Document and Entity Information |
6 Months Ended |
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Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Forward Pharma A/S |
Entity Central Index Key | 0001604924 |
Document Type | 6-K |
Document Period End Date | Jun. 30, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | H1 |
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- Definition If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References No definition available.
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Interim Condensed Consolidated Statement of Financial Position - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
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Non-current Assets: | ||
Equipment | $ 1 | $ 12 |
Other non-current assets | 5 | 5 |
Total non-current assets | 6 | 17 |
Prepaid expenses | 269 | 502 |
Other receivables | 259 | 518 |
Income tax receivable | 670 | 417 |
Cash and cash equivalents | 89,261 | 109,554 |
Total current assets | 90,459 | 110,991 |
Total assets | 90,465 | 111,008 |
Equity and Liabilities | ||
Share capital | 152 | 151 |
Other components of equity: | ||
Foreign currency translation reserve | 89,388 | 91,902 |
Accumulated deficit | (4,325) | (2,373) |
Equity attributable to shareholders of the Parent | 85,215 | 89,680 |
Total equity | 85,215 | 89,680 |
Non-current liabilities: | ||
Deferred tax, net | 43 | |
Total non-current liabilities | 43 | |
Trade payables | 530 | 1,203 |
Income tax payable | 3,574 | 7,039 |
Accrued liabilities | 1,146 | 13,043 |
Total current liabilities | 5,250 | 21,285 |
Total equity and liabilities | $ 90,465 | $ 111,008 |
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- Definition The amount of resources: (a) controlled by the entity as a result of past events; and (b) from which future economic benefits are expected to flow to the entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of cash on hand and demand deposits, along with short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. [Refer: Cash; Cash equivalents] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of current accrued expenses and other current liabilities. [Refer: Accruals; Other current liabilities] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of assets that the entity (a) expects to realise or intends to sell or consume in its normal operating cycle; (b) holds primarily for the purpose of trading; (c) expects to realise within twelve months after the reporting period; or (d) classifies as cash or cash equivalents (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. [Refer: Assets] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of liabilities that: (a) the entity expects to settle in its normal operating cycle; (b) the entity holds primarily for the purpose of trading; (c) are due to be settled within twelve months after the reporting period; or (d) the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount recognised as a current asset for expenditures made prior to the period when the economic benefit will be realised. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The current amount of current tax assets. [Refer: Current tax assets] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The current amount of current tax liabilities. [Refer: Current tax liabilities] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of residual interest in the assets of the entity after deducting all its liabilities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of the entity's equity and liabilities. [Refer: Equity; Liabilities] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount of equity attributable to the owners of the parent. This specifically excludes non-controlling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The nominal value of capital issued. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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- Definition The amount of deferred tax liabilities net of deferred tax assets, when the absolute amount of deferred tax liabilities is greater than the absolute amount of deferred tax assets. [Refer: Deferred tax assets; Deferred tax liabilities] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of assets that do not meet the definition of current assets. [Refer: Current assets] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount of liabilities that do not meet the definition of current liabilities. [Refer: Current liabilities] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount of current other receivables. [Refer: Other receivables] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount of non-current assets that the entity does not separately disclose in the same statement or note. [Refer: Non-current assets] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of tangible assets that: (a) are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and (b) are expected to be used during more than one period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition A component of equity representing exchange differences on translation of financial statements of foreign operations recognised in other comprehensive income and accumulated in equity. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition A component of equity representing the entity's cumulative undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount of current trade payables and current other payables. [Refer: Current trade payables; Other current payables] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Unaudited Interim Condensed Consolidated Statement of Profit or Loss - USD ($) $ in Thousands |
6 Months Ended | |
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Jun. 30, 2018 |
Jun. 30, 2017 |
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Unaudited Interim Condensed Consolidated Statement of Profit or Loss | ||
Revenue from settlement and license agreement | $ 1,250,000 | |
Cost of the Aditech Pharma AG agreement | (25,000) | |
Research and development costs | $ (1,843) | (6,993) |
General and administrative costs | (5,803) | (4,413) |
Operating (loss) income | (7,646) | 1,213,594 |
Foreign exchange rate gain | 1,859 | 1,011 |
Interest income on available-for-sale financial assets | 160 | |
Other finance income (expense) | 313 | (1,755) |
(Loss) income before taxes | (5,474) | 1,213,010 |
Income tax benefit (expense) | 204 | (271,774) |
Net (loss) income for the period | (5,270) | 941,236 |
Net (loss) income for the period attributable to: | ||
Equity holders of the Parent | $ (5,270) | $ 941,236 |
Per share amounts: | ||
Net (loss) income per share basic | $ (0.06) | $ 1.74 |
Net (loss) income per share diluted | $ (0.06) | $ 1.67 |
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- Definition The net amount of gain (loss) from exchange rates, not limited to but including foreign currency transactions. No definition available.
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- Definition The amount of profit (loss) attributable to ordinary equity holders of the parent entity (the numerator) divided by the weighted average number of ordinary shares outstanding during the period (the denominator). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of profit (loss) attributable to ordinary equity holders of the parent entity (the numerator), divided by the weighted average number of ordinary shares outstanding during the period (the denominator), both adjusted for the effects of all dilutive potential ordinary shares. [Refer: Ordinary shares [member]; Weighted average [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense relating to general and administrative activities of the entity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition The aggregate amount included in the determination of profit (loss) for the period in respect of current tax and deferred tax that relate to continuing operations. [Refer: Continuing operations [member]; Current tax expense (income); Deferred tax expense (income)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of interest income on available-for-sale financial assets. [Refer: Interest income; Financial assets available-for-sale] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of finance income or cost that the entity does not separately disclose in the same statement or note. [Refer: Finance income (cost)] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The total of income less expenses, excluding the components of other comprehensive income. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The profit (loss) attributable to owners of the parent. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The profit (loss) from continuing operations before tax expense or income. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The profit (loss) from operating activities of the entity. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount of expenditure directly attributable to research or development activities, recognised in profit or loss. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The income arising in the course of an entity's ordinary activities. Income is increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity, other than those relating to contributions from equity participants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense arising from royalties. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Unaudited Interim Condensed Consolidated Statement of Other Comprehensive (Loss) Income - USD ($) $ in Thousands |
6 Months Ended | |
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Jun. 30, 2018 |
Jun. 30, 2017 |
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Unaudited Interim Condensed Consolidated Statement of Other Comprehensive (Loss) Income | ||
Net (loss) income for the period | $ (5,270) | $ 941,236 |
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | ||
Change in fair value of available-for-sale financial assets | (160) | |
Exchange differences from translation from functional currencies to the presentation currency | (2,514) | 77,023 |
Net other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods | (2,514) | 76,863 |
Other comprehensive (loss) income | (2,514) | 76,863 |
Total comprehensive (loss) income | (7,784) | 1,018,099 |
Attributable to: | ||
Equity holders of the Parent | $ (7,784) | $ 1,018,099 |
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- References No definition available.
