The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial
statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Interim Consolidated
Financial Statements
The accompanying unaudited interim condensed consolidated financial statements of Pieris Pharmaceuticals, Inc.
(“Pieris” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. All significant intercompany balances and
transactions have been eliminated in the consolidation. Certain information and footnotes normally included in financial statement prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”). Accordingly, the statements do not include all of the information and notes required by U.S. GAAP for complete annual consolidated financial statements. It is recommended that these financial statements be
read in conjunction with the consolidated financial statements and related footnotes that appear in the Annual Report on Form
10-K
of the Company for the year ended December 31, 2016 filed with the SEC on
March 30, 2017 (the “2016 Annual Report”).
In the opinion of management, the unaudited interim condensed consolidated financial statements
have been prepared on the same basis as the audited condensed consolidated financial statements for the year ending December 31, 2016, and all adjustments, including normal recurring adjustments, considered necessary for the fair presentation
of the Company’s unaudited interim consolidated financial statements have been included. The results of operations, for the three and nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected
for the year ending December 31, 2017 or any future period.
Use of estimates
The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues, and expenses in the financial statements and disclosures in the accompanying notes. Significant estimates are used for, but are not limited to,
revenue recognition, deferred tax assets, liabilities and valuation allowances, fair value of stock options and various accruals. Management evaluates its estimates on an ongoing basis. Actual results and outcomes could differ materially from
management’s estimates, judgments and assumptions.
2. Critical Accounting Policies
Research and development expenses
Research and
development expenses are charged to the condensed consolidated statement of operations as incurred. Nonrefundable advance payments for research and development goods or services to be received in the future are deferred and capitalized. The
capitalized amounts are expensed as the related goods are delivered or the services are performed. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits,
facilities costs,
pre-clinical
and clinical costs, contract services, consulting, depreciation and amortization expense, and other related costs. Costs associated with acquired technology, in the form of
upfront fees or milestone payments, are charged to research and development expense as incurred.
Revenue Recognition
Pieris has entered into several licensing and development agreements with collaboration partners for the development of Anticalin
®
therapeutics against a variety of targets in diseases and conditions. The terms of these agreements contain multiple elements and deliverables, which may include: (i) licenses, or options to
obtain licenses, to Pieris’ Anticalin technology and (ii) research activities to be performed on behalf of the collaborative partner. Payments to Pieris, under these agreements, may include upfront fees (which include license and option
fees), payments for research activities, payments based upon the achievement of certain milestones and royalties on product sales. There are no performance, cancellation, termination, or refund provisions in any of the arrangements that could result
in material financial consequences to Pieris. Pieris follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
605-25,
Revenue Recognition—Multiple-Element Arrangements
(“605-25”)
and ASC Topic
605-28,
Revenue Recognition—Milestone Method
(“605-28”)
in accounting for these agreements.
Multiple-Element Arrangements
When evaluating multiple-element arrangements, Pieris identifies the deliverables included within the agreement and evaluates which deliverables represent
separate units of accounting based on whether the delivered element has stand-alone value to the customer or if the arrangement includes a general right of return for delivered items.
5
The consideration received is allocated among the separate units of accounting using the relative selling price
method, and the applicable revenue recognition criteria are applied to each of the separate units of accounting. Pieris has used best estimate of selling price (“BESP”) methodology to estimate the selling price for licenses and options to
acquire additional licenses to its proprietary technology because Pieris does not have vendor specific objective evidence (“VSOE”) or third-party evidence (“TPE”) of selling price for these deliverables. To determine the
estimated selling price of a license to its proprietary technology, Pieris considers market conditions as well as entity-specific factors, including those factors contemplated in negotiating the agreements, terms of previous collaborative
agreements, similar agreements entered into by third parties, market opportunity, estimated development costs, probability of success, and the time needed to commercialize a product candidate pursuant to the license. In validating Pieris’ best
estimate of selling price, Pieris evaluates whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration among multiple deliverables.
Multiple element arrangements, such as license and development arrangements, are analyzed to determine whether the deliverables, which often include licenses
and performance obligations such as research and development services and steering committee services, can be separated or whether they must be accounted for as a combined unit of accounting in accordance with U.S. GAAP. The Company recognizes the
arrangement consideration allocated to licenses as revenue upon delivery of the license only if the license has stand-alone value. If the license is considered not to have stand-alone value, the license would then be combined with other undelivered
elements into a combined unit of accounting and the license payments and payments for performance obligations would be recognized as revenue when the revenue recognition criteria have been satisfied for the last deliverable within the unit of
accounting. In the case of combined units of accounting that include delivered licenses and undelivered services to be provided over time, revenue would be recognized over the estimated period during which services will be provided.
If the Company is involved in a steering committee, as part of a multiple element arrangement, the Company assesses whether its involvement constitutes a
performance obligation or a right to participate. Steering committee services that are determined to be performance obligations, are combined with other research services or performance obligations required under an arrangement, if any, in
determining the level of effort required in an arrangement and the period over which the Company expects to complete its aggregate performance obligations.
The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC
605-25
are satisfied for that particular unit of accounting. For each unit of accounting, the Company must determine the period over which the performance obligations will be performed and revenue will be
recognized. Revenue will be recognized using either a proportional performance or straight-line method. The Company recognizes revenue using the proportional performance method, provided the Company can reasonably estimate the level of effort
required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-effort basis. Full-time equivalents are typically used as the measure of performance.
If the Company cannot reasonably estimate when its performance obligation either ceases or becomes inconsequential and perfunctory, then revenue is deferred
until the Company can reasonably estimate when the performance obligation ceases or becomes inconsequential.
Significant management judgment is required
in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement.
The accounting treatment for options granted to collaborators is dependent upon the nature of the option granted to the collaborative partner. Options are
considered substantive if, at the inception of an agreement, Pieris is at risk as to whether the collaborative partner will choose to exercise the option(s) to secure additional goods or services. Factors that are considered in evaluating whether
options are substantive include the overall objective of the arrangement, benefit the collaborator might obtain from the agreement without exercising the options, cost to exercise the options relative to the total upfront consideration, and
additional financial commitments or economic penalties imposed on the collaborator as a result of exercising the options.
