Information concerning the Group's Consolidated Operations | Note 4. Information concerning the Group’s Consolidated Operations 4.1 Revenues and other income 4.1.1 For the six-month period ended June 30 Revenues by country of origin and other income For the six-month period ended June 30, 2022 * 2023 $ in thousands From France 2,972 317 From USA — — Revenues 2,972 317 Research tax credit 3,544 4,391 Subsidies and other 7 851 Other income 3,551 5,242 Total revenues and other income 6,523 5,560 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease of revenues from France between the six months periods ended June 30, 2022 and 2023 reflects the recognition of two milestones related to Cellectis’ agreement with Cytovia Therapeutics, Inc (“Cytovia”) for $ 1.5 million and the recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term), each in 2022 while recognition of revenues for the six-month period ended June 30, 2023 is not material. The increase in other income of $ 1.6 million between the six months periods ended June 30, 2022 and 2023 reflects an increase of research tax credit of $ 0.8 million due to an increase of eligible expenses, and the recognition of a $ 0.8 million income related to the grant and refundable advance agreement signed with Bpifrance (“BPI”) to partially support a R&D program related to Cellectis’ UCART 20x22. We received on June 19, 2023 a $ 0.9 million refundable advance payment from BPI. This refundable advance is accounted for as a government loan as defined by IAS 20. Because this loan bears a below market interest rate, we measured the fair value of the loan using a market interest rate and recognize as a grant the difference between the cash the cash received and the estimated fair value of the loan. The fair value of the loan on June 19, 2023 was $ 0.4 million, resulting in a grant of $ 0.5 million. We recognized this $ 0.5 million grant in profit and loss of the six-month period ended June 30, 2023, in addition to the $ 0.3 million contractual grant, as the subsidized expenses have been incurred and the contractual conditions for obtaining the subsidy have been met. Revenues by nature For the six-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 2,530 — Collaboration agreements 2,530 — Licenses 276 264 Products & services 166 53 Total revenues 2,972 317 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The Company did not recognize any revenue from collaboration agreements for the six-month period ended June 30, 2023, while recognition of other revenues for the six-month period ended June 30, 2022 mainly reflects (ii) the recognition of two development milestones for an aggregate of $ 1.5 million in connection with the Research Collaboration and License Agreement entered into between Cellectis and Cytovia on February 21, 2021, as amended from time to time (the “Cytovia Agreement”), and (iii) the recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). Revenues related to licenses include royalties received under our various license agreements. 4.1.2 For the three-month period ended June 30 Revenues by country of origin and other income For the three-month period ended June 30, 2022 * 2023 $ in thousands From France 1,307 178 From USA — — Revenues 1,307 178 Research tax credit 1,416 1,275 Subsidies and other 0 547 Other income 1,416 1,823 Total revenues and other income 2,723 2,001 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The Company did no t recognize any revenue from collaboration agreements for the three-month period ended June 30, 2023, while recognition of other revenues for the three-month period ended June 30, 2022 mainly reflects recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). The increase in other income of $ 0.4 million between the three months periods ended June 30, 2022 and 2023 reflects the recognition of a $ 0.5 million grant related to the refundable advance received from BPI, as described in note 4.1.1 above. Revenues by nature For the three-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 998 — Collaboration agreements 998 — Licenses 158 157 Products & services 150 22 Total revenues 1,307 178 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The company did no t recognize any revenue from collaboration agreements for the three-month period ended June 30, 2023, while recognition of other revenues for the three-month period ended June 30, 2022 mainly reflects recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). Revenues related to licenses include royalties received under our various license agreements. 