devote their effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in its success and increased value. Under the 2014 Plan, 1,500,000 ordinary shares were initially reserved for issuance. This number is subject to adjustment in the event of a recapitalization, share split, share consolidation, reclassification, share dividend or other change in the Company’s capital structure and automatically increases annually on April 1 of each year. A resolution passed at the Annual Shareholder meeting held on October 29, 2020 amended this annual automatic increase to 0.75 % of the number of ordinary shares issued and outstanding on the immediately preceding March 31, or such lesser number of shares as determined by the Board or the remuneration committee. The number of shares reserved for issuance under the plan was also increased by 750,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 28, 2016, by 550,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 31, 2018 and by a further 750,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 29, 2020. The plan provides for the issuance of share options, restricted shares, RSUs (including multi-year performance based restricted share units or "MRSUs") or share appreciation rights ("SARs"). The Company has only issued options, RSUs and MRSUs under the plan prior to March 31, 2022. To the extent that an award terminates, or expires for any reason, then any shares subject to the award may be used again for new grants. However, shares which are (i) not issued or delivered as a result of the net settlement of outstanding SARs or options; (ii) used to pay the exercise price related to outstanding options; (iii) used to pay withholding taxes related to outstanding options or SARs; or (iv) repurchased on the open market with the proceeds from an option exercise, will not be available for grant under the 2014 Plan. As of March 31, 2022, there were 1.4 million shares available for future grants under the 2014 Plan. Share option activity The following table summarizes share option activity: Number Weighted Weighted Life Outstanding — March 31, 2021 1,810,785 $ 7.69 68 Granted 1,907,605 3.22 120 Exercised ( 4,837 ) 1.44 — Forfeited ( 863,005 ) 7.13 — Outstanding — March 31, 2022 2,850,548 $ 4.88 90 Exercisable — March 31, 2022 1,128,881 $ 7.46 57 The following table summarizes the options granted in the year ended March 31, 2022 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Exercise Price Ordinary Per Share April 1, 2021 (1) 857,015 $ 3.68 $ 3.68 $ 2.41 June 10, 2021 133,386 4.37 4.37 2.85 August 1, 2021 118,734 3.41 3.41 2.21 August 3, 2021 4,556 3.38 3.38 2.20 September 1, 2021 36,813 3.07 3.07 2.01 October, 4, 2021 147,134 2.72 2.72 1.79 October 5, 2021 235,477 2.91 2.91 1.91 October 31, 2021 144,240 2.53 2.53 1.66 November 19, 2021 123,267 2.08 2.08 1.37 February 1, 2022 106,983 1.62 1.62 1.54 (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. During the quarter ended December 31, 2021, 138,227 of the stock options originally granted to Mr. Méndez were cancelled and cash settled in connection with an amendment to his employment agreement with the Company and shown as forfeited in the share option activity table. 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 options pricing model. The total fair value of option awards in the years ended March 31, 2022 and March 31, 2021 amounted to $ 6,150 and $ 889 , 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 volatility of the Company’s ordinary shares over a period equal to the expected terms of the options. Fair value of ordinary shares. 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 grant date yield of the 10 year U.S. Treasury bond Expected term. The expected term is determined after giving consideration to the contractual terms of the share-based awards, graded vesting schedules ranging from one to three years and expectations of future employee behavior as influenced by changes to the terms of its share-based awards. Expected dividend. According to the terms of the awards, the exercise price of the options is adjusted to take into account any dividends paid. As a result, dividends are not required as an input to the model, as these reductions in the share price are offset by a corresponding reduction in exercise price. A summary of the weighted-average assumptions applicable to the share options is as follows: Year-ended March 31, 2022 2021 Risk-free interest rate 1.61 % 0.77 % Expected lives (years) 6 6 Volatility 74.40 % 73.70 % Dividend yield — — Grant date fair value (per share) $ 3.22 $ 5.38 Number granted 1,907,605 258,026 RSU Activity A summary of the RSUs in issue at March 31, 2022 is as follows: Number Weighted Period in which the RSUs subject to time based vesting 2,267,648 13 N/A RSUs subject to milestone and performance based vesting 1,249,910 N/A N/A At March 31, 2022, 2,267,648 RSUs were subject to time based vesting and the weighted average remaining vesting period was 13 months. In addition, 24,549 RSUs were subject to vesting based on the achievement of various business milestones related mainly to the development, approval and marketing of MosaiQ. 1,225,361 RSUs were subject to vesting based on the achievement of financial objectives in the year 2024. During the year-ended March 31, 2022, 181,159 of the outstanding RSUs were cancelled and cash settled in connection with an amendment to the employment agreement between Mr. Méndez and the Company. The Company recognized $ 820 in stock compensation related to the cash settlement of Mr. Méndez's RSU and stock options described above. The fair value of the Company’s ordinary shares was $ 1.20 per share on March 31, 2022. As of March 31, 2022, total compensation cost related to share options and RSUs granted but not yet recognized was $ 10.0 million net of estimated forfeitures. This cost will be amortized to expense over a weighted average remaining period of 25 months and will be adjusted for subsequent changes in estimated forfeitures. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the years reported. The deferred income tax (provision) or benefit reflects the net change in deferred income tax assets and liabilities during the year. The components of the provision for income taxes for the years ended March 31 are as follows: Year ended March 31, 2022 2021 Income tax (provision) benefit: Current - Federal 100 ( 126 ) Deferred - Federal ( 1,061 ) ( 1,128 ) ( 961 ) ( 1,254 ) The statutory standard corporate income tax rate of the Company in Jersey is 0 %. In connection with the sale and leaseback transaction of the Company’s conventional reagents manufacturing facility, near Edinburgh, Scotland (the "Alan Robb Campus ("ARC") facility") that was completed in March 2018, the Company has agreed to transfer tax allowances related to certain other property, plant and equipment to the purchaser of the facility. An election to effect the transfer of these allowances to the purchaser has been made, but due to uncertainty regarding whether the election will be effective, the tax effect of the transfer of the allowances had not previously been recorded in the financial statements. The Company determined that during the year ended March 31, 2021 it is more likely than not that this election will be effective and accordingly a net deferred tax expense of $ 1,200 and an equivalent deferred tax liability have been recorded, including associated adjustments to valuation allowances. A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Year ended March 31, 2022 2021 Income tax expense at statutory rate $ — $ — Impact of tax uncertainties $ — ( 1,200 ) Tax rate change $ ( 335 ) — Foreign tax rate differential 5,214 2,362 (Increase) decrease in valuation allowance against deferred ( 5,840 ) ( 2,416 ) Provision for income tax $ ( 961 ) $ ( 1,254 ) Significant components of deferred tax assets are as follows: March 31, March 31, Provisions and reserves $ 716 $ 1,022 Operating lease liability 4,640 4,100 Research and development 20 672 Net operating loss carry forwards 28,421 22,628 Gross deferred tax assets $ 33,797 $ 28,422 Fixed asset basis difference $ ( 2,252 ) $ ( 2,289 ) Operating lease right-of-use assets $ ( 4,640 ) $ ( 4,100 ) Gross deferred tax liabilities $ ( 6,892 ) $ ( 6,389 ) Net deferred tax asset $ 26,905 $ 22,033 Valuation allowance ( 28,770 ) ( 22,930 ) Net deferred taxes $ ( 1,865 ) $ ( 897 ) The balance sheet classification of net deferred tax assets is as follows: March 31, March 31, Net noncurrent deferred tax assets $ 123 $ 255 Net noncurrent deferred tax liabilities $ ( 1,988 ) $ ( 1,152 ) Total $ ( 1,865 ) $ ( 897 ) The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for which it does not believe it is more-likely-than-not to realize those deferred tax assets based upon all available positive and negative evidence, including historical operating performance, carryback periods, reversal of taxable temporary differences, tax planning strategies, and earnings expectations. As of March 31, 2022, the Company has net operating loss carry forwards of approximately $ 363 million which will be available to offset future taxable income. If not used, losses with a tax effect of approximately $ 28.4 million will expire between 2023 and 2029 and the remaining losses of approximately $ 0.2 would expire over the next 20 years . During the fiscal year the United Kingdom government substantively enacted an increase to the rate of corporate income tax to 25 %, effective from April 1, 2023. The change in income tax resulted in increase in deferred tax expense of $ 335 in the fiscal year ended March 31, 2022. The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes): Year ended March 31, 2022 March 31, 2021 Balance at beginning of period $ 1,216 $ 1,216 Increases related to current year tax positions — — Increases related to prior years tax positions — — Balance at end of period $ 1,216 $ 1,216 As of March 31, 2022 and 2021, the Company has an unrecognized benefit of $ 1,216 and $ 1,216 , respectively, that if recognized would be recorded as a component of tax expense. The Company’s unrecognized tax benefits include exposures related to positions taken on all jurisdictions’ income tax returns. The Company has interest expense carryforward from March 31, 2017 that potentially would be disqualified as interest expense in the amount of $ 613 . Additionally, the Company has reassessed its transfer pricing policies in certain jurisdictions from 2015 to 2017, the impact of which is $ 603 . In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities and the Company has accrued a liability when it believes it is more likely than not that the tax position claimed on tax returns will not be sustained by the taxing authorities on the technical merits of the position. Changes in the recognition of the liability are reflected in the period in which the change in judgment occurs. The Company files separate company income tax returns in its domestic and foreign jurisdictions. All necessary income tax filings in all jurisdictions have been completed for all years up to and including March 31, 2021 and there are no ongoing tax examinations in any jurisdiction. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. During the fiscal years ended March 31, 2022 and March 31, 2021, the Company had no amounts accrued for interest and penalties. The Company does not currently anticipate that the total amount of unrecognized tax benefits will result in material changes to its financial position within the next 12 months. No tax charge arose on any element of other comprehensive loss. |
Pension Plans
Pension Plans | 12 Months Ended |
