Accounting principles

Note 2. Accounting principles

2.1 Basis for preparation

The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2017 were approved by our Board of Directors on March 12, 2018.

Our Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS.

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 significant accounting methods used to prepare the Consolidated Financial Statements are described below.

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 Consolidated Financial Statements:

•

Amendments to IAS 7 “Statement of Cash Flows” (applicable for periods beginning after January 1, 2017)

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 9 Financial Instruments (applicable for periods beginning after January 1, 2018)

•

Amendments to IFRS 2 “Classification and Measurement of Share-based Payment Transactions” (applicable for periods beginning after January 1, 2018)

•

Amendments to IFRIC 22 “Foreign Currency Transactions and Advance Consideration” (applicable for periods beginning after January 1, 2018)

•

Amendment to IFRS 9 “Financial Instruments – Prepayment Features with Negative Compensation” (applicable for periods beginning after January 1, 2019)

•

IFRIC 23 “Uncertainty over Income Tax Treatments” (applicable for periods beginning after January 1, 2019)

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 permitted.

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:

•

Collaboration agreements;

•

Licensing agreements.

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 years 2016 and 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. The commitments related to the facility leases and sales and lease back are disclosed in note 18. 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.

2.2 Change in the presentation currency of the financial statements

The 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 of 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 follows:

•

The various items of assets and liabilities in dollars correspond to the amounts published in euros converted at the European Central Bank’s (“ECB”) daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period. The same methodology is applied for total equity. As a result, the change in the presentation currency of the consolidated financial statements has no effect on the various items of assets and liabilities in dollars, or on total equity. Equity transactions that occurred in 2015 and 2016 are converted at the historical exchange rates instead of the exchange rates at the end of the period. Net loss for 2015 and 2016 is converted at the average exchange rate for the respective period. The offsetting impact of these are included in currency translation adjustment.

•

The recalculation of translation adjustments has an effect on the allocation of total equity for the comparative periods presented between currency translation adjustments and other components of shareholders’ equity and the amount of other comprehensive income (loss), such as indicated in the following tables:


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)
Total non-current assets		5,613			6,815			—			6,815
Total current assets		132,001			160,262			—			160,262

TOTAL ASSETS		137,614			167,077			—			167,077

Shareholders’ equity
Share capital		1,472			1,788			226			2,014
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		(1,259	)		(1,529	)		—			(1,529	)
Total shareholders’ equity		59,527			72,272			—			72,272
Total non-current liabilities		3,222			3,911			—			3,911
Total current liabilities		74,865			90,894			—			90,894

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		137,614			167,077			—			167,077

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.82365 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.82365 euro for 1 dollar.


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)
Total non-current assets		6,844			7,451			—			7,451
Total current assets		334,218			363,863			—			363,863

TOTAL ASSETS		341,062			371,314			—			371,314

Shareholders’ equity
Capital		1,759			1,915			408			2,323
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		725			789			—			789
Total shareholders’ equity		263,619			287,002			—			287,002
Total non-current liabilities		503			548			—			548
Total current liabilities		76,940			83,765			—			83,765

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		341,062			371,314			—			371,314

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.91852 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.91852 euro for 1 dollar.


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)
Total non-current assets		17,963			18,935			—			18,935
Total current assets		296,459			312,498			—			312,498

TOTAL ASSETS		314,422			331,432			—			331,432

Shareholders’ equity
Capital		1,767			1,862			470			2,332
Premiums, Retained earnings (deficit) and Net income (loss)		254,834			268,622			24,433			293,055
Treasury share reserve		(307	)		(324	)		(92	)		(416	)
Currency translation adjustment		2,501			2,636			(24,810	)		(22,174	)

Total shareholders’ equity—Group Share		258,795			272,795			—			272,795

Non-controlling interests		1,779			1,876			—			1,876
Total shareholders’ equity		260,574			274,671			—			274,671
Total non-current liabilities		560			590			—			590
Total current liabilities		53,288			56,171			—			56,171

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		314,422			331,432			—			331,432

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.94867 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.94867 euro for 1 dollar.


For the full year ended December 31, 2014	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		26,453			35,152			—		35,152
Total operating expenses		(31,698	)		(42,122	)		—		(42,122	)
Operating income (loss)		(5,245	)		(6,970	)		—		(6,970	)
Financial gain (loss)		7,095			9,428			—		9,428
Income tax		—			—			—		—
Income (loss) from continuing operations		1,850			2,458			—		2,458
Loss from discontinued operations		(2,822	)		(3,750	)		—		(3,750	)
Net income (loss)		(972	)		(1,292	)		—		(1,292	)

(a)	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), i.e. 0.75254 euro for 1 dollar in 2014.


For the full year ended December 31, 2015	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		56,385			62,565			—		62,565
Total operating expenses		(84,309	)		(93,549	)		—		(93,549	)
Operating income (loss)		(27,924	)		(30,984	)		—		(30,984	)
Financial gain (loss)		7,550			8,378			—		8,378
Income tax		—			—			—		—
Income (loss) from continuing operations		(20,373	)		(22,606	)		—		(22,606	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(20,373	)		(22,606	)		—		(22,606	)

(a)	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), i.e 0.90121 euro for 1 dollar in 2015.


For the full year ended December 31, 2016	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		51,007			56,444			—		56,444
Total operating expenses		(111,824	)		(123,746	)		—		(123,746	)
Operating income (loss)		(60,818	)		(67,302	)		—		(67,302	)
Financial gain (loss)		42			46			—		46
Income tax		—			—			—		—
Income (loss) from continuing operations		(60,776	)		(67,255	)		—		(67,255	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(60,776	)		(67,255	)		—		(67,255	)

(a)	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), i.e. 0.90366 euro for 1 dollar in 2016.

By convention and for practicability purpose, the differences have been recalculated on a cumulative basis from January 1, 2014 instead of the date of adoption of IFRS.

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 operations, statements of comprehensive income (loss) and statements of cash flows 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 Basis of consolidation

Accounting policy

We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee, and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two.

To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns.

In order to ascertain control, potential voting rights which are substantial are taken into consideration.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full consolidation.

Consolidated entities

For the year ended December 31, 2017, the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc. and Calyxt, Inc.

As of December 31, 2017, Cellectis S.A. owns 100% of Cellectis, Inc. and approximately 79.7% 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 shares at $8 per share, including the full exercise of the underwriter’s over-allotment option and Cellectis’ purchase of $20.0 million of shares in the IPO. Calyxt’s shares of common stock are traded on NASDAQ under the symbol “CLXT”.

Our 2016 Consolidated Financial Statements include the operations of Cellectis S.A., Cellectis, Inc. and Calyxt, Inc. The two subsidiaries were fully owned by Cellectis S.A. during the year ended December 31, 2016.

Our 2015 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., Cellectis, Inc. and Cellectis Bioresearch Inc. Non-controlling shareholders held a 24.5% interest in Cellectis Bioresearch, Cellectis Bioresearch Inc. and Ectycell until May 18, 2015.

The following internal reorganization was completed in 2015:

•

Ectycell was merged into, and absorbed by Cellectis Bioresearch in August 2015 with retroactive effect as at January 1, 2015 for French tax purposes;

•

Cellectis Bioresearch was merged into, and absorbed by, Cellectis S.A in December 2015 with retroactive effect as at January 1, 2015 for French tax purposes;

•

Cellectis Bioresearch Inc. was merged into Cellectis Inc. in September 2015.

Non-controlling interests

Non-controlling shareholders hold a 20.3% interest in Calyxt Inc. as of December 31, 2017. These non-controlling interests were generated during the initial public offering of Calyxt Inc., on July 25, 2017.

From May 18, 2015 to July 24, 2017, there was no non-controlling shareholder (see Note 14.3).

Non-controlling shareholders held a 24.5% interest in Cellectis Bioresearch, Cellectis Bioresearch Inc. and Ectycell until May 18, 2015.

2.4 Foreign currency

Foreign currency transactions and balances

Significant transactions in foreign currencies are translated into the respective functional currencies at the exchange rates effective at the transaction dates, otherwise the average rate of the previous month is used for non-significant transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date.

The resulting exchange gains or losses are recorded in the consolidated statements of operations in financial gain (loss).

Foreign currency translation

The assets and liabilities of foreign operations having a functional currency different from the euro are translated into euros at the period end exchange rate. The income and expenses of foreign operations are translated into euros using the average exchange rate for the reporting period.

Gains and losses arising from currency translation are recognized in other comprehensive loss. When a foreign operation is partly or fully divested, the associated share of gains and losses recognized in the currency translation reserve is transferred to the consolidated statements of operations.

Consolidated financial statements are then converted into dollars using the method described in Note 2.2.

The difference in effect of exchange rate changes on cash and cash equivalents between the statements of consolidated operations and consolidated cash flows is mainly explained by the following elements:

•

the differential between the average exchange rate and the period end rates applied to the cash flows of the period;

•

the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and

•

the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries.

2.5 Use of judgment, estimates and assumptions

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, including the disclosure of contingent liabilities. Actual amounts may differ from those estimates.

The Group’s exposure to risks and uncertainties is disclosed in Note 7.3: Financial instruments risk management and policies.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

•

Revenue recognition – Note 3.1

•

Share-based payments – Note 15

•

Provisions for risks and charges – Note 17

Information concerning the Group's Consolidated Operations

12 Months Ended

Dec. 31, 2017

Information concerning the Group's Consolidated Operations

Note 3. Information concerning the Group’s Consolidated Operations

3.1 Revenues and other income

Accounting policies

Collaboration agreements and licenses

We enter into research and development collaboration agreements that may consist of non-refundable upfront payments, payments for the sale of rights to technology, milestone payments, royalties and research and development cost reimbursements. In addition, we license our technology to third parties, which may be part of the research and development collaboration agreements.

Non-refundable upfront payments are deferred and recognized as revenue over the period of the collaboration agreement. Sales of technology pursuant to non-cancelable, non-refundable fixed-fee arrangements are recognized when such technology is delivered to the co-contracting party and our exclusive rights to access the technology have stopped.

Milestone payments represent amounts received from our collaborators, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. We recognize milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the co-contracting party has no right to require refund of payment. The triggering event may be scientific results achieved by us or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement.

Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting parties. As we have no products approved for sale, we have not received any royalty revenue to date. Royalty revenues, if earned, will be recognized on an accrual basis in accordance with the terms of the collaboration agreement when sales can be determined reliably and there is reasonable assurance that the receivables from outstanding royalties will be collected.

Research and development costs reimbursements are recognized with respect to the policy described in section “Sales of products and services” below.

Revenues from technology licenses are recognized ratably over the period of the license agreements.

Sales of products and services

Revenues on sales of products and services are recognized when significant risks and rewards of ownership have been transferred to the customer. We also offer research services, which are recognized as revenues when the services are rendered, either on a time and materials basis, or ratably over the contract period for fixed payment arrangements.

Research Tax Credit

The main Research Tax Credit that we benefit is the Crédit d’Impôt Recherche, or “CIR”, which is granted to entities by the French tax authorities in order to encourage them to conduct technical and scientific research. Entities that demonstrate that their research expenditures meet the required CIR criteria receive a tax credit that may be used for the payment of their income tax due for the fiscal year in which the expenditures were incurred, as well as in the next three years. If taxes due are not sufficient to cover the full amount of tax credit at the end of the three-year period, the difference is repaid in cash to the entity by the authorities. If a company meets certain criteria in terms of sales, headcount or assets to be considered a small/middle size company, immediate payment of the Research Tax Credit can be requested. Cellectis S.A. and its French subsidiaries, when they existed, meet such criteria.

We apply for CIR for research expenditures incurred in each fiscal year and recognize the amount claimed in the line item “Other income” in the same fiscal year. Research tax credit is subject to audit of tax authorities. When tax authorities’ payment related to CIR is late, default interests are applied and are recognized in “other income”.

Details of revenues and other income

Revenues by country of origin and other income

For the year ended December 31,

2015

2016

2017

$ in thousands

From France

55,816

44,409

24,680

From USA

399

508

Revenues

55,864

44,808

25,188

Research tax credit

5,591

10,038

8,327

Subsidies and other

1,110

1,599

201

Other income

6,701

11,637

8,528

Total revenues and other income

62,565

56,444

33,715

For the years ended December 31, 2017, 2016 and 2015, the revenue from France was generated by Cellectis S.A.

For the years ended December 31, 2017, 2016 and 2015, the revenue from USA was generated by Calyxt Inc.

Revenues by nature


	For the year ended December 31,
	2015		2016		2017
	$ in thousands
Recognition of previously deferred upfront payments		23,864		20,856		14,875
Other revenues		29,716		21,035		7,945

Collaboration agreements		53,580		41,891		22,821

Licenses		2,236		2,771		2,270
Products & services		48		145		97

Total revenues		55,864		44,808		25,188

Revenues are primarily generated by therapeutics activities, which is mainly attributable to our entering into two major collaboration agreements signed with Pfizer Inc. and Les Laboratoires Servier during 2014. The revenues of plants activities are generated by technology licenses and amounted to $49 thousand, $0.6 million and $0.5 million for years ended December 31, 2015, 2016 and 2017, respectively.

Entity-wide disclosures:

In 2017, two clients represent more than 10% of the total revenue: Client A with 11% and Client B with 69%.

In 2016, two clients represent more than 10% of the total revenue: Client A with 37% and Client B with 57%.

In 2015, three clients represent more than 10% of the total revenue: Client A with 49% and Client B with 47%.

3.2 Operating expenses

Accounting policies

Royalty expenses corresponds to costs from license agreements that we entered into to obtain access to technology that we use in our product development efforts. Depending on the contractual provisions, expenses are based either on a percentage of revenue generated by using the patents or on fixed annual royalties.

Research and development expenses include employee-related costs, laboratory consumables, materials supplies and facility costs, as well as fees paid to non-employees and entities to conduct research and development activities on our behalf. They also include expenses associated with obtaining patents. The costs associated with manufacturing of product candidates are recorded depending on the use of the material. If products are not intended to be used in clinical studies, we recognize the expense when the product is delivered. If they are intended to be used for clinical studies, the expense is recognized when the certificate of compliance is obtained.

Selling, general and administrative expenses consist primarily of employee-related expenses for executive, business development, intellectual property, finance, legal and human resource functions. Administrative expenses also include facility-related costs and service fees, other professional services, recruiting fees and expenses associated with maintaining patents.

We classify a portion of personnel and other costs related to information technology, human resources, business development, legal, intellectual property and general management in research and development expenses based on the time that each employee or person spent contributing to research and development activities versus sales, general and administrative activities.

Details of operating expenses by nature


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Royalty expenses		(2,746	)		(1,777	)		(2,620	)

	For the year ended December 31,
Research and development expenses	2015			2016			2017

	$ in thousands
Wages and salaries		(10,151	)		(11,924	)		(12,986	)
Social charges on free shares and stock option grants		(8,626	)		(3,851	)		(1,088	)
Non-cash stock based compensation expense		(20,563	)		(33,207	)		(23,832	)

Personnel expenses		(39,341	)		(48,982	)		(37,906	)

Purchases and external expenses		(16,920	)		(27,720	)		(38,458	)
Other		(1,893	)		(1,756	)		(2,863	)

Total research and development expenses		(58,154	)		(78,458	)		(79,227	)


	For the year ended December 31,
Selling, general and administrative expenses	2015			2016			2017
	$ in thousands
Wages and salaries		(3,959	)		(4,978	)		(7,019	)
Social charges on free shares and stock option grants		(4,937	)		(3,130	)		(881	)
Non-cash stock based compensation expense		(12,839	)		(25,415	)		(26,586	)

Personnel expenses		(21,735	)		(33,523	)		(34,486	)

Purchases and external expenses		(6,765	)		(8,854	)		(9,138	)
Other		(1,723	)		(1,035	)		(1,126	)

Total selling, general and administrative expenses		(30,223	)		(43,413	)		(44,750	)


	For the year ended December 31,
Personnel expenses		2015		2016		2017

	$ in thousands
Wages and salaries		(14,110	)	(16,902	)	(20,005	)
Social charges on free shares and stock option grants		(13,564	)	(6,981	)	(1,969	)
Non-cash stock based compensation expense		(33,402	)	(58,622	)	(50,418	)

Total personnel expenses		(61,076	)	(82,505	)	(72,392	)

3.3 Financial income and expenses

Accounting policies

Financial income and financial expense include, in particular, the following:

•

Interest income from savings account and fixed term bank deposits;

•

Interest expense from financial leases;

•

Foreign exchange gain (loss) from transactions in foreign currencies;

•

Other financial income and expenses, mainly derived from fair value adjustments related to our financial assets and derivative instruments.

Details of financial income and expenses


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Interest income		1,094			1,630			1,974
Foreign exchange gain		9,094			4,832			1,185
Other financial income		65			689			4,102

Total financial income		10,253			7,147			7,262

Interest expenses		(1	)		—			—
Interest expenses for finance lease		(23	)		(7	)		(4	)
Foreign exchange loss		(1,846	)		(4,201	)		(17,734	)
Other financial expenses		(6	)		(2,895	)		(556	)

Total financial expenses		(1,876	)		(7,101	)		(18,294	)

Total		8,378			46			(11,032	)

The decrease in financial income and expenses between 2016 and 2017 of $11.1 million was mainly attributable to the increase in net foreign exchange loss ($17.2 million), partly offset by the increase of foreign exchange derivatives fair value adjustment ($5.8 million), the increase in interest income ($0.3 million) and other immaterial variances.