4.2 Operating expenses 4.2.1 For the six-month period ended June 30 For the six-month period ended June 30, Cost of revenue 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 714 ) ( 389 ) Cost of revenue ( 714 ) ( 389 ) For the six-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 21,161 ) ( 17,520 ) Social charges on stock option grants 32 ( 181 ) Non-cash stock-based compensation expense ( 3,134 ) ( 2,289 ) Personnel expenses ( 24,263 ) ( 19,990 ) Purchases and external expenses ( 19,113 ) ( 15,009 ) Other ( 8,854 ) ( 8,227 ) Total research and development expenses ( 52,231 ) ( 43,225 ) For the six-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 3,226 ) ( 2,983 ) Social charges on stock option grants ( 39 ) ( 81 ) Non-cash stock-based compensation expense ( 1,193 ) ( 977 ) Personnel expenses ( 4,458 ) ( 4,041 ) Purchases and external expenses ( 5,034 ) ( 3,426 ) Other ( 1,400 ) ( 1,447 ) Total selling, general and administrative expenses ( 10,893 ) ( 8,914 ) For the six-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 24,387 ) ( 20,503 ) Social charges on stock option grants ( 8 ) ( 263 ) Non-cash stock-based compensation expense ( 4,327 ) ( 3,265 ) Total personnel expenses ( 28,722 ) ( 24,031 ) For the six-month period ended June 30, 2022 * 2023 Other operating income (expenses) 774 ( 83 ) * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease in total operating expenses of $ 10.5 million from the six-month period ended June 30, 2022 to the six-month period ended June 30, 2023 resulted primarily from (i) a decrease of $ 6.3 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities (ii) a decrease of $ 3.9 million in wages due to headcount reduction, (iii) a decrease of $ 1.1 million in non-cash stock based compensation expense and (iv) a decrease of $ 0.3 million in cost of revenues due to the diminution of milestones recognition, partially offset by a (i) a decrease of other operating income of $ 0.9 million and (ii) a $ 0.3 million increase in social charges on stock option grants expenses. 4.2.2 For the three-month period ended June 30 For the three-month period ended June 30, 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 329 ) ( 55 ) Cost of revenue ( 329 ) ( 55 ) For the three-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 10,003 ) ( 8,463 ) Social charges on free shares and stock option grants 39 ( 47 ) Non-cash stock-based compensation expense ( 1,454 ) ( 1,186 ) Personnel expenses ( 11,419 ) ( 9,696 ) Purchases and external expenses ( 9,847 ) ( 8,352 ) Other ( 4,364 ) ( 4,097 ) Total research and development expenses ( 25,630 ) ( 22,144 ) For the three-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 1,593 ) ( 1,480 ) Social charges on free shares and stock option grants 7 ( 7 ) Non-cash stock-based compensation expense ( 557 ) ( 460 ) Personnel expenses ( 2,142 ) ( 1,947 ) Purchases and external expenses ( 2,019 ) ( 1,284 ) Other ( 669 ) ( 719 ) Total selling, general and administrative expenses ( 4,830 ) ( 3,950 ) For the three-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 11,596 ) ( 9,943 ) Social charges on free shares and stock option grants 46 ( 54 ) Non-cash stock-based compensation expense ( 2,011 ) ( 1,646 ) Total personnel expenses ( 13,561 ) ( 11,643 ) For the three-month period ended June 30, 2022 * 2023 Other operating income (expenses) 753 490 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease in total operating expenses of $ 4.4 million from the three-month period ended June 30, 2022 to the three-month period ended June 30, 2023 resulted primarily from (i) a decrease of $ 2.5 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities (ii) a decrease of $ 1.7 million in wages due to headcount reduction, (iii) a decrease of $ 0.4 million in non-cash stock based compensation expense, (iv) a decrease of $ 0.3 million in cost of revenues due to the diminution of milestones recognition partially offset by (i) a $ 0.1 million increase in social charges on stock option grants expenses and (ii) a decrease of $ 0.3 million in other operating income. 4.3 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. For the six-month period ended June 30, 2023, Cellectis’ CODM is composed of: • The Chief Executive Officer; • The Executive Vice President CMC and Manufacturing; • The Senior Vice President of US Manufacturing; • The Chief Scientific Officer; • The Chief Financial Officer • The General Counsel; • The Chief Business Officer; • The Chief Regulatory & Pharmaceutical Compliance Officer; • The Chief Medical Officer; and • The Chief Human Resources Officer. Until May 31, 2023, we viewed our operations and manage our business in two operating and reportable segments that are engaged in the following activities: • Therapeutics: This segment is focused on the development of (i) gene-edited allogeneic Chimeric Antigen Receptor T-cells product candidates (UCART) in the field of immuno-oncology (UCART) and (ii) gene-edited hematopoetic stem and progenitor cells (HSPC) product