Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise noted. Basis of Preparation The consolidated financial statements of Nabriva Therapeutics AG have been prepared on a historical cost basis with the exception of certain items such as available-for-sale financial assets or some financial liabilities (debt derivatives resulting from conversion rights and options) which are shown at fair value. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and US Securities and Exchange Commission (“SEC”) regulations for annual reporting. The preparation of financial statements in conformity with US GAAP requires the use of certain critical accounting estimates. It requires management to exercise its judgment in the process of applying the Company’s accounting policies. Recent Accounting Pronouncements At the time of authorization of these consolidated financial statements for publication, a number of revisions, amendments and interpretations had already been published by the FASB. None of these are expected to have a significant effect on the consolidated financial statements of the Company, except the following set out below: · In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported by companies while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or GAAP. The main purpose of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. ASU 2014-09 will have no impact on the Company until it begins to generate revenue. · In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . ASU 2014-16 explicitly requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date. Management will consider relevant conditions that are known, and reasonably knowable, at the issuance date. Substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. Disclosures will be required if conditions give rise to substantial doubt. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Early adoption is permitted. The Company has performed its assessment and determined that it has sufficient financial reasourses to meet its cash requirements into the second quarter of 2018. · In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the balance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The adoption of this update is not expected to have a material effect on the Company’s financial statements. · In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that ASU 2016-01 will have on its financial statements and related disclosures. · In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures. · In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company in the first quarter of 2017 and will be applied either prospectively, retrospectively or using a modified retrospective transition approach depending on the area covered in this update. The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures. · In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), in April 2016 issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), and in May 2016, issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (“ASU 2016-11”) . ASU 2016-08 clarifies principal versus agent considerations relating to when another party, along with the entity, is involved in providing a good or service to a customer. ASU 2016-08 requires an entity to determine whether the nature of its promise is to provide a good or service to a customer, or to arrange for the good or service to be provided to the customer by the other party. This determination is based upon whether the entity controls the good or service before it is transferred to the customer. When the entity that satisfies a performance obligation is the principal, the entity recognizes the gross amount of consideration as revenue. When the entity that satisfies the performance obligation is the agent, it recognizes the amount of any fee or commission as revenue. ASU 2016-10 clarifies the guidance in Topic 606 for identifying performance obligations in a contract as well as the implementation guidance pertaining to revenue recognition related to licensing arrangements. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for consideration given by a vendor to a customer, as well as accounting for shipping and handling fees and freight services. The Company is currently evaluating the impacts of this standard on its financial statements and anticipates no significant effects when the standard is adoped as of the effective date. · In May 2016, the FASB also issued ASU 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), which provides clarification on certain topics within ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), including assessing collectability, presentation of sales taxes, the measurement date for non-cash consideration and completed contracts at transition, as well as providing a practical expedient for contract modifications at transition. The effective date and transition requirements for the amendments in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are the same as the effective date and transition requirements of ASU 2014-09, which is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impacts of this standard on its financial statements and anticipates no significant effects when the standard is adoped as of the effective date. · In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its cash flows and/or disclosures, however, the Company does not anticipate that the new guidance will have a significant impact on its financial statements and related disclosures. · In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect the adoption of the amendments to have a material effect on its financial statements and related disclosures. Consolidation The consolidated financial statements include the financial information of Nabriva Therapeutics AG and its 100% owned subsidiary, Nabriva Therapeutics US, Inc. a Delaware corporation, founded in August 2014. All intercompany balances and transactions are eliminated. Subsequent Events