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 Under IFRS 15, “Revenue from contracts with customers”, revenue is recognized when Cellectis satisfies a performance obligation by transferring a distinct good or service (or a distinct bundle of goods and or/ services) to a customer, i.e. when the customer obtains control of these goods or services. We have entered into certain research and development collaboration agreements that consist of the licensing of rights to technology, research and development programs, research and development cost reimbursements and royalties. We have analyzed the agreements to identify the separate performance obligations. These collaboration agreements may generate cash flows through non-refundable non-cancelable, non-refundable co-contracting Up-front Research and development costs reimbursements are recognized on a time and material basis over the length of the specific research and development project. Milestone payments represent variable consideration, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. Such payments are considered variable consideration. We recognize milestone payments when it is highly probable that any revenue recognized will not be subsequently reversed. This includes consideration of whether the performance obligation is achieved and may be when the triggering event has occurred, depending on the nature of the triggering event, 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 In addition, we license our technology to other third parties and revenues are recognized ratably over the period of the license agreements. Sales of products and services Revenues on sales of products are recognized once the control over the delivered products is transferred to the customer. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue. Trade promotions are recorded based on estimated participation and performance levels for offered programs at the time of sale. We generally do not allow a right of return. We also offer research services, which revenue is recognized over time, as the customer receives the benefits of the services. Research Tax Credit The main Research Tax Credit from which 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 2017 2018 2019 $ in thousands From France 24,680 12,495 7,896 From USA 508 236 7,294 Revenues 25,188 12,731 15,190 Research tax credit 8,327 8,561 7,800 Subsidies and other 201 140 — Other income 8,528 8,701 7,800 Total revenues and other income 33,715 21,432 22,990 For the years ended December 31, 2019, 2018 and 2017, the revenue from France was generated by Cellectis S.A. For the years ended December 31, 2019, 2018 and 2017, the revenue from USA was generated by Calyxt, Inc. Revenues by nature For 2017 2018 2019 $ in thousands Recognition of previously deferred upfront payments 14,875 7,114 — Other revenues 7,945 3,383 6,055 Collaboration agreements 22,821 10,497 6,055 Licenses 2,270 2,142 1,762 Products & services 97 92 7,373 Total revenues 25,188 12,731 15,190 Revenues are primarily generated by therapeutics activities, which are mainly attributable to our entering into two major collaboration agreements signed with Pfizer Inc. and Les Laboratoires Servier during 2014. Effective as of April 2018, Pfizer sold certain assets to which the Research Collaboration and License Agreement relates to Allogene Therapeutics, Inc. (“Allogene”) (the “Asset Contribution Agreement”). As part of this Asset Contribution Agreement, Pfizer assigned the Research Collaboration and License Agreement to Allogene , and on March 7, 2019, we and Allogene agreed to terminate the Research Collaboration and License Agreement and entered into a new license agreement (the “Allogene License Agreement”) to reflect the relationship between us and Allogene following the asset contribution. In 2017 and 2018, revenue previously deferred was recognized upon satisfaction of performance obligations . In 2017 and 2018, other revenues primarily consisted of research and development cost reimbursement. In addition to the cost reimbursement, for the year ended December 31, 2019, other revenues also include the recognition of a $5.0 million milestone which is associated with the initiation of the study of ALLO-715 in 2019. For the years ended December 31, 2019, 2018 and 2017 revenues related to licenses includes