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- Definition The amount of change in equity resulting from transactions and other events, other than those changes resulting from transactions with owners in their capacity as owners. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount of comprehensive income attributable to owners of the parent. [Refer: Comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of income and expense (including reclassification adjustments) that is not recognised in profit or loss as required or permitted by IFRSs. [Refer: IFRSs [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of other comprehensive income, net of tax, related to available-for-sale financial assets. [Refer: Financial assets available-for-sale; Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of other comprehensive income, net of tax, related to exchange differences when financial statements of foreign operations are translated. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of other comprehensive income that will be reclassified to profit or loss, net of tax. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The total of income less expenses, excluding the components of other comprehensive income. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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Unaudited Interim Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($) $ in Thousands |
Share capital |
Share premium |
Foreign currency translation reserve |
Fair value adjustment available - for - sale financial assets |
(Accumulated deficit) retained earnings |
Total |
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Equity at beginning of period at Dec. 31, 2016 | $ 800 | $ 339,955 | $ (37,771) | $ 218 | $ (147,400) | $ 155,802 |
Net (loss) income for the period | 941,236 | 941,236 | ||||
Other comprehensive income (loss) | 77,023 | (160) | 76,863 | |||
Total comprehensive (loss) income | 77,023 | (160) | 941,236 | 1,018,099 | ||
Exercise of warrants | 1 | 48 | 49 | |||
Share-based payment costs | 384 | 384 | ||||
Tax resulting from share-based payment costs | (39) | (39) | ||||
Transactions with owners | 1 | 48 | 345 | 394 | ||
Equity at end of period at Jun. 30, 2017 | 801 | $ 340,003 | 39,252 | $ 58 | 794,181 | 1,174,295 |
Equity at beginning of period at Dec. 31, 2017 | 151 | 91,902 | (2,373) | 89,680 | ||
Net (loss) income for the period | (5,270) | (5,270) | ||||
Other comprehensive income (loss) | (2,514) | (2,514) | ||||
Total comprehensive (loss) income | (2,514) | (5,270) | (7,784) | |||
Exercise of warrants | 1 | 1 | ||||
Distribution to equity award holders | (371) | (371) | ||||
Share-based payment costs | 3,689 | 3,689 | ||||
Transactions with owners | 1 | 3,318 | 3,319 | |||
Equity at end of period at Jun. 30, 2018 | $ 152 | $ 89,388 | $ (4,325) | $ 85,215 |
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- Definition Amount of distributions to equity award holders. No definition available.
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- Definition The amount of change in equity resulting from transactions and other events, other than those changes resulting from transactions with owners in their capacity as owners. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The decrease (increase) in equity resulting from tax on transactions in which the entity: (a) receives goods or services from the supplier of those goods or services (including an employee) in a share-based payment arrangement; or (b) incurs an obligation to settle the transaction with the supplier in a share-based payment arrangement when another group entity receives those goods or services. [Refer: Share-based payment arrangements [member]] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of residual interest in the assets of the entity after deducting all its liabilities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) in equity resulting from the exercise of warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The increase (decrease) in equity resulting from share-based payment transactions. [Refer: Equity] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) in equity resulting from transactions with owners. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of income and expense (including reclassification adjustments) that is not recognised in profit or loss as required or permitted by IFRSs. [Refer: IFRSs [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The total of income less expenses, excluding the components of other comprehensive income. [Refer: Other comprehensive income] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Adjustments for decrease (increase) in other operating receivables and prepayments to reconcile profit (loss) to net cash flow from (used in) operating activities. No definition available.
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- Definition Adjustments for increase (decrease) in trade accounts payable and accrued liabilities to reconcile profit (loss) to net cash flow from (used in) operating activities. No definition available.
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- Definition Adjustments to other finance operating activities including to not limited to foreign exchange rate gain (loss) to reconcile profit (loss) to net cash flow from (used in) operating activities. No definition available.
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- Definition The cash outflow to reacquire equity award during the period. No definition available.
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- Definition Adjustments for depreciation and amortisation expense and impairment loss (reversal of impairment loss) to reconcile profit (loss) to net cash flow from (used in) operating activities. [Refer: Impairment loss; Depreciation and amortisation expense; Impairment loss (reversal of impairment loss) recognised in profit or loss; Profit (loss)] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition Adjustments for share-based payments to reconcile profit (loss) to net cash flow from (used in) operating activities. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of cash on hand and demand deposits, along with short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. [Refer: Cash; Cash equivalents] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash flows from (used in) financing activities, which are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash flows from (used in) investing activities, which are the acquisition and disposal of long-term assets and other investments not included in cash equivalents. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash flows from (used in) operating activities, which are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. [Refer: Revenue] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The effect of exchange rate changes on cash and cash equivalents held or due in a foreign currency. [Refer: Cash and cash equivalents] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash flows from income taxes paid or refunded, classified as operating activities. [Refer: Income taxes paid (refund)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) in cash and cash equivalents before the effect of exchange rate changes on cash and cash equivalents held in foreign currencies. [Refer: Cash and cash equivalents; Effect of exchange rate changes on cash and cash equivalents] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow from interest received, classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow from issuing shares. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The profit (loss) from continuing operations before tax expense or income. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The cash outflow for the purchases of property, plant and equipment, classified as investing activities. [Refer: Property, plant and equipment] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Corporate information |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Corporate information | |
Corporate information |
Section 1—Corporate information
1.1 Organization
Forward Pharma A/S (the “Company” or “Parent”) is a limited liability company incorporated and domiciled in Denmark. The registered office is located in Copenhagen, Denmark. The consolidated financial statements include the Company’s wholly owned German, United States and two Danish subsidiaries, identified as follows: Forward Pharma GmbH (“FP GmbH”), Forward Pharma USA, LLC, Forward Pharma FA ApS and Forward Pharma Operations ApS (“Operations”), respectively (also see Restructuring below). The Company and its subsidiaries are collectively referred to as the “Group.” The Company’s board of directors authorized the issuance of the financial statements included herein on September 18, 2018.
As discussed in more detail in Note 1.2, effective as of February 1, 2017, the Company entered into a Settlement and License Agreement (the “License Agreement”) with two wholly owned subsidiaries of Biogen Inc. (collectively “Biogen”). Prior to entering into the License Agreement, the Company was actively developing FP187 ®, a proprietary formulation of dimethyl fumarate (“DMF”), for the treatment of multiple sclerosis (“MS”) patients. As a result of entering into the License Agreement, the future development and sale by the Company of FP187 ® or another DMF-containing formulation (collectively “DMF Formulation”) is uncertain at this time and will be determined based on the outcome of matters discussed further below. The Company announced on March 1, 2017 plans to complete the remaining research and development efforts of FP187 ® and pursue an organizational realignment to reduce personnel and operating expenses by mid-year 2017. The organizational realignment was substantially completed by September 30, 2017. Under certain conditions, the Company may decide to reinitiate the development of FP187 ®, or initiate the development of another DMF Formulation.
Under the terms of the License Agreement, the Parent restructured its operations (the “Restructuring”) on June 30, 2017 whereby the Parent transferred to Operations (a newly created wholly owned Danish limited liability company) certain assets and liabilities, including the legal and beneficial rights, title and interest to defined intellectual property (the “IP”), and Operations transferred the IP to FWP IP ApS (“FWP IP”) (a newly created wholly owned Danish limited liability company). The final step in the Restructuring was completed on November 22, 2017 when the capital stock of FWP IP was sold (the “Sale”) to a newly formed Danish limited liability company (FWP HoldCo ApS, referred to as “HoldCo”) owned and controlled by a newly formed independent Danish foundation (FWP Fonden, referred to as the “Foundation”). In consideration for the capital stock of FWP IP, HoldCo paid Operations 336,000 Danish Kroner (“DKK”) ($54,000 based on the December 31, 2017 exchange rate).