Material subsequent events are evaluated and disclosed through the report issuance date. Segment Reporting The Company comprises a single operating and reportable segment engaged in the research and development of novel anti-infective agents to treat serious infections, with a focus on the pleuromutilin class of antibiotics. The management team is the chief operating decision maker, and it reviews the consolidated operating results regularly to make decisions about the allocation of the Company’s resources, and to assess overall performance. Foreign Currency Translation Functional and presentation currency Effective January 1, 2016, the Company’s functional and reporting currency changed to the U.S. dollar (“USD”). Prior to January 1, 2016, the consolidated financial statements were presented in euro (“€”), which was the Company’s functional and presentation currency. With the expansion of Nabriva’s operations to the United States, the Company’s assets, liabilities, revenues and expenses are expected to be predominantly denominated in USD, and accordingly, the use of USD to measure and report the Company’s financial performance and financial position was considered to be more appropriate. The impact of the currency translation up to January 1, 2016 is recorded in accumulated other comprehensive income (loss). Upon the change in functional currency on January 1, 2016, all assets and liabilities of the Company’s operations were translated from their euro functional currency into USD using the exchange rates in effect on the balance sheet date, equity was translated at the historical rates and revenues, expenses, and cash flows were translated at the average rates during the reporting period presented. The resulting translation adjustments are reported under comprehensive income (loss) as a separate component of equity. Transactions and balances In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of comprehensive income (loss). Research Premium and Grant Revenue Grant revenue comprises (a) the research premium from the Austrian government, (b) grants received from the Vienna Center for Innovation and Technology ( Zentrum für Innovation, or ZIT ) and the Vienna Business Promotion Fund ( Wiener Wirtschaftsförderungsfonds, or WWFF ) and (c) the benefit of government loans at below-market interest rates. Please refer to Note 3 for further details on all forms of grant revenue. The research premium was calculated as 10% of a specified research and development cost base for the years ended December 31, 2015 and December 31, 2014. For the year ended December 31, 2016, the research premium is calculated as 12% of a specified research and development cost base. It is recognized to the extent the research and development expenses have been incurred. The WWFF grant is paid out through the landlord in the form of a monthly reduction in lease payments and is recognized over the period from grant date in March 2010 until end of the lease termination waiver term in December 2017. The ZIT grants are provided to support specific research projects and are recognized according to the progress of the respective project. All grants are non-refundable as long as the conditions of the grant are met. Nabriva is and has been in full compliance with the conditions of the grants and all related regulations. The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit due to the difference between the market rate of interest and the rate of interest charged by the governmental organization is measured as the difference between the initial carrying value of the loan determined and the proceeds received. This benefit is deferred, and recognized through profit and loss over the term of the corresponding liabilities. Research and Development Expenses All research and development costs are expensed as incurred. The following costs, in particular by their nature, constitute research and development expenses: direct personnel and material costs, related overheads for internal or external technology, engineering and other departments that provide services; costs for experimental and pilot facilities (including depreciation of buildings or parts of buildings used for research or development purposes); costs for clinical research; regular costs for the utilization of third parties’ patents for research and development purposes; other taxes related to research facilities; and fees for the filing and registration of self-generated patents that are not capitalized. Leases Payments made by the Company on operating leases, mainly in connection with the rental agreements for the premises in Austria and the United States, are charged to the consolidated statement of comprehensive income (loss) on a straight-line basis over the period of the lease. The Company has not entered into capital leases. Dividend distribution To date, Nabriva has not paid dividends. Dividend distribution to the Company’s shareholders shall be recognized as a liability in the Company’s consolidated financial statements in the period in which the dividends are approved by the Company’s shareholders. Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical costs include the acquisition price, ancillary costs and subsequent acquisition costs less any discounts received on the acquisition price. Depreciation on assets is calculated using the straight-line method over the estimated useful lives of the assets. In calculating the estimated useful life, the economic and technical life expectancy has been taken into consideration. The estimated useful lives of property, plant and equipment are as follows: 3-5 years for IT equipment, 5-10 years for laboratory equipment and 3-10 years for other plant and office equipment. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. When assets are sold, closed down or scrapped, the difference between the net proceeds and the net carrying amount of the asset is recognized as a gain or a loss in other operating income or expenses. Intangible assets and other long lived assets Intangible assets, such as acquired computer software licenses, are capitalized on the basis of the costs incurred to acquire the software and bring it into use. These costs are amortized on a straight-line basis over their estimated useful lives (3-10 years). Intangible assets and long-lived assets are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss would be recognized when an asset’s fair value, determined based on undiscounted cash flows expected to be generated by the asset, is less than its carrying amount. The impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value and recognized in these financial statements. Intangible assets are carried at cost less accumulated amortization and impairment. Short-term Investments The Company has designated investment in securities as available-for-sale securities and measures these securities at their respective fair values. Investments are classified as short-term or long-term based on the maturity date and their availability to meet current operating requirements. Investments that mature in one year or less are classified as short-term available-for-sale securities and are reported as a component of current assets. Investments that are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets. Changes in the fair value of short-term investments are recognized in other comprehensive income (loss), with the exception of interest income and foreign exchange gains/losses on monetary financial assets being recognized in the consolidated statement of comprehensive income (loss). Excluding the money market fund (see Note 13), the fair value of the Company’s short term investments is reported at their respective carrying amounts given the short-term nature of these investments. The fair value of shares in the money market fund are determined by the daily redemption price at which such shares can be sold, as quoted daily by the fund on the basis of the fund’s net asset value. For short-term investments classified as available-for-sale, a decline in fair value below acquisition cost is considered as an indicator that the securities are impaired. If any such evidence exists, the cumulative loss — measured as the difference between the acquisition cost and the current fair value considering any previous recognized impairments — is removed from other comprehensive income and recognized in the consolidated statement of comprehensive income (loss). Cash and Cash Equivalents Cash and cash equivalents are classified as cash on hand and deposits held on call with banks and may include other short-term highly liquid investments with original maturities of three months or less. They are recorded at their principal amount. Mezzanine Equity The silent partnership agreements (see Note 17), which entitled the silent partners to a proportionate share in the fair value of the Company, similar to a shareholder, including a share in profit or loss, according to an agreed participation rate, were classified as mezzanine equity pursuant to ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) , and ASC 815, Derivatives and Hedging (“ASC 815”) . The silent partnership interests were evaluated for equity or mezzanine classification based upon the nature of the partnerships settlement provisions which unilaterally provided the Company the option to settle the obligation in cash or a variable number of shares. However, when a settlement in shares cannot always be presumed, irrespective of probability of the event occurring, a classification outside of stockholders’ equity is required. Mezzanine equity was initially measured at fair value and subsequently at the redemption value at each reporting period, representing the proceeds resulting from an exit event (trade sale or initial public offering), and such amount recognized in retained earnings. Convertible Loans The Company presents convertible loans (see Note 19) as a liability in the consolidated balance sheet. The Company evaluates the requirement to bifurcate embedded options within its convertible loans in accordance with ASC 815. ASC 815 provides criteria that, if met, require companies to bifurcate conversion options from their host instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded option are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes reported in fair value as they occur, and (c) a separate instrument with the same terms as the embedded option would be considered a derivative instrument. Discounts associated with convertible loans are amortized over the term of the related debt using the effective yield method. Additional Call Options The Company accounted for the additional call options issued as a result of the Convertible Loan Agreement (“CLA”) and Kreos Loan 2014 pursuant to ASC 815, which provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock. Due to the circumstances that the additional call options did not meet the “fixed for fixed” criteria under ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”), and did not meet the definition of a derivative, the additional call options were classified as a liability. At inception, the call options were accounted for at fair value (determined by use of the option pricing model (“OPM”)), and in subsequent periods, with changes in fair value recognized in the other income (expense), net line item within the consolidated statement of comprehensive income (loss). Prior to the extinguishment or termination of these options during 2015, the call options were valued using the option pricing method. Under this approach, each class of securities was modeled as a combination of call options with a unique claim on the assets of the company. The characteristics of each security’s class defined these claims. This reflected differences in value allocation at different company value levels that result from differences in security