8-K

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): March 11, 2019

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 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))

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 8.01 Other Events.

Effective November 6, 2018, Oxford Immunotec Global PLC (the “Company”) completed its previously announced sale of the Company’s U.S. laboratory services business for gross proceeds of $170 million in cash to Quest Diagnostics Incorporated (“Quest”) pursuant to a Limited Liability Company Interest Purchase Agreement, dated September 25, 2018 (the “Transaction”).

On November 9, 2018, the Company filed a current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”) to announce the completion of the Transaction. The Original Report included certain pro forma financial information of the Company in connection with the Transaction as Exhibit 99.2 attached therein. This Current Report on Form 8-K includes pro forma condensed combined financial statements of the Company which have been updated to reflect the effect of the Transaction and a long-term supply agreement (the “Supply Agreement”) that was entered into on the closing date of the Transaction, November 6, 2018 (the “Closing Date”). Pursuant to the terms of the Supply Agreement, Oxford Immunotec USA, Inc. (“Oxford USA”) agreed to sell, and Quest agreed to purchase, T-SPOT.TB test kits and related accessories. Attached hereto as Exhibit 99.1 and incorporated by reference herein, is unaudited pro forma financial information of the Company, had the Transaction occurred prior to the respective periods and the Supply Agreement been in place throughout the respective periods, that can be compared to our As Reported financials. This unaudited pro forma financial information should be read in conjunction with the Company’s historical financial statements, which are included in the Company’s latest annual report on Form 10-K and quarterly reports on Forms 10-Q.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Unaudited pro forma financial information

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: March 11, 2019

OXFORD IMMUNOTEC GLOBAL PLC
By:	/s/ Richard M. Altieri
	Richard M. Altieri
	Chief Financial Officer

EX-99.1

Exhibit 99.1

The pro forma adjustments in the following tables are based on the best information available and assumptions that management believes are factually supportable and reasonable; however, such adjustments are subject to change. In addition, such adjustments are estimates. The unaudited pro forma consolidated information is for illustrative and informational purposes only and is not intended to reflect what our consolidated results of operations would have been had the disposition occurred prior to the dates indicated and is not necessarily indicative of our future consolidated results of operations. 

For each of the periods presented, the column labeled “Pro Forma” reflects the Company’s revenue and cost of revenue as if the Transaction had already occurred and the Company had been selling its T-SPOT.TB test kits at an estimated market rate. For purposes of the pro forma adjustments, revenue is based on U.S. laboratory test volumes, as opposed to shipments of T-SPOT.TB test kits. This methodology may not be indicative of the future timing of revenue. 

The As Reported and Pro Forma columns include blood donor screening revenue and cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Year ended December 31, 2018

(in thousands, except share and per share data)	As Reported (a)			Adjustments (b)			Pro Forma (c)
Revenue:
Product	$	54,687		$	6,064		$	60,751
Service		5,066			18			5,084
Total revenue		59,753			6,082			65,835
Cost of revenue:
Product		13,668			4,328			17,996
Service		3,158			—			3,158
Total cost of revenue		16,826			4,328			21,154
Gross profit		42,927			1,754			44,681
Operating expenses:
Research and development		8,122			—			8,122
Sales and marketing		26,500			—			26,500
General and administrative		25,952			—			25,952
Intangible assets impairment charge		879			—			879
Settlement expense		2,193			—			2,193
Total operating expenses		63,646			—			63,646
Operating loss from continuing operations		(20,719	)		1,754			(18,965	)
Other income (expense):
Interest expense, net		(1,797	)		—			(1,797	)
Loss on extinguishment of debt		(2,105	)		—			(2,105	)
Foreign exchange gains		111			—			111
Other expense		(271	)		—			(271	)
Loss from continuing operations before income taxes		(24,781	)		1,754			(23,027	)
Income tax benefit (expense) from continuing operations		38,339			(39,992	)		(1,653	)
Income (loss) from continuing operations		13,558			(38,238	)		(24,680	)
Discontinued operations:
Income from discontinued operations before income taxes		1,727			(1,727	)		—
Gain on disposition		145,982			(145,982	)		—
Income tax expense		(39,992	)		39,992			—
Income from discontinued operations		107,717			(107,717	)		—
Net income (loss)	$	121,275		$	(145,955	)	$	(24,680	)
Net income (loss) per ordinary share—basic:
Net income (loss) from continuing operations per ordinary share	$	0.52					$	(0.95	)
Net income from discontinued operations per ordinary share	$	4.15					$	—
Net income (loss) per ordinary share	$	4.67					$	(0.95	)
Net income per ordinary share—diluted:
Net income (loss) from continuing operations per ordinary share	$	0.51					$	(0.95	)
Net income from discontinued operations per ordinary share	$	4.05					$	—
Net income (loss) per ordinary share	$	4.56					$	(0.95	)
Weighted-average shares used to compute net income (loss) per ordinary share—basic		25,982,809						25,982,809
Weighted-average shares used to compute net income (loss) per ordinary share—diluted		26,568,075						25,982,809

