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PRELIMINARY NOTE The unaudited condensed Interim Consolidated Financial Statements for the three-month and the six-month periods ended

Key Takeaway: unaudited condensed Interim Consolidated Financial Statements for the three-month and the six-month periods ended June 30, 2017, included herein, have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting

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unaudited condensed Interim Consolidated Financial Statements for the three-month and the six-month periods ended June 30, 2017, included herein, have been prepared in accordance with International
Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). The consolidated financial statements are presented in euros. All references in this interim report to $,
US$, U.S.$, U.S. dollars, dollars, and USD mean U.S. dollars and all references to and euros mean euros, unless otherwise noted.
This interim report, including Management s Discussion and Analysis of Financial Condition and Results of Operations,
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. All statements other than present and historical facts and conditions contained in this
interim report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this interim report, the words
anticipate, believe, can, could, estimate, expect, intend, is designed to, may, might, plan,
potential, predict, objective, should, or the negative of these and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those
projected in any forward-looking statement. Factors that may cause actual results to differ from those in any forward-looking statement include, without limitation, those described under Risk Factors and Special Note Regarding
Forward-Looking Statements in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 23, 2017 (the Annual Report ). As a result of these factors, we
cannot assure you that the forward-looking statements in this interim report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
As used in this interim report, the terms Cellectis, we, our, us, and the
Company refer to Cellectis S.A. and its subsidiaries, taken as a whole, unless the context otherwise requires.
PART I FINANCIAL INFORMATION 2
Item 1. Condensed Financial Statements (Unaudited) 2
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations 26
Item 3. Quantitative and Qualitative Disclosures About Market Risks 36
Item 4. Controls and Procedures 37
PART II OTHER INFORMATION 38
Item 1. Legal Proceedings 38
Item 1A. Risk Factors 38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
Item 3. Default Upon Senior Securities 38
Item 4. Mine Safety Disclosures 38
Item 5. Other Information 38
Item 6. Exhibits 38
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2016 Audited June 30, 2017 Unaudited
ASSETS
Non-current assets
Intangible assets 1,274 1,213
Property, plant, and equipment 5 16,033 15,466
Other non-current financial assets 656 835
Total non-current assets 17,963 17,515
Current assets
Inventories 112 114
Trade receivables 6.1 3,441 4,346
Subsidies receivables 6.2 8,276 13,500
Other current assets 6.3 8,414 14,196
Current financial assets 7.1 34,714 34,958
Cash and cash equivalents 7.2 241,502 202,656
Total current assets 296,459 269,771
TOTAL ASSETS 314,422 287,286
LIABILITIES
Shareholders equity
Share capital 11 1,767 1,793
Premiums related to the share capital 473,306 496,752
Treasury share reserve (307 ) (199 )
Currency translation adjustment 2,501 (3,030 )
Retained earnings (157,695 ) (218,496 )
Net income (loss) (60,776 ) (42,653 )
Total shareholders equity - Group Share 258,795 234,168
Non-controlling interests 1,779 3,118
Total shareholders equity 260,574 237,285
Non-current liabilities
Non-current financial liabilities 8 28 18
Non-current provisions 14 532 571
Total non-current liabilities 560 589
Current liabilities
Current financial liabilities 8 1,641 61
Trade payables 9,223 15,040
Deferred revenues and deferred income 10 36,931 28,605
Current provisions 14 563 382
Other current liabilities 9 4,930 5,323
Total current liabilities 53,288 49,412
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 314,422 287,286
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED OPERATIONS