The Foundation’s three-member board includes one independent director and one director appointed by each of the Parent and Biogen. Accordingly, the Parent does not control nor does it have exposure or rights to variable returns from the Foundation, HoldCo or FWP IP. During November 2017, the Group contributed 5 million DKK ($805,000 based on the December 31, 2017 exchange rate) as the initial capitalization (the “Initial Capitalization”) of the Foundation and is obligated to pay 100,000 DKK ($16,000 based on the June 30, 2018 exchange rate) annually (the “Annual Funding”) to FWP IP in exchange for FWP IP agreeing to hold, prosecute and maintain the IP in accordance with certain agreements. In the future, the Group is only obligated to remit the Annual Funding through the last to expire, or invalidation of, the licensed patents underlying the IP; however, the Company’s obligation to remit the Annual Funding would be discontinued earlier if certain events, as defined in the License Agreement, occur.
On August 2, 2017, the Company’s shareholders approved a 10 for 1 share split (the “Share Split”). Except if disclosed otherwise, all share and per share information contained in the accompanying financial statements has been adjusted to reflect the Share Split as if it had occurred at the beginning of the earliest period presented. Subsequent to the Share Split, the nominal value of an ordinary share of the Parent is 0.01 DKK. See Note 3.2 for additional information regarding share and per share information.
On August 2, 2017, the Company’s shareholders approved a capital reduction with a corresponding shareholder distribution of 917.7 million EUR ($1.1 billion) (the “Capital Reduction”). The funds for the Capital Reduction were distributed to shareholders during September 2017. The Capital Reduction was executed through the annulment of 80% of the ordinary shares outstanding post Share Split. The Company currently has made no decision to make future cash distributions to shareholders.
1.2 Intellectual Property Proceedings and the Settlement and License Agreement
On February 1, 2017, the License Agreement with Biogen and certain additional parties became effective. The License Agreement provides Biogen with a co-exclusive license in the United States, and an exclusive license outside the United States, to certain of the Company’s IP, effective as of February 9, 2017. Biogen will, if certain conditions are met within the time period set forth in the License Agreement, including the termination or expiration of any required waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, (“HSR Act”), to obtain an exclusive license to certain of the Company’s IP in the United States.
In accordance with the License Agreement, Biogen paid the Company a non-refundable fee of $1.25 billion (“Non-refundable Fee”) in February 2017, and could be obligated to pay the Company royalties in the future subject to the outcome of certain matters discussed below.
On April 13, 2015, an administrative patent judge at the United States Patent Trial and Appeal Board (“PTAB”) declared Patent Interference No. 106,023 (the “Interference Proceeding”) between the Company’s United States Patent Application No. 11/567,871 and United States Patent No. 8,399,514B2 held by a subsidiary of Biogen, Inc. The License Agreement does not resolve the Interference Proceeding between the Company and Biogen or the pending opposition proceeding against the Company’s European patent EP2801355 (the “Opposition Proceeding”). The Company and Biogen intend to permit the PTAB and the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”), as applicable, and the Opposition Division, the Technical Board of Appeal and the Enlarged Board of Appeal of the European Patent Office (the “EPO”), as applicable, to make final determinations in the proceeding before them. If the Company is successful in the Interference Proceeding and/or the Opposition Proceeding, as discussed further below, it will be eligible to receive royalties starting as early as 2021 based on Biogen’s net sales of DMF-containing products indicated for treating MS as defined in the License Agreement, provided that other conditions of the License Agreement are satisfied within the time period set forth in the License Agreement.
If the Company is successful in the Interference Proceeding (i.e., the Company obtains, as a result of the Interference Proceeding and any appeals therefrom to the Federal Circuit (including en banc review), a patent with a claim covering oral treatment of MS with 480 mg per day of DMF), and if Biogen exercises its right to obtain an exclusive license in the United States, the Company will be eligible beginning on January 1, 2021 to collect a 10% royalty (increasing to 20% from January 1, 2029) until the earlier of the expiration or invalidation of the patents licensed under the License Agreement, on Biogen’s net sales in the United States of DMF-containing products indicated for treating MS that, but for the license granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry having a particular impact as defined in the License Agreement. If Biogen exercises its right to obtain an exclusive license in the United States, the Group would likely permanently discontinue development of a DMF Formulation.
If the Company is successful in the Interference Proceeding, but certain conditions are not met in the United States, including if restraints are placed on Biogen as a result of the process under the HSR Act, and if Biogen does not obtain an exclusive license, the Company could reinitiate the development of a DMF Formulation for sale in the United States under a co-exclusive license with Biogen, under which the Company may assign its co-exclusive license, on one occasion only, to a single third party. Under the co-exclusive license, the Company will be eligible beginning on January 1, 2023 to collect royalties of 1% on Biogen’s net sales in the United States of DMF-containing products indicated for treating MS that, but for the license granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry having a particular impact as defined in the License Agreement. If the Company is unsuccessful in the Interference Proceeding after any appeals, the Company would not be entitled to future royalties on Biogen’s net sales in the United States. Moreover, if Biogen prevails in the Interference Proceeding, after any appeals to the Federal Circuit, the Company may be prevented from commercializing FP187 ® for MS in the United States at a 480 mg per day dose. Were this to occur, the Company would consider reviewing opportunities to develop other DMF-containing formulations and products, including generics, consistent with the terms of the License Agreement. If the Company is unable to commercialize FP187 ® or any other product for sale in the United States, the Company would be unable to generate any revenue from such a product.
If the Company is successful in the Opposition Proceeding (i.e., the Company obtains, as a result of the Opposition Proceeding, and any appeals therefrom, a patent with a claim covering oral treatment of MS with 480 mg/day of DMF), it would be eligible beginning on January 1, 2021 to collect a 10% royalty (increasing to 20% from January 1, 2029) until the earlier of the expiration or invalidation of the patents defined in the License Agreement, on a country-by-country basis on Biogen’s net sales outside the United States of DMF-containing products indicated for treating MS that, but for the license granted under the License Agreement, would infringe a Company patent, provided that other conditions of the License Agreement are satisfied. Among the conditions that need to be satisfied for any royalty to be payable by Biogen to the Company is the absence of generic entry in a particular geography having a particular impact as defined in the License Agreement. If the Company is unsuccessful in the Opposition Proceeding and any appeals therefrom, the Company would not be entitled to future royalties on Biogen’s net sales outside the United States.
The receipt of the Non-refundable Fee in February 2017 triggered a $25 million obligation payable to Aditech Pharma AG in accordance with the addendum to the patent transfer agreement between the Company and Aditech Pharma AG. See Note 6.2.
On March 31, 2017, the PTAB issued a decision in the Interference Proceeding in favor of Biogen. The PTAB ruled that the claims of the Company’s United States Patent Application No. 11/567,871 are not patentable due to a lack of adequate written description. On May 30, 2017, the Company filed a notice of appeal of the PTAB’s decision that ended the Interference Proceeding. The appeal was filed in the Federal Circuit and seeks to have the decision overturned and the Interference Proceeding reinstated. The appeal was heard at an oral hearing on June 4, 2018. The appeal is expected to be decided by the end of 2018.