candidates in other therapeutic indications. These approaches are based on our core proprietary technologies. All these activities are supported by Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc. The operations of Cellectis S.A., the parent company, are presented entirely in the Therapeutics segment which also comprises research and development, management and support functions. • Plants: This segment is focused on using Calyxt’s proprietary PlantSpring TM technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping customers meet their sustainability targets and financial goals. Calyxt’s diversified product offerings will primarily be delivered through its proprietary BioFactory production system. It corresponds to the activity of Calyxt. As of May 31, 2023, immediately prior the consummation of the Merger we owned a 48.0 % equity interest in Calyxt. This segment is only related to assets held for sale until May 31, 2023. This segment is presented as assets held for sale as of December 31, 2022 and discontinued operations for the six-month period ended June 30, 2023 and 2022. All tables referring to the six-month period ended June 30, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023. As from June 1, 2023 and the deconsolidation of Calyxt, the Therapeutics segment is the Group’s only reportable segment. Following the consummation of the Merger, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment. 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. 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 cost of revenue and other operating income and expenses, and adjusted net income (loss) attributable to shareholders of Cellectis (which does not include non-cash stock-based compensation expense) are used by the CODM for purposes of making decisions about allocating resources to the segments and assessing their performance. The CODM does not review any asset or liability information by segment or by region. Adjusted net income (loss) attributable to shareholders of Cellectis S.A. is not a measure calculated in accordance with IFRS. Because adjusted net income (loss) attributable to shareholders of Cellectis excludes non-cash stock-based compensation expense—a non-cash expense, our management believes that this financial measure, when considered together with our IFRS financial statements, can enhance an overall understanding of Cellectis’ financial performance. Moreover, our management views the Company’s operations, and manages its business, based, in part, on this financial measure. Net income (loss) by segment includes the impact of the transactions between segments while the intra-segment operations are eliminated. Details of key performance indicators by reportable segment for the six months period ended June 30, 2022 and 2023. For the six-month period ended June 30, 2022 For the six-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 73 2,972 3,045 43 317 360 External other income — 3,551 3,551 — 5,242 5,242 External revenues and other 73 6,523 6,596 43 5,560 5,602 Cost of revenue ( 0 ) ( 714 ) ( 714 ) ( 63 ) ( 389 ) ( 451 ) Research and development expenses ( 6,297 ) ( 52,231 ) ( 58,527 ) ( 3,487 ) ( 43,225 ) ( 46,712 ) Selling, general and administrative ( 6,801 ) ( 10,893 ) ( 17,695 ) ( 2,313 ) ( 8,914 ) ( 11,227 ) Other operating income and 242 774 1,016 ( 1,251 ) ( 83 ) ( 1,334 ) Total operating expenses ( 12,856 ) ( 63,064 ) ( 75,920 ) ( 7,113 ) ( 52,612 ) ( 59,725 ) Operating income (loss) before tax ( 12,783 ) ( 56,541 ) ( 69,324 ) ( 7,070 ) ( 47,053 ) ( 54,123 ) Net financial gain (loss) 5,900 9,213 15,113 ( 3,307 ) 11,580 8,273 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from discontinued ( 6,883 ) ( 6,883 ) ( 10,377 ) ( 10,377 ) Net income (loss) ( 6,883 ) ( 47,328 ) ( 54,211 ) ( 10,377 ) ( 35,731 ) ( 46,108 ) Non-controlling interests 3,352 — 3,352 5,393 — 5,393 Net income (loss) attributable to ( 3,531 ) ( 47,328 ) ( 50,858 ) ( 4,984 ) ( 35,731 ) ( 40,715 ) R&D non-cash stock-based expense 216 3,134 3,349 188 1,900 2,088 SG&A non-cash stock-based 789 1,193 1,982 599 1,366 1,965 Adjustment of share-based 1,005 4,327 5,331 788 3,265 4,053 Adjusted net income (loss) ( 2,526 ) ( 43,001 ) ( 45,527 ) ( 4,196 ) ( 32,465 ) ( 36,662 ) Depreciation and amortization ( 1,316 ) ( 9,434 ) ( 10,749 ) ( 7 ) ( 8,875 ) ( 8,882 ) Additions to tangible and intangible 671 1,452 2,123 21 536 556 Details of key performance indicators by reportable segment for the three months period ended June, 30, 2022 and 2023. For the three-month period ended June 30, 2022 For the three-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 42 1,307 1,348 1 178 179 External other income — 1,416 1,416 — 1,823 1,823 External revenues and other 42 2,723 2,765 1 2,001 2,002 Cost of revenue 0 ( 329 ) ( 329 ) ( 63 ) ( 55 ) ( 118 ) Research and development expenses ( 3,419 ) ( 25,630 ) ( 29,048 ) ( 1,322 ) ( 22,144 ) ( 23,467 ) Selling, general and administrative ( 3,585 ) ( 4,830 ) ( 8,415 ) ( 976 ) ( 3,950 ) ( 4,927 ) Other operating income and 198 753 951 ( 1,074 ) 490 ( 584 ) Total operating expenses ( 6,806 ) ( 30,036 ) ( 36,842 ) ( 3,435 ) ( 25,660 ) ( 29,095 ) Operating income (loss) before tax ( 6,764 ) ( 27,313 ) ( 34,077 ) ( 3,434 ) ( 23,659 ) ( 27,093 ) Financial gain (loss) 6,322 8,301 14,623 ( 2,213 ) 15,982 13,769 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from ( 442 ) ( 442 ) ( 5,647 ) ( 5,647 ) Net income (loss) ( 442 ) ( 19,012 ) ( 19,454 ) ( 5,647 ) ( 7,935 ) ( 13,583 ) Non controlling interests 506 — 506 ( 2,935 ) — ( 2,935 ) Net income (loss) attributable to 64 ( 19,012 ) ( 18,946 ) ( 2,712 ) ( 7,935 ) ( 10,648 ) R&D non-cash stock-based expense 226 1,454 1,681 103 797 900 SG&A non-cash stock-based 447 557 1,003 326 849 1,174 Adjustment of share-based 673 2,011 2,684 428 1,646 2,074 Adjusted net income (loss) 737 ( 17,001 ) ( 16,264 ) ( 2,284 ) ( 6,289 ) ( 8,573 ) Depreciation and amortization ( 608 ) ( 4,500 ) ( 5,108 ) ( 12 ) ( 4,419 ) ( 4,431 ) Additions to tangible and intangible 308 870 1,178 21 311 332 4.4 Financial income and expenses 4.4.1 For the six-month period ended June 30 For the six-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 311 1,441 Foreign exchange gains 8,310 9,248 Gain on fair value measurment 3,642 593 Other financial income - 21,759 Financial income 12,263 33,041 Interest on financial liabilities ( 176 ) ( 690 ) Foreign exchange losses ( 878 ) ( 2,278 ) Loss on fair value measurment ( 247 ) ( 16,931 ) Interest on lease liabilities ( 1,748 ) ( 1,561 ) Other financial expenses — ( 1 ) Financial expenses ( 3,050 ) ( 21,461 ) Net financial gain (loss) 9,213 11,580 The increase in financial income of $ 20.8 million between the six-month periods ended June 30, 2022 and 2023 was mainly attributable to the profit from Calyxt’s deconsolidation of $ 21.8 million, an increase in gain from our financial investments of $ 1.1 million, an increase in the foreign exchange gain of $ 0.9 million (from a $ 8.3 million gain in 2022 to a $ 9.2 million gain in 2023, of which $ 8.0 million are reclassified from OCIs pursuant to Calyxt’s deconsolidation), and a $ 0.4 million gain on change in fair value of the EIB warrants, partially offset by a $ 3.6 million decrease in gain on fair value of Cytovia’s note receivable (in addition to the $ 6.8 million loss recognized in financial expenses in 2023). The increase in financial expenses of $ 18.4 million between the six-month periods ended June 30, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Calyxt since deconsolidation for $ 10.2 million, a $ 6.8 million decrease in the fair value of Cytovia’s note receivable, a $ 1.4 million increase in foreign exchange loss (from a $ 0.9 million loss in 2022 to a $ 2.3 million loss in 2023) and an increase of loan interest for $ 0.4 million related to the EIB loan. 4.4.2 For the three-month period ended June 30 For the three-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 205 761 Foreign exchange gains 6,146 9,216 Gain on fair value measurment 3,642 531 Other financial income — 21,759 Financial income 9,992 32,266 Interest on financial liabilities ( 111 ) ( 573 ) Foreign exchange losses ( 592 ) ( 1,289 ) Loss on fair value measurment ( 125 ) ( 13,648 ) Interest on lease liabilities ( 863 ) ( 774 ) Other financial expenses ( 0 ) ( 0 ) Financial expenses ( 1,691 ) ( 16,284 ) Net financial gain (loss) 8,301 15,982 The increase in financial income of $ 22.3 million between the three-month periods ended June 30, 2022 and 2023 was mainly attributable to the profit from Calyxt’s deconsolidation of $ 21.8 million, an increase in gain from our financial investments of $ 0.6 million, an increase in the foreign exchange gain of $ 3.1 million (from a $ 6.1 million gain in 2022 to a $ 9.2 million gain in 2023, of which $ 8.0 million are reclassified from OCIs pursuant to Calyxt’s deconsolidation), and a $ 0.4 million gain on change in fair value of the EIB warrants, partially offset by a $ 3.6 million decrease in gain on fair value of Cytovia’s note receivable (in addition to the $ 3.5 million loss recognized in financial expenses in 2023). The increase in financial expenses of $ 14.6 million between the six-month periods ended June 30, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Calyxt since deconsolidation for $ 10.2 million, a $ 3.5 million decrease in the fair value of Cytovia’s note receivable, a $ 0.7 million increase in foreign exchange loss (from a $ 0.6 million loss in 2022 to a $ 1.3 million loss in 2023) and an increase of loan interest for $ 0.4 million related to the EIB loan. |