In arrangements where options
to obtain additional deliverables are considered substantive, Pieris determines whether the optional licenses are priced at a significant and incremental discount. If the prices include a significant and incremental discount, the option is
considered a deliverable in the arrangement. However, if not priced at a discount, the option is not considered a deliverable in the arrangement. When a collaborator exercises an option to acquire an additional license, the exercise fee that is
attributed to the additional license and any incremental discount allocated at inception are recognized in a manner consistent with the treatment of
up-front
payments for licenses (
i.e.
, license and
research services). In the event an option expires
un-exercised,
any incremental discounts deferred at the inception of the arrangement are recognized into revenue upon expiration. For options that are
non-substantive,
the additional licenses to which the options pertain are considered deliverables upon inception of the arrangement; Pieris applies the multiple-element revenue recognition criteria to determine
accounting treatment.
6
Payments or reimbursements resulting from Pieris’ research and development efforts in multi-element
arrangements, in which Pieris’ research and development efforts are considered to be a deliverable, are included in allocable consideration and allocated to the units of accounting. These reimbursements are recognized as the services are
performed and are presented on a gross basis, so long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is reasonably assured. Revenue recognized cannot exceed the amount
that has been earned and has been billed or is currently billable. Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets.
Milestone Payments and Royalties
At the inception of
each agreement that includes milestone payments, Pieris evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether:
(a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the
entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. Pieris
evaluates factors such as scientific, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone
consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment.
Pieris aggregates milestones
into four categories: (i) research milestones, (ii) development milestones, (iii) commercial milestones, and (iv) sales milestones. Research milestones are typically achieved upon reaching certain success criteria as defined in
each agreement related to developing an Anticalin protein against the specified target. Development milestones are typically reached when a compound reaches a defined phase of clinical research or passes such phase, or upon gaining regulatory
approvals. Commercial milestones are typically achieved when an approved pharmaceutical product reaches the status for commercial sale, including regulatory approval. Sales milestones are certain defined levels of net sales by the licensee, such as
when a product first achieves global sales or annual sales of a specified amount.
For revenues from research, development, and commercial milestone
payments, if the milestones are deemed substantive and the milestone payments are nonrefundable, such amounts are recognized entirely upon successful accomplishment of the milestones, assuming all other revenue recognition criteria are met.
Milestones that are not considered substantive are accounted for as contingent revenue and will be recognized when achieved to the extent the Company has no remaining performance obligations under the arrangement. Revenues from sales milestone
payments are accounted for as royalties and are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. Royalty payments are recognized in revenues based on the timing of royalty payments
earned in accordance with the agreements, which typically is the period when the relevant sales occur, assuming all other revenue recognition criteria are met.
3. Revenues
General
Pieris has not generated revenues from product sales to date. Pieris has generated revenues from: (i) license and collaboration agreements, which include
upfront payments for licenses or options to obtain licenses, payments for research and development services and milestone payments, and (ii) government grants.
F.Hoffmann-La
Roche Ltd. and Hoffmann- La Roche Inc.
In December 2015, the Company entered into a Research Collaboration and License Agreement (the “Roche Agreement”) with F.Hoffmann- La Roche Ltd.
and Hoffmann- La Roche Inc., (“Roche”), for the research, development, and commercialization of Anticalin-based drug candidates against a predefined, undisclosed target in cancer immune therapy. The parties are jointly pursuing a
preclinical research program with respect to the identification and generation of Anticalin proteins that bind to a specific target. Roche has the ability to continue certain exclusivity rights for up to an additional five years following the end of
the research program. Both Roche and the Company will participate in a joint research committee in connection with this agreement. Following the research program, Roche will be responsible for subsequent
pre-clinical
and clinical development of any product developed through the research plan and will have worldwide commercialization rights to any such product.
Effective September 28, 2017, Roche exercised their option to extend the initial period for the research program until April 30, 2018 and Roche has
the option to extend this period until up to August 31, 2018.
7
Roche has paid $6.5 million of an upfront payment for the research collaboration. Additionally, Roche will
pay Pieris for research services provided by Pieris in conjunction with the research program. Roche will also pay Pieris certain development and sales milestones as they are achieved.
Pieris recorded $1.0 million and $2.8 million in revenue, respectively, for the three months ended September 30, 2017 and the nine months ended
September 30, 2017, related to the recognition of the upfront payment associated with the portion of the research collaboration as well as the value of research services provided by Pieris in connection with the ongoing research program. For
the three months ended September 30, 2016 and the nine months ended September 30, 2016, Pieris recorded $0.8 million and $3.1 million in revenue, related to the recognition of the upfront payment associated with the research
collaboration. As of September 30, 2017, and December 31, 2016, deferred revenue, related to Roche collaboration, is 2.0 million and $3.7 million, respectively.
The Company identified the research and commercial licenses, performance of research and development (“R&D”) services, and participation in the
joint research committee as deliverables under the Roche Agreement. For revenue recognition purposes, management determined there are two units of accounting at inception of the agreement representing (i) the research and commercial licenses
and the performance of R&D services, and (ii) the participation in the joint research committee. The consideration received has been allocated to the units of accounting and will be recognized on a proportional performance basis as the
activities are conducted over the life of the arrangement.
In addition to the upfront payment, related to the Roche Agreement, the Company is eligible to
receive research, development, and sales milestone payments up to approximately $413.5 million, plus royalties on future sales of any commercial products. The total potential milestones are categorized as follows: research and development
milestones—$290.4 million; and sales milestones of $123.1 million. Management has determined that the development milestones are not substantive as they do not relate solely to past performance of the Company and the Company’s
involvement in the achievement is limited to progress reports and other updates.
Non-substantive
milestones will be recognized when achieved to the extent the Company has no remaining performance obligations
under the arrangement.