royalties received under our various license agreements. For the year ended December 31, 2019, products and services revenues mainly include the revenues of plants activities which in 2019 are primarily attributable to the commercialization of ’s high oleic soybean meal for $5.6 million and high oleic soybean oil for $1.7 million. Entity-wide disclosures: In , two clients represent more than % of the total revenue: Client A with % and Client B with %. In , two clients represent more than % of the total revenue: Client A with % and Client B with %. In , two clients represent more than % of the total revenue: Client A with % and Client B with %. 3.2 Operating expenses Accounting policies Prior to 2019, cost of goods sold represented immaterial costs associated with Calyxt’s out-licensing Royalty expenses correspond 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 based on fixed annual royalties or conditioned by milestones. 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 F 2017 2018 2019 $ in thousands Cost of revenue Cost of good sold — — (9,280 ) Royalty expenses (2,620 ) (2,739 ) (2,112 ) Cost of revenue (2,620 ) (2,739 ) (11,392 ) For 2017 2018 2019 $ in thousands Research and development expenses Wages and salaries (12,986 ) (16,452 ) (21,294 ) Social charges on free shares and stock option grants (1,088 ) (99 ) (1,357 ) Non-cash (23,832 ) (18,057 ) (12,260 ) Personnel expenses (37,906 ) (34,608 ) (34,911 ) Purchases and external expenses (38,458 ) (40,458 ) (49,251 ) Other (2,863 ) (1,501 ) (7,880 ) Total research and development expenses (79,227 ) (76,567 ) (92,042 ) For 2017 2018 2019 $ in thousands Selling, general and administrative expenses Wages and salaries (7,019 ) (11,373 ) (12,822 ) Social charges on free shares and stock option grants (881 ) (29 ) (491 ) Non-cash (26,586 ) (19,161 ) (14,621 ) Personnel expenses (34,486 ) (30,563 ) (27,934 ) Purchases and external expenses (9,138 ) (14,251 ) (11,431 ) Other (1,126 ) (2,433 ) (3,652 ) Total selling, general and administrative expenses (44,750 ) (47,248 ) (43,017 ) For 2017 2018 2019 $ in thousands Personnel expenses Wages and salaries (20,005 ) (27,825 ) (34,116 ) Social charges on free shares and stock option grants (1,969 ) (128 ) (1,848 ) Non-cash (50,418 ) (37,218 ) (26,881 ) Total personnel expenses (72,392 ) (65,171 ) (62,845 ) 3.3 Financial income and expenses Accounting policies Financial income and financial expense include, in particular, the following: • Interest income from savings accounts and fixed term bank deposits; • Interest expense from leases; • Foreign exchange gain (loss) from transactions in foreign currencies; and • 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 2017 2018 2019 Interest income 1,974 6,787 6,985 Foreign exchange gain 1,185 13,597 4,481 Other financial revenues 4,102 188 505 Total financial revenues 7,262 20,572 11,971 Interest expenses — (39 ) (3 ) Interest expenses for lease s (4 ) (7 ) (2,603 ) Foreign exchange loss (17,734 ) (3,090 ) (671 ) Other financial expenses (556 ) (677 ) (354 ) Total financial expenses (18,294 ) (3,813 ) (3,631 ) Total (11,032 ) 16,758 8,340 The de decrease and expenses related to IFRS 16 application , increase and the increase in ne t int eres t income ( $0.2 million and other immate r variances for $0.1 mill i The increase in financial income and expenses between 2017 and 2018 of $27.8 million was mainly attributable to the increase in net foreign exchange gain ($27.0 million), the increase in interest income ($4.8 million) partly offset by the decrease of foreign exchange derivatives fair value adjustment ($4.0 million), included in other financial revenues and expenses. 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, 2017 2018 2019 $ in thousands Income (loss) before taxes from continuing operations (103,683 ) (88,333 ) (115,212 ) Theoretical group tax rate 34.43 % 23.66 % 25.35 % Theoretical tax benefit (expense) 35,698 20,901 29,208 Increase/decrease in tax benefit arising from: Permanent differences 293 832 (1,131 ) Research tax credit 2,926 2,079 2,786 Share-based compensation & other IFRS adjustments (8,297 ) (8,065 ) (7,828 ) Non recognition of deferred tax assets related to tax losses and temporary differences (30,713 ) (15,652 ) (23,079 ) Other differences 92 (95 ) 43 Effective tax expense — — — Effective tax rate 0.00 % 0.00 % 0.00 % Deferred tax assets and liabilities As of December 31, 2017 2018 2019 $ in thousands Credits and net operating loss carryforwards 51,640 65,555 102,112 Pension commitments 548 569 714 Leases (12 ) (4 ) 47 Impairment of assets 10 10 1 Revenue recognition — 200 197 Other 604 491 284 Total unrecognized deferred tax assets, net (52,790 ) (66,823 ) (103,354 ) We have cumulative tax loss carryforwards for the French entity of the Group totaling $246 million as of December 31, 2019, $186 million as of December 31, 2018 and $144 million as of December 31, 2017. 