On January 29, 2018, the Opposition Division of the EPO concluded the oral proceeding concerning patent EP2801355 and issued an initial decision in the Opposition Proceeding. The Opposition Division revoked patent EP2801355 after considering third-party oppositions from several opponents. On March 22, 2018, the Opposition Division issued its written decision with detailed reasons for the decision, on May 7, 2018, the Company submitted its notice of appeal, and on August 1, 2018, the Company submitted the detailed grounds for the appeal. If the Company prevails in such appeal, it is expected that the Technical Board of Appeal will remand the case to the Opposition Division, in order for the Opposition Division to resolve the remaining elements of the original opposition. The duration of the appeal process is estimated to be two to three years.
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- Definition The disclosure of notes and other explanatory information as part of a complete set of financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Section 2—Basis of Preparation
2.1 Accounting policies and basis of preparation
The interim condensed consolidated financial statements as of June 30, 2018 and for the six-month periods ended June 30, 2018 and 2017 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2017 Annual Report on Form 20-F (“Annual Report”) filed with the United States Securities and Exchange Commission on April 30, 2018. In the opinion of management, the interim condensed consolidated financial statements as of June 30, 2018 and for the six-month periods ended June 30, 2018 and 2017 include all adjustments considered necessary for a fair presentation of the results of the interim periods presented. The statement of financial position as of December 31, 2017 included herein was derived from the audited consolidated financial statements included in the Annual Report but does not include all disclosures required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies disclosed in the Company’s audited consolidated financial statements included in the Annual Report are consistent with those used to prepare the accompanying interim condensed consolidated financial statements. The results of operations for the six-month period ended June 30, 2018 are not necessarily indicative of the results expected for the full year.
Unless otherwise stated, all amounts disclosed herein are in United States Dollars (“USD”) and are rounded to the nearest thousand (`000).
Going Concern
The Group currently estimates that there will be adequate liquidity to continue as a going concern beyond the next twelve months; however, if the Company fails to prevail in either the Interference Proceeding or the Opposition Proceeding, future revenues are unlikely and the Company’s ability to continue as a going concern long-term would be uncertain.
Adoption of IFRS 15 Revenue from Contracts with Customers (“IFRS 15”)
IFRS 15 addresses the accounting and disclosure requirements for revenue contracts with customers. The mandatory effective date for adopting IFRS 15 was January 1, 2018; however, the Group elected to adopt IFRS 15 early on January 1, 2017. In accordance with IFRS 15, the Group will recognize revenue to reflect the transfer of goods or services to customers in an amount that reflects the consideration to which the Group expects to receive in exchange for such goods or services. Prior to entering to the License Agreement, the Group did not have revenue from contracts with customers that were within the scope of IFRS 15 and therefore the initial adoption of IFRS 15 had no effect on previously reported financial statements nor was an adjustment made to the Group’s accumulated deficit at January 1, 2017.
The License Agreement provides for Biogen to remit to the Company royalties (as defined above) only if the Company is successful in the Interference Proceeding and/or the Opposition Proceeding and provided that other conditions of the License Agreement are satisfied. Should the Company be entitled to receive royalties from Biogen in the future, such amounts will be recognized as revenue in the period the underlying sales occur. If the Company fails to prevail in either the Interference Proceeding or the Opposition Proceeding, it is unlikely the Group would have revenues or profits in the future.
2.2 New and amendments to accounting standards
Standards effective in 2018:
Excluding IFRS 15, which is discussed above, the IASB issued new standards and amendments to standards and interpretations that are effective in 2018 (collectively “2018 New Standards”). None of the 2018 New Standards had an impact on the Group’s financial statements.
Standards issued but not yet effective:
The IASB issued new standards, amendments to standards and interpretations that become effective on or after January 1, 2019 (collectively “New Standards”). None of the New Standards are currently expected to have a material effect on the Group’s financial statements; including, as discussed below, the future adoption of IFRS 16 Leases (“IFRS 16”).
IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. IFRS 16 has an effective date of January 1, 2019. The impact on the Group’s financial statements from the future adoption of IFRS 16 will be determined based on facts and circumstances that exist at the time of adoption; however, the Group currently only has leases with terms of twelve months or of low-value assets, and therefore the adoption of IFRS 16 is not expected to have an effect on the Group’s financial statements.
2.3 Translation from functional currencies to presentation currency
The Company’s condensed consolidated financial statements are presented in USD, which is not the functional currency of the Parent. The Group has elected USD as the presentation currency due to the fact that the Parent has listed American Depositary Shares (“ADS”) on the Nasdaq Global Select Exchange in the United States, under the ticker symbol “FWP”. The Parent, Operations, and Forward Pharma FA ApS’s functional currency is the DKK, FP GmbH’s functional currency is the Euro and Forward Pharma USA, LLC’s functional currency is the USD.
Except for the specific income and expense transactions noted below, the translation to the presentation currency for entities with a functional currency different from the USD, their assets and liabilities are translated to USD using the closing rate as of the date of the statements of financial position while income and expense items for each statement presenting profit or loss and other comprehensive income are translated into USD at the average exchange rates for the period. Exchange differences arising from such translation are recognized directly in other comprehensive (loss) income and presented in a separate reserve in equity.
As the result of the magnitude of the Non-refundable Fee, the amount due Aditech Pharma AG and the income tax provision compared to other income and expense items recognized during the six-month period ended June 30, 2017 combined with the weakening of the USD compared to the DKK during the six-month period ended June 30, 2017, the Parent used the spot rate to translate the Non-refundable Fee and the royalty due Aditech Pharma AG to the presentation currency (USD), while the average exchange rate for the three-month period ended March 31, 2017 was used to translate the income tax provision to the presentation currency (USD.) These rates were used to avoid the distortion of operating results that would have been caused had the average exchange rate for the six-month period ended June 30, 2017 been used.
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- Definition n/a No definition available.
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- Definition The disclosure of the basis used for the preparation of the financial statements. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Results for the Period |
Section 3—Results for the Period
3.1 Income taxes
The major components of income tax benefit (expense) for the six-month periods ended June 30, 2018 and 2017 are as follows:
The income tax benefit (expense) recorded for the six-month periods ended June 30, 2018 and 2017 is reconciled as follows:
The unrecognized net deferred tax assets at June 30, 2018 and December 31, 2017 are as follows:
The tax benefit recognized during the six-month period ended June 30, 2018 of $204,000 results in part from an adjustment relating to the prior year of $161,000 and the balance relates to changes in deferred tax balances during the period.
Since there is significant uncertainty as to whether the Group will have taxable income in the future, deferred tax assets that are available at June 30, 2018 do not meet the criteria for financial statement recognition and accordingly have not been recognized in the accompanying consolidated financial statements.
Tax uncertainties
The Group exercises judgment when determining the Group’s tax position. As discussed in more detail below, significant judgments were made when determining the tax treatment of Forward Pharma USA, LLC, transfer pricing and in determining tax deductibility of certain transactions.
The Company’s Danish, German and United States tax returns are subject to periodic audit by the local tax authorities. Such audits could result in the tax authorities disagreeing with the tax filing positions taken by the Group which would expose the Group to additional taxes being assessed, including interest and penalties, that could be material. There are numerous transactions between the Company, Operations, FWP IP, FP GmbH and Forward Pharma USA, LLC where the tax authorities could challenge whether pricing of such transactions were at arm’s length. Management believes that appropriate tax filing provisions have been taken by the Company and its subsidiaries; however, there is always a risk that the tax authorities could disagree with the tax filing positions taken resulting in additional taxes, interest and penalty becoming due and such amount could be material.