in thousands, except per share amounts
For the six-month period ended June 30,
Notes 2016 2017
Revenues and other income
Revenues 3.1 22,801 12,230
Other income 3.1 4,838 5,582
Total revenues and other income 27,639 17,812
Operating expenses
Royalty expenses 3.2 (723 ) (1,086 )
Research and development expenses 3.2 (38,396 ) (35,303 )
Selling, general and administrative expenses 3.2 (19,127 ) (18,248 )
Other operating income and expenses 180 238
Total operating expenses (58,066 ) (54,398 )
Operating income (loss) (30,427 ) (36,586 )
Financial gain (loss) (5,292 ) (6,067 )
Net income (loss) (35,719 ) (42,653 )
Attributable to shareholders of Cellectis (35,719 ) (42,653 )
Attributable to non-controlling interests
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 13
Basic net income (loss) per share ( /share) (1.01 ) (1.20 )
Diluted net income (loss) per share ( /share) (1.01 ) (1.20 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
For the six-month period ended June 30,
2016 2017
Net income (loss) (35,719 ) (42,653 )
Actuarial gains and losses (94 )
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss (94 )
Currency translation adjustment 110 (5,740 )
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 110 (5,740 )
Total Comprehensive income (loss) (35,704 ) (48,393 )
Attributable to shareholders of Cellectis (35,692 ) (48,183 )
Attributable to non-controlling interests (12 ) (210 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED OPERATIONS
in thousands, except per share amounts
For the three-month period ended June 30,
Notes 2016 2017
Revenues and other income
Revenues 3.1 15,823 5,902
Other income 3.1 2,317 2,248
Total revenues and other income 18,140 8,150
Operating expenses
Royalty expenses 3.2 (291 ) (512 )
Research and development expenses 3.2 (19,526 ) (16,910 )
Selling, general and administrative expenses 3.2 (8,600 ) (9,105 )
Other operating income and expenses 259 337
Total operating expenses (28,158 ) (26,190 )
Operating income (loss) (10,018 ) (18,040 )
Financial gain (loss) 3,763 (6,045 )
Net income (loss) (6,255 ) (24,085 )
Attributable to shareholders of Cellectis (6,255 ) (24,085 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 13
Basic net income (loss) per share ( /share) (0.18 ) (0.68 )
Diluted net income (loss) per share ( /share) (0.18 ) (0.68 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
For the three-month period ended June 30,
2016 2017
Net income (loss) (6,255 ) (24,085 )
Actuarial gains and losses (94 )
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss (94 )
Currency translation adjustment 2,041 (4,637 )
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 2,041 (4,637 )
Total Comprehensive income (loss) (4,308 ) (28,721 )
Attributable to shareholders of Cellectis (4,333 ) (28,537 )
Attributable to non-controlling interests 24 (185 )
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the six-month period ended June 30,
Notes 2016 2017
Cash flows from operating activities
Net loss for the period (35,719 ) (42,653 )
Net loss for the period of discontinued operations
Net (loss) income for the period of continuing operations (35,719 ) (42,653 )
Reconciliation of net loss and of the cash used for operating activities
Adjustments for
Amortization and depreciation 931 1,191
Movements in valuation allowances of working capital
Net loss (income) on disposals 11 3
Net finance expenses (revenue) 5,292 6,067
Expenses related to share-based payments 27,796 24,076
Provisions (77 ) (146 )
Interest (paid) / received 1,188 519
Operating cash flows before change in working capital (578 ) (10,944 )
Decrease (increase) in inventories 32 (2 )
Decrease (increase) in trade receivables and other current assets (11,240 ) (6,882 )
Decrease (increase) in subsidies receivables (4,978 ) (5,265 )
(Decrease) increase in trade payables and other current liabilities (2,213 ) 6,138
(Decrease) increase in deferred income (10,122 ) (8,283 )
Change in working capital (28,520 ) (14,295 )
Net cash flows provided by (used in) operating activities (29,098 ) (25,238 )
Cash flows from investment activities
Acquisition of intangible assets (428 ) (83 )
Acquisition of property, plant and equipment (9,037 ) (1,183 )
Net change in non-current financial assets 56 (114 )
