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

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

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unaudited condensed Interim Consolidated Financial Statements for the three-month and the nine-month periods ended September 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 U.S. dollars. Effective in the third quarter of 2017, Cellectis changed the presentation currency of its consolidated financial statements from the euro to the U.S. dollar in order to enhance comparability with peers,
which primarily present their financial statements in U.S. dollar. 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
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 36
Item 3. Quantitative and Qualitative Disclosures About Market Risks 53
Item 4. Controls and Procedures 53
PART II OTHER INFORMATION 54
Item 1. Legal Proceedings 54
Item 1A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54
Item 3. Default Upon Senior Securities 54
Item 4. Mine Safety Disclosures 54
Item 5. Other Information 54
Item 6. Exhibits 54
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2016 September 30, 2017
ASSETS
Non-current assets
Intangible assets 1,343 1,470
Property, plant, and equipment 5 16,900 8,229
Other non-current financial assets 691 989
Total non-current assets 18,935 10,688
Current assets
Inventories 118 125
Trade receivables 6.1 3,627 2,897
Subsidies receivables 6.2 8,723 16,796
Other current assets 6.3 8,870 14,788
Current financial assets 7.1 36,592 40,240
Cash and cash equivalents 7.2 254,568 263,862
Total current assets 312,498 338,707
TOTAL ASSETS 331,432 349,395
LIABILITIES
Shareholders equity
Share capital 11 2,332 2,365
Premiums related to the share capital 568,185 604,551
Treasury share reserve (416 ) (302 )
Currency translation adjustment (22,174 ) (530 )
Retained earnings (207,875 ) (251,413 )
Net income (loss) (67,255 ) (72,266 )
Total shareholders equity Group Share 272,795 282,405
Non-controlling interests 1,876 17,733
Total shareholders equity 274,671 300,138
Non-current liabilities
Non-current financial liabilities 8 30 17
Non-current provisions 14 560 697
Total non-current liabilities 590 714
Current liabilities
Current financial liabilities 8 1,730 29
Trade payables 9,722 12,693
Deferred revenues and deferred income 10 38,929 29,763
Current provisions 14 594 923
Other current liabilities 9 5,196 5,135
Total current liabilities 56,171 48,543
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 331,432 349,395
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 nine-month period ended September 30,
Notes 2016 2017
Revenues and other income
Revenues 3.1 36,702 19,416
Other income 3.1 6,754 7,286
Total revenues and other income 43,456 26,702
Operating expenses
Royalty expenses 3.2 (1,155 ) (1,748 )
Research and development expenses 3.2 (58,269 ) (58,525 )
Selling, general and administrative expenses 3.2 (31,063 ) (31,830 )
Other operating income and expenses 186 317
Total operating expenses (90,300 ) (91,787 )
Operating income (loss) (46,844 ) (65,085 )
Financial gain (loss) (7,061 ) (9,969 )
Net income (loss) (53,905 ) (75,054 )
Attributable to shareholders of Cellectis (53,905 ) (72,266 )
Attributable to non-controlling interests (2,788 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 13
Basic net income (loss) per share ($ /share) (1.53 ) (2.03 )
Diluted net income (loss) per share ($ /share) (1.53 ) (2.03 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the nine-month period ended September 30,
2016 2017
Net income (loss) (53,905 ) (75,054 )
Actuarial gains and losses (105 )
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss (105 )
Currency translation adjustment 6,858 21,276
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 6,858 21,276
Total Comprehensive income (loss) (47,152 ) (53,778 )
Attributable to shareholders of Cellectis (47,152 ) (50,621 )
Attributable to non-controlling interests (3,157 )
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 September 30,
Notes 2016 2017
Revenues and other income
Revenues 3.1 11,266 6,122
Other income 3.1 1,356 1,131
Total revenues and other income 12,622 7,253
Operating expenses
Royalty expenses 3.2 (348 ) (569 )
Research and development expenses 3.2 (15,434 ) (20,289 )
Selling, general and administrative expenses 3.2 (9,726 ) (12,153 )
Other operating income and expenses (15 ) 54
Total operating expenses (25,522 ) (32,956 )
Operating income (loss) (12,900 ) (25,703 )
Financial gain (loss) (1,156 ) (3,393 )
Net income (loss) (14,056 ) (29,096 )
Attributable to shareholders of Cellectis (14,056 ) (26,154 )
Attributable to non-controlling interests (2,942 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 13
Basic net income (loss) per share ( $ /share) (0.40 ) (0.73 )