classes, for example from liquidation preference rights, dividend accrual, etc. The OPM used the Black-Scholes option-pricing model to price the call options. This model defines the securities’ fair values as functions of the current fair value of the Company and uses assumptions such as the anticipated timing of a potential liquidity event and the estimated volatility of the entire equity. Volatility was estimated based on the observed daily share price returns of peer companies over a historic period closely matching the period for which expected volatility is estimated. Volatility is defined as the annualized standard deviation of share price returns. In the allocation of equity, the company also considered valuation outcomes through a sale of the company compared to an initial public offering, and considered the probabilities of each at each valuation date, since the treatment of the liquidation rights were different for these two events. The aggregate value per security class was then divided by the number of securities outstanding to arrive at the value per security. The valuations relied on DCF models to derive the total enterprise value. The cash flow projections were based on probability-weighted scenarios which considered estimates of time to market, market share and pricing of lefamulin in the target indications. The cash flow projections were estimated over a period equal to the expected patent life, and a terminal value period was not applied. The expected sales were estimated using a detailed market model that comprises historical and expected number of therapies as well as prices of relevant drugs per indication and region, based on market reports, surveys and estimates by management. Production and research and development costs were estimated at the indication level with general and administrative costs and selling and marketing costs estimated at the overall company level. A WACC of 16.0% was applied for each valuation date. The OPM relies on the anticipated timing and probability of a liquidity event based on then current plans and estimates of the management as per each valuation date. As of July 4, 2014 and December 31, 2014 the probability of an initial public offering was estimated at 60% (2013 and earlier: 10%) and of a sale at 40% (2013 and earlier: 90%). As of December 31, 2014, the estimated volatility was 65% (2013: 80%) based on historical trading volatility for the publicly traded peer companies and a time to liquidity of 0.5 years for the IPO scenario and 2.5 years for the trade sales scenario (2013: 1.2 years and 4.4 years, respectively). As of June 30, 2015, the time to liquidity was estimated at 0.6 years (June 30, 2014: 1.0 years) for the initial public offering scenario and 2.3 years (June 30, 2014: 3.0 years) for the trade sale scenario, resulting in an estimated volatility as of June 30, 2015 of 55% (June 30, 2014: 65%). Beneficial Conversion Features The Company may issue financial instruments that may contain embedded conversion features. If these embedded conversion options have been assessed under ASC 815 for bifurcation and concluded separate accounting is not required, further analysis to determine if a beneficial conversion features exists is performed. A beneficial conversion feature exists on the date a financial instrument is issued when the fair value of the underlying convertible shares is in excess of the effective conversion price based on the proceeds allocated to the convertible instrument (i.e. intrinsic value). When determining the effective conversion price, the fair value of any attached equity instruments is considered, if any related equity instruments were granted with the original instrument. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The intrinsic value of any contingent beneficial conversion features is recognized upon the resolution of the contingency. Depending on the nature of the instrument, the beneficial conversion feature and contingent beneficial conversion feature are amortized to either the earliest date of conversion or the term of the instrument. Modification and Extinguishment Accounting The Company evaluates amendments to its debt in accordance with ASC 470, Debt (“ASC 470”), for modification and extinguishment accounting. The evaluation includes considering whether the present value of cash flows of the new debt instrument is at least 10 percent different from the present cash flows of the old debt instrument as well as considering the impact of the amendment to an embedded conversion option. In situations where the instruments are not substantially different, an increase in fair value of the embedded conversion option was also evaluated. Employee Benefits The Company is obliged to pay jubilee benefits in accordance with the collective bargaining agreement for the chemical industry, whereby the employee is entitled to receive a jubilee payment after being employed for a certain number of years. The Company’s net obligation in respect of these long-term employee benefits according to ASC 710-10-25 is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss under salaries in the period in which they arise. The Company is further legally required to make monthly contributions to a state plan classified as defined contribution plan. These contributions are recognized under expenses for social security and payroll related taxes. Share-Based Payments The Company operates several share-based compensation plans. The fair value of such stock-based compensation is recognized as an expense for the employee services received in exchange for the grant of the options under the Stock Option Plan 2007 and the Stock Option Plan 2015 (see Note 15) or shares under the Founders’ Program 2007 (see Note 15). Share-based payments to employees and others providing similar services are measured at the fair value of the equity awards at the grant date and recognized as an expense over the |