Les Laboratoires Servier and Institut de Recherches Internationales Servier
On January 4, 2017, Pieris entered into a License and Collaboration Agreement (“Servier Collaboration Agreement”), and
Non-Exclusive
Anticalin Platform Technology Agreement (the “License Agreement” and together with the Servier Collaboration Agreement, the “Servier Agreements”) with Les Laboratoires Servier and
Institut de Recherches Internationales Servier (collectively “Servier”) pursuant to which Pieris and Servier will initially pursue five bispecific therapeutic programs, led by the
PRS-332
program
(the “Lead Product”), a
PD-1-targeting
bispecific checkpoint inhibitor. Pieris and Servier will jointly develop
PRS-332
and split commercial rights geographically, with Pieris retaining all commercial rights in the United States and Servier having commercial rights in the rest of the world. Each party is responsible for an agreed upon percentage of shared costs, as
set forth in the budget for the joint development plan, and as further discussed below.
Four additional committed programs have been defined, which may
combine antibodies from the Servier portfolio with one or more Anticalin proteins based on Pieris’ proprietary platform to generate innovative immuno-oncology bispecific drug candidates (“Collaboration Products”). The Servier
Collaboration Agreement may be expanded by up to three additional therapeutic programs. Pieris has the option to
co-develop
and retain commercial rights in the United States for up to three programs beyond the
Lead Product
(“Co-Development
Collaboration Products”), while Servier will be responsible for development and commercialization of the other programs worldwide (“Servier Worldwide Collaboration
Products”). Each party is responsible for an agreed upon percentage of shared costs, as set forth in the budget for the collaboration plan, and further discussed below.
Co-Development
Collaboration Products may be jointly developed, according to a collaboration plan, through marketing
approval from the U.S. Food and Drug Administration (“FDA”) or European Medicines Agency (“EMA”). Servier Worldwide Collaboration Products may be jointly developed, according to a collaboration plan, through specified preclinical
activities, at which point Servier becomes responsible for further development of the collaboration product.
At inception, Servier was granted the
following licenses: (i) development license for the Lead Product, (ii) commercial license for the Lead Product, (iii) individual research licenses for each of the four Collaboration Products, and (iv) individual
non-exclusive
platform technology licenses for each of the Lead Product and four Collaboration Products. Upon achievement of certain development activities, specified by the collaboration for each Servier
Collaboration Agreement, Servier will be granted a development license and a commercial license. For the Lead Product and
Co-Development
Collaboration Products, the licenses granted are with respect to the
entire world except for the United States. For Servier Worldwide Collaboration Products, the licenses granted are with respect to the entire world.
8
The Servier Agreements will be managed on an overall basis by a joint executive committee (“JEC”)
formed by an equal number of members from the Company and Servier. Decisions by the JEC will be made by consensus, however, in the event of a disagreement, each party will have final-decision making authority as it relates to the applicable
territory in which such party has commercialization rights for the applicable product. In addition to the JEC, the Collaboration Agreement requires the participation of both parties on: (i) a Joint Steering Committee (“JSC”), (ii) a
Joint Development Committee (“JDC”), (iii) a Joint Intellectual Property Committee (“JIPC”), and (iv) a Joint Research Committee (“JRC”). The responsibilities of these committees vary, depending on the stage of
development and commercialization of the Lead Product and each of the Collaboration Products.
For the Lead Product and
Co-Development
Collaboration Products, Pieris and Servier are responsible for an agreed upon percent of the shared costs required to develop the products through commercialization. In the event that Pieris
fails to exercise their option to
co-develop
the
Co-Development
Collaboration Products, Servier has the right to continue with the development and will be responsible
for all costs required to develop the products through commercialization.
Under the Servier Agreements, the Company received an upfront,
non-refundable
payment of €30.0 million (approximately $32.0 million). In addition, the Company is eligible to receive research, development, commercial, and sales milestone payments. The total potential
milestones are categorized as follows: research, development, and commercial milestones – up to €569.0 million; and sales milestones – up to €515.0 million. In addition, Pieris will be entitled to receive tiered
royalties up to low double digits on the sales of commercialized products in the Servier territories.
The initial research collaboration term, as it
relates to the Lead Product and Collaboration Products, shall continue for three years from the effective date, and may be mutually extended for two
one-year
terms consecutively applied. The term of the
Servier Agreements ends upon the expiration of all Servier’s payment obligations under the respective Servier Agreements.
The term of the individual
Servier Agreements end upon the expiration of all of Servier’s payment obligations under such Servier Collaboration Agreement. The Servier Collaboration Agreements may be terminated by Servier for convenience beginning 12 months after
their effective date upon 180 days’ notice. The Servier Collaboration Agreements may also be terminated by Servier or Pieris for material breach upon 90 days’ or 120 days’ notice of a material breach, with respect to the Servier
Collaboration Agreement and License Agreement, respectively, provided that the applicable party has not cured such breach by the applicable
90-day
or
120-day
permitted
cure period, and dispute resolution procedures specified in the applicable Servier Collaboration Agreement have been followed. The Servier Collaboration Agreements may also be terminated due to the other party’s insolvency or for a safety issue
and may in certain instances be terminated on a
product-by-product
and/or
country-by-country
basis. The License Agreement will terminate upon termination of the Servier Collaboration Agreement, on a
product-by-product
and/or
country-by-country
basis.
The Company accounted for the Servier Agreements as a multiple element arrangement under ASC
605-25.
The arrangement
with Servier contains the following initial deliverables: (i) five
non-exclusive
platform technology licenses, (ii) development license for the Lead Product, (iii) commercial license for the
Lead Product, (iv) research and development services for the Lead Product, (v) participation on each of the committees, (vi) four research licenses for Collaboration Products, and (vii) research and development services for the
Collaboration Products. Additionally, as the development and commercial licenses on the four Collaboration Products may be granted at discount in the future, the Company determined such discounts be included as an element of the arrangement at
inception.
Management considered whether any of the deliverables could be considered separate units of accounting. The Company determined the licenses
granted, at arrangement inception, did not have standalone value from the research and development services to be provided for the Lead Product and Collaboration Products, over the term of the Servier Agreements, due to the specific nature of the
intellectual property and knowledge required to perform the research and development services. The Company determined that the participation on the various committees did have standalone value from the delivered licenses as the services could be
performed by an outside party.
