UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8‑K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2018 (May 24, 2018)

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QUOTIENT LIMITED
(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands

001‑36415

Not Applicable

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

B1, Business Park Terre Bonne,
Route de Crassier 13,

1262 Eysins, Switzerland

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 011-41-22-716-9800

n/a
(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

 

Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

 

Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

Item 2.02.  Results of Operations and Financial Condition.

On May 29, 2018, Quotient Limited (“the Company”) issued an earnings release announcing its financial results for the year ended March 31, 2018.  A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information in Item 2.02 of this Current Report, including exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item   5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.

 

On May 24, 2018, the Company entered into an employment agreement with Mr. Walt to continue to serve as the Company's Chief Executive Officer. The agreement has a two-year term, subject to earlier termination upon three months' prior written notice by either party; provided, however, that after December 31, 2019, Mr. Walt may resign for any reason without giving prior written notice. Pursuant to the agreement, Mr. Walt will be required to devote the majority of his business time and energy to the Company at the Company's premises in Jersey, Channel Islands, the U.S. and/or Switzerland and as otherwise required to perform the duties of Chief Executive Officer.

The agreement provides for:

 

a base salary of CHF750,000 per annum (the "Base Salary");

 

eligibility to receive an annual cash bonus of up to CHF750,000 based on the achievement of performance targets determined by the Board (the "Annual Bonus");

 

subject to the condition that the Company's shareholders approve an amendment during 2018 to the 2014 Stock Incentive Plan to increase the number of ordinary shares authorized for issuance thereunder (the "Condition"), as soon as reasonably practicable after the Condition is satisfied, a grant of (a) 91,743 restricted share units ("RSUs") (equal in value to approximately $600,000, based on the closing sale price of the Company's ordinary shares on The NASDAQ Global Market on May 24, 2018 of $6.54 per share) and (b) options to purchase 45,872 ordinary shares at an exercise price of $6.54 per share; and

 

until the month-end following Mr. Walt's last day of employment and during such time as Mr. Walt is commuting between his current home and the Company’s offices, reimbursement for the rental cost of a 1-bedroom apartment in the Geneva area for up to CHF2,500 per month.

The RSUs will vest in 12 equal monthly instalments beginning on the first monthly anniversary of May 24, 2018. The options will vest in two equal annual instalments beginning on the first anniversary of May 24, 2018.  

If the agreement is terminated by the Company without “cause” (as defined in the agreement), Mr. Walt's RSUs and options will vest and, in the case of options, become exercisable, in accordance with their terms, and the Company will pay to Mr. Walt:

 

all accrued but unpaid Base Salary through the date of termination of Mr. Walt's employment and any unpaid or unreimbursed expenses incurred by Mr. Walt in the performance of his duties;

 

the Base Salary for the remainder of the term of the agreement in equal monthly installments; and

 

a pro rata portion of the Annual Bonus for the year of termination.

The RSUs and options will also fully vest and, in the case of options, become exercisable, in accordance with their terms, upon a change in control.

 


 

The Company has agreed to indemnify Mr. Walt to the maximum extent permitted by its organizational documents and applicable law for any acts or decisions made in good faith while performing services for the Company.

The foregoing description of the terms of the agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

The following is a list of exhibits filed as part of this Current Report on form 8-K:

 

Exhibit 10.1 Employment Agreement, dated as of May 24, 2018, by and between Quotient Limited and Franz Walt

 

Exhibit 99.1 Earnings Release, dated May 29, 2018 .

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

QUOTIENT LIMITED

 

By:

 

/s/ Chris Lindop

 

Name: Chris Lindop

 

Title: Chief Financial Officer

Date: May 29, 2018

 

 

 

 

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement ") is entered into as of May 24, 2018 (the " Effective Date "), by and between Quotient Limited (the " Company "), or such affiliate of the Company as its Chairman of the Board of Directors of the Company (the " Board ") may designate, and Franz Walt (the " Executive ") (collectively, the "Parties").

