Results for the year (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
| Results for the year |
|
| Schedule of staff costs |
|
|
|
Year ended December 31
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
USD '000
|
|
USD '000
|
|
USD '000
|
|
|
Wages and salaries
|
|
|
2,166
|
|
|
2,175
|
|
|
1,832
|
|
|
Social taxes and benefits
|
|
|
197
|
|
|
407
|
|
|
407
|
|
|
Share-based payment (Note 3.4)
|
|
|
7,082
|
|
|
14,288
|
|
|
13,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,445
|
|
|
16,870
|
|
|
15,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs are included in the statement of profit or loss as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Research and development costs
|
|
|
5,712
|
|
|
9,230
|
|
|
6,779
|
|
|
General and administrative costs
|
|
|
3,733
|
|
|
7,640
|
|
|
9,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,445
|
|
|
16,870
|
|
|
15,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation to senior management personnel of the Group
|
|
|
|
|
|
|
|
|
|
|
|
Short-term employee benefits
|
|
|
622
|
|
|
670
|
|
|
718
|
|
|
Severance benefits
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
Share-based payment(*)
|
|
|
223
|
|
|
3,290
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total compensation paid to key management personnel
|
|
|
962
|
|
|
3,960
|
|
|
6,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
The amount disclosed for the year ended December 31, 2017 includes the effect of the reversal of previously recognized share-based compensation of $5.3 million in connection with the termination of certain members of senior management.
|
|
| Summary of the activity for equity awards in the form of options and warrants and the weighted average exercise price (WAEP): |
|
|
|
Share Options and Warrants Adjusted for the Share Split
|
|
|
|
|
Key Management Personnel(*)
|
|
Employees and Consultants
|
|
Non- Employee Consultants
|
|
Total Awards
|
|
WAEP
|
|
|
|
|
No. '000
|
|
No. '000
|
|
No. '000
|
|
No. '000
|
|
|
|
|
Outstanding at January 1, 2015
|
|
|
10,582
|
|
|
17,950
|
|
|
—
|
|
|
28,532
|
|
$
|
0.50
|
|
|
Granted
|
|
|
1,783
|
|
|
5,284
|
|
|
4,996
|
|
|
12,063
|
|
$
|
5.16
|
|
|
Expiring Awards
|
|
|
(3,337
|
)
|
|
(9,821
|
)
|
|
—
|
|
|
(13,158
|
)
|
$
|
0.10
|
|
|
Replacement Awards
|
|
|
4,229
|
|
|
9,420
|
|
|
—
|
|
|
13,649
|
|
$
|
0.10
|
|
|
Additional Awards
|
|
|
1,474
|
|
|
2,143
|
|
|
—
|
|
|
3,617
|
|
$
|
3.01
|
|
|
Exercised
|
|
|
—
|
|
|
(2,158
|
)
|
|
—
|
|
|
(2,158
|
)
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
14,731
|
|
|
22,818
|
|
|
4,996
|
|
|
42,545
|
|
$
|
2.04
|
|
|
Granted
|
|
|
1,783
|
|
|
5,743
|
|
|
—
|
|
|
7,526
|
|
$
|
1.50
|
|
|
Expiring Awards
|
|
|
(891
|
)
|
|
—
|
|
|
—
|
|
|
(891
|
)
|
$
|
0.08
|
|
|
Exercised
|
|
|
—
|
|
|
(1,300
|
)
|
|
—
|
|
|
(1,300
|
)
|
$
|
0.09
|
|
|
Expired and forfeited
|
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
(985
|
)
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
|
15,623
|
|
|
26,276
|
|
|
4,996
|
|
|
46,895
|
|
$
|
2.08
|
|
|
Granted
|
|
|
4,350
|
|
|
4,500
|
|
|
—
|
|
|
8,850
|
|
$
|
2.08
|
|
|
Exercised
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
$
|
0.12
|
|
|
Forfeited
|
|
|
(2,976
|
)
|
|
(2,773
|
)
|
|
—
|
|
|
(5,749
|
)
|
$
|
1.86
|
|
|
Effect of the Amendment and the June 2017 Award Adjustment
|
|
|
(12,801
|
)
|
|
(22,603
|
)
|
|
—
|
|
|
(35,404
|
)
|
$
|
1.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
|
4,196
|
|
|
4,999
|
|
|
4,996
|
|
|
14,191
|
|
$
|
3.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2017
|
|
|
2,922
|
|
|
3,937
|
|
|
1,998
|
|
|
8,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
Includes current and former senior management and current and former members of the board of directors.