Mar. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Pension Plans | Note 11. Pension Plans The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents the contribution payable by the Company to the fund during the year. Defined contribution pension costs during the years ended March 31, 2022 and March 31, 2021 amounted to $ 833 and $ 581 respectively. In addition, the Company’s Swiss subsidiary is affiliated to the collective foundation of AXA LPP Foundation Suisse Romande. Funding is granted by means of defined saving contributions on individual retirement assets implementing a guaranteed interest and a fixed conversion rate for old age pensions of the retirement asset. In Switzerland, pension plans are financed by contributions of both, employees and employer. Contributions are defined by the plan regulations and cannot be decreased without amending the plan regulations. The risks of disability and death before retirement are covered by AXA insurance. The assets are pooled for all affiliated companies; the investment of assets is done by the governing bodies of the collective foundation or by mandated parties. The pension arrangements are based on a contract of affiliation between the Company’s Swiss subsidiary and the AXA pension foundation, which can be terminated by either party. In the event of a termination, the Company’s Swiss subsidiary would have an obligation to find alternative pension arrangements for its employees. Because there is no guarantee that the Swiss employee pension arrangements would be continued under the same conditions, there is a risk, albeit remote, that a pension obligation may fall on the Company’s Swiss subsidiary. These circumstances require that the Swiss employee pension arrangements be treated as a defined benefit plan under ASC 715 Compensation – Retirement Benefits . Accordingly, an actuarial valuation of the pension obligation has been performed. At March 31, 2022 and 2021, the accumulated pension obligation amounted to $ 29,555 and $ 22,648 , respectively, as compared with plan assets of $ 24,778 and $ 15,751 , respectively. Therefore, the net funded status was an obligation of $ 4,777 and $ 6,897 , as of March 31, 2022 and March 31, 2021 respectively, which were recorded as liabilities on the consolidated balance sheets. The following provides a reconciliation of the benefit obligations, the plan assets and the funded status. Year ended March 31, March 31, Pension benefit obligation, beginning of year $ 22,648 $ 18,789 Service cost 2,498 2,272 Contributions paid by plan participants 11,124 2,704 Interest cost 96 126 Benefits paid ( 4,822 ) ( 2,207 ) Prior service cost — — Actuarial loss / (gain) ( 2,443 ) 648 Foreign currency translation 454 316 Pension benefit obligation, end of year $ 29,555 $ 22,648 The actuarial gain on the projected benefit obligation as at March 31, 2022 resulted from changes in the assumptions compared to those adopted at March 31, 2021. The actuarial gain was primarily due to an increase in the discount rate assumptions in the year. The gain was partially offset by service costs and liability experience attributed to the membership movements during the financial year. Year ended March 31, March 31, Fair value of plan assets, beginning of year $ 15,751 $ 12,436 Actual return on plan assets 805 1,293 Contributions paid by employer 1,624 1,333 Contributions paid by plan participants 11,124 2,704 Benefits paid ( 4,822 ) ( 2,207 ) Foreign currency translation 296 192 Fair value of plan assets, end of year $ 24,778 $ 15,751 Contributions paid by plan participants include $ 10,056 , and $ 1,768 of payments into the scheme from new employees joining in the years ended March 31, 2022 and March 31, 2021, respectively. Year ended March 31, March 31, Pension benefit obligation, end of year $ 29,555 $ 22,648 Fair value of plan assets, end of year 24,778 15,751 Net funding obligation, end of year $ 4,777 $ 6,897 The assumptions used to determine the pension benefit obligation at the end of each financial year are: Year ended March 31, March 31, Price inflation 1.00 % 1.00 % Discount rate 1.30 % 0.35 % Interest rate on retirement savings capital 1.30 % 0.60 % Expected return on plan assets 1.75 % 1.75 % Average rate of salary increase 1.00 % 1.00 % Each employee participating in the plan has an individual portfolio that is managed by AXA under a collective arrangement. Plan assets comprise the surrender value of the portfolio of active insured scheme participants. The expected return on plan assets was determined after consideration of current and historical levels of return and discussions with AXA. The discount rate is based on bond yields at March 31, 2022 and March 31, 2021 of high quality corporate bonds taking into account the duration of the liabilities. The net pension costs for the year are based on the assumptions adopted at the start of each financial year and comprise: Year ended March 31, March 31, Employer service cost $ 2,498 $ 2,272 Interest cost 96 126 Expected return on plan assets ( 352 ) ( 243 ) Amortization of prior service credit 58 58 Amortization of net loss — — Net pension cost $ 2,300 $ 2,213 The provision for pension benefit obligation recognized in other comprehensive income comprises: Year ended March 31, March 31, Net actuarial (gain) / loss $ ( 2,883 ) $ ( 389 ) Amortization of prior service credit ( 58 ) ( 58 ) Amortization of net loss — — $ ( 2,941 ) $ ( 447 ) The cumulative amounts recognized in other comprehensive income were $ 95 and $ 3,035 at March 31, 2022 and March 31, 2021 respectively. This represented a net gain of $ 452 a nd net loss of $ 2,431 at March 31, 2022 and March 31, 2021 respectively and a prior service cost of $ 547 at March 31, 2022 and $ 605 at March 31, 2021. The following benefit payments are expected to be paid in the following periods: 2023 $ 1,382 2024 $ 1,428 2025 $ 1,451 2026 $ 1,534 2027 $ 1,511 2028 to 2031 $ 12,500 Expected annual employer contributions to the plan in the year ending March 31, 2023 amount to $ 1,948 . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Mar. 31, 2022 | |
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", basic earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period, plus potential ordinary shares considered outstanding during the period, as long as the inclusion of such shares is not anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of share options (using the treasury shares method), the warrants to acquire ordinary shares, the ordinary shares issuable upon vesting of the RSUs, and the ordinary shares issuable on conversion of Convertible Notes. The following table sets forth the computation of basic loss per ordinary share. Diluted earnings per share figures are not applicable due to losses. Year ended March 31, 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 125,130 ) $ ( 111,032 ) Denominator: Weighted-average shares outstanding - basic and diluted 101,910,562 91,637,966 Loss per share - basic and diluted $ ( 1.23 ) $ ( 1.21 ) The following sets out the numbers of the options, RSUs and warrants to purchase ordinary shares excluded from the above computation of earnings per share for the years ended March 31, 2022 and March 31, 2021, as their inclusion would have been anti-dilutive. March 31, March 31, Ordinary shares issuable on conversion of Convertible Notes 5.67 per share 18,518,514 - Restricted share units awarded 3,517,558 902,409 Ordinary shares issuable on exercise of options to purchase ordinary 2,850,548 1,810,785 Ordinary shares issuable on exercise of warrants at $ 16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $ 9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of Consent Warrants at $ 4.00 per share 1,844,020 - Consent Shares not yet issued 64,330 - Total 26,970,495 2,888,719 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lease Commitments | Note 13. Lease Commitments The Company has operating lease commitments for real estate and certain equipment in the United States, the United Kingdom, the Republic of Ireland and Switzerland. There are no sublease agreements in place. The Company has finance lease commitments for equipment in the United Kingdom and Switzerland. The Company leases an 87,200 sq uare foot conventional reagents manufacturing facility, the ARC facility, with integrated offices and laboratories, in Edinburgh, Scotland. This lease commenced in March 2018 , following completion of a sale and leaseback transaction, and expires in September 2052 . Rent is recognized in the consolidated statement of comprehensive loss on a straight-line basis over the lease term. Additionally, the lease required the Company to provide a rent deposit of £ 3.6 million, which amounted to $ 4.7 million at March 31, 2022 and $ 5.0 million at March 31, 2021, and is included within other non-current assets in the consolidated balance sheets. In March 2015, the Company signed a five-year lease agreement for its MosaiQ manufacturing facility and corporate headquarters in Eysins, Switzerland. This lease was extended for a further five-year period to March 14, 2025 and allows for the option to extend this lease through March 14, 2030 . Our calculation of the right of use asset assumes the extension in March 14, 2025 is reasonably certain to be exercised. In March 2022, the Company signed an eight-year lease in Eysins, Switzerland next to our manufacturing facility for its corporate headquarters. The Company also leases office space for commercial and development activities under a one-year lease agreement in Newtown, PA. The operating lease commitments relating to equipment are not material. The finance lease commitments relate to specialized equipment required for manufacturing operations in both Edinburgh, Scotland and Eysins, Switzerland. Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheet are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain not to exercise. The Company does not have any existing lease agreements with variable lease components. In calculating the present value of future lease payments, the Company has elected to utilize its incremental borrowing rate based on the remaining lease term at the date of adoption. Incremental borrowing rates are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease pa yments in a similar economic environment. The Company has elected to account for each lease component and its associated non-lease component as a single lease component and has allocated all the contract consideration across the lease component only. As of March 31, 2022, an operating lease right-of-use asset of $ 29,411 and an operating lease liability of $ 32,288 (including a current portion of $ 3,535 ) were reflected on the consolidated balance sheet. As of March 31, 2021, an operating lease right-of-use asset of $ 22,011 and an operating lease liability of $ 24,354 (including a current portion of $ 3,446 ) were reflected on the consolidated balance sheet. As of March 31, 2022, the Company had entered into finance leases for the purchase of plant and equipment that had net book values of $ 908 . An associated finance lease liability of $ 925 (including a current portion of $ 537 ) was reflected on the consolidated balance sheet. As of March 31, 2021, the Company had entered into finance leases for the purchase of plant and equipment that had net book values of $ 1,384 . An associated finance lease liability of $ 1,280 (including a current portion of $ 835 ) was reflected on the consolidated balance sheet. The elements of lease expense were as follows: Year ended March 31, 2022 2021 Operating lease cost $ 4,705 $ 4,414 Finance lease cost Amortization of right-of-use asset 826 998 Interest on lease liabilities 147 129 Short-term lease cost 94 62 Total lease cost $ 5,772 $ 5,603 Other information related to leases was as follows: Year ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating leases - operating cash flows $ 4,311 $ 3,793 Finance leases - financing cash flows $ 713 $ 633 Finance leases - operating cash flows $ 147 $ 129 Non-cash leases activity Right-of-use assets obtained in exchange for new operating lease liabilities $ 9,969 $ 332 Right-of-use assets obtained in exchange for new finance lease liabilities $ 594 $ 130 Weighted average remaining lease terms (in years) Operating leases 25.8 29.5 Finance leases 3.5 1.6 Weighted average discount rate Operating leases 10.6 % 10.9 % Finance leases 6.4 % 9.1 % Future lease payments required under non-cancellable operating leases in effect as of March 31, 2022 were as follows: March 31, 2023 $ 3,932 2024 4,362 2025 4,409 2026 4,466 2027 4,524 Thereafter 73,702 Total lease payments $ 95,395 Less : imputed interest ( 63,107 ) Total operating lease liabilities $ 32,288 Future lease payments required under finance leases in effect as of March 31, 2022 were as follows: March 31, 2023 $ 618 2024 337 2025 59 2026 23 2027 — Thereafter 1,037 Total lease payments 1,037 Less : imputed interest ( 112 ) Total finance lease liabilities $ 925 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On June, 24, 2022, the Company announced the pricing of an underwritten public offering of 66,666,667 ordinary shares and ordinary share equivalents for aggregate gross proceeds of $ 20.0 million. The aggregate net proceeds to the Company from this offering are expected to be approximately $ 18.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 10,000,000 of its ordinary shares. Closing of the offering is subject to customary closing conditions. O n June 23, 2022, we and the beneficial owners of our $ 132.9 million aggregate principal amount of Secured Notes due 2025 agreed to amend the indenture governing the Secured Notes to: • change the amortization payment schedule of the Secured Notes from requiring semi-annual payments ranging from $ 12.1 million to $ 24.2 million beginning in April 2023, to requiring quarterly payments of $ 2.5 million beginning on July 15, 2024 and ending on July 15, 2025, with the remaining principal balance due on October 15, 2025, which will reduce expected amortization payments by $ 93.0 million over the next 36 months prior to the payment of the remaining principal balance at maturity; • change the interest payment dates from semi-annual payment dates on each April 15 and October 15 to quarterly payment dates on each January 15, April 15, July 15 and October 15; • eliminate the requirement that we maintain a cash reserve account for the benefit of holders of the Secured Notes, and add a covenant that we maintain a minimum liquidity of at least $ 8.0 million, comprised of cash and certain other eligible investments, as of the end of each fiscal quarter; and • provide that 40% of the net cash proceeds from a sale of all or a material portion of our Alba business, subject to certain exceptions, will be applied to repay Senior Secured Notes and the remaining 60% may be used by us to fund operating expenses, capital expenditures and other investments permitted by the indenture. We have also agreed that the holders of the Secured Notes will be entitled to appoint an observer to our board of directors. In addition, the debt incurrence covenant in the indenture governing our Convertible Notes will be amended to reduce our ability to incur indebtedness under certain baskets by the amount of any repayment of the Secured Notes as described above. In consideration of the consent by the holders of the Secured Notes to these amendments, we will issue to the holders warrants exercisable for 5 % of the aggregate number of our ordinary shares that are issued and outstanding immediately after the completion of the offering or offerings described in the first paragraph of this Note 15. The exercise price for the warrants will be the greater of (x) $ 0.75 per share or (y) a price equal to the 150% of the gross price per share at which ordinary shares are sold in the applicable offering or offerings. We have agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the ordinary shares issuable upon exercise of the warrants. We have also agreed to pay the reasonable out of pocket expenses of the holders of the Secured Notes in connection with the amendments. The effectiveness of these amendments is conditioned on the closing of the offering described in the first paragraph of this Note 15. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. All gains and losses realized from foreign currency transactions denominated in currencies other than the foreign subsidiary’s functional currency are included in foreign currency exchange gain (loss) as part of other income or expenses in the Consolidated Statements of Comprehensive Loss. Adjustments resulting from translating the financial statements of all foreign subsidiaries into U.S. dollars are reported as a separate component of accumulated other comprehensive loss and changes in shareholders’ equity (deficit). The assets and liabilities of the Company’s foreign subsidiaries are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at rates approximating the weighted average rates during the period. The translation effects of inter-company loans designated as long term net investments in subsidiaries are included in accumulated other comprehensive loss. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (''GAAP'') requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximized the use of observable inputs and minimized the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 4, ''Fair Value Measurements,'' for information and related disclosures regarding our fair value measurements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2022 and 2021, all cash and cash equivalents comprised cash balances and highly liquid investments having an original maturity of three months or less held with the banks used by the Company and its subsidiaries. Restricted cash comprised $ 8.0 and $ 8.7 million at March 31, 2022 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 $ 0.7 million and $ 0.3 million respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Short-term Investments | Short-term Investments and Long Term Investments Short-term investments comprise investments in money-market funds which are valued daily and have minimal notice periods for withdrawals. The money market funds are invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. The Company records the value of its investments in the funds based on the quoted value of the funds at the balance sheet date (Note 4) . Unrealized gains or losses are recorded in accumulated other comprehensive loss and are transferred to the statement of comprehensive loss when they are realized. As of March 31, 2022, the Company's only short-term and long term investments include funds held in the CSAM investments. See Note 4 for additional discussion of these funds. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Movements in the allowance for doubtful accounts are recorded as general and administrative expenses. The Company reviews its trade receivables to identify specific customers with known disputes or collectability issues. In addition, the Company maintains an allowance for all other receivables not included in the specific reserve by applying specific rates of projected uncollectible receivables to the various aging categories. In determining these percentages, the Company analyzes its historical collection experience, customer credit-worthiness, current economic trends and changes in customer payment terms. The allowance for doubtful accounts at March 31, 2022 and 2021 was $ 65 and $ 48 , respectively. |
Concentration of Credit Risks and Other Uncertainties | Concentration of Credit Risks and Other Uncertainties The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Derivative instruments, consisting of foreign exchange contracts and short-term investments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The counterparties to the foreign exchange contracts consist of large financial institutions of high credit standing. The short-term investments are invested in funds which is invested in a portfolio of holdings and the creditworthiness requirement for individual investment holdings is a minimum of an A rating from a leading credit-rating agency. 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 oblig ations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because "certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation." CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $ 89.0 million. B ased 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. 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 Credit Suisse Supply Chain Finance Investment Grade Fund and the Credit Suisse (Lux) Supply Chain Finance Fund. Notably, Credit Suisse indicated that investors in the funds should assume losses will be incurred. Additionally on April 4, 2022, Credit Suisse indicated in its Annual General Meeting that they expected that litigation will be necessary to reinforce claims against individual debtors and insurance companies and recovery is not expected to occur over the next 12 months for one of our funds. Therefore, we determined that one of our two funds should be classified as long-term as of March 31, 2022. As of March 31, 2021, we evaluated the investments in the CSAM managed funds for impairment and determined that our investment in one of the funds was impaired. The Company recognized an impairment expense of $ 2.3 million of impairment expense during March 2021 related to this fund. Based on information shared by Credit Suisse in April 4, 2022, we determined that a further impairment of $ 1.0 million was required related to litigation costs incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operations held all of the Company’s cash and cash equivalents as of March 31, 2022 and March 31, 2021. The Company’s accounts receivable are derived from net revenue to customers and distributors located in the United States and other countries. The Company performs credit evaluations of its customers’ financial condition. The Company provides reserves for potential credit losses but has not experienced significant losses to date. There was one customer whose accounts receivable balance represented 10% or more of total accounts receivable, net, as of March 31, 2022 and March 31, 2021. This customer represented 71 % and 74 % of the accounts receivable balances, as of March 31, 2022 and March 31, 2021, respectively. The Company currently sells products through its direct sales force and through third-party distributors. There was one direct customer that accounted for 10% or more of total product sales for the fiscal years ended March 31, 2022 and 2021. This customer represented 62 % and 60 % of total product sales for the fiscal years March 31, 2022 and 2021, respectively. |
Inventory | Inventory Inventory is stated at the lower of standard cost or market, net of reserves. Cost is determined at standard cost, approximating average cost. Allocation of fixed production overheads to conversion costs is based on normal capacity of production. Abnormal amounts of idle facility expense, freight, handling costs and spoilage are expensed as incurred and not included in overhead. Variances between standard cost and actual cost, arising in the production process, are analyzed to determine whether they reflect part of the normal cost of production, and should therefore be reflected as inventory value, or whether they are a period cost and should thus not be included in inventory. Inventory reserves are recorded based upon historic usage, forecasted future selling prices, expected future demand, and shelf life of the products held in inventory. For raw materials and work in progress inventory, we also calculate inventory reserves based on projected future manufacturing costs of finished goods. No stock-based compensation cost was included in inventory as of March 31, 2022 and 2021. |
Property and Equipment | Property and Equipment Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets as follows: Land—not depreciated. Plant, machinery and equipment— 4 to 25 years . Leasehold improvements—the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the fiscal years ended March 31, 2022 and 2021, no impairment losses have been recorded. |
Intangible Assets | Intangible Assets Intangible assets related to product licenses are recorded at cost, less accumulated amortization. Intangible assets related to technology and other intangible assets acquired in acquisitions are recorded at fair value at the date of acquisition, less accumulated amortization. Intangible assets are amortized over their estimated useful lives, on a straight-line basis as follows: Customer relationships— 5 years Brands associated with acquired cell lines— 40 years Product licenses— 10 years Other intang ibles— 7 years The Company reviews its intangible assets for impairment and conducts the impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. If the carrying value exceeds the Company’s estimate of future undiscounted cash flows, an impairment value is calculated as the excess of the carrying value of the asset over the Company’s estimate of its fair market value. Events or circumstances which could trigger an impairment review include a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition, significant changes in the Company’s use of acquired assets, the Company’s overall business strategy, or significant negative industry or economic trends. No impairment losses have been recorded in any of the years ended March 31, 2022 or 2021. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers. Product revenue is recognized at a point in time upon transfer of control of a product to a customer, which is generally at the time of delivery at an amount based on the transaction price. Customers have no right of return except in the case of damaged or ineffective goods and the Company has not experienced any significant returns of its products. Shipping and handling costs are expensed as incurred and included in cost of product sales. Revenue is also earned from the provision of development services to a small number of original equipment manufacturer ("OEM") customers. These development service contracts are reviewed individually to determine the nature of the performance obligations and the associated transaction prices. In recent years, product development revenues have been commensurate with achieving milestones specified in the respective development agreements relating to those products. These milestones may include the approval of new products by the European or U.S. regulatory authorities, which are not within the Company’s control. While there can be no assurance that this will continue to be the case, the milestones have been such that they effectively represent completion of the Company’s performance obligations under a particular part of a development program. Should the Company fail to achieve these milestones the Company would not be entitled under the terms of the development agreements to any compensation for the work undertaken to date. As a result, the milestone-related revenues have been recognized as the contractual milestones are achieved. In January 2015, the Company’s subsidiaries, Quotient Suisse and QBD (QS-IP) Limited, entered into a supply and distribution agreement with Ortho-Clinical Diagnostics, Inc. ("Ortho") related to the commercialization and distribution of certain MosaiQ products (the "Prior Ortho Agreement"), which the Company terminated effective as of December 27, 2019. Under the terms of the Prior Ortho Agreement, the Company was entitled to receive milestone payments, totaling in aggregate $ 59.0 million, upon CE-mark and FDA approval, as well as upon the first commercial sale of the relevant MosaiQ products by Ortho within the European Union, United States and within any country outside of these two regions. In November 2019, Ortho initiated an arbitration proceeding as result of the Company's termination of the Prior Ortho Agreement. See Note 6, "Commitments and Contingencies—Ortho Arbitration and Settlement," for details. On September 4, 2020, the Company and Ortho entered into a binding letter agreement (the "Letter Agreement") pursuant to which the Company and Ortho agreed: to confirm the termination of the Prior Ortho Agreement and various related contracts; to end the parties’ disputes regarding the Prior Ortho Agreement by executing mutual releases and terminating their pending arbitration proceeding related to the Prior Ortho Agreement (see Note 6); and to negotiate in good faith, and use their respective reasonable best efforts to execute, a new distribution agreement (the "New Distribution Agreement") based on the terms set forth in the Letter