The Company has taken the position that Forward Pharma USA, LLC is not subject to U.S. federal or state income tax. In reaching this conclusion, significant judgment was used in evaluating the nature of the operations in the U.S., the interpretation of the U.S. and Danish tax laws, and the income tax treaty between the U.S. and Denmark. Management believes that the tax filing provisions taken in the U.S. and Denmark regarding Forward Pharma USA, LLC are correct; however, there is always a risk that the U.S. or Danish tax authorities could disagree with the tax filing positions taken resulting in additional taxes, interest and penalty becoming due and such amount could be material.
As a result of the receipt of the Non-refundable Fee and the resulting taxable income in 2017, the Danish and German tax authorities have recently commenced tax audits of Group’s Danish and German tax returns. The tax audits are expected to focus on the intercompany recognition of revenue and expense to ensure that such transactions were conducted at arm’s length. There is also a risk that the tax authorities could impose additional taxable income or disallow the deductibility of expenses on intercompany cross-border transactions resulting in higher tax obligations in one or more tax jurisdictions. Management’s experience has been that the taxing authorities can be aggressive in taking positions that would increase taxable income and/or disallow deductible expenses reported. If the tax authorities are successful in increasing taxable income and/or disallowing deductible expenses in one or more localities, it would result in the Group experiencing a higher effective tax rate that could be material. Management believes that the tax positions taken with regards to intercompany transactions are in accordance with tax regulations and that appropriate tax provisions have been made in the accompanying financial statements; however, there is always a risk that the Danish and/or the German tax authorities could disagree with the tax filing positions taken resulting in additional taxes, interest and penalty becoming due and such amount could be material.
Based on recent communications, the Danish and German tax authorities are conducting a joint tax audit of the Group’s Danish and German tax returns. Conducting a joint tax audit is expected to reduce the burden and cost to the Group of undergoing two audits that address similar transactions and to accelerate the resolution of disagreements through the mutual agreement procedure (“MAP”) by early involvement of Competent Authorities, if necessary. There is no assurance that the joint audit will achieve expected benefits.
During the year ended December 31, 2017, the Company made certain cash payments (the “Deduction”) to equity award holders in accordance with amendments to the Company’s article of association that were approved by the Company’s shareholders and board of directors. The Company believes the Deduction, that totaled 36.2 million EUR ($43.4 million based on the December 31, 2017 exchange rate), represents compensation for services rendered to the Company and is tax deductible for Danish tax purposes. Management believes that the tax positions taken with regards to the Deduction is in accordance with tax regulations and that appropriate tax provisions have been made in the accompanying financial statements; however, there is always a risk that the Danish authorities could disagree with the tax filing positions taken resulting in additional taxes, interest and penalty becoming due and such amount could be material.
3.2 Net (loss) income per share
Basis for preparing per share amounts and the revision of previously report per share amounts
The amounts disclosed below have been prepared to reflect the Share Split as if it had occurred at the beginning of the earliest period presented. In addition, the Capital Reduction was effected by the annulment of 80% of the ordinary shares outstanding and was deemed, for IFRS purposes, to have been at a 15% premium (the “15% Premium”) based on the trading price of an ADS immediately before the Capital Reduction was executed. The 15% Premium, as per IAS 33 Earnings per Share, is accounted for in a manner similar to the Share Split (as the outflow of resources was greater than the reduction in the number of shares outstanding) and reflected in the below amounts as if it had occurred at the beginning of the earliest period presented. Accordingly, share and per share information previously reported has been revised to reflect the Share Split and the 15% Premium. The combined effect of the Share Split and the 15% Premium is as if a 11.5 for 1 share split had occurred at the beginning of the earliest period presented.
The following reflects the net (loss) income attributable to ordinary shareholders and share data used in the basic and diluted net (loss) income per share computations for each of the six-month periods ended June 30, 2018 and 2017:
Basic per share amounts are calculated by dividing the net (loss) income for the period attributable to ordinary shareholders of the Parent by the weighted average number of ordinary shares outstanding during the period. The diluted per share amounts are calculated by dividing the net (loss) income for the period attributable to ordinary shareholders of the Parent by the weighted average number of ordinary shares outstanding during the period increased by the dilutive effect of the assumed issuance of deferred shares and exercise of outstanding options and warrants. As a result of the Company incurring a net loss for the six-month period ended June 30, 2018, the potential shares issuable related to outstanding deferred shares, options and warrants have been excluded from the calculation of diluted loss per share as the effect of such shares is anti-dilutive.
3.3 Share-based compensation
During June 2017, the Company granted 825,000 options (8.3 million after the Share Split) (the “June 2017 Options”), including 300,000 (3 million after the Share Split) that were granted to the Company’s Chief Executive Officer and 75,000 (750,000 after the Share Split) that were granted to members of the Company’s Board of Directors, that had an exercise price of $20.35 ($2.04 after the Share Split.) The terms of the June 2017 Options include antidilution protection to the holders in the event there is a distribution to the shareholders as defined in the underlying award agreements. As a result of the Capital Reduction and the antidilution protection, the exercise price of the June 2017 Options has been decreased to the nominal value of an ordinary share and the number of shares that may be subscribed for pursuant to the June 2017 Options has been reduced by 80% to 1.7 million. As of the grant date, the holders of the June 2017 Options could be due a total cash payment of 1.9 million EUR ($2.2 million based on the December 31, 2017 exchange rate) if all of the June 2017 Options vest (the “Antidilution Obligation”). For the six-month period ended June 30, 2018, an Antidilution Obligation of 309,000 EUR ($371,000) was provided for in connection with the June 2017 Options that vested during the six-month period ended June 30, 2018. At June 30, 2018, the remaining Antidilution Obligation, if all the June 2017 Options vest, is 1.2 million EUR ($1.4 million based on the June 30, 2018 exchange rate.) which is payable semi-annually on a pro rata basis over the remaining vesting period that ends on May 31, 2020. Since the June 2017 Option award agreements contain antidilution terms, payments made to the holders as the result of such terms were treated as a reduction to equity.
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- Definition No definition. No definition available.
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- Definition The entire disclosure of operating results. No definition available.
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Operating Assets and Liabilities |
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Operating Assets and Liabilities |
Section 4—Operating Assets and Liabilities
4.1 Prepaid expenses
4.2 Other receivables
4.3 Equipment
The Company announced on March 1, 2017 a plan to reduce costs and wind-down research and development efforts of FP187 ®. In connection with winding down of research and development efforts, certain equipment that had been used in the development of FP187 ® was deemed impaired. Accordingly, during the six-month period ended June 30, 2017, the Group recognized an impairment expense of $208,000 that is included within research and development costs.
4.4 Accrued liabilities
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- Definition Operating Assets And Liabilities [Abstract] No definition available.
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- Definition The entire disclosure for operating Assets and Liabilities. No definition available.
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Capital Structure and Related Items |
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Capital Structure and Related Items |
Section 5—Capital Structure and Related Items
5.1 Share capital
Subsequent to the Share Split and the Capital Reduction, each ADS represents two ordinary shares and each ordinary share has a nominal value of 0.01 DKK.
During June 2018, the Company issued 372,000 ordinary shares in connection with the exercise of an equal number of warrants. Proceeds to the Company on exercise totaled $1,000. As of June 30, 2018, there are 94.7 million ordinary shares outstanding.
