UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): August 4, 2020

 


 

OXFORD IMMUNOTEC GLOBAL PLC

(Exact name of registrant as specified in its charter)

 


 

England and Wales

(State or other jurisdiction

of incorporation)

 

001-36200

98-1133710

(Commission
File Number)

(IRS Employer
Identification No.)

 

94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom

(Address of principal executive offices)

 

Registrant’s telephone number including area code +44 (0) 1235 442780

 


 

 

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:

 

Written communication 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which

registered

Ordinary Shares, £0.006705

nominal value per share

OXFD

The Nasdaq Global Market

 

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

 

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 August 4, 2020, Oxford Immunotec Global PLC (the “Company”) announced, via press release, its financial results for the second quarter of 2020 (the “Press Release”). The Press Release is incorporated herein by reference solely for purposes of this Item 2.02 disclosure.

 

The Press Release is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K pursuant to General Instruction B.2 of Form 8-K, and the information provided in this Item 2.02 of this report, and Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information provided in Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Exhibit Description

 

 

 

99.1

 

Press Release dated August 4, 2020.

 

 

 

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.

 

Date: August 4, 2020

 

 

OXFORD IMMUNOTEC GLOBAL PLC

 

 

 

 

By:

/s/ Matthew T E McLaughlin

 

 

Matthew T E McLaughlin

 

 

Chief Financial Officer

 

 

 
ex_196403.htm

Exhibit 99.1

 

 

 

Oxford Immunotec Reports Second Quarter 2020 Financial Results

 

 

Second quarter revenue of $5.8 million, a decrease of 70% compared to prior year period, due to the impact of COVID-19

 

Ended the quarter with approximately $165 million of cash and cash equivalents

 

Third quarter revenue estimated to be between $18 - $19 million

 

 

OXFORD, United Kingdom and MARLBOROUGH, Mass., August 4, 2020 (GLOBE NEWSWIRE) -- Oxford Immunotec Global PLC (Nasdaq: OXFD) (the “Company”), a global diagnostics company, today announced second quarter 2020 financial results.

 

“We knew revenue would be significantly impacted in the quarter, however, we were able to keep advancing our strategic priorities and ensuring the business is set to return to growth mode coming out of the pandemic,” said Dr. Peter Wrighton-Smith, Chief Executive Officer of Oxford Immunotec. “Testing volumes are recovering in all regions and, absent a significant global re-emergence of COVID-19, we are confident in a strong recovery in the business.”

 

Revenues, broken out by geographic location, were as follows, in millions:

 

   

Three Months Ended June 30,

 
                   

Percent Change

 
   

2020

   

2019

   

As Reported

   

Constant

Currency (1)

 
                                 

United States

  $ 1.2     $ 7.8       (85 )%     (85 )%

Europe & ROW

    1.0       2.2       (54 )%     (53 )%

Asia

    3.6       9.6       (62 )%     (63 )%

Total Revenue

  $ 5.8      $ 19.6       (70 )%     (70 )%

 

(1) Constant currency basis is a non-GAAP financial measure. Changes in revenue include the impact of changes in foreign currency exchange rates. We use the non-GAAP financial measure "constant currency basis" in our filings to show changes in our revenue without giving effect to period-to-period currency fluctuations. We consider the use of a period over period revenue comparison on a constant currency basis to be helpful to investors, as it provides a revenue growth measure free of positive or negative volatility due to currency fluctuations. This non-GAAP financial measure may be different from non-GAAP financial measures used by other companies, limiting its usefulness for comparison purposes. Moreover, presentation of revenue on a constant currency basis is provided for year-over-year comparison purposes, and investors should be cautioned that the effect of changing foreign currency exchange rates has an actual effect on our operating results.

 

Second Quarter 2020 Financial Results

 

Revenue for the second quarter of 2020 was $5.8 million, representing a 70% decrease from second quarter 2019 revenue of $19.6 million. On a constant currency basis, revenue decreased 70% versus the prior year period.

 

United States revenue was $1.2 million in the second quarter of 2020, representing an 85% decrease from revenue of $7.8 million in the prior year period. The decrease was driven by the impact of COVID-19 on testing volumes and the impact of planned inventory destocking by Quest.

 

 

 

Europe & rest of world, or Europe & ROW, revenue was $1.0 million in the second quarter of 2020, representing a 54% decrease compared to the second quarter of 2019. On a constant currency basis, Europe & ROW decreased 53% versus the second quarter of 2019. The decrease was driven by the impact of COVID-19 on testing volumes.

 

Asia revenue was $3.6 million in the second quarter of 2020, representing a decrease of 62% compared to 2019 second quarter revenue of $9.6 million. On a constant currency basis, Asia revenue decreased 63% versus the second quarter of 2019. The decrease was due primarily to a slowdown in testing as a result of the COVID-19 pandemic.

 

Gross profit for the second quarter of 2020 was $3.7 million, a decrease of approximately $10.5 million from gross profit of $14.2 million in the same period of 2019. Gross margin was 62.8%, a decrease of 960 basis points from gross margin of 72.4% in the second quarter of 2019. The second quarter 2020 gross margin decrease was a result of the significant global volume reduction as a result of the COVID-19 pandemic and a provision for slow moving inventory.