3.4 Income tax

Accounting policies

Income tax (expense or income) comprises current tax expense (income) and deferred tax expense (income).

Deferred taxes are recognized for all the temporary differences arising from the difference between the tax basis and the accounting basis of assets and liabilities. Tax losses that can be carried forward or backward may also be recognized as deferred tax assets. Tax rates that have been enacted as of the closing date are utilized to determine deferred tax. Deferred tax assets are recognized only to the extent that it is likely that future profits will be sufficient to recover them. We have not recorded deferred tax assets or liabilities in the statements of financial position.

Tax proof


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Income (loss) before taxes from continuing operations		(22,606	)		(67,255	)		(103,683	)
Theoretical group tax rate		34.43	%		34.43	%		34.43	%

Theoretical tax benefit (expense)		7,783			23,156			35,698

Increase/decrease in tax benefit arising from:
Permanent differences		6,426			124			293
Research tax credit		1,926			3,082			2,926
Share-based compensation & other IFRS adjustments		(11,500	)		(20,184	)		(8,297	)
Non recognition of deferred tax assets related to tax losses and temporary differences		(4,627	)		(6,158	)		(30,713	)
Other differences		(9	)		(20	)		92

Effective tax expense		—			—			—

Effective tax rate		0.00	%		0.00	%		0.00	%

The Tax Cuts and Jobs Act

On December 22, 2017 the President of the United States signed legislation commonly known as the Tax Cuts and Jobs Act (“the Act”) into law. We outline the impact the Act has on our US subsidiaries’ tax obligations and its deferred tax assets and liabilities. Since their inception, our US subsidiaries have had losses and they expect to continue to have losses in the future. As a result, our US subsidiaries to date have not had taxable income. The deferred income tax assets and liabilities are recognized for the differences between the financial statement and income tax reporting basis of assets and liabilities based on currently enacted rates and laws. Historically, our US subsidiaries used the applicable Federal statutory rate of 34% to estimate the benefit of the deferred tax asset. As of December 31, 2017, they use a lower rate of 21% passed in the Act.

We provide for a valuation allowance when it is more likely than not that our U.S. subsidiaries will not realize a portion of the deferred tax assets. Historically we have established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Going forward, with the lower tax rate enacted in the Act, the ability to utilize the deferred tax asset becomes even less probable. We do not expect changes to the rules regarding net operating losses under the Act to have a material impact on our financial statements for the year ended December 31, 2017, as all net deferred tax assets are fully reserved.

Deferred tax assets and liabilities


	As of December 31,
	2015			2016			2017
	$ in thousands
Credits and net operating loss carryforwards		37,719			41,985			51,640
Pension commitments		164			193			548
Leases		(126	)		(54	)		(12	)
Impairment of assets		16			14			10
Other		284			894			604
Valuation allowance on deferred tax assets		(38,057	)		(43,032	)		(52,790	)

Total	—			—			—

We have tax loss carryforwards for the French entity of the Group totaling $36.1 million as of December 31, 2017. They amounted to $30.1 million as of December 31, 2016 and $29.7 million as of December 31, 2015. Such carryforwards can be offset against future taxable profit within a limit of $1.0 million per year, plus 50% of the profit exceeding this limit. Remaining unused losses will continue to be carried forward indefinitely.

The tax loss carry forwards for the U.S. entities of the Group totaled $15.5 million as of December 31, 2017, $11.9 million as of December 31, 2016 and $8.0 million as of December 31, 2015. As tax loss carry forwards and R&D tax credit were generated before January 1, 2018, they will expire 20 years after they are generated.

3.5 Reportable segments

Accounting policies

Reportable segments are identified as components of the Group that have discrete financial information available for evaluation by the Chief Operating Decision Maker (“CODM”), for purposes of performance assessment and resource allocation.

Cellectis’ CODM is composed of:

•

The Chairman and Chief Executive Officer;

•

The Chief Operating Officer;

•

The Executive Vice President Technical Operations;

•

The Chief Scientific Officer;

•

The Chief Financial Officer;

•

The Vice President Business Development;

•

The General Counsel;

•

The Senior Vice President Research and Development and Chief Medical Officer;

•

The Chief Regulatory & Compliance Officer; and

•

The Chief Executive Officer of Calyxt, Inc.

We view our operations and manage our business in two operating and reportable segments that are engaged in the following activities:

•

Therapeutics: This segment is focused on the development (i) of products in the field of immuno-oncology and (ii) of novel therapies outside immuno-oncology to treat other human diseases. This approach is based on our gene editing and Chimeric Antigen Receptors (“CARs”) technologies. All these activities are supported by Cellectis S.A. and Cellectis, Inc. The operations of Cellectis S.A., the parent company, are presented entirely in the Therapeutics segment which also comprises research and development, management and support functions.

•

Plants: This segment is focused on creating healthier specialty food ingredients and agriculturally advantageous food crops through the use of gene editing technology for plants. It corresponds to the activity of our U.S.-based majority-owned subsidiary, Calyxt, Inc., which is currently based in New Brighton, Minnesota.

There are inter-segment transactions between the two reportable segments, including allocation of corporate general and administrative expenses by Cellectis S.A. and allocation of research and development expenses to the reportable segments.

With respect to corporate general and administrative expenses, Cellectis S.A. provides Calyxt, Inc. with general sales and administrative functions, accounting and finance functions, investor relations, intellectual property, legal advice, human resources, communication and information technology pursuant to a management agreement. Under the management agreement, Cellectis S.A. charges Calyxt, Inc. in euros at cost plus a mark-up ranging between zero to 10%, depending on the nature of the service. Amounts due to Cellectis S.A. pursuant to inter-segment transactions bear interest at a rate of the 12-month Euribor plus 5% per annum.

The intersegment revenues represent the transactions between segments. Intra-segment transactions are eliminated within a segment’s results and intersegment transactions are eliminated in consolidation as well as in key performance indicators by reportable segment.

Information related to each reportable segment is set out below. Segment revenues and other income, Research and development expenses, Selling, general and administrative expenses, and Royalties and other operating income and expenses, and Adjusted net income (loss) attributable to shareholders of Cellectis (which does not include non-cash stock-based compensation expense) are used by the CODM for purposes of making decisions about allocating resources to the segments and assessing their performance. The CODM does not review any asset or liability information by segment or by region.

Adjusted Net Income (Loss) attributable to shareholders of Cellectis S.A. is not a measure calculated in accordance with IFRS. Because Adjusted Net Income (Loss) attributable to shareholders of Cellectis excludes Non-cash stock based compensation expense—a non-cash expense, our management believes that this financial measure, when considered together with our IFRS financial statements, can enhance an overall understanding of Cellectis’ financial performance. Moreover, our management views the Company’s operations, and manages its business, based, in part, on this financial measure.

The net income (loss) includes the impact of the operations between segments while the intra-segment operations are eliminated.

Details of key performance indicators by reportable segment


	For the year ended December 31, 2015									For the year ended December 31, 2016									For the year ended December 31, 2017
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
Segment revenues and other income (1)		49			65,159			65,208			716			59,458			60,173			914			35,584			36,498
Inter-segment revenues (1)		—			(2,643	)		(2,643	)		(130	)		(3,599	)		(3,729	)		(167	)		(2,615	)		(2,782	)

External revenues and other income		49			62,516			62,565			585			55,859			56,444			747			32,969			33,715

Research and development expenses		(2,874	)		(55,280	)		(58,154	)		(4,112	)		(74,345	)		(78,458	)		(6,057	)		(73,170	)		(79,227	)
Selling, general and administrative expenses		(1,834	)		(28,390	)		(30,223	)		(4,809	)		(38,603	)		(43,413	)		(13,143	)		(31,607	)		(44,750	)
Royalties and other operating income and expenses		(272	)		(4,899	)		(5,171	)		(474	)		(1,402	)		(1,876	)		(384	)		(2,005	)		(2,389	)

Total operating expenses		(4,980	)		(88,569	)		(93,549	)		(9,395	)		(114,351	)		(123,746	)		(19,584	)		(106,782	)		(126,366	)

Operating income (loss) before tax		(4,931	)		(26,053	)		(30,984	)		(8,810	)		(58,492	)		(67,302	)		(18,837	)		(73,813	)		(92,650	)

Financial gain (loss)		259			8,119			8,378			87			(41	)		46			—			(11,033	)		(11,032	)

Net income (loss)		(4,672	)		(17,934	)		(22,606	)		(8,722	)		(58,533	)		(67,255	)		(18,837	)		(84,846	)		(103,683	)

Non controlling interests		—			(190	)		(190	)		—			—			—			4,315			—			4,315

Net income (loss) attributable to shareholders of Cellectis		(4,672	)		(18,124	)		(22,796	)		(8,722	)		(58,533	)		(67,255	)		(14,522	)		(84,846	)		(99,368	)

Adjustment of share-based compensation attributable to shareholders of Cellectis		789			32,613			33,402			1,098			57,524			58,622			5,957			42,968			48,925

Adjusted net income (loss) attributable to shareholders of Cellectis		(3,883	)		14,489			10,606			(7,625	)		(1,009	)		(8,633	)		(8,565	)		(41,877	)		(50,442	)

Depreciation and amortization		(99	)		(1,838	)		(1,937	)		(345	)		(1,866	)		(2,211	)		(551	)		(2,820	)		(3,371	)
Additions to tangible and intangible assets		526			3,886			4,413			10,410			4,164			14,573			792			1,849			2,642
Impairment of tangible assets		—			—			—			—			—			—			—			(798	)		(798	)

(1)

Intersegment revenues and other income of Therapeutics segment for 2015 as disclosed in prior years amounted to €0.8 million, or $0.9 million. In this statement, Intersegment revenues and other income of Therapeutics segment for 2015 amount to $2.6 million and comprise both management fees and direct costs reinvoicing. The counterpart of this change is the line Segment revenues and other income. It has no impact on External revenues of Therapeutics segment.

Reconciliation of Plant result of operations

Since Calyxt, Inc., the agricultural biotechnology subsidiary of Cellectis, is a U.S. entity, its financial statements have been prepared in accordance with U.S. GAAP. However, the Plant segment operations, as previously described, have been prepared in accordance with IFRS. The tables below present a reconciliation of the main figures of results of operations for our Plant segment with Calyxt stand-alone financial statements.

Reconciliation of Plant Segment result of operations for the year ended December 31, 2017


$ in thousands	For the full year ended December 31, 2017
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation (1)		Cellectis and Calyxt equity award IFRS/US GAAP difference : Non cash stock-based compensation (1)			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		747			—		—			167			(405	)		(1	)		508

Research and development expenses		(6,057	)		1,134		(6,086	)		—			(563	)		16			(11,556	)
Selling, general and administrative expenses		(13,143	)		6,316		(6,006	)		(2,501	)		436			157			(14,741	)
Royalties and other operating income and expenses		(384	)		—		—			(114	)		504			(7	)		—

Total operating expenses		(19,584	)		7,450		(12,092	)		(2,615	)		378			166			(26,297	)

Operating income (loss) before tax		(18,837	)		7,450		(12,092	)		(2,448	)		(27	)		165			(25,789	)

Financial gain (loss)		—			—		—			(1	)		27			(218	)		(191	)

Net income (loss)		(18,837	)		7,450		(12,092	)		(2,449	)		—			(53	)		(25,980	)

Reconciliation of Plant Segment result of operations for the year ended December 31, 2016


$ in thousands	For the year ended December 31, 2016
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation		Cellectis equity award IFRS/US GAAP difference : Non cash stock-based compensation			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		585			—		—			131			(317	)		—			399

Research and development expenses		(4,112	)		477		(928	)		—			(1,058	)		(17	)		(5,638	)
Selling, general and administrative expenses		(4,809	)		621		(20	)		(3,443	)		945			37			(6,670	)
Royalties and other operating income and expenses		(474	)		—		—			(155	)		430			(1	)		(200	)

Total operating expenses		(9,395	)		1,098		(948	)		(3,598	)		317			19			(12,508	)

Operating income (loss) before tax		(8,810	)		1,098		(948	)		(3,468	)		—			19			(12,109	)

Financial gain (loss)		87			—		—			(64	)		—			(1	)		23

Net income (loss)		(8,722	)		1,098		(948	)		(3,532	)		—			18			(12,086	)

Reconciliation of Plant Segment result of operations for the year ended December 31, 2015


$ in thousands	For the year ended December 31, 2015
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation		Cellectis equity award IFRS/US GAAP difference : Non cash stock-based compensation			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		49			—		—			72			(72	)		1,223			1,272

Research and development expenses		(2,874	)		384		(583	)		—			8			298			(2,766	)
Selling, general and administrative expenses		(1,834	)		405		(109	)		(2,568	)		535			—			(3,569	)
Royalties and other operating income and expenses		(272	)		—		—			(75	)		(403	)		(1	)		(751	)

Total operating expenses		(4,980	)		789		(692	)		(2,643	)		141			297			(7,086	)

Operating income (loss) before tax		(4,931	)		789		(692	)		(2,571	)		69			1,521			(5,814	)

Financial gain (loss)		259			—		—			(261	)		(69	)		(4	)		(75	)

Net income (loss)		(4,672	)		789		(692	)		(2,832	)		—			1,517			(5,889	)

(1)

Calyxt equity award plan: In IFRS, the Calyxt equity award plan non-cash stock based compensation is recorded for stock options and other equity compensation plan awards issued by all entities of the consolidated group. The grant-date fair value of share warrants, employee warrants, stock options and free shares granted to employees is recognized as a payroll expense over the vesting period. In U.S. GAAP, the expenses related to the stock options granted in 2014, 2015 and 2016 under the Calyxt, Inc. Equity Incentive Existing Plan and in 2017 under the Omnibus Plan are only incurred upon a triggering event or Initial Public Offering of the Calyxt, Inc., as defined by the plan. Accordingly, with the completion of the IPO on July 25, 2017, we recognized a Plant segment compensation expense of $7.5 million in the year ended December 31, 2017 for stock options and other equity compensation plan awards granted under the plans for which vesting related to the IPO. The stock options issued under the plans had an exercise price equal to the estimated fair value of the stock at the grant date for the Omnibus Plan and the IPO date for the Existing Plan.

Cellectis equity award: Since 2016, Cellectis allocates share-based compensation to the share-related entity (rather than the entity related to the employee that benefited from such compensation), considering that the share-based compensation is an expense linked to such entity’s performance. Consequently, in the segment disclosure, all share-based compensation based on Cellectis shares have been charged in the Therapeutics segment, even if some Calyxt employees are included in a Cellectis stock-option plan. However, the Cellectis equity award plan non-cash stock based compensation expenses related to Cellectis stock-option plans have been recorded in the Calyxt stand-alone financial statements prepared under U.S. GAAP.

(2)

Intersegment transactions primarily relate to management fees invoiced by Cellectis to Calyxt. Intersegment transactions are eliminated in the consolidated financial statements as well as in Cellectis’ presentation of key performance indicators by reportable segment. However, intersegment transactions are included in Calyxt’s stand-alone financial metrics.

(3)	Reclassifications relate to expenses, which are classified differently under IFRS for Cellectis’ consolidated financials and U.S. GAAP for Calyxt’s stand-alone financial statements.

(4)

Other principally reflects adjustments recorded in the Calyxt stand-alone financial statements, which are immaterial when considered by Cellectis on a consolidated basis for purposes of the Cellectis consolidated financial statements. Note that this category includes (i) in 2017, the restatement of Calyxt’s sale and lease back transaction with respect to its Roseville, Minnesota property, which is recorded as a finance lease in US GAAP and an operating lease under IFRS and (ii) in 2015, the restatement of stand-alone financial statement related to previous years’ revenue recognition.

Impairment tests	12 Months Ended
Impairment tests	Dec. 31, 2017
Text Block1 [Abstract]
Impairment tests	Note 4. Impairment tests *Accounting policy* Amortizable intangible assets and depreciable tangible assets are tested for impairment when there is an indicator of impairment. Goodwill is tested for impairment at least once a year. Impairment tests involve comparing the carrying amount of cash-generating units with their recoverable amount. The recoverable amount of an asset is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of any asset is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Our cash-generating units (“CGUs”) correspond to the operating/reportable segments: Therapeutics and Plants. *Results of impairment test* No indicator of impairment has been identified for any intangible or tangible assets in either of the CGUs for the years ended December 31, 2015 or 2016. In 2017, as we have the willingness to discontinue the lease of the facility in Montvale, New Jersey (USA), we recorded a $0.8 million tangible assets impairment.

Intangible assets

12 Months Ended

Dec. 31, 2017

Intangible assets

Note 5. Intangible assets

Accounting policy

Capitalization of development expenses

In accordance with IAS 38 Intangible Assets, development expenses are recorded as intangible assets only if all the following criteria are met:

•

technical feasibility necessary for the completion of the development project;

•

intention on our part to complete the project and to utilize it;

•

capacity to utilize the intangible asset;

•

proof of the probability of future economic benefits associated with the asset;

•

availability of the technical, financial, and other resources for completing the project; and

•

reliable evaluation of the development expenses.

Other intangible assets

The other intangible assets we acquired with definite useful lives are recognized at cost less accumulated amortization and impairment. Amortization expense is recorded on a straight-line basis over the estimated useful lives of the intangible assets, in the line Research and Development expenses or Selling, general and administrative expenses of the Consolidated Statement of Operations, depending on the use of the related asset.