5.2 Financial assets and liabilities
Recognized financial instruments
The Group has recognized the following categories of financial assets and liabilities.
Cash and cash equivalents:
The Company’s cash and cash equivalents at June 30, 2018 are held primarily at two banks with a Moody’s long-term credit rating of Aa2 or Aa3.
Financial assets:
Receivables as of June 30, 2018 and December 31, 2017
Fair value of other receivables is deemed to be their carrying amount based on payment terms that are generally 30 days.
Financial liabilities:
Trade payables as of June 30, 2018 and December 31, 2017
Fair value of trade payables is deemed to be their carrying amount based on payment terms that are generally 30 days.
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- References No definition available.
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- Definition The entire disclosure on capital structure, financial risk and related items. No definition available.
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Other Disclosures |
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Other Disclosures |
Section 6—Other Disclosures
6.1Related party disclosures
The Company is controlled by NB FP Investment K/S and its affiliates (collectively “NB”). The ultimate controlling party of the Company is Mr. Florian Schönharting who controls NB.
A director of the Company is a partner at the law firm that provides Danish legal services to the Group. Remuneration paid to the law firm is referred to below as “Danish Legal Services”. The director serves on the Company’s board of directors in his individual capacity and not as a representative of the law firm.
Two directors of the Company, who were elected to the board of directors on May 6, 2016, each entered into a four-year consulting agreement with the Company. One of the consulting agreements commenced in September 2015 and the second during October 2016. The consulting agreements provided for the granting of 25,000 (194,000 after the Share Split and Capital Reduction) and 12,500 (121,000 after the Share Split and the Capital Reduction) deferred shares, respectively, as full compensation for services to be rendered. The deferred shares vest in equal increments annually over four years from the date of grant. Unvested deferred shares vest immediately in the event there is a change in control as defined in the award agreement. The board member who holds 194,000 deferred shares did not stand for reelection and accordingly the consultant’s role as a board member terminated at the time of the Company’s Annual Shareholder meeting on May 3, 2017. Remuneration paid to the consultants, consisting only of share-based compensation, while the consultants were members of the Company’s board of directors is referred to below as “Consulting Services.”
The following tables provide the total amount of transactions that have been entered into with related parties and the amounts owed to/by related parties. The amounts stated below exclude VAT:
Patent transfer agreement between Aditech Pharma AG and the Company
The Company has entered into agreements with Aditech Pharma AG, a related party, that are discussed in Note 6.2.
6.2Contingent liabilities
Contingent liabilities are liabilities that arose from past events but whose existence will only be confirmed by the occurrence or non-occurrence of future events that in some situations are beyond the Groups’ control.
During the period January 19, 2013 to December 31, 2015 (“Joint Taxation Period”), the Company was subject to a Danish joint taxation group with Tech Growth Invest ApS (“Tech Growth”) and entities under Tech Growth’s control. A subsidiary of Tech Growth experienced a change in ownership on December 31, 2015. The effect of the change in ownership resulted in the year ended December 31, 2015 being the final year that the Company was part of the joint taxation group with Tech Growth. On January 1, 2016, the Company became part of a new Danish joint taxation group with NB FP Investment General Partner ApS, Forward Pharma FA ApS and, upon their inception during 2017, Operations and FWP IP (the “2016 Tax Group”). The Company remains liable with other entities in the joint taxation group with Tech Growth for Tech Growth’s Danish tax liabilities that can be allocated to the Joint Taxation Period and the Company is liable under the 2016 Tax Group with other entities in the tax group for Danish tax liabilities incurred for the years ending December 31, 2017 and 2016, by members of the 2016 Tax Group while being members of the tax group. Also see Note 3.1 regarding tax uncertainties.
In 2004, a private company Aditech Pharma AB (together with its successor-in-interest Aditech Pharma AG, “Aditech”), controlled by NB, began developing and filing patents for, among other things, formulations and dosing regimens of DMF. In 2005, the Company entered into a patent license agreement with Aditech to license this patent family from Aditech. In 2010, the Company acquired this patent family from Aditech pursuant to a patent transfer agreement (the “Transfer Agreement”) that replaced the patent license agreement. Under the Transfer Agreement, the Company obtained, among other things, Aditech’s patents and associated know-how related to DMF formulations and delivery systems (the “Aditech IP”). In connection with the License Agreement, the Company and Aditech executed an addendum to the Transfer Agreement (the “Addendum”). The Addendum clarified certain ambiguities with respect to the compensation due to Aditech in the event the Company would enter into the License Agreement and also provided for Aditech to waive certain rights under the Transfer Agreement. The Addendum specifies that Aditech receives 2% of the Non-refundable Fee (or $25 million) and is entitled to additional compensation should the Company receive royalties from Biogen under the License Agreement. The additional compensation due to Aditech will be determined based on whether Biogen has an exclusive or a co-exclusive license with the Company (on a country-by-country basis). If royalties are paid to the Company while Biogen has an exclusive license, Aditech will be entitled to receive a cash payment equal to 2% of the same base amount with respect to which the Company’s royalty percentage is calculated, accruing from the same period of time as any royalty payment payable by Biogen to the Company (prior to taking into account taxes, duties and VAT, if any.) If Biogen elects to acquire a co-exclusive license, Aditech will receive a cash payment equal to 20% of the royalty remitted to the Company by Biogen and any third party to which the Company may assign its United States co-exclusive license. Should the Company not assign its United States co-exclusive license to a third party but instead utilize the United States co-exclusive license to develop a DMF Formulation, the Company will, as was also the case prior to entering into the Addendum, be required to pay Aditech a royalty of 2% of net sales of such a product. Aditech is considered to be a related party of the Company due to control over Aditech by NB. The $25 million due to Aditech in accordance with the Addendum and in connection with the Company’s receipt of the Non-refundable Fee was paid during May 2017.
6.3Events after the reporting period
Subsequent to June 30, 2018, there were no events that were required to be reported except as follows:
On September 18, 2018, the Company issued 334,000 ordinary shares in connection with the exercise of an equal number of warrants. Proceeds to the Company on exercise totaled $1,000.
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- Definition The disclosure of additional information that is not presented elsewhere in the financial statements, but that is relevant to an understanding of them. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Results for the Period (Tables) |
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Schedule of major components of income tax benefit (expense) |
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Schedule of unrecognized net deferred tax assets |
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Schedule of net (loss) income attributable to ordinary shareholders |
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- Definition No definition. No definition available.
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- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pre tax income from continuing operations. No definition available.
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- Definition Tabular disclosure of the components of income tax expense (benefit) reported in the statement of profit and loss. No definition available.
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- Definition The disclosure of deferred taxes. [Refer: Deferred tax liabilities; Deferred tax assets] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The disclosure of earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Operating Assets and Liabilities (Tables) |
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Summary of accrued liabilities |
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- Definition Disclosure Of Prepaid Expenses Explanatory No definition available.
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- Definition Operating Assets And Liabilities [Abstract] No definition available.
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- Definition The disclosure of accrued expenses and other liabilities. [Refer: Accruals; Other liabilities] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The disclosure of trade and other receivables. [Refer: Trade and other receivables] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Other Disclosures (Tables) |
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Summary of transactions with related parties and the amounts owed to/by related parties |
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- References No definition available.
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- Definition The disclosure of transactions between the entity and its related parties. [Refer: Related parties [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The contingent liability payable amount by the entity in an agreement. No definition available.
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- Definition The duration of an appeal process. No definition available.