As a result, management concluded there are ten units of accounting at inception of the agreement: (i) combined unit
of accounting representing a
non-exclusive
platform technology license, commercial license, development license and research and development services for the Lead Product, (ii) four units of accounting
each representing a combined
non-exclusive
platform technology license, research license, and research and development services for each Collaboration Product (iii) one unit of accounting representing the
participation of the various governance committees, and (iv) four units of accounting representing the discounts on the development and commercial licenses granted for the Collaboration Products upon the achievement of specified preclinical
activities.
The Company determined that neither VSOE nor TPE is available for any of the units of accounting identified at arrangement inception.
Accordingly, the selling price of each unit of accounting was developed using BESP. The Company developed its best estimate of selling price for licenses by applying a risk adjusted, net present value, estimate of future potential cash flows
approach, which included the cost of obtaining research and development services at arm’s length from a third-party provider, as well as internal full time equivalent costs to support these services.
9
The Company developed the BESP for committee participation by using management’s best estimate of the
anticipated participation hours multiplied by a market rate for comparable participants.
The Company developed the BESP for the discounts granted on the
licenses by probability weighting multiple cash flow scenarios using the income approach.
Allocable arrangement consideration at inception is comprised
of the upfront fee of €30.0 million (approximately $32.0 million) and was allocated among the separate units of accounting using the relative selling price method.
The amounts allocated to the combined unit of accounting for the Lead Product and four units of accounting for the four Collaboration Products will be
recognized on a proportional performance basis as the activities are conducted over the life of the arrangement. The term of the performance at inception of the agreement for the Lead Product and each of the
Co-Developed
Collaboration Products may be through approval of certain regulatory bodies; a period which could be many years. The term of the performance at inception of the agreement for each of the other two
Servier Worldwide Collaboration Products is approximately two to three years. The amounts allocated to the participation on each of the committees will be recognized ratably over the anticipated performance period over the entirety of the
arrangement with Servier. The amounts allocated to the discounts of the development and commercial licenses granted in the future will be recognized upon delivery of each of the licenses assuming no other performance obligations.
Additionally, the Company evaluated payments required to be made between both parties as a result of the shared development costs of the Lead Product and
Co-Development
Collaboration Products. The Company will classify payments made as a reduction of revenue and will classify payments received as revenue, in the period they are earned.
Under the Servier Agreements the Company is eligible to receive various research, development, commercial, and sales milestones. Management determined certain
research, development and commercial milestones, which may be received under the Servier Agreements, are substantive when the Company is involved in the development and commercialization of the applicable product. Payments related to the achievement
of such milestones, if any, will be recognized as revenue when the milestone is achieved. Total potential substantive research, development and commercial milestones are up to € 163.0 million. Research, development, and commercial
milestones are deemed
non-substantive
if they are based solely on the performance of another party.
Non-substantive
milestones will be treated as contingent revenue and
will be recognized when achieved, to the extent the Company has no remaining performance obligations under the arrangement. Milestone payments earned upon the achievement of sales events will be recognized when earned.
The Company will recognize royalty revenue in the period of sale for the related product(s), based on the underlying contract terms, provided that the
reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met.
Pieris recorded $0.5 million and $1.2 million in revenue, respectively, for the three months ended September 30, 2017 and the nine months ended
September 30, 2017, respectively, with respect to the Servier Agreements which includes recognition of the upfront payment received and reimbursement for research and development expenses. No revenue was recorded during the three and nine
months ended September 30, 2016. As of September 30, 2017, there is $3.6 million and $30.7 million of deferred revenue and
non-current
deferred revenue, respectively, related to the Servier
Agreements.
ASKA Pharmaceutical Co. Ltd.
On
February 27, 2017 the Company entered into an Exclusive Option Agreement (the “ASKA Agreement”) with ASKA Pharmaceutical Co., Ltd. (“ASKA”) to grant ASKA an option to acquire (1) a
non-exclusive
license to certain intellectual property rights associated with the Pieris’ Anticalin platform (“Licensed Platform IP”) and (2) an exclusive license to certain intellectual
property rights specifically related to Pieris’
PRS-080
Anticalin protein (“Licensed Product IP”) in order to develop, manufacture, import, sale, export, and offer for sale and export any
pharmaceutical formulation containing
PRS-080,
the Company’s PEGylated Anticalin protein targeting hepcidin (“Licensed Product”) in Japan and certain other Asian territories (“Licensed
Territory”).
ASKA has paid $2.75 million of an upfront option payment. Pieris is obliged to use commercially reasonable efforts to complete the
Phase IIa Study for
PRS-080
and to submit to ASKA, in writing, the final results of the study when available. Upon receipt, ASKA will have 60 days to evaluate the results of the Phase IIa Study
(“Evaluation Period”). ASKA agreed to notify Pieris, in writing, of its decision to exercise its option to acquire rights to the Licensed Product. In consideration of the licenses granted as part of the Agreement, ASKA will pay an
additional license fee. If the Phase IIa Study meets the applicable success criteria and ASKA fails to provide notification that it will exercise its option, ASKA shall pay the Company an additional fee within thirty days of the end of the
Evaluation Period (the
“Break-Up
Fee”). If ASKA exercises the option, ASKA and the Company will enter into a separate definitive arrangement governing the future development and commercialization
activities.
10
Pieris has an obligation to use all reasonable commercial efforts to complete the Phase IIa Study for the
Licensed Product and to submit to ASKA, in writing, the final results of the Phase IIa study. The completed Phase IIa Study represents a deliverable under the arrangement. As the arrangement only contains one deliverable, there is only one unit of
accounting to be considered at the inception of the contract. The total allocable arrangement consideration at inception is $2.75 million and this is allocated to the single unit of accounting. The Company noted that while the completion of the
Phase IIa trial requires the completion of a number of actions, the finalization of the data and evaluation of results is of such significance that the value of the Phase IIa study results is realized at this point. As a result, the Company will
recognize revenue for this unit of accounting upon delivery of the Phase IIa Study Results to ASKA. Therefore, no revenue in connection with this arrangement was recognized for the three and nine months ended September 30, 2017. As of
September 30, 2017, there is $3.0 million of
non-current
deferred revenue related to the Company’s option agreement with ASKA.