The estimated useful lives are as follows:

•

Software: from 1 year to 3 years;

•

Patents: amortized from acquisition until legal protection expires, maximum of 20 years.

Details of intangible assets


	Software and Patents			Assets under construction			Total
Net book value as of January 1, 2015		1,246			—			1,246

Change in scope		—			—			—
Additions to intangible assets		97			—			97
Depreciation expense		(174	)		—			(174	)
Translation adjustments		(127	)		—			(127	)

Net book value as of December 31, 2015		1,041			—			1,041

Gross value at end of period		2,194			—			2,194
Accumulated depreciation and impairment at end of period		(1,153	)		—			(1,153	)
Net book value as of January 1, 2016		1,041			—			1,041

Additions to intangible assets		212			439			652
Disposal of intangible assets		(74	)		—			(74	)
Depreciation expense		(226	)		—			(226	)
Translation adjustments		(28	)		(21	)		(49	)

Net book value as of December 31, 2016		924			419			1,343

Gross value at end of period		2,256			419			2,675
Accumulated depreciation and impairment at end of period		(1,332	)		—			(1,332	)
Net book value as of January 1, 2017		924			419			1,343

Additions to intangible assets		6			135			141
Depreciation expense		(231	)		—			(231	)
Translation adjustments		112			66			178

Net book value as of December 31, 2017		811			619			1,431

Gross value at end of period		2,571			517			3,190
Accumulated depreciation and impairment at end of period		(1,759	)		—			(1,759	)

Intangible assets mainly consist of electroporation technology patents acquired in 2011. The 2016 and 2017 additions in intangible assets under construction corresponds to the internal development of existing technology.

Property, plant and equipment

12 Months Ended

Dec. 31, 2017

Property, plant and equipment

Note 6. Property, plant and equipment

Accounting policy

Property, plant and equipment are recognized at acquisition cost less accumulated depreciation and any impairment losses. Acquisition costs include expenditures that are directly attributable to the acquisition of the asset and costs to ready it for use.

Depreciation is expensed on a straight-line basis over the estimated useful lives of the assets. If components of property, plant and equipment have different useful lives, they are accounted for separately.

The estimated useful lives are as follows:


• Buildings and other outside improvements		10-20 years
• Leasehold improvements		5-10 years
• Office furniture		10 years
• Laboratory equipment		3-10 years
• Office equipment		5 years
• IT equipment		3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

Any gain or loss on disposal of an item of property, plants and equipment is determined by comparing the proceeds from disposal with the carrying amount of the item. The net amount is recognized in the statement of consolidated operations under the line item “Other operating income and expenses.”

Payments made under operating leases are expensed on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

If, according to the terms of a lease, it appears that substantially all the risks and rewards incidental to ownership are transferred from the lessor to the lessee, the associated leased assets are initially recognized as an asset at the lower of their fair value and the present value of the minimum lease payments and subsequently depreciated or impaired, as necessary. The associated financial obligations are reported in the line item “non-current financial debt” and “current financial debt.”

Details of 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, 2015		1,416			1,703			50			—			3,169

Additions to tangible assets		1,477			2,488			331			186			4,481
Disposal of tangible assets		—			118			—			—			118
Depreciation expense		(681	)		(1,023	)		(58	)		—			(1,761	)
Reclassification		—			(19	)		20			—			1
Translation adjustments		(139	)		(370	)		(3	)		(4	)		(517	)

Net book value as of December 31, 2015		2,072			2,897			340			182			5,490

Gross value at end of period		4,065			11,686			836			182			16,769
Accumulated depreciation and impairment at end of period		(1,993	)		(8,790	)		(496	)		—			(11,280	)
Net book value as of January 1, 2016		2,072			2,897			340			182			5,490

Additions to tangible assets		11,164			1,076			562			902			13,704
Disposal of tangible assets		—			(3	)		(1	)		(183	)		(186	)
Depreciation expense		(741	)		(1,077	)		(167	)		—			(1,986	)
Reclassification		—			3			(3	)		—			—
Translation adjustments		(59	)		(38	)		(23	)		(4	)		(122	)

Net book value as of December 31, 2016		12,436			2,858			707			898			16,900

Gross value at end of period		15,085			10,634			1,104			898			27,721
Accumulated depreciation and impairment at end of period		(2,649	)		(7,775	)		(397	)		—			(10,821	)
Net book value as of January 1, 2017		12,436			2,858			707			898			16,900

Additions to tangible assets		718			701			203			878			2,501
Disposal of tangible assets		(9,243	)		(103	)		2			(109	)		(9,453	)
Reclassification		14			47			18			(79	)		—
Depreciation expense		(972	)		(1,126	)		(245	)		(798	)		(3,140	)
Translation adjustments		206			127			68			18			418

Net book value as of December 31, 2017		3,159			2,505			753			809			7,226

Gross value at end of period		6,936			12,114			1,447			1,606			22,103
Accumulated depreciation and impairment at end of period		(3,777	)		(9,609	)		(693	)		(798	)		(14,877	)

No assets have been pledged as security for financial liabilities. There is no restriction on title of property, plant and equipment, except for assets recognized under finance lease agreements.

In 2017, Calyxt entered into a transaction whereby it sold a certain land and building (with a total net book value of $9.2 million), which was considered a sale under applicable accounting guidance and then entered into an operating lease for this property. Assets under construction primarily relates to Calyxt’s additional building for $0.5 million and the rest relates to Therapeutics activity. We also continue our investments in research and development equipment in both the United States of America and France. The addition in tangible assets reflects improvements of Calyxt and Cellectis sites for $0.7 million and other equipment for $0.7 million.

Details of finance lease


	As of December 31,
	2016			2017
	$ in thousands
Gross value		4,171			4,448
Accumulated depreciation		(3,946	)		(4,366	)

Net		225			82

The finance leases relate mainly to laboratory equipment and IT equipment.

Financial assets and liabilities

12 Months Ended

Dec. 31, 2017

Financial assets and liabilities

Note 7. Financial assets and liabilities

7.1 Accounting principles

Financial assets

Non-current financial assets are recorded at the amortized cost and correspond to security deposits mainly relating to our facilities rents.

Current financial assets correspond to investments and are recorded at fair value through profit and loss, which is the nominal value of the investment adjusted with the daily mark-to-market value.

Trade and other receivables are recorded at fair value, which is the nominal value of invoices unless payment terms require a material adjustment for the time value discounting effect at market interest rates. Trade receivables are subsequently measured at amortized cost. A valuation allowance for trade and other receivables is recognized if their recoverable amount is less than their carrying amount.

Receivables are classified as current assets, except for those with a maturity exceeding 12 months after the reporting date.

Government grants to Cellectis related to research and development expenses for research programs are recognized as subsidies receivables in the period in which the expenses subject to the subsidy have been incurred, provided there is a reasonable assurance that we will comply with conditions attached to the subsidy and that the subsidy will be received.

Financial liabilities

Financial liabilities include trade and other payables, finance leases and conditional advances.

We initially recognize financial liabilities on the transaction date, which is the date that we become a party to the contractual provisions of the instrument.

We derecognize financial liabilities when our contractual obligations are discharged, canceled or expire.

Financial liabilities are valued at amortized cost. The amount of interest recognized in financial expenses is calculated by applying the financial liability’s effective interest rate to its carrying amount. Any difference between the expense calculated using the effective interest rate and the actual interest payment impacts the value at which the financial liability is recognized.

Liabilities for short term employee benefits are included in financial liabilities. They are recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if we have a present legal or constructive obligation to pay the amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

7.2 Detail of financial assets and liabilities

The following table shows the carrying amounts and fair values of financial assets and financial liabilities.


	Accounting category				Book value on the statement of financial position		Fair Value
2016	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		691		691		691
Trade receivables		—		3,627		3,627		3,627
Subsidies receivables		—		8,723		8,723		8,723
Current financial assets		36,592		—		36,592		36,592
Cash and cash equivalents		254,568		—		254,568		254,568

Total financial assets		291,159		13,042		304,201		304,201

Financial liabilities
Non-current financial liabilities		—		30		30		30
Current financial liabilities		1,692		38		1,730		1,730
Trade payables		—		9,722		9,722		9,722
Other current liabilities		—		5,196		5,196		5,196

Total financial liabilities		1,692		14,986		16,678		16,678


	Accounting category				Book value on the statement of financial position		Fair Value
2017	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		1,004		1,004		1,004
Trade receivables		—		2,753		2,753		2,753
Subsidies receivables		—		9,524		9,524		9,524
Current financial assets		40,602		—		40,602		40,602
Cash and cash equivalents		256,380		—		256,380		256,380

Total financial assets		296,982		13,281		310,263		310,263

Financial liabilities
Non-current financial liabilities		—		13		13		13
Current financial liabilities		—		21		21		21
Trade payables		—		9,460		9,460		9,460
Other current liabilities		—		6,570		6,570		6,570

Total financial liabilities		—		16,064		16,064		16,064

7.3. Financial risks management

We have exposure to the following risks arising from financial instruments:

Foreign exchange risk

A portion of our revenue is generated in currencies other than euro. Although our strategy is to favor the euro as our transaction currency when signing contracts, some agreements have been signed in US dollars (primarily our agreement with Pfizer).

As of December 31, 2016, 64% of our cash and cash equivalents were denominated in US dollars and 69% of our current financial assets and cash and cash equivalents were denominated in US dollars. As of December 31, 2017, 75% of our cash and cash equivalents were denominated in US dollars and 79% of our current financial assets and cash and cash equivalents were denominated in US dollars.

As of December 31, 2016, we held the following derivative financial instruments, denominated in US dollars:


2016	Notional		Fair Value			Maturity
	$ in thousands
USD forward sale contracts		44,914		(1,776	)		2017 to 2018
USD forward purchase contracts		—		—			—

Total derivative financial instruments				(1,776	)

of which :
Derivative financial assets				—
Derivative financial liabilities				(1,776	)

As of December 31, 2017, we held the following derivative financial instruments, denominated in US dollars:


2017	Notional		Fair Value		Maturity
	$ in thousands
USD forward sale contracts		18,775		558		2018
USD forward purchase contracts		—		—		—

Total derivative financial instruments				558

of which :
Derivative financial assets				558
Derivative financial liabilities				—

We do not apply hedge accounting to these instruments.

Liquidity risk

Our financial debt consists of finance lease liabilities ($34 thousand as of December 31, 2017).

We have incurred losses and cumulative negative cash flows from operations since our inception in 2000, and we anticipate that we will continue to incur losses for at least the next several years. As of December 31, 2017, we held $256.4 million in cash and cash equivalents.

Interest rate risk

As of December 31, 2015, we were only liable for governmental conditional advances with either no interest or interest at a fixed, generally below market rate. Consequently, we were not significantly exposed to fluctuations in interest rates for our liabilities. These governmental conditional advances were settled during the year 2016.

We seek to engage in prudent management of our cash and cash equivalents, mainly cash on hand and common financial instruments (typically short- and mid-term deposits). Furthermore, the interest rate risk related to cash, cash equivalents and common financial instruments is not significant based on the quality of the financial institutions with which we work.

Credit risk

Credit risk is the risk of our financial loss if a customer or counterparty to a financial instrument defaults on its contract commitments. We are exposed to credit risk due to our trade receivables, subsidies receivables and cash equivalents.

Our policy is to manage our risk by dealing with third parties with good credit standards.

Inventories	12 Months Ended
Inventories	Dec. 31, 2017
Text Block1 [Abstract]
Inventories	Note 8. Inventories *Accounting policy* Inventories are measured at the lower of cost and net realizable value. Cost is determined using the first in first out cost method. *Description of inventories* As of December 31, 2017 and 2016, they consist of $250 thousand and $118 thousand, respectively, in raw materials and laboratory consumables (representing pharmaceutical and chemical products). No provision for impairment has been recorded as of December 31, 2016 and 2017.

Trade receivables and other current assets

12 Months Ended

Dec. 31, 2017

Trade receivables and other current assets

Note 9. Trade receivables and other current assets

Accounting policies for trade receivables and other current assets are described in Note 7.1.

9.1 Trade receivables


	As of December 31,			As of December 31,
	2016			2017
	$ in thousands
Trade receivables		3,914			3,079
Valuation allowance		(287	)		(326	)

Total net value of trade receivables		3,627			2,753

All trade receivables have payment terms of less than one year. The change in trade receivables between December 31, 2016 and December 31, 2017 is mainly due to lower receivables on collaboration contracts.

9.2 Subsidies receivables


	As of December 31,			As of December 31,
	2016			2017
	$ in thousands
Research tax credit		8,389			9,039
Other subsidies		1,500			1,812
Valuation allowance for other subsidies		(1,166	)		(1,326	)

Total		8,723			9,524

Research tax credit receivables as of December 31, 2016 include the accrual for a French research tax credit related to 2016 for $7.6 million and the remaining amount relates to refundable tax credits in the United States.

Research tax credit receivables as of December 31, 2017 include the accrual for a French research tax credit related to 2017 for $8.2 million and the remaining amount mainly relates to refundable tax credits in the United States.

The valuation allowance for other subsidies corresponds to a grant, which was fully reserved in 2014.

9.3 Other current assets


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
VAT receivables		1,605		1,543
Prepaid expenses and other prepayments		6,615		8,304
Tax and social receivables		285		873
Deferred expenses and other current assets		363		2,993

Total		8,870		13,713

Prepaid expenses and other prepayments primarily include advances to our sub-contractors on research and development activities. They mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing.

During 2017, we prepaid certain manufacturing costs related to our product candidates UCART123, UCARTCS1 and UCART22 of which the delivery of products or services is expected in the coming months.

As of December 31, 2017, deferred expenses and other current assets include (i) a deferred expense of $2.1 million related to the sale and lease-back transaction entered into by Calyxt, (ii) other deferred expenses for $0.6 million, (iii) other current assets for $0.3 million.

Tax and social receivables as of December 31, 2017 include $0.6 million of tax receivables and $0.3 million of social charges on personnel expenses.

Current financial assets and Cash and cash equivalents

12 Months Ended

Dec. 31, 2017

Current financial assets and Cash and cash equivalents

Note 10. Current financial assets and Cash and cash equivalents


As of December 31, 2016	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
	$ in thousands
Current financial assets		36,592		—		36,592
Cash and cash equivalents		254,567		—		254,567

Current financial assets and cash and cash equivalents		291,159		—		291,159


As of December 31, 2017	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
	$ in thousands
Current financial assets		40,602		—		40,602
Cash and cash equivalents		256,380		—		256,380

Current financial assets and cash and cash equivalents		296,982		—		296,982

10.1 Current financial assets

Accounting policies

Current financial assets that are measured at fair value through profit or loss in accordance with IAS 39 include the following:

•

Financial assets including embedded derivatives for which Cellectis elected to designate at fair value through profit or loss;

•

Financial assets managed on a fair value basis; and

•

Derivative instruments that are not documented in hedging relationships.

IFRS 13 (Fair Value Measurement) requires counterparty and own credit risk to be taken into account when measuring the fair value of financial instruments. This risk is estimated on the basis of observable, publicly-available statistical data.

Details of current financial assets

Current financial assets are measured at fair value through profit or loss and are classified as follows within the fair value hierarchy:

•

Instruments classified under level 1 are measured with reference to quoted prices in active markets; they consist of notes indexed to equity index. Their nominal value amount to $40.3 million and their fair value amount to $39.7 million as of December 31, 2017.

Instruments classified under level 2 are measured with reference to observable valuation inputs; they consist in zero-premium accumulator. Their nominal value amount to $0.6 million and their fair value amount to $0.6 million as of December 31, 2017.

10.2 Cash and cash equivalents

Accounting policy

Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for the purpose of investment or for other purposes. They are readily convertible into a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents include cash, bank accounts, money market funds and fixed bank deposits that meet the definition of a cash equivalent. Cash equivalents are fair valued at the end of each reporting period.

Details of cash and cash equivalents


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Cash and bank accounts		222,089		219,368
Money market funds		12,451		13,026
Fixed bank deposits		20,028		23,986

Total cash and cash equivalents		254,568		256,380

Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed terms that are less than three months or are readily convertible to a known amount of cash.

Financial liabilities

12 Months Ended

Dec. 31, 2017

Financial liabilities

Note 11. Financial liabilities

11.1 Detail of financial liabilities


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Finance leases		30		13

Total non-current financial liabilities		30		13

Finance leases		38		21
Derivative instruments		1,692		—

Total current financial liabilities		1,730		21

Trade payables		9,722		9,460
Other current liabilities		5,197		6,570

Total Financial liabilities		16,678		16,064

Derivative instruments consist of fair value of zero premium collar instruments and accumulators that are classified under level 2 in the fair value hierarchy (note 7.3. Financial risks management).

11.2 Due dates of the financial liabilities


Balance as of December 31, 2017	Gross Amount		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Finance leases		34		21		13		—
Derivative instruments		—		—		—		—

Financial liabilities		34		21		13		—

Trade payables		9,460		9,460		—		—
Other current liabilities		6,570		6,570		—

Total financial liabilities		16,064		16,051		13		—

Other current liabilities

12 Months Ended

Dec. 31, 2017

Other current liabilities

Note 12. Other current liabilities


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
VAT Payables		192		9
Accruals for personnel related expenses		4,140		5,982
Other		864		579

Total		5,196		6,570

Accruals for personnel are related to annual bonuses, vacations accruals and social expenses on stock options. The increase in accruals for personnel related expenses between December 31, 2016 and December 31, 2017, is mainly driven by higher annual bonus of Plant segment personnel for $0.8 million, social charges on stock options grant recorded in 2017 for $0.6 million, foreign exchange impact on the opening balance for $0.6 million, partially offset by other immaterial variances for $0.2 million..

