Pieris Pharmaceuticals, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Income Taxes

Income Taxes

12 Months Ended

Dec. 31, 2017

The Company reported a loss before income taxes consisting of the following (in thousands):



	Years Ended December 31,
	2017			2016
Domestic	$	(13,840	)	$	(8,725	)
Foreign	(2,704		)	(13,913		)
Loss before income taxes	$	(16,544	)	$	(22,637	)

The components of the provision (benefit) for income taxes are as follows (in thousands):



	Years Ended December 31,
	2017		2016
Current:
Federal	$	—	$	—
State	—		—
Foreign	1,103		162
Total current	1,103		162
Deferred:
Federal	—		—
State	—		—
Foreign	—		—
Total deferred	—		—
Provision (benefit) for income taxes	$	1,103	$	162

The reconciliation of the federal statutory rate to Pieris’ effective tax rate is as follows:



	2017		2016
Federal income tax rate	34.0	%	34.0	%
Tax Reform - Change in enacted rate	(22.2	)
Foreign rate differential	(1.2	)	(2.9	)
State tax, net of federal benefit	2.4		0.9
Permanent items	—		(2.3	)
Other	1.8		(0.9	)
Withholding tax	—		(0.7	)
Change in valuation allowance	(21.5	)	(28.8	)
Effective income tax rate	(6.7	)%	(0.7	)%

The components of deferred tax assets and liabilities related to net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income taxes purposes were as follows (in thousands):



	Years Ended December 31,
	2017			2016
Deferred tax assets:
Net operating loss carryforwards	$	22,170		$	18,498
Share based awards compensation	1,280			1,080
Accrued compensation/other	296			239
Deferred Revenue	1,504			—
Total deferred tax assets	25,250			19,817
Less: valuation allowance:	(25,250		)	(19,817		)
Net deferred tax asset	$	—		$	—

The Company operates in multiple jurisdictions. Accordingly, the Company files United States federal and state income tax returns as well as returns in multiple foreign jurisdictions. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. Management believes it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. or in its foreign jurisdictions to realize the full benefits of its deferred tax assets. As of December 31, 2017, we continue to maintain a full valuation allowance against all net deferred tax assets.

The increase in the valuation allowance of deferred tax assets of $5.5 million was primarily influenced by the operating losses generated in current tax year, and the impact of deferred revenue.

As of December 31, 2017, the Company had net operating loss carryforwards for United States federal income tax purposes of $24.5 million and net operating loss carryforwards for state income tax purposes of $21.3 million. These tax loss carryforwards expire through 2037. In the United States, utilization of the NOL carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 and similar state provisions due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not currently completed a study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since the Acquisition.

As of December 31, 2017, the Company had German corporate income tax and trade tax net operating loss carryforwards of approximately $46.1 million and $45.6 million respectively. Under current German laws, tax loss carryforwards may only be used to offset any relevant later assessment period (calendar year) $1.2 million plus 60% of the exceeding taxable income and trade profit of such period. In addition, certain transactions, including transfers of shares or interest in the loss holding entity, may result in the partial or total forfeiture of tax losses existing at that date. Partial or total forfeiture of tax losses may further occur in corporate reorganizations of the loss holding entity. Tax years ended December 31, 2013 or later remain subject to examination by the German tax authorities.

The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured at the largest amount of benefit that is more likely than not (determined by cumulative probability) of being realized upon ultimate settlement with the taxing authority. The Company recorded an uncertain tax position related to a prior year position, that if successfully challenged by tax authorities could result in the loss of certain tax attributes. The balance of uncertain tax positions will remain until such time that settlement is reached with the relevant tax authorities or should the statute of limitations expire. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2017 and December 31, 2016.

The following table sets forth a reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding the impact of interest and penalties, for the years ended December 31, 2017 and 2016 (in thousands):



Unrecognized tax benefits at December 31, 2016	$	5,655
Currency translation adjustment	796
Unrecognized tax benefits at December 31, 2017	$	6,451

Enacted Tax Legislation

The Company does not expect unrecognized tax benefits to change significantly over the next twelve months. The full amount of unrecognized tax benefits would impact the effective rate, subject to valuation allowance considerations, if recognized. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. ASC 740 requires the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017 for the Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, the Company’s deferred taxes were re-measured utilizing the new federal income tax rate of 21%. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, or SAB 118, which allows the recording of provisional amounts during a measurement period not to extend beyond one year of the enactment date. In accordance with SAB 118, we have determined that our deferred tax asset value and associated valuation allowance reduction of $3.7 million is a provisional amount and a reasonable estimate at December 31, 2017. The final impact may differ from this provisional amount due to, among other things, changes in interpretations and assumptions we have made thus far and the issuance of additional regulatory or other guidance. We expect to complete the final impact within the measurement period. The Company has quantified the impact of the rate reduction from 34% to 21% in its balance sheet. No other aspect of the Act had a material effect on the Company’s consolidated financial statements or related footnote disclosure.

Australian Tax Credits

From time to time, the Company's Australian subsidiary has applied for and received cash tax credit, irrespective of a tax liability, based on certain qualifying activities. The Australian research and development Tax Incentive credit is a self-assessed, entitlement program that provides a credit for eligible research and development entities engaging in qualifying research and development activities. The level of credit is based upon a percentage of the research and development entity’s aggregated turnover for the income tax year, subject to income limitations and provided that the research and development entity is not controlled by an exempt entity or combination of exempt entities. Pieris records the Australian research and development tax credit as an offset to research and development expenses in the consolidated statements of operations, which follows the income statement classification of the original expenses. For the year ended December 31, 2016, the Company recorded $1.5 million as an expense offset, along with a receivable of $1.5 million at December 31, 2016. The Company did not apply for this tax incentive credit in 2017.