Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Document - Document and Entity Information [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Trading Symbol | CLLS |
Entity Registrant Name | CELLECTIS S.A. |
Entity Central Index Key | 1,627,281 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 35,959,462 |
Statements of Consolidated Fina
Statements of Consolidated Financial Position - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Non-currentassets | ||
Intangible assets | $ 1,431 | $ 1,343 |
Property, plant, and equipment | 7,226 | 16,900 |
Other non-current financial assets | 1,004 | 691 |
Total non-current assets | 9,661 | 18,935 |
Current assets | ||
Inventories | 250 | 118 |
Trade receivables | 2,753 | 3,627 |
Subsidies receivables | 9,524 | 8,723 |
Other current assets | 13,713 | 8,870 |
Current financial assets | 40,602 | 36,592 |
Cash and cash equivalents | 256,380 | 254,568 |
Total current assets | 323,221 | 312,498 |
TOTAL ASSETS | 332,882 | 331,432 |
Shareholders' equity | ||
Share capital | 2,367 | 2,332 |
Premiums related to the share capital | 614,037 | 568,185 |
Treasury share reserve | (297) | (416) |
Currency translation adjustment | 1,978 | (22,174) |
Retained earnings (deficit) | (251,927) | (207,875) |
Net income (loss) | (99,368) | (67,255) |
Total shareholders' equity-Group Share | 266,791 | 272,795 |
Non-controlling interests | 19,113 | 1,876 |
Total shareholders' equity | 285,904 | 274,671 |
Non-current liabilities | ||
Non-current financial liabilities | 13 | 30 |
Non-current provisions | 3,430 | 560 |
Total non-current liabilities | 3,443 | 590 |
Current liabilities | ||
Current financial liabilities | 21 | 1,730 |
Trade payables | 9,460 | 9,722 |
Deferred revenues and deferred income | 26,056 | 38,929 |
Current provisions | 1,427 | 594 |
Other current liabilities | 6,570 | 5,196 |
Total current liabilities | 43,534 | 56,171 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 332,882 | $ 331,432 |
Statements of Consolidated Oper
Statements of Consolidated Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Profit or loss [Abstract] | ||||
Revenues | $ 25,188 | $ 44,808 | $ 55,864 | |
Other income | 8,528 | 11,637 | 6,701 | |
Total revenues and other income | 33,715 | 56,444 | 62,565 | $ 35,152 |
Operating expenses | ||||
Royalty expenses | (2,620) | (1,777) | (2,746) | |
Research and development expenses | (79,227) | (78,458) | (58,154) | |
Selling, general and administrative expenses | (44,750) | (43,413) | (30,223) | |
Other operating income and expenses | 232 | (99) | (2,425) | |
Total operating expenses | (126,366) | (123,746) | (93,549) | (42,122) |
Operating income (loss) | (92,650) | (67,302) | (30,984) | (6,970) |
Financial income | 7,262 | 7,147 | 10,253 | |
Financial expenses | (18,294) | (7,101) | (1,876) | |
Financial gain (loss) | (11,032) | 46 | 8,378 | 9,428 |
Income tax | 0 | 0 | 0 | 0 |
Net income (loss) | (103,683) | (67,255) | (22,606) | $ (1,292) |
Attributable to shareholders of Cellectis | (99,368) | $ (67,255) | (22,796) | |
Attributable to non-controlling interests | $ (4,315) | $ 190 | ||
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | ||||
Basic net income (loss) per share ($ /share) | $ (2.78) | $ (1.91) | $ (0.67) | |
Diluted net income (loss) per share ($ /share) | $ (2.78) | $ (1.91) | $ (0.67) |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of comprehensive income [Abstract] | |||
Net income (loss) | $ (103,683) | $ (67,255) | $ (22,606) |
Actuarial gains and losses | (515) | (30) | (15) |
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss | (515) | (30) | (15) |
Currency translation adjustment | 23,745 | (4,333) | (6,769) |
Other comprehensive income (loss) that will be reclassified subsequently to income or loss | 23,745 | (4,333) | (6,769) |
Total Comprehensive income (loss) | (80,453) | (71,618) | (29,391) |
Attributable to shareholders of Cellectis | (75,731) | (71,607) | (29,640) |
Attributable to non-controlling interests | $ (4,723) | $ (12) | $ 249 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss for the period | $ (103,683) | $ (67,255) | $ (22,606) |
Reconciliation of net loss and of the cash provided by (used in) operating activities Adjustments for | |||
Amortization and depreciation | 3,371 | 2,211 | 1,937 |
Net loss (income) on disposals | 40 | 65 | (11) |
Net financial loss (gain) | 11,032 | (46) | (8,378) |
Expenses related to share-based payments | 50,418 | 58,622 | 33,402 |
Provisions | 2,908 | (365) | (279) |
Other non cash items | 2 | (1,432) | |
Interest (paid) / received | 1,371 | 1,694 | 1,070 |
Operating cash flows before change in working capital | (34,540) | (6,507) | 5,135 |
Decrease (increase) in inventories | (109) | 50 | (25) |
Decrease (increase) in trade receivables and other current assets | (549) | (997) | 1,268 |
Decrease (increase) in subsidies receivables | 305 | (1,122) | (679) |
(Decrease) increase in trade payables and other current liabilities | (335) | (4,384) | 2,961 |
(Decrease) increase in deferred income | (17,099) | (19,750) | (5,070) |
Change in working capital | (17,787) | (26,203) | (1,544) |
Net cash flows provided by (used in) operating activities | (52,327) | (32,710) | 3,591 |
Cash flows from investment activities | |||
Proceeds from disposal of property, plant and equipment | 7,164 | 24 | 111 |
Sale (Acquisition) of subsidiaries net of cash disposed of | (3,162) | ||
Acquisition of intangible assets | (273) | (337) | (97) |
Acquisition of property, plant and equipment | (2,383) | (13,696) | (4,316) |
Net change in non-currentfinancial assets | (125) | 175 | (264) |
Sale (Acquisition) of current financial assets | (2,598) | (39,302) | |
Net cash flows provided by (used in) investing activities | 1,784 | (53,137) | (7,728) |
Cash flows from financing activities | |||
Increase in share capital net of transaction costs | 2,930 | 713 | 221,142 |
Shares of Calyxt issued to third parties | 38,257 | ||
Decrease in borrowings | (41) | (91) | (625) |
Treasury shares | 120 | (137) | 75 |
Net cash flows provided by financing activities | 41,266 | 485 | 220,591 |
(Decrease) increase in cash | (9,277) | (85,362) | 216,454 |
Cash and cash equivalents at the beginning of the year | 254,568 | 342,111 | 136,400 |
Effect of exchange rate changes on cash | 11,089 | (2,181) | (10,743) |
Cash and cash equivalents at the end of the period | $ 256,380 | $ 254,568 | $ 342,111 |
Statements of Changes in Consol
Statements of Changes in Consolidated Shareholders' Equity - USD ($) $ in Thousands | Total | Calyxt Inc [Member] | Calyxt Inc [Member]Cellectis [Member] | Share capital ordinary shares [member] | Premiums related to share capital [Member] | Treasury Shares [Member] | Currency Translation Adjustment [Member] | Retained Earnings (Deficit) [Member] | Income (Loss) [Member] | Attributable to Shareholders of Cellectis [Member] | Non controlling Interests [Member] |
Equity value | $ 73,801 | ||||||||||
Beginning balance at Dec. 31, 2014 | 72,272 | $ 2,014 | $ 263,100 | $ (354) | $ (11,024) | $ (179,962) | $ 27 | $ 73,801 | $ (1,529) | ||
Beginning balance, shares at Dec. 31, 2014 | 29,446,721 | ||||||||||
Net Loss | (22,606) | (22,796) | (22,796) | 190 | |||||||
Other comprehensive income (loss) | (6,785) | (6,829) | (15) | (6,844) | 59 | ||||||
Total Comprehensive income (loss) | (29,391) | (6,829) | (15) | (22,796) | (29,640) | 249 | |||||
Allocation of prior period loss | 27 | (27) | |||||||||
Capital Increase | 210,189 | $ 297 | 209,899 | (6) | 210,189 | ||||||
Capital Increase, Shares | 5,500,000 | ||||||||||
Purchase of non-controlling interests | (3,884) | (5,164) | (5,164) | 1,280 | |||||||
Treasury shares | 75 | 75 | 75 | ||||||||
Exercise of share warrants and employee warrants | 4,338 | 4,325 | 4,338 | ||||||||
Exercise of share warrants and employee warrants, amount | $ 13 | ||||||||||
Exercise of share warrants and employee warrants, shares | 231,893 | ||||||||||
Balance at end of year at Dec. 31, 2015 | 287,002 | $ 2,323 | 509,938 | (279) | (17,853) | (185,120) | (22,796) | 286,212 | 789 | ||
Ending balance, shares at Dec. 31, 2015 | 35,178,614 | ||||||||||
Non-cash stock-based compensation expense | 33,403 | 32,614 | 32,614 | 789 | |||||||
Equity value | 286,213 | ||||||||||
Net Loss | (67,255) | (67,255) | (67,255) | ||||||||
Other comprehensive income (loss) | (4,363) | (4,321) | (30) | (4,352) | (12) | ||||||
Total Comprehensive income (loss) | (71,618) | (4,321) | (30) | (67,255) | (71,607) | (12) | |||||
Allocation of prior period loss | (22,796) | 22,796 | |||||||||
Treasury shares | (137) | (137) | (137) | ||||||||
Exercise of share warrants and employee warrants | 726 | 723 | (6) | 726 | |||||||
Exercise of share warrants and employee warrants, amount | $ 9 | ||||||||||
Exercise of share warrants and employee warrants, shares | 156,446 | ||||||||||
Other movements | 77 | 77 | 77 | ||||||||
Balance at end of year at Dec. 31, 2016 | $ 274,671 | $ 2,332 | 568,185 | (416) | (22,174) | (207,875) | (67,255) | 272,795 | 1,876 | ||
Ending balance, shares at Dec. 31, 2016 | 156,446 | 35,335,060 | |||||||||
Non-cash stock-based compensation expense | $ 58,622 | 57,524 | 57,524 | 1,098 | |||||||
Equity value | 272,795 | ||||||||||
Net Loss | (103,683) | (99,368) | (99,368) | (4,315) | |||||||
Other comprehensive income (loss) | 23,230 | 24,152 | (515) | 23,637 | (408) | ||||||
Total Comprehensive income (loss) | (80,453) | 24,152 | (515) | (99,368) | (75,731) | (4,723) | |||||
Allocation of prior period loss | (67,255) | 67,255 | |||||||||
Capital Increase | $ 26 | (26) | |||||||||
Capital Increase, Shares | 466,950 | ||||||||||
Transaction with subsidiaries | 38,257 | 23,747 | 23,747 | 14,510 | |||||||
Treasury shares | 120 | 120 | 120 | ||||||||
Exercise of share warrants and employee warrants | 2,930 | 2,921 | 2,930 | ||||||||
Exercise of share warrants and employee warrants, amount | $ 9 | ||||||||||
Exercise of share warrants and employee warrants, shares | 158,052 | ||||||||||
Other movements | (38) | (37) | (1) | (38) | |||||||
Balance at end of year at Dec. 31, 2017 | $ 285,904 | $ 2,367 | 614,037 | $ (297) | $ 1,978 | $ (251,927) | $ (99,368) | 266,791 | 19,113 | ||
Ending balance, shares at Dec. 31, 2017 | 31,873 | 35,960,062 | |||||||||
Gross proceeds | $ 734,234 | $ 58,000 | |||||||||
Underwriting discounts and commissions | 3,100 | ||||||||||
Other offering expense | $ 3,300 | ||||||||||
Non-controlling shareholders interest | 20.30% | ||||||||||
Non-cash stock-based compensation expense | 50,418 | $ 42,968 | $ 42,968 | $ 7,450 | |||||||
Percentage of interest attributable to parent | 79.73% | ||||||||||
Equity value | $ 266,791 | $ 3,300 | $ 11,800 | ||||||||
Purchase price | $ 20,000 |
Statements of Changes in Conso7
Statements of Changes in Consolidated Shareholders' Equity (Parenthetical) - Share capital ordinary shares [member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capital Increase, Shares | 466,950 | 5,500,000 | |
Exercise of share warrants and employee warrants, amount | $ 9 | $ 9 | $ 13 |
Exercise of share warrants and employee warrants, shares | 158,052 | 156,446 | 231,893 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
The Company | Note 1. The Company Cellectis S.A. (hereinafter “Cellectis” or “we”) is a limited liability company (“société anonyme”) registered and domiciled in Paris, France. We are a clinical-stage biopharmaceutical company focused on developing a new generation of cancer immunotherapies. Our product candidates, based on gene-edited T-cells T-cells, |
Accounting principles
Accounting principles | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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” 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 (1,259 ) (1,529 ) — (1,529 ) Total shareholders’ equity 59,527 72,272 — 72,272 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 725 789 — 789 Total shareholders’ equity 263,619 287,002 — 287,002 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 1,779 1,876 — 1,876 Total shareholders’ equity 260,574 274,671 — 274,671 Total non-current 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 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 Non-controlling non-controlling From May 18, 2015 to July 24, 2017, there was no non-controlling Non-controlling 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 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 Grou
Information concerning the Group's Consolidated Operations | 12 Months Ended |
Dec. 31, 2017 | |
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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 Non-refundable non-cancelable, non-refundable fixed-fee co-contracting 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 Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting 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, 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 49 399 508 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 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 (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 (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 (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 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: • Plants: 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 12-month 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 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 non-cash 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 For the year ended For the year ended $ in thousands Plants Therapeutics Total Plants Therapeutics Total Plants Therapeutics Total 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 Cellectis Reportable Calyxt equity IFRS/US GAAP Cellectis and Calyxt equity award IFRS/US GAAP Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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 Cellectis Reportable Calyxt equity IFRS/US Cellectis IFRS/US Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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 Cellectis Reportable Calyxt equity IFRS/US Cellectis IFRS/US Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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 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 (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
Impairment tests | 12 Months Ended |
Dec. 31, 2017 | |
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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
Intangible assets | 12 Months Ended |
Dec. 31, 2017 | |
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Intangible assets | Note 5. Intangible assets Accounting policy Capitalization of development expenses In accordance with IAS 38 Intangible Assets • 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 Assets under 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
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2017 | |