As of December 31, 2016 and 2017, “Other” include subsidies liabilities for $0.5 million and $0.3 million, respectively. The decrease in “Other” is due to the reimbursement of a subsidy of $0.3 million, that was received in excess during previous years.

Deferred revenues and deferred income

12 Months Ended

Dec. 31, 2017

Deferred revenues and deferred income

Note 13. Deferred revenues and deferred income

Accounting policies

As disclosed in Note 3, non-refundable upfront payments are deferred and recognized as revenue over the period of the collaboration agreement.

Details of deferred revenues and deferred income


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Deferred revenues		38,768		26,056
Lease incentive		161		—

Total Deferred revenue and deferred income		38,929		26,056

Deferred revenues

Since 2014, most of the deferred revenues corresponds to upfront payments for the collaboration agreements with Les Laboratoires Servier and Pfizer Inc.

Lease incentive

In November 2011, when we entered into an operating lease agreement for our headquarters in Paris (BioPark), we received a lease incentive of €1.1 million from the lessor, which is deferred and amortized over the 6-year lease term (until October 2017). This amount is booked as a reduction in operating lease expenses.

Capital

12 Months Ended

Dec. 31, 2017

Capital

Note 14. Capital

14.1 Share capital issued

Accounting policy

Share capital comprises ordinary shares and shares with double voting rights classified in equity. Costs directly attributable to the issue of ordinary shares or share options are recognized as a reduction in equity. Repurchased own shares are classified as treasury shares and deducted from equity.


Nature of the Transactions	Share Capital		Share premium			Number of shares		Nominal value
	$ in thousands							in $
Balance as of January 1, 2015		2,014		263,100			29,446,721		0.05
Capital increase by issuance of common shares (IPO Nasdaq)		297		209,899			5,500,000		—
Capital increase by issuance of ordinary shares (BSA, BSPCE, SO and free shares)		13		4,325			231,893		—
Non-cash stock based compensation expense		—		32,614			—		—

Balance as of December 31, 2015		2,323		509,938			35,178,614		0.05

Capital increase by issuance of ordinary shares (BSA, BSPCE, and free shares)		9		723			156,446		—
Non-cash stock based compensation expense		—		57,524			—		—

Balance as of December 31, 2016		2,332		568,185			35,335,060		0.05

Capital increase by issuance of ordinary shares (BSA, BSPCE, SO and free shares)		35		2,921			625,002		—
Share based compensation		—		42,968			—		—
Other movements		—		(37	)		—		—

Balance as of December 31, 2017		2,367		614,037			35,960,062		0.05

Capital evolution in 2017

•

During the full year ended December 31, 2017, 126,179 ordinary shares were issued upon the exercise of 121,492 employee warrants (“bons de souscription de parts de créateurs”) for a total amount of $2,173,058; 466,950 free shares were converted to 466,950 ordinary shares; 31,873 ordinary shares were issued upon the exercise of 31,873 stock options for a total amount of $734,234 and 228,000 non-employees warrants (“bons de souscription d’actions”) were subscribed for a total amount of $252,171.

Capital evolution in 2016

•

During the year ended December 31, 2016, we issued 156,446 ordinary shares resulting from exercise of 50,000 BSA and 6,700 BSPCE and acquisition of 99,488 free shares.

Capital evolution in 2015

•

On March 30, 2015, we issued 5,500,000 ordinary shares in the form of American Depositary Shares on the Nasdaq Global Market for gross proceeds of $228.3 million. In connection with this issuance, $18.1 million in fees were deducted from the share premium.

•

During the twelve month period ended December 31, 2015, we issued 101,893 ordinary shares related to the conversion of warrants, 70,000 ordinary shares related to stock options exercises and 60,000 ordinary shares corresponding to free shares granted in 2013.

BSA 2011:

On October 28, 2011, using the delegation of authority granted by the General Assembly held the same day, we issued 12,195,113 warrants (Bon de Souscription d’Actions or “BSA”) to the existing shareholders with a ratio of one BSA for one share. October 28, 2014 was the closing date for the exercise of the “BSA 2011.” Pursuant to the terms of the plan, we issued 1,470,836 ordinary shares for gross proceeds of $16.4 million.

Voting rights:

After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes.

•

At December 31, 2017, we had 35,960,062 ordinary shares outstanding of which 5,155,335 had a double voting right.

•

At December 31, 2016, we had 35,335,060 ordinary shares outstanding of which 4,531,047 had a double voting right.

•

At December 31, 2015, we had 35,178,614 ordinary shares outstanding of which 7,470,898 had a double voting right.

Otherwise, our ordinary shares are not entitled to any preferential voting right or restriction.

14.2 Share warrants and non-employee warrants

Share warrants and non-employee warrants consist of Bon de Souscription d’Action (“BSAs”) which are granted to our board members and consultants.

Holders of vested stock options and warrants are entitled to subscribe to a capital increase of Cellectis at predetermined exercise price.


Date	Type	Number of warrants/shares oustanding as of 01/01/2017		Number of warrants/shares granted		Number of warrants/shares vested/exercised		Number of warrants/shares voided		Number of warrants/shares oustanding as of 12/31/2017		Maximum of shares to be issued		Number of warrants/shares exercisable as of 12/31/2017
07/20/2007	BSPCE C		126,292		—		126,179		113		—		—		—
02/28/2008	BSPCE D		1,867		—		—		—		1,867		1,939		1,867
07/27/2010	BSPCE E		19,702		—		—		—		19,702		20,464		19,702
03/19/2013	Free shares		2,000		—		2,000		—		—		—		—
01/08/2015	Free shares		50,000		—		50,000		—		—		—		—
03/12/2014	Free shares		440,550		—		414,950		10,000		15,600		15,600		—
03/24/2015	Stock Options		1,763,840		—		—		14,785		1,749,055		1,749,055		1,206,528
03/27/2015	BSA		180,000		—		—		—		180,000		180,000		120,000
05/18/2015	BSA		50,000		—		—		—		50,000		50,000		33,333
09/08/2015	BSA		274,200		—		—		—		274,200		274,200		182,800
09/08/2015	Stock Options		1,868,800		—		—		66,800		1,802,000		1,802,000		1,061,625
03/14/2016	BSA		187,200		—		—		—		187,200		187,200		62,400
03/14/2016	Stock Options		2,030,587		—		17,544		67,095		1,945,948		1,945,948		799,849
10/28/2016	BSA		188,000		—		—		40,000		148,000		148,000		49,333
10/28/2016	Stock Options		2,773,028		—		14,329		143,098		2,615,601		2,615,601		754,770
11/10/2017	BSA		—		240,000		—		—		240,000		240,000		—
11/10/2017	Stock Options		—		1,220,000		—		—		1,220,000		1,220,000		—
Total			9,956,066		1,460,000		625,002		341,891		10,449,173		10,450,007		4,292,208

•

In June 2017, our subsidiary Calyxt Inc. granted stock options and restricted stock unit in Calyxt Inc. representing as of December 31, 2017 a 12.9% interest of that subsidiary if fully exercised to a small group of its employees, directors and executive officers. The compensation expense for 2017 amounted to $6.7 million (see Note 15).

•

In April 2016, our subsidiary Calyxt Inc. granted options in Calyxt Inc. representing as of December 31, 2017 a 6.1% interest of that subsidiary if fully exercised to a small group of its employees, directors and executive officers. The compensation expense for 2017 amounted to $0.6 million (see Note 15).

•

In September 2015, our subsidiary Calyxt Inc. granted options in Calyxt Inc. representing as of December 31, 2017 a 0.4% interest of that subsidiary if fully exercised to a small group of its employees, directors and executive officers. The compensation expense for 2017 amounted to $0.1 million (see Note 15).

14.3 Non-controlling interests

On December 19, 2013, Cellectis S.A. contributed its 75% investment in Ectycell S.A.S. to Cellectis Bioresearch S.A.S., and Caisse des Dépôts et Consignations contributed $4.8 million to Cellectis Bioresearch S.A.S. As a result, Ectycell S.A.S. became a wholly-owned subsidiary of Cellectis Bioresearch S.A.S., of which, in turn, Cellectis owns 75.5% and Caisse des Dépôts et Consignations owns 24.5%. This transaction was accounted for as an equity transaction between us and the non-controlling interest, resulting in the transfer of a 24.5% of the consolidated equity of Cellectis Bioresearch to a non-controlling interest for an amount of $4.6 million.

On May 18, 2015, Cellectis S.A. repurchased the Cellectis Bioresearch S.AS. shares held by Caisse des Dépôts et Consignations for $4.0 million. Thereafter, no non-controlling interest has been recorded.

On July 25, 2017, Calyxt closed its IPO with $64.4 million in gross proceeds to Calyxt from the sale of 8.050.000 shares at $8 per share, including the full exercise of the underwriter’s over-allotment option and Cellectis’ purchase of $20.0 million of shares in the IPO. As of December 31, 2017, non-controlling interests represent 20.3% of Calyxt shares.

The following table summarizes the information relating to each of our subsidiaries that reported non-controlling interest (“NCI”):


	CALYXT
	2016			2017
	$ in thousands
Revenue		585			747
Net Profit (Loss)		(8,732	)		(18,837	)

Net Profit (Loss) attributable to NCI		—			(4,315	)

Other comprehensive income		1,259			(5,856	)
Total comprehensive income		(7,473	)		(24,693	)

Total comprehensive income attributable to NCI		(12	)		(4,723	)

Current assets		5,626			59,753
Non-current assets		10,967			2,072
Current liabilities		1,746			3,027
Non-current liabilities		—			—

Net assets		18,339			64,852

Net assets attributable to NCI		—			13,145

The statement of consolidated comprehensive income (loss) discloses an amount attributable to non-controlling interests for the year ended December 31, 2016. It relates to the change in currency translation adjustment linked with the cumulative non-stock share-based compensation recorded for Calyxt.

14.4 Treasury shares

In 2008, Cellectis executed a liquidity contract with Natixis Securities (“Natixis”). This contract entitles Natixis to transact on Euronext, on our behalf, in order to enhance the liquidity of transactions and regularity of quotation of our ordinary shares, in an independent way, without hindering the functioning of the market or misleading investors.

The initial advance payment made to Natixis Securities for the purpose of making transactions under this contract was $0.4 million. As of December 31, 2017, $0.3 million are classified in treasury shares ($0.3 million as of December 31, 2016) and the balance is presented in the line item “Other non-current financial assets” in the statements of consolidated financial position.

Share-based payments

12 Months Ended

Dec. 31, 2017

Share-based payments

Note 15. Share-based payments

Accounting policy

The grant-date fair value of share warrants, employee warrants, stock options and free shares granted to employees is recognized as a payroll expense with a corresponding increase in equity, over the vesting period. The amount recognized as an expense is adjusted to reflect the actual number of awards for which the related service conditions are expected to be met.

Determining the fair value of share-based awards at the grant date requires judgment, we use the Black-Scholes option-pricing model to determine the fair value of share options. The determination of the grant date fair value of options using an option-pricing model is affected by our ordinary share fair value as well as assumptions regarding a number of other complex and subjective variables. These variables include the fair value of our ordinary shares, the expected term of the options, our expected share price volatility, risk-free interest rates, and expected dividends, which are estimated as follows:

•

Fair value of our ordinary shares. We use the closing sales price per ordinary share as quoted on Alternext market of Euronext in Paris on the grant date for Cellectis grants and valuations prepared by third parties for Calyxt grants.

•

Expected term. The expected term represents the period that our share-based awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the ordinary share option awards granted, we have based our expected term on the simplified method, which represents the average period from vesting to the expiration of the award.

•

Expected volatility. For Cellectis grants, the expected share price volatility takes into account the Cellectis closing share prices and closing share price of industry peers for the remaining expected term of the ordinary share option grant. For the Calyxt grants, the expected volatility is based on comparable transactions method.

•

Risk-free rate. The risk-free interest rate is based on the yields of French government securities with maturities similar to the expected term of the options for each option group for Cellectis grants and US Treasury bonds for Calyxt grants.

•

Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.

Service and performance conditions attached to the transactions are not taken into account in determining fair value. If any of the assumptions used in the Black-Scholes model changes significantly, share-based compensation for future awards may differ materially compared with the awards granted previously.

Details of share-based compensation

Share warrants and employee warrants consist of Bon de Souscription d’Action (“BSAs”) and Bon de Souscription de Parts de Créateur d’Entreprise (“BSPCEs”) which are granted to our employees.

Under these programs, holders of vested options are entitled to subscribe to a capital increase of Cellectis at predetermined exercise price.

The following table provides the impact related to these programs in the statement of consolidated operations per fiscal year.

The new instruments issued during the year ended December 31, 2017 are the following:

•

October 11, 2017, 1,220,000 Cellectis stock options were granted to certain of our employees and officers. Non-cash stock-based compensation expense recorded during the year ended December 31, 2017 was $0.5 million.

•

October 11, 2017, 240,000 Cellectis warrants were granted to members of our board of directors. Non-cash stock-based compensation expense recorded the year ended December 31, 2017 was $0.5 million.

•

June 14, 2017, 2,119,698 Calyxt Inc. stock options were granted to certain of Calyxt Inc’s and Cellectis S.A.’s and Cellectis Inc.’s employees, officers, members of the board of directors, and consultants. In connection with such stock option grants, non-cash stock-based compensation expense recorded during the year ended December 31, 2017 was $2.0 million.

•

June 14, 2017, 1,452,333 Calyxt Inc. restricted stock units were granted to certain of Calyxt Inc.’s and Cellectis S.A.s’ and Cellectis Inc.’s employees, officers, members of the board of directors and consultants. In connection with such restricted stock unit grants, non-cash stock-based compensation expense recorded during the year ended December 31, 2017 was $4.7 million.

Subsequent to the grant date of these instruments, on July 20, 2017, Calyxt executed a 2.45-to-1 stock-split, which applied to the total number of Calyxt Inc.’s shares of common stock options and restricted stock units. Data presented herein include the impact of this stock-split on the granted stock options and restricted stock units.

Share warrants and employee warrants which are referred to as Bon de Souscription d’Action (“BSAs”) are granted to our board members and consultants.

Holders of vested Cellectis stock options and warrants are entitled to exercise such options and warrants to purchase Cellectis Ordinary shares at a fixed exercise price established at the time of such options and warrants are granted.

The following table provides the expenses related to share-based compensation instruments during the years ended December 31, 2015, 2016 and 2017.


Non-cash share-based compensation expense	Free shares 2014 and before		Free shares 2015		Stock options 2015		BSA 2015		Stock options Calyxt 2015		Stock options 2016		BSA 2016		Stock options Calyxt 2016		Stock options 2017		BSA 2017		Stock options Calyxt 2017		RSU Calyxt 2017		Total
For the year ended	Free shares 2014 and before		Free shares 2015		Stock options 2015		BSA 2015		Stock options Calyxt 2015		Stock options 2016		BSA 2016		Stock options Calyxt 2016		Stock options 2017		BSA 2017		Stock options Calyxt 2017		RSU Calyxt 2017		Total
	$ in thousands
December 31, 2015		407		4,739		25,205		2,261		790		—		—		—		—		—		—		—		33,402
December 31, 2016		102		7,160		29,985		3,436		321		15,616		1,224		777		—		—		—		—		58,622
December 31, 2017		1		2,618		12,588		1,571		164		23,704		1,459		611		546		481		1,977		4,697		50,418

The key terms and conditions related to these BSAs and BSPCEs are provided in the Notes 15.1 to 15.5.

15.1 Detail of Cellectis S.A. BSPCE E

Date of grant: July 27, 2010

The BSPCEs were vested before January 1, 2012 up to 19,702 BSPCEs and vested for post January 1, 2012 on the basis of the following vesting schedule:

•

Up to 19,702 BSPCE on July 27, 2012

•

Up to 19,704 BSPCE on July 27, 2013


Date of grant (Board of Directors)	07/27/2010			07/27/2010			07/27/2010
Vesting period (years)		1			2			3
Plan expiration date		07/27/2020			07/27/2020			07/27/2020
Number of BSPCE granted		19,702			19,702			19,704
Share entitlement per BSPCE		1			1			1
Exercise price (in euros per share)		8.28			8.28			8.28
Valuation method used		Black-Scholes			Black-Scholes			Black-Scholes
Grant date share fair value (in euros per share)		8.28			8.28			8.28
Expected volatility		54	%		54	%		54	%
Average life of BSPCE		5.5			6.0			6.5
Discount rate		3.14	%		3.14	%		3.14	%
Expected dividends		0	%		0	%		0	%
Performance conditions		NA			NA			NA
Fair value per BSPCE (in euros per share)		5.52			5.52			5.52

15.2 Detail of Cellectis S.A. free shares

The free shares are subject to a two-year vesting period for French employees and four years for foreign citizens.