 

Operating expenses were $13.5 million in the second quarter of 2020, a decrease of approximately $1.7 million compared to $15.2 million in the second quarter of 2019.

 

Net loss for the second quarter of 2020 was $9.7 million, or $0.37 per share on a basic and diluted basis, compared to net income of $0.6 million, or $0.02 per share on a basic and diluted basis, in the second quarter of 2019. 

 

EBITDA for the second quarter of 2020 was $(9.5) million compared to $(0.2) million in the second quarter of 2019. Adjusted EBITDA was $(8.9) million for the second quarter of 2020 compared to $(48,000) in the same period in 2019. Both EBITDA and Adjusted EBITDA are non-GAAP measures.

 

Business Outlook

 

Given the uncertainty of the scope and duration of the COVID-19 pandemic, as well as its impact on our revenues and results from operations, we are not providing annual revenue guidance at this time.

 

We expect third quarter revenues to be between $18.0 to $19.0 million as testing volumes continue to recover from the impact of COVID-19 during the second half of 2020.

 

Conference Call

 

Oxford Immunotec will host a conference call on Tuesday, August 4, 2020 at 8:00 a.m. Eastern Daylight Time to discuss its second quarter 2020 financial results and to give a general business update. The call will be concurrently webcast. To listen to the conference call on your telephone, please dial (855) 363-5047 for United States callers and +1 (484) 365-2897 for international callers and reference confirmation code 4337217 approximately 15 minutes prior to start time. To access the live audio webcast or subsequent archived recording, visit the Investor Relations section of Oxford Immunotec's website at www.oxfordimmunotec.com. The replay will be available on the Company's website for approximately 60 days.

 

 

 

About Oxford Immunotec

 

Oxford Immunotec Global PLC is a global, high-growth diagnostics company. We bring energy and invention to a world in need of diagnostic truth. Our leading product, the T-SPOT®.TB test, is used for diagnosing infection with Tuberculosis, the world’s largest cause of death from infectious disease. The T-SPOT.TB test has been approved for sale in over 50 countries, including the United States, where it has received pre-market approval from the Food and Drug Administration, Europe, where it has obtained a CE mark, as well as Japan and China. The Company is headquartered near Oxford, U.K. and in Marlborough, MA. Additional information can be found at www.oxfordimmunotec.com.

 

T-SPOT and the Oxford Immunotec logo are trademarks of Oxford Immunotec Limited.

 

Forward-Looking Statements

 

Certain statements in this press release constitute forward-looking statements within the meaning of applicable U.S. and U.K. laws and regulations, including under the U.S. Private Securities Litigation Reform Act of 1995. Any statements contained herein which do not describe historical or current facts, including statements about Oxford Immunotec’s plans to ensure that when the COVID-19 disruption eases, Oxford Immunotec is best positioned to meet the needs of the TB market and drive long-term growth and statements regarding uncertainties around the impact of COVID-19 on Oxford Immunotec’s revenues and results of operations, constitute forward-looking statements. Any forward-looking statements are based on our management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks that the COVID-19 pandemic may disrupt the company’s business and the global healthcare system more severely than anticipated, as well as those other risks described in Oxford Immunotec’s filings with the U.S. Securities and Exchange Commission (the “Commission”), including the company’s Annual Report on Form 10-K for the year-ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and in any other reports it subsequently files with the Commission, including any other Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Oxford Immunotec’s filings with the Commission are available for free by visiting the investor section of our website, www.oxfordimmunotec.com, or the Commission’s website, www.sec.gov.

 

Investors should give careful consideration to these risks and uncertainties. Forward-looking statements contained herein are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. Investors should not place undue reliance on forward-looking statements contained herein, which speak only as of the date of this release. Oxford Immunotec does not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, except as required by applicable law.

 

CONTACTS:

 

For Media and Investor Inquiries:

Matt McLaughlin

Chief Financial Officer

Oxford Immunotec

Tel: +1 (508) 573-9953

mtmclaughlin@oxfordimmunotec.com

 

 

 

Oxford Immunotec Global PLC

Condensed consolidated statements of operations

(unaudited)

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 

(in thousands, except share and per share data)

 

2020

   

2019

   

2020

   

2019

 

Revenue

  $ 5,835     $ 19,588     $ 19,746     $ 34,377  

Cost of revenue

    2,170       5,400       5,774       9,628  

Gross profit

    3,665       14,188       13,972       24,749  

Operating expenses:

                               

Research and development

    2,462       2,089       5,119       4,413  

Sales and marketing

    5,479       7,485       12,688       13,764  

General and administrative

    5,558       5,491       12,582       10,699  

Settlement expense

          104             203  

Total operating expenses

    13,499       15,169       30,389       29,079  

Operating loss from continuing operations

    (9,834

)

    (981

)

    (16,417

)

    (4,330

)

Other income (expense):

                               

Interest income

    86       1,162       705       2,362  

Foreign exchange gains (losses)

    (124

)

    291       839       (593

)