(a) Amounts are as originally reported in our earnings release and reflect results of operations of the business sold to Quest as having been disposed of in accordance with Accounting Standards Codification, or ASC, 360, Property, Plant, and Equipment, in discontinued operations, as required by ASC 205, Presentation of Financial Statements. Amounts include blood donor screening revenue of about $1.7 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

(b) Amounts reflect adjustments to the Company’s As Reported results of operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Additionally, the results of discontinued operations are eliminated.

(c) Amounts reflect the pro forma results of continuing operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Amounts include blood donor screening revenue of about $1.7 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

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 Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended December 31, 2018

(in thousands, except share and per share data)	As Reported (a)			Adjustments (b)			Pro Forma (c)
Revenue:
Product	$	14,451		$	512		$	14,963
Service		916			—			916
Total revenue		15,367			512			15,879
Cost of revenue:
Product		3,675			452			4,127
Service		281			171			452
Total cost of revenue		3,956			623			4,579
Gross profit		11,411			(111	)		11,300
Operating expenses:
Research and development		2,153			—			2,153
Sales and marketing		5,845			—			5,845
General and administrative		6,603			—			6,603
Intangible assets impairment charge		879			—			879
Settlement expense		214			—			214
Total operating expenses		15,694			—			15,694
Operating loss from continuing operations		(4,283	)		(111	)		(4,394	)
Other income (expense):
Interest income, net		214			—			214
Loss on extinguishment of debt		(2,105	)		—			(2,105	)
Foreign exchange gains		417			—			417
Other expense		(29	)		—			(29	)
Loss from continuing operations before income taxes		(5,786	)		(111	)		(5,897	)
Income tax benefit (expense) from continuing operations		39,521			(39,992	)		(471	)
Income (loss) from continuing operations		33,735			(40,103	)		(6,368	)
Discontinued operations:
Income from discontinued operations before income taxes		1,831			(1,831	)		—
Gain on disposition		145,982			(145,982	)		—
Income tax expense		(39,992	)		39,992			—
Income from discontinued operations		107,821			(107,821	)		—
Net income (loss)	$	141,556		$	(147,924	)	$	(6,368	)
Net income per ordinary share—basic:
Net income (loss) from continuing operations per ordinary share	$	1.28					$	(0.24	)
Net income from discontinued operations per ordinary share	$	4.10					$	—
Net income (loss) per ordinary share	$	5.38					$	(0.24	)
Net income (loss) per ordinary share—diluted:
Net income (loss) from continuing operations per ordinary share	$	1.25					$	(0.24	)
Net income from discontinued operations per ordinary share	$	3.99					$	—
Net income (loss) per ordinary share	$	5.23					$	(0.24	)
Weighted-average shares used to compute net income (loss) per ordinary share—basic		26,326,419						26,326,419
Weighted-average shares used to compute net income (loss) per ordinary share—diluted		27,054,822						26,326,419

(a) Amounts are as originally reported in our earnings release and reflect results of operations of the business sold to Quest as having been disposed of in accordance with Accounting Standards Codification, or ASC, 360, Property, Plant, and Equipment, in discontinued operations, as required by ASC 205, Presentation of Financial Statements. Amounts include blood donor screening revenue of about $55,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

(b) Amounts reflect adjustments to the Company’s As Reported results of operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Additionally, the results of discontinued operations are eliminated

(c) Amounts reflect the pro forma results of continuing operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Amounts include blood donor screening revenue of about $55,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

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