Date of grant (Board of Directors)	09/18/2012			03/19/2013			03/19/2014			01/08/2015			05/18/2015			05/18/2015
Vesting period (years)		2			2			2			2			2			4
Number of Free shares granted		102,099			102,000			100,000			50,000			426,300			24,100
Share entitlement per Free share		1			1			1			1			1			1
Grant date share fair value (in euros per share)		5.37			6.86			6.16			19.10			28.17			28.17
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a			n.a

15.3 Detail of Cellectis S.A. stock options

The stock options are subject to a two-year vesting period for French employees and four years for foreign citizens.


Date of grant	03/24/2015			09/08/2015			03/14/2016			10/28/2016			10/11/2017
Vesting period		Graded			Graded			Graded			Graded			Graded
Plan expiration date		03/24/2025			08/09/2025			03/14/2026			10/28/2026			11/10/2027
Number of options granted		1,892,300			1,982,300			2,060,602			2,773,028			1,220,000
Share entitlement per options		1			1			1			1			1
Exercise price (in euros per share)		38.45			27.55			22.44			17.90			22.57
Valuation method used		Black-Scholes			Black-Scholes			Black-Scholes			Black-Scholes			Black-Scholes
Grant date share fair value (in euros per share)		40.00			28.59			22.48			16.42			24.01
Expected volatility		59.8	%		59.9	%		62.8	%		63.2	%		65.6	%
Average life of options		6.11			6.11			6.11			6.12			6.12
Discount rate		0.16	%		0.42	%		0.03	%		0.00	%		0.03	%
Expected dividends		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a
Fair value per options (in euros per share)		22.02			15.86			12.65			8.96			14.30

15.4 Detail of Cellectis S.A. warrants

The key terms and conditions related to these warrants are provided in the table below.


Date of grant	03/27/2015			03/27/2015			05/18/2015			09/08/2015			03/14/2016			10/28/2016			11/10/2017
Vesting period (years)		Graded			Graded			Graded			Graded			Graded			Graded			Graded
Plan expiration date		03/27/2025			03/27/2025			05/18/2025			09/08/2025			03/14/2026			10/28/2026			11/10/2027
Number of warrants granted		130,000			50,000			50,000			274,200			229,361			188,000			240,000
Share entitlement per warrant		1			1			1			1			1			1			1
Exercise price (in euros per share)		38.45			38.45			29.58			28.01			27.37			18.68			24.34
Valuation method used		Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes
Grant date share fair value (in euros per share)		32.15			28.17			28.17			28.59			22.48			16.42			24.95
Expected volatility		59.1	%		59.1	%		59.1	%		60.5	%		62.8	%		63.1	%		64.7	%
Average life of warrant		6.00			5.83			6.00			6.00			6.00			6.00			6.00
Discount rate		0.42	%		0.94	%		0.94	%		0.43	%		0.04	%		0.00	%		0.12	%
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a			n.a			n.a
Fair value per warrant (in euros per share)		13.95			11.10			13.51			14.24			10.51			7.88			13.20

15.5 Detail of Calyxt Inc. stock options

The key terms and conditions related to these options are provided in the table below.


Date of grant	Employees 12/03/2014 (a)			Managers 12/03/2014 (b)			09/08/2015 (c)			04/07/2016 (d)			06/14/2017 (e)
Vesting period		Graded			Graded			Graded			Graded			Graded
Plan expiration date		12/03/2024			12/03/2024			09/08/2025			04/07/2026			06/14/2027
Number of options granted		71,050			159,250			113,925			1,678,250			2,119,698
Share entitlement per options		1			1			1			1			1
Exercise price (in $ per share)		3.71			3.71			21.83			3.59			13.29
Valuation method used		Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes
Grant date share fair value (in $ per share)		3.71			3.71			21.83			3.59			13.29
Expected volatility		48.0	%		48.0	%		54.3	%		30.0	%		25.0	%
Average life of options		6.16			6.04			5.53			5.74			6.57
Discount rate		1.74	%		1.74	%		1.65	%		1.41	%		1.96	%
Expected dividends		0	%		0	%		0	%		0	%		0	%
Performance conditions		Trigger event	*		Trigger event	*		Trigger event	*		Trigger event	*		n.a
Fair value per options (in $ per share)		1.78			1.76			10.93			1.11			4.00

The plans pursuant to which Calyxt stock options are issued require the occurrence of an IPO or a “triggering event” as a condition for the exercise of vested stock options and, in some circumstances, as a condition to vesting. If the condition is expected to occur during the service period, then it is a non-market performance condition. A triggering event is designed as any transaction that would result in Cellectis losing control of Calyxt Inc. As such, the options to which the IPO or triggering event condition apply were measured at the grant date, but the expense was not recorded until the IPO occurred in 2017.

(a)	the options granted on December 3, 2014, shall vest as follows for employees:

•

25% of the total number of shares on April 10, 2015;

•

6.25% of the total number of shares on the last day of each calendar quarter beginning from third quarter of 2015 (or 12.5% of the total number of shares on the last day of each calendar quarter beginning after a triggering event or initial public offering);

•

25% at the date of a triggering event or initial public offering;

•

100% in the event of termination without cause of resignation for good reason in the case of a change of control.

(b)	the options granted on December 3, 2014, shall vest as follows for managers and consultants:

•

20% of the total number of shares on January 3, 2015;

•

20% of the total number of shares on April 10, 2015;

•

5% of the total number of shares on the last day of each calendar quarter beginning from third quarter of 2015 (or 10% of the total number of shares on the last day of each calendar quarter beginning after a triggering event or initial public offering);

•

25% at the date of a triggering event or initial public offering;

•

100% in the event of termination without cause of resignation for good reason in the case of a change of control.

(c)	the options granted on September 8, 2015, shall vest as follows:

•

20% of the total Number of Shares on September 8, 2015;

•

20% of the total Number of Shares on September 8, 2016; and

•

5% of the Total Number of Shares on the last day of each calendar quarter beginning from the fourth quarter of 2016;

•

25% at the date of a triggering event or initial public offering.

The vested portion of such options shall only become exercisable in the event that a triggering event or initial public offering occurs prior to the expiration date, in which case, an additional 25% of the total number of shares shall immediately vest. The total of vested options cannot exceed 100% of the number of options initially granted. A triggering event is designed as any transaction that would result in Cellectis losing control of Calyxt Inc.

(d)	the options granted on April 7, 2016 shall vest as follows:

•

C-Level; “VP” and Consultants

•

20% of the total Number of Shares on April 7, 2016;

•

10% of the total Number of Shares on April 7, 2017;

•

5% of the total Number of Shares on the last day of each calendar quarter beginning from the second quarter 2017;

•

25% of additional vesting in case of triggering event or initial public offering; and

•

100% in the event of termination without cause or resignation for good reason in the case of a change of control.

•

Heads of department and Analysts

•

20% of the total Number of Shares on April 7, 2017;

•

10% of the total Number of Shares on April 7, 2018;

•

5% of the total Number of Shares on the last day of each calendar quarter beginning from the second quarter 2018.

(e)	the Calyxt options granted on June 14, 2017, shall vest as follows:

•

C-Level, Directors and Consultants

•

15% of the total Number of Shares on June 14, 2018;

•

15% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

•

CFO and CCO

•

20% of the total Number of Shares on June 14, 2017;

•

10% of the total Number of Shares on June 14, 2018;

•

5% vest each quarter after the first anniversary of the grant.

•

Employees

•

15% of the total Number of Shares on June 14, 2018;

•

10% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

15.6 Detail of Calyxt Inc. restricted stock unit

The key terms and conditions related to these options are provided in the table below.


Date of grant	06/14/2017 (a)
Vesting period		Graded
Number of RSU granted		1,452,333
Share entitlement per RSU		1
Grant date share fair value (in $ per share)		13.29
Expected dividends		0	%
Performance conditions		n.a

(a)	the Calyxt RSU granted on June 14, 2017 shall vest as follows:

•

C-Level, Directors and Consultants

•

15% of the total Number of Shares on June 14, 2018;

•

15% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

•

CFO and CCO

•

20% of the total Number of Shares on June 14, 2017;

•

10% of the total Number of Shares on June 14, 2018;

•

5% vest each quarter after the first anniversary of the grant.

•

Employees

•

15% of the total Number of Shares on June 14, 2018;

•

10% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

Earnings per share

12 Months Ended

Dec. 31, 2017

Earnings per share

Note 16. Earnings per share

Accounting policy

Basic earnings per share are calculated by dividing profit attributable to our ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted to take into account the impact of treasury shares.

Diluted earnings per share is calculated by adjusting profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all potentially dilutive ordinary shares (stock-options, free shares, share warrants, employee warrants).

Detail of earnings per share


	For the year ended December 31,
	2015			2016			2017
Net profit (loss) attributable to shareholders of Cellectis ($ in thousands)		(22,796	)		(67,255	)		(99,368	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net profit per share		34,149,908			35,274,890			35,690,636
Basic / Diluted net profit (loss) per share ($ / share)
Basic net profit (loss) per share ($ /share)		(0.67	)		(1.91	)		(2.78	)
Diluted net profit (loss) per share ($ /share)		(0.67	)		(1.91	)		(2.78	)

Provisions

12 Months Ended

Dec. 31, 2017

Provisions

Note 17. Provisions

Accounting policy

A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.

Provisions for retirement and other benefits

Our defined benefit obligations, and their cost, are determined using the projected unit credit method.

The method consists in measuring the obligation based on a projected end-of-career salary and vested rights at the measurement date, according to the provisions of the collective bargaining agreement, corporate agreements and applicable law.

Actuarial assumptions used to determine the benefit obligations are specific to each country and each benefit plan. The discount rate used is the yield at the reporting date on AA credit-rated bonds with maturity dates that approximate the expected payments for our obligations.

Actuarial gains or losses are recognized in the statement of comprehensive loss for the year in which they occur.

Other long-term employee benefits

Our net obligation for long-term employee benefits other than retirement plans is equal to the value of employees’ future benefits vested in exchange for services rendered in the current and prior periods. The benefits are discounted and the fair value of any plan assets is deducted.

The obligation is measured using the projected unit credit method. The discount rate is the same as the one used for the provisions for retirement and other benefits. Actuarial gains or losses are recognized in profit or loss for the year in which they occur.

Termination benefits

Termination benefits are recognized as a liability and expense at the earlier of the following dates:

•

When the entity can no longer withdraw the offer of those benefits; and

•

When the entity recognizes costs for a restructuring that is within the scope of IAS 37 Provisions and involves the payment of termination benefits.

Details of provisions


	01/01/2016		Additions		Amounts used during the period			Reversals			OCI			12/31/2016
	$ in thousands
Pension		476		75		—			—			10			560
Employee litigation and severance		761		276		(641	)		(281	)		6			121
Commercial litigation		243		374		—			(129	)		(19	)		468
Redundancy plan		35		—		(17	)		(12	)		—			6

Total		1,513		724		(657	)		(423	)		(3	)		1,154

Non-current provisions		476		75		—			—			10			560
Current provisions		1,037		649		(658	)		(423	)		(12	)		594


	01/01/2017		Additions		Amounts used during the period			Reversals			OCI		12/31/2017
	$ in thousands
Pension		560		949		—			—			683		2,193
Loss on contract		—		1,876		—			—			—		1,876
Employee litigation and severance		121		29		(50	)		(108	)		9		1
Commercial litigation		468		552		(102	)		(215	)		79		782
Redundancy plan		6		—		—			—			1		7

Total		1,154		3,406		(152	)		(323	)		773		4,858

Non-current provisions		560		2,186		—			—			683		3,430
Current provisions		594		1,220		(152	)		(323	)		89		1,427

During the year ended December 31, 2017, additions in (i) commercial litigations mainly relates to one supplier and in (ii) loss on contract is mainly attributable to our willingness to discontinue the facility lease in Montvale, New Jersey (USA). Amounts used during the year ended December 31, 2017 mainly consist of the payments to a former supplier and in settlement of employee litigations.

During the year ended December 31, 2016 we recorded (i) provisions for commercial litigation that amounted to $374 thousand, (ii) provisions for employees’ severance expenses for $191 thousand and (iii) provisions for personnel litigation for $83 thousand. Amounts used during the year ended December 31, 2016 mainly consist of personnel related payments. The reversals mainly relate to ordinary course litigation relating to both personnel matters and commercial litigations.

Commitments for compensation payable to employees upon their retirement

France

In France, pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans, with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans. Expenses recorded in the years ended December 31, 2015, 2016 and 2017 amounted to $0.8 million, $0.8 million and $0.8 million, respectively.

French law also requires payment of a lump sum retirement indemnity to employees based on years of service and annual compensation at retirement. Benefits do not vest prior to retirement. We are paying this defined benefit plan. It is calculated as the present value of estimated future benefits to be paid, applying the projected unit credit method whereby each period of service is seen as giving rise to an additional unit of benefit entitlement, each unit being measured separately to build up the final.

The calculation of legal compensation for termination has changed in 2017 following the publication of a new French law.

The two important changes are:

•

Seniority conditions: the employee must justify to be entitled to an indemnity of 8 working months against one year before.

•

Calculation of the allowance: 1/4 of a month of salary per year of seniority up to 10 years, against 1/5 before, and no change beyond the 11th year.

As part of the estimation of the retirement indemnity to employee, the following assumptions were used for all categories of employees:


	2015			2016			2017
% social security contributions		45.00	%		45.00	%		45.00	%
Salary increases		2.00	%		2.00	%		3.50	%
Discount rate		2.00	%		1.75	%		1.75	%
Terms of retirement		voluntary retirement
Retirement age		65 years old			65 years old			65 years old

The discount rates are based on the market yield at the end of the reporting period on high quality corporate bonds.

The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components.


	$ in thousands
As of January 1, 2015		(483	)

Current service cost		(54	)
Interest cost		(7	)
Actuarial gains and losses		(16	)
Reclassification/CTA		83
As of December 31, 2015		(477	)

Current service cost		(65	)
Interest cost		(9	)
Actuarial gains and losses		(31	)
Reclassification/CTA		20
As of December 31, 2016		(562	)

Current service cost		(925	)
Interest cost		(24	)
Actuarial gains and losses		(515	)
Reclassification/CTA		(168	)
As of December 31, 2017		(2,194	)

United States of America

There is no defined benefit plan for Cellectis S.A.’s subsidiaries located in the United States.

Commitments

12 Months Ended

Dec. 31, 2017

Commitments

Note 18. Commitments

Accounting policy

The commitment amounts are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. They do not include obligations under agreements that we can cancel without a significant penalty.

Details of commitments


As of December 31, 2017	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Sale and lease-back agreement		30,080		1,055		2,676		2,676		23,673
Facility lease agreements		11,539		2,471		4,702		1,670		2,697
License agreements		18,413		1,238		2,476		2,476		12,223
Manufacturing agreements		7,679		7,679		—		—		—
Other agreements		1,702		1,702		—		—		—

Total contractual obligations		69,414		14,145		9,854		6,821		38,593

Obligations under the terms of the sale and lease-back agreement

The sale and lease-back agreement entered into by Calyxt in the third quarter of 2017 has a defined lease term and is classified as an operating lease agreement under IFRS. It results in off-balance sheet commitments.

Obligations under the terms of the facility lease agreements

Facility lease agreements in Paris, France, and in New York City, New York; Montvale, New Jersey; New Brighton, Minnesota; and Roseville, Minnesota (all in the USA) have been subscribed for a defined term. Future payments of these leases as disclosed in the table above, along with the letters of credit provided to the landlords of the Company’s facilities in New York and in New Brighton, are off balance sheets commitments.

Obligations under the terms of license agreements

We have entered into various license agreements with third parties that subject us to certain fixed license fees, as well as fees based on future events, such as research and sales milestones.

We also have collaboration agreements whereby we are obligated to pay royalties and milestones based on future events that are uncertain and therefore they are not included in the table above.

Obligations under the terms of manufacturing agreements

We have manufacturing agreements whereby we are obligated to pay for services rendered in the next year regarding our products UCART123, UCARTCS1 and UCART22.

Related parties	12 Months Ended
Related parties	Dec. 31, 2017
Text Block1 [Abstract]
Related parties	Note 19. Related parties *Key management personnel remuneration* Key management personnel include members of the Board of Directors and the CODM as of December 31, 2017, as described in Note 3.5. Short-term employee benefits paid to key management personnel totaled to $2.2 million in the fiscal year 2015, to $2.4 million in the fiscal year 2016 and to $3.6 million in the fiscal year 2017. On September 4, 2014, the Board of Directors adopted a change of control plan which applies to the members of the CODM. This plan defines the conditions under which a severance package will be paid after a change of control of our company. Key management personnel employment agreements include a termination indemnity or additional post-employment compensation. Key management personnel received an aggregate of 955,000 securities in share-based remuneration (free shares, warrants and stock options) over the year ended December 31, 2017. The associated non-cash stock-based compensation expense of $0.7 million recognized for 2017. *Other transactions with related parties* Mr. Godard, a member of the Board of Directors, entered into two service agreements with us and provided consultancy services in the area of (i) global development strategy and (ii) specific development of agricultural biotechnology activities. Compensation paid for those services in the years ended December 31, 2015, 2016 and 2017 amounted to $39 thousand, $37 thousand and $38 thousand respectively. No balances were outstanding at the end of each fiscal year. As of December 31, 2017, Mr. Godard held 220,175 non-employee warrants that could be exercised to obtain 50,000 shares at a strike price of €38.45, 50,000 shares at a strike price of €28.01 for 50,000 warrants, 40,175 shares at a strike price of €27.37 for 40,175 warrants, 40,000 shares at a strike price of €18.68 for 40,000 warrants and 40,000 shares at a strike price of €24.34 for 40,000 warrants. Bpifrance is a shareholder of Cellectis S.A. and “Caisse des Dépôts et Consignations” (“CDC”) was a shareholder of Cellectis Bioresearch. OSEO, which is the former name of Bpifrance and is indirectly related to CDC, granted conditional advances and subsidies to us. On May 18, 2015, we signed with the “Caisse des Dépôts et Consignations” a contract for our repurchase of its participation in Cellectis Bioresearch., which represented 25% of the total shares thereof for an amount of €3.5 million. At the time of the merger with Cellectis S.A., Cellectis S.A. was the sole stockholder of Cellectis Bioresearch. As of December 31, 2017, we have no outstanding balances with Bpifrance.