Diluted net income (loss) per share ( $ /share) (0.40 ) (0.73 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the three-month period ended September 30,
2016 2017
Net income (loss) (14,056 ) (29,096 )
Actuarial gains and losses
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss
Currency translation adjustment 841 8,877
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 841 8,877
Total Comprehensive income (loss) (13,215 ) (20,219 )
Attributable to shareholders of Cellectis (13,215 ) (16,901 )
Attributable to non-controlling interests (3,318 )
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the nine-month period ended September 30,
Notes 2016 2017
Cash flows from operating activities
Net loss for the period (53,905 ) (75,054 )
Reconciliation of net loss and of the cash used in operating activities
Adjustments for
Amortization and depreciation 1,626 1,972
Net loss (income) on disposals 12 13
Net financial gain (loss) 7,063 9,969
Expenses related to share-based payments 44,534 38,940
Provisions (492 ) 301
Interest (paid) / received 1,719 790
Operating cash flows before change in working capital 557 (23,069 )
Decrease (increase) in inventories 58 7
Decrease (increase) in trade receivables and other current assets (9,011 ) (1,954 )
Decrease (increase) in subsidies receivables (6,908 ) (6,688 )
(Decrease) increase in trade payables and other current liabilities (4,736 ) 1,866
(Decrease) increase in deferred income (14,333 ) (12,977 )
Change in working capital (34,931 ) (19,746 )
Net cash flows provided by (used in) operating activities (34,374 ) (42,814 )
Cash flows from investment activities
Proceeds from disposal of property, plant and equipment 6,957
Acquisition of intangible assets (337 ) (266 )
Acquisition of property, plant and equipment (12,564 ) (1,867 )
Net change in non-current financial assets 214 (120 )
Sale (Acquisition) of current financial assets (87,913 ) (2,407 )
Net cash flows provided by (used in) investing activities (100,599 ) 2,297
Cash flows from financing activities
Increase in share capital net of transaction costs 724 2,085
Shares of Calyxt isued to third parties 38,144
Decrease in borrowings (82 ) (30 )
Treasury shares (211 ) 114
Net cash flows provided by (used in) financing activities 430 40,313
(Decrease) increase in cash (134,543 ) (204 )
Cash and cash equivalents at the beginning of the year 342,111 254,568
Effect of exchange rate changes on cash 366 9,498
Cash and cash equivalents at the end of the period 7 207,933 263,862
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 2,323 509,938 (279 ) (17,853 ) (185,120 ) (22,796 ) 286,213 789 287,002
Net Loss (53,905 ) (53,905 ) (53,905 )
Other comprehensive income (loss) 6,858 (105 ) 6,753 6,753
Total comprehensive income (loss) 6,858 (105 ) (53,905 ) (47,152 ) (47,152 )
Allocation of prior period loss (22,796 ) 22,796
Treasury shares (211 ) (211 ) (211 )
Exercise of share warrants and employee warrants 154,958 9 727 (6 ) 730 730
Share based compensation 12 43,682 43,682 853 44,534
Other movements (224 ) (224 ) (224 )
As of September 30, 2016 35,333,572 2,332 554,346 (491 ) (10,995 ) (208,251 ) (53,905 ) 283,037 1,642 284,679
As of January 1, 2017 35,335,060 2,332 568,185 (416 ) (22,174 ) (207,875 ) (67,255 ) 272,795 1,876 274,671
Net Loss (72,266 ) (72,266 ) (2,788 ) (75,054 )
Other comprehensive income (loss) 21,645 21,645 (369 ) 21,276
Total comprehensive income (loss) 21,645 (72,266 ) (50,621 ) (3,157 ) (53,778 )
Allocation of prior period loss (67,255 ) 67,255
Capital Increase 466,950 26 (26 )
Transaction with subsidiaries (1) 23,745 23,745 14,399 38,143
Treasury shares 114 114 114
Exercise of share warrants and employee warrants 11 126,730 7 2,078 2,085 2,085
Share based compensation 12 34,325 34,325 4,615 38,940
Other movements (36 ) (1 ) (38 ) (38 )
As of September 30, 2017 35,928,740 2,365 604,551 (302 ) (530 ) (251,413 ) (72,266 ) 282,405 17,733 300,138
The accompanying notes form an
integral part of these unaudited condensed Interim Consolidated Financial Statements
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 clinical-stage biopharmaceutical company focused on developing a new generation of cancer immunotherapies. 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, through our subsidiary, Calyxt Inc., to develop healthier food products for a growing population.
2.1 Basis for preparation
Interim Consolidated Financial Statements of Cellectis as of and for the nine-month period ended September 30, 2017 were approved by our Board of Directors on November 10, 2017.
Our Interim Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.
The Interim Consolidated Financial Statements for the nine-month period ended September 30, 2017 have been prepared in accordance with IAS 34 Interim
Financial Reporting, as endorsed by the International Accounting Standards Board ( IASB ).