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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 • Leasehold improvements 5-10 • Office furniture 10 years • Laboratory equipment 3-10 • 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 Details of property, plant and equipment Lands and Technical Fixtures, Assets 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 liabilitie
Financial assets and liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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Financial assets and liabilities | Note 7. Financial assets and liabilities 7.1 Accounting principles Financial assets Non-current 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 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 Fair Value 2016 Fair value Amortized cost $ in thousands Financial assets Non-current — 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 — 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 Fair Value 2017 Fair value Amortized cost $ in thousands Financial assets Non-current — 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 — 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 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
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
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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 cur
Trade receivables and other current assets | 12 Months Ended |
Dec. 31, 2017 | |
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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 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 Ca
Current financial assets and Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2017 | |
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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 Estimated fair $ 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 Estimated fair $ 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 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
Financial liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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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 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 One to Five More than Five $ 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
Other current liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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Other current liabilities | Note 12. Other current liabilities As of As of 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
Deferred revenues and deferred income | 12 Months Ended |
Dec. 31, 2017 | |
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Deferred revenues and deferred income | Note 13. Deferred revenues and deferred income Accounting policies As disclosed in Note 3, non-refundable 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 |
Capital
Capital | 12 Months Ended |
Dec. 31, 2017 | |
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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 Share Number of Nominal $ 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 — 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 — 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 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 Share warrants and non-employee 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 Number of Number of Number of Number of Maximum of shares to Number of 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 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 non-controlling 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 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 The following table summarizes the information relating to each of our subsidiaries that reported non-controlling 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 10,967 2,072 Current liabilities 1,746 3,027 Non-current — — 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 non-stock 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 |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2017 | |
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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 • October 11, 2017, 240,000 Cellectis warrants were granted to members of our board of directors. Non-cash • 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 • 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 Subsequent to the grant date of these instruments, on July 20, 2017, Calyxt executed a 2.45-to-1 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 Free Free Stock BSA Stock Stock BSA Stock Stock BSA Stock RSU Total For the year ended $ 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 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 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- Black- Black- Black- Black- Black- Black- 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- Black- Black- Black- Black- 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 Trigger Trigger Trigger 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 (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; • 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, • 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, • 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
Earnings per share | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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
Provisions | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 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 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 476 75 — — 10 560 Current provisions 1,037 649 (658 ) (423 ) (12 ) 594 01/01/2017 Additions Amounts used 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 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
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 1 - 3 3 - 5 More than 5 $ 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 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
Related parties | 12 Months Ended |
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 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 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. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Subsequent events | Note 20. Subsequent events None. |
Accounting principles (Policies
Accounting principles (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 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” |
Change in the presentation currency of the financial statements | 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 (1,259 ) (1,529 ) — (1,529 ) Total shareholders’ equity 59,527 72,272 — 72,272 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 725 789 — 789 Total shareholders’ equity 263,619 287,002 — 287,002 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 1,779 1,875 — 1,875 Total shareholders’ equity 260,574 274,671 — 274,671 Total non-current 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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. |
Basis of consolidation | 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 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 Non-controlling non-controlling From May 18, 2015 to July 24, 2017, there was no non-controlling Non-controlling |
Foreign currency | 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 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. |
Use of judgment, estimates and assumptions | 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 |
Revenues and other income | 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 Non-refundable non-cancelable, non-refundable fixed-fee co-contracting 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 Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting 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, 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”. |
Operating expenses | 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 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. |
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). 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. |
Reportable segments | 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: • Plants: 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 12-month 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 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 non-cash 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 • 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. |
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 • Leasehold improvements 5-10 • Office furniture 10 years • Laboratory equipment 3-10 • 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 assets and liabilities | 7.1 Accounting principles Financial assets Non-current 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 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. |
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. 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. |
Cash and cash equivalents | 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. |
Deferred revenues and deferred income | Accounting policies As disclosed in Note 3, non-refundable |
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. |
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. |
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). |
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 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 |
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. |
Accounting principles (Tables)
Accounting principles (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Summary of Presentation Currency of the Financial Statements | 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 (1,259 ) (1,529 ) — (1,529 ) Total shareholders’ equity 59,527 72,272 — 72,272 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 725 789 — 789 Total shareholders’ equity 263,619 287,002 — 287,002 Total non-current 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 (€ in thousand) Consolidated ($ in thousand) Adjustments (b) Consolidated Total non-current 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 1,779 1,876 — 1,876 Total shareholders’ equity 260,574 274,671 — 274,671 Total non-current 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Consolidated financial (€ in thousand) Consolidated financial ($ in thousand) Adjustments Consolidated financial 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 Gr30
Information concerning the Group's Consolidated Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 49 399 508 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 (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 (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 (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 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 Plants Therapeutics Total Plants Therapeutics Total 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. |
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 Cellectis Reportable Calyxt equity IFRS/US GAAP Cellectis and Calyxt equity award IFRS/US GAAP Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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 Cellectis Reportable Calyxt equity IFRS/US Cellectis IFRS/US Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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 Cellectis Reportable Calyxt equity IFRS/US Cellectis IFRS/US Intersegment Reclassifications (3) Other (4) Calyxt Stand alone (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) Calyxt equity award plan: In IFRS, the Calyxt equity award plan non-cash 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 (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. |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Details Information About Intangible Assets | Details of intangible assets Software and Assets under 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 (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Summary of Property Plant and Equipment Estimated Useful Lives | The estimated useful lives are as follows: • Buildings and other outside improvements 10-20 • Leasehold improvements 5-10 • Office furniture 10 years • Laboratory equipment 3-10 • Office equipment 5 years • IT equipment 3 years |
Details of Property, Plant and Equipment | Details of property, plant and equipment Lands and Technical Fixtures, Assets 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 liabilit33
Financial assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 Fair Value 2016 Fair value Amortized cost $ in thousands Financial assets Non-current — 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 — 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 Fair Value 2017 Fair value Amortized cost $ in thousands Financial assets Non-current — 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 — 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 c34
Trade receivables and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 35
Current financial assets and Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Summary of Current Financial Assets and Cash and Cash Equivalents | As of December 31, 2016 Carrying amount Unrealized Estimated fair $ 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 Estimated fair $ 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)
Financial liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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 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 One to Five More than Five $ 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 (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Summary of Other Current Liabilities | As of As of 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 deferre38
Deferred revenues and deferred income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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)
Capital (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Schedule of Classes of Share Capital | Share Share Number of Nominal $ 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 — 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 — 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 Number of Number of Number of Number of Maximum of shares to Number of 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 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 10,967 2,072 Current liabilities 1,746 3,027 Non-current — — Net assets 18,339 64,852 Net assets attributable to NCI — 13,145 |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Statement [LineItems] | |
Non-Cash Share-based Compensation Expense | Non-cash Free Free Stock BSA Stock Stock BSA Stock Stock BSA Stock RSU Total For the year ended $ 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 |
Summary of Vesting Details | 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- Black- Black- Black- Black- Black- Black- 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] | |
Statement [LineItems] | |
Summary of Vesting Details | 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] | |
Statement [LineItems] | |
Summary of Vesting Details | 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] | |