Accounting principles (Policies)

12 Months Ended

Dec. 31, 2017

Change in the presentation currency of the financial statements

Basis for preparation

2.1 Basis for preparation

The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2017 were approved by our Board of Directors on March 12, 2018.

Our Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.

The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS.

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 Consolidated Financial Statements:

•

Amendments to IAS 7 “Statement of Cash Flows” (applicable for periods beginning after January 1, 2017)

Standards, interpretations and amendments issued but not yet effective

•

IFRS 9 Financial Instruments (applicable for periods beginning after January 1, 2018)

•

Amendments to IFRS 2 “Classification and Measurement of Share-based Payment Transactions” (applicable for periods beginning after January 1, 2018)

•

Amendments to IFRIC 22 “Foreign Currency Transactions and Advance Consideration” (applicable for periods beginning after January 1, 2018)

•

Amendment to IFRS 9 “Financial Instruments – Prepayment Features with Negative Compensation” (applicable for periods beginning after January 1, 2019)

•

IFRIC 23 “Uncertainty over Income Tax Treatments” (applicable for periods beginning after January 1, 2019)

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:

•

Collaboration agreements

•

Licensing agreements;

2.2 Change in the presentation currency of the financial statements

The effects of the change in presentation currency on the comparative consolidated financial statements are as follows:

•


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)
Total non-current assets		5,613			6,815			—			6,815
Total current assets		132,001			160,262			—			160,262

TOTAL ASSETS		137,614			167,077			—			167,077

Shareholders’ equity
Share capital		1,472			1,788			226			2,014
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		(1,259	)		(1,529	)		—			(1,529	)
Total shareholders’ equity		59,527			72,272			—			72,272
Total non-current liabilities		3,222			3,911			—			3,911
Total current liabilities		74,865			90,894			—			90,894

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		137,614			167,077			—			167,077

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.82365 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.82365 euro for 1 dollar.


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)
Total non-current assets		6,844			7,451			—			7,451
Total current assets		334,218			363,863			—			363,863

TOTAL ASSETS		341,062			371,314			—			371,314

Shareholders’ equity
Capital		1,759			1,915			408			2,323
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		725			789			—			789
Total shareholders’ equity		263,619			287,002			—			287,002
Total non-current liabilities		503			548			—			548
Total current liabilities		76,940			83,765			—			83,765

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		341,062			371,314			—			371,314

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.91852 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.91852 euro for 1 dollar.


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)
Total non-current assets		17,963			18,935			—			18,935
Total current assets		296,459			312,497			—			312,497

TOTAL ASSETS		314,422			331,432			—			331,432

Shareholders’ equity
Capital		1,767			1,862			470			2,332
Premiums, Retained earnings (deficit) and Net income (loss)		254,834			268,622			24,432			293,054
Treasury share reserve		(307	)		(324	)		(92	)		(416	)
Currency translation adjustment		2,501			2,636			(24,810	)		(22,174	)

Total shareholders’ equity—Group Share		258,795			272,795			—			272,795

Non-controlling interests		1,779			1,875			—			1,875
Total shareholders’ equity		260,574			274,671			—			274,671
Total non-current liabilities		560			590			—			590
Total current liabilities		53,288			56,171			—			56,171

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		314,422			331,432			—			331,432

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.94867 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.94867 euro for 1 dollar.


For the full year ended December 31, 2014	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		26,453			35,152			—		35,152
Total operating expenses		(31,698	)		(42,122	)		—		(42,122	)
Operating income (loss)		(5,245	)		(6,970	)		—		(6,970	)
Financial gain (loss)		7,095			9,428			—		9,428
Income tax		—			—			—		—
Income (loss) from continuing operations		1,850			2,458			—		2,458
Loss from discontinued operations		(2,822	)		(3,750	)		—		(3,750	)
Net income (loss)		(972	)		(1,292	)		—		(1,292	)

(a)	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), i.e. 0.75254 euro for 1 dollar in 2014.


For the full year ended December 31, 2015	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		56,385			62,565			—		62,565
Total operating expenses		(84,309	)		(93,549	)		—		(93,549	)
Operating income (loss)		(27,924	)		(30,984	)		—		(30,984	)
Financial gain (loss)		7,550			8,378			—		8,378
Income tax		—			—			—		—
Income (loss) from continuing operations		(20,373	)		(22,606	)		—		(22,606	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(20,373	)		(22,606	)		—		(22,606	)

(a)	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), i.e 0.90121 euro for 1 dollar in 2015.


For the full year ended December 31, 2016	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		51,007			56,444			—		56,444
Total operating expenses		(111,824	)		(123,746	)		—		(123,746	)
Operating income (loss)		(60,818	)		(67,302	)		—		(67,302	)
Financial gain (loss)		42			46			—		46
Income tax		—			—			—		—
Income (loss) from continuing operations		(60,776	)		(67,255	)		—		(67,255	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(60,776	)		(67,255	)		—		(67,255	)

(a)	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), i.e. 0.90366 euro for 1 dollar in 2016.

By convention and for practicability purpose, the differences have been recalculated on a cumulative basis from January 1, 2014 instead of the date of adoption of IFRS.

All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars.

Basis of consolidation

2.3 Basis of consolidation

Accounting policy

To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns.

In order to ascertain control, potential voting rights which are substantial are taken into consideration.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full consolidation.

Consolidated entities

For the year ended December 31, 2017, the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc. and Calyxt, Inc.

As of December 31, 2017, Cellectis S.A. owns 100% of Cellectis, Inc. and approximately 79.7% of Calyxt’s outstanding shares of common stock.

The following internal reorganization was completed in 2015:

•

Ectycell was merged into, and absorbed by Cellectis Bioresearch in August 2015 with retroactive effect as at January 1, 2015 for French tax purposes;

•

Cellectis Bioresearch was merged into, and absorbed by, Cellectis S.A in December 2015 with retroactive effect as at January 1, 2015 for French tax purposes;

•

Cellectis Bioresearch Inc. was merged into Cellectis Inc. in September 2015.

Non-controlling interests

From May 18, 2015 to July 24, 2017, there was no non-controlling shareholder (see Note 14.3).

Non-controlling shareholders held a 24.5% interest in Cellectis Bioresearch, Cellectis Bioresearch Inc. and Ectycell until May 18, 2015.

Foreign currency

2.4 Foreign currency

Foreign currency transactions and balances

The resulting exchange gains or losses are recorded in the consolidated statements of operations in financial gain (loss).

Foreign currency translation

Consolidated financial statements are then converted into dollars using the method described in Note 2.2.

•

the differential between the average exchange rate and the period end rates applied to the cash flows of the period;

•

the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and

•

the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries.

Use of judgment, estimates and assumptions

2.5 Use of judgment, estimates and assumptions

The Group’s exposure to risks and uncertainties is disclosed in Note 7.3: Financial instruments risk management and policies.

Estimates and assumptions

•

Revenue recognition – Note 3.1

•

Share-based payments – Note 15

•

Provisions for risks and charges – Note 17

Revenues and other income

3.1 Revenues and other income

Accounting policies

Collaboration agreements and licenses

Research and development costs reimbursements are recognized with respect to the policy described in section “Sales of products and services” below.

Revenues from technology licenses are recognized ratably over the period of the license agreements.

Sales of products and services

Research Tax Credit

Operating expenses

3.2 Operating expenses

Accounting policies

Financial income and expenses

3.3 Financial income and expenses

Accounting policies

Financial income and financial expense include, in particular, the following:

•

Interest income from savings account and fixed term bank deposits;

•

Interest expense from financial leases;

•

Foreign exchange gain (loss) from transactions in foreign currencies;

•

Other financial income and expenses, mainly derived from fair value adjustments related to our financial assets and derivative instruments.

Income tax

3.4 Income tax

Accounting policies

Income tax (expense or income) comprises current tax expense (income) and deferred tax expense (income).

Reportable segments

3.5 Reportable segments

Accounting policies

Cellectis’ CODM is composed of:

•

The Chairman and Chief Executive Officer;

•

The Chief Operating Officer;

•

The Executive Vice President Technical Operations;

•

The Chief Scientific Officer;

•

The Chief Financial Officer;

•

The Vice President Business Development;

•

The General Counsel;

•

The Senior Vice President Research and Development and Chief Medical Officer;

•

The Chief Regulatory & Compliance Officer; and

•

The Chief Executive Officer of Calyxt, Inc.

We view our operations and manage our business in two operating and reportable segments that are engaged in the following activities:

•

The net income (loss) includes the impact of the operations between segments while the intra-segment operations are eliminated.

Impairment tests

Accounting policy

Amortizable intangible assets and depreciable tangible assets are tested for impairment when there is an indicator of impairment. Goodwill is tested for impairment at least once a year. Impairment tests involve comparing the carrying amount of cash-generating units with their recoverable amount. The recoverable amount of an asset is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of any asset is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.

Our cash-generating units (“CGUs”) correspond to the operating/reportable segments: Therapeutics and Plants.

Intangible assets

Accounting policy

Capitalization of development expenses

In accordance with IAS 38 Intangible Assets, development expenses are recorded as intangible assets only if all the following criteria are met:

•

technical feasibility necessary for the completion of the development project;

•

intention on our part to complete the project and to utilize it;

•

capacity to utilize the intangible asset;

•

proof of the probability of future economic benefits associated with the asset;

•

availability of the technical, financial, and other resources for completing the project; and

•

reliable evaluation of the development expenses.

Other intangible assets

The estimated useful lives are as follows:

•

Software: from 1 year to 3 years;

•

Patents: amortized from acquisition until legal protection expires, maximum of 20 years.

Property, plant and equipment

Accounting policy

The estimated useful lives are as follows:


• Buildings and other outside improvements		10-20 years
• Leasehold improvements		5-10 years
• Office furniture		10 years
• Laboratory equipment		3-10 years
• Office equipment		5 years
• IT equipment		3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

Financial assets and liabilities

7.1 Accounting principles

Financial assets

Non-current financial assets are recorded at the amortized cost and correspond to security deposits mainly relating to our facilities rents.

Current financial assets correspond to investments and are recorded at fair value through profit and loss, which is the nominal value of the investment adjusted with the daily mark-to-market value.

Receivables are classified as current assets, except for those with a maturity exceeding 12 months after the reporting date.

Financial liabilities

Financial liabilities include trade and other payables, finance leases and conditional advances.

We initially recognize financial liabilities on the transaction date, which is the date that we become a party to the contractual provisions of the instrument.

We derecognize financial liabilities when our contractual obligations are discharged, canceled or expire.

Inventories

Accounting policy

Inventories are measured at the lower of cost and net realizable value. Cost is determined using the first in first out cost method.

Current financial assets

10.1 Current financial assets

Accounting policies

Current financial assets that are measured at fair value through profit or loss in accordance with IAS 39 include the following:

•

Financial assets including embedded derivatives for which Cellectis elected to designate at fair value through profit or loss;

•

Financial assets managed on a fair value basis; and

•

Derivative instruments that are not documented in hedging relationships.

Cash and cash equivalents

10.2 Cash and cash equivalents

Accounting policy

Deferred revenues and deferred income

Accounting policies

As disclosed in Note 3, non-refundable upfront payments are deferred and recognized as revenue over the period of the collaboration agreement.

Share capital issued

Accounting policy

Share-based payments

Accounting policy

•

Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.

Earnings per share

Accounting policy

Provisions

Accounting policy

The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.

Provisions for retirement and other benefits

Our defined benefit obligations, and their cost, are determined using the projected unit credit method.

Actuarial gains or losses are recognized in the statement of comprehensive loss for the year in which they occur.

Other long-term employee benefits

Commitments

Accounting policy

Accounting principles (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Presentation Currency of the Financial Statements

•


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)
Total non-current assets		5,613			6,815			—			6,815
Total current assets		132,001			160,262			—			160,262

TOTAL ASSETS		137,614			167,077			—			167,077

Shareholders’ equity
Share capital		1,472			1,788			226			2,014
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		(1,259	)		(1,529	)		—			(1,529	)
Total shareholders’ equity		59,527			72,272			—			72,272
Total non-current liabilities		3,222			3,911			—			3,911
Total current liabilities		74,865			90,894			—			90,894

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		137,614			167,077			—			167,077

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.82365 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.82365 euro for 1 dollar.


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)
Total non-current assets		6,844			7,451			—			7,451
Total current assets		334,218			363,863			—			363,863

TOTAL ASSETS		341,062			371,314			—			371,314

Shareholders’ equity
Capital		1,759			1,915			408			2,323
Premiums, Retained earnings (deficit) and Net income (loss)		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

Non-controlling interests		725			789			—			789
Total shareholders’ equity		263,619			287,002			—			287,002
Total non-current liabilities		503			548			—			548
Total current liabilities		76,940			83,765			—			83,765

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		341,062			371,314			—			371,314

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.91852 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.91852 euro for 1 dollar.


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)
Total non-current assets		17,963			18,935			—			18,935
Total current assets		296,459			312,498			—			312,498

TOTAL ASSETS		314,422			331,432			—			331,432

Shareholders’ equity
Capital		1,767			1,862			470			2,332
Premiums, Retained earnings (deficit) and Net income (loss)		254,834			268,622			24,433			293,055
Treasury share reserve		(307	)		(324	)		(92	)		(416	)
Currency translation adjustment		2,501			2,636			(24,810	)		(22,174	)

Total shareholders’ equity—Group Share		258,795			272,795			—			272,795

Non-controlling interests		1,779			1,876			—			1,876
Total shareholders’ equity		260,574			274,671			—			274,671
Total non-current liabilities		560			590			—			590
Total current liabilities		53,288			56,171			—			56,171

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		314,422			331,432			—			331,432

(a)	Converted at the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e., 0.94867 euro for 1 dollar.

(b)	Difference between the historical exchange rates and the ECB’s closing daily reference exchange rate for dollar / euro exchanges (as published by Banque de France) at the end of the period, i.e. 0.94867 euro for 1 dollar.

Summary of Net Income (Loss)


For the full year ended December 31, 2014	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		26,453			35,152			—		35,152
Total operating expenses		(31,698	)		(42,122	)		—		(42,122	)
Operating income (loss)		(5,245	)		(6,970	)		—		(6,970	)
Financial gain (loss)		7,095			9,428			—		9,428
Income tax		—			—			—		—
Income (loss) from continuing operations		1,850			2,458			—		2,458
Loss from discontinued operations		(2,822	)		(3,750	)		—		(3,750	)
Net income (loss)		(972	)		(1,292	)		—		(1,292	)

(a)	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), i.e. 0.75254 euro for 1 dollar in 2014.


For the full year ended December 31, 2015	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		56,385			62,565			—		62,565
Total operating expenses		(84,309	)		(93,549	)		—		(93,549	)
Operating income (loss)		(27,924	)		(30,984	)		—		(30,984	)
Financial gain (loss)		7,550			8,378			—		8,378
Income tax		—			—			—		—
Income (loss) from continuing operations		(20,373	)		(22,606	)		—		(22,606	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(20,373	)		(22,606	)		—		(22,606	)

(a)	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), i.e 0.90121 euro for 1 dollar in 2015.


For the full year ended December 31, 2016	Consolidated financial statement as reported (€ in thousand)			Consolidated financial statement as reported converted (a) ($ in thousand)			Adjustments		Consolidated financial statement ($ in thousand)
Total revenues and other income		51,007			56,444			—		56,444
Total operating expenses		(111,824	)		(123,746	)		—		(123,746	)
Operating income (loss)		(60,818	)		(67,302	)		—		(67,302	)
Financial gain (loss)		42			46			—		46
Income tax		—			—			—		—
Income (loss) from continuing operations		(60,776	)		(67,255	)		—		(67,255	)
Loss from discontinued operations		—			—			—		—
Net income (loss)		(60,776	)		(67,255	)		—		(67,255	)

(a)	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), i.e. 0.90366 euro for 1 dollar in 2016.