AstraZeneca AB
On May 2, 2017, Pieris
entered into a License and Collaboration Agreement (“AstraZeneca Collaboration Agreement”), and a
Non-Exclusive
Anticalin Platform Technology License Agreement (the “License Agreement” and
together with the AstraZeneca Collaboration Agreement, the “AstraZeneca Agreements”) with AstraZeneca AB (“AstraZeneca”), which became effective on June 10, 2017, following expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the AstraZeneca Agreements the parties will advance several novel inhaled Anticalin proteins.
In addition to the Company’s lead inhaled drug candidate,
PRS-060
(the “AstraZeneca Lead Product”),
Pieris and AstraZeneca will also collaborate to progress four additional novel Anticalin proteins against undisclosed targets for respiratory diseases (the “AstraZeneca Collaboration Products” and together with the AstraZeneca Lead
Product, the “AstraZeneca Products”). Pieris will be responsible for advancing the AstraZeneca Lead Product into the Phase I trial, with the associated costs funded by AstraZeneca. The parties will collaborate thereafter to conduct a
Phase IIa clinical trial in asthma patients, with AstraZeneca continuing to fund development costs. After completion of the Phase IIa trial, Pieris has the option to
co-develop
the AstraZeneca Lead Product and
also has the option to
co-commercialize
the AstraZeneca Lead Product in the United States. For the four AstraZeneca Collaboration Products, Pieris will be responsible for the initial discovery of the novel
Anticalin proteins, after which AstraZeneca will take the lead on continued development. Pieris has the option to
co-develop
two of these four AstraZeneca Collaboration Products beginning at a
pre-defined
preclinical stage and would also have the option to
co-commercialize
these two programs in the United States, while AstraZeneca will be responsible for development
and commercialization of the other programs worldwide.
The term of the AstraZeneca Agreement ends upon the expiration of all of AstraZeneca’s
payment obligations under such AstraZeneca Agreement. The AstraZeneca Collaboration Agreement may be terminated by AstraZeneca in its entirety for convenience beginning 12 months after its effective date upon 90 days’ notice or, if Pieris has
obtained marketing approval for the marketing and sale of a product, a 180 days’ notice. Each program may be terminated at AstraZeneca’s option; if any program is terminated by AstraZeneca, Pieris will have full rights to such program. The
AstraZeneca Collaboration Agreement may also be terminated by AstraZeneca or Pieris for material breach upon 180 days’ notice of a material breach (or 30 days with respect to payment breach), provided that the applicable party has not cured
such breach by the permitted cure period (including an additional 180 days if the breach is not susceptible to cure during the initial
180-day
period) and dispute resolution procedures specified in the
applicable AstraZeneca Agreement have been followed. The AstraZeneca Collaboration Agreement may also be terminated due to the other party’s insolvency and may in certain instances be terminated on a
product-by-product
and/or
country-by-country
basis. Each party may also terminate the agreement if the other party challenges
the validity of patents related to certain intellectual property licensed under the AstraZeneca Agreement, subject to certain exceptions for infringement suits, acquisitions and newly-acquired licenses. The License Agreement will terminate upon
termination of the AstraZeneca Collaboration Agreement, on a
product-by-product
and/or
country-by-country
basis.
At inception, AstraZeneca is granted the
following licenses: (i) research and development license for the AstraZeneca Lead Product, (ii) commercial license for the AstraZeneca Lead Product, (iii) individual research licenses for each of the four AstraZeneca Collaboration
Products, (iv) individual commercial licenses for each of the four AstraZeneca Collaboration Products, and (v) individual
non-exclusive
platform technology licenses for the AstraZeneca Lead Product
and the four AstraZeneca Collaboration Products. AstraZeneca will be granted individual development licenses for each of the four AstraZeneca Collaboration Products upon completion of the initial discovery of Anticalin proteins.
11
The collaboration will be managed on an overall basis by a JSC formed by an equal number of representatives from
the Company and AstraZeneca. In addition to the JSC, the AstraZeneca Collaboration Agreement also requires each party to designate an Alliance Manager to facilitate communication and coordination of the Parties activities under that AstraZeneca
Agreement, as well as requires participation of both parties on: (i) a JDC and (ii) a Commercialization Committee. The responsibilities of these committees vary, depending on the stage of development and commercialization of each Product.
12
Under the AstraZeneca Agreements, the Company received an upfront,
non-refundable
payment of $45.0 million. In addition, the Company will receive payments to conduct a Phase I trial for the AstraZeneca Lead Product. The Company is also eligible to receive research,
development, commercial, sales milestone payments, and royalty payments. The total potential milestones are categorized as follows: research, development, and commercial milestones – up to $1.1 billion; and sales milestones – up to
$1.0 billion. The Company may receive tiered royalties on sales of potential products commercialized by AstraZeneca and for
co-developed
products, gross margin share on worldwide sales equal dependent on
Pieris’ level of committed investment.
The Company accounted for the AstraZeneca Agreements, as a multiple element arrangement under ASC
605-25.
The arrangement with AstraZeneca contains the following initial deliverables: (i) five
non-exclusive
platform technology licenses, (ii) research and
development license for the AstraZeneca Lead Product, (iii) commercial license for the AstraZeneca Lead Product, (iv) development and manufacturing services for the AstraZeneca Lead Product, (v) technology transfer services for the
AstraZeneca Lead Product, (vi) research services related to the AstraZeneca Lead Product, (vii) participation on each of the committees, (viii) four research licenses for the AstraZeneca Collaboration Products, (ix) four
commercial licenses for the AstraZeneca Collaboration Products, and (x) research services for the AstraZeneca Collaboration Products. Additionally, as the development licenses on the four AstraZeneca Collaboration Products may be granted at a
discount in the future, the Company determined such discounts be included as an element of the arrangement at inception.
