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PRELIMINARY NOTE The unaudited half-year consolidated Financial Statements included herein have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Account

Key Takeaway: The unaudited half-year consolidated Financial Statements 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 pres

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The unaudited half-year consolidated Financial Statements 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 Registration Statement on Form F-1 (File No. 333-202205) filed with the Securities and Exchange Commission on March 24, 2015 (the Registration Statement ). 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. Financial Statements (Unaudited) 2
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures About Market Risks 29
Item 4. Controls and Procedures 30
PART II OTHER INFORMATION 30
Item 1. Legal Proceedings 30
Item 1A. Risk Factors 30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30
Item 3. Default Upon Senior Securities 30
Item 4. Mine Safety Disclosures 30
Item 5. Other Information 30
Item 6. Exhibits 30
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2014 June 30, 2015
ASSETS
Non-current assets
Goodwill
Intangible assets 5 1,026 966
Property, plant, and equipment 6 2,610 5,125
Other non-current financial assets 1,977 664
Total non-current assets 5,613 6,755
Current assets
Inventories and accumulated costs on orders in process 135 178
Trade receivables 5,881 3,393
Subsidies receivables 7 8,170 5,966
Other current assets 5,468 7,100
Cash and cash equivalents 8 112,347 283,892
Total current assets 132,001 300,528
TOTAL ASSETS 137,614 307,283
LIABILITIES
Shareholders equity
Share capital 9 1,472 1,753
Premiums related to the share capital 192,842 396,141
Treasury share reserve (251 ) (189 )
Currency translation adjustment (762 ) (1,491 )
Retained earnings (132,536 ) (137,139 )
Net income (loss) 20 (16,020 )
Total shareholders equity - Group Share 60,786 243,056
Non-controlling interests (1,259 ) 163
Total shareholders equity 59,527 243,219
Non-current liabilities
Non-current financial debt 11 2,824 92
Non-current provisions 13 398 393
Total non-current liabilities 3,222 484
Current liabilities
Current financial debt 11 862 3,032
Trade payables 9,802 5,348
Deferred revenues and deferred income 12 59,492 49,472
Redundancy plan 13 715 66
Current provisions 13 700 444
Other current liabilities 14 3,294 5,217
Total current liabilities 74,865 63,580
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 137,614 307,283
The accompanying notes form an integral part of these unaudited interim condensed Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED OPERATIONS
For the six months ended June 30
in thousands, except per share amounts
For the six-month period ended June 30,
Notes 2014 2015
Revenues and other income
Revenues 15 7,513 15,756
Other income 15 2,764 1,467
Total revenues and other income 10,277 17,223
Operating expenses and other operating income (expenses)
Royalty expenses (1,407 ) (819 )
Research and development expenses 16 (7,678 ) (16,165 )
Selling, general and administrative expenses 16 (6,202 ) (16,277 )
Other operating income 9 516
Redundancy plan 235
Other operating expenses (397 )
Total operating expenses and other operating income (expenses) (15,278 ) (32,907 )
Operating loss (5,001 ) (15,684 )
Financial gain (loss) 17 16 (166 )
Income tax
Income (loss) from continuing operations (4,985 ) (15,850 )
Loss from discontinued operations (2,888 )
Net loss (7,873 ) (15,850 )
Attributable to shareholders of Cellectis (7,435 ) (16,020 )
Attributable to non-controlling interests (438 ) 171
Net loss attributable to shareholders of Cellectis per share ( / share) 18 (0.32 ) (0.48 )
Net Loss from continuing operations per share ( /share) (0.19 ) (0.48 )
Net Loss from discontinued operations per share ( /share) (0.13 )
The accompanying notes form an integral part of these unaudited interim condensed Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE LOSS
For the six months ended June 30
For the six-month period ended June 30,
2014 2015
Net Loss (7,873 ) (15,850 )
