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 upfront payments related to the licensing of rights to technology and research and development programs, milestone payments research and development cost reimbursements and royalties. Licensing of rights to technology pursuant to non-cancelable, non-refundable fixed and upfront fee arrangements are recognized when such technology is delivered to the co-contracting party and our exclusive rights to access the technology have stopped. 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 at the point in time once the control over the delivered products is transferred to the customer, which is based on shipping terms. 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. In certain instances, we may sell grain to a processor with a commitment to repurchase any soybean meal resulting from their grain crushing activity with a single net cash settlement occurring between the parties. In those instances, we recognize revenue from the sale of grain in the amount of the final net cash settlement with the processor. We also recognize revenue on our sale of the meal to our customers in accordance with our previously disclosed revenue recognition accounting policies. Costs are ascribed to grain and meal sold pursuant to the agreement with the processor. In certain instances, we may sell grain to a processor and subsequent to the sale they will utilize our storage facility to hold the grain until such time they request it be delivered. We are responsible for all handling charges and delivery activities. In those instances, we recognize revenue from the sale of grain to the processor and concurrently accrue all estimated future storage, handling associated with that sale, except delivery costs considered as future revenues and prepaid expenses. 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 Cr é dit d ’ Imp ô t Recherche, medium-sized 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, 2018 2019 2020 From France 12,495 7,896 51,057 From USA 236 7,294 22,892 Revenues 12,731 15,190 73,949 Research tax credit 8,561 7,800 8,433 Subsidies and other 140 — 74 Other income 8,701 7,800 8,507 Total revenues and other income 21,432 22,990 82,456 For the years ended December 31, 2020, 2019 and 2018, the revenue from France was generated by Cellectis S.A. For the years ended December 31, 2020, 2019 and 2018, the revenue from USA was generated by Calyxt. Revenues by nature For the year ended December 31, 2018 2019 2020 $ in thousands Recognition of previously deferred upfront payments 7,114 — 20,291 Other revenues 3,383 6,055 28,532 Collaboration agreements 10,497 6,055 48,823 Licenses 2,142 1,762 2,123 Products & services 92 7,373 23,003 Total revenues 12,731 15,190 73,949 Recognition of previously deferred upfront payments mainly reflects the recognition of $19.4 million of deferred upfront and milestone payments on released targets, which is associated with the amendment to the License, Development and Commercialization Agreement between Les Laboratoires Servier and Institut de Recherches Internationales Servier (“Servier”) and Cellectis dated March 4, 2020 (the “Servier Amendment”). In 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 T-cell UCART19/ALLO-501 and ALLO-501A. For the years ended December 31, 2020, 2019 and 2018, revenues related to licenses includes royalties received under our various license agreements. For the year ended December 31, 2020, products and services revenues mainly include the revenues of plants activities which in 2020 are primarily attributable to the commercialization of Calyxt’s first products, high oleic soybean oil and meal for $22.9 million. Entity-wide disclosures: In 2020, two clients represent more than 10% of the total revenue: Client A with 64% and Client B with 25%. In 2019, two clients represent more than 10% of the total revenue: Client A with 36% and Client B with 28%. In 2018, two clients represent more than 10% of the total revenue: Client A with 55% and Client B with 21%. 