Statement [LineItems] | |
Summary of Vesting Details | The stock options are subject to a two-year 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 |
Stock Options [Member] | Cellectis Bioresearch Inc. [Member] | |
Statement [LineItems] | |
Summary of Vesting Details | 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- Black- Black- Black- Black- 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 Trigger Trigger Trigger 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 (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; • 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, • 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] | |
Statement [LineItems] | |
Summary of Vesting Details | 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, • 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)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
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)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Details of Provisions | Details of provisions 01/01/2016 Additions Amounts used 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 476 75 — — 10 560 Current provisions 1,037 649 (658 ) (423 ) (12 ) 594 01/01/2017 Additions Amounts used 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 560 2,186 — — 683 3,430 Current provisions 594 1,220 (152 ) (323 ) 89 1,427 |
Schedule of Estimation of Retirement Indemnity to Employee | 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)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block1 [Abstract] | |
Details of Commitments | Details of commitments As of December 31, 2017 Total Less than 1 1 - 3 3 - 5 More than 5 $ 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 |
Accounting Principles - Additio
Accounting Principles - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 31, 2017USD ($)$ / sharesshares | Jul. 25, 2017USD ($)$ / sharesshares | May 18, 2015 | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Subsidiaries$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares |
Disclosure of changes in accounting estimates [Line Items] | |||||||
Equity | $ 285,904 | $ 285,904 | $ 274,671 | $ 287,002 | $ 72,272 | ||
Gross proceeds | $ 734,234 | ||||||
Number of shares for sale | shares | 31,873 | 31,873 | 156,446 | ||||
Par value per share | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||
Number of subsidiaries | Subsidiaries | 2 | ||||||
Non-controlling shareholders interest | 20.30% | ||||||
Increase (decrease) due to application of IFRS 15 [Member] | |||||||
Disclosure of changes in accounting estimates [Line Items] | |||||||
Equity | $ (1,800) | ||||||
Cellectis Bioresearch Inc. [Member] | |||||||
Disclosure of changes in accounting estimates [Line Items] | |||||||
Non-controlling shareholders interest | 24.50% | ||||||
Cellectis [Member] | |||||||
Disclosure of changes in accounting estimates [Line Items] | |||||||
Ownership interest in subsidiary | 100.00% | ||||||
Calyxt Inc [Member] | |||||||
Disclosure of changes in accounting estimates [Line Items] | |||||||
Ownership interest in subsidiary | 79.70% | ||||||
Gross proceeds | $ 64,400 | $ 58,000 | |||||
Number of shares for sale | shares | 8,050,000 | ||||||
Par value per share | $ / shares | $ 8 | ||||||
Shares to underwriters | $ 20,000 | ||||||
Non-controlling shareholders interest | 20.30% | 20.30% |
Accounting Principles - Summary
Accounting Principles - Summary of Presentation Currency of the Financial Statements (Detail) € in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) |
Disclosure of classes of share capital [Line Items] | |||||||
Total non-currentassets | $ 9,661 | $ 18,935 | $ 7,451 | $ 6,815 | |||
Total current assets | 323,221 | 312,498 | 363,863 | 160,262 | |||
TOTAL ASSETS | 332,882 | 331,432 | 371,314 | 167,077 | |||
Capital | 2,367 | 2,332 | 2,323 | 2,014 | |||
Premiums, Retained earnings (deficit) and Net income (loss) | 293,055 | 302,021 | 83,165 | ||||
Treasury share reserve | (297) | (416) | (279) | (354) | |||
Currency translation adjustment | 1,978 | (22,174) | (17,853) | (11,024) | |||
Total shareholders' equity-Group Share | 266,791 | 272,795 | 286,213 | 73,801 | |||
Non-controllinginterests | 19,113 | 1,876 | 789 | (1,529) | |||
Total shareholders' equity | 285,904 | 274,671 | 287,002 | 72,272 | |||
Total non-currentliabilities | 3,443 | 590 | 548 | 3,911 | |||
Total current liabilities | 43,534 | 56,171 | 83,765 | 90,894 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 332,882 | 331,432 | 371,314 | 167,077 | |||
Consolidated financial statement as reported [Member] | |||||||
Disclosure of classes of share capital [Line Items] | |||||||
Total non-currentassets | 18,935 | € 17,963 | 7,451 | € 6,844 | 6,815 | € 5,613 | |
Total current assets | 312,498 | 296,459 | 363,863 | 334,218 | 160,262 | 132,001 | |
TOTAL ASSETS | 331,432 | 314,422 | 371,314 | 341,062 | 167,077 | 137,614 | |
Capital | 1,862 | 1,767 | 1,915 | 1,759 | 1,788 | 1,472 | |
Premiums, Retained earnings (deficit) and Net income (loss) | 268,622 | 254,834 | 286,274 | 262,950 | 73,243 | 60,327 | |
Treasury share reserve | (324) | (307) | (200) | (184) | (305) | (251) | |
Currency translation adjustment | 2,636 | 2,501 | (1,776) | (1,632) | (925) | (762) | |
Total shareholders' equity-Group Share | 272,795 | 258,795 | 286,213 | 262,894 | 73,801 | 60,786 | |
Non-controllinginterests | 1,876 | 1,779 | 789 | 725 | (1,529) | (1,259) | |
Total shareholders' equity | 274,671 | 260,574 | 287,002 | 263,619 | 72,272 | 59,527 | |
Total non-currentliabilities | 590 | 560 | 548 | 503 | 3,911 | 3,222 | |
Total current liabilities | 56,171 | 53,288 | 83,765 | 76,940 | 90,894 | 74,865 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 331,432 | € 314,422 | 371,314 | € 341,062 | 167,077 | € 137,614 | |
Adjustments [Member] | |||||||
Disclosure of classes of share capital [Line Items] | |||||||
Capital | 470 | 408 | 226 | ||||
Premiums, Retained earnings (deficit) and Net income (loss) | 24,433 | 15,748 | 9,922 | ||||
Treasury share reserve | (92) | (80) | (49) | ||||
Currency translation adjustment | $ (24,810) | $ (16,077) | $ (10,099) |
Accounting Principles - Summa46
Accounting Principles - Summary of Presentation Currency of the Financial Statements (Parenthetical) (Detail) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Reconciliation of number of shares outstanding [Abstract] | |||
Closing daily reference exchange rate | 0.94867 | 0.91852 | 0.82365 |
Accounting Principles - Summa47
Accounting Principles - Summary of Net Income (Loss) (Detail) € in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) | |
Disclosure of classes of share capital [Line Items] | |||||||
Total revenues and other income | $ 33,715 | $ 56,444 | $ 62,565 | $ 35,152 | |||
Total operating expenses | (126,366) | (123,746) | (93,549) | (42,122) | |||
Operating income (loss) | (92,650) | (67,302) | (30,984) | (6,970) | |||
Financial gain (loss) | (11,032) | 46 | 8,378 | 9,428 | |||
Income tax | 0 | 0 | 0 | 0 | |||
Income (loss) from continuing operations | (103,683) | (67,255) | (22,606) | 2,458 | |||
Loss from discontinued operations | (3,750) | ||||||
Net income (loss) | $ (103,683) | (67,255) | (22,606) | (1,292) | |||
Consolidated financial statement as reported [Member] | |||||||
Disclosure of classes of share capital [Line Items] | |||||||
Total revenues and other income | 56,444 | € 51,007 | 62,565 | € 56,385 | 35,152 | € 26,453 | |
Total operating expenses | (123,746) | (111,824) | (93,549) | (84,309) | (42,122) | (31,698) | |
Operating income (loss) | (67,302) | (60,818) | (30,984) | (27,924) | (6,970) | (5,245) | |
Financial gain (loss) | 46 | 42 | 8,378 | 7,550 | 9,428 | 7,095 | |
Income tax | 0 | 0 | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations | (67,255) | (60,776) | (22,606) | (20,373) | 2,458 | 1,850 | |
Loss from discontinued operations | (3,750) | (2,822) | |||||
Net income (loss) | (67,255) | € (60,776) | (22,606) | € (20,373) | (1,292) | € (972) | |
Adjustments [Member] | |||||||
Disclosure of classes of share capital [Line Items] | |||||||
Income tax | $ 0 | $ 0 | $ 0 |
Accounting Principles - Summa48
Accounting Principles - Summary of Net Income (Loss) (Parenthetical) (Detail) - ExchangeRate | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of number of shares outstanding [Abstract] | |||
Average reference exchange rate | 0.90366 | 0.90121 | 0.75254 |
Information Concerning the Gr49
Information Concerning the Group's Consolidated Operations - Revenues by Country of Origin and Other Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of revenue [line items] | ||||
Revenues | $ 25,188 | $ 44,808 | $ 55,864 | |
Research tax credit | 8,327 | 10,038 | 5,591 | |
Subsidies and other | 201 | 1,599 | 1,110 | |
Other income | 8,528 | 11,637 | 6,701 | |
Total revenues and other income | 33,715 | 56,444 | 62,565 | $ 35,152 |
France [Member] | ||||
Disclosure of revenue [line items] | ||||
Revenues | 24,680 | 44,409 | 55,816 | |
United States [Member] | ||||
Disclosure of revenue [line items] | ||||
Revenues | $ 508 | $ 399 | $ 49 |
Information Concerning the Gr50
Information Concerning the Group's Consolidated Operations - Revenues by Nature (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of revenue [line items] | |||
Other revenues | $ 201 | $ 1,599 | $ 1,110 |
Total revenues | 25,188 | 44,808 | 55,864 |
Calyxt Inc and Cellectis BioResearch Inc [Member] | |||
Disclosure of revenue [line items] | |||
Recognition of previously deferred upfront payments | 14,875 | 20,856 | 23,864 |
Other revenues | 7,945 | 21,035 | 29,716 |
Collaboration agreements | 22,821 | 41,891 | 53,580 |
Licenses | 2,270 | 2,771 | 2,236 |
Products & services | 97 | 145 | 48 |
Total revenues | $ 25,188 | $ 44,808 | $ 55,864 |
Information Concerning the Gr51
Information Concerning the Group's Consolidated Operations - Additional Information (Detail) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 30, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014Agreement |
Consolidated operations [line items] | ||||||
Number of collaboration agreements | Agreement | 2 | |||||
Decrease in financial income and expenses | $ 11,100,000 | |||||
Increase in net foreign exchange loss | (17,200,000) | |||||
Foreign exchange derivatives fair value adjustment | 5,800,000 | |||||
Increase in interest income | $ 300,000 | |||||
Tax rate | 34.43% | 34.43% | 34.43% | |||
Credits and net operating loss carryforwards | $ (51,640,000) | $ (41,985,000) | $ (37,719,000) | |||
Carryforwards limit that can be offset against future taxable profit, additional percentage of profit exceeding the limit | 50.00% | 50.00% | ||||
Tax loss carry forwards expiration period | Expire after 20 years | |||||
Top of Range [Member] | ||||||
Consolidated operations [line items] | ||||||
Carryforwards limit that can be offset against future taxable profit | $ 1,000,000 | $ 1,000,000 | ||||
France [Member] | ||||||
Consolidated operations [line items] | ||||||
Credits and net operating loss carryforwards | 36,100,000 | 30,100,000 | 29,700,000 | |||
United States [Member] | ||||||
Consolidated operations [line items] | ||||||
Credits and net operating loss carryforwards | 15,500,000 | 11,900,000 | 8,000,000 | |||
US Subsidiaries [Member] | ||||||
Consolidated operations [line items] | ||||||
Tax rate | 21.00% | 34.00% | ||||
Calyxt Inc and Cellectis BioResearch Inc [Member] | ||||||
Consolidated operations [line items] | ||||||
Revenues from technology licenses | $ 500,000 | $ 600,000 | $ 49,000 | |||
Client A [Member] | ||||||
Consolidated operations [line items] | ||||||
Percentage of Revenue | 11.00% | 37.00% | 49.00% | |||
Client B [Member] | ||||||
Consolidated operations [line items] | ||||||
Percentage of Revenue | 69.00% | 57.00% | 47.00% |
Information Concerning the Gr52
Information Concerning the Group's Consolidated Operations - Details of Operating Expenses by Nature (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expense by Nature [Line Items] | |||
Royalty expenses | $ (2,620) | $ (1,777) | $ (2,746) |
Non-cash stock based compensation expense | 48,925 | 58,622 | 33,402 |
Personnel expenses | (42,968) | ||
Total research and development expenses | (79,227) | (78,458) | (58,154) |
Total selling, general and administrative expenses | (44,750) | (43,413) | (30,223) |
Selling, General and Administrative Expenses [Member] | |||
Expense by Nature [Line Items] | |||
Wages and salaries | (7,019) | (4,978) | (3,959) |
Social charges on free shares and stock option grants | (881) | (3,130) | (4,937) |
Non-cash stock based compensation expense | (26,586) | (25,415) | (12,839) |
Personnel expenses | (34,486) | (33,523) | (21,735) |
Purchases and external expenses | (9,138) | (8,854) | (6,765) |
Other | (1,126) | (1,035) | (1,723) |
Personnel Expenses [Member] | |||
Expense by Nature [Line Items] | |||
Wages and salaries | (20,005) | (16,902) | (14,110) |
Social charges on free shares and stock option grants | (1,969) | (6,981) | (13,564) |
Non-cash stock based compensation expense | (50,418) | (58,622) | (33,402) |
Personnel expenses | (72,392) | (82,505) | (61,076) |
Research and Development Expenses [Member] | |||
Expense by Nature [Line Items] | |||
Royalty expenses | (2,620) | (1,777) | (2,746) |
Wages and salaries | (12,986) | (11,924) | (10,151) |
Social charges on free shares and stock option grants | (1,088) | (3,851) | (8,626) |
Non-cash stock based compensation expense | (23,832) | (33,207) | (20,563) |
Personnel expenses | (37,906) | (48,982) | (39,341) |
Purchases and external expenses | (38,458) | (27,720) | (16,920) |
Other | $ (2,863) | $ (1,756) | $ (1,893) |
Information Concerning the Gr53
Information Concerning the Group's Consolidated Operations - Details of Financial Income and Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finance income expense [abstract] | |||
Interest income | $ 1,974 | $ 1,630 | $ 1,094 |
Foreign exchange gain | 1,185 | 4,832 | 9,094 |
Other financial income | 4,102 | 689 | 65 |
Total financial income | 7,262 | 7,147 | 10,253 |
Interest expenses | (1) | ||
Interest expenses for finance lease | (4) | (7) | (23) |
Foreign exchange loss | (17,734) | (4,201) | (1,846) |
Other financial expenses | (556) | (2,895) | (6) |
Total financial expenses | (18,294) | (7,101) | (1,876) |
Total | $ (11,032) | $ 46 | $ 8,378 |
Information Concerning the Gr54
Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Major components of tax expense (income) [Abstract] | ||||
Income (loss) before taxes from continuing operations | $ (103,683) | $ (67,255) | $ (22,606) | |
Theoretical group tax rate | 34.43% | 34.43% | 34.43% | |
Theoretical tax benefit (expense) | $ 35,698 | $ 23,156 | $ 7,783 | |
Permanent differences | 293 | 124 | 6,426 | |
Research tax credit | 2,926 | 3,082 | 1,926 | |
Share-based compensation & other IFRS adjustments | (8,297) | (20,184) | (11,500) | |
Non recognition of deferred tax assets related to tax losses and temporary differences | (30,713) | (6,158) | (4,627) | |
Other differences | 92 | (20) | (9) | |
Effective tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Information Concerning the Gr55