A. The Company and the Executive are currently parties to a Part-Time Employment Agreement, dated March 26, 2018 (the "Existing Agreement") pursuant to which the Executive is serving as Chief Executive Officer of the Company on a part-time basis;

B. The Company and the Executive have agreed that the Executive shall serve as Chief Executive Officer on a full-time basis for a period of two years from the date of this Agreement; and

C. The Executive desires continue to provide services to the Company and is willing to do so on the terms and conditions set forth below.

In consideration of the above recitals and of the mutual promises and conditions in this Agreement, the Parties agree:

1. Services and Term .

1.1 Services .  The Executive will be employed by the Company as the Chief Executive Officer of the Company. The Executive will be required to devote the majority of his business time and energy to the Company at the Company's premises in Jersey, the U.S. and/or Switzerland and as otherwise required to perform the duties of Chief Executive Officer (the " Services "); provided, however, that the Company acknowledges that the Executive shall be entitled to perform the Services one business day per week on average from his residence in Flims, Canton of Grischun.

1.2 Term .  The Executive shall commence providing the Services on the Effective Date and continue providing the Services until the two-year anniversary of the Effective Date, unless this Agreement is terminated earlier by the Board or the Executive on three months prior written notice (the " Term "); provided, however, that from and after December 31, 2019, the Executive may resign for any reason without giving prior written notice.

2. Compensation and Benefits .

2.1 Compensation .  During the Term, the Company shall pay the Executive a salary at the rate of 750,000 CHF per annum (the " Base Salary "), in accordance with the customary payroll practices of the Company. For each fiscal year during the Term, the Executive shall be eligible to receive a cash bonus, subject to the achievement of Company and individual performance goals as determined by the Board, with a target amount of 750,000 CHF and prorated for a fiscal year in which the Executive is not employed by the Company for the full year (the " Annual Bonus "). Based on the extent of the Executive's overachievement of the performance goals as determined by the Board, the Executive is eligible to receive a bonus of up to 150% of the

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target Annual Bonus. The Annual Bonus shall be paid in the fiscal year following the fiscal year for which such Annual Bonus is earned , but in all events shall b e paid no later than May 31 of such following fiscal year .   

2.2 Equity Awards . As soon as reasonably practicable after the Quotient Limited 2014 Stock Incentive Plan, as amended in 2018, is approved by the Company's shareholders, the Company shall grant to the Executive Restricted Stock Units ("RSUs") and Stock Options ("Stock Options") pursuant to the agreements attached hereto as Exhibits A and B.  The number of Shares subject to the RSUs and Stock Options (and the exercise price of the Stock Options) shall be based on the closing price of the Ordinary Shares of the Company on the Effective Date.  RSUs granted pursuant to the Existing Agreement will continue to vest according to the schedule set forth therein and the underlying award agreements.

2.3 Benefits . The Executive shall be entitled to thirty vacation days per full calendar year, to be taken at such times as mutually agreed upon with the Board. Any social security payments legally due in connection with this Agreement with the Executive will be paid by the Company.

2.4 Apartment . Until the month-end following Executive's last day of employment and during such time as the Executive is commuting between the Executive’s current home and the Company’s offices, the Executive will be reimbursed for the rental cost of a 1-bedroom apartment in the Geneva area for up to 2500,- CHF per month.

3. Termination .

3.1 The Company may terminate the Executive's employment with or without Cause (as defined in the Quotient Limited 2014 Stock Incentive Plan) and, subject to the proviso in Section 1.1, the Executive may voluntarily terminate his employment, in each case, at any time for any reason or no reason upon three months prior written notice.  If the Executive's employment is terminated by the Company without Cause, then the Company shall pay to the Executive:

 

3.1.1

(a) all accrued but unpaid Base Salary through the date of termination of the Executive's employment, and (b) any unpaid or unreimbursed expenses incurred by the Executive in the performance of the Executive's duties;

 

3.1.2

the Base Salary for the remainder of the Term in equal monthly installments (in accordance with the Company's normal payroll policies);

 

3.1.3

a pro rata portion of the Annual Bonus for the year of termination, based on the achievement of performance goals for the applicable performance period payable no later than May 31 following the fiscal year to which the Annual Bonus relates; and

 

3.1.4

the RSUs and Stock Options granted pursuant to Section 2.2 shall vest and, in the case of the Stock Options, become exercisable, in accordance with their terms.  