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- Definition The amount of contribution made by Group as the initial capitalization of the Foundation. No definition available.
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- Definition Non-refundable fee paid to the Company as part of a license agreement. No definition available.
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- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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- Definition The number of board members. No definition available.
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- Definition The number of directors appointed by the company. No definition available.
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- Definition The number of directors on the board. No definition available.
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- Definition The number of independent directors on the board. No definition available.
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- Definition The number of milligrams of dimethyl fumarate (DMF). No definition available.
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- Definition The number of occasions which the entity may assign its co-exclusive license to a single third party. No definition available.
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- Definition The number of wholly owned subsidiaries of Biogen, Inc. ("Biogen") that entered into a Settlement and License Agreement (the "License Agreement") with the entity. No definition available.
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- Definition Number of wholly owned subsidiaries. No definition available.
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- Definition The percentage of reduction in ordinary shares as a result of capital reduction. No definition available.
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- Definition Percentage of royalty to collect by the company based on an exclusive license. No definition available.
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- Definition Represents the stock split conversion ratio. No definition available.
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- Definition The fair value, at acquisition date, of the consideration transferred in a business combination. [Refer: Business combinations [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of future capital expenditures that the entity is committed to make. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The nominal value per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The decrease in equity resulting from a reduction in issued capital. [Refer: Issued capital] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Results for the Period - Major components of income tax expense (Details) - USD ($) $ in Thousands |
6 Months Ended | |
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Jun. 30, 2018 |
Jun. 30, 2017 |
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Results for the Period | ||
Current income tax benefit (expense) | $ 161 | $ (247,889) |
Deferred income tax benefit (expense) | 43 | (23,885) |
Income tax benefit (expense) | $ 204 | $ (271,774) |
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- Definition No definition. No definition available.
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- Definition The amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount of tax expense or income relating to changes in deferred tax liabilities and deferred tax assets, recognised in profit or loss. [Refer: Deferred tax assets; Deferred tax expense (income); Deferred tax liabilities] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate amount included in the determination of profit (loss) for the period in respect of current tax and deferred tax that relate to continuing operations. [Refer: Continuing operations [member]; Current tax expense (income); Deferred tax expense (income)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Results for the Period - Income tax expense and unrecognized deferred tax assets (Details) $ in Thousands, € in Millions |
6 Months Ended | 12 Months Ended | ||
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Jun. 30, 2018
USD ($)
item
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Jun. 30, 2017
USD ($)
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Dec. 31, 2017
EUR (€)
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Dec. 31, 2017
USD ($)
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Income tax expense : | ||||
Net (loss) income before tax | $ (5,474) | $ 1,213,010 | ||
Tax benefit (expense) at the Company's statutory income tax rate (22.0%) | 1,204 | (266,862) | ||
Non-deductible expenses for tax purposes | (2) | (22) | ||
Adjustment related to the prior year | 161 | |||
Unrecognized deferred tax assets | (1,155) | (222) | ||
Income tax benefit (expense) | 204 | $ (271,774) | ||
Statutory tax rates (as a percent) | 22.00% | |||
Deferred tax | ||||
Tax effect of tax loss carry forwards | 4,942 | $ 4,726 | ||
Share-based payment | 1,752 | 2,304 | ||
Other (net) | (12) | |||
Unrecognized deferred tax assets, net | $ 6,682 | 7,030 | ||
Number of audits | item | 2 | |||
Cash payments to equity awards | € 36.2 | $ 43,400 | ||
Germany | ||||
Income tax expense : | ||||
Effect of higher tax rate in Germany | $ (4) | $ (4,668) |
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- Definition Represents cash payments to equity awards (deduction). No definition available.
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- Definition The number of audits No definition available.
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- Definition The amount of other unrecognized deferred tax differences that the entity does not separately disclose. No definition available.
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- Definition The amount of share-based payment for which no deferred tax asset is recognised. No definition available.
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- Definition The amount that represents the difference between the tax expense (income) and the product of the accounting profit multiplied by the applicable tax rate(s) that relates to recognized and unrecognized deferred tax assets. No definition available.
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- Definition The amount of profit (loss) for a period before deducting tax expense. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Adjustments of tax expense (income) recognised in the period for current tax of prior periods. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The applicable income tax rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of deductible temporary differences for which no deferred tax asset is recognised in the statement of financial position. [Refer: Temporary differences [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The aggregate amount included in the determination of profit (loss) for the period in respect of current tax and deferred tax that relate to continuing operations. [Refer: Continuing operations [member]; Current tax expense (income); Deferred tax expense (income)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount that represents the difference between the tax expense (income) and the product of the accounting profit multiplied by the applicable tax rate(s) that relates to expenses not deductible in determining taxable profit (tax loss). [Refer: Accounting profit] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount that represents the difference between the tax expense (income) and the product of the accounting profit multiplied by the applicable tax rate(s) that relates to foreign tax rates. [Refer: Accounting profit] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The product of the accounting profit multiplied by the applicable tax rate(s). [Refer: Accounting profit; Applicable tax rate] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of unused tax losses for which no deferred tax asset is recognised in the statement of financial position. [Refer: Unused tax losses [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Results for the Period - Net (loss) income per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
6 Months Ended | ||
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Aug. 02, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Results for the Period | |||
Annulment of ordinary shares (as a percent) | 80.00% | 80.00% | |
Premium (as a percent) | 15.00% | ||
Share split (ratio) | 11.5 | ||
Net (loss) income attributable to ordinary shareholders of the Parent used for computing basic and diluted per share amounts | $ (5,270) | $ 941,236 | |
Weighted average number of ordinary shares used for basic per share amounts | 94,407 | 542,394 | |
Dilutive effect of outstanding options, warrants and deferred shares | 20,027 | ||
Weighted average number of ordinary shares used for diluted per share amounts | 94,407 | 562,421 | |
Net (loss) income per share basic | $ (0.06) | $ 1.74 | |
Net (loss) income per share diluted | $ (0.06) | $ 1.67 |
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- Definition No definition. No definition available.
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- Definition The percentage of reduction in ordinary shares as a result of capital reduction. No definition available.
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- Definition The percentage of share premium. No definition available.
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- Definition Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one. No definition available.
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- Definition The weighted average number of ordinary shares outstanding plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. [Refer: Ordinary shares [member]; Weighted average [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of profit (loss) attributable to ordinary equity holders of the parent entity (the numerator) divided by the weighted average number of ordinary shares outstanding during the period (the denominator). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of profit (loss) attributable to ordinary equity holders of the parent entity (the numerator), divided by the weighted average number of ordinary shares outstanding during the period (the denominator), both adjusted for the effects of all dilutive potential ordinary shares. [Refer: Ordinary shares [member]; Weighted average [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The number of dilutive potential ordinary shares that relate to the assumed conversion of the entity's convertible instruments. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The profit (loss) attributable to ordinary equity holders of the parent equity. [Refer: Profit (loss)] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The number of ordinary shares outstanding at the beginning of the period, adjusted by the number of ordinary shares bought back or issued during the period multiplied by a time-weighting factor. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount paid to option holders as a result of the Capital Reduction. No definition available.
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- Definition The amount due to option holders as a result of capital reduction. No definition available.
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- Definition The exercise price of share options outstanding after share split. No definition available.
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- Definition The number of share options granted in a share-based payment arrangement representing after share split. No definition available.