Management considered whether
any of the deliverables could be considered separate units of accounting. The Company determined that the licenses granted for the AstraZeneca Lead Product at the inception of the arrangement did not have standalone value from the research services
related to the Lead Product and the licenses granted for the AstraZeneca Collaboration Products did not have standalone value from the research services for the AstraZeneca Collaboration Products, due to the specific nature of the intellectual
property and knowledge required to perform the services. The Company determined that the licenses granted at the inception of the arrangement did have standalone value from the development and manufacturing services for the AstraZeneca Lead Product
and also determined that the participation on the various committees had standalone value as the development and manufacturing services and committee service could be performed by an outside party. The Company determined that the commercial licenses
for the AstraZeneca Collaboration Products granted at the inception of the arrangement did not have standalone value from the development licenses for the AstraZeneca Collaboration Products as the company would not benefit from the commercial
license without the ability to develop each product.
As a result, management concluded that there were eleven units of accounting at the inception of the
AstraZeneca Agreements: (i) combined unit of accounting representing a
non-exclusive
platform technology license, research and development license, and commercial licenses for the Lead Product and
research services for the AstraZeneca Lead Product, (ii) combined unit of accounting representing development and manufacturing services, and technology transfer services for the AstraZeneca Lead Product, (iii) committee
participation,
(iv-vii)
four units of accounting representing a combined
non-exclusive
platform technology license, research licenses, and research services for each
AstraZeneca Collaboration Product, and
(viii-xi)
four units of accounting representing the combined commercial licenses granted for the AstraZeneca Collaboration Products and corresponding discounts on the
development licenses granted for the AstraZeneca Collaboration Products upon the achievement of specified preclinical activities.
The Company determined
that neither VSOE nor TPE is available for any of the units of accounting identified at the inception of the arrangement. Accordingly, the selling price of each unit of accounting was developed using management’s BESP. The Company developed the
BESP for licenses and corresponding research services by applying a risk adjusted, net present value, estimate of future potential cash flow approach, which included the cost of obtaining research services at arm’s length from a third-party
provider, as well as internal full time equivalent costs to support these services. The Company developed the BESP for development and manufacturing services, and technology transfer services for the AstraZeneca Lead Product using estimated internal
and external costs to be incurred.
The Company developed the BESP for committee participation by using management’s best estimate of the anticipated
participation hours multiplied by a market rate for comparable participants.
The Company developed the BESP for the commercial licenses and discounts
granted on the development licenses by probability weighting multiple cash flow scenarios using the income approach.
Allocable arrangement consideration
at inception is comprised of the upfront fee of $45.0 million and the estimated development and manufacturing services to be reimbursed by AstraZeneca for the Lead Product of $8.2 million. The aggregate allocable consideration of
$53.2 million is allocated among the separate units of accounting using the relative selling price method.
13
The amounts allocated to the unit of accounting for the AstraZeneca Lead Product and four units of accounting for
the four AstraZeneca Collaboration Products will be recognized on a proportional performance basis as the activities are conducted over the life of the arrangement. The amounts allocated to the development and manufacturing services, and technology
transfer services for the AstraZeneca Lead Product will be recognized on a proportional performance basis over the estimated term of development through Phase IIa trial. The amounts allocated to the participation on each of the committees will be
recognized on a straight-line basis over the expected term of development of the AstraZeneca Lead Product and the AstraZeneca Collaboration Products. The term of performance at the inception of the arrangement is approximately five years. The
amounts allocated to the commercial licenses and discounts on the development licenses granted in the future for the AstraZeneca Collaboration Products will be recognized upon delivery of each of the development licenses assuming all other revenue
recognition criteria have been met. Additionally, the Company evaluated payments required to be made between both parties as a result of the shared development costs of the AstraZeneca Lead Product and the two AstraZeneca Collaboration Products for
which Pieris has a
co-development
option. The Company will classify payments made as a reduction of revenue and will classify payments received as revenue, in the period they are earned.
Under the AstraZeneca Agreements the Company is eligible to receive various research, development, commercial, and sales milestones. Management determined
certain of the research, development, and commercial milestones that may be received under the AstraZeneca Agreements are substantive when the Company is involved in the development and commercialization of the applicable AstraZeneca Products.
Payment related to achievement of such milestones, if any, will be recognized as revenue when the milestone is achieved. Total potential substantive development milestones range from $72.2 million to $611.4 million, dependent on the
Company’s decision, on a
product-by-product
basis, whether to
co-develop
the AstraZeneca Lead Product and AstraZeneca
Collaboration Products. Research, development, and commercial, and sales milestones are deemed
non-substantive
if they are based solely on the performance of another party.
Non-substantive
milestones will be treated as contingent revenue and will be recognized when achieved to the extent the Company has no remaining performance obligations under the arrangement. Total potential
non-substantive
research, development, and commercial milestones range from $366.2 million to $1.0 billion. The Company may receive lower research, development, and commercial, milestones if the Company
chooses to
co-develop
the Lead Product and/or AstraZeneca Collaboration Products, depending on the level of
co-development
investment. Total potential sales milestones
are up to $1.0 billion and will be recognized when earned, assuming all other revenue recognition revenue criteria have been met.
The Company will
recognize royalty and gross margin share revenue in the period of sale of the related AstraZeneca Product, based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance
obligations, assuming all other revenue recognition criteria are met.
Pieris recorded $2.5 million and $3.1 million in revenue for the three
and nine months ended September 30, 2017, with respect to the AstraZeneca Agreements, which includes recognition of the upfront payment received and reimbursement for Phase I trial costs. As of September 30, 2017, there is
$25.7 million and $21.5 million of deferred revenue and
non-current
deferred revenue, respectively, related to the AstraZeneca Agreements.
4. Income taxes
During the three months ended
September 30, 2017 and the nine months ended September 30, 2017 the Company recorded income tax expenses of 0.1 million and $1.0 million, respectively, representing an effective tax rate of (3.97%). The income tax expense is
related the Company´s Australian jurisdiction, net of loss carryforwards, resulting from taxable income from the AstraZeneca Agreements.
5. Net
Loss per Share
Basic net loss per share was determined by dividing net loss by the weighted average shares outstanding during the period. Diluted net
loss per share was determined by dividing net loss by diluted weighted average shares outstanding. Diluted weighted average shares reflect the dilutive effect, if any, of common stock options based on the treasury stock method.
For all financial statement periods presented, the number of basic and diluted weighted average shares outstanding remained the same as an increase in the
number of shares of common stock equivalents for the periods presented would be antidilutive.