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3.2 Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 3.1 unless the Executive executes and delivers to the Company a waiver and release on terms reasonably provided by the Company with in five business days of termination of his employment .

4. Indemnification of the Executive .  The Company will, to the maximum extent permitted by the Company's bylaws and applicable law, indemnify and hold the Executive harmless for any acts or decisions made in good faith while performing the Services; provided , however , that acts determined by the trier of facts to be acts of gross negligence or willful misconduct will not be deemed to be in good faith.  To the same extent, the Company will pay, and subject to any legal limitations (including the obligation to repay such advances), advance all expenses, including reasonable attorney fees and costs of court-approved settlements, actually and necessarily incurred by the Executive in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against the Executive by reason of the Executive's service to the Company while acting in good faith.

5. Resignation of Office .  Upon expiration of the Term, the Executive shall, at the request of the Board, resign from all offices the Executive may hold as an officer of the Company and from all other appointments or offices that the Executive holds as nominee or representative of the Company other than as a member of the Board.

6. Agreement Survives Merger or Dissolution .  This Agreement will survive any merger of the Company with any other entity, regardless of whether the Company is the surviving or resulting corporation, and any transfer of all or substantially all of the Company's assets to any other entity and to any such successor entity's subsequent successors or assigns.  In the event of any such merger or transfer of assets, the provisions of this Agreement will be binding on and inure to the benefit of the surviving business entity or the business entity to which such assets will be transferred.

7. Assignment .  This Agreement may not be assigned by the Executive.  The Company may assign this Agreement without the consent of the Executive.

8. Integration .  This Agreement contains the entire agreement between the Parties pertaining to the subject matter addressed in this Agreement and supercedes in its entirety the Existing Agreement.

9. Amendment/Novation .  No modifications, amendments, deletions, additions, or novations to or of this Agreement will be effective unless they are completely and unambiguously contained in a writing signed by the Executive and by an authorized officer of the Company.

10. Choice of Law; Venue .  This Agreement and any dispute arising from the relationship between the Parties will be governed by and construed under and according to the laws of the State of Delaware without regard to its conflict of laws provisions.  The venue for any action hereunder will be in the State of Delaware, whether or not such venue is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of the state and federal courts seated of Delaware.  Any dispute or controversy arising under or relating to this Agreement and the Executive's services hereunder (whether based on contract or tort or other common law or upon

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any federal, state or local statute or regulation, including, without limitation, claims of discrimination, harassment and retaliation under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of either the Executive or the Company , be submitted to JAMS for resolution in arbitration in accordance with the then-current rules and procedures of JAMS for employment-related disputes .   Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 30 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy), and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this Section  9 .   Any such arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any available streamlined or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration for both parties .   The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding .   Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose; provided , however , the parties may agree after the commencement of a proceeding to hold the arbitration in another jurisdiction .   If at the time any dispute or controversy arises with respect to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for purposes of this Section  9 , and the arbitration will be conducted in accordance with the then current AAA Employment Arbitration Rules & Mediation Procedures.

11. Notices .  Any notice to the Company required or permitted under this Agreement will be given in writing to the Company, either by personal service, facsimile, or by registered or certified mail, postage prepaid.  Any notice to the Executive will be given in a like manner and, if mailed, will be addressed to the Executive at the Executive's home address then shown in the Company's files.  For the purpose of determining compliance with any time limit in this Agreement, a notice will be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, (b) on the same business day given by facsimile, e-mail, or other electronic transmission, or (c) on the second (2nd) business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this Section 10.  As of the date this Agreement is executed, notice is to be given at the following addresses:

To the Company:

Quotient Limited
PO Box 1075, Elizabeth House
9 Castle Street
St Helier
Jersey JE4 2QP
Channel Islands
Attn: Heino von Prondzynski
E-mail:  [E-mail]

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To the Executive :

Franz Walt
[Address]

Copy to:

Quotient Limited
Pentlands Science Park
Bush Loan, Penicuik
Midlothian EH26 0PZ
United Kingdom
Attn:  
Fax:  +(44) 1638-724200

12. Withholding .  The Company shall be entitled to withhold from any payments or deemed payments or in-kind payments hereunder any amount of tax withholding it determines to be required by law.