Information concerning the Group's Consolidated Operations (Tables)

12 Months Ended

Dec. 31, 2017

Revenues By Country of Origin and Other Income

Revenues by country of origin and other income

For the year ended December 31,

2015

2016

2017

$ in thousands

From France

55,816

44,409

24,680

From USA

399

508

Revenues

55,864

44,808

25,188

Research tax credit

5,591

10,038

8,327

Subsidies and other

1,110

1,599

201

Other income

6,701

11,637

8,528

Total revenues and other income

62,565

56,444

33,715

Revenues by Nature

Revenues by nature


	For the year ended December 31,
	2015		2016		2017
	$ in thousands
Recognition of previously deferred upfront payments		23,864		20,856		14,875
Other revenues		29,716		21,035		7,945

Collaboration agreements		53,580		41,891		22,821

Licenses		2,236		2,771		2,270
Products & services		48		145		97

Total revenues		55,864		44,808		25,188

Details of Operating Expenses by Nature

Details of operating expenses by nature


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Royalty expenses		(2,746	)		(1,777	)		(2,620	)

	For the year ended December 31,
Research and development expenses	2015			2016			2017

	$ in thousands
Wages and salaries		(10,151	)		(11,924	)		(12,986	)
Social charges on free shares and stock option grants		(8,626	)		(3,851	)		(1,088	)
Non-cash stock based compensation expense		(20,563	)		(33,207	)		(23,832	)

Personnel expenses		(39,341	)		(48,982	)		(37,906	)

Purchases and external expenses		(16,920	)		(27,720	)		(38,458	)
Other		(1,893	)		(1,756	)		(2,863	)

Total research and development expenses		(58,154	)		(78,458	)		(79,227	)


	For the year ended December 31,
Selling, general and administrative expenses	2015			2016			2017
	$ in thousands
Wages and salaries		(3,959	)		(4,978	)		(7,019	)
Social charges on free shares and stock option grants		(4,937	)		(3,130	)		(881	)
Non-cash stock based compensation expense		(12,839	)		(25,415	)		(26,586	)

Personnel expenses		(21,735	)		(33,523	)		(34,486	)

Purchases and external expenses		(6,765	)		(8,854	)		(9,138	)
Other		(1,723	)		(1,035	)		(1,126	)

Total selling, general and administrative expenses		(30,223	)		(43,413	)		(44,750	)


	For the year ended December 31,
Personnel expenses		2015		2016		2017

	$ in thousands
Wages and salaries		(14,110	)	(16,902	)	(20,005	)
Social charges on free shares and stock option grants		(13,564	)	(6,981	)	(1,969	)
Non-cash stock based compensation expense		(33,402	)	(58,622	)	(50,418	)

Total personnel expenses		(61,076	)	(82,505	)	(72,392	)

Details of Financial Income and Expenses

Details of financial income and expenses


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Interest income		1,094			1,630			1,974
Foreign exchange gain		9,094			4,832			1,185
Other financial income		65			689			4,102

Total financial income		10,253			7,147			7,262

Interest expenses		(1	)		—			—
Interest expenses for finance lease		(23	)		(7	)		(4	)
Foreign exchange loss		(1,846	)		(4,201	)		(17,734	)
Other financial expenses		(6	)		(2,895	)		(556	)

Total financial expenses		(1,876	)		(7,101	)		(18,294	)

Total		8,378			46			(11,032	)

Disclosure of Income Tax (Expense or Income)

Tax proof


	For the year ended December 31,
	2015			2016			2017
	$ in thousands
Income (loss) before taxes from continuing operations		(22,606	)		(67,255	)		(103,683	)
Theoretical group tax rate		34.43	%		34.43	%		34.43	%

Theoretical tax benefit (expense)		7,783			23,156			35,698

Increase/decrease in tax benefit arising from:
Permanent differences		6,426			124			293
Research tax credit		1,926			3,082			2,926
Share-based compensation & other IFRS adjustments		(11,500	)		(20,184	)		(8,297	)
Non recognition of deferred tax assets related to tax losses and temporary differences		(4,627	)		(6,158	)		(30,713	)
Other differences		(9	)		(20	)		92

Effective tax expense		—			—			—

Effective tax rate		0.00	%		0.00	%		0.00	%

Disclosure of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities


	As of December 31,
	2015			2016			2017
	$ in thousands
Credits and net operating loss carryforwards		37,719			41,985			51,640
Pension commitments		164			193			548
Leases		(126	)		(54	)		(12	)
Impairment of assets		16			14			10
Other		284			894			604
Valuation allowance on deferred tax assets		(38,057	)		(43,032	)		(52,790	)

Total	—			—			—

Summary of Key Performance Indicators by Reportable Segments

Details of key performance indicators by reportable segment


	For the year ended December 31, 2015									For the year ended December 31, 2016									For the year ended December 31, 2017
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
Segment revenues and other income (1)		49			65,159			65,208			716			59,458			60,173			914			35,584			36,498
Inter-segment revenues (1)		—			(2,643	)		(2,643	)		(130	)		(3,599	)		(3,729	)		(167	)		(2,615	)		(2,782	)

External revenues and other income		49			62,516			62,565			585			55,859			56,444			747			32,969			33,715

Research and development expenses		(2,874	)		(55,280	)		(58,154	)		(4,112	)		(74,345	)		(78,458	)		(6,057	)		(73,170	)		(79,227	)
Selling, general and administrative expenses		(1,834	)		(28,390	)		(30,223	)		(4,809	)		(38,603	)		(43,413	)		(13,143	)		(31,607	)		(44,750	)
Royalties and other operating income and expenses		(272	)		(4,899	)		(5,171	)		(474	)		(1,402	)		(1,876	)		(384	)		(2,005	)		(2,389	)

Total operating expenses		(4,980	)		(88,569	)		(93,549	)		(9,395	)		(114,351	)		(123,746	)		(19,584	)		(106,782	)		(126,366	)

Operating income (loss) before tax		(4,931	)		(26,053	)		(30,984	)		(8,810	)		(58,492	)		(67,302	)		(18,837	)		(73,813	)		(92,650	)

Financial gain (loss)		259			8,119			8,378			87			(41	)		46			—			(11,033	)		(11,032	)

Net income (loss)		(4,672	)		(17,934	)		(22,606	)		(8,722	)		(58,533	)		(67,255	)		(18,837	)		(84,846	)		(103,683	)

Non controlling interests		—			(190	)		(190	)		—			—			—			4,315			—			4,315

Net income (loss) attributable to shareholders of Cellectis		(4,672	)		(18,124	)		(22,796	)		(8,722	)		(58,533	)		(67,255	)		(14,522	)		(84,846	)		(99,368	)

Adjustment of share-based compensation attributable to shareholders of Cellectis		789			32,613			33,402			1,098			57,524			58,622			5,957			42,968			48,925

Adjusted net income (loss) attributable to shareholders of Cellectis		(3,883	)		14,489			10,606			(7,625	)		(1,009	)		(8,633	)		(8,565	)		(41,877	)		(50,442	)

Depreciation and amortization		(99	)		(1,838	)		(1,937	)		(345	)		(1,866	)		(2,211	)		(551	)		(2,820	)		(3,371	)
Additions to tangible and intangible assets		526			3,886			4,413			10,410			4,164			14,573			792			1,849			2,642
Impairment of tangible assets		—			—			—			—			—			—			—			(798	)		(798	)

(1)

Summary of Reconciliation of Plant Segment Result of Operations

Reconciliation of Plant Segment result of operations for the year ended December 31, 2017


$ in thousands	For the full year ended December 31, 2017
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation (1)		Cellectis and Calyxt equity award IFRS/US GAAP difference : Non cash stock-based compensation (1)			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		747			—		—			167			(405	)		(1	)		508

Research and development expenses		(6,057	)		1,134		(6,086	)		—			(563	)		16			(11,556	)
Selling, general and administrative expenses		(13,143	)		6,316		(6,006	)		(2,501	)		436			157			(14,741	)
Royalties and other operating income and expenses		(384	)		—		—			(114	)		504			(7	)		—

Total operating expenses		(19,584	)		7,450		(12,092	)		(2,615	)		378			166			(26,297	)

Operating income (loss) before tax		(18,837	)		7,450		(12,092	)		(2,448	)		(27	)		165			(25,789	)

Financial gain (loss)		—			—		—			(1	)		27			(218	)		(191	)

Net income (loss)		(18,837	)		7,450		(12,092	)		(2,449	)		—			(53	)		(25,980	)

Reconciliation of Plant Segment result of operations for the year ended December 31, 2016


$ in thousands	For the year ended December 31, 2016
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation		Cellectis equity award IFRS/US GAAP difference : Non cash stock-based compensation			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		585			—		—			131			(317	)		—			399

Research and development expenses		(4,112	)		477		(928	)		—			(1,058	)		(17	)		(5,638	)
Selling, general and administrative expenses		(4,809	)		621		(20	)		(3,443	)		945			37			(6,670	)
Royalties and other operating income and expenses		(474	)		—		—			(155	)		430			(1	)		(200	)

Total operating expenses		(9,395	)		1,098		(948	)		(3,598	)		317			19			(12,508	)

Operating income (loss) before tax		(8,810	)		1,098		(948	)		(3,468	)		—			19			(12,109	)

Financial gain (loss)		87			—		—			(64	)		—			(1	)		23

Net income (loss)		(8,722	)		1,098		(948	)		(3,532	)		—			18			(12,086	)

Reconciliation of Plant Segment result of operations for the year ended December 31, 2015


$ in thousands	For the year ended December 31, 2015
$ in thousands	Cellectis Consolidated financial statements Reportable segments note (IFRS)			Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation		Cellectis equity award IFRS/US GAAP difference : Non cash stock-based compensation			Intersegment transactions (2)			Reclassifications (3)			Other (4)			Calyxt Stand alone financial statements (US GAAP)
External revenues and other income		49			—		—			72			(72	)		1,223			1,272

Research and development expenses		(2,874	)		384		(583	)		—			8			298			(2,766	)
Selling, general and administrative expenses		(1,834	)		405		(109	)		(2,568	)		535			—			(3,569	)
Royalties and other operating income and expenses		(272	)		—		—			(75	)		(403	)		(1	)		(751	)

Total operating expenses		(4,980	)		789		(692	)		(2,643	)		141			297			(7,086	)

Operating income (loss) before tax		(4,931	)		789		(692	)		(2,571	)		69			1,521			(5,813	)

Financial gain (loss)		259			—		—			(261	)		(69	)		(4	)		(75	)

Net income (loss)		(4,672	)		789		(692	)		(2,832	)		—			1,517			(5,889	)

(1)

(2)

(3)	Reclassifications relate to expenses, which are classified differently under IFRS for Cellectis’ consolidated financials and U.S. GAAP for Calyxt’s stand-alone financial statements.

(4)

Intangible assets (Tables)

12 Months Ended

Dec. 31, 2017

Details Information About Intangible Assets

Details of intangible assets


	Software and Patents			Assets under construction			Total
Net book value as of January 1, 2015		1,246			—			1,246

Change in scope		—			—			—
Additions to intangible assets		97			—			97
Depreciation expense		(174	)		—			(174	)
Translation adjustments		(127	)		—			(127	)

Net book value as of December 31, 2015		1,041			—			1,041

Gross value at end of period		2,194			—			2,194
Accumulated depreciation and impairment at end of period		(1,153	)		—			(1,153	)
Net book value as of January 1, 2016		1,041			—			1,041

Additions to intangible assets		212			439			652
Disposal of intangible assets		(74	)		—			(74	)
Depreciation expense		(226	)		—			(226	)
Translation adjustments		(28	)		(21	)		(49	)

Net book value as of December 31, 2016		924			419			1,343

Gross value at end of period		2,256			419			2,675
Accumulated depreciation and impairment at end of period		(1,332	)		—			(1,332	)
Net book value as of January 1, 2017		924			419			1,343

Additions to intangible assets		6			135			141
Depreciation expense		(231	)		—			(231	)
Translation adjustments		112			66			178

Net book value as of December 31, 2017		811			619			1,431

Gross value at end of period		2,571			517			3,190
Accumulated depreciation and impairment at end of period		(1,759	)		—			(1,759	)

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Property Plant and Equipment Estimated Useful Lives

The estimated useful lives are as follows:


• Buildings and other outside improvements		10-20 years
• Leasehold improvements		5-10 years
• Office furniture		10 years
• Laboratory equipment		3-10 years
• Office equipment		5 years
• IT equipment		3 years

Details of Property, Plant and Equipment

Details of 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, 2015		1,416			1,703			50			—			3,169

Additions to tangible assets		1,477			2,488			331			186			4,481
Disposal of tangible assets		—			118			—			—			118
Depreciation expense		(681	)		(1,023	)		(58	)		—			(1,761	)
Reclassification		—			(19	)		20			—			1
Translation adjustments		(139	)		(370	)		(3	)		(4	)		(517	)

Net book value as of December 31, 2015		2,072			2,897			340			182			5,490

Gross value at end of period		4,065			11,686			836			182			16,769
Accumulated depreciation and impairment at end of period		(1,993	)		(8,790	)		(496	)		—			(11,280	)
Net book value as of January 1, 2016		2,072			2,897			340			182			5,490

Additions to tangible assets		11,164			1,076			562			902			13,704
Disposal of tangible assets		—			(3	)		(1	)		(183	)		(186	)
Depreciation expense		(741	)		(1,077	)		(167	)		—			(1,986	)
Reclassification		—			3			(3	)		—			—
Translation adjustments		(59	)		(38	)		(23	)		(4	)		(122	)

Net book value as of December 31, 2016		12,436			2,858			707			898			16,900

Gross value at end of period		15,085			10,634			1,104			898			27,721
Accumulated depreciation and impairment at end of period		(2,649	)		(7,775	)		(397	)		—			(10,821	)
Net book value as of January 1, 2017		12,436			2,858			707			898			16,900

Additions to tangible assets		718			701			203			878			2,501
Disposal of tangible assets		(9,243	)		(103	)		2			(109	)		(9,453	)
Reclassification		14			47			18			(79	)		—
Depreciation expense		(972	)		(1,126	)		(245	)		(798	)		(3,140	)
Translation adjustments		206			127			68			18			418

Net book value as of December 31, 2017		3,159			2,505			753			809			7,226

Gross value at end of period		6,936			12,114			1,447			1,606			22,103
Accumulated depreciation and impairment at end of period		(3,777	)		(9,609	)		(693	)		(798	)		(14,877	)

Details of Finance Lease

Details of finance lease


	As of December 31,
	2016			2017
	$ in thousands
Gross value		4,171			4,448
Accumulated depreciation		(3,946	)		(4,366	)

Net		225			82

Financial assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Financial Assets and Liabilities

The following table shows the carrying amounts and fair values of financial assets and financial liabilities.


	Accounting category				Book value on the statement of financial position		Fair Value
2016	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		691		691		691
Trade receivables		—		3,627		3,627		3,627
Subsidies receivables		—		8,723		8,723		8,723
Current financial assets		36,592		—		36,592		36,592
Cash and cash equivalents		254,568		—		254,568		254,568

Total financial assets		291,159		13,042		304,201		304,201

Financial liabilities
Non-current financial liabilities		—		30		30		30
Current financial liabilities		1,692		38		1,730		1,730
Trade payables		—		9,722		9,722		9,722
Other current liabilities		—		5,196		5,196		5,196

Total financial liabilities		1,692		14,986		16,678		16,678


	Accounting category				Book value on the statement of financial position		Fair Value
2017	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		1,004		1,004		1,004
Trade receivables		—		2,753		2,753		2,753
Subsidies receivables		—		9,524		9,524		9,524
Current financial assets		40,602		—		40,602		40,602
Cash and cash equivalents		256,380		—		256,380		256,380

Total financial assets		296,982		13,281		310,263		310,263

Financial liabilities
Non-current financial liabilities		—		13		13		13
Current financial liabilities		—		21		21		21
Trade payables		—		9,460		9,460		9,460
Other current liabilities		—		6,570		6,570		6,570

Total financial liabilities		—		16,064		16,064		16,064

Summary of Derivative Financial Instruments

As of December 31, 2016, we held the following derivative financial instruments, denominated in US dollars:


2016	Notional		Fair Value			Maturity
	$ in thousands
USD forward sale contracts		44,914		(1,776	)		2017 to 2018
USD forward purchase contracts		—		—			—

Total derivative financial instruments				(1,776	)

of which :
Derivative financial assets				—
Derivative financial liabilities				(1,776	)

As of December 31, 2017, we held the following derivative financial instruments, denominated in US dollars:


2017	Notional		Fair Value		Maturity
	$ in thousands
USD forward sale contracts		18,775		558		2018
USD forward purchase contracts		—		—		—

Total derivative financial instruments				558

of which :
Derivative financial assets				558
Derivative financial liabilities				—

Trade receivables and other current assets (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of Trade Receivables

9.1 Trade receivables


	As of December 31,			As of December 31,
	2016			2017
	$ in thousands
Trade receivables		3,914			3,079
Valuation allowance		(287	)		(326	)

Total net value of trade receivables		3,627			2,753

Disclosure of Subsidies Receivables

9.2 Subsidies receivables


	As of December 31,			As of December 31,
	2016			2017
	$ in thousands
Research tax credit		8,389			9,039
Other subsidies		1,500			1,812
Valuation allowance for other subsidies		(1,166	)		(1,326	)

Total		8,723			9,524

Disclosure of Other Current Assets

9.3 Other current assets


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
VAT receivables		1,605		1,543
Prepaid expenses and other prepayments		6,615		8,304
Tax and social receivables		285		873
Deferred expenses and other current assets		363		2,993

Total		8,870		13,713

Current financial assets and Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Current Financial Assets and Cash and Cash Equivalents


As of December 31, 2016	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		36,592		—		36,592
Cash and cash equivalents		254,567		—		254,567

Current financial assets and cash and cash equivalents		291,159		—		291,159


As of December 31, 2017	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		40,602		—		40,602
Cash and cash equivalents		256,380		—		256,380