|
|
| Summary of range of exercise prices |
|
|
|
Adjusted for the Share Split
|
|
|
Range of exercise prices (per share)
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
No. '000
|
|
No. '000
|
|
No. '000
|
|
|
$0.0016 to $0.12
|
|
|
7,625
|
|
|
17,878
|
|
|
20,069
|
|
|
$0.75 to $0.95
|
|
|
—
|
|
|
2,139
|
|
|
2,139
|
|
|
$1.26 to $1.80
|
|
|
179
|
|
|
4,635
|
|
|
—
|
|
|
$2.09 to $2.83
|
|
|
2,618
|
|
|
13,037
|
|
|
11,037
|
|
|
$3.05 to $3.77
|
|
|
674
|
|
|
6,708
|
|
|
6,802
|
|
|
$4.51 to $6.92
|
|
|
597
|
|
|
—
|
|
|
—
|
|
|
$14.13
|
|
|
2,498
|
|
|
2,498
|
|
|
2,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
14,191
|
|
|
46,895
|
|
|
42,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Summary of the inputs to the model used to value equity awards, including modifications of equity awards, as well as the average fair value per option or warrant awarded or modified |
|
Year ended December 31, 2017
|
|
|
|
Dividend yield (%)
|
|
0
|
|
Expected volatility (%)
|
|
64 - 79
|
|
Risk-free interest rate (%)
|
|
(0.7) to 2.1
|
|
Expected life of the equity award (years)
|
|
0.5 to 7
|
|
Share price
|
|
2.04 USD to 2.74 USD
|
|
Exercise price
|
|
0.0016 USD to 6.92 USD
|
|
Model used
|
|
Black Scholes
|
|
Basis for determination of share price
|
|
Quote on Nasdaq
|
|
Average fair value per option or warrant granted
|
|
10.90 USD
|
|
Year ended December 31, 2016
|
|
|
|
Dividend yield (%)
|
|
0
|
|
Expected volatility (%)
|
|
73 - 79
|
|
Risk-free interest rate (%)
|
|
(1.2) to 1.8
|
|
Expected life of the equity award (years)
|
|
4.0 to 5.0
|
|
Share price
|
|
1.64 USD to 2.20 USD
|
|
Exercise price
|
|
0.06 USD to 2.20 USD
|
|
Model used
|
|
Black Scholes
|
|
Basis for determination of share price
|
|
Quote on Nasdaq
|
|
Average fair value per option or warrant granted
|
|
1.18 USD
|
|
Year ended December 31, 2015
|
|
|
|
Dividend yield (%)
|
|
0
|
|
Expected volatility (%)
|
|
69 - 76
|
|
Risk-free interest rate (%)
|
|
(0.1) to 1.7
|
|
Expected life of the equity award (years)
|
|
3.5 to 5.0
|
|
Share price
|
|
1.81 USD to 3.90 USD
|
|
Exercise price
|
|
0.06 USD to 3.69 USD
|
|
Model used
|
|
Black Scholes
|
|
Basis for determination of share price
|
|
Quote on Nasdaq
|
|
Average fair value per option or warrant granted
|
|
1.31 USD
|
|
| Summary of deferred share activity |
|
|
|
Deferred Shares Adjusted for the Share Split
|
|
|
|
|
Key Management Personnel(*)
|
|
Employees and Consultants
|
|
Total Awards
|
|
|
|
|
No. '000
|
|
No. '000
|
|
No. '000
|
|
|
Outstanding at January 1, 2015(a)
|
|
|
5,686
|
|
|
—
|
|
|
5,686
|
|
|
Granted
|
|
|
—
|
|
|
550
|
|
|
550
|
|
|
Vested and issued(a)
|
|
|
(1,422
|
)
|
|
—
|
|
|
(1,422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
4,264
|
|
|
550
|
|
|
4,814
|
|
|
Granted
|
|
|
125
|
|
|
—
|
|
|
125
|
|
|
Transfer(b)
|
|
|
250
|
|
|
(250
|
)
|
|
—
|
|
|
Vested and issued(a)
|
|
|
(1,422
|
)
|
|
—
|
|
|
(1,422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
|
3,217
|
|
|
300
|
|
|
3,517
|
|
|
Granted
|
|
|
450
|
|
|
450
|
|
|
900
|
|
|
Forfeited(a)
|
|
|
(2,842
|
)
|
|
—
|
|
|
(2,842
|
)
|
|
Effect of the Amendment and the Deferred Share Adjustment
|
|
|
(419
|
)
|
|
(456
|
)
|
|
(875
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017(c)
|
|
|
406
|
|
|
294
|
|
|
700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and unissued at December 31, 2017
|
|
|
127
|
|
|
107
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
Includes current and former senior management and current and former members of the board of directors.
|
|
(a)
|
During 2014, 5.7 million deferred shares were granted to the Company's Chief Financial Officer ("CFO"). The deferred shares vested annually over four years. The CFO was terminated during 2017 and 2.8 million unvested deferred shares were forfeited.