3.2 Operating expenses Accounting policies Prior to 2019, cost of goods sold represented immaterial costs associated with Calyxt’s out-licensing osts incurred at Calyxt associate 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 For the year ended December 31, 2018 2019 2020 $ in thousands Cost of revenue Cost of goods sold (1) — (9,280 ) (34,168 ) Royalty expenses (2,739 ) (2,112 ) (2,107 ) Cost of revenue (2,739 ) (11,392 ) (36,275 ) For the year ended December 31, 2018 2019 2020 $ in thousands Research and development expenses Wages and salaries (16,452 ) (21,294 ) (29,818 ) Social charges on stock option grants (99 ) (1,357 ) (56 ) Non-cash (18,057 ) (12,260 ) (8,029 ) Personnel expenses (34,608 ) (34,911 ) (37,903 ) Purchases and external expenses (40,458 ) (49,251 ) (41,270 ) Other (1,501 ) (7,880 ) (7,777 ) Total research and development expenses (76,567 ) (92,042 ) (86,950 ) For the year ended December 31, 2018 2019 2020 $ in thousands Selling, general and administrative expenses Wages and salaries (11,373 ) (12,822 ) (15,794 ) Social charges on stock option grants (29 ) (491 ) (23 ) Non-cash (19,161 ) (14,621 ) (8,707 ) Personnel expenses (30,563 ) (27,934 ) (24,524 ) Purchases and external expenses (14,251 ) (11,431 ) (15,358 ) Other (2,433 ) (3,652 ) (4,319 ) Total selling, general and administrative expenses (47,248 ) (43,017 ) (44,201 ) For the year ended December 31, 2018 2019 2020 $ in thousands Personnel expenses Wages and salaries (27,825 ) (34,116 ) (45,612 ) Social charges on free shares and stock option grants (128 ) (1,848 ) (79 ) Non-cash (37,218 ) (26,881 ) (16,736 ) Total personnel expenses (65,171 ) (62,845 ) (62,427 ) (1) Corresponds to the Calyxt costs of goods sold decreased by transportation costs related to Archer Daniels Midland (ADM) sales, considered as prepaid expenses under IFRS 15. 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 the year ended December 31, 2018 2019 2020 Interest income 6,787 6,985 1,949 Foreign exchange gain 13,597 4,481 3,155 Other financial revenues 188 505 364 Total financial revenues 20,572 11,971 5,468 Interest expenses (39 ) (3 ) (43 ) Interest expenses for leases (7 ) (2,603 ) (3,557 ) Foreign exchange loss (3,090 ) (671 ) (13,885 ) Other financial expenses (677 ) (354 ) (29 ) Total financial expenses (3,813 ) (3,631 ) (17,514 ) Total 16,758 8,340 (12,046 ) The decrease in financial income of $6.5 million between 2019 and 2020 was mainly attributable to a decrease of the foreign exchange gain of $1.3 million (from a $4.5 million gain in 2019 to a $3.2 million gain in 2020), to the decrease of interest received from financial investment of $5.0 million and to the decrease in fair value adjustment for $0.2 million in relation with the decrease in interest rates compared to 2019. The increase in financial expenses of $13.9 million between 2019 and 2020 was mainly attributable to $13.2 million increase in foreign exchange loss (from a $0.7 million loss in 2019 to a $13.9 million loss in 2020), the increase in financial expenses related to the increase in lease debt for $1.0 million and other immaterial variances for $0.3 million. The decrease in financial income and expenses between 2018 and 2019 of $8.4 million was mainly attributable to the decrease in net foreign exchange gain ($6.7 million), and the increase in interest expenses related to IFRS 16 application ($2.6 million), partly offset by the increase of foreign exchange derivatives fair value adjustment ($0.6 million), included in other financial revenues and expenses and the increase in net interest income ($0.2 million) and other immaterial variances for $0.1 million. 