Information Concerning the Group's Consolidated Operations - Disclosure of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in deferred tax liability (asset) [Abstract] | |||
Credits and net operating loss carryforwards | $ 51,640 | $ 41,985 | $ 37,719 |
Pension commitments | 548 | 193 | 164 |
Leases | (12) | (54) | (126) |
Impairment of assets | 10 | 14 | 16 |
Other | 604 | 894 | 284 |
Valuation allowance on deferred tax assets | (52,790) | (43,032) | (38,057) |
Total | $ 0 | $ 0 | $ 0 |
Information Concerning the Gr56
Information Concerning the Group's Consolidated Operations - Summary of Key Performance Indicators by Reportable Segments (Detail) € in Millions | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) | |
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | $ 33,715,000 | $ 56,444,000 | $ 62,565,000 | $ 35,152,000 | |
Research and development expenses | (79,227,000) | (78,458,000) | (58,154,000) | ||
Selling, general and administrative expenses | (44,750,000) | (43,413,000) | (30,223,000) | ||
Royalties and other operating income and expenses | (2,389,000) | (1,876,000) | (5,171,000) | ||
Total operating expenses | (126,366,000) | (123,746,000) | (93,549,000) | (42,122,000) | |
Operating income (loss) before tax | (92,650,000) | (67,302,000) | (30,984,000) | (6,970,000) | |
Financial gain (loss) | (11,032,000) | 46,000 | 8,378,000 | ||
Income (loss) from continuing operations | (103,683,000) | (67,255,000) | (22,606,000) | 2,458,000 | |
Non controlling interests | 4,315,000 | (190,000) | |||
Net income (loss) attributable to shareholders of Cellectis | (99,368,000) | (67,255,000) | (22,796,000) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 48,925,000 | 58,622,000 | 33,402,000 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (50,442,000) | (8,633,000) | 10,606,000 | ||
Depreciation and amortization | (3,371,000) | (2,211,000) | (1,937,000) | ||
Additions to tangible and intangible assets | 2,642,000 | 14,573,000 | 4,413,000 | ||
Impairment of tangible assets | (3,140,000) | (1,986,000) | (1,761,000) | ||
Assets Under Construction [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Impairment of tangible assets | (798,000) | ||||
Inter-segment Revenues[Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | (2,782,000) | (3,729,000) | (2,643,000) | ||
Operating Segments [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | 36,498,000 | 60,173,000 | 65,208,000 | ||
Cellectis [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | 33,715,000 | 56,444,000 | 62,565,000 | ||
Therapeutics [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Research and development expenses | (73,170,000) | (74,345,000) | (55,280,000) | ||
Selling, general and administrative expenses | (31,607,000) | (38,603,000) | (28,390,000) | ||
Royalties and other operating income and expenses | (2,005,000) | (1,402,000) | (4,899,000) | ||
Total operating expenses | (106,782,000) | (114,351,000) | (88,569,000) | ||
Operating income (loss) before tax | (73,813,000) | (58,492,000) | (26,053,000) | ||
Financial gain (loss) | (11,033,000) | (41,000) | 8,119,000 | ||
Income (loss) from continuing operations | (84,846,000) | (58,533,000) | (17,934,000) | ||
Non controlling interests | (190,000) | ||||
Net income (loss) attributable to shareholders of Cellectis | (84,846,000) | (58,533,000) | (18,124,000) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 42,968,000 | 57,524,000 | 32,613,000 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (41,877,000) | (1,009,000) | 14,489,000 | ||
Depreciation and amortization | (2,820,000) | (1,866,000) | (1,838,000) | ||
Additions to tangible and intangible assets | 1,849,000 | 4,164,000 | 3,886,000 | ||
Therapeutics [Member] | Assets Under Construction [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Impairment of tangible assets | (798,000) | ||||
Therapeutics [Member] | Inter-segment Revenues[Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | (2,615,000) | (3,599,000) | (2,643,000) | $ 900,000 | € 0.8 |
Therapeutics [Member] | Operating Segments [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | 35,584,000 | 59,458,000 | 65,159,000 | ||
Therapeutics [Member] | Cellectis [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | 32,969,000 | 55,859,000 | 62,516,000 | ||
Plants [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Research and development expenses | (6,057,000) | (4,112,000) | (2,874,000) | ||
Selling, general and administrative expenses | (13,143,000) | (4,809,000) | (1,834,000) | ||
Royalties and other operating income and expenses | (384,000) | (474,000) | (272,000) | ||
Total operating expenses | (19,584,000) | (9,395,000) | (4,980,000) | ||
Operating income (loss) before tax | (18,837,000) | (8,810,000) | (4,931,000) | ||
Financial gain (loss) | 87,000 | 259,000 | |||
Income (loss) from continuing operations | (18,837,000) | (8,722,000) | (4,672,000) | ||
Non controlling interests | 4,315,000 | ||||
Net income (loss) attributable to shareholders of Cellectis | (14,522,000) | (8,722,000) | (4,672,000) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 5,957,000 | 1,098,000 | 789,000 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (8,565,000) | (7,625,000) | (3,883,000) | ||
Depreciation and amortization | (551,000) | (345,000) | (99,000) | ||
Additions to tangible and intangible assets | 792,000 | 10,410,000 | 526,000 | ||
Plants [Member] | Inter-segment Revenues[Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | (167,000) | (130,000) | |||
Plants [Member] | Operating Segments [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | 914,000 | 716,000 | 49,000 | ||
Plants [Member] | Cellectis [Member] | |||||
Disclosure of operating segments [Line Items] | |||||
External revenues and other income | $ 747,000 | $ 585,000 | $ 49,000 |
Information Concerning the Gr57
Information Concerning the Group's Consolidated Operations - Summary of Key Performance Indicators by Reportable Segments (Parenthetical) (Detail) € in Millions | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) | |
Disclosure of operating segments [Line Items] | |||||
Intersegment revenues and other income | $ 33,715,000 | $ 56,444,000 | $ 62,565,000 | $ 35,152,000 | |
Inter-segment Revenues[Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Intersegment revenues and other income | (2,782,000) | (3,729,000) | (2,643,000) | ||
Therapeutics [Member] | Inter-segment Revenues[Member] | |||||
Disclosure of operating segments [Line Items] | |||||
Intersegment revenues and other income | $ (2,615,000) | $ (3,599,000) | $ (2,643,000) | $ 900,000 | € 0.8 |
Information Concerning the Gr58
Information Concerning the Group's Consolidated Operations - Summary of Reconciliation of Plant Segment Result of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | $ 33,715 | $ 56,444 | $ 62,565 | $ 35,152 |
Research and development expenses | (79,227) | (78,458) | (58,154) | |
Selling, general and administrative expenses | (44,750) | (43,413) | (30,223) | |
Royalties and other operating income and expenses | 232 | (99) | (2,425) | |
Total operating expenses | (126,366) | (123,746) | (93,549) | (42,122) |
Operating income (loss) before tax | (103,683) | (67,255) | (22,606) | |
Financial gain (loss) | (11,032) | 46 | 8,378 | 9,428 |
Net income (loss) | (103,683) | (67,255) | (22,606) | $ (1,292) |
Cellectis Consolidated financial statements Reportable segments note (IFRS) [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | 747 | 585 | 49 | |
Research and development expenses | (6,057) | (4,112) | (2,874) | |
Selling, general and administrative expenses | (13,143) | (4,809) | (1,834) | |
Royalties and other operating income and expenses | (384) | (474) | (272) | |
Total operating expenses | (19,584) | (9,395) | (4,980) | |
Operating income (loss) before tax | (18,837) | (8,810) | (4,931) | |
Financial gain (loss) | 87 | 259 | ||
Net income (loss) | (18,837) | (8,722) | (4,672) | |
Intersegment transactions [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | 167 | 131 | 72 | |
Selling, general and administrative expenses | (2,501) | (3,443) | (2,568) | |
Royalties and other operating income and expenses | (114) | (155) | (75) | |
Total operating expenses | (2,615) | (3,598) | (2,643) | |
Operating income (loss) before tax | (2,448) | (3,468) | (2,571) | |
Financial gain (loss) | (1) | (64) | (261) | |
Net income (loss) | (2,449) | (3,532) | (2,832) | |
Reclassifications [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | (405) | (317) | (72) | |
Research and development expenses | (563) | (1,058) | 8 | |
Selling, general and administrative expenses | 436 | 945 | 535 | |
Royalties and other operating income and expenses | 504 | 430 | (403) | |
Total operating expenses | 378 | 317 | 141 | |
Operating income (loss) before tax | (27) | 69 | ||
Financial gain (loss) | 27 | (69) | ||
Other [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | (1) | 1,223 | ||
Research and development expenses | 16 | (17) | 298 | |
Selling, general and administrative expenses | 157 | 37 | ||
Royalties and other operating income and expenses | (7) | (1) | (1) | |
Total operating expenses | 166 | 19 | 297 | |
Operating income (loss) before tax | 165 | 19 | 1,521 | |
Financial gain (loss) | (218) | (1) | (4) | |
Net income (loss) | (53) | 18 | 1,517 | |
Calyxt equity award plan IFRS/US GAAP difference : Non cash stock-based compensation [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
Research and development expenses | 1,134 | 477 | 384 | |
Selling, general and administrative expenses | 6,316 | 621 | 405 | |
Total operating expenses | 7,450 | 1,098 | 789 | |
Operating income (loss) before tax | 7,450 | 1,098 | 789 | |
Net income (loss) | 7,450 | 1,098 | 789 | |
Cellectis equity award IFRS/US GAAP difference : Non cash stock-based compensation [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
Research and development expenses | (6,086) | (928) | (583) | |
Selling, general and administrative expenses | (6,006) | (20) | (109) | |
Total operating expenses | (12,092) | (948) | (692) | |
Operating income (loss) before tax | (12,092) | (948) | (692) | |
Net income (loss) | (12,092) | (948) | (692) | |
Calyxt Stand alone financial statements (US GAAP) [Member] | ||||
Disclosure of operating segments [Line Items] | ||||
External revenues and other income | 508 | 399 | 1,272 | |
Research and development expenses | (11,556) | (5,638) | (2,766) | |
Selling, general and administrative expenses | (14,741) | (6,670) | (3,569) | |
Royalties and other operating income and expenses | (200) | (751) | ||
Total operating expenses | (26,297) | (12,508) | (7,086) | |
Operating income (loss) before tax | (25,789) | (12,109) | (5,813) | |
Financial gain (loss) | (191) | 23 | (75) | |
Net income (loss) | $ (25,980) | $ (12,086) | $ (5,889) |
Information Concerning the Gr59
Information Concerning the Group's Consolidated Operations - Summary of Reconciliation of Plant Segment Result of Operations (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2017 | |
Disclosure of operating segments [Line Items] | |||
Compensation expense | $ (42,968) | ||
Calyxt Inc. [Member] | |||
Disclosure of operating segments [Line Items] | |||
Compensation expense | $ 600 | $ 100 | 6,700 |
Calyxt Inc. [Member] | Initial Public Offering [Member] | |||
Disclosure of operating segments [Line Items] | |||
Compensation expense | $ 7,500 |
Impairment Tests - Additional I
Impairment Tests - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of impairment loss and reversal of impairment loss [Line Items] | |||
Impairment of assets | $ 0 | $ 0 | $ 0 |
New Jersey [member] | Discontinue Lease Facility [member] | |||
Disclosure of impairment loss and reversal of impairment loss [Line Items] | |||
Impairment of assets | $ 800,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Computer Software [Member] | Bottom of Range [Member] | |
Disclosure of detailed information about intangible assets [Line Items] | |
Estimated useful lives | 1 year |
Computer Software [Member] | Top of Range [Member] | |
Disclosure of detailed information about intangible assets [Line Items] | |
Estimated useful lives | 3 years |
Patents [Member] | Top of Range [Member] | |
Disclosure of detailed information about intangible assets [Line Items] | |
Estimated useful lives | 20 years |
Intangible Assets - Details Inf
Intangible Assets - Details Information About Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of detailed information about intangible assets [Line Items] | |||
Beginning balance | $ 1,343 | $ 1,041 | $ 1,246 |
Change in scope | 0 | ||
Additions to intangible assets | 141 | 652 | 97 |
Disposal of intangible assets | (74) | ||
Depreciation expense | (231) | (226) | (174) |
Translation adjustments | 178 | (49) | (127) |
Ending balance | 1,431 | 1,343 | 1,041 |
Gross value at end of period | 3,190 | 2,675 | 2,194 |
Accumulated depreciation and impairment at end of period | (1,759) | 1,332 | 1,153 |
Software and Patents [Member] | |||
Disclosure of detailed information about intangible assets [Line Items] | |||
Beginning balance | 924 | 1,041 | 1,246 |
Change in scope | 0 | ||
Additions to intangible assets | 6 | 212 | 97 |
Disposal of intangible assets | (74) | ||
Depreciation expense | (231) | (226) | (174) |
Translation adjustments | 112 | (28) | (127) |
Ending balance | 811 | 924 | 1,041 |
Gross value at end of period | 2,571 | 2,256 | 2,194 |
Accumulated depreciation and impairment at end of period | (1,759) | 1,332 | 1,153 |
Assets Under Construction [Member] | |||
Disclosure of detailed information about intangible assets [Line Items] | |||
Beginning balance | 419 | ||
Change in scope | $ 0 | ||
Additions to intangible assets | 135 | 439 | |
Translation adjustments | 66 | (21) | |
Ending balance | 619 | 419 | |
Gross value at end of period | $ 517 | $ 419 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property Plant and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and Other Outside Improvements [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 10-20 years |
Leasehold Improvements [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 5-10 years |
Office Furniture [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 10 years |
Laboratory Equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 3-10 years |
Office Equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 5 years |
IT Equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |
Estimated useful lives | 3 years |
Property, Plant and Equipment64
Property, Plant and Equipment - Disclosure of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of detailed information about property, plant and equipment [Line Items] | |||
Beginning balance | $ 16,900 | $ 5,490 | $ 3,169 |
Additions to tangible assets | 2,501 | 13,704 | 4,481 |
Disposal of tangible assets | (9,453) | (186) | 118 |
Reclassification | 1 | ||
Depreciation expense | (3,140) | (1,986) | (1,761) |
Translation adjustments | 418 | (122) | (517) |
Ending balance | 7,226 | 16,900 | 5,490 |
Gross value at end of period | 22,103 | 27,721 | 16,769 |