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- Definition Represents number of share options reduced after share split No definition available.
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- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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- Definition The exercise price of outstanding share options. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The number of share options granted in a share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Operating Assets and Liabilities - Prepaid expense (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Operating Assets and Liabilities | ||
Insurance | $ 209 | $ 421 |
Other | 60 | 81 |
Total | $ 269 | $ 502 |
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- Definition The amount of current prepaid insurance. No definition available.
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- Definition Operating Assets And Liabilities [Abstract] No definition available.
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- Definition The amount of other current prepaid insurance. No definition available.
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- Definition The amount recognised as a current asset for expenditures made prior to the period when the economic benefit will be realised. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Operating Assets and Liabilities - Other receivables (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Operating Assets and Liabilities | ||
Value added tax receivables ("VAT") | $ 253 | $ 513 |
Other receivables | 6 | 5 |
Total | $ 259 | $ 518 |
X | ||||||||||
- Definition Operating Assets And Liabilities [Abstract] No definition available.
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- Definition The amount of current other receivables. [Refer: Other receivables] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount receivable by the entity that it does not separately disclose in the same statement or note. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The amount of receivables related to a value added tax. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Operating Assets and Liabilities - Equipment (Details) |
6 Months Ended |
---|---|
Jun. 30, 2017
USD ($)
| |
Operating Assets and Liabilities | |
Impairment loss included in research and development costs | $ 208,000 |
X | ||||||||||
- Definition Amount of impairment loss included in research and development expenses. No definition available.
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X | ||||||||||
- Definition Operating Assets And Liabilities [Abstract] No definition available.
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Operating Assets and Liabilities - Accrued liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Operating Assets and Liabilities | ||
Amounts due to equity award holders | $ 83 | $ 11,757 |
Professional advisors | 794 | 910 |
Other | 269 | 376 |
Total | $ 1,146 | $ 13,043 |
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees. No definition available.
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X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for share based payments. No definition available.
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X | ||||||||||
- Definition Operating Assets And Liabilities [Abstract] No definition available.
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X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. No definition available.
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X | ||||||||||
- Definition The amount of current accrued expenses and other current liabilities. [Refer: Accruals; Other current liabilities] Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Capital Structure and Related Items - Share capital (Details) |
1 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2018
USD ($)
item
|
Jun. 30, 2017
USD ($)
|
Jun. 30, 2018
kr / shares
shares
|
Aug. 02, 2017
kr / shares
|
|
Capital Structure and Related Items | |||||
Per share nominal value of an ordinary share | kr / shares | kr 0.01 | kr 0.01 | |||
Proceeds from issuing shares | $ | $ 1,000 | $ 49,000 | |||
Number of banks in which cash and cash equivalents primarily held | item | 2 | ||||
ADS | |||||
Capital Structure and Related Items | |||||
Number of share per ADS | 2 | ||||
Ordinary shares | |||||
Capital Structure and Related Items | |||||
Ordinary shares issued in connection with the exercise of warrants | 372,000 | ||||
Proceeds from issuing shares | $ | $ 1,000 | ||||
Number of shares outstanding | 94,700,000 |
X | ||||||||||
- Definition Represents the number of banks in which the company primarily held its cash and cash equivalents. No definition available.
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X | ||||||||||
- Definition Number of ordinary share per each ADS. No definition available.
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X | ||||||||||
- Definition The number of ordinary shares issued in connection with the exercise of an equal number of warrants. No definition available.
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X | ||||||||||
- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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- Definition The number of shares that have been authorised and issued, reduced by treasury shares held. [Refer: Treasury shares] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The nominal value per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow from issuing shares. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Details
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Other Disclosures - Related party disclosures (Details) $ in Thousands |
1 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
May 06, 2016
director
|
Oct. 31, 2016
EquityInstruments
|
Sep. 30, 2015
EquityInstruments
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
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Dec. 31, 2017
USD ($)
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|
Disclosure of transactions between related parties [line items] | ||||||
Number of directors with consulting agreements | director | 2 | |||||
Consulting agreement term | 4 years | |||||
Purchase of services from NB | $ 47 | $ 42 | ||||
Danish Legal Services | 311 | 687 | ||||
Consulting Services | 39 | $ 126 | ||||
Amounts owed to related parties (excluding VAT) | $ 173 | $ 283 | ||||
Consultants | Deferred shares | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Granted | EquityInstruments | 12,500 | 25,000 | ||||
Granted (after Share Split) | EquityInstruments | 121,000 | 194,000 | ||||
Vesting term of deferred shares | 4 years |
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- Definition The term of consulting agreement. No definition available.
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- Definition The amount of services received in related party transactions from consultants. Services classified as "Consulting Services." No definition available.
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X | ||||||||||
- Definition Remuneration paid to law firm, which director was a partner, for services rendered. This is classified as "Danish Legal Services." No definition available.
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X | ||||||||||
- Definition Period which the right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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X | ||||||||||
- Definition Represents the number of directors within the Company with consulting agreements. No definition available.
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X | ||||||||||
- Definition The number of other equity instruments (other than share options) granted in a share-based payment arrangement, after share split. No definition available.
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X | ||||||||||
- Definition The amounts payable resulting from related party transactions. [Refer: Related parties [member]] Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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X | ||||||||||
- Definition The number of other equity instruments (ie other than share options) granted in a share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The amount of services received in related party transactions. [Refer: Related parties [member]] Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Details
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- Details
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Other Disclosures - Contingent liabilities (Details) - Aditech - USD ($) $ in Millions |
1 Months Ended | 6 Months Ended |
---|---|---|
May 31, 2017 |
Jun. 30, 2018 |
|
Contingent liabilities | ||
Obligation payable | $ 25 | |
Addendum | ||
Contingent liabilities | ||
Percentage due of non refundable fee | 2.00% | |
Obligation payable | $ 25 | |
Contingent liability paid | $ 25 | |
Exclusive license | ||
Contingent liabilities | ||
Percentage Royalty Due Contingent Liability | 2.00% | |
Co-exclusive license | ||
Contingent liabilities | ||
Percentage Royalty Due Contingent Liability | 20.00% | |
Co-exclusive rights to develop | ||
Contingent liabilities | ||
Percentage Royalty Due Contingent Liability | 2.00% |
X | ||||||||||
- Definition The contingent liability payable amount by the entity in an agreement. No definition available.
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X | ||||||||||
- Definition Amount of payment of contingent liabilities. No definition available.
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X | ||||||||||
- Definition The percentage of non-refundable fee payable by the Company. No definition available.
|
X | ||||||||||
- Definition Represents the percentage of royalties the Company is due to pay based on the contingent liability. No definition available.
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X | ||||||||||
- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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- Details
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- Details
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- Details
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- Details
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X | ||||||||||
- Details
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Other Disclosures - Events after the reporting period (Details) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Sep. 18, 2018 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Events after the reporting period | |||
Proceeds from issuing shares | $ 1,000 | $ 49,000 | |
Ordinary shares issuance | |||
Events after the reporting period | |||
Ordinary shares issued in connection with the exercise of warrants | 334,000 | ||
Proceeds from issuing shares | $ 1,000 |
X | ||||||||||
- Definition The number of ordinary shares issued in connection with the exercise of an equal number of warrants. No definition available.
|
X | ||||||||||
- Definition Line items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table. No definition available.
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X | ||||||||||
- Definition The cash inflow from issuing shares. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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X | ||||||||||
- Details
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