Agreement, but if for any reason no such definitive agreement is reached, the Letter Agreement will govern the parties’ respective rights and obligations as a binding contract. Pursuant to the Letter Agreement, Ortho made an initial, non-refundable milestone payment of $ 7.5 million to the Company on the date of the Letter Agreement. In the Letter Agreement, the Company and Ortho have agreed that Ortho has the right to distribute, market and sell a dedicated MosaiQ microarray optimized for the patient transfusion diagnostics market (the "MosaiQ IH3 Microarray") in the European Territory (defined as the European Economic Area plus the United Kingdom and Switzerland) and in the United States, solely for use in testing the immuno-hematological profile of the blood of medical patients in the course of their care or treatment. Ortho’s rights in the two territories each are for one ten-year term commencing on the receipt of specified regulatory approvals in the respective territory. The Company retains the right to distribute, market and sell the immunohematology Microarrays for use in blood donor testing worldwide and in the patient testing market outside of the European Territory and the United States. Ortho’s rights in respect of the MosaiQ IH3 Microarray are exclusive provided it satisfies annual minimum purchase volume requirements in each territory. Ortho also has the non-exclusive right to sell and distribute MosaiQ instruments in the United States and the European Territory for use in testing the immuno-hematological profile of blood of medical patients in the course of their care or treatment. Ortho is required to purchase the MosaiQ IH3 Microarrays, and the instruments, controls and reagents required for their use, only from the Company at specified prices. In addition to the initial $ 7.5 million milestone payment, Ortho is required to make up to another $ 60 million of additional milestone payments upon achievement of certain regulatory milestones and commercial sales benchmarks, including up to $ 25 million upon the achievement by Ortho of certain cumulative gross revenue hurdles. The Company concluded that the initial $ 7.5 million milestone represents a payment in respect of development work undertaken to date in respect of the MosaiQ IH3 Microarray and accordingly has recognized the revenue in the year ended March 31, 2021. The Company has also concluded that each of the remaining milestones under the Letter Agreement require significant levels of development work to be undertaken and there is no certainty at the start of the projects that the development work will be successful, these milestones are substantive and, accordingly, the revenue will be recognized when the milestones are achieved. In the year ended March 31, 2022, revenue recognized from performance obligations related to prior periods was not material. At March 31, 2022 revenues expected to be recognized in future periods related to remaining performance obligations under the Ortho Letter Agreement were as described above. There were no other material revenues to be recognized in future periods related to rema ining performance obligations at March 31, 2022. |
Research and Development | Research and Development Research and development expenses consist of costs incurred for company-sponsored and collaborative research and development activities. These costs include direct and research-related overhead expenses. Other than materials assessed as having alternative future uses and which are recognized as prepaid expenses, the Company expenses research and development costs, including products manufactured for research and development purposes and the expenses for research under collaborative agreements, as such costs are incurred. Where government grants are available for the sponsorship of such research, the grant receipt is included as a credit against the related expense. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Comprehensive Loss. In determining fair value of the stock-based compensation payments, the Company uses the Black–Scholes model and a single option award approach for share options, which requires the input of subjective assumptions. These assumptions include: the fair value of the underlying share, estimating the length of time employees will retain their awards before exercising them (expected term), the estimated volatility of the Company’s ordinary share price over the expected term (expected volatility), risk-free interest rate (interest rate), expected dividends and the number of shares subject to awards that will ultimately not complete their vesting requirements (forfeitures). Where modifications are made to vesting conditions, the Company considers the nature of the change and accounts for the change in accordance with ASC 718 Compensation – Stock Compensation . The Company determined that during the year ended March 31, 2021 certain modifications were type I in nature and certain modifications were type III in nature. In respect of the type I modifications the incremental fair value over the original grant-date fair value was measured at the modification date and was expensed over the remaining vesting period of the awards concerned. In respect of the type III modifications, the original compensation expense related to these awards was reversed and the value of the awards was re-measured at the date of the change and was expensed over the vesting period of the awards concerned. |
Share Warrants | Share Warrants The Company accounts for warrants to purchase ordinary shares outstanding that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are initially measured at fair value with changes in fair value recorded in profit or loss in each reporting period. Warrants that meet all of the criteria for equity classification are recorded in additional paid-in capital as part of shareholders’ (deficit) equity and are not remeasured to fair value in subsequent reporting periods. As of March 31, 2022, the Company had one class of warrants to purchase ordinary shares outstanding which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment and subsequent increase of the Company’s then existing secured term loan facility which are classified as equity, and one class of warrants to purchase ordinary shares issued in October 2021 in connection with the modification of its Secured Notes which are classified as a warrant liability. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time, in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits for use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. The Company also reviews the terms of the lease in accordance with Accounting Standard Update, or ASU, 2016-02 in order to determine whether the lease concerned is a finance or an operating lease. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For finance leases, an asset is included within property and equipment and a lease liability equal to the present value of the minimum lease payments is included in current or long-term liabilities. Interest expense is recorded over the life of the lease at a constant rate. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The operating lease right-of-use assets also include any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate is determined at lease commencement, or as of April 1, 2019 for operating leases existing upon adoption of ASU 2016-02. The incremental borrowing rate is subsequently reassessed upon modification to the lease arrangement. Operating lease expense is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASU 2016-02, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Although separation of lease and non-lease components is required, certain practical expedients are available. In particular, entities may elect a practical expedient to not separate lease and non-lease components and instead account for each lease component and the related non-lease component together as a single component. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component and allocate all of the contract consideration to the lease component only. The lease component results in an operating lease right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. The finance lease assets and operating lease right-of-use assets are assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. |
Derivative Financial Instruments | Derivative Financial Instruments The Company minimizes its risks from foreign currency exchange rate fluctuations through its normal operating and financing activities and, when deemed appropriate through the use of derivative financial instruments. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and prudent. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, interest rates, and other market factors. All derivatives are recorded on the balance sheet as assets or liabilities and measured at fair value. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in Accumulated other comprehensive loss and subsequently recognized in earnings when the hedged items impact earnings. |
Convertible Notes | Convertible Notes 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. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements, but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, the Company provides a valuation allowance to the extent that is more likely than not that it will generate sufficient taxable income in future periods to realize the benefit of its deferred tax assets. Deferred tax assets and liabilities are classified as noncurrent on the balance sheet. The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on a quarterly basis and considers various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit and changes in facts or circumstances related to the tax position. |
Pension Obligation | Pension Obligation The Company maintains a pension plan covering employees in Switzerland pursuant to the requirements of Swiss pension law. Certain aspects of the plan require that it be accounted for as a defined benefit plan pursuant to ASC 715 Compensation – Retirement Benefits . The Company recognizes an asset for the plan’s overfunded status or a liability for the plan’s underfunded status in its Consolidated Balance Sheets. Additionally, the Company measures the plan’s assets and obligations that determine its funded status as of the end of the year and recognizes the change in the funded status within "Accumulated other comprehensive loss." The Company uses an actuarial valuation to determine its pension benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates and expected return on plan assets. Details of the assumptions used to determine the net funded status are set out in Note 11. The Company’s pension plan assets are assigned to their respective levels in the fair value hierarchy in accordance with the valuation principles described in the "Fair Value of Financial Instruments" section above. |
Termination and Transition Charges | Termination and Transition Charges Termination charges are recognized as a result of actions to restructure operations. Transition charges are recognized as a result of the retirement of senior employees. Such charges are recognized upon meeting certain criteria, including the finalization of committed plans or agreements and discussions with the impacted employees. |
Loss Contingencies | Loss Contingencies Loss contingencies from legal proceedings and claims may occur from contractual and other related matters. Accruals are recognized when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred. |
Debt Issuance Costs and Royalty Rights | Debt Issuance Costs and Royalty Rights The Company follows the requirements of Accounting Standards Update 2015-03, Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. On October 14, 2016, June 29, 2018 and May 15, 2019, the Company issued Secured Notes, and, on December 4, 2018, the Company amended the indenture governing the Secured Notes, which amendments became effective on December 18, 2018. In connection with these issuances and this amendment, the Company entered into royalty rights agreements with the subscribers and the consenting note holders, as applicable, which, as of March 31, 2022, provided for an aggregate amount of royalties payable thereunder of 3.4 % of net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. All of these royalty rights agreements are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 " Debt " ("ASC 470") to be treated as debt. These royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the Secured Notes and royalty rights agreements was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements at issuance and the principle on the Secured Notes is accounted for as a debt discount and amortized through interest expense over the life of the Secured Notes. The royalty rights agreements are individually amortized under the effective interest rate method. The Company recognizes interest expense over the estimated term of the royalty rights agreements. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards 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. Recently Issued Accounting Pronouncements There are no recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 2022 Gross Accumulated Net Carrying Brands associated with acquired cell lines 533 ( 194 ) 339 Product licenses 901 ( 720 ) 180 Total $ 1,434 $ ( 914 ) $ 520 March 31, 2021 Gross Accumulated Net Carrying Customer relationships $ 2,711 $ ( 2,711 ) $ — Brands associated with acquired cell lines 559 ( 190 ) 369 Product licenses 944 ( 694 ) 250 Other intangibles 176 ( 176 ) — Total $ 4,390 $ ( 3,771 ) $ 619 |