For the nine months ended September 30, 2017 and 2016,
approximately 0.7 million and 7.4 million weighted average shares, subject to stock options and warrants, respectively, as calculated using the treasury stock method, were excluded from the calculation of diluted weighted average shares
outstanding as their effect was antidilutive.
14
6. Fair Value Measurement
ASC Topic 820
Fair Value Measurement
defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an
orderly transaction between market participants at the measurement date. Pieris applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy
upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 inputs are quoted prices in
active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with
reasonable levels of price transparency.
Level 3 inputs are unobservable inputs for the asset or liability in which there is little,
if any, market activity for the asset or liability at the measurement date.
For the periods presented, Pieris has no cash equivalents and debt
instruments.
All other current assets and current liabilities on our consolidated balance sheets, for the periods presented, approximate their respective
carrying amounts.
7. Accrued expenses
The Company
has recorded the following accrued expenses as of September 30, 2017 and December 31, 2016, respectively:
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|
|
|
|
|
|
September 30,
2017
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|
|
December 31,
2016
|
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
|
Accrued compensation expense
|
|
$
|
1,412,121
|
|
|
$
|
1,198,448
|
|
|
Accrued professional fees
|
|
|
1,208,945
|
|
|
|
867,969
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|
|
Accrued R&D fees
|
|
|
932,542
|
|
|
|
1,040,321
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|
|
Accrued taxes
|
|
|
1,062,072
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|
|
|
—
|
|
|
Accrued audit and tax fees
|
|
|
314,656
|
|
|
|
454,931
|
|
|
Accrued other
|
|
|
169,582
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|
|
|
157,788
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|
|
|
|
|
|
|
|
|
|
|
|
Total amount of accrued expenses
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|
$
|
5,099,918
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|
|
$
|
3,719,457
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|
|
|
|
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8. Stock-based compensation
2014 Stock Plan
Pieris granted zero and 1,157,734 options
to employees, consultants, and directors under its 2014 employee, director, and consultant equity incentive plan, (the “2014 Plan”) during the three and nine months ended September 30, 2016, respectively. The 2014 Plan was terminated
on June 28, 2016 when the Company adopted its 2016 employee, director and consultant equity incentive plan, (the “2016 Plan”). Therefore, no options were granted for the three and nine months ended September 30, 2017 under the
2014 Plan.
2016 Stock Plan
In June 2016, the
Company adopted the 2016 Plan which provides for the granting of stock options, restricted and unrestricted stock awards, and other stock-based awards to employees of the Company,
non-employee
directors of the
Company, and certain other consultants performing services for the Company as designated by the Compensation Committee of the Board of Directors or the Board of Directors. The vesting periods of equity incentives issued under the 2016 Plan are
determined by the Compensation Committee of the Company’s Board of Directors, with stock options generally vesting over a four-year period.
The
Company granted 148,306 and 1,407,061 options to employees and directors under the 2016 Plan during the three months ended September 30, 2017 and the nine months ended September 30, 2017, respectively. The Company granted 114,378 options
to employees and directors under the 2016 Plan during the three and nine months ended September 30, 2016. As of September 30, 2017, there were 1,951,052 shares available for future grant under the 2016 Plan. The shares available for future
grant under the 2016 Plan include 218,467 shares forfeited under the 2016 Plan and 14,958 shares forfeited under the 2014 Plan. These forfeited shares are available for future issuance under the 2016 Plan.
15
During the three months ended September 30, 2017, the Company granted an option to purchase 450,000 shares
of common stock outside of the Plan to a newly-hired executive officer as an inducement and was material to the executive officer entering into employment with the Company. The compensation expense associated with this inducement option was $54,270
and is included in general and administrative expense for both, the three and nine months periods ended September 30, 2017.
Stock-based compensation
expense was $0.6 million and $2.0 million for the three and nine months ended September 30, 2017, respectively. For the three and nine months ended September 30, 2016 stock based compensation expense was $0.4 million and
$1.4 million, respectively.
Total stock-based compensation expense was recorded to operating expenses based upon the functional responsibilities of
the individuals holding the respective options as follows:
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|
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Three months ended September 30,
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|
|
Nine months ended September 30,
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|
|
2017
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|
|
2016
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|
|
2017
|
|
|
2016
|
|
|
Research and Development
|
|
$
|
216,328
|
|
|
$
|
142,254
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|
|
$
|
573,758
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|
|
$
|
444,193
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|
|
General and administrative
|
|
|
433,620
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|
|
|
303,859
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|
|
|
1,388,260
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|
|
|
982,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
649,948
|
|
|
$
|
446,113
|
|
|
$
|
1,962,018
|
|
|
$
|
1,426,341
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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There were 95,625 and 110,625 options exercised under the 2014 Plan during the three and nine months ended September 30,
2017 respectively, for which the Company received $188,250 and $218,250 in cash. There were 46,930 and 121,392 options exercised under the 2016 Plan during the three and nine months ended September 30, 2017 respectively, for which the Company
received zero and $147,950 in cash. No options were exercised during the 2016 periods.
The Company uses the Black-Scholes option pricing model to
determine the estimated fair value for stock-based awards. Option-pricing models require the input of various subjective assumptions, including the option’s expected life, expected dividend yield, price volatility, risk free interest rate, and
forfeitures of the underlying stock. Accordingly, the weighted-average fair value of the options granted was $3.34 and $2.02 for the three months ended September 30, 2017 and the nine months ended September 30, 2017. The weighted-average
fair value of the options granted was $1.05 and $1.01 for the three months ended September 30, 2016 and the nine months ended September 30, 2016.