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 cumulative tax loss carryforwards for the U.S. entities of the Group totaled $162 million as of December 31, 2019, $86 million as of December 31, 2018 and $62 million as of December 31, 2017. Calyxt’s carryforward periods are as follows: $64.0 million do not expire; zero expire in 2019 and 2020; and $41.9 million expire in 2032 and beyond. 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 (through July 24, 2019); • The Executive Vice President Technical Operation (beginning July 22, 2019); • The Executive Vice President Strategic Initiatives; • The Executive Vice President Global Quality (beginning July 22, 2019); • The Chief Scientific Officer; • The Chief Financial Officer; • The General Counsel; • The VP Corporate Development (beginning November, 2019); and • The Chief Regulatory & Compliance Officer. 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. has provided Calyxt, Inc. with general sales and administrative functions, accounting and finance functions, investor relations, intellectual property, legal advice, human resources, communication and information technology under a Management Services Agreement. As of December 31, 2019, Calyxt has internalized nearly all of the services previously provided by Cellectis under this agreement. Under the Management Services 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 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 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 $ in thousands For the year ended December 31, 2017 For the year ended December 31, 2018 For the year ended December 31, 2019 Plants Therapeutics Total Plants Therapeutics Total Plants Therapeutics Total External revenues 508 24,680 25,188 236 12,495 12,731 7,294 7,896 15,190 External other income 239 8,290 8,528 178 8,523 8,701 — 7,800 7,800 External revenues and other income 747 32,969 33,715 414 21,018 21,432 7,294 15,696 22,990 Cost of revenue (390 ) (2,230 ) (2,620 ) (595 ) (2,144 ) (2,739 ) (9,275 ) (2,117 ) (11,392 ) Research and development expenses (6,057 ) (73,170 ) (79,227 ) (8,638 ) (67,929 ) (76,567 ) (12,390 ) (79,652 ) (92,042 ) Selling, general and administrative expenses (13,143 ) (31,607 ) (44,750 ) (21,067 ) (26,180 ) (47,248 ) (26,090 ) (16,927 ) (43,017 ) Other operating income and expenses 6 225 232 (50 ) 81 31 25 (116 ) (91 ) Total operating expenses (19,584 ) (106,782 ) (126,366 ) (30,351 ) (96,172 ) (126,523 ) (47,730 ) (98,812 ) (146,542 ) Operating income (loss) before tax (18,837 ) (73,813 ) (92,650 ) (29,937 ) (75,154 ) (105,091 ) (40,436 ) (83,116 ) (123,552 ) Financial gain (loss) — (11,032 ) (11,032 ) 1,420 15,339 16,758 294 8,045 8,340 Net income (loss) (18,837 ) (84,846 ) (103,683 ) (28,517 ) (59,816 ) (88,333 ) (40,142 ) (75,071 ) (115,212 ) Non controlling interests 4,315 — 4,315 9,640 — 9,640 13,121 — 13,121 Net income (loss) attributable to shareholders of Cellectis (14,522 ) (84,846 ) (99,368 ) (18,877 ) (59,816 ) (78,693 ) (27,021 ) (75,071 ) (102,091 ) R&D non-cash 967 22,623 23,590 838 16,852 17,689 1,619 10,010 11,629 SG&A non-cash 4,990 20,345 25,335 5,218 11,655 16,873 6,673 4,940 11,613 Adjustment of share-based compensation attributable to shareholders of Cellectis 5,957 42,968 48,925 6,056 28,507 34,563 8,292 14,950 23,242 Adjusted net income (loss) attributable to shareholders of Cellectis (8,565 ) (41,877 ) (50,442 ) (12,821 ) (31,309 ) (44,130 ) (18,729 ) (60,121 ) (78,849 ) Depreciation and amortization (551 ) (2,820 ) (3,371 ) (637 ) (1,740 ) (2,377 ) (1,233 ) (5,642 ) (6,875 ) Additions to tangible and intangible assets 792 1,849 2,642 1,871 3,040 4,911 2,998 14,668 17,666 Impairment of tangible assets — (798 ) (798 ) — — — — — — |