Actuarial gains and losses 34
Other comprehensive income that will not be reclassified subsequently to income or loss 0 34
Currency translation adjustment (36 ) (794 )
Other comprehensive loss that will be reclassified subsequently to income or loss (36 ) (794 )
Total Comprehensive loss (7,909 ) (16,609 )
Attributable to shareholders of Cellectis (7,466 ) (16,715 )
Attributable to non-controlling interests (443 ) 106
The accompanying notes form an integral part of these unaudited interim condensed Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the six months ended June 30 ( in thousands)
For the six-month period ended June 30,
Notes 2014 2015
Cash flows from operating activities
Net loss for the period (7,873 ) (15,850 )
Net loss for the period of discontinued operations (2,888 )
Net (loss) income for the period of continuing operations (4,985 ) (15,850 )
Reconciliation of net loss and of the cash used for operating activities
Adjustments for
Amortization and depreciation 713 779
Movements in valuation allowances of working capital (309 ) 0
Net loss on disposals 27
Net finance expenses / revenue (16 ) 166
Income tax 0 0
Expenses related to share-based payments 323 8,017
Provisions (1,366 ) (718 )
Other non cash items
Interest (paid) / received 392 294
Operating cash flows before change in working capital (5,248 ) (7,285 )
Decrease in inventories (43 ) (43 )
Decrease (increase) in trade receivables and other current assets 730 1,217
Increase in subsidies receivables (2,309 ) 2,489
(Decrease) increase in trade payables and other current liabilities (1,406 ) (3,650 )
Increase in deferred income 3,168 (10,114 )
Change in the working capital 140 (10,101 )
Net cash flows provided by (used in) operating activities of continuing operations (5,108 ) (17,386 )
Net cash flows provided by (used in) operating activities of discontinued operations (833 )
Net cash flows provided by (used in) operating activities (5,941 ) (17,386 )
Cash flows from investment activities
Proceeds from disposal of property, plant and equipment 50
Proceeds from sale of subsidiaries net of cash disposed of (2,850 )
Acquisition of intangible assets (11 ) (11 )
Acquisition of property, plant and equipment (62 ) (3,140 )
Net change in non-current financial assets (103 ) (81 )
Net cash flows provided by (used in) investing activities of continuing operations (176 ) (6,032 )
Net cash flows provided by (used in) investing activities of discontinued operations
Net cash flows provided by (used in) investing activities (176 ) (6,032 )
Cash flows from financing activities
Increase in share capital 19,650 213,110
Transaction costs (16,842 )
Increase in borrowings 0
Decrease in borrowings (550 ) (984 )
Treasury shares 125 62
Net cash flows provided by (used in) financing activities of continuing operations 19,225 195,346
Net cash flows provided by (used in) financing activities of discontinued operations
Net cash flows provided by (used in) financing activities 19,225 195,346
(Decrease) increase in cash 13,108 171,927
Cash and cash equivalents at the beginning of the period 7,559 112,347
Effect of exchange rate changes on cash (21 ) (382 )
Cash from discontinued operations 432
Cash from continuing operations 20,214 283,892
Cash and cash equivalents at the end of the period 8 20,646 283,892
The accompanying notes form an integral part of these unaudited interim condensed Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY
For the six months ended June 30
in thousands, except share data
Share Capital Ordinary Shares Equity
Number of shares Amount Premiums Treasury shares Currency translation adjustment Retained earnings (deficit) Income (Loss) attributable to shareholders of Cellectis Non controlling interests Total Shareholders Equity
As of January 1, 2014 21,082,320 1,054 133,908 (412 ) 828 (77,236 ) (55,402 ) 2,740 (223 ) 2,517
Net Loss (7,435 ) (7,435 ) (438 ) (7,873 )
Other comprehensive income (loss) (621 ) (31 ) (5 ) (36 )
Total comprehensive income (loss) (31 ) 0 (7,435 ) (7,466 ) (443 ) (7,909 )
Allocation of prior period loss (55,402 ) 55,402
Equity subscribed by NCI