13. Headings .  The headings in this Agreement are inserted for convenience only; are not part of this Agreement, will not in any manner affect the meaning of this Agreement or any paragraph, term, and/or provision of this Agreement; and will not be deemed or interpreted to be a part of this Agreement for any purpose.

14. Construction .  The language of this Agreement will, for any and all purposes, be construed as a whole, according to its fair meaning, not strictly for or against the Executive, on the one hand, or the Company, on the other hand, and without regard to the identity or status of any person or persons who drafted all or any part of this Agreement.

15. No Waiver .  No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy.  No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.

16. Faxed or Photocopied Signatures .  A faxed or photocopied signature will have the same effect as an original signature.

17. Right to Counsel .  The undersigned, the Executive, has read the foregoing Agreement and has taken the time necessary to review completely and fully understand it.  The undersigned, the Executive, has had the unrestricted right and opportunity to have each and every paragraph, term, and provision of the foregoing Agreement and each and every result and consequence of its execution by the undersigned, the Executive, fully explained to the Executive by legal counsel selected and retained solely by the Executive.

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18. Clawback Policies .    All amounts payable under this Agreement or otherwise by the Company to the Executive shall be subject to the terms of the Company 's "clawback" policies as in effect from time to time.

 

The undersigned fully understands the foregoing Agreement, accepts, and agrees to each and every paragraph, term, and provision contained in it, and fully accepts and agrees to it as binding the Executive for any and all purposes whatsoever.

the Company:  QUOTIENT LIMITED

 

By:

   /s/ Heino von Prondzynsky
Name:Heino von Prondzynski
Title:Chairman

 

By:

   /s/ Franz Walt
Name:Franz Walt
Title:Executive

 

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EXHIBIT A
RESTR ICTED STOCK UNIT AGREEMENT

Sch. 1-1

 

 

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EXHIBIT B
STOCK OPTION AWARD AGREEMENT

Sch. 2-1

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Exhibit 99.1

 

 

 

 

 

Quotient Limited Reports Fourth Quarter and Fiscal Year 2018 Financial Results and Updates on CEO Appointment and MosaiQ TM European Field Trials

 

MosaiQ European field trial which commenced on May 17, 2018 is ongoing

Franz Walt is appointed as Chief Executive Officer

Fourth quarter product revenues of $6.1 million, up 29.6%

JERSEY, Channel Islands, May 29, 2018 (GLOBENEWSWIRE) -- Quotient Limited (NASDAQ:QTNT), a commercial-stage diagnostics company, today reported continued progress on the commercialization of MosaiQ and financial results for its fourth quarter and fiscal year ended March 31, 2018. The Company also reported the appointment of Franz Walt to the position of Chief Executive Officer. Mr Walt has 30 years’ experience in leadership roles at two of the largest and most influential global healthcare companies, Siemens Healthineers and Roche.

Franz Walt, Chief Executive Officer of Quotient said “In my capacity as full time CEO I am very pleased to report our progress with respect to European field trials for the initial blood grouping (IH) microarray which began earlier this month. The concordance phase of the field trial is ongoing. Based on our daily discordance analysis thus far we remain confident in the likely outcome of this phase of the trial and reaffirm our plan to report final concordance data in June. Mr. Walt added, “The MosaiQ platform has the potential to deliver substantial savings to our customers by providing ‘walk away’ automation and standardized testing workflows while affordably permitting the comprehensive characterization of all units of donated blood.”