Accumulated depreciation and impairment at end of period | (14,877) | 10,821 | 11,280 |
Land and Buildings [Member] | |||
Disclosure of detailed information about property, plant and equipment [Line Items] | |||
Beginning balance | 12,436 | 2,072 | 1,416 |
Additions to tangible assets | 718 | 11,164 | 1,477 |
Disposal of tangible assets | (9,243) | ||
Reclassification | 14 | ||
Depreciation expense | (972) | (741) | (681) |
Translation adjustments | 206 | (59) | (139) |
Ending balance | 3,159 | 12,436 | 2,072 |
Gross value at end of period | 6,936 | 15,085 | 4,065 |
Accumulated depreciation and impairment at end of period | (3,777) | 2,649 | 1,993 |
Technical Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [Line Items] | |||
Beginning balance | 2,858 | 2,897 | 1,703 |
Additions to tangible assets | 701 | 1,076 | 2,488 |
Disposal of tangible assets | (103) | (3) | 118 |
Reclassification | 47 | 3 | (19) |
Depreciation expense | (1,126) | (1,077) | (1,023) |
Translation adjustments | 127 | (38) | (370) |
Ending balance | 2,505 | 2,858 | 2,897 |
Gross value at end of period | 12,114 | 10,634 | 11,686 |
Accumulated depreciation and impairment at end of period | (9,609) | 7,775 | 8,790 |
Fixtures, Fittings and Other Equipment [Member] | |||
Disclosure of detailed information about property, plant and equipment [Line Items] | |||
Beginning balance | 707 | 340 | 50 |
Additions to tangible assets | 203 | 562 | 331 |
Disposal of tangible assets | 2 | (1) | |
Reclassification | 18 | (3) | 20 |
Depreciation expense | (245) | (167) | (58) |
Translation adjustments | 68 | (23) | (3) |
Ending balance | 753 | 707 | 340 |
Gross value at end of period | 1,447 | 1,104 | 836 |
Accumulated depreciation and impairment at end of period | (693) | 397 | 496 |
Assets Under Construction [Member] | |||
Disclosure of detailed information about property, plant and equipment [Line Items] | |||
Beginning balance | 898 | 182 | |
Additions to tangible assets | 878 | 902 | 186 |
Disposal of tangible assets | (109) | (183) | |
Reclassification | (79) | ||
Depreciation expense | (798) | ||
Translation adjustments | 18 | (4) | (4) |
Ending balance | 809 | 898 | 182 |
Gross value at end of period | 1,606 | $ 898 | $ 182 |
Accumulated depreciation and impairment at end of period | $ (798) |
Property, Plant and Equipment65
Property, Plant and Equipment - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€) | |
Disclosure of detailed information about property, plant and equipment [Line Items] | ||||
Assets pledged as security for financial liabilities | € | € 0 | |||
Additions to tangible assets | $ 2,501 | $ 13,704 | $ 4,481 | |
Calyxt Inc. [Member] | ||||
Disclosure of detailed information about property, plant and equipment [Line Items] | ||||
Net book value of assets sold | 9,200 | |||
Additions to tangible assets | 700 | |||
Other equipment | 700 | |||
Calyxt Inc. [Member] | Buildings [Member] | ||||
Disclosure of detailed information about property, plant and equipment [Line Items] | ||||
Additions to tangible assets | $ 500 |
Property, Plant and Equipment66
Property, Plant and Equipment - Details of Finance Lease (Detail) - Property, plant and equipment [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of recognised finance lease as assets by lessee [Line Items] | ||
Net | $ 82 | $ 225 |
Gross Value [Member] | ||
Disclosure of recognised finance lease as assets by lessee [Line Items] | ||
Net | 4,448 | 4,171 |
Accumulated Depreciation [Member] | ||
Disclosure of recognised finance lease as assets by lessee [Line Items] | ||
Net | $ (4,366) | $ (3,946) |
Financial Assets and Liabilit67
Financial Assets and Liabilities - Summary of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category fair value through profit and loss | $ 296,982 | $ 291,159 |
Accounting category amortized cost | 13,281 | 13,042 |
Book value on the statement of financial position | 310,263 | 304,201 |
Fair value | 310,263 | 304,201 |
Accounting category fair value through profit and loss | 1,692 | |
Accounting category amortized cost | 16,064 | 14,986 |
Book value on the statement of financial position | 16,064 | 16,678 |
Fair value | 16,064 | 16,678 |
Non-Current Financial Assets [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 1,004 | 691 |
Book value on the statement of financial position | 1,004 | 691 |
Fair value | 1,004 | 691 |
Trade Receivables [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 2,753 | 3,627 |
Book value on the statement of financial position | 2,753 | 3,627 |
Fair value | 2,753 | 3,627 |
Subsidies Receivables [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 9,524 | 8,723 |
Book value on the statement of financial position | 9,524 | 8,723 |
Fair value | 9,524 | 8,723 |
Current Financial Assets [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category fair value through profit and loss | 40,602 | 36,592 |
Book value on the statement of financial position | 40,602 | 36,592 |
Fair value | 40,602 | 36,592 |
Cash and Cash Equivalents [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category fair value through profit and loss | 256,380 | 254,568 |
Book value on the statement of financial position | 256,380 | 254,568 |
Fair value | 256,380 | 254,568 |
Non-Current Financial Liabilities [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 13 | 30 |
Book value on the statement of financial position | 13 | 30 |
Fair value | 13 | 30 |
Current Financial Liabilities [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category fair value through profit and loss | 1,692 | |
Accounting category amortized cost | 21 | 38 |
Book value on the statement of financial position | 21 | 1,730 |
Fair value | 21 | 1,730 |
Trade Payables [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 9,460 | 9,722 |
Book value on the statement of financial position | 9,460 | 9,722 |
Fair value | 9,460 | 9,722 |
Other Current Liabilities [Member] | ||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||
Accounting category amortized cost | 6,570 | 5,196 |
Book value on the statement of financial position | 6,570 | 5,196 |
Fair value | $ 6,570 | $ 5,196 |
Financial Assets and Liabilit68
Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Financial Assets And Liabilities [Line Items] | ||||
Finance lease liabilities | $ 34 | |||
Cash and cash equivalents | $ 256,380 | $ 254,568 | $ 342,111 | $ 136,400 |
US Dollar [Member] | Cash Cash and Cash Equivalents and Current Assets [Member] | ||||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||||
Currency denominated percentage | 75.00% | 64.00% | ||
US Dollar [Member] | Current Financial Assets and Cash and Cash Equivalents [Member] | ||||
Disclosure Of Financial Assets And Liabilities [Line Items] | ||||
Currency denominated percentage | 79.00% | 69.00% |
Financial Assets and Liabilit69
Financial Assets and Liabilities - Summary of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of financial assets [Line Items] | ||
Fair Value | $ 558 | $ (1,776) |
Derivative financial assets | 558 | |
Derivative financial liabilities | 0 | (1,776) |
USD Forward Sale Contracts [Member] | ||
Disclosure of financial assets [Line Items] | ||
Notional | 18,775 | 44,914 |
Fair Value | $ 558 | $ (1,776) |
Maturity | 2,018 | 2017 to 2018 |
USD Forward Purchase Contracts [Member] | ||
Disclosure of financial assets [Line Items] | ||
Maturity | - | - |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of inventories [line items] | ||
Provision for impairment | $ 0 | $ 0 |
Laboratory Equipment [Member] | ||
Disclosure of inventories [line items] | ||
Inventories | $ 250,000 | $ 118,000 |
Trade Receivables and Other C71
Trade Receivables and Other Current Assets - Disclosure of Trade Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Trade and other receivables [Abstract] | ||
Trade receivables | $ 3,079 | $ 3,914 |
Valuation allowance | (326) | (287) |
Total net value of trade receivables | $ 2,753 | $ 3,627 |
Trade Receivables and Other C72
Trade Receivables and Other Current Assets - Disclosure of Subsidies Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables1 [Abstract] | ||
Research tax credit | $ 9,039 | $ 8,389 |
Other subsidies | 1,812 | 1,500 |
Valuation allowance for other subsidies | (1,326) | (1,166) |
Total | $ 9,524 | $ 8,723 |
Trade Receivables and Other C73
Trade Receivables and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Prepaid Expenses and Other Current Assets [Line Items] | ||
Research tax credit receivables | $ 9,039 | $ 8,389 |
Other deferred expenses | 600 | |
Other current assets | 2,993 | 363 |
Tax receivables | 600 | |
Social charges on personnel expenses | 300 | |
Calyxt Inc. [Member] | ||
Prepaid Expenses and Other Current Assets [Line Items] | ||
Deferred expense on sale and lease-back transaction | 2,100 | |
France [Member] | ||
Prepaid Expenses and Other Current Assets [Line Items] | ||
Research tax credit receivables | $ 8,200 | $ 7,600 |
Trade Receivables and Other C74
Trade Receivables and Other Current Assets - Disclosure of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [abstract] | ||
VAT receivables | $ 1,543 | $ 1,605 |
Prepaid expenses and other prepayments | 8,304 | 6,615 |
Tax and social receivables | 873 | 285 |
Deferred expenses and other current assets | 2,993 | 363 |
Total | $ 13,713 | $ 8,870 |
Current Financial Assets and 75
Current Financial Assets and Cash and Cash Equivalents - Summary of Current Financial Assets and Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Disclosure Of Current Financial Assets And Cash And Cash Equivalents [Line Items] | ||||
Current financial assets | $ 40,602 | $ 36,592 | ||
Cash and cash equivalents | 256,380 | 254,568 | $ 342,111 | $ 136,400 |
Carrying value [member] | ||||
Disclosure Of Current Financial Assets And Cash And Cash Equivalents [Line Items] | ||||
Current financial assets | 40,602 | 36,592 | ||
Cash and cash equivalents | 256,380 | 254,567 | ||
Current financial assets and cash and cash equivalents | 296,982 | 291,159 | ||
Estimated fair value [member] | ||||
Disclosure Of Current Financial Assets And Cash And Cash Equivalents [Line Items] | ||||
Current financial assets | 40,602 | 36,592 | ||
Cash and cash equivalents | 256,380 | 254,567 | ||
Current financial assets and cash and cash equivalents | $ 296,982 | $ 291,159 |
Current Financial Assets and 76
Current Financial Assets and Cash and Cash Equivalents - Additional Information (Detail) | Dec. 31, 2017USD ($) |
Disclosure Of Current Financial Assets And Cash And Cash Equivalents [Line Items] | |
Nominal value amount | $ 40,300,000 |
Fair value amount | 39,700,000 |
Valuation inputs [member] | |
Disclosure Of Current Financial Assets And Cash And Cash Equivalents [Line Items] | |
Nominal value amount | 600,000 |
Fair value amount | $ 600,000 |
Current Financial Assets and 77
Current Financial Assets and Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents [Abstract] | ||||
Cash and bank accounts | $ 219,368 | $ 222,089 | ||
Money market funds | 13,026 | 12,451 | ||
Fixed bank deposits | 23,986 | 20,028 | ||
Total cash and cash equivalents | $ 256,380 | $ 254,568 | $ 342,111 | $ 136,400 |
Financial Liabilities - Schedul
Financial Liabilities - Schedule of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Categories of financial liabilities [Abstract] | ||
Finance leases | $ 13 | $ 30 |
Total non-current financial liabilities | 13 | 30 |
Finance leases | 21 | 38 |
Derivative instruments | 1,692 | |
Total current financial liabilities | 21 | 1,730 |
Trade payables | 9,460 | 9,722 |
Other current liabilities | 6,570 | 5,197 |
Total Financial liabilities | $ 16,064 | $ 16,678 |
Financial Liabilities - Sched79
Financial Liabilities - Schedule Representing Due Dates of the Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of offsetting of financial liabilities [Line Items] | ||
Finance leases | $ 34 | |
Derivative instruments | 0 | $ (1,776) |
Financial liabilities | 34 | |
Trade payables | 9,460 | 9,722 |
Other current liabilities | 6,570 | 5,197 |
Total Financial liabilities | 16,064 | $ 16,678 |
Less than 1 year [member] | ||
Disclosure of offsetting of financial liabilities [Line Items] | ||
Finance leases | 21 | |
Derivative instruments | 0 | |
Financial liabilities | 21 | |
Trade payables | 9,460 | |
Other current liabilities | 6,570 | |
Total Financial liabilities | 16,051 | |
One to Five Years [member] | ||
Disclosure of offsetting of financial liabilities [Line Items] | ||
Finance leases | 13 | |
Derivative instruments | 0 | |
Financial liabilities | 13 | |
Total Financial liabilities | 13 | |
More than 5 years [member] | ||
Disclosure of offsetting of financial liabilities [Line Items] | ||
Derivative instruments | $ 0 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Miscellaneous current liabilities [Abstract] | ||
VAT Payables | $ 9 | $ 192 |
Accruals for personnel related expenses | 5,982 | 4,140 |
Other | 579 | 864 |
Total | $ 6,570 | $ 5,196 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Other Current Liabilities [Line Items] | ||
Amount incurred for higher annual bonus of Plant segment personnel | $ 0.8 | |
Higher social charges, other immaterial offset variances | 0.2 | |
Subsidies liabilities | 0.3 | $ 0.5 |
Reimbursement of excess subsidy | 0.3 | |
Stock Options [Member] | ||
Disclosure of Other Current Liabilities [Line Items] | ||
Higher social charges on stock options grant | $ 0.6 |
Deferred Revenues and Deferre82
Deferred Revenues and Deferred Income - Summary of Deferred Revenues and Deferred Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Accruals and deferred income [Abstract] | ||
Deferred revenues | $ 38,768 | $ 26,056 |
Lease incentive | 161 | |
Total Deferred revenue and deferred income | $ 38,929 | $ 26,056 |
Deferred Revenues and Deferre83
Deferred Revenues and Deferred Income - Additional Information (Detail) $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2011EUR (€) | Dec. 31, 2017 | Dec. 31, 2016USD ($) | |
Deferred Revenues And Deferred Income [Line Items] | |||
Lease incentive | $ | $ 161 | ||
Lease term | 6-year lease term | ||
Lessor [member] | |||
Deferred Revenues And Deferred Income [Line Items] | |||
Lease incentive | € | € 1.1 |
Capital - Schedule of Classes o
Capital - Schedule of Classes of Share Capital (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of classes of share capital [Line Items] | |||
Beginning balance | $ 274,671 | $ 287,002 | $ 72,272 |
Non-cash stock based compensation expense | 42,968 | ||
Other movements | (38) | 77 | |
Balance at end of year | 285,904 | 274,671 | 287,002 |
Balance at beginning of year | 568,185 | 509,938 | 263,100 |
Balance at end of year | $ 614,037 | $ 568,185 | $ 509,938 |
Balance at beginning of year | 35,335,060 | 35,178,614 | 29,446,721 |
Balance at end of year | 35,960,062 | 35,335,060 | 35,178,614 |
Nominal value | $ 0.05 | $ 0.05 | $ 0.05 |
Nominal value | $ 0.05 | $ 0.05 | $ 0.05 |
IPO Nasdaq [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Capital increase by issuance of common shares | $ 209,899 | ||
Capital increase by issuance of common shares | 5,500,000 | ||