Schedule of Future Amortization Expense | Total future amortization expense for intangible assets that have definite lives, based up on the Company's existing intangible assets and their current estimated useful lives as of March 31, 2022, is estimated as follows: 2023 $ 70 2024 70 2025 70 2026 26 2027 13 Thereafter 271 Total $ 520 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt comprises: March 31, March 31, Secured Notes $ 132,917 $ 145,000 Debt discount, net of amortization ( 13,854 ) ( 11,127 ) Deferred debt costs, net of amortization ( 2,678 ) ( 4,261 ) Carrying value Secured Notes 116,385 129,612 Royalty liability 40,076 39,614 Convertible Notes 105,000 — Debt discount, net of amortization ( 24,968 ) — Deferred debt costs, net of amortization ( 3,180 ) — Carrying value Convertible Notes 76,852 — Total Debt $ 233,313 $ 169,226 |
Schedule of Principal Repayment of Convertible Notes and Senior Secured Notes | The principal repayment schedule for the Convertible Notes and Senior Secured notes is as follows Due within one year $ — Due between one and two years 30,200 Due between two and three years 48,400 Due between three and four years 54,317 Due between four and five years 105,000 After 5 years — $ 237,917 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Convertible loan derivatives (4) — 11,858 — 11,858 Debt related Consent Warrants (5) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 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 March 31, 2021, relate to investments made in a Treasury Money Market Fund. See Note 1, "Summary of Significant Accounting Policies – Short-term Investments". Quotient sold these investments during the year-ended March 31, 2022. (3) The fair value of foreign currency forward contracts was 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. The Company does not hold any of these contracts as of March 31, 2022. (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. (5) The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the periods presented: March 31, March 31, Raw materials $ 10,228 $ 9,189 Work in progress 7,154 9,105 Finished goods 4,654 3,717 Total inventories $ 22,036 $ 22,011 |
Summary of Property and Equipment | The following table summarizes property and equipment by categories for the periods presented: March 31, March 31, Plant and equipment $ 65,094 $ 62,940 Leasehold improvements 32,844 33,369 Total property and equipment 97,938 96,309 Less: accumulated depreciation ( 64,696 ) ( 57,238 ) Total property and equipment, net $ 33,242 $ 39,071 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, March 31, Accrued legal and professional fees $ 1,254 $ 1,005 Accrued interest 9,235 8,009 Goods received not invoiced 1,304 1,722 Accrued capital expenditure 193 1,201 Other accrued expenses 3,743 2,072 Total accrued expenses and other current liabilities $ 15,729 $ 14,009 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Geographic Areas Revenues And Long Lived Assets [Abstract] | |
Schedule of Revenue From Customer By Geographic Area | The following table represents revenue attributed to countries based on the location of the customer: Year ended March 31, 2022 2021 Revenue: United States $ 21,078 $ 28,135 France 9,558 7,406 Japan 4,644 4,506 Other foreign countries (1) 3,234 3,332 $ 38,514 $ 43,379 (1) No individual country represented more than 10% of the respective totals. |
Consolidated Property and Equipment, Net by Country | The table below lists the Company’s property and equipment, net of accumulated depreciation, by country. With the exception of property and equipment, the Company does not identify or allocate its assets by geographic area: March 31, March 31, Long-lived assets: United Kingdom $ 14,055 $ 16,890 Switzerland 19,187 22,181 $ 33,242 $ 39,071 |
Ordinary and Preference Shares
Ordinary and Preference Shares (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
7% Cumulative Redeemable Preference Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation March 31, March 31, March 31, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 33.79 $ 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 consist of the following: Shares Issued March 31, March 31, Par value Ordinary shares 102,611,397 101,264,412 $ — Total 102,611,397 101,264,412 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share Option Activity | The following table summarizes share option activity: Number Weighted Weighted Life Outstanding — March 31, 2021 1,810,785 $ 7.69 68 Granted 1,907,605 3.22 120 Exercised ( 4,837 ) 1.44 — Forfeited ( 863,005 ) 7.13 — Outstanding — March 31, 2022 2,850,548 $ 4.88 90 Exercisable — March 31, 2022 1,128,881 $ 7.46 57 |
Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value | The following table summarizes the options granted in the year ended March 31, 2022 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any: Grant Date Number of Exercise Price Ordinary Per Share April 1, 2021 (1) 857,015 $ 3.68 $ 3.68 $ 2.41 June 10, 2021 133,386 4.37 4.37 2.85 August 1, 2021 118,734 3.41 3.41 2.21 August 3, 2021 4,556 3.38 3.38 2.20 September 1, 2021 36,813 3.07 3.07 2.01 October, 4, 2021 147,134 2.72 2.72 1.79 October 5, 2021 235,477 2.91 2.91 1.91 October 31, 2021 144,240 2.53 2.53 1.66 November 19, 2021 123,267 2.08 2.08 1.37 February 1, 2022 106,983 1.62 1.62 1.54 (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. During the quarter ended December 31, 2021, 138,227 of the stock options originally granted to Mr. Méndez were cancelled and cash settled in connection with an amendment to his employment agreement with the Company and shown as forfeited in the share option activity table. |
Summary of Weighted-Average Assumptions to Share Options Issued | A summary of the weighted-average assumptions applicable to the share options is as follows: Year-ended March 31, 2022 2021 Risk-free interest rate 1.61 % 0.77 % Expected lives (years) 6 6 Volatility 74.40 % 73.70 % Dividend yield — — Grant date fair value (per share) $ 3.22 $ 5.38 Number granted 1,907,605 258,026 |
Summary of RSUs | A summary of the RSUs in issue at March 31, 2022 is as follows: Number Weighted Period in which the RSUs subject to time based vesting 2,267,648 13 N/A RSUs subject to milestone and performance based vesting 1,249,910 N/A N/A |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended March 31 are as follows: Year ended March 31, 2022 2021 Income tax (provision) benefit: Current - Federal 100 ( 126 ) Deferred - Federal ( 1,061 ) ( 1,128 ) ( 961 ) ( 1,254 ) |
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: Year ended March 31, 2022 2021 Income tax expense at statutory rate $ — $ — Impact of tax uncertainties $ — ( 1,200 ) Tax rate change $ ( 335 ) — Foreign tax rate differential 5,214 2,362 (Increase) decrease in valuation allowance against deferred ( 5,840 ) ( 2,416 ) Provision for income tax $ ( 961 ) $ ( 1,254 ) |
Components of Deferred Tax Assets | Significant components of deferred tax assets are as follows: March 31, March 31, Provisions and reserves $ 716 $ 1,022 Operating lease liability 4,640 4,100 Research and development 20 672 Net operating loss carry forwards 28,421 22,628 Gross deferred tax assets $ 33,797 $ 28,422 Fixed asset basis difference $ ( 2,252 ) $ ( 2,289 ) Operating lease right-of-use assets $ ( 4,640 ) $ ( 4,100 ) Gross deferred tax liabilities $ ( 6,892 ) $ ( 6,389 ) Net deferred tax asset $ 26,905 $ 22,033 Valuation allowance ( 28,770 ) ( 22,930 ) Net deferred taxes $ ( 1,865 ) $ ( 897 ) |
Classification of Net Deferred Tax Assets | The balance sheet classification of net deferred tax assets is as follows: March 31, March 31, Net noncurrent deferred tax assets $ 123 $ 255 Net noncurrent deferred tax liabilities $ ( 1,988 ) $ ( 1,152 ) Total $ ( 1,865 ) $ ( 897 ) |
Summary of Activity Related to Uncertain Tax Positions | The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes): Year ended March 31, 2022 March 31, 2021 Balance at beginning of period $ 1,216 $ 1,216 Increases related to current year tax positions — — Increases related to prior years tax positions — — Balance at end of period $ 1,216 $ 1,216 |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Reconciliation of Benefit Obligations | The following provides a reconciliation of the benefit obligations, the plan assets and the funded status. Year ended March 31, March 31, Pension benefit obligation, beginning of year $ 22,648 $ 18,789 Service cost 2,498 2,272 Contributions paid by plan participants 11,124 2,704 Interest cost 96 126 Benefits paid ( 4,822 ) ( 2,207 ) Prior service cost — — Actuarial loss / (gain) ( 2,443 ) 648 Foreign currency translation 454 316 Pension benefit obligation, end of year $ 29,555 $ 22,648 |
Reconciliation of Plan Assets | Year ended March 31, March 31, Fair value of plan assets, beginning of year $ 15,751 $ 12,436 Actual return on plan assets 805 1,293 Contributions paid by employer 1,624 1,333 Contributions paid by plan participants 11,124 2,704 Benefits paid ( 4,822 ) ( 2,207 ) Foreign currency translation 296 192 Fair value of plan assets, end of year $ 24,778 $ 15,751 |
Reconciliation of Funded Status | Year ended March 31, March 31, Pension benefit obligation, end of year $ 29,555 $ 22,648 Fair value of plan assets, end of year 24,778 15,751 Net funding obligation, end of year $ 4,777 $ 6,897 |
Assumptions Used to Determine Pension Benefit Obligation | The assumptions used to determine the pension benefit obligation at the end of each financial year are: Year ended March 31, March 31, Price inflation 1.00 % 1.00 % Discount rate 1.30 % 0.35 % Interest rate on retirement savings capital 1.30 % 0.60 % Expected return on plan assets 1.75 % 1.75 % Average rate of salary increase 1.00 % 1.00 % |
Schedule of Net Pension Costs | The net pension costs for the year are based on the assumptions adopted at the start of each financial year and comprise: Year ended March 31, March 31, Employer service cost $ 2,498 $ 2,272 Interest cost 96 126 Expected return on plan assets ( 352 ) ( 243 ) Amortization of prior service credit 58 58 Amortization of net loss — — Net pension cost $ 2,300 $ 2,213 |
Schedule of Provision for Pension Benefit Obligation Recognized in Other Comprehensive Income | The provision for pension benefit obligation recognized in other comprehensive income comprises: Year ended March 31, March 31, Net actuarial (gain) / loss $ ( 2,883 ) $ ( 389 ) Amortization of prior service credit ( 58 ) ( 58 ) Amortization of net loss — — $ ( 2,941 ) $ ( 447 ) |
Schedule of Benefit Payments Expected to be Paid | The following benefit payments are expected to be paid in the following periods: 2023 $ 1,382 2024 $ 1,428 2025 $ 1,451 2026 $ 1,534 2027 $ 1,511 2028 to 2031 $ 12,500 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share Basic and Diluted | The following table sets forth the computation of basic loss per ordinary share. Diluted earnings per share figures are not applicable due to losses. Year ended March 31, 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 125,130 ) $ ( 111,032 ) Denominator: Weighted-average shares outstanding - basic and diluted 101,910,562 91,637,966 Loss per share - basic and diluted $ ( 1.23 ) $ ( 1.21 ) |
Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share | The following sets out the numbers of the options, RSUs and warrants to purchase ordinary shares excluded from the above computation of earnings per share for the years ended March 31, 2022 and March 31, 2021, as their inclusion would have been anti-dilutive. March 31, March 31, Ordinary shares issuable on conversion of Convertible Notes 5.67 per share 18,518,514 - Restricted share units awarded 3,517,558 902,409 Ordinary shares issuable on exercise of options to purchase ordinary 2,850,548 1,810,785 Ordinary shares issuable on exercise of warrants at $ 16.14 per share 111,525 111,525 Ordinary shares issuable on exercise of warrants at $ 9.375 per share 64,000 64,000 Ordinary shares issuable on exercise of Consent Warrants at $ 4.00 per share 1,844,020 - Consent Shares not yet issued 64,330 - Total 26,970,495 2,888,719 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Elements of Lease Expense | The elements of lease expense were as follows: Year ended March 31, 2022 2021 Operating lease cost $ 4,705 $ 4,414 Finance lease cost Amortization of right-of-use asset 826 998 Interest on lease liabilities 147 129 Short-term lease cost 94 62 Total lease cost $ 5,772 $ 5,603 |
Summary of Other Information Related to Leases | Other information related to leases was as follows: Year ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating leases - operating cash flows $ 4,311 $ 3,793 Finance leases - financing cash flows $ 713 $ 633 Finance leases - operating cash flows $ 147 $ 129 Non-cash leases activity Right-of-use assets obtained in exchange for new operating lease liabilities $ 9,969 $ 332 Right-of-use assets obtained in exchange for new finance lease liabilities $ 594 $ 130 Weighted average remaining lease terms (in years) Operating leases 25.8 29.5 Finance leases 3.5 1.6 Weighted average discount rate Operating leases 10.6 % 10.9 % Finance leases 6.4 % 9.1 % |