Sale (Acquisition) of current financial assets (88,213 ) (2,162 )
Net cash flows provided by (used in) investing activities (97,623 ) (3,543 )
Cash flows from financing activities
Increase in share capital net of transaction costs 365 954
Decrease in borrowings (58 ) (18 )
Treasury shares (56 ) 108
Net cash flows provided by (used in) financing activities 252 1,045
(Decrease) increase in cash (126,469 ) (27,736 )
Cash and cash equivalents at the beginning of the year 314,238 241,502
Effect of exchange rate changes on cash (5,774 ) (11,110 )
Cash and cash equivalents at the end of the period 7 181,996 202,656
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY
in thousands, except share data
Share Capital Ordinary Shares Equity
Notes Number of shares Amount Premiums related to share capital Treasury shares reserve Currency translation adjustment Retained earnings (deficit) Income (Loss) attributable to shareholders of Cellectis Non controlling interests Total Shareholders Equity
As of January 1, 2016 35,178,614 1,759 420,682 (184 ) (1,632 ) (137,188 ) (20,544 ) 262,894 725 263,619
Net Loss (35,719 ) (35,719 ) (35,719 )
Other comprehensive income (loss) 122 (94 ) 28 (12 ) 16
Total comprehensive income (loss) 122 (94 ) (35,719 ) (35,692 ) (12 ) (35,704 )
Allocation of prior period loss (20,544 ) 20,544
Treasury shares (56 ) (56 ) (56 )
Exercise of share warrants and employee warrants 152,881 8 363 370 370
Share based compensation 12 27,344 27,344 453 27,796
Other movements (3 ) (3 ) (3 )
As of June 30, 2016 35,331,495 1,767 448,388 (239 ) (1,510 ) (157,828 ) (35,719 ) 254,858 1,166 256,024
As of January 1, 2017 35,335,060 1,767 473,306 (307 ) 2,500 (157,695 ) (60,776 ) 258,794 1,779 260,574
Net Loss (42,653 ) (42,653 ) (42,653 )
Other comprehensive income (loss) (5,531 ) (5,531 ) (210 ) (5,740 )
Total comprehensive income (loss) (5,531 ) (42,653 ) (48,183 ) (210 ) (48,393 )
Allocation of prior period loss (60,776 ) 60,776
Capital Increase 466,950 23 (23 )
Treasury shares 108 108 108
Exercise of share warrants and employee warrants 11 60,247 3 951 954 954
Share based compensation 12 22,528 22,528 1,548 24,076
Other movements (33 ) (1 ) (34 ) (34 )
As of June 30, 2017 35,862,257 1,793 496,752 (199 ) (3,022 ) (218,495 ) (42,653 ) 234,167 3,118 237,286
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Cellectis S.A. (hereinafter Cellectis or we ) is a limited liability company ( soci t anonyme )
registered and domiciled in Paris, France. We are a gene-editing company, employing our core proprietary technologies to develop products in the emerging field of immuno-oncology. Our product candidates, based on gene-edited T-cells that express chimeric antigen receptors, or CARs, seek to harness the power of the immune system to target and eradicate cancers. Our gene-editing technologies allow us to create allogeneic CAR T-cells, meaning they are derived from healthy donors rather than the patients themselves. In addition to our focus on immuno-oncology, we are exploring the use of our gene-editing technologies in other therapeutic
applications, as well as to develop healthier food products for a growing population.
Note 2. Accounting principles
2.1 Basis for preparation
The Interim Consolidated
Financial Statements of Cellectis as of and for the six-month period ended June 30, 2017 were approved by our Board of Directors on August 2, 2017.
Our Interim Consolidated Financial Statements are presented in euros, which is also the functional currency of Cellectis S.A., the parent company.
All financial information (unless indicated otherwise) is presented in thousands of euros.
The Interim Consolidated Financial Statements for the six-month period ended June 30, 2017 have been prepared in
accordance with IAS 34 Interim Financial Reporting, as endorsed by the International Accounting Standards Board ( IASB ).
Consolidated Financial Statements for the quarter ended June 30, 2017 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2016.
IFRS include International Financial Reporting Standards ( IFRS ), International Accounting Standards ( the IAS ), as well as the
interpretations issued by the Standards Interpretation Committee ( the SIC ), and the International Financial Reporting Interpretations Committee ( IFRIC ).