BSA, BSPCE and free shares [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Capital increase by issuance of common shares | $ 2,921 | $ 723 | $ 4,325 |
Capital increase by issuance of common shares | 625,002 | 156,446 | 231,893 |
Reserve of share-based payments [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Non-cash stock based compensation expense | $ 57,524 | $ 32,614 | |
Premiums related to share capital [Member] | |||
Disclosure of classes of share capital [Line Items] | |||
Beginning balance | $ 568,185 | 509,938 | 263,100 |
Other movements | (37) | ||
Balance at end of year | 614,037 | 568,185 | 509,938 |
Share capital ordinary shares [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Beginning balance | 2,332 | 2,323 | 2,014 |
Balance at end of year | 2,367 | 2,332 | 2,323 |
Share capital ordinary shares [member] | IPO Nasdaq [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Capital increase by issuance of common shares (IPO Nasdaq) | 297 | ||
Share capital ordinary shares [member] | BSA, BSPCE and free shares [member] | |||
Disclosure of classes of share capital [Line Items] | |||
Capital increase by issuance of common shares (IPO Nasdaq) | $ 35 | $ 9 | $ 13 |
Capital - Additional Informatio
Capital - Additional Information (Detail) | Dec. 31, 2017$ / sharesshares | Jul. 25, 2017USD ($)$ / sharesshares | May 18, 2015USD ($) | Mar. 30, 2015USD ($)shares | Oct. 28, 2014USD ($)shares | Apr. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 19, 2013USD ($) | Oct. 28, 2011shares |
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 31,873 | 31,873 | 156,446 | ||||||||||
Exercise stock option | $ 734,234,000 | ||||||||||||
Options exercise | 31,873 | 31,873 | |||||||||||
Voting right description | 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. | ||||||||||
Number of shares ordinary outstanding | shares | 35,960,062 | 35,960,062 | 35,335,060 | 35,178,614 | 29,446,721 | ||||||||
Number of shares ordinary having double voting right | shares | 5,155,335 | 4,531,047 | 7,470,898 | ||||||||||
Compensation expense | $ (42,968,000) | ||||||||||||
Par value per share | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||
Non-controlling shareholders interest | 20.30% | ||||||||||||
Calyxt Inc [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 8,050,000 | ||||||||||||
Exercise stock option | $ 64,400,000 | $ 58,000,000 | |||||||||||
Par value per share | $ / shares | $ 8 | ||||||||||||
Shares to underwriters | $ 20,000,000 | ||||||||||||
Non-controlling shareholders interest | 20.30% | 20.30% | |||||||||||
Hold Two Years [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Voting right description | After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes. | ||||||||||||
BSA [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 1,470,836 | 12,195,113 | |||||||||||
Exercise stock option | $ 16,400,000 | ||||||||||||
Ectycell S.A.S. [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Equity interests | 75.00% | ||||||||||||
Fair value of consideration | $ 4,800,000 | ||||||||||||
Cellectis [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Equity interests | 75.50% | ||||||||||||
Fair value of consideration | $ 4,600,000 | ||||||||||||
Non-controlling interest percentage | $ 0.245 | ||||||||||||
Cellectis Bioresearch S.A.S. [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Repurchased share | $ 4,000,000 | ||||||||||||
American depositary [member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 5,500,000 | 101,893 | |||||||||||
Exercise stock option | $ 228,300,000 | ||||||||||||
Fees related issue of shares | $ 18,100,000 | ||||||||||||
American depositary [member] | Warrants [member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Options exercise | 70,000 | ||||||||||||
Calyxt Inc. [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Equity interests | 12.90% | 6.10% | 0.40% | 12.90% | |||||||||
Compensation expense | $ 600,000 | $ 100,000 | $ 6,700,000 | ||||||||||
Natixis [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Repurchased share | 300,000 | $ 300,000 | |||||||||||
Initial advance payment | $ 400,000 | ||||||||||||
Free Shares [member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares converted | shares | 466,950 | ||||||||||||
Options exercise | 99,488 | ||||||||||||
Free Shares [member] | American depositary [member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 60,000 | ||||||||||||
BSPCE [member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Number of shares for sale | shares | 126,179 | 126,179 | |||||||||||
Number of employee warrants exercisable | shares | 121,492 | ||||||||||||
Exercise stock option | $ 2,173,058,000 | ||||||||||||
Options exercise | 6,700 | ||||||||||||
BSA [Member] | |||||||||||||
Capital Structure [Line Items] | |||||||||||||
Exercise stock option | $ 252,171,000 | ||||||||||||
Options exercise | 50,000 | ||||||||||||
Number of non-employee warrants subscribed | shares | 228,000 |
Capital - Disclosure of Share W
Capital - Disclosure of Share Warrants and Non-employee Warrants (Detail) | Oct. 11, 2017 | Oct. 28, 2016 | Mar. 14, 2016 | Sep. 08, 2015 | Mar. 24, 2015 | Dec. 31, 2017shares |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Number of warrants/shares outstanding | 9,956,066 | |||||
Number of warrants/shares granted | 1,460,000 | |||||
Number of warrants/shares vested/exercised | 625,002 | |||||
Number of warrants/shares voided | 341,891 | |||||
Number of warrants/shares outstanding | 10,449,173 | |||||
Maximum of shares to be issued | 10,450,007 | |||||
Number of warrants/shares exercisable | 4,292,208 | |||||
BSPCE C [Member] | 7/20/2007 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 7/20/2007 | |||||
Type | BSPCE C | |||||
Number of warrants/shares outstanding | 126,292 | |||||
Number of warrants/shares vested/exercised | 126,179 | |||||
Number of warrants/shares voided | 113 | |||||
BSPCE D [Member] | 2/28/2008 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 2/28/2008 | |||||
Type | BSPCE D | |||||
Number of warrants/shares outstanding | 1,867 | |||||
Number of warrants/shares outstanding | 1,867 | |||||
Maximum of shares to be issued | 1,939 | |||||
Number of warrants/shares exercisable | 1,867 | |||||
BSPCE E [Member] | 7/27/2010 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 7/27/2010 | |||||
Type | BSPCE E | |||||
Number of warrants/shares outstanding | 19,702 | |||||
Number of warrants/shares outstanding | 19,702 | |||||
Maximum of shares to be issued | 20,464 | |||||
Number of warrants/shares exercisable | 19,702 | |||||
Free Shares [member] | 3/19/2013 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/19/2013 | |||||
Type | Free shares | |||||
Number of warrants/shares outstanding | 2,000 | |||||
Number of warrants/shares vested/exercised | 2,000 | |||||
Free Shares [member] | 1/8/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 1/08/2015 | |||||
Type | Free shares | |||||
Number of warrants/shares outstanding | 50,000 | |||||
Number of warrants/shares vested/exercised | 50,000 | |||||
Free Shares [member] | 3/12/2014 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/12/2014 | |||||
Type | Free shares | |||||
Number of warrants/shares outstanding | 440,550 | |||||
Number of warrants/shares vested/exercised | 414,950 | |||||
Number of warrants/shares voided | 10,000 | |||||
Number of warrants/shares outstanding | 15,600 | |||||
Maximum of shares to be issued | 15,600 | |||||
BSA [Member] | 3/27/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/27/2015 | |||||
Type | BSA | |||||
Number of warrants/shares outstanding | 180,000 | |||||
Number of warrants/shares outstanding | 180,000 | |||||
Maximum of shares to be issued | 180,000 | |||||
Number of warrants/shares exercisable | 120,000 | |||||
BSA [Member] | 5/18/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 5/18/2015 | |||||
Type | BSA | |||||
Number of warrants/shares outstanding | 50,000 | |||||
Number of warrants/shares outstanding | 50,000 | |||||
Maximum of shares to be issued | 50,000 | |||||
Number of warrants/shares exercisable | 33,333 | |||||
BSA [Member] | 9/8/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 9/08/2015 | |||||
Type | BSA | |||||
Number of warrants/shares outstanding | 274,200 | |||||
Number of warrants/shares outstanding | 274,200 | |||||
Maximum of shares to be issued | 274,200 | |||||
Number of warrants/shares exercisable | 182,800 | |||||
BSA [Member] | 3/14/2016 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/14/2016 | |||||
Type | BSA | |||||
Number of warrants/shares outstanding | 187,200 | |||||
Number of warrants/shares outstanding | 187,200 | |||||
Maximum of shares to be issued | 187,200 | |||||
Number of warrants/shares exercisable | 62,400 | |||||
BSA [Member] | 10/28/2016 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 0/28/2016 | |||||
Type | BSA | |||||
Number of warrants/shares outstanding | 188,000 | |||||
Number of warrants/shares voided | 40,000 | |||||
Number of warrants/shares outstanding | 148,000 | |||||
Maximum of shares to be issued | 148,000 | |||||
Number of warrants/shares exercisable | 49,333 | |||||
BSA [Member] | 11/10/2017 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 1/10/2017 | |||||
Type | BSA | |||||
Number of warrants/shares granted | 240,000 | |||||
Number of warrants/shares outstanding | 240,000 | |||||
Maximum of shares to be issued | 240,000 | |||||
Stock Options [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | Oct. 11, 2017 | Oct. 28, 2016 | Mar. 14, 2016 | Sep. 8, 2015 | Mar. 24, 2015 | |
Stock Options [Member] | 3/24/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/24/2015 | |||||
Type | Stock Options | |||||
Number of warrants/shares outstanding | 1,763,840 | |||||
Number of warrants/shares voided | 14,785 | |||||
Number of warrants/shares outstanding | 1,749,055 | |||||
Maximum of shares to be issued | 1,749,055 | |||||
Number of warrants/shares exercisable | 1,206,528 | |||||
Stock Options [Member] | 9/8/2015 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 9/08/2015 | |||||
Type | Stock Options | |||||
Number of warrants/shares outstanding | 1,868,800 | |||||
Number of warrants/shares voided | 66,800 | |||||
Number of warrants/shares outstanding | 1,802,000 | |||||
Maximum of shares to be issued | 1,802,000 | |||||
Number of warrants/shares exercisable | 1,061,625 | |||||
Stock Options [Member] | 3/14/2016 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 3/14/2016 | |||||
Type | Stock Options | |||||
Number of warrants/shares outstanding | 2,030,587 | |||||
Number of warrants/shares vested/exercised | 17,544 | |||||
Number of warrants/shares voided | 67,095 | |||||
Number of warrants/shares outstanding | 1,945,948 | |||||
Maximum of shares to be issued | 1,945,948 | |||||
Number of warrants/shares exercisable | 799,849 | |||||
Stock Options [Member] | 10/28/2016 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 0/28/2016 | |||||
Type | Stock Options | |||||
Number of warrants/shares outstanding | 2,773,028 | |||||
Number of warrants/shares vested/exercised | 14,329 | |||||
Number of warrants/shares voided | 143,098 | |||||
Number of warrants/shares outstanding | 2,615,601 | |||||
Maximum of shares to be issued | 2,615,601 | |||||
Number of warrants/shares exercisable | 754,770 | |||||
Stock Options [Member] | 11/10/2017 [Member] | ||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||
Date | 1/10/2017 | |||||
Type | Stock Options | |||||
Number of warrants/shares granted | 1,220,000 | |||||
Number of warrants/shares outstanding | 1,220,000 | |||||
Maximum of shares to be issued | 1,220,000 |
Capital - Schedule of Informati
Capital - Schedule of Information Relating to Subsidiaries that Reported Non-Controlling Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of analysis of other comprehensive income by item [Line Items] | ||||
Revenue | $ 25,188 | $ 44,808 | $ 55,864 | |
Net Profit (Loss) | (103,683) | (67,255) | (22,606) | $ (1,292) |
Net Profit (Loss) attributable to NCI | (4,315) | 190 | ||
Other comprehensive income | 23,230 | (4,363) | (6,785) | |
Total comprehensive income | (80,453) | (71,618) | (29,391) | |
Total comprehensive income attributable to NCI | (75,731) | (71,607) | (29,640) | |
Current assets | 323,221 | 312,498 | 363,863 | 160,262 |
Non-current assets | 9,661 | 18,935 | 7,451 | 6,815 |
Current liabilities | 43,534 | 56,171 | 83,765 | 90,894 |
Non-current liabilities | 3,443 | 590 | $ 548 | $ 3,911 |
Calyxt Inc. [Member] | ||||
Disclosure of analysis of other comprehensive income by item [Line Items] | ||||
Revenue | 747 | 585 | ||
Net Profit (Loss) | (18,837) | (8,732) | ||
Net Profit (Loss) attributable to NCI | (4,315) | |||
Other comprehensive income | (5,856) | 1,259 | ||
Total comprehensive income | (24,693) | (7,473) | ||
Total comprehensive income attributable to NCI | (4,723) | (12) | ||
Current assets | 59,753 | 5,626 | ||
Non-current assets | 2,072 | 10,967 | ||
Current liabilities | 3,027 | 1,746 | ||
Non-current liabilities | 0 | 0 | ||
Net assets | 64,852 | $ 18,339 | ||
Net assets attributable to NCI | $ 13,145 |
Share-based Payments - Addition
Share-based Payments - Additional Information (Detail) $ in Thousands | Jun. 14, 2019 | Jun. 14, 2018 | Oct. 11, 2017 | Jun. 14, 2017 | Apr. 10, 2015 | Jan. 03, 2015 | Jul. 27, 2013 | Jan. 01, 2012 | Apr. 07, 2018 | Apr. 07, 2017 | Sep. 08, 2016 | Apr. 07, 2016 | Sep. 08, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Non-cash stock-based compensation expense | $ 50,418 | $ 58,622 | $ 33,402 | |||||||||||||||||
Stock-split ratio | 2.45-to-1 stock-split | |||||||||||||||||||
Top of Range [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 100.00% | |||||||||||||||||||
Number of additional shares vested percentage | 25.00% | |||||||||||||||||||
Employees and Officers [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of share options granted | 1,452,333 | |||||||||||||||||||
Non-cash stock-based compensation expense | $ 4,700 | |||||||||||||||||||
Bon de Souscription d' Action [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Date | Jul. 27, 2010 | |||||||||||||||||||
Vested | 19,704 | 19,702 | ||||||||||||||||||
S A Stock Options [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Vesting description | The stock options are subject to a two-year vesting period for French employees and four years for foreign citizens. | |||||||||||||||||||
Stock Option Granted on December 3, 2014 [Member] | Employees [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 25.00% | 6.25% | 100.00% | |||||||||||||||||
Stock Option Granted on December 3, 2014 [Member] | Employees [Member] | Triggering Event or Initial Public Offering [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 25.00% | 25.00% | ||||||||||||||||||
Stock Option Granted on December 3, 2014 [Member] | Employees [Member] | Initial Public Offering [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 12.50% | |||||||||||||||||||
Stock Option Granted on December 3, 2014 [Member] | Managers and Consultants [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 20.00% | 20.00% | 5.00% | |||||||||||||||||