Schedule of Future Lease Payments Required Under Non-Cancellable Operating Leases | Future lease payments required under non-cancellable operating leases in effect as of March 31, 2022 were as follows: March 31, 2023 $ 3,932 2024 4,362 2025 4,409 2026 4,466 2027 4,524 Thereafter 73,702 Total lease payments $ 95,395 Less : imputed interest ( 63,107 ) Total operating lease liabilities $ 32,288 |
Schedule of Future Lease Payments Required Under Finance Leases | Future lease payments required under finance leases in effect as of March 31, 2022 were as follows: March 31, 2023 $ 618 2024 337 2025 59 2026 23 2027 — Thereafter 1,037 Total lease payments 1,037 Less : imputed interest ( 112 ) Total finance lease liabilities $ 925 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||||||
Jun. 24, 2022 USD ($) shares | Apr. 04, 2022 USD ($) | Mar. 12, 2021 USD ($) Investment | May 15, 2019 USD ($) | Jun. 29, 2018 USD ($) | Mar. 31, 2022 USD ($) Customer | Mar. 31, 2021 USD ($) Customer | Apr. 15, 2021 | Jan. 31, 2015 USD ($) | |
Significant Accounting Policies [Line Items] | |||||||||
Accumulated deficit | $ (725,042,000) | $ (599,912,000) | |||||||
Cash holdings and investments | 83,200,000 | ||||||||
Restricted cash | 8,744,000 | 9,024,000 | |||||||
Allowance for doubtful accounts | $ 65,000 | $ 48,000 | |||||||
Number of customer represent 10% or more of accounts receivable | Customer | 1 | 1 | |||||||
Number of customer represent 10% or more of product sales | Customer | 1 | 1 | |||||||
Stock-based compensation cost included in inventory | $ 0 | $ 0 | |||||||
Property and equipment impairment losses | 0 | 0 | |||||||
Impairment losses | $ 0 | $ 0 | |||||||
Class of warrants description | As of March 31, 2022, the Company had one class of warrants to purchase ordinary shares outstanding which comprised warrants that were issued in December 2013 and August 2015 in connection with the establishment and subsequent increase of the Company’s then existing secured term loan facility | ||||||||
Change in accounting principle, adoption date | Apr. 01, 2021 | ||||||||
Accounting Standards Update 2016-13 [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Change in accounting principle, adopted | true | ||||||||
Change in accounting principle, immaterial effect | true | ||||||||
Accounting Standards Update 2018-14 [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Change in accounting principle, adopted | true | ||||||||
Change in accounting principle, immaterial effect | true | ||||||||
Customer Relationships [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Intangible assets amortization over estimated useful life | 5 years | ||||||||
Brands Associated with Acquired Cell Lines [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Intangible assets amortization over estimated useful life | 40 years | ||||||||
Product Licenses [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Intangible assets amortization over estimated useful life | 10 years | ||||||||
Other Intangibles [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Intangible assets amortization over estimated useful life | 7 years | ||||||||
Distribution and Supply Agreement [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Milestone amount receivable upon fulfillment of achievement | $ 59,000,000 | ||||||||
Minimum [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Plant, machinery and equipment useful life | 10 years | ||||||||
Maximum [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Plant, machinery and equipment useful life | 15 years | ||||||||
Plant, Machinery and Equipment [Member] | Minimum [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Plant, machinery and equipment useful life | 4 years | ||||||||
Plant, Machinery and Equipment [Member] | Maximum [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Plant, machinery and equipment useful life | 25 years | ||||||||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 71% | 74% | |||||||
Security For Property Rental Obligations of Subsidiary [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Restricted cash | $ 700,000 | $ 300,000 | |||||||
Senior Secured Notes Due 2023 [Member] | Cash Reserve Account Held by Collateral Agent [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Restricted cash | $ 8,000,000 | $ 8,700,000 | |||||||
Subsequent Event [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Number of ordinary sahres | shares | 66,666,667 | ||||||||
Additional number of ordinary shares purchased | shares | 10,000,000 | ||||||||
Aggregate gross proceeds from underwritten public offering | $ 20,000,000 | ||||||||
Net proceeds from issuance of shares | $ 18,500,000 | ||||||||
Secured Notes [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Aggregate principal amount of notes | $ 25 | $ 36,000,000 | |||||||
Debt instrument, interest rate | 12% | 12% | 12% | ||||||
CSAM [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Number of short-term funds invested | Investment | 2 | ||||||||
Impairment recognized, related to one of the short term funds invested | $ 2,300,000 | ||||||||
Payments for (proceeds from) short-term investments | $ 89,000,000 | ||||||||
Aggregate investment in suspend redemptions | $ 110,350,000 | ||||||||
CSAM [Member] | Subsequent Event [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Impairment recognized, related to one of the short term funds invested | $ 1,000,000 | ||||||||
Product [Member] | Customer Concentration Risk [Member] | Sales [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 62% | 60% | |||||||
Ortho's [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Non-refundable milestone payment | $ 7,500,000 | ||||||||
Ortho's [Member] | Letter Agreement [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Non-refundable milestone payment | $ 7,500,000 | ||||||||
Commencing on receipt of specified regulatory approvals period | 10 years | ||||||||
Ortho's [Member] | Maximum [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Additional milestone payments receivable upon achievement of regulatory milestones and commercial sales benchmarks | $ 60,000,000 | ||||||||
Milestone payments receivable upon achievement of cumulative gross revenue hurdles | 25,000,000 | ||||||||
MosaiQ [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Revenue recognized for milestone represents payment in respect of development work | $ 7,500,000 | ||||||||
Revenue remaining performance obligation | $ 0 | ||||||||
MosaiQ [Member] | Secured Notes [Member] | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,434 | $ 4,390 |
Accumulated Amortization | (914) | (3,771) |
Net Carrying Amount | 520 | 619 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,711 | |
Accumulated Amortization | (2,711) | |
Brands Associated with Acquired Cell Lines [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 533 | 559 |
Accumulated Amortization | (194) | (190) |
Net Carrying Amount | 339 | 369 |
Product Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 901 | 944 |
Accumulated Amortization | (720) | (694) |
Net Carrying Amount | $ 180 | 250 |
Other Intangibles [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 176 | |
Accumulated Amortization | $ (176) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 70 | $ 73 |
Retired intangible assets amortized | $ 2,900 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 70 | |
2024 | 70 | |
2025 | 70 | |
2026 | 26 | |
2027 | 13 | |
Thereafter | 271 | |
Net Carrying Amount | $ 520 | $ 619 |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | May 26, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Secured Notes | $ 132,917 | $ 145,000 | |
Carrying value Secured Notes | 116,385 | 129,612 | |
Royalty liability | 40,076 | 39,614 | |
Convertible Notes | 105,000 | ||
Carrying value Convertible Notes | 76,852 | ||
Total debt | 233,313 | 169,226 | |
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (13,854) | (11,127) | |
Deferred debt costs, net of amortization | (2,678) | $ (4,261) | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (24,968) | ||
Deferred debt costs, net of amortization | $ (3,180) | $ (3,700) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||
Oct. 13, 2021 | Jun. 02, 2021 | May 26, 2021 | Apr. 15, 2021 | May 15, 2019 | Jun. 29, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 14, 2016 | |
Debt Instrument [Line Items] | |||||||||
Current portion of long-term debt | $ 0 | $ 24,167,000 | |||||||
Ordinary shares, shares issued | 102,611,397 | 101,264,412 | |||||||
Ordinary shares, par value | |||||||||
Accrued interest | $ 9,235,000 | $ 8,009,000 | |||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Ordinary shares, shares issued | 102,611,397 | 101,264,412 | |||||||
Ordinary shares, par value | |||||||||
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 | ||||||||
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 | $ 3,180,000 | |||||||
Issuance costs attributable to bifurcated derivative | $ 0 | ||||||||
Expected life of debt | 5 years | ||||||||
Debt instrument, effective interest rate | 12.90% | ||||||||
Interest expense debt | 8,500,000 | ||||||||
Coupon interest | 4,200,000 | ||||||||
Amortization of debt discount and issuance costs | 4,300,000 | ||||||||
Convertible Notes [Member] | Accrued Expenses And Other Current Liabilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Accrued interest | $ 1,900,000 | ||||||||
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 | $ 36,000,000 | |||||||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal amount of the Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Secured Notes on June 29, 2018. | ||||||||
Debt instrument, restrictive covenants | The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Secured Notes may require the Company to repurchase for cash all or part of their Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. | ||||||||
Debt instrument, percentage of repurchase price on change of control | 101% | ||||||||
Debt instrument, percentage of repurchase price on certain asset sales | 100% | ||||||||
Payment to cash reserve account held by collateral agent | $ 8,000,000 | 8,700,000 | |||||||
Debt instrument date of first required payment, interest | Apr. 15, 2017 | ||||||||
Debt instrument date of first payment, principal | Apr. 15, 2021 | ||||||||
Debt instrument, interest rate | 12% | 12% | 12% | ||||||
Debt instrument principal payment | $ 12,100,000 | ||||||||
Debt instrument indenture date | Oct. 14, 2016 | ||||||||
Debt instrument, maturity date, description | The Indenture Amendments include an 18-month extension of the final maturity of the Secured Notes to October 15, 2025 and a revision of the Notes’ principal amortization schedule (which previously required semi-annual payments of principal beginning April 2021) to commence April 2023. The revised amortization schedule will defer approximately $60 million of principal payments previously required to be made between April 2021 and April 2023. | ||||||||
Revised amortization principal payments | $ 60,000,000 | ||||||||
Debt instrument, redemption, description | The Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106% of par and declining over time to 100.0% for redemptions occurring from and after April 14, 2024. | ||||||||
Secured Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, redemption percentage | 106% | ||||||||
Secured Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, redemption percentage | 100% | ||||||||
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] | Fourth Supplemental Indenture [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument indenture date | Oct. 13, 2021 | ||||||||
Secured Notes [Member] | Consent Shares [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Ordinary shares, shares issued | 932,772 | ||||||||
Ordinary shares, par value | $ 0 | ||||||||
Secured Notes [Member] | Consent Warrants [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Ordinary shares, shares issued | 1,844,020 | ||||||||
Warrants duration | 5 years | ||||||||
Par value per share | $ 4 | ||||||||
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 | $ 76,800,000 | $ 106,500,000 | |||||||
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 Principal Re
Debt - Schedule of Principal Repayment of Convertible Notes and Senior Secured Notes (Detail) $ in Thousands | Mar. 31, 2022 USD ($) |
Long-term Debt, Rolling Maturity [Abstract] | |
Due within one year | $ 0 |
Due between one and two years | 30,200 |
Due between two and three years | 48,400 |
Due between three and four years | 54,317 |
Due between four and five years | 105,000 |
After 5 years | 0 |
Total debt principal payments due | $ 237,917 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Assets: | |||
Total assets measured at fair value | $ 0 | $ 355 | |
Recurring [Member] | |||
Assets: | |||
Total assets measured at fair value | 24,778 | 31,106 | |
Liabilities: | |||
Total liabilities measured at fair value | 13,592 | ||
Recurring [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 24,778 | 15,751 |
Recurring [Member] | Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 15,000 | |
Recurring [Member] | Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | 355 | |
Recurring [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [4] | 11,858 | |
Recurring [Member] | Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [5] | 1,657 | |
Recurring [Member] | Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 77 | ||
Recurring [Member] | Level 1 [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 77 | ||
Recurring [Member] | Level 1 [Member] | Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 77 | ||
Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 24,778 | 31,106 | |
Liabilities: | |||
Total liabilities measured at fair value | 13,515 | ||
Recurring [Member] | Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 24,778 | 15,751 |
Recurring [Member] | Level 2 [Member] | Short-term Investments [Member] | |||
Assets: | |||
Total assets measured at fair value | [2] | 15,000 | |
Recurring [Member] | Level 2 [Member] | Foreign currency forward contracts [Member] | |||
Assets: | |||
Total assets measured at fair value | [3] | $ 355 | |
Recurring [Member] | Level 2 [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [4] | 11,858 | |
Recurring [Member] | Level 2 [Member] | Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [5] | $ 1,657 | |
[1] The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. The fair value of 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 March 31, 2021, relate to investments made in a Treasury Money Market Fund. See Note 1, "Summary of Significant Accounting Policies – Short-term Investments". Quotient sold these investments during the year-ended March 31, 2022. The fair value of foreign currency forward contracts was 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. The Company does not hold any of these contracts as of March 31, 2022. The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. The fair value of the Consent Warrants has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Apr. 04, 2022 USD ($) | Mar. 12, 2021 USD ($) Investment | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Short-term investments | $ 2,626 | $ 65,999 | ||
Unrealized gains on short-term investments | 270 | 734 | ||
Unrealized gains reclassified to earnings | 186 | 1,632 | ||
CSAM [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Number of short-term funds invested | Investment | 2 | |||
Aggregate investment in suspend redemptions | $ 110,350 | |||
Payments for (proceeds from) short-term investments | $ 89,000 | |||
Short-term investments | 110,300 | |||
Short-term investment, Estimated fair value | 108,000 | |||
Impairment of investments | $ 2,300 | |||
Carrying value of investments | 18,100 | |||
CSAM [Member] | Subsequent Event [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment of investments | $ 1,000 | |||
CSAM [Member] | Short-term Investments [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of investments | 2,600 | |||
CSAM [Member] | Long Term Investments [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of investments | $ 15,500 |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,228 | $ 9,189 |
Work in progress | 7,154 | 9,105 |
Finished goods | 4,654 | 3,717 |
Total inventories | $ 22,036 | $ 22,011 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Raw materials | $ 10,228 | $ 9,189 |
Work in progress | 7,154 | 9,105 |
Finished goods | 4,654 | 3,717 |
MosaiQ Project [Member] | ||
Raw materials | 6,761 | 6,829 |
Work in progress | 4,252 | 4,321 |
Finished goods | 2,758 | 1,465 |
Inventory write-downs | 2,700 | |
Inventory provisions | $ 2,000 | |
Other accrued expenses | $ 308 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 97,938 | $ 96,309 |
Less: accumulated depreciation | (64,696) | (57,238) |
Total property and equipment, net | 33,242 | 39,071 |
Plant and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 65,094 | 62,940 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 32,844 | $ 33,369 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Detail - Summary of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation expenses | $ 7,200 | $ 8,800 |
Reduction in depreciation expenses | $ 110 | |
Minimum [Member] | ||
Plant, machinery and equipment useful life | 10 years | |
Maximum [Member] | ||
Plant, machinery and equipment useful life | 15 years |
Consolidated Balance Sheet De_7
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued legal and professional fees | $ 1,254 | $ 1,005 |
Accrued interest | 9,235 | 8,009 |
Goods received not invoiced | 1,304 | 1,722 |
Accrued capital expenditure | 193 | 1,201 |
Other accrued expenses | 3,743 | 2,072 |
Total accrued expenses and other current liabilities | $ 15,729 | $ 14,009 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Total assets measured at fair value | $ 0 | $ 355 |
Preference share dividend percentage | 7% | 7% |
Subscriptions price of stock | $ 25,000 | |
Certain MosaiQ Products [Member] | TTP plc [Member] | ||
Commitments And Contingencies [Line Items] | ||
Royalty term | 20 years | |
MosaiQ Microarrays [Member] | Catalloid Products, Inc. [Member] | ||
Commitments And Contingencies [Line Items] | ||
Royalty term | 10 years | |
7% Cumulative Redeemable Preference Shares [Member] | ||
Commitments And Contingencies [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
Preferred stock, no par value | $ 0 |
Geographic Information - Additi
Geographic Information - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Mar. 31, 2022 USD ($) Segment | Mar. 31, 2021 USD ($) | |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Number of business segments | Segment | 1 | |
Foreign exchange gains (losses) | $ | $ (6.9) | $ 5 |
Geographic Information - Schedu
Geographic Information - Schedule of Revenue From Customer By Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 38,514 | $ 43,379 | |
United States [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 21,078 | 28,135 | |
France [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 9,558 | 7,406 | |
Japan [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 4,644 | 4,506 | |
Other foreign countries [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | [1] | $ 3,234 | $ 3,332 |
[1] No individual country represented more than 10% of the respective totals. |
Geographic Information - Consol
Geographic Information - Consolidated Property and Equipment, Net by Country (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 33,242 | $ 39,071 |
United Kingdom [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 14,055 | 16,890 |
Switzerland [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 19,187 | $ 22,181 |
Ordinary and Preference Share_2
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Class Of Stock [Line Items] | |||
Ordinary shares, shares issued | 102,611,397 | 101,264,412 | |
Common stock, par value | |||
Ordinary shares, shares outstanding | 102,611,397 | 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 | |
Liquidation amount per share | $ 33.79 | $ 32.21 | |
Preference shares, shares outstanding | 666,665 | 666,665 | |
Ordinary Shares [Member] | |||
Class Of Stock [Line Items] | |||
Ordinary shares, shares issued | 102,611,397 | 101,264,412 | |
Common stock, par value | |||
Ordinary shares, shares outstanding | 102,611,397 | 101,264,412 | 80,398,326 |
Ordinary shares, par value |
Ordinary and Preference Share_3
Ordinary and Preference Shares - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Jan. 29, 2015 | |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Subscriptions price, per share | $ 22.50 | |
Ordinary Shares [Member] | ||
Class Of Stock [Line Items] | ||
Newly issued ordinary shares Issues | 20,294,117 |
Ordinary and Preference Share_4
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Apr. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Oct. 29, 2020 | Oct. 31, 2018 | Oct. 28, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 6,951,000 | $ 4,984,000 | |||||
Number of Options Granted | 1,907,605 | 258,026 | |||||
Total fair value of stock options granted | $ 6,150,000 | $ 889 | |||||
Risk-free interest rate, Description | Risk-Free Interest Rate. The risk-free interest rate is based on the grant date yield of the 10 year U.S. Treasury bond | ||||||
Total compensation cost not yet recognized related to share options and RSUs | $ 10,000,000 | ||||||
Total compensation cost not yet recognized related to share options, RSUs, weighted average remaining amortization period | 25 months | ||||||
Chief Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options Granted | 857,015 | ||||||
Ordinary Shares [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Fair value of ordinary shares per share | $ 1.20 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted stock units cancelled | 181,159 | ||||||
Stock compensation related to cash settlement | $ 820,000 | ||||||
Restricted Stock Units (RSUs) [Member] | Time Based Vesting [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted stock units outstanding | 2,267,648 | ||||||
Weighted average remaining vesting period | 13 months | ||||||
Restricted Stock Units (RSUs) [Member] | Milestone Vesting [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted stock units outstanding | 24,549 | ||||||
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 | 1,225,361 | ||||||
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 | ||||||
2012 Option Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares upon each option exercised | 1 | ||||||
Maximum number of shares authorized for grant | 839,509 | ||||||
Vesting period | 3 years | ||||||
Contractual life | 10 years | ||||||
Options exercisable percentage description | Options were not exercisable before the Company became a public company and all outstanding options become exercisable in the event of an acquisition of 75% or more of the share capital of the Company by a third party. No further awards will be granted under the 2012 Option Plan. | ||||||
Number of Options Granted | 0 | ||||||
2014 Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Ordinary shares reserved for issuance | 1,500,000 | ||||||
Percentage of automatic increase in ordinary shares | 0.75% | ||||||
Increase in number of shares reserved for future issuance | 750,000 | 550,000 | 750,000 | ||||
Shares available for future grants | 1,400,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Share Options Outstanding, Beginning Balance | 1,810,785 | |
Number of Share Options Outstanding, Granted | 1,907,605 | 258,026 |
Number of Share Options Outstanding, Exercised | (4,837) | |
Number of Share Options Outstanding, Forfeited | (863,005) | |
Number of Share Options Outstanding, Ending Balance | 2,850,548 | 1,810,785 |
Number of Share Options Outstanding, Exercisable | 1,128,881 | |
Weighted-Average Exercise Price, Beginning Balance | $ 7.69 | |
Weighted-Average Exercise Price, Granted | 3.22 | |
Weighted-Average Exercise Price, Exercised | 1.44 | |
Weighted-Average Exercise Price, Forfeited | 7.13 | |
Weighted-Average Exercise Price, Ending Balance | 4.88 | $ 7.69 |
Weighted-Average Exercise Price, Exercisable | $ 7.46 | |
Weighted-Average Remaining Contractual Life, Outstanding | 90 months | 68 months |
Weighted-Average Remaining Contractual Life, Granted | 120 months | |
Weighted-Average Remaining Contractual Life, Exercisable | 57 months |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Detail) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Granted | 1,907,605 | 258,026 |
Exercise Price | $ 3.22 | |
Ordinary Shares Fair Value Per Share at Grant Date | $ 3.22 | $ 5.38 |
April 1, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Apr. 01, 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 | |
August 1, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Aug. 01, 2021 | |
Number of Options Granted | 118,734 | |
Exercise Price | $ 3.41 | |
Ordinary Shares Fair Value Per Share at Grant Date | 3.41 | |
Per Share Intrinsic Value of Options | $ 2.21 | |
August 3, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Aug. 03, 2021 | |
Number of Options Granted | 4,556 | |
Exercise Price | $ 3.38 | |
Ordinary Shares Fair Value Per Share at Grant Date | 3.38 | |
Per Share Intrinsic Value of Options | $ 2.20 | |
September 1, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Sep. 01, 2021 | |
Number of Options Granted | 36,813 | |
Exercise Price | $ 3.07 | |
Ordinary Shares Fair Value Per Share at Grant Date | 3.07 | |
Per Share Intrinsic Value of Options | $ 2.01 | |
October, 4, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Oct. 04, 2021 | |
Number of Options Granted | 147,134 | |
Exercise Price | $ 2.72 | |
Ordinary Shares Fair Value Per Share at Grant Date | 2.72 | |
Per Share Intrinsic Value of Options | $ 1.79 | |
October 5, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Oct. 05, 2021 | |
Number of Options Granted | 235,477 | |
Exercise Price | $ 2.91 | |
Ordinary Shares Fair Value Per Share at Grant Date | 2.91 | |
Per Share Intrinsic Value of Options | $ 1.91 | |
October 31, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Oct. 31, 2021 | |
Number of Options Granted | 144,240 | |
Exercise Price | $ 2.53 | |
Ordinary Shares Fair Value Per Share at Grant Date | 2.53 | |
Per Share Intrinsic Value of Options | $ 1.66 | |
November 19, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Nov. 19, 2021 | |
Number of Options Granted | 123,267 | |
Exercise Price | $ 2.08 | |
Ordinary Shares Fair Value Per Share at Grant Date | 2.08 | |
Per Share Intrinsic Value of Options | $ 1.37 | |
February 1, 2022 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Grant Date | Feb. 01, 2022 | |
Number of Options Granted | 106,983 | |
Exercise Price | $ 1.62 | |
Ordinary Shares Fair Value Per Share at Grant Date | 1.62 | |
Per Share Intrinsic Value of Options | $ 1.54 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Share Option Granted, Exercise Price, Fair Value, Intrinsic Value (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Apr. 01, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Granted | 1,907,605 | 258,026 | ||