The Interim Consolidated Financial Statements for
the nine-month period ended September 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 first quarter 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
Cellectis began its IFRS 15 implementation project with a diagnostic phase. The different categories of contracts with customers of
Cellectis, which have been reviewed, are:
Cellectis will apply IFRS 15 with effect from January 1, 2018 using the
retrospective method. It will lead to a deferral of collaboration revenue (especially milestone payments) from fiscal years of 2014 and 2015 with a negative opening equity adjustment of $1.8 million for fiscal year 2016. Except for this opening
equity impact, IFRS 15 will not have any impact in the financial statements for fiscal year 2016, and the nine-month period ended September 30, 2017.
In January 2016, the IASB issued IFRS 16 ( Leases ), which is effective for annual periods beginning on or after January 1, 2019. This new
standard aligns the accounting treatment of operating leases with that already applied to finance leases (i.e. recognition in the balance sheet of future lease payments and the associated rights of use). Cellectis is assessing the potential impact
on its consolidated financial statements resulting from the application of IFRS 16.
2.2 Change in the presentation currency of the financial
The Interim Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis
S.A., which is the Euro. We decided to change the reporting currency from Euro to U.S. dollars in the third quarter 2017, using the retrospective method. We believe that this change will enhance comparability with peers, which primarily present
their financial statements in U.S. dollars.
The effects of the change in presentation currency on the comparative consolidated financial statements are
As of December 31, 2014 Consolidated financial statement as reported ( in thousand) Consolidated financial statement as reported converted (a) ($ in thousand) Adjustments (b) Consolidated financial statement ($ in thousand)
Shareholders equity
Share capital 1,472 1,788 226 2,014
Premiums, Retained earnings and Net income 60,327 73,243 9,922 83,165
Treasury share reserve (251 ) (305 ) (49 ) (354 )
Currency translation adjustment (762 ) (925 ) (10,099 ) (11,024 )
Total shareholders equity Group Share 60,786 73,801 73,801
As of December 31, 2015 Consolidated financial statement as reported ( in thousand) Consolidated financial statement as reported converted (a) ($ in thousand) Adjustments (b) Consolidated financial statement ($ in thousand)
Shareholders equity
Capital 1,759 1,915 408 2,323
Premiums, Retained earnings and Net income 262,950 286,274 15,748 302,021
Treasury share reserve (184 ) (200 ) (80 ) (279 )
Currency translation adjustment (1,632 ) (1,776 ) (16,077 ) (17,853 )
Total shareholders equity Group Share 262,894 286,213 286,213
As of December 31, 2016 Consolidated financial statement as reported ( in thousand) Consolidated financial statement as reported converted (a) ($ in thousand) Adjustments (b) Consolidated financial statement ($ in thousand)
Shareholders equity
Capital 1,767 1,862 470 2,332
Premiums, Retained earnings and Net income 254,834 268,622 24,432 293,054
Treasury share reserve (307 ) (324 ) (92 ) (416 )
Currency translation adjustment 2,500 2,635 (24,810 ) (22,174 )
Total shareholders equity Group Share 258,794 272,795 272,795
Net income (loss), Group Share Consolidated financial statement as reported ( in thousand) Consolidated financial statement as reported converted (a) ($ in thousand) Adjustments Consolidated financial statement ($ in thousand)
2016 (60,776 ) (67,255 ) (67,255 )
2015 (20,544 ) (22,796 ) (22,796 )
2014 20 27 27
By convention and for practicability purpose, the differences have been
recalculated on a cumulative basis from January 1, 2014.
The amounts shown in the income statements and in the cash flow statements in dollars
correspond to the amounts reported in euros converted at the average for the applicable annual period of the ECB s daily reference exchange rate for dollar / euro exchanges (as published by Banque de France).
All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars.
The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at
the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average
period to date exchange rate. The resulting translation adjustments are included in equity under the caption Accumulated other comprehensive income (loss) in the Consolidated Statements of Changes in Shareholders Equity.
2.3 Consolidated entities and non-controlling interests
As of December 31, 2016 and for the nine-month period ended September 30, 2017 the consolidated group of companies (sometimes referred to as the
Group ) includes Cellectis S.A., Cellectis, Inc. and Calyxt, Inc.
As of September 30, 2017, Cellectis S.A. owns 100% of Cellectis, Inc.
and approximately 79.8% of Calyxt s outstanding shares of common stock.
Until July 25, 2017, Cellectis S.A. fully owned Calyxt, Inc. On
July 25, 2017, Calyxt closed its IPO with $64.4 million in gross proceeds to Calyxt from the sale of 8.050.000 million shares at $8 per share, including the full exercise of the underwriter s over-allotment option and
Last updated: Nov 13, 2017