Capital increase 4,000,000 200 19,276 19,476 19,476
Treasury shares 125 125 125
Exercise of share warrants and employee warrants
Share based compensation 497 497 497
As of June 30, 2014 25,082,320 1,254 153,681 (287 ) 797 (132,638 ) (7,435 ) 15,372 (666 ) 14,706
As of January 1, 2015 29,446,721 1,472 192,842 (251 ) (762 ) (132,536 ) 20 60,786 (1,259 ) 59,527
Net Loss (16,020 ) (16,020 ) 171 (15,850 )
Other comprehensive income (loss) (729 ) 34 (694 ) (65 ) (759 )
Total comprehensive income (loss) (729 ) 34 (16,020 ) (16,715 ) 106 (16,609 )
Allocation of prior period loss 20 (20 )
Capital Increase 5,500,000 275 194,385 (3 ) 194,657 194,657
Equity subscribed by NCI
Operation between shareholders (4,653 ) (4,653 ) 1,153 (3,500 )
Treasury shares 62 62 62
Exercise of share warrants and employee warrants 112,098 6 1,061 (3 ) 1,064 1,064
Share based compensation 7,853 7,853 164 8,017
As of June 30, 2015 35,058,819 1,753 396,141 (189 ) (1,491 ) (137,139 ) (16,020 ) 243,056 163 243,219
Please refer to Note 3 relating to the repurchase of minority shareholders of Cellectis Bioresearch.
The accompanying notes form an integral part of these unaudited interim condensed Consolidated Financial Statements
NOTES TO THE UNAUDITED 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.
We view our operations and manage our business in two operating and reportable segments that
are engaged in the following activities: (1) Therapeutics, which is focused on the development of products in the field of immuno-oncology and of novel therapies outside immuno-oncology to treat other human diseases; (2) Plants, which is
focused on the development of new generation plant products in the field of agricultural biotechnology on our own or through alliances with other companies in the agricultural industry.
Note 2. Basis of presentation and statement of compliance
All financial information (unless indicated otherwise) is presented in thousands of euros.
2.1 Compliance with the IFRS accounting framework
The half-year Consolidated Financial Statements have been prepared in accordance with International Financial Reporting
Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ), whose application is mandatory for the half year ended June 30, 2015.
These half year Consolidated Financial Statements as of June 30, 2015 were approved by our Board of Directors on
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 ).
The Interim [Condensed] Consolidated Financial Statements for the six months ended June 30, 2015 have been prepared using
the same accounting policies and methods as those applied for the year ended December 31, 2014.
2.2 Application of new or
amended standards or new amendments
The following pronouncements and related amendments have been adopted by us
from January 1, 2015 but had no significant impact on the half-year Consolidated Financial Statements:
2.3 Standards, interpretations and amendments issued but not yet effective
The following pronouncements and related amendments are applicable for half-year accounting periods beginning after
January 1, 2016. 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, 2017, with early adoption permitted. We are assessing the
potential impact on our Consolidated Financial Statements resulting from the application of IFRS 15.
Note 3. Consolidated entities
Our 2015 half year Consolidated Financial Statements include the operations of Cellectis S.A.; our two French
subsidiaries, Cellectis Bioresearch and Ectycell; our three U.S. subsidiaries, Calyxt, Inc. (formerly Cellectis Plant Sciences Inc.), Cellectis, Inc. and Cellectis Bioresearch Inc. Cellectis, Inc. houses our U.S. headquarters and U.S. research
department, and it has been in operation since April 2015. On May 18, 2015, we signed with the Caisse des D p ts et Consignations a contract for our repurchase of its participation in Cellectis Bioresearch, which
represented 25% of the total shares thereof. As of June 30, 2015, Cellectis S.A. was the sole stockholder of Cellectis Bioresearch. This transaction with Caisse des D p ts et Consignations had an impact on the Company s
shareholders equity, which decreased by 3.5 million.
