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PRELIMINARY NOTE These unaudited condensed Interim Consolidated Financial Statements for the three-month period ended

Key Takeaway: These unaudited condensed Interim Consolidated Financial Statements for the three-month period ended March 31, 2018, included herein, have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Bo

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These unaudited condensed Interim Consolidated Financial Statements for the three-month period ended March 31, 2018, 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 euro to the U.S. dollar in order to enhance comparability with its peers, which primarily present their financial
statements in U.S. dollars. 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 13, 2018 (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.
We own various trademark registrations and applications, and unregistered trademarks and service marks, including Cellectis , TALEN and our corporate logos, and all such trademarks and service marks appearing in this interim report are the
property of Cellectis. The trademark Calyxt is owned by Calyxt. All other trade names, trademarks and service marks of other companies appearing in this interim report are the property of their respective holders. Solely for
convenience, the trademarks and trade names in this interim report may be referred to without the and symbols, but such references, or the failure of such symbols to appear, should
not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies trademarks and trade names to imply a
relationship with, or endorsement or sponsorship of us by, any other companies.
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. References to Calyxt refer to
PART I FINANCIAL INFORMATION 3
Item 1. Condensed Financial Statements (Unaudited) 3
Item 2. Management s Discussion & Analysis of Financial Condition and Results of Operations 30
Item 3. Quantitative and Qualitative Disclosures About Market Risks 43
Item 4. Controls and Procedures 43
PART II OTHER INFORMATION 44
Item 1. Legal Proceedings 44
Item 1A. Risk Factors 44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44
Item 3. Default Upon Senior Securities 44
Item 4. Mine Safety Disclosures 44
Item 5. Other Information 44
Item 6. Exhibits 44
PART I FINANCIAL INFORMATION
Item 1. Interim Financial Statements
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
As of
Notes December 31, 2017 as restated (*) March 31, 2018 Unaudited
ASSETS
Non-current assets
Intangible assets 1,431 1,505
Property, plant, and equipment 5 7,226 7,688
Other non-current financial assets 1,004 897
Total non-current assets 9,661 10,090
Current assets
Inventories 250 203
Trade receivables 6.1 2,753 3,419
Subsidies receivables 6.2 9,524 11,601
Other current assets 6.3 13,713 16,671
Current financial assets 7.1 40,602 40,700
Cash and cash equivalents 7.2 256,380 241,363
Total current assets 323,221 313,958
TOTAL ASSETS 332,882 324,048
LIABILITIES
Shareholders equity
Share capital 11 2,367 2,374
Premiums related to the share capital 11 614,037 625,634
Treasury share reserve (297 ) (373 )
Currency translation adjustment 1,834 6,097
Retained earnings (deficit) (253,702 ) (352,969 )
Net income (loss) (99,368 ) (25,438 )
Total shareholders equity - Group Share 264,872 255,324
Non-controlling interests 19,113 21,414
Total shareholders equity 283,985 276,738
Non-current liabilities
Non-current financial liabilities 8 13 265
Non-current provisions 14 3,430 3,307
Total non-current liabilities 3,443 3,572
Current liabilities
Current financial liabilities 8 21 82
Trade payables 8 9,460 11,254
Deferred revenues and deferred income 10 27,975 25,104
Current provisions 14 1,427 1,807
Other current liabilities 9 6,570 5,489
Total current liabilities 45,453 43,736
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 332,882 324,048
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS
For the three-month period ended March 31,
$ in thousands, except per share amounts
For the three-month period ended March 31,
Notes 2017 2018
Revenues and other income
Revenues 3.1 6,738 6,040
Other income 3.1 3,550 2,025
Total revenues and other income 10,288 8,065
Operating expenses
Royalty expenses 3.2 (611 ) (579 )
Research and development expenses 3.2 (19,583 ) (18,395 )
Selling, general and administrative expenses 3.2 (9,735 ) (14,013 )
Other operating income (expenses) (105 ) 21
Total operating expenses (30,034 ) (32,967 )
Operating income (loss) (19,747 ) (24,902 )
Financial gain (loss) (23 ) (2,137 )
Income tax
Net income (loss) (19,769 ) (27,038 )
Attributable to shareholders of Cellectis (19,769 ) (25,438 )
Attributable to non-controlling interests (1,600 )