MosaiQ Platform

MosaiQ, Quotient's next-generation platform is designed to deliver fast, comprehensive antigen typing, antibody detection and disease screening results, using a single low volume sample in a high throughput automated format. MosaiQ represents a transformative and highly disruptive unified testing platform for transfusion diagnostics. Feasibility has also been demonstrated with respect to the detection of nucleic acids (DNA or RNA) using the MosaiQ platform. Through MosaiQ, Quotient expects to deliver substantial value to donor testing laboratories worldwide by providing affordable, routine comprehensive characterization and screening of blood products, on a single automated instrument platform designed to radically reduce labor costs and complexity associated with existing practice.

 

 


 

Regulatory and Commercial Milestones

European Regulatory Approval – Quotient expects to file for European regulatory approvals for our initial MosaiQ IH microarray in the second half of calendar 2018 and for the initial Serological Disease Screening (SDS)  microarray in the first half of calender 2019

European Commercialization – Quotient has already received invitations to participate in tenders once MosaiQ has obtained European approval for the initial IH microarray

IH Microarray Ongoing Development – Quotient plans for the expansion of the IH antigen testing menu during the second half of calendar 2018

U.S. Field Trials – Quotient expect to commence U.S. field trials with the expanded antigen testing menu in the first half of calendar 2019

U.S. Regulatory Approval – Quotient expects to file for U.S. and European regulatory approval for the expanded IH microarray in the second half of calendar 2019

Franz Walt commented “Having achieved the milestone of starting the European field trial and based on everything we have learned so far, we have slightly modified our time lines for the completion of our second blood typing microarray which is planned to include antibodies for the detection of up to an additional 13 clinically significant antigens. This microarray will be the product that we expect to take into U.S. field trials in the first half of 2019.”

Fiscal Fourth Quarter and Full Year Financial Results

“The conventional reagent business generated record results in terms of revenue and profitability during fiscal 2018, with product revenues growing 18.8% year-over-year,” said Franz Walt. “Quotient generated gross profit of 58.7% and 930 basis points of gross margin improvement on product sales during the fourth quarter of fiscal 2018.  We are targeting a continuation of solid growth and profitability for this business in the coming fiscal year.”

Key revenue and profit results are summarized below (expressed in thousands):

 

 

Quarter Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales —OEM Customers

 

$

4,275

 

 

$

3,356

 

 

$

16,900

 

 

$

14,216

 

Product sales — direct customers and distributors

 

 

1,849

 

 

 

1,370

 

 

 

7,013

 

 

 

5,911

 

Other revenues

 

 

13

 

 

 

800

 

 

 

819

 

 

 

2,100

 

Total revenue

 

$

6,137

 

 

$

5,526

 

 

$

24,732

 

 

$

22,227

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales from standing orders (%)

 

 

77

%

 

 

81

%

 

 

75

%

 

 

76

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

3,609

 

 

$

3,136

 

 

$

14,261

 

 

$

11,383

 

Gross profit as a % of total revenue

 

 

58.8

%

 

 

56.7

%

 

 

57.7

%

 

 

51.2

%

Gross margin on product sales (%)

 

 

58.7

%

 

 

49.4

%

 

 

56.2

%

 

 

46.1

%

Operating (loss)

 

$

(17,927

)

 

$

(17,739

)

 

$

(69,988

)

 

$

(74,059

)

 

 


 

Capital expenditures totaled $ 21.6 million in fiscal 2018 (“ FY1 8 ”) , compared with $2 0.2 million in fiscal 2017 (“ FY1 7 ”) , reflecting continued investment in the Eysins, Switzerland manufacturing facility and manufacturing equipment for MosaiQ consumables , along with expenditures related to the construction of our new conventional reagent manufacturing facility near Edinburgh, Scotland .

Quotient ended 4QFY18 with $ 25.8 million in cash and other short-term investments, $85.0 million of long-term debt and $5.0 million in an offsetting long term restricted cash reserve account. Quotient’s near-term funding plans include the expected issuance of an additional $36 million aggregate principal amount of its 12% senior secured notes upon the publication of European field trial results for the MosaiQ IH microarray reflecting concordance with predicate technologies of at least 99% for antigen typing and 95% for antibody detection and up to $49 million from the exercise of warrants issued in October 2017 with an exercise price of $5.80 per share.