The calculation was based on the following assumptions:
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|
|
Three months ended September 30,
|
|
Nine months ended September 30,
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|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Dividend yield
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Expected volatility
|
|
77.34% - 78.89%
|
|
74.90% - 75.12%
|
|
75.09% - 78.89%
|
|
74.90% - 76.00%
|
|
Weighted average risk-free interest rate
|
|
1.77% - 2.02%
|
|
1.25% - 1.35%
|
|
1.77% - 2.16%
|
|
1.13% - 1.61%
|
|
Expected term
|
|
5.0 - 5.7
years
|
|
5.0 - 5.7
years
|
|
5.0 - 5.7
years
|
|
5.0 - 5.7
years
|
Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the
price volatility of the underlying stock. Pieris’ estimated expected stock price volatility is based on the average volatilities of other guideline companies in the same industry. Pieris’ expected term of options granted during the three
and nine months ended September 30, 2017 and 2016, respectively was derived using the SEC’s simplified method. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The Company’s stock options have a maximum term of ten years from the date of grant. Stock options granted under the 2016 Plan may be either
incentive stock options, or nonqualified stock options. The exercise price of stock options granted under the 2016 Plan must be at least equal to the fair market value of the common stock on the date of grant.
9. Common Stock
The Company has authorized 300,000,000
shares of common stock, $0.001 par value, per share, of which 44,704,849 shares were issued and outstanding as of September 30, 2017 and 43,058,827 shares were issued and outstanding as of December 31, 2016.
16
During the nine months ended September 30, 2017, the Company issued an aggregate of 232,017 shares of common
stock upon exercise of stock options, including stock options to purchase 150,000 shares of common stock exercised through net exercise provisions resulting in the issuance of 66,392 shares of common stock and stock options to purchase 165,625
shares of common stock exercised for cash, providing cash proceeds of $0.4 million. No stock options were exercised during the 2016 period.
During
the nine months ended September 30, 2017, the Company issued an aggregate of 1,414,005 shares of common stock due to warrant exercises. Net exercise of 89,330 shares of common stock underlying the warrants resulted in the issuance of 49,127
shares of common stock. Additionally, 1,364,878 were exercised resulting in cash proceeds of $3.1 million. No warrants were exercised during the 2016 period.
10. Private Placement
In June 2016, the Company entered
into a securities purchase agreement (the “Securities Purchase Agreement”) for a private placement of the Company’s securities with a select group of institutional investors (the “2016 PIPE”). The 2016 PIPE sale transaction,
by the Company, consisted of 8,188,804 units at a price of $2.015 per unit for gross proceeds, to the Company, of approximately $16.5 million. After deducting for placement agent fees and offering expenses, the aggregate net proceeds from the
private placement was approximately $15.3 million.
As a result of the 2016 PIPE, the number of common stock outstanding increased by 3,225,804
shares and the number of Series A convertible preferred stock outstanding increased by 4,963 shares.
11. License and Transfer Agreement with Enumeral
Biomedical Corporation
On April 18, 2016, the Company entered into a license and transfer agreement (the “Original Agreement”) with
Enumeral Biomedical Holdings, Inc. (“Enumeral”), pursuant to which the Company acquired a
non-exclusive
worldwide license to use specified patent rights and
know-how
owned by Enumeral to research, develop and market fusion protein. As contemplated by the terms of the Original Agreement, the Company entered into a definitive license and transfer agreement (the
“Definitive Agreement”) with Enumeral on June 6, 2016, to expand the scope of the Company´s option to license additional antibodies from Enumeral. Under the Definitive Agreement, Enumeral has granted Pieris options to license
two additional undisclosed Enumeral antibodies (each, a “Subsequent Option”). The Subsequent Options expired, unexercised, on May 31, 2017.
Under the terms of the Original Agreement, the Company agreed to pay Enumeral an upfront license fee of $250,000 upon signing in April 2016 and subsequently
elected to pay a $750,000 maintenance fee in May 2016. All amounts paid related to the Agreement have been expensed as research and development expense as incurred. The Company incurred zero and $1.0 million in upfront fees for the three and
nine months ended September 30, 2016. No amounts were incurred for the three and nine-month period end September 30, 2017.
12. Liquidity and
Going Concern
The Company believes its cash of $89.9 million, as of September 30, 2017, will be sufficient to fund the Company’s
current operating plan for at least twelve months from date of filing. The Company may need to raise additional funds in order to execute the current operating plan in the future. There can be no assurance that the Company will be able to obtain
future additional debt, equity financing, or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms
when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition.
13. Recent Accounting
Pronouncements
The Company, an emerging growth company (“EGC”), has elected to take advantage of the benefits of the extended transition
period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private
companies.
Standards not yet adopted
In May 2014, the FASB
issued Accounting Standard Update (“ASU”) No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
(“ASU 2014-09”). Subsequently, the FASB also issued ASU 2015-14,
Revenue from Contracts with Customers (Topic
606)
, which adjusted the effective date of ASU 2014-09; ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
, which amends the
principal-versus-agent implementation guidance and illustrations in ASU 2014-09; ASU No. 2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing
, which clarifies identifying
performance obligation and licensing implementation guidance and illustrations in ASU 2014-09; and ASU No. 2016-12,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
, which addresses
implementation issues and is intended to reduce the cost and complexity of applying the new revenue standard in ASU 2014-09 (collectively, the “Revenue ASUs”).
17
The Revenue ASUs provide an accounting standard for a single comprehensive model for use in accounting for
revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective, for public EGC companies like the Company, for interim and annual periods beginning after December 15,
2018, with an option to early adopt for interim and annual periods beginning after December 15, 2017. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or
retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company is in the process of determining the date and method of adoption and the
impact of the Revenue Recognition ASUs on its financial statements.
In February 2016, the FASB issued ASU No. 2016-02, ASU 2016-02
Leases (Topic
842) (“ASU 2016-02”)
. Under the amendments in ASU 2016-02 lessees will be required to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted
basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term for all leases (with the exception of short-term leases) at the commencement
date. This guidance is effective, for public EGC companies like the Company, for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The Company is currently
evaluating the date of adoption and the potential impact the adoption of this standard will have on its financial statements and related disclosures.
In
May 2017, the FASB issued ASU No. 2017-09,
Compensation – Stock compensation (Topic 718) (“ASU 2017-09”)
. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based
payment award require an entity to apply modification accounting. This ASU will be effective for the Company’s fiscal year beginning January 1, 2018, and the Company is currently evaluating the potential impact adoption will have on its
financial statements.
Pieris has considered other recent accounting pronouncements and concluded that they are either not applicable to the business, or
that the effect is not expected to be material to the unaudited condensed consolidated financial statements as a result of future adoption.