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis 13
Basic net income (loss) per share ($ /share) (0.56 ) (0.71 )
Diluted net income (loss) per share ($ /share) (0.56 ) (0.71 )
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 March 31,
For the three-month period ended March 31,
2017 2018
Net income (loss) (19,769 ) (27,038 )
Actuarial gains and losses
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss
Currency translation adjustment 2,681 4,385
Other comprehensive income (loss) that will be reclassified subsequently to income or loss 2,681 4,385
Total Comprehensive income (loss) (17,088 ) (22,653 )
Attributable to shareholders of Cellectis (17,089 ) (21,176 )
Attributable to non-controlling interests 1 (1,477 )
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED INTERIM STATEMENTS OF CONSOLIDATED CASH FLOWS
For the three-month period ended March 31,
For the three-month period ended March 31,
Notes 2017 2018
Cash flows from operating activities
Net loss for the period (19,769 ) (27,038 )
Reconciliation of net loss and of the cash provided by (used in) operating activities
Adjustments for
Amortization and depreciation 633 629
Net loss (income) on disposals 20
Net financial loss (gain) 23 2,130
Expenses related to share-based payments 13,616 12,018
Provisions 18 165
Interest (paid) / received (219 ) 689
Operating cash flows before change in working capital (5,700 ) (11,388 )
Decrease (increase) in inventories 7 54
Decrease (increase) in trade receivables and other current assets (5,780 ) (3,123 )
Decrease (increase) in subsidies receivables (3,496 ) (1,826 )
(Decrease) increase in trade payables and other current liabilities 2,752 (77 )
(Decrease) increase in deferred income (4,060 ) (3,619 )
Change in working capital (10,578 ) (8,591 )
Net cash flows provided by (used in) operating activities (16,277 ) (19,979 )
Cash flows from investment activities
Proceeds from disposal of property, plant and equipment 7
Acquisition of intangible assets (1 ) 5
Acquisition of property, plant and equipment (546 ) (635 )
Net change in non-current financial assets (158 ) 76
Sale (Acquisition) of current financial assets (2,110 )
Net cash flows provided by (used in) investing activities (2,815 ) (546 )
Cash flows from financing activities
Increase in share capital net of transaction costs 134 2,873
Shares of Calyxt issued to third parties 714
Decrease in borrowings (9 ) (26 )
Treasury shares 158 (76 )
Net cash flows provided by financing activities 282 3,485
(Decrease) increase in cash (18,809 ) (17,040 )
Cash and cash equivalents at the beginning of the year 254,568 256,380
Effect of exchange rate changes on cash 1,549 2,022
Cash and cash equivalents at the end of the period 7 237,307 241,363
The accompanying notes form an integral part of these unaudited condensed Interim Consolidated Financial
UNAUDITED STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY
For the three-month period ended March 31,
$ 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, 2017, as restated (*) 35,335,060 2,332 568,185 (416 ) (22,086 ) (209,651 ) (67,255 ) 271,109 1,876 272,984
Net Loss (19,769 ) (19,769 ) (19,769 )
Other comprehensive income (loss) 2,680 2,680 1 2,681
Total comprehensive income (loss) 2,680 (19,769 ) (17,089 ) 1 (17,088 )
Allocation of prior period loss (67,255 ) 67,255
Treasury shares 158 158 158
Exercise of share warrants 134 134 134
Non-cash stock-based compensation expense 12 13,372 13,372 244 13,616
Other movements (36 ) (36 ) (36 )
As of March 31, 2017, as restated (*) 35,335,060 2,332 581,690 (259 ) (19,406 ) (276,942 ) (19,769 ) 267,647 2,121 269,768
As of January 1, 2018, as restated (*) 35,960,062 2,367 614,037 (297 ) 1,834 (253,702 ) (99,368 ) 264,872 19,113 283,985
Net Loss (25,438 ) (25,438 ) (1,600 ) (27,038 )
Other comprehensive income (loss) 4,262 4,262 123 4,385
Total comprehensive income (loss) 4,262 (25,438 ) (21,176 ) (1,477 ) (22,653 )
Allocation of prior period loss (99,368 ) 99,368
Transaction with subsidiaries (1) 198 198 516 714
Treasury shares (76 ) (76 ) (76 )
Exercise of share warrants, employee warrants and stock options 11 109,051 7 2,866 2,873 2,873
Non-cash stock-based compensation expense 12 8,730 8,730 3,287 12,018
Other movements (96 ) (96 ) (26 ) (122 )
As of March 31, 2018 36,069,113 2,374 625,634 (373 ) 6,097 (352,969 ) (25,438 ) 255,324 21,414 276,738
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, employing our core proprietary technologies to develop
best-in-class 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 through our subsidiary,
Calyxt, 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 three-month period ended March 31, 2018 were approved by our Board of Directors on May 4, 2018.