Outlook for the Fiscal Year Ending March 31, 2019

Total product sales in the range of $25 to $26 million compared to product sales in FY18 of $23.9 million. Other revenue (product development fees) of approximately $1.5 million are also expected to be earned during the year. Forecast other revenue assumes the receipt of milestone payments contingent upon achievement of regulatory approval for certain products under development. The receipt of these milestone payments involves risks and uncertainties

Operating loss in the range of $50 to $60 million including non-cash charges for depreciation, amortization and stock compensation totaling approximately $15 million.

Capital expenditures in the range of $5 to $10 million.

Product sales in the first quarter of fiscal 2019 (“FY19”) are expected to be within the range of $6.7 to $7.3 million, compared with $6.2 million for the first quarter of FY18.

Quarterly product sales can fluctuate depending upon the shipment cycles for red blood cell based products, which account for approximately two-thirds of current product sales. These products typically experience 13 shipment cycles per year, equating to three shipments of each product per quarter, except for one quarter per year when four shipments occur. The timing of shipment of bulk antisera products to OEM customers may also move revenues from quarter to quarter. Some seasonality in demand is also experienced around holiday periods in both Europe and the United States. As a result of these factors, Quotient expects to continue to see seasonality and quarter-to-quarter variations in product sales. The timing of product development fees included in other revenues is mostly dependent upon the achievement of pre-negotiated project milestones.

The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that Quotient will continue as a going concern. However, the Company has incurred net losses from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $275.6 million as of March 31, 2018. The Company expects to include disclosure within its Annual Form 10-K in respect of certain conditions concerning the Company’s overall liquidity position that raise

 


 

substantial doubt about its ability to continue as a going concern, which the Company’s auditors will also reference in their report on the Company’s consolidated financial statements.

Conference Call

Quotient will host a conference call on Tuesday, May 29 at 8:00 a.m. Eastern Time to discuss its fourth quarter fiscal 2018 financial results. Participants may access the call by dialing 1-877-407-0784 in the U.S. or 1-201-689-8560 outside the U.S. The conference call will be webcast live on the Company’s website at www.quotientbd.com.

A replay of this conference call will be available through June 6 by dialing 1-844-512-2921 in the U.S. or 1-412-317-6671 outside the U.S. The replay access code is 13679376.

About Quotient Limited

Quotient is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQ technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic platforms. The Company’s operations are based in Eysins, Switzerland, Scotland and the U.S.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding our expectations of continued growth, the development, regulatory approval, commercialization and impact of MosaiQ and other new products, current estimates of first quarter and full year FY19 operating results and expectations regarding our future funding sources. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include delays or denials of regulatory approvals or clearances for products or applications; market acceptance of our products; the impact of competition; the impact of facility expansions and expanded product development, clinical, sales and marketing activities on operating expenses; delays or other unforeseen problems with respect to manufacturing, product development or field trial studies; including risks and uncertainties associated with any variation between preliminary and final study results; adverse results in connection with any ongoing or future legal proceeding; continued or worsening adverse conditions in the general domestic and global economic markets; as well as the other risks set forth in the Company's filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Quotient disclaims any obligation to update these forward-looking statements.

 

 


 

The Quotient logo and MosaiQ are registered trademarks or trademarks of Quotient Limited and its subsidiaries in various jurisdictions.

CONTACT: Chris Lindop, Chief Financial Officer – chris.lindop@quotientbd.com; +41 22 545 52 26


 


 

 

Quotient Limited

Condensed Consolidated Statements Of Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

 

 

Quarter Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

6,124

 

 

$

4,726

 

 

$

23,913

 

 

$

20,127

 

Other revenues

 

 

13

 

 

 

800

 

 

 

819

 

 

 

2,100

 

Total revenue

 

 

6,137

 

 

 

5,526

 

 

 

24,732

 

 

 

22,227

 

Cost of revenue

 

 

2,528

 

 

 

2,390

 

 

 

10,471

 