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, 2018 2019 2020 in thousands Income (loss) before taxes from continuing operations (88,333 ) (115,212 ) (97,483 ) Theoretical group tax rate 23.66 % 25.35 % 24.88 % Theoretical tax benefit (expense) 20,901 29,208 24,254 Increase/ decrease in tax benefit arising from: Permanent differences 832 (1,131 ) (1,141 ) Research tax credit 2,079 2,786 3,245 Share-based compensation & other IFRS adjustments (8,065 ) (7,828 ) (4,198 ) Non recognition of deferred tax assets related to tax losses and temporary differences (15,652 ) (23,079 ) (22,159 ) Other differences (95 ) 43 0 Effective tax expense — — — Effective tax rate 0.00 % 0.00 % 0.00 % Deferred tax assets and liabilities As of December 31, 2018 2019 2020 $ in thousands Credits and net operating loss carryforwards 65,555 102,112 141,954 Pension commitments 569 714 1,003 Leases (4 ) 47 319 Impairment of assets 10 1 1 Revenue recognition 200 197 (491 ) Other 491 284 1,308 Total unrecognized deferred tax assets, net (66,823 ) (103,354 ) (144,095 ) We have cumulative tax loss carryforwards for the French entity of the Group totaling $325 tax The cumulative tax loss carryforwards for the U.S. entities of the Group totaled $160 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 Chief Executive Officer; • The Executive Vice President Strategic Initiatives; • The Executive Vice President Global Quality; • The Senior Vice President Europe Technical Operations (from August 6, 2020); • The Senior Vice President of US Manufacturing (from August 6, 2020); • The Chief Scientific Officer; • The Chief Financial Officer; • The General Counsel; • The Chief Business Officer; • The Chief Regulatory & Compliance Officer; • The Chief Medical Officer (from April 13, 2020); and • The Chief Human Resources Officer (from November 6, 2020). 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, 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. Effective with the end of the third quarter 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, 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 For the year ended December 31, 2018 For the year ended December 31, 2019 For the year ended December 31, 2020 ( ) Plants Therapeutics Total Plants Therapeutics Total Plants Therapeutics Total External revenues 236 12,495 12,731 7,294 7,896 15,190 22,892 51,057 73,949 External other income 178 8,523 8,701 — 7,800 7,800 — 8,507 8,507 External revenues and other income 414 21,018 21,432 7,294 15,696 22,990 22,892 59,564 82,456 Cost of revenue (595 ) (2,144 ) (2,739 ) (9,275 ) (2,117 ) (11,392 ) (34,324 ) (1,951 ) (36,275 ) Research and development expenses (8,638 ) (67,929 ) (76,567 ) (12,390 ) (79,652 ) (92,042 ) (9,903 ) (77,048 ) (86,951 ) Selling, general and administrative expenses (21,067 ) (26,180 ) (47,248 ) (26,090 ) (16,927 ) (43,017 ) (21,688 ) (22,513 ) (44,201 ) Other operating income and expenses (50 ) 81 31 25 (116 ) (91 ) (103 ) (363 ) (466 ) Total operating expenses (30,351 ) (96,172 ) (126,523 ) (47,730 ) (98,812 ) (146,542 ) (66,018 ) (101,875 ) (167,893 ) Operating income (loss) before tax (29,937 ) (75,154 ) (105,091 ) (40,436 ) (83,116 ) (123,552 ) (43,126 ) (42,311 ) (85,437 ) Financial gain (loss) 1,420 15,339 16,758 294 8,045 8,340 (776 ) (11,270 ) (12,046 ) Net income (loss) (28,517 ) (59,816 ) (88,333 ) (40,142 ) (75,071 ) (115,212 ) (43,902 ) (53,581 ) (97,483 ) Non controlling interests 9,640 — 9,640 13,121 — 13,121 16,409 — 16,409 Net income (loss) attributable to shareholders of Cellectis (18,877 ) (59,816 ) (78,693 ) (27,021 ) (75,071 ) (102,091 ) (27,493 ) (53,581 ) (81,074 ) R&D non-cash 838 16,852 17,689 1,619 10,010 11,629 801 6,790 7,591 SG&A non-cash 5,218 11,655 16,873 6,673 4,940 11,613 3,536 3,238 6,774 Adjustment of share-based compensation attributable to shareholders of Cellectis 6,056 28,507 34,563 8,292 14,950 23,242 4,337 10,028 14,365 Adjusted net income (loss) attributable to shareholders of Cellectis (12,821 ) (31,309 ) (44,130 ) (18,729 ) (60,121 ) (78,849 ) (23,156 ) (43,553 ) (66,709 ) Depreciation and amortization (637 ) (1,740 ) (2,377 ) (1,233 ) (5,642 ) (6,875 ) (1,869 ) (7,950 ) (9,819 ) Additions to tangible and intangible assets 1,871 3,040 4,911 2,998 14,668 17,666 1,786 48,813 50,599 |