Stock Option Granted on December 3, 2014 [Member] | Managers and Consultants [Member] | Triggering Event or Initial Public Offering [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 10.00% | 100.00% | ||||||||||||||||||
Stock Option Granted On September 8, 2015 [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 20.00% | 20.00% | 5.00% | |||||||||||||||||
Stock Option Granted On September 8, 2015 [Member] | Triggering Event or Initial Public Offering [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 25.00% | |||||||||||||||||||
Stock Option Granted on April 7, 2016 [Member] | VP and Consultants [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 20.00% | |||||||||||||||||||
Stock Option Granted on April 7, 2016 [Member] | VP and Consultants [Member] | Major Share Options Transactions [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 10.00% | 5.00% | ||||||||||||||||||
Stock Option Granted on April 7, 2016 [Member] | VP and Consultants [Member] | Triggering Event or Initial Public Offering [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 25.00% | |||||||||||||||||||
Stock Option Granted on April 7, 2016 [Member] | Heads Of Department And Analysts [Member] | Major Share Options Transactions [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 10.00% | 20.00% | 5.00% | |||||||||||||||||
Stock Option Granted On October 14, 2017 [Member] | Employees and Officers [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of share options granted | 1,220,000 | |||||||||||||||||||
Non-cash stock-based compensation expense | $ 500 | |||||||||||||||||||
Stock Option Granted on June 14, 2017 [Member] | Employees and Officers [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of share options granted | 2,119,698 | |||||||||||||||||||
Non-cash stock-based compensation expense | $ 2,000 | |||||||||||||||||||
Stock Option Granted on June 14, 2017 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 20.00% | |||||||||||||||||||
S A Free Shares [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Vesting description | The free shares are subject to a two-year vesting period for French employees and four years for foreign citizens. | |||||||||||||||||||
Warrants Granted on October Eleven Two Thousand and Seventeen [Member] | Board of Directors [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Non-cash stock-based compensation expense | $ 500 | |||||||||||||||||||
Number of warrants granted | 240,000 | |||||||||||||||||||
Stock Option Granted on June 14, 2018 [Member] | Employees [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 15.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2018 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 15.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | Employees [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 10.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | Employees [Member] | Calyxt Inc [Member] | Each Quarter after Second Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 5.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 15.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | Each Quarter after Second Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 5.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 10.00% | |||||||||||||||||||
Stock Option Granted on June 14, 2019 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | Each Quarter after First Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of shares vested percentage | 5.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2018 [Member] | Employees [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 15.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2018 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 15.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | Employees [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 10.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | Employees [Member] | Calyxt Inc [Member] | Each Quarter after Second Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 5.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 15.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | Directors and Consultants [Member] | Calyxt Inc [Member] | Each Quarter after Second Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 5.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 10.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2019 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | Each Quarter after First Anniversary [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 5.00% | |||||||||||||||||||
Restricted stock units granted on June 14, 2017 [Member] | CFO and CCO [Member] | Calyxt Inc [Member] | ||||||||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||||||||||||||
Number of restricted shares vested percentage | 20.00% |
Share-based Payments - Schedule
Share-based Payments - Schedule of Non-Cash Share-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | $ 50,418 | $ 58,622 | $ 33,402 |
Free Shares 2014 and Before [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 1 | 102 | 407 |
Free Shares 2015 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 2,618 | 7,160 | 4,739 |
Stock Options 2015 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 12,588 | 29,985 | 25,205 |
BSA 2015 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 1,571 | 3,436 | 2,261 |
Stock Options Calyxt 2015 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 164 | 321 | $ 790 |
Stock Options 2016 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 23,704 | 15,616 | |
BSA 2016 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 1,459 | 1,224 | |
Stock Options Calyxt 2016 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 611 | $ 777 | |
Stock options 2017 [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 546 | ||
BSA 2017 [member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 481 | ||
Stock Options Calyxt 2017 [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | 1,977 | ||
RSU Calyxt [Member] | |||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||
Non-cash share-based compensation expense | $ 4,697 |
Share-based Payments - Summary
Share-based Payments - Summary of Vesting Details (Detail) | Jun. 14, 2017$ / sharesshares | Jul. 27, 2010EUR (€)€ / sharesshares |
BSPCE [Member] | Vesting Period One [Member] | ||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||
Number of BSPCE granted | Jul. 27, 2010 | |
Share entitlement per BSPCE | 1 year | |
Exercise price | Jul. 27, 2020 | |
Valuation method used | 19,702 | |
Share entitlement per BSPCE | shares | 1 | |
Exercise price (in euros per share) | € 8.28 | |
Valuation method used | Black-Scholes | |
Grant date share fair value (in euros per share) | € 8.28 | |
Expected volatility | 54.00% | |
Average life of BSPCE | 5.5 | |
Discount rate | 3.14% | |
Expected dividends | 0.00% | |
Fair value per BSPCE (in euros per share) | € / shares | € 5.52 | |
BSPCE [Member] | Vesting Period Two [Member] | ||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||
Number of BSPCE granted | Jul. 27, 2010 | |
Share entitlement per BSPCE | 2 years | |
Exercise price | Jul. 27, 2020 | |
Valuation method used | 19,702 | |
Share entitlement per BSPCE | shares | 1 | |
Exercise price (in euros per share) | € 8.28 | |
Valuation method used | Black-Scholes | |
Grant date share fair value (in euros per share) | € 8.28 | |
Expected volatility | 54.00% | |
Average life of BSPCE | 6 | |
Discount rate | 3.14% | |
Expected dividends | 0.00% | |
Fair value per BSPCE (in euros per share) | € / shares | € 5.52 | |
BSPCE [Member] | Vesting Period Three [Member] | ||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||
Number of BSPCE granted | Jul. 27, 2010 | |
Share entitlement per BSPCE | 3 years | |
Exercise price | Jul. 27, 2020 | |
Valuation method used | 19,704 | |
Share entitlement per BSPCE | shares | 1 | |
Exercise price (in euros per share) | € 8.28 | |
Valuation method used | Black-Scholes | |
Grant date share fair value (in euros per share) | € 8.28 | |
Expected volatility | 54.00% | |
Average life of BSPCE | 6.5 | |
Discount rate | 3.14% | |
Expected dividends | 0.00% | |
Fair value per BSPCE (in euros per share) | € / shares | € 5.52 | |
RSU Calyxt 2017 [Member] | Calyxt Inc [Member] | ||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||
Vesting period | Graded | |
Number of RSU granted | shares | 1,452,333 | |
Share entitlement per RSU | shares | 1 | |
Grant date share fair value (in $ per share) | $ / shares | $ 13.29 | |
Expected dividends | 0.00% |
Share-based Payments - Summar91
Share-based Payments - Summary of Vesting Details of Free Shares (Detail) - Free Shares [member] - EUR (€) | May 18, 2015 | Jan. 08, 2015 | Mar. 19, 2014 | Mar. 19, 2013 | Sep. 18, 2012 |
Vesting Period One [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | Sep. 18, 2012 | ||||
Vesting period (years) | 2 years | ||||
Number of Free shares granted | 102,099 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 5.37 | ||||
Expected dividends | 0.00% | ||||
Vesting Period Two [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | Mar. 19, 2013 | ||||
Vesting period (years) | 2 years | ||||
Number of Free shares granted | 102,000 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 6.86 | ||||
Expected dividends | 0.00% | ||||
Vesting Period Three [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | Mar. 19, 2014 | ||||
Vesting period (years) | 2 years | ||||
Number of Free shares granted | 100,000 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 6.16 | ||||
Expected dividends | 0.00% | ||||
Vesting Period Four [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | Jan. 8, 2015 | ||||
Vesting period (years) | 2 years | ||||
Number of Free shares granted | 50,000 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 19.10 | ||||
Expected dividends | 0.00% | ||||
Vesting Period Five [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | May 18, 2015 | ||||
Vesting period (years) | 2 years | ||||
Number of Free shares granted | 426,300 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 28.17 | ||||
Expected dividends | 0.00% | ||||
Vesting Period Six [Member] | |||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | May 18, 2015 | ||||
Vesting period (years) | 4 years | ||||
Number of Free shares granted | 24,100 | ||||
Share entitlement per Free share | 1 | ||||
Grant date share fair value (in euros per share) | € 28.17 | ||||
Expected dividends | 0.00% |
Share-based Payments - Summar92
Share-based Payments - Summary of Vesting Details of Stock Option (Detail) - Stock Options [Member] - EUR (€) | Oct. 11, 2017 | Oct. 28, 2016 | Mar. 14, 2016 | Sep. 08, 2015 | Mar. 24, 2015 |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||
Date | Oct. 11, 2017 | Oct. 28, 2016 | Mar. 14, 2016 | Sep. 8, 2015 | Mar. 24, 2015 |
Vesting period | Graded | Graded | Graded | Graded | Graded |
Plan expiration date | Nov. 10, 2027 | Oct. 28, 2026 | Mar. 14, 2026 | Aug. 9, 2025 | Mar. 24, 2025 |
Number of options granted | 1,220,000 | 2,773,028 | 2,060,602 | 1,982,300 | 1,892,300 |
Share entitlement per options | 1 | 1 | 1 | 1 | 1 |
Exercise price (in euros per share) | € 22.57 | € 17.90 | € 22.44 | € 27.55 | € 38.45 |
Valuation method used | Black-Scholes | Black-Scholes | Black-Scholes | Black-Scholes | Black-Scholes |
Grant date share fair value (in euros per share) | € 24.01 | € 16.42 | € 22.48 | € 28.59 | € 40 |
Expected volatility | 65.60% | 63.20% | 62.80% | 59.90% | 59.80% |
Average life of options | 6.12 | 6.12 | 6.11 | 6.11 | 6.11 |
Discount rate | 0.03% | 0.00% | 0.03% | 0.42% | 0.16% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair value per options (in euros per share) | € 14.30 | € 8.96 | € 12.65 | € 15.86 | € 22.02 |
Share-based Payments - Summar93
Share-based Payments - Summary of Vesting Details of Warrant (Detail) | Nov. 10, 2017EUR (€)€ / sharesshares | Oct. 28, 2016EUR (€)€ / sharesshares | Mar. 14, 2016EUR (€)€ / sharesshares | Sep. 08, 2015EUR (€)€ / sharesshares | May 18, 2015EUR (€)€ / sharesshares | Mar. 27, 2015EUR (€)€ / sharesshares | Dec. 31, 2017 |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Number of warrants granted | 1,460,000 | ||||||
Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Nov. 10, 2017 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Nov. 10, 2027 | ||||||
Number of warrants granted | 240,000 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 24.34 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 24.95 | ||||||
Expected volatility | 64.70% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.12% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 13.20 | ||||||
Vesting Period One [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Mar. 27, 2015 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Mar. 27, 2025 | ||||||
Number of warrants granted | 130,000 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 38.45 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 32.15 | ||||||
Expected volatility | 59.10% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.42% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 13.95 | ||||||
Vesting Period Two [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Mar. 27, 2015 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Mar. 27, 2025 | ||||||
Number of warrants granted | 50,000 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 38.45 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 28.17 | ||||||
Expected volatility | 59.10% | ||||||
Average life of warrant | 5 years 9 months 29 days | ||||||
Discount rate | 0.94% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 11.10 | ||||||
Vesting Period Three [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | May 18, 2015 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | May 18, 2025 | ||||||
Number of warrants granted | 50,000 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 29.58 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 28.17 | ||||||
Expected volatility | 59.10% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.94% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 13.51 | ||||||
Vesting Period Four [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Sep. 8, 2015 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Sep. 8, 2025 | ||||||
Number of warrants granted | 274,200 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 28.01 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 28.59 | ||||||
Expected volatility | 60.50% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.43% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 14.24 | ||||||
Vesting Period Five [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Mar. 14, 2016 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Mar. 14, 2026 | ||||||
Number of warrants granted | 229,361 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 27.37 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 22.48 | ||||||
Expected volatility | 62.80% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.04% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 10.51 | ||||||