The Interim Consolidated Financial Statements are presented in U.S. dollars. See Note 2.3.
The Interim Consolidated Financial Statements for the three-month period ended March 31, 2018 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
three-month period ended March 31, 2018 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2017.
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, 2018 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, 2019. We do not
anticipate that the adoption of the next two pronouncements and amendments will have a material impact on our results of operations, financial position or cash flows.
IFRS 16 Leases is applicable for annual periods beginning on or after January 1, 2019. The new IFRS16 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. Commitments related to facility leases and sales and lease back arrangements are disclosed in note 15. A number of these contracts might be required to be recorded on the statement of financial
position ( right-of-use asset and the related financial obligation) under IFRS16. We are evaluating the impact of adopting this standard.
2.2 IFRS 15 application
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.
The different categories of contracts with customers of Cellectis, which have been reviewed are:
Cellectis applies IFRS 15 with effect from January 1, 2018 using the retrospective
method. The application of IFRS 15 leads to a deferral of collaboration revenue (specifically milestone payments) from fiscal year 2015 with a negative opening equity adjustment of $1.9 million as of December 31, 2017. Except for this
opening equity impact presented below, IFRS 15 has no impact in the financial statements for fiscal years 2016 and 2017.
December 31, 2017 as presented IFRS 15 restatement December 31, 2017 as restated
Total non-current assets 9,661 9,661
Total current assets 323,221 323,221
TOTAL ASSETS 332,882 332,882
Shareholders equity
Share capital 2,367 2,367
Premiums related to the share capital 614,037 614,037
Treasury share reserve (297 ) (297 )
Currency translation adjustment 1,978 (144 ) 1,834
Retained earnings (deficit) (251,927 ) (1,775 ) (253,702 )
Net income (loss) (99,368 ) (99,368 )
Total shareholders equity Group Share 266,791 (1,919 ) 264,872
Non-controlling interests 19,113 19,113
Total shareholders equity 285,904 (1,919 ) 283,985
Total non-current liabilities 3,443 3,443
Current liabilities
Current financial liabilities 21 21
Trade payables 9,460 9,460
Deferred revenues and deferred income 26,056 1,919 27,975
Current provisions 1,427 1,427
Other current liabilities 6,570 6,570
Total current liabilities 43,534 1,919 45,453
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 332,882 332,882
Share Capital Ordinary Shares Equity
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, 2017, as presented 35,335,060 2,332 568,185 (416 ) (22,174 ) (207,875 ) (67,255 ) 272,795 1,876 274,671
IFRS 15 restatement 89 (1,775 ) (1,687 ) (1,687 )
As of January 1, 2017, as restated 35,335,060 2,332 568,185 (416 ) (22,086 ) (209,651 ) (67,255 ) 271,109 1,876 272,984
Share Capital Ordinary Shares Equity
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, 2018, as presented 35,960,062 2,367 614,037 (297 ) 1,978 (251,927 ) (99,368 ) 266,791 19,113 285,904
IFRS 15 restatement (144 ) (1,775 ) (1,919 ) (1,919 )
As of January 1, 2018, as restated 35,960,062 2,367 614,037 (297 ) 1,834 (253,702 ) (99,368 ) 264,872 19,113 283,985
As of December 31, IFRS 15 As of December 31,
2017, as presented restatement 2017, as restated
$ in thousands
Deferred revenues 26,056 1,919 27,975
Total Deferred revenue and deferred income 26,056 1,919 27,975
2.3 Currency of the financial statements
The Interim Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, 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 the comparability with peers which primarily present their financial statements in
U.S. dollars. Please refer to the Annual Report on Form 20-F for further information.
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 operations, statements of comprehensive income (loss) 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.
2.4 Consolidated entities and
non-controlling interests
Consolidated entities
For the year ended December 31, 2017, and for the three-month period ended March 31, 2018 the consolidated group of companies (sometimes referred to
as the Group ) includes Cellectis S.A., Cellectis, Inc. and Calyxt.
As of December 31, 2017, Cellectis S.A. owned 100% of Cellectis, Inc.
Last updated: May 7, 2018