|
|
(b)
|
A consultant who was granted deferred shares in 2015 was a member of the Company's board of directors from May 6, 2016 to May 3, 2017. See Note 6.1.
|
|
(c)
|
At December 31, 2017, each deferred share has an exercise price of 0.01 DKK or $0.0016 based on the December 31, 2017 exchange rate.
|
|
| Summary of share based compensation expense included within operating results |
|
|
|
Year Ended December 31,
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
USD '000
|
|
USD '000
|
|
USD '000
|
|
|
Research and development costs
|
|
|
4,852
|
|
|
7,984
|
|
|
6,000
|
|
|
General and administrative costs
|
|
|
2,230
|
|
|
6,304
|
|
|
7,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,082
|
|
|
14,288
|
|
|
13,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Schedule of components of income tax benefit in statement of profit and loss |
|
|
|
Year Ended December 31,
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
USD '000
|
|
USD '000
|
|
USD '000
|
|
|
Current income tax (expense) benefit
|
|
|
(244,288
|
)
|
|
(79
|
)
|
|
336
|
|
|
Deferred income tax (expense) benefit
|
|
|
(23,107
|
)
|
|
21,282
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit reported in the statement of profit and loss
|
|
|
(267,395
|
)
|
|
21,203
|
|
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Schedule of income tax (expense) benefit reconciliation |
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
USD '000
|
|
USD '000
|
|
USD '000
|
|
|
Income (loss) before tax
|
|
|
1,184,488
|
|
|
(54,539
|
)
|
|
(37,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the Company's statutory income tax rate(1)
|
|
|
(260,587
|
)
|
|
11,999
|
|
|
8,775
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expenses for tax purposes
|
|
|
(1,780
|
)
|
|
(3,100
|
)
|
|
(1,032
|
)
|
|
Effect of higher tax rate in Germany(2)
|
|
|
(4,980
|
)
|
|
844
|
|
|
1,517
|
|
|
(Unrecognized) recognized deferred tax assets
|
|
|
(48
|
)
|
|
11,460
|
|
|
(9,102
|
)
|
|
Refundable tax credit
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit reported in the statement of profit and loss
|
|
|
(267,395
|
)
|
|
21,203
|
|
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
22.6
|
%
|
|
38.9
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The statutory Danish tax rates for 2017, 2016 and 2015 were 22%, 22% and 23.5% respectively.
|
|
(2)
|
The statutory German tax rates for 2017, 2016 and 2015 were 31.9%, 31.9% and 31.9% respectively.
|
|
| Schedule of recognized and unrecognized deferred tax (liabilities) assets |
The recognized deferred tax (liabilities) assets at December 31, 2017 and 2016 are as follows:
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2017
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2016
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USD '000
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USD '000
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Net operating loss carryforwards
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—
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31,999
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Share-based payment
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—
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502
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Acquired Patents (see below)
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—
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55,870
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Payment Obligation (see below)
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—
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(65,181
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)
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Other
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(43
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)
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(126
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)
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Total deferred income tax (liability) benefit
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(43
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)
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23,064
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The unrecognized deferred tax assets at December 31, 2017 and 2016 are as follows:
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2017
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2016
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USD '000
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USD '000
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Tax effect of tax loss carry forwards
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4,726
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4,139
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Share-based payment(*)
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2,304
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4,876
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Unrecognized deferred tax assets, net
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7,030
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9,015
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(*)
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The amount for 2016 has been revised to conform with the 2017 presentation.
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| Schedule of temporary difference |
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Denmark
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Germany
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2017
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2016
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2015
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2017
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2016
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2015
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USD '000
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USD '000
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USD '00
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USD '000
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USD '000
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USD '00
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Unused tax losses
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—
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—
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25,070
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14,805
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13,273
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35,817
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Deductible temporary differences regarding share-based payment(*).
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10,474
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22,163
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24,961
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—
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—
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—
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(*)
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The amounts for 2016 and 2015 have been revised to conform with the 2017 presentation.
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| Schedule of earning per share |
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2017
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2016
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2015
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USD
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USD
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USD
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Revised
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Revised
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Net income (loss) attributable to ordinary shareholders of the Parent used for computing basic and diluted net income (loss) per share
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917,093
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(33,336
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)
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(37,004
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)
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Weighted average number of ordinary shares used for basic per share amounts
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380,133
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540,650
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537,614
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Dilutive effect of outstanding options, warrants and deferred shares
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18,810
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—
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—
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Weighted average number of ordinary shares used for diluted per share amounts
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398,943
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540,650
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537,614
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Net income (loss) per share basic
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2.41
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(0.06
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)
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(0.07
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)
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Net income (loss) per share diluted
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2.30
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(0.06
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)
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(0.07
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)
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