Exercise Price | $ 3.22 | |||
Number of options cancelled | 863,005 | |||
Chief Executive Officer [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 | |||
Number of options cancelled | 138,227 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Weighted-Average Assumptions to Share Options Issued (Detail) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.61% | 0.77% |
Expected lives (years) | 6 years | 6 years |
Volatility | 74.40% | 73.70% |
Grant date fair value (per share) | $ 3.22 | $ 5.38 |
Number granted | 1,907,605 | 258,026 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of RSUs (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Mar. 31, 2022 shares | |
Time Based Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 2,267,648 |
Weighted Average Remaining Vesting Period (Months) | 13 months |
Milestone And Performance Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 1,249,910 |
Milestone Vesting [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding | 24,549 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current - Federal | $ 100 | $ (126) |
Deferred - Federal | (1,061) | (1,128) |
Income tax (provision) benefit | $ (961) | $ (1,254) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line items] | |||
Statutory standard corporate income tax rate | 25% | ||
Provision for income taxes | $ 961,000 | $ 1,254,000 | |
Additional deferred tax expense | 1,200,000 | ||
Net operating loss carry forwards | 363,000,000 | ||
Net operating loss carry forwards, subject to expiration | $ 28,400,000 | ||
Net operating loss carry forwards expiration year, beginning | 2023 | ||
Net operating loss carry forwards expiration year, ending | 2029 | ||
Net operating loss carry forwards expiration period | 20 years | ||
Corporate income tax rate | 25% | ||
Deferred tax expense | $ 335,000 | ||
Unrecognized benefit | 1,216,000 | 1,216,000 | $ 1,216,000 |
Interest expense carryforward, disqualified as interest expense | 613,000 | ||
Impact of reassessment of transfer pricing policies | 603,000 | ||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 | |
Tax charge on other comprehensive loss | 0 | ||
Tax Year 2042 [Member] | |||
Income Taxes [Line items] | |||
Net operating loss carry forwards, subject to expiration | $ 200 | ||
Jersey Taxing Authority [Member] | |||
Income Taxes [Line items] | |||
Statutory standard corporate income tax rate | 0% | ||
Corporate income tax rate | 0% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Income Tax Expenses at the Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Impact of tax uncertainties | $ (1,200) | |
Tax rate change | $ (335) | |
Foreign tax rate differential | 5,214 | 2,362 |
(Increase) decrease in valuation allowance against deferred tax assets | (5,840) | (2,416) |
Income tax (provision) benefit | $ (961) | $ (1,254) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Provisions and reserves | $ 716 | $ 1,022 |
Operating lease liability | 4,640 | 4,100 |
Research and development | 20 | 672 |
Net operating loss carry forwards | 28,421 | 22,628 |
Gross deferred tax assets | 33,797 | 28,422 |
Fixed asset basis difference | (2,252) | (2,289) |
Operating lease right-of-use assets | (4,640) | (4,100) |
Gross deferred tax liabilities | 6,892 | 6,389 |
Net deferred tax asset | 26,905 | 22,033 |
Valuation allowance | 28,770 | 22,930 |
Net deferred taxes | $ (1,865) | $ (897) |
Income Taxes - Classification o
Income Taxes - Classification of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net noncurrent deferred tax assets | $ 123 | $ 255 |
Net noncurrent deferred tax liabilities | (1,988) | (1,152) |
Net deferred taxes | $ (1,865) | $ (897) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Uncertainties [Abstract] | ||
Balance at beginning of period | $ 1,216 | $ 1,216 |
Increases related to current year tax positions | 0 | 0 |
Increases related to prior years tax positions | 0 | 0 |
Balance at end of period | $ 1,216 | $ 1,216 |
Pension Plans - Additional Info
Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution pension cost | $ 833 | $ 581 | ||
Accumulated pension obligation | 29,555 | 22,648 | $ 18,789 | |
Plan assets | 24,778 | 15,751 | $ 12,436 | |
Net funded status | (4,777) | (6,897) | ||
Contributions paid by plan participants | 11,124 | 2,704 | ||
Cumulative amounts recognized in other comprehensive income | 95 | 3,035 | ||
Cumulative amounts recognized in other comprehensive income, net gain/loss | (452) | 2,431 | ||
Cumulative amounts recognized in other comprehensive income, prior service cost | 547 | 605 | ||
Contributions paid or to be paid by employer | 1,624 | 1,333 | ||
Scenario, Forecast [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Contributions paid or to be paid by employer | $ 1,948 | |||
New Employees [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Contributions paid by plan participants | $ 10,056 | $ 1,768 |
Pension Plans - Reconciliation
Pension Plans - Reconciliation of Benefit Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Pension benefit obligation, beginning of year | $ 22,648 | $ 18,789 |
Service cost | 2,498 | 2,272 |
Contributions paid by plan participants | 11,124 | 2,704 |
Interest cost | 96 | 126 |
Benefits paid | (4,822) | (2,207) |
Prior service cost | 0 | 0 |
Actuarial loss / (gain) | (2,443) | 648 |
Foreign currency translation | 454 | 316 |
Pension benefit obligation, end of year | $ 29,555 | $ 22,648 |
Pension Plans - Reconciliatio_2
Pension Plans - Reconciliation of Plan Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Fair value of plan assets, beginning of year | $ 15,751 | $ 12,436 |
Actual return on plan assets | 805 | 1,293 |
Contributions paid by employer | 1,624 | 1,333 |
Contributions paid by plan participants | 11,124 | 2,704 |
Benefits paid | (4,822) | (2,207) |
Foreign currency translation | 296 | 192 |
Fair value of plan assets, end of year | $ 24,778 | $ 15,751 |
Pension Plans - Reconciliatio_3
Pension Plans - Reconciliation of Funded Status (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Pension benefit obligation, end of year | $ 29,555 | $ 22,648 | $ 18,789 |
Fair value of plan assets, end of year | 24,778 | 15,751 | $ 12,436 |
Net funding obligation, end of year | $ (4,777) | $ (6,897) |
Pension Plans - Assumptions Use
Pension Plans - Assumptions Used to Determine Pension Benefit Obligation (Detail) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Price inflation | 1% | 1% |
Discount rate | 1.30% | 0.35% |
Interest rate on retirement savings capital | 1.30% | 0.60% |
Expected return on plan assets | 1.75% | 1.75% |
Average rate of salary increase | 1% | 1% |
Pension Plans - Schedule of Net
Pension Plans - Schedule of Net Pension Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Employer service cost | $ 2,498 | $ 2,272 |
Interest cost | 96 | 126 |
Expected return on plan assets | (352) | (243) |
Amortization of prior service credit | 58 | 58 |
Amortization of net loss | 0 | 0 |
Net pension cost | $ 2,300 | $ 2,213 |
Pension Plans - Schedule of Pro
Pension Plans - Schedule of Provision for Pension Benefit Obligation Recognized in Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Net actuarial (gain) / loss | $ (2,883) | $ (389) |
Amortization of prior service credit | (58) | (58) |
Amortization of net loss | 0 | 0 |
Provision for pension benefit obligation | $ (2,941) | $ (447) |
Pension Plans - Schedule of Ben
Pension Plans - Schedule of Benefit Payments Expected to be Paid (Detail) $ in Thousands | Mar. 31, 2022 USD ($) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
2023 | $ 1,382 |
2024 | 1,428 |
2025 | 1,451 |
2026 | 1,534 |
2027 | 1,511 |
2028 to 2031 | $ 12,500 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss available to ordinary shareholders - basic and diluted | $ (125,130) | $ (111,032) |
Net loss available to ordinary shareholders - basic and diluted | $ (125,130) | $ (111,032) |
Denominator: | ||
Weighted-average shares outstanding - basic and diluted | 101,910,562 | 91,637,966 |
Loss per share - basic and diluted | $ (1.23) | $ (1.21) |
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 | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 26,970,495 | 2,888,719 |
Conversion Of Senior Convertible Notes At Five Point Six Seven 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 | |
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 | 2,850,548 | 1,810,785 |
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 | 3,517,558 | 902,409 |
Exercise Of Warrants At $16.14 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 111,525 | 111,525 |
Exercise Of Warrants At $9.375 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 64,000 | 64,000 |
Exercise Of Warrants At $4.00 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,844,020 | |
Consent Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 64,330 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
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 |
Exercise Of Warrants At $4.00 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Exercise price of warrants per share | $ 4 | $ 4 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) £ in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 USD ($) ft² Sublease | Mar. 31, 2021 USD ($) | Mar. 31, 2022 GBP (£) ft² | |
Lessee Lease Description [Line Items] | |||
Number of sublease agreements | Sublease | 0 | ||
Area of conventional reagents manufacturing facility | ft² | 87,200 | 87,200 | |
Lease commencement period | 2018-03 | ||
Lease expiration period | 2052-09 | ||
Lease term | 5 years | 5 years | |
Lessee, operating lease, extended term | 8 years | 8 years | |
Lessee, operating lease, option to extend, description | This lease was extended for a further five-year period to March 14, 2025 and allows for the option to extend this lease through March 14, 2030. | ||
Lessee, operating lease, existence of option to extend | true | ||
Lessee, operating lease, expiration date | Mar. 14, 2030 | ||
Operating lease right-of-use assets | $ 29,411 | $ 22,011 | |
Operating lease liability | 32,288 | 24,354 | |
Operating lease liability, current | $ 3,535 | $ 3,446 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance lease right of use asset | $ 908 | $ 1,384 | |
Finance lease liability | 925 | 1,280 | |
Finance lease liability, current | 537 | 835 | |
Other Non-current Assets [Member] | |||
Lessee Lease Description [Line Items] | |||
Rent deposit | $ 4,700 | $ 5,000 | £ 3,600 |
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease term | 1 year | 1 year |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Elements of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 4,705 | $ 4,414 |
Finance lease cost | ||
Amortization of right-of-use asset | 826 | 998 |
Interest on lease liabilities | 147 | 129 |
Short-term lease cost | 94 | 62 |
Total lease cost | $ 5,772 | $ 5,603 |
Lease Commitments - Summary of
Lease Commitments - Summary of Other Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating leases - operating cash flows | $ 4,311 | $ 3,793 |
Finance leases - financing cash flows | 713 | 633 |
Finance leases - operating cash flows | 147 | 129 |
Non-cash leases activity | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 9,969 | 332 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 594 | $ 130 |
Weighted average remaining lease terms (in years) | ||
Operating leases | 25 years 9 months 18 days | 29 years 6 months |
Finance leases | 3 years 6 months | 1 year 7 months 6 days |
Weighted average discount rate | ||
Operating leases | 10.60% | 10.90% |
Finance leases | 6.40% | 9.10% |
Lease Commitments - Schedule _2
Lease Commitments - Schedule of Future Lease Payments Required Under Non-Cancellable Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 3,932 | |
2024 | 4,362 | |
2025 | 4,409 | |
2026 | 4,466 | |
2027 | 4,524 | |
Thereafter | 73,702 | |
Total lease payments | 95,395 | |
Less : imputed interest | (63,107) | |
Total operating lease liabilities | $ 32,288 | $ 24,354 |
Lease Commitments - Schedule _3
Lease Commitments - Schedule of Future Lease Payments Required Under Finance Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 618 | |
2024 | 337 | |
2025 | 59 | |
2026 | 23 | |
Thereafter | 1,037 | |
Total lease payments | 1,037 | |
Less : imputed interest | (112) | |
Total finance lease liabilities | $ 925 | $ 1,280 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Oct. 25, 2025 | Jun. 24, 2022 | Jun. 23, 2022 | Jul. 15, 2025 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate gross proceeds from underwritten public offering | $ 20 | |||
Number Of Ordinary Shares | 66,666,667 | |||
Net proceeds from issuance of shares | $ 18.5 | |||
Additional number of ordinary shares purchased | 10,000,000 | |||
Warrants Exercisable Percentage | 5% | |||
Subsequent Event [Member] | Common Stock And Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price of warrants | $ 0.75 | |||
Secured Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance of long term debt | $ 132.9 | |||
Secured Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument Principal Payment | $ 93 | $ 2.5 | ||
Cash and other benefits reserved | 8 | |||
Secured Notes [Member] | Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument Principal Payment | 24.2 | |||
Secured Notes [Member] | Subsequent Event [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument Principal Payment | $ 12.1 |