Current financial assets and cash and cash equivalents		296,982		—		296,982

Details of Cash and Cash Equivalents

Details of cash and cash equivalents


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Cash and bank accounts		222,089		219,368
Money market funds		12,451		13,026
Fixed bank deposits		20,028		23,986

Total cash and cash equivalents		254,568		256,380

Financial liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Detail of Financial Liabilities

Detail of financial liabilities


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Finance leases		30		13

Total non-current financial liabilities		30		13

Finance leases		38		21
Derivative instruments		1,692		—

Total current financial liabilities		1,730		21

Trade payables		9,722		9,460
Other current liabilities		5,197		6,570

Total Financial liabilities		16,678		16,064

Due Dates of the Financial Liabilities

Due dates of the financial liabilities


Balance as of December 31, 2017	Gross Amount		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Finance leases		34		21		13		—
Derivative instruments		—		—		—		—

Financial liabilities		34		21		13		—

Trade payables		9,460		9,460		—		—
Other current liabilities		6,570		6,570		—

Total financial liabilities		16,064		16,051		13		—

Other current liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Other Current Liabilities


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
VAT Payables		192		9
Accruals for personnel related expenses		4,140		5,982
Other		864		579

Total		5,196		6,570

Deferred revenues and deferred income (Tables)

12 Months Ended

Dec. 31, 2017

Details of Deferred Revenues and Deferred Income

Details of deferred revenues and deferred income


	As of December 31,		As of December 31,
	2016		2017
	$ in thousands
Deferred revenues		38,768		26,056
Lease incentive		161		—

Total Deferred revenue and deferred income		38,929		26,056

Capital (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Classes of Share Capital

Share Capital			Share premium		Number of shares		Nominal value
	$ in thousands							in $
Balance as of January 1, 2015		2,014		263,100		29,446,721			0.05
Capital increase by issuance of common shares (IPO Nasdaq)		297		209,899		5,500,000			—
Capital increase by issuance of ordinary shares (BSA, BSPCE, SO and free shares)		13		4,325		231,893			—
Non-cash stock based compensation expense		—		32,614		—			—

Balance as of December 31, 2015		2,323		509,938		35,178,614			0.05

Capital increase by issuance of ordinary shares (BSA, BSPCE, and free shares)		9		723		156,446			—
Non-cash stock based compensation expense		—		57,524		—			—

Balance as of December 31, 2016		2,332		568,185		35,335,060			0.05

Capital increase by issuance of ordinary shares (BSA, BSPCE, SO and free shares)		35		2,921		625,002			—
Share based compensation		—		42,968		—			—
Other movements		—		(37	)	—			—

Balance as of December 31, 2017		2,367		614,037		35,960,062			0.05

Schedule of Share Warrants and Non-employee Warrants


Date	Type	Number of warrants/shares oustanding as of 01/01/2017		Number of warrants/shares granted		Number of warrants/shares vested/exercised		Number of warrants/shares voided		Number of warrants/shares oustanding as of 12/31/2017		Maximum of shares to be issued		Number of warrants/shares exercisable as of 12/31/2017
07/20/2007	BSPCE C		126,292		—		126,179		113		—		—		—
02/28/2008	BSPCE D		1,867		—		—		—		1,867		1,939		1,867
07/27/2010	BSPCE E		19,702		—		—		—		19,702		20,464		19,702
03/19/2013	Free shares		2,000		—		2,000		—		—		—		—
01/08/2015	Free shares		50,000		—		50,000		—		—		—		—
03/12/2014	Free shares		440,550		—		414,950		10,000		15,600		15,600		—
03/24/2015	Stock Options		1,763,840		—		—		14,785		1,749,055		1,749,055		1,206,528
03/27/2015	BSA		180,000		—		—		—		180,000		180,000		120,000
05/18/2015	BSA		50,000		—		—		—		50,000		50,000		33,333
09/08/2015	BSA		274,200		—		—		—		274,200		274,200		182,800
09/08/2015	Stock Options		1,868,800		—		—		66,800		1,802,000		1,802,000		1,061,625
03/14/2016	BSA		187,200		—		—		—		187,200		187,200		62,400
03/14/2016	Stock Options		2,030,587		—		17,544		67,095		1,945,948		1,945,948		799,849
10/28/2016	BSA		188,000		—		—		40,000		148,000		148,000		49,333
10/28/2016	Stock Options		2,773,028		—		14,329		143,098		2,615,601		2,615,601		754,770
11/10/2017	BSA		—		240,000		—		—		240,000		240,000		—
11/10/2017	Stock Options		—		1,220,000		—		—		1,220,000		1,220,000		—
Total			9,956,066		1,460,000		625,002		341,891		10,449,173		10,450,007		4,292,208

Schedule of Information Relating to Subsidiaries that Reported Non-Controlling Interest

The following table summarizes the information relating to each of our subsidiaries that reported non-controlling interest (“NCI”):


	CALYXT
	2016			2017
	$ in thousands
Revenue		585			747
Net Profit (Loss)		(8,732	)		(18,837	)

Net Profit (Loss) attributable to NCI		—			(4,315	)

Other comprehensive income		1,259			(5,856	)
Total comprehensive income		(7,473	)		(24,693	)

Total comprehensive income attributable to NCI		(12	)		(4,723	)

Current assets		5,626			59,753
Non-current assets		10,967			2,072
Current liabilities		1,746			3,027
Non-current liabilities		—			—

Net assets		18,339			64,852

Net assets attributable to NCI		—			13,145

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2017

Non-Cash Share-based Compensation Expense


Non-cash share-based compensation expense	Free shares 2014 and before		Free shares 2015		Stock options 2015		BSA 2015		Stock options Calyxt 2015		Stock options 2016		BSA 2016		Stock options Calyxt 2016		Stock options 2017		BSA 2017		Stock options Calyxt 2017		RSU Calyxt 2017		Total
For the year ended	Free shares 2014 and before		Free shares 2015		Stock options 2015		BSA 2015		Stock options Calyxt 2015		Stock options 2016		BSA 2016		Stock options Calyxt 2016		Stock options 2017		BSA 2017		Stock options Calyxt 2017		RSU Calyxt 2017		Total
	$ in thousands
December 31, 2015		407		4,739		25,205		2,261		790		—		—		—		—		—		—		—		33,402
December 31, 2016		102		7,160		29,985		3,436		321		15,616		1,224		777		—		—		—		—		58,622
December 31, 2017		1		2,618		12,588		1,571		164		23,704		1,459		611		546		481		1,977		4,697		50,418

The key terms and conditions related to these warrants are provided in the table below.


Date of grant	03/27/2015			03/27/2015			05/18/2015			09/08/2015			03/14/2016			10/28/2016			11/10/2017
Vesting period (years)		Graded			Graded			Graded			Graded			Graded			Graded			Graded
Plan expiration date		03/27/2025			03/27/2025			05/18/2025			09/08/2025			03/14/2026			10/28/2026			11/10/2027
Number of warrants granted		130,000			50,000			50,000			274,200			229,361			188,000			240,000
Share entitlement per warrant		1			1			1			1			1			1			1
Exercise price (in euros per share)		38.45			38.45			29.58			28.01			27.37			18.68			24.34
Valuation method used		Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes
Grant date share fair value (in euros per share)		32.15			28.17			28.17			28.59			22.48			16.42			24.95
Expected volatility		59.1	%		59.1	%		59.1	%		60.5	%		62.8	%		63.1	%		64.7	%
Average life of warrant		6.00			5.83			6.00			6.00			6.00			6.00			6.00
Discount rate		0.42	%		0.94	%		0.94	%		0.43	%		0.04	%		0.00	%		0.12	%
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a			n.a			n.a
Fair value per warrant (in euros per share)		13.95			11.10			13.51			14.24			10.51			7.88			13.20

BSPCE [Member]


Date of grant (Board of Directors)	07/27/2010			07/27/2010			07/27/2010
Vesting period (years)		1			2			3
Plan expiration date		07/27/2020			07/27/2020			07/27/2020
Number of BSPCE granted		19,702			19,702			19,704
Share entitlement per BSPCE		1			1			1
Exercise price (in euros per share)		8.28			8.28			8.28
Valuation method used		Black-Scholes			Black-Scholes			Black-Scholes
Grant date share fair value (in euros per share)		8.28			8.28			8.28
Expected volatility		54	%		54	%		54	%
Average life of BSPCE		5.5			6.0			6.5
Discount rate		3.14	%		3.14	%		3.14	%
Expected dividends		0	%		0	%		0	%
Performance conditions		NA			NA			NA
Fair value per BSPCE (in euros per share)		5.52			5.52			5.52

Free Shares [member]

Date of grant (Board of Directors)	09/18/2012			03/19/2013			03/19/2014			01/08/2015			05/18/2015			05/18/2015
Vesting period (years)		2			2			2			2			2			4
Number of Free shares granted		102,099			102,000			100,000			50,000			426,300			24,100
Share entitlement per Free share		1			1			1			1			1			1
Grant date share fair value (in euros per share)		5.37			6.86			6.16			19.10			28.17			28.17
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a			n.a

Stock Options [Member]

Stock Options [Member] | Cellectis Bioresearch Inc. [Member]

The stock options are subject to a two-year vesting period for French employees and four years for foreign citizens.


Date of grant	03/24/2015			09/08/2015			03/14/2016			10/28/2016			10/11/2017
Vesting period		Graded			Graded			Graded			Graded			Graded
Plan expiration date		03/24/2025			08/09/2025			03/14/2026			10/28/2026			11/10/2027
Number of options granted		1,892,300			1,982,300			2,060,602			2,773,028			1,220,000
Share entitlement per options		1			1			1			1			1
Exercise price (in euros per share)		38.45			27.55			22.44			17.90			22.57
Valuation method used		Black-Scholes			Black-Scholes			Black-Scholes			Black-Scholes			Black-Scholes
Grant date share fair value (in euros per share)		40.00			28.59			22.48			16.42			24.01
Expected volatility		59.8	%		59.9	%		62.8	%		63.2	%		65.6	%
Average life of options		6.11			6.11			6.11			6.12			6.12
Discount rate		0.16	%		0.42	%		0.03	%		0.00	%		0.03	%
Expected dividends		0	%		0	%		0	%		0	%		0	%
Performance conditions		n.a			n.a			n.a			n.a			n.a
Fair value per options (in euros per share)		22.02			15.86			12.65			8.96			14.30

The key terms and conditions related to these options are provided in the table below.


Date of grant	Employees 12/03/2014 (a)			Managers 12/03/2014 (b)			09/08/2015 (c)			04/07/2016 (d)			06/14/2017 (e)
Vesting period		Graded			Graded			Graded			Graded			Graded
Plan expiration date		12/03/2024			12/03/2024			09/08/2025			04/07/2026			06/14/2027
Number of options granted		71,050			159,250			113,925			1,678,250			2,119,698
Share entitlement per options		1			1			1			1			1
Exercise price (in $ per share)		3.71			3.71			21.83			3.59			13.29
Valuation method used		Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes			Black- Scholes
Grant date share fair value (in $ per share)		3.71			3.71			21.83			3.59			13.29
Expected volatility		48.0	%		48.0	%		54.3	%		30.0	%		25.0	%
Average life of options		6.16			6.04			5.53			5.74			6.57
Discount rate		1.74	%		1.74	%		1.65	%		1.41	%		1.96	%
Expected dividends		0	%		0	%		0	%		0	%		0	%
Performance conditions		Trigger event	*		Trigger event	*		Trigger event	*		Trigger event	*		n.a
Fair value per options (in $ per share)		1.78			1.76			10.93			1.11			4.00

(a)	the options granted on December 3, 2014, shall vest as follows for employees:

•

25% of the total number of shares on April 10, 2015;

•

25% at the date of a triggering event or initial public offering;

•

100% in the event of termination without cause of resignation for good reason in the case of a change of control.

(b)	the options granted on December 3, 2014, shall vest as follows for managers and consultants:

•

20% of the total number of shares on January 3, 2015;

•

20% of the total number of shares on April 10, 2015;

•

25% at the date of a triggering event or initial public offering;

•

100% in the event of termination without cause of resignation for good reason in the case of a change of control.

(c)	the options granted on September 8, 2015, shall vest as follows:

•

20% of the total Number of Shares on September 8, 2015;

•

20% of the total Number of Shares on September 8, 2016; and

•

5% of the Total Number of Shares on the last day of each calendar quarter beginning from the fourth quarter of 2016;

•

25% at the date of a triggering event or initial public offering.

(d)	the options granted on April 7, 2016 shall vest as follows:

•

C-Level; “VP” and Consultants

•

20% of the total Number of Shares on April 7, 2016;

•

10% of the total Number of Shares on April 7, 2017;

•

5% of the total Number of Shares on the last day of each calendar quarter beginning from the second quarter 2017;

•

25% of additional vesting in case of triggering event or initial public offering; and

•

100% in the event of termination without cause or resignation for good reason in the case of a change of control.

•

Heads of department and Analysts

•

20% of the total Number of Shares on April 7, 2017;

•

10% of the total Number of Shares on April 7, 2018;

•

5% of the total Number of Shares on the last day of each calendar quarter beginning from the second quarter 2018.

(e)	the Calyxt options granted on June 14, 2017, shall vest as follows:

•

C-Level, Directors and Consultants

•

15% of the total Number of Shares on June 14, 2018;

•

15% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

•

CFO and CCO

•

20% of the total Number of Shares on June 14, 2017;

•

10% of the total Number of Shares on June 14, 2018;

•

5% vest each quarter after the first anniversary of the grant.

•

Employees

•

15% of the total Number of Shares on June 14, 2018;

•

10% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

RSU Calyxt 2017 [Member]

The key terms and conditions related to these options are provided in the table below.


Date of grant	06/14/2017 (a)
Vesting period		Graded
Number of RSU granted		1,452,333
Share entitlement per RSU		1
Grant date share fair value (in $ per share)		13.29
Expected dividends		0	%
Performance conditions		n.a

(a)	the Calyxt RSU granted on June 14, 2017 shall vest as follows:

•

C-Level, Directors and Consultants

•

15% of the total Number of Shares on June 14, 2018;

•

15% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

•

CFO and CCO

•

20% of the total Number of Shares on June 14, 2017;

•

10% of the total Number of Shares on June 14, 2018;

•

5% vest each quarter after the first anniversary of the grant.

•

Employees

•

15% of the total Number of Shares on June 14, 2018;

•

10% of the total Number of Shares on June 14, 2019;

•

5% vest each quarter after the second anniversary of the grant.

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2017

Details of Earnings Per Share

Detail of earnings per share


	For the year ended December 31,
	2015			2016			2017
Net profit (loss) attributable to shareholders of Cellectis ($ in thousands)		(22,796	)		(67,255	)		(99,368	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net profit per share		34,149,908			35,274,890			35,690,636
Basic / Diluted net profit (loss) per share ($ / share)
Basic net profit (loss) per share ($ /share)		(0.67	)		(1.91	)		(2.78	)
Diluted net profit (loss) per share ($ /share)		(0.67	)		(1.91	)		(2.78	)

Provisions (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Estimation of Retirement Indemnity to Employee

Details of Provisions

Details of provisions


	01/01/2016		Additions		Amounts used during the period			Reversals			OCI			12/31/2016
	$ in thousands
Pension		476		75		—			—			10			560
Employee litigation and severance		761		276		(641	)		(281	)		6			121
Commercial litigation		243		374		—			(129	)		(19	)		468
Redundancy plan		35		—		(17	)		(12	)		—			6

Total		1,513		724		(657	)		(423	)		(3	)		1,154

Non-current provisions		476		75		—			—			10			560
Current provisions		1,037		649		(658	)		(423	)		(12	)		594


	01/01/2017		Additions		Amounts used during the period			Reversals			OCI		12/31/2017
	$ in thousands
Pension		560		949		—			—			683		2,193
Loss on contract		—		1,876		—			—			—		1,876
Employee litigation and severance		121		29		(50	)		(108	)		9		1
Commercial litigation		468		552		(102	)		(215	)		79		782
Redundancy plan		6		—		—			—			1		7

Total		1,154		3,406		(152	)		(323	)		773		4,858

Non-current provisions		560		2,186		—			—			683		3,430
Current provisions		594		1,220		(152	)		(323	)		89		1,427

As part of the estimation of the retirement indemnity to employee, the following assumptions were used for all categories of employees:


	2015			2016			2017
% social security contributions		45.00	%		45.00	%		45.00	%
Salary increases		2.00	%		2.00	%		3.50	%
Discount rate		2.00	%		1.75	%		1.75	%
Terms of retirement		voluntary retirement
Retirement age		65 years old			65 years old			65 years old

Summary of Net Defined Benefit Liability and Components

The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components.


	$ in thousands
As of January 1, 2015		(483	)

Current service cost		(54	)
Interest cost		(7	)
Actuarial gains and losses		(16	)
Reclassification/CTA		83
As of December 31, 2015		(477	)

Current service cost		(65	)
Interest cost		(9	)
Actuarial gains and losses		(31	)
Reclassification/CTA		20
As of December 31, 2016		(562	)

Current service cost		(925	)
Interest cost		(24	)
Actuarial gains and losses		(515	)
Reclassification/CTA		(168	)
As of December 31, 2017		(2,194	)

Commitments (Tables)

12 Months Ended

Dec. 31, 2017