 

 

10,844

 

Gross profit

 

 

3,609

 

 

 

3,136

 

 

 

14,261

 

 

 

11,383

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

1,886

 

 

 

1,294

 

 

 

7,347

 

 

 

5,660

 

Research and development, net

 

 

13,259

 

 

 

13,585

 

 

 

51,202

 

 

 

57,064

 

General and administrative expense

 

 

6,391

 

 

 

5,996

 

 

 

25,700

 

 

 

22,718

 

Total operating expense

 

 

21,536

 

 

 

20,875

 

 

 

84,249

 

 

 

85,442

 

Operating loss

 

 

(17,927

)

 

 

(17,739

)

 

 

(69,988

)

 

 

(74,059

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(3,709

)

 

 

(3,351

)

 

 

(15,365

)

 

 

(9,903

)

Other, net

 

 

888

 

 

 

781

 

 

 

2,366

 

 

 

(1,107

)

Other expense, net

 

 

(2,821

)

 

 

(2,570

)

 

 

(12,999

)

 

 

(11,010

)

Loss before income taxes

 

 

(20,748

)

 

 

(20,309

)

 

 

(82,987

)

 

 

(85,069

)

Provision for income taxes

 

 

649

 

 

 

 

 

 

649

 

 

 

 

Net loss

 

$

(20,099

)

 

$

(20,309

)

 

$

(82,338

)

 

$

(85,069

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of effective portion of

     foreign currency cash flow hedges

 

$

(104

)

 

$

29

 

 

$

305

 

 

$

(63

)

Unrealized gain on short-term investments

 

 

(19

)

 

 

 

 

 

6

 

 

 

19

 

Foreign currency gain (loss)

 

 

1,097

 

 

 

(594

)

 

 

2,240

 

 

 

(6,215

)

Provision for pension benefit obligation

 

 

(25

)

 

 

46

 

 

 

107

 

 

 

(410

)

Other comprehensive income (loss)

 

 

949

 

 

 

(519

)

 

 

2,658

 

 

 

(6,669

)

Comprehensive loss

 

$

(19,150

)

 

$

(20,828

)

 

$

(79,680

)

 

$

(91,738

)

Net loss available to ordinary shareholders

     - basic and diluted

 

$

(20,099

)

 

$

(20,309

)

 

$

(82,338

)

 

$

(85,069

)

Loss per share - basic and diluted

 

$

(0.44

)

 

$

(0.69

)

 

$

(2.02

)

 

$

(3.02

)

Weighted-average shares outstanding - basic and

     diluted

 

 

45,620,457

 

 

 

29,540,220

 

 

 

40,839,309

 

 

 

28,145,472

 


 


 

Quotient Limited

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

 

 

 

 

 

 

March 31,

2018

 

 

March 31, 2017

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,165

 

 

$

4,754

 

Short-term investments

 

 

5,669

 

 

 

16,057

 

Trade accounts receivable, net

 

 

2,862

 

 

 

2,556

 

Inventories

 

 

16,278

 

 

 

13,636

 

Prepaid expenses and other current assets

 

 

7,065

 

 

 

3,629

 

Total current assets

 

 

52,039

 

 

 

40,632

 

Cash reserve account

 

 

5,040

 

 

 

5,040

 

Property and equipment, net

 

 

60,156

 

 

 

63,530

 

Intangible assets, net

 

 

914

 

 

 

769

 

Deferred income taxes

 

 

649

 

 

 

 

Other non-current assets

 

 

5,043

 

 

 

 

Total assets

 

$

123,841

 

 

$

109,971

 

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,441

 

 

$

10,782

 

Accrued compensation and benefits

 

 

5,312

 

 

 

3,641

 

Accrued expenses and other current liabilities

 

 

15,340

 

 

 

13,509

 

Current portion of lease incentive

 

 

443

 

 

 

422

 

Capital lease obligation

 

 

515

 

 

 

1,374

 

Total current liabilities

 

 

27,051

 

 

 

29,728

 

Long-term debt

 

 

85,063

 

 

 