Application of new or amended standards or new amendments
The following pronouncements and related amendments have been adopted by us from January 1, 2017 but had no significant impact on the Interim Consolidated
Financial Statements:
Standards, interpretations and amendments issued but not yet effective
The following pronouncements and related amendments are applicable for the accounting periods beginning after January 1, 2018. We do not anticipate that
the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position or cash flows.
IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining
whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption
Cellectis began its IFRS 15 implementation project with a diagnostic phase. The following different categories of contracts with customers of
Cellectis have been reviewed :
Cellectis will apply IFRS 15 with effect from January 1, 2018 with a retrospective
method. This will lead to a cancellation of collaboration revenue (especially milestone payments) from fiscal years 2014 and 2015 with an opening equity adjustment of 1.6 million for fiscal year 2016. Except for this opening equity, IFRS
15 will not have any impact in the financial statements for fiscal year 2016, and the six-month period ended June 30, 2017.
In January 2016, the IASB issued IFRS 16 ( Leases ), which is effective for annual periods beginning on or after January 1, 2019. This new
standard aligns the accounting treatment of operating leases with that already applied to finance leases (i.e. recognition in the balance sheet of future lease payments and the associated rights of use). Cellectis is assessing the potential impact
on its consolidated financial statements resulting from the application of IFRS 16.
2.2 Consolidated entities and
non-controlling interests
As at December 31, 2016 and for the six-month period ended June 30, 2017, the consolidated group of companies (sometimes referred to as the Group ) includes Cellectis S.A., Cellectis, Inc. and Calyxt, Inc.
As of June 30, 2017, Cellectis, Inc. and Calyxt, Inc. are fully owned by Cellectis S.A.
Note 3. Information concerning the Group s Consolidated Operations
3.1 Revenues and other income
3.1.1 For the six-month periods ended June 30, 2016 and 2017
Revenues by country of origin and other
For the six-month period ended June 30,
2016 2017
in thousands
From France 22,601 11,973
From USA 199 257
Revenues 22,801 12,230
Research tax credit 4,728 5,449
Subsidies and other 110 134
Other income 4,838 5,582
Total revenues and other income 27,639 17,812
For the six-month period ended June 30,
2016 2017
in thousands
Recognition of previously deferred upfront payments 10,263 6,754
Other revenues 11,351 4,469
Collaboration agreements 21,614 11,223
Licenses 1,142 979
Products & services 45 28
Total revenues 22,801 12,230
3.1.2 For the three-month periods ended June 30, 2016 and 2017
Revenues by country of origin and other income
For the three-month period ended June 30,
2016 2017
in thousands
From France 15,720 5,697
From USA 102 205
Revenues 15,823 5,902
Research tax credit 2,207 2,138
Subsidies and other 110 110
Other income 2,317 2,248
Total revenues and other income 18,140 8,150
For the three-month period ended June 30,
2016 2017
in thousands
Recognition of previously deferred upfront payments 5,555 3,502
Other revenues 9,775 1,810
Collaboration agreements 15,330 5,312
Licenses 562 573
Products & services (69 ) 17
Total revenues 15,823 5,902
3.2 Operating expenses
3.2.1 For the six-month periods ended June 30, 2016 and 2017
For the six-month period ended June 30,
2016 2017
in thousands
Royalty expenses (723 ) (1,086 )
For the six-month period ended June 30,
Research and development expenses 2016 2017
in thousands
Wages and salaries (5,568 ) (5,626 )
Social charges on stock option grants (1,687 )
Non-cash stock based compensation expense (16,214 ) (12,540 )
Personnel expenses (23,469 ) (18,166 )