Vesting Period Six [Member] | Warrants [member] | |||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | |||||||
Date | Oct. 28, 2016 | ||||||
Vesting period (years) | Graded | ||||||
Plan expiration date | Oct. 28, 2026 | ||||||
Number of warrants granted | 188,000 | ||||||
Share entitlement per warrant | shares | 1 | ||||||
Exercise price (in euros per share) | € | € 18.68 | ||||||
Valuation method used | Black- Scholes | ||||||
Grant date share fair value (in euros per share) | € 16.42 | ||||||
Expected volatility | 63.10% | ||||||
Average life of warrant | 6 years | ||||||
Discount rate | 0.00% | ||||||
Expected dividends | 0.00% | ||||||
Fair value per warrant (in euros per share) | € 7.88 |
Share-based Payments - Summar94
Share-based Payments - Summary of Stock Option Vesting Details of Subsidiaries (Detail) - Stock Options [Member] - EUR (€) | Oct. 11, 2017 | Jun. 14, 2017 | Oct. 28, 2016 | Apr. 07, 2016 | Mar. 14, 2016 | Sep. 08, 2015 | Mar. 24, 2015 | Dec. 03, 2014 |
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||
Date | Oct. 11, 2017 | Oct. 28, 2016 | Mar. 14, 2016 | Sep. 8, 2015 | Mar. 24, 2015 | |||
Vesting period | Graded | Graded | Graded | Graded | Graded | |||
Plan expiration date | Nov. 10, 2027 | Oct. 28, 2026 | Mar. 14, 2026 | Aug. 9, 2025 | Mar. 24, 2025 | |||
Number of options granted | 1,220,000 | 2,773,028 | 2,060,602 | 1,982,300 | 1,892,300 | |||
Share entitlement per options | 1 | 1 | 1 | 1 | 1 | |||
Exercise price (in $ per share) | € 22.57 | € 17.90 | € 22.44 | € 27.55 | € 38.45 | |||
Valuation method used | Black-Scholes | Black-Scholes | Black-Scholes | Black-Scholes | Black-Scholes | |||
Grant date share fair value (in $ per share) | € 24.01 | € 16.42 | € 22.48 | € 28.59 | € 40 | |||
Expected volatility | 65.60% | 63.20% | 62.80% | 59.90% | 59.80% | |||
Average life of options | 6.12 | 6.12 | 6.11 | 6.11 | 6.11 | |||
Discount rate | 0.03% | 0.00% | 0.03% | 0.42% | 0.16% | |||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||
Fair value per options (in $ per share) | € 14.30 | € 8.96 | € 12.65 | € 15.86 | € 22.02 | |||
Calyxt Inc. [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||
Date | Jun. 14, 2017 | Apr. 7, 2016 | Sep. 8, 2015 | |||||
Vesting period | Graded | Graded | Graded | |||||
Plan expiration date | Jun. 14, 2027 | Apr. 7, 2026 | Sep. 8, 2025 | |||||
Number of options granted | 2,119,698 | 1,678,250 | 113,925 | |||||
Share entitlement per options | 1 | 1 | 1 | |||||
Exercise price (in $ per share) | € 13.29 | € 3.59 | € 21.83 | |||||
Valuation method used | Black- Scholes | Black- Scholes | Black- Scholes | |||||
Grant date share fair value (in $ per share) | € 13.29 | € 3.59 | € 21.83 | |||||
Expected volatility | 25.00% | 30.00% | 54.30% | |||||
Average life of options | 6.57 | 5.74 | 5.53 | |||||
Discount rate | 1.96% | 1.41% | 1.65% | |||||
Expected dividends | 0.00% | 0.00% | 0.00% | |||||
Fair value per options (in $ per share) | € 4 | € 1.11 | € 10.93 | |||||
Employees [Member] | Calyxt Inc. [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||
Date | Dec. 3, 2014 | |||||||
Vesting period | Graded | |||||||
Plan expiration date | Dec. 3, 2024 | |||||||
Number of options granted | 71,050 | |||||||
Share entitlement per options | 1 | |||||||
Exercise price (in $ per share) | € 3.71 | |||||||
Valuation method used | Black- Scholes | |||||||
Grant date share fair value (in $ per share) | € 3.71 | |||||||
Expected volatility | 48.00% | |||||||
Average life of options | 6.16 | |||||||
Discount rate | 1.74% | |||||||
Expected dividends | 0.00% | |||||||
Fair value per options (in $ per share) | € 1.78 | |||||||
Managers [Member] | Calyxt Inc. [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [Line Items] | ||||||||
Date | Dec. 3, 2014 | |||||||
Vesting period | Graded | |||||||
Plan expiration date | Dec. 3, 2024 | |||||||
Number of options granted | 159,250 | |||||||
Share entitlement per options | 1 | |||||||
Exercise price (in $ per share) | € 3.71 | |||||||
Valuation method used | Black- Scholes | |||||||
Grant date share fair value (in $ per share) | € 3.71 | |||||||
Expected volatility | 48.00% | |||||||
Average life of options | 6.04 | |||||||
Discount rate | 1.74% | |||||||
Expected dividends | 0.00% | |||||||
Fair value per options (in $ per share) | € 1.76 |
Earnings Per Share - Details of
Earnings Per Share - Details of Earnings Per Share (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings per share [Abstract] | |||
Net profit (loss) attributable to shareholders of Cellectis ($ in thousands) | $ (99,368) | $ (67,255) | $ (22,796) |
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net profit per share | 35,690,636 | 35,274,890 | 34,149,908 |
Basic net profit (loss) per share ($ /share) | $ (2.78) | $ (1.91) | $ (0.67) |
Diluted net profit (loss) per share ($ /share) | $ (2.78) | $ (1.91) | $ (0.67) |
Provisions - Summary of Provisi
Provisions - Summary of Provisions for Termination Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of defined benefit plans [Line Items] | ||
Beginning balance | $ 1,154 | $ 1,513 |
Additions | 3,406 | 724 |
Amounts used during the period | (152) | (657) |
Pension, Reversals | (323) | (423) |
OCI | 773 | (3) |
Ending balance | 4,858 | 1,154 |
Non current provisions beginning balance | 560 | 476 |
Non current provisions additions | 2,186 | 75 |
Non current provisions Amounts used during period | 0 | 0 |
Non current provisions Reversals | 0 | 0 |
Non current provisions OCI | 683 | 10 |
Non current provisions Ending balance | 3,430 | 560 |
Current provisions beginning balance | 594 | 1,037 |
Current provisions additions | 1,220 | 649 |
Current provisions Amounts used during period | (152) | (658) |
Current provisions Reversals | (323) | (423) |
Current provisions OCI | 89 | (12) |
Current provisions Ending balance | 1,427 | 594 |
Pension [Member] | ||
Disclosure of defined benefit plans [Line Items] | ||
Beginning balance | 560 | 476 |
Pension, Additions | 949 | 75 |
Pension, Amounts used during the period | 0 | 0 |
OCI | 683 | 10 |
Ending balance | 2,193 | 560 |
Employee Litigation and Severance [Member] | ||
Disclosure of defined benefit plans [Line Items] | ||
Employee litigation and severance, Beginning balance | 121 | 761 |
Employee litigation and severance, Additions | 29 | 276 |
Employee litigation and severance, Amounts used during the period | (50) | (641) |
Employee litigation and severance, Reversals | (108) | (281) |
Employee litigation and severance, OCI | 9 | 6 |
Employee litigation and severance, Ending balance | 121 | |
Commercial Litigation [Member] | ||
Disclosure of defined benefit plans [Line Items] | ||
Additions | 374 | |
Commercial litigation, Beginning balance | 468 | 243 |
Commercial litigation, Additions | 552 | 374 |
Commercial litigation, Amounts used during the period | (102) | |
Commercial litigation, Reversals | (215) | (129) |
Commercial litigation, OCI | 79 | (19) |
Commercial litigation, Ending balance | 782 | 468 |
Redundancy Plan [Member] | ||
Disclosure of defined benefit plans [Line Items] | ||
Redundancy plan, Beginning balance | 6 | 35 |
Redundancy plan, Additions | 0 | 0 |
Redundancy plan, Amounts used during the period | (17) | |
Redundancy plan, Reversals | (12) | |
Redundancy plan, OCI | 1 | |
Redundancy plan, Ending balance | 7 | $ 6 |
Loss on contract [member] | ||
Disclosure of defined benefit plans [Line Items] | ||
Loss on contract, Additions | 1,876 | |
Loss on contract, Amounts used during the period | 0 | |
Loss on contract, Reversals | 0 | |
Loss on contract, OCI | 0 | |
Loss on contract, Ending balance | $ 1,876 |
Provisions - Additional Informa
Provisions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of defined benefit plans [Line Items] | ||||
Provisions for termination benefits | $ 3,406,000 | $ 724,000 | ||
Defined benefit plan | $ 2,194,000 | 562,000 | $ 477,000 | $ 483,000 |
Employee termination, legal compensation calculation | 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. | |||
United States [Member] | ||||
Disclosure of defined benefit plans [Line Items] | ||||
Actuarial liabilities of benefit plan | $ 0 | |||
France [Member] | ||||
Disclosure of defined benefit plans [Line Items] | ||||
Defined benefit plan | $ 800,000 | 800,000 | $ 800,000 | |
Commercial Litigation [Member] | ||||
Disclosure of defined benefit plans [Line Items] | ||||
Provisions for termination benefits | 374,000 | |||
Employees Severance [Member] | ||||
Disclosure of defined benefit plans [Line Items] | ||||
Provisions for termination benefits | 191,000 | |||
Personnel Litigation [Member] | ||||
Disclosure of defined benefit plans [Line Items] | ||||
Provisions for termination benefits | $ 83,000 |
Provisions - Schedule of Estima
Provisions - Schedule of Estimation of Retirement Indemnity to Employee (Detail) - Years | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of defined benefit plans [Abstract] | |||
% social security contributions | 45.00% | 45.00% | 45.00% |
Salary increases | 3.50% | 2.00% | 2.00% |
Discount rate | 1.75% | 1.75% | 2.00% |
Terms of retirement | voluntary retirement | voluntary retirement | voluntary retirement |
Retirement age | 65 | 65 | 65 |
Provisions - Summary of Net Def
Provisions - Summary of Net Defined Benefit Liability and Components (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of net defined benefit liability (asset) [Abstract] | |||
Beginning balance | $ (562) | $ (477) | $ (483) |
Current service cost | (925) | (65) | (54) |
Interest cost | (24) | (9) | (7) |
Actuarial gains and losses | (515) | (31) | (16) |
Reclassification/CTA | 168 | 20 | 83 |
Ending balance | $ (2,194) | $ (562) | $ (477) |
Commitments - Schedule of Commi
Commitments - Schedule of Commitments (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | $ 69,414 |
Sale and lease-back agreement [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 30,080 |
Facility lease agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 11,539 |
License agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 18,413 |
Manufacturing agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 7,679 |
Other agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 1,702 |
Less than 1 year [member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 14,145 |
Less than 1 year [member] | Sale and lease-back agreement [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 1,055 |
Less than 1 year [member] | Facility lease agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,471 |
Less than 1 year [member] | License agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 1,238 |
Less than 1 year [member] | Manufacturing agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 7,679 |
Less than 1 year [member] | Other agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 1,702 |
1-3 years [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 9,854 |
1-3 years [Member] | Sale and lease-back agreement [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,676 |
1-3 years [Member] | Facility lease agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 4,702 |
1-3 years [Member] | License agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,476 |
3-5 years [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 6,821 |
3-5 years [Member] | Sale and lease-back agreement [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,676 |
3-5 years [Member] | Facility lease agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 1,670 |
3-5 years [Member] | License agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,476 |
More than 5 years [member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 38,593 |
More than 5 years [member] | Sale and lease-back agreement [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 23,673 |
More than 5 years [member] | Facility lease agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | 2,697 |
More than 5 years [member] | License agreements [Member] | |
Disclosure of contingent liabilities [Line Items] | |
Total contractual obligations | $ 12,223 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)Agreementshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€)€ / sharesshares | May 18, 2015EUR (€) | |
Disclosure of transactions between related parties [Line Items] | |||||
Key management personnel compensation, short-term employee benefits | $ | $ 3,600,000 | $ 2,400,000 | $ 2,200,000 | ||
Key management personnel compensation, share-based payments in shares | 955,000 | ||||
Key management personnel non-cash stock-based compensation expense recognized | $ | $ 700,000 | ||||
Mr. Godard [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of service agreements | Agreement | 2 | ||||
Compensation paid for consultancy services | $ | $ 38,000 | 37,000 | 39,000 | ||
Transactions with related parties, amount outstanding | $ | $ 0 | $ 0 | $ 0 | ||
Mr. Godard [Member] | Non-Employee Warrant One [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of non-employee warrants exercisable to obtain shares | 220,175 | 220,175 | |||
Number of shares to be obtained upon exercise of warrants | 50,000 | 50,000 | |||
Number of shares to be obtained upon exercise of warrants, strike price | € / shares | € 38.45 | ||||
Mr. Godard [Member] | Non-Employee Warrant Two [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of non-employee warrants exercisable to obtain shares | 50,000 | 50,000 | |||
Number of shares to be obtained upon exercise of warrants | 50,000 | 50,000 | |||
Number of shares to be obtained upon exercise of warrants, strike price | € / shares | € 28.01 | ||||
Mr. Godard [Member] | Non-Employee Warrant Three [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of non-employee warrants exercisable to obtain shares | 40,175 | 40,175 | |||
Number of shares to be obtained upon exercise of warrants | 40,175 | 40,175 | |||
Number of shares to be obtained upon exercise of warrants, strike price | € / shares | € 27.37 | ||||
Mr. Godard [Member] | Non-Employee Warrant Four [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of non-employee warrants exercisable to obtain shares | 40,000 | 40,000 | |||
Number of shares to be obtained upon exercise of warrants | 40,175 | 40,175 | |||
Number of shares to be obtained upon exercise of warrants, strike price | € / shares | € 24.34 | ||||
Mr. Godard [Member] | Non employee warrant five [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Number of non-employee warrants exercisable to obtain shares | 40,000 | 40,000 | |||
Number of shares to be obtained upon exercise of warrants | 40,000 | 40,000 | |||
Number of shares to be obtained upon exercise of warrants, strike price | € / shares | € 18.68 | ||||
Cellectis Bioresearch Inc. [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Equity method investment in subsidiary, percentage | 25.00% | ||||
Equity method investment in subsidiary, amount | € | € 3,500,000 | ||||
Cellectis Bioresearch Inc. [Member] | Bpi France [Member] | |||||
Disclosure of transactions between related parties [Line Items] | |||||
Outstanding balance | € | € 0 |