Our 2014 annual Consolidated Financial Statements
included the operations of Cellectis S.A.; our two French subsidiaries, Cellectis Bioresearch and Ectycell; our two U.S. subsidiaries, Cellectis Plant Sciences Inc. and Cellectis Bioresearch Inc.; and our former Swedish subsidiary, Cellectis AB.
On June 30, 2014, our former subsidiary, Cellectis Therapeutics, was merged into, and absorbed by, Cellectis S.A. On
August 29, 2014, we finalized the sale of Cellectis AB.
Note 4. Reportable segments
The Chief Operating Decision Maker ( CODM ) assesses the performance of the Company s segments using information
about their revenues and operating profit or loss. The CODM does not review any asset or liability information by segment or by region. For the half-year ended June 30, 2014, the CODM viewed the business in two reportable
segments Therapeutics and Plants.
For prior periods, the CODM assessed the performance of three
segments Therapeutics, Plants and Tools and Services. However, following the sale of Cellectis AB in August 2014, the Tools and Services segment was managed as a discontinued activity, and the segment information presented for prior periods,
including the half-year ended June 30, 2014, has been retrospectively restated to present two operating and reporting segments, with Tools and Services activities included within Therapeutics for comparison purposes.
Our corporate expenses and certain research activities are managed at the parent-company level by Cellectis S.A., whose
operations are presented entirely in the Therapeutics segment. There are intersegment transactions between the two reportable segments, including allocation of corporate general and administrative expenses by Cellectis S.A. to its subsidiaries and
allocation of research and development expenses and selling, general and administrative expenses to the reportable segments. Information related to each reportable segment is set out below. Segment revenue and operating profit or loss are used to
measure performance.
The operating profit or loss includes the impact of the operations between segments while the
intra-segment operations are eliminated. The segment information presented below excludes amounts related to Cellectis AB, which was classified as a discontinued operation for the half year ended June 30, 2014.
For the six month period ended June 30, 2014
in thousands
Plants Therapeutics Total reportable segments
Segment revenues 455 9,549 10,004
Inter-segment revenues (1,611 ) (1,611 )
Revenues with Cellectis AB (discontinued operations) (880 ) (880 )
External revenues 455 7,058 7,513
Operating loss before tax (593 ) (4,408 ) (5,001 )
Depreciation and amortization (33 ) (680 ) (713 )
Amounts above do not include amounts for Cellectis AB, which is presented as discontinued
For the six month period ended June 30, 2015
in thousands
Total reportable
Plants Therapeutics segments
Segment revenues 435 16,158 16,593
Inter-segment revenues 0 (837 ) (837 )
External revenues 435 15,321 15,756
Operating loss before tax (1,484 ) (14,200 ) (15,684 )
Depreciation and amortization (56 ) (723 ) (779 )
Note 5. Impairment tests
Our cash-generating units ( CGUs ) correspond to the operating/reportable segments: Therapeutics and Plants. No
indicator of impairment has been identified for either of the CGUs for the six-month period ending June 30, 2015.
Property, plant and equipment
1/1/2015 Increase Decrease Foreign currency translation differences 06/30/2015
in thousands
Buildings 2,381 1,393 (4 ) 3,770
Technical equipment 8,552 1,666 (85 ) 53 10,186
Fixtures, fittings and other equipment 418 212 630
Total, gross 11,351 3,271 (85 ) 49 14,587
Accumulated depreciation of buildings 1,215 225 1,440
Accumulated depreciation and impairment of technical equipment 7,150 452 (9 ) 20 7,613
Accumulated depreciation and impairment of fixtures, fittings and other equipment 377 32 409
Total accumulated depreciation and impairment 8,742 709 (9 ) 20 9,462
Total, net 2,610 2,562 (76 ) 29 5,125
Increases are notably related to investments in our new U.S. headquarters and in R&D
equipment in both the United States and France.
Last updated: Sep 8, 2015