Purchases and external expenses (14,189 ) (16,202 )
Other (738 ) (935 )
Total research and development expenses (38,396 ) (35,303 )
For the six-month period ended June 30,
Selling, general and administrative expenses 2016 2017
in thousands
Wages and salaries (1,729 ) (2,802 )
Social charges on stock option grants (1,471 )
Non-cash stock based compensation expense (11,583 ) (11,535 )
Personnel expenses (14,783 ) (14,337 )
Purchases and external expenses (4,000 ) (3,384 )
Other (344 ) (527 )
Total selling, general and administrative expenses (19,127 ) (18,248 )
For the six-month period ended June 30,
Personnel expenses 2016 2017
in thousands
Wages and salaries (7,297 ) (8,427 )
Social charges on stock option grants (3,159 )
Non-cash stock based compensation expense (27,796 ) (24,076 )
Total personnel expenses (38,252 ) (32,503 )
3.2.2 For the three-month periods ended June 30, 2016 and 2017
For the three-month period ended June 30,
2016 2017
in thousands
Royalty expenses (291 ) (512 )
For the three-month period ended June 30,
Research and development expenses 2016 2017
in thousands
Wages and salaries (2,904 ) (2,831 )
Social charges on stock option grants
Non-cash stock based compensation expense (8,699 ) (5,552 )
Personnel expenses (11,603 ) (8,384 )
Purchases and external expenses (7,542 ) (8,045 )
Other (380 ) (481 )
Total research and development expenses (19,526 ) (16,910 )
For the three-month period ended June 30,
Selling, general and administrative expenses 2016 2017
in thousands
Wages and salaries (811 ) (1,403 )
Social charges on stock option grants
Non-cash stock based compensation expense (5,684 ) (5,735 )
Personnel expenses (6,494 ) (7,138 )
Purchases and external expenses (1,851 ) (1,662 )
Other (253 ) (305 )
Total selling, general and administrative expenses (8,600 ) (9,105 )
For the three-month period ended June 30,
Personnel expenses 2016 2017
in thousands
Wages and salaries (3,715 ) (4,235 )
Social charges on stock option and free shares grants
Non cash stock based compensation expense (14,382 ) (11,288 )
Total personnel expenses (18,097 ) (15,522 )
Note 4. Impairment tests
Our cash-generating units ( CGUs ) correspond to the operating/reportable segments: Therapeutics and Plants.
No indicator of impairment has been identified for any intangible or tangible assets in either of the CGUs at the end of June 30, 2016
Note 5. Property, plant and equipment
Lands and Buildings Technical equipment Fixtures, fittings and other equipment Assets under construction Total
in thousands
Net book value as of January 1, 2016 1,903 2,661 312 168 5,043
Change in scope
Additions to tangible assets 5,754 541 273 4,408 10,975
Disposal of tangible assets (1 ) (1 )
Depreciation expense (306 ) (414 ) (95 ) (815 )
Translation adjustments 4 (24 ) (4 ) 18 (7 )
Net book value as of June 30, 2016 7,355 2,765 484 4,593 15,196
Gross value at end of period 9,490 10,966 808 4,594 25,859
Accumulated depreciation and impairment at end of period (2,135 ) (8,202 ) (324 ) (10,663 )
Net book value as of January 1, 2017 11,798 2,712 671 852 16,033
Change in scope
Additions to tangible assets 32 462 110 933 1,536
Disposal of tangible assets (3 ) (3 )
Reclassification 42 16 (58 )
Depreciation expense (459 ) (524 ) (102 ) (1,085 )
Translation adjustments (784 ) (132 ) (15 ) (83 ) (1,014 )
Net book value as of June 30, 2017 10,586 2,559 677 1,644 15,467
Gross value at end of period 13,527 10,286 1,146 1,644 26,603
Accumulated depreciation and impairment at end of period (2,941 ) (7,727 ) (470 ) (11,137 )
For the six-month period ended June 30, 2017, we made investments
in R&D equipment in both the United States of America and France. The addition in tangible assets reflects improvements for Calyxt and Cellectis sites for 0.8 million and other equipment for 0.6 million.
Note 6. Trade receivables and other current assets
6.1 Trade receivables
Last updated: Aug 2, 2017