80,704

 

Lease incentive, less current portion

 

 

443

 

 

 

844

 

Capital lease obligation, less current portion

 

 

1,422

 

 

 

174

 

Defined benefit pension plan obligation

 

 

6,168

 

 

 

5,337

 

7% Cumulative redeemable preference shares

 

 

18,325

 

 

 

17,275

 

Total liabilities

 

 

138,472

 

 

 

134,062

 

Total shareholders' deficit

 

 

(14,631

)

 

 

(24,091

)

Total liabilities and shareholders' deficit

 

$

123,841

 

 

$

109,971

 


 


 

Quotient Limited

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

Year ended March 31,

 

 

 

2018

 

 

2017

 

 

2016

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(82,338

)

 

$

(85,069

)

 

$

(33,878

)

Adjustments to reconcile net loss to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and loss on disposal of fixed assets

 

 

10,405

 

 

 

9,461

 

 

 

2,945

 

Share-based compensation

 

 

4,156

 

 

 

4,221

 

 

 

2,004

 

Amortization of lease incentive

 

 

(435

)

 

 

(428

)

 

 

(434

)

Swiss pension obligation

 

 

659

 

 

 

616

 

 

 

 

Amortization of deferred debt issue costs

 

 

4,359

 

 

 

6,774

 

 

 

1,472

 

Accrued preference share dividends

 

 

1,050

 

 

 

1,050

 

 

 

1,050

 

Deferred income taxes

 

 

(649

)

 

 

 

 

 

 

Change in financial liability for share warrants

 

 

 

 

 

 

 

 

(15,857

)

Net change in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable, net

 

 

(87

)

 

 

(584

)

 

 

(519

)

Inventories

 

 

(1,741

)

 

 

(1,766

)

 

 

(8,126

)

Accounts payable and accrued liabilities

 

 

(3,310

)

 

 

9,960

 

 

 

955

 

Accrued compensation and benefits

 

 

1,596

 

 

 

778

 

 

 

812

 

Other assets

 

 

(2,083

)

 

 

(1,213

)

 

 

2,603

 

Net cash used in operating activities

 

 

(68,418

)

 

 

(56,200

)

 

 

(46,973

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Increase in short-term investments

 

 

(78,000

)

 

 

(30,009

)

 

 

 

Realization of short-term investments

 

 

88,395

 

 

 

13,971

 

 

 

 

Purchase of property and equipment

 

 

(21,604

)

 

 

(20,155

)

 

 

(28,906

)

Sale of property and equipment

 

 

19,741

 

 

 

 

 

 

 

Payment of rent deposit

 

 

(5,043

)

 

 

 

 

 

 

Purchase of intangible assets

 

 

(150

)

 

 

(71

)

 

 

(71

)

Net cash from (used in) investing activities

 

 

3,339

 

 

 

(36,264

)

 

 

(28,977

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of finance leases

 

 

(1,692

)

 

 

(141

)

 

 

(39

)

Proceeds from drawdown of new debt

 

 

 

 

 

84,000

 

 

 

15,500

 

Repayment of debt

 

 

 

 

 

(33,450

)

 

 

(500

)

Debt issue costs

 

 

 

 

 

(5,530

)

 

 

(703

)

Increase in cash reserve account

 

 

 

 

 

(5,040

)

 

 

 

Proceeds from issuance of ordinary shares and warrants

 

 

84,984

 

 

 

16,703

 

 

 

71,390

 

Net cash generated from financing activities

 

 

83,292

 

 

 

56,542

 

 

 

85,648

 

Effect of exchange rate fluctuations on cash and cash equivalents

 

 

(2,802

)

 

 

(3,424

)

 

 

(3,123

)

Change in cash and cash equivalents

 

 

15,411

 

 

 

(39,346

)

 

 

6,575

 

Beginning cash and cash equivalents

 

 

4,754

 

 

 

44,100

 

 

 

37,525

 

Ending cash and cash equivalents

 

$

20,165

 

 

$

4,754

 

 

$

44,100

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid

 

$

 

 

$

 

 

$