Other income

    32       42       32       42  

Income (loss) from continuing operations before income taxes

    (9,840

)

    514       (14,841

)

    (2,519

)

Income tax benefit (expense) from continuing operations

    136       76       (73

)

    1,613  

Income (loss) from continuing operations

    (9,704

)

    590       (14,914

)

    (906

)

Discontinued operations:

                               

Income from discontinued operations before income taxes

                147        

Income tax benefit (expense) from discontinued operations

    19             (945

)

     

Income (loss) from discontinued operations

    19             (798

)

     

Net income (loss)

  $ (9,685

)

  $ 590     $ (15,712

)

  $ (906

)

Net income (loss) per ordinary share—basic:

                               

Income (loss) from continuing operations

  $ (0.37

)

  $ 0.02     $ (0.57

)

  $ (0.03

)

Income (loss) from discontinued operations

                (0.03

)

     

Net income (loss)

  $ (0.37

)

  $ 0.02     $ (0.60

)

  $ (0.03

)

Net income (loss) per ordinary share—diluted:

                               

Income (loss) from continuing operations

  $ (0.37

)

  $ 0.02     $ (0.57

)

  $ (0.03

)

Income (loss) from discontinued operations

                (0.03

)

     

Net income (loss)

  $ (0.37

)

  $ 0.02     $ (0.60

)

  $ (0.03

)

Weighted-average shares used to compute net income (loss) per ordinary share—basic

    25,888,006       26,625,572       26,014,265       26,571,025  

Weighted-average shares used to compute net income (loss) per ordinary share—diluted

    25,888,006       26,889,232       26,014,265       26,571,025  

 

 

 

 

Reconciliation of net income (loss) to Adjusted EBITDA (1)

 

(unaudited)

 

The below table presents a reconciliation of net income (loss), the most comparable U.S. GAAP measure, to EBITDA and Adjusted EBITDA for each of the periods indicated.

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 

(in thousands)

 

2020

   

2019

   

2020

   

2019

 

Net income (loss)

  $ (9,685

)

  $ 590     $ (15,712 )   $ (906

)

Income (loss) from discontinued operations

    19             (798

)

     

Loss from continuing operations

    (9,704

)

    590       (14,914

)

    (906

)

Income tax (benefit) expense

    (136

)

    (76

)

    73       (1,613

)

Interest income, net

    (86

)

    (1,162

)

    (705

)

    (2,362

)

Depreciation and amortization expense

    460       430       926       900  

EBITDA

    (9,466

)

    (218

)

    (14,620

)

    (3,981

)

                                 

Reconciling items:

                               

Share-based compensation expense

    610       846       1,567       1,691  

Unrealized exchange gains

    (70

)

    (780

)

    (1,057

)

    (231

)

Settlement expense

          104             203  

Adjusted EBITDA

  $ (8,926

)

  $ (48

)

  $ (14,110

)

  $ (2,318

)

 

(1) EBITDA and Adjusted EBITDA are non-GAAP measures that we calculate as net income (loss), adjusted for the impact of earnings or charges resulting from matters that we consider not to be indicative of our ongoing operations. We believe that these measures provide useful information to investors in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Our presentation of these measures is not made in accordance with U.S. GAAP, and our computation of these measures may vary from others in the industry. Our use of these measures has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

 

 

 

Oxford Immunotec Global PLC

Condensed consolidated balance sheets

(unaudited)

 

   

June 30,

   

December 31,

 

(in thousands, except share and per share data)

 

2020

   

2019

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 165,489     $ 181,270  

Accounts receivable, net

    4,677       13,669  

Other receivables

    184       4,660  

Inventory, net

    12,824       11,096  

Prepaid expenses and other assets

    3,775       5,186  

Total current assets

    186,949       215,881  

Restricted cash

    100       100  

Property and equipment, net

    8,561       7,095  

Lease right-of-use assets

    6,638       7,443  

Goodwill

    2,483       2,483  

Other intangible assets, net

    72       87  

Deferred tax asset

    1,744       2,163  

Other assets

    59        

Total assets

  $ 206,606     $ 235,252  
                 

Liabilities and shareholders’ equity

               

Current liabilities:

               

Accounts payable

  $ 1,658     $ 2,420  

Accrued liabilities

    8,089       10,396  

Current portion of lease liability

    1,031       984  

Deferred income

    34       19  

Total current liabilities

    10,812       13,819  

Long-term portion of lease liability

    6,869       7,710  

Other liabilities

    32       32  

Total liabilities

    17,713       21,561  
                 

Shareholders’ equity:

               

Ordinary shares, £0.006705 nominal value; 39,068,071 and 39,824,703 shares authorized at June 30, 2020 and December 31, 2019, respectively, and 25,955,508 and 26,419,961 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

    272       276  

Additional paid-in capital

    300,231       304,909  

Accumulated deficit

    (101,335

)

    (84,033

)

Accumulated other comprehensive loss

    (10,275

)

    (7,461

)

Total shareholders’ equity

    188,893       213,691  

Total liabilities and shareholders’ equity

  $ 206,606     $ 235,252