0001193125-21-069635 | 20-F | XBRL Viewer

Other comprehensive income (loss)

Net Loss

(88,333)

(78,693)

(9,640)

(19,122)

(18,502)

(18,432)

(690)

Total Comprehensive income (loss)

(107,455)

(18,502)

(78,693)

(97,125)

(10,330)

Allocation of prior period loss

(99,368)

99,368

Capital Increase

178,611

$ 49,942

^[1]

$ 379

178,230

$ 26,454

^[1]

178,611

$ 26,454

^[1]

$ 23,488

^[1]

Capital Increase, Shares

6,146,000

Treasury shares

239

$ 297

(58)

239

Exercise of share warrants and employee warrants, amount

7,770

$ 19

7,751

7,770

Exercise of share warrants and employee warrants, shares

324,007

Non-cash stock-based compensation expense

37,218

28,507

8,711

Other movements

(40)

(28)

(12)

Balance at end of year at Dec. 31, 2018

450,272

$ 2,765

828,525

(16,668)

(326,628)

(78,693)

409,301

40,970

Ending balance, shares at Dec. 31, 2018

42,430,069

Other comprehensive income (loss)

Net Loss

(115,212)

(102,091)

(13,121)

(6,000)

(5,974)

(292)

(6,265)

265

Total Comprehensive income (loss)

(121,212)

(5,974)

(292)

(102,091)

(108,356)

(12,856)

Allocation of prior period loss

(78,693)

78,693

Capital Increase

$ 2

(2)

Capital Increase, Shares

35,600

Exercise of stock options Calyxt ,Values

^[2]

(469)

(773)

304

Non-cash stock-based compensation expense

26,879

14,951

14,950

11,929

Other movements

(2)

Balance at end of year at Dec. 31, 2019

355,470

$ 2,767

843,478

(22,641)

(406,390)

(102,091)

315,123

40,347

Ending balance, shares at Dec. 31, 2019

42,465,669

Other comprehensive income (loss)

Net Loss

(97,483)

(81,074)

(16,409)

18,589

18,552

(430)

18,122

467

Total Comprehensive income (loss)

(78,894)

18,552

(430)

(81,074)

(62,952)

(15,942)

Allocation of prior period loss

(102,091)

102,091

Capital Increase

^[3]

$ 9,205

$ 4,243

$ 4,962

Exercise of stock options Calyxt ,Values

^[2]

210

136

Transaction with subsidiaries

(1,461)

1,461

Exercise of share warrants and employee warrants, amount

6,119

$ 18

6,101

6,119

Exercise of share warrants and employee warrants, shares

314,517

Non-cash stock-based compensation expense

16,736

14,365

2,371

Other movements

(32)

Balance at end of year at Dec. 31, 2020

$ 308,846

$ 2,785

$ 863,912

$ (4,089)

$ (505,961)

$ (81,074)

$ 275,573

$ 33,273

Ending balance, shares at Dec. 31, 2020

42,780,186

[1]	On May 22, 2018, Calyxt Inc completed a follow-on offering of its common stock. Calyxt Inc sold an aggregate of 4,057,500 shares of common stock at a price of $15.00 per share, including 457,500 shares of common stock pursuant to the exercise of the underwriters’ option to purchase additional shares. In the aggregate, Calyxt Inc received net proceeds from the follow-on offering and exercise of the overallotment option of approximately $57.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses totaling approximately $0.7 million. As part of the follow-on offering, Cellectis SA purchased 550,000 shares of common stock for a value of $8.3 million. Transaction with subsidiaries also includes the exercise of 592,342 Calyxt stock options during the period for $2.4 million, partially offset by Cellectis’ purchase on June 14, 2018 of 63,175 shares of Calyxt common stock from employees and nonemployees of Calyxt and Cellectis at a price of $19.49 per share (the closing price reported on the Nasdaq Global Market on June 14, 2018) for $1.2 million.
[2]	Corresponds to the impact of Calyxt stock options exercises during the period.
[3]	On October 20, 2020, Calyxt entered into definitive agreements with institutional investors for the purchase and sale of 3,750,000 shares of Calyxt’s common stock, at a purchase price of $4.00 per share, in an SEC-registered, direct offering. The financing resulted in gross proceeds of $15.0 million before payment of all related fees and expenses. Cellectis purchased 1,250,000 shares in the offering for a value of $5.0 million, the proceeds of which are included in the net proceeds of approximately $14.0 million. Following the registered direct offering, as of December 31, 2020, Cellectis owns approximately 64.7% of Calyxt’s outstanding shares of common stock.

Statements of Changes in Consolidated Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands					12 Months Ended
	Oct. 20, 2020	Jun. 14, 2018	May 22, 2018	Oct. 28, 2014	Dec. 31, 2020
Statement [Line Items]
Gross proceeds			$ 57,000
Equity value					$ 275,573
Par value per share					$ 0.05
Calyxt Inc [member]
Statement [Line Items]
Ordinary shares issued	3,750,000		4,057,500
Selling price per common share	$ 4.00		$ 15.00
Common stock for exercising underwriters' option			457,500
Gross proceeds	$ 15,000		$ 57,000
Underwriting discounts and commissions			3,200
Offering expense			$ 700
Number of stock options exercised				592,342
Stock options exercised, value		$ 2,400
Par value per share	$ 4.00		$ 15.00
Proportion of ownership interest in subsidiary					64.70%
Calyxt Inc [member] \| Cellectis [member]
Statement [Line Items]
Purchase of common stock			550,000
Equity value	$ 5,000
Purchase of common shares	1,250,000	63,175
Purchase of common stock, value	$ 14,000
Purchase of common shares price per share		$ 19.49
Purchase of common stock, value		$ 1,200	$ 8,300

The Company

12 Months Ended

Dec. 31, 2020

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 biotechnological company, employing our core proprietary technologies to develop

best-in-class

products in the field of immunooncology. Our product candidates, based on gene-edited

T-cells

that express chimeric antigen receptors, or CARs, seek to harness the power of the immune system to target and eradicate cancer cells. Our gene-editing technologies allow us to create allogeneic CAR

T-cells,

meaning they are derived from healthy donors rather than the patients themselves. Our gene editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity. In addition to our focus on immuno-oncology, we are exploring the use of our gene-editing technologies in other therapeutic applications, as well as through our subsidiary, Calyxt, to deliver plant-based innovations and solutions with substantial disruption potential across multiple industries.

Cellectis S.A., Cellectis, Inc., Cellectis Biologics Inc. (which was incorporated on January 18, 2019) and Calyxt, Inc. are sometimes referred to as a consolidated group of companies as the “Group.”

COVID-19

Update

As previously reported, while implementing health and safety measures, we have continued to advance our proprietary allogeneic CAR

T-cell

programs. During the course of 2020, except as discussed in the Annual Report with respect to the clinical hold affecting the

MELANI-01

Study, Cellectis continued to enroll patients in its

AMELI-01,

BALLI-01

and

MELANI-01

clinical trials. Each of the trials currently continues to progress through its respective dose levels.

In addition, construction is now complete for our raw materials manufacturing facility in Paris, and our commercial manufacturing facility in Raleigh, North Carolina remains on track with production expected to commence in 2021.

With respect to the five

out-licensed

programs, the UCART19 Clinical Studies were completed and Servier informed us that no additional patients are planned for enrollment, but all patients from the UCART19 Clinical Studies will continue the long-term

follow-up

study as planned. Allogene Therapeutics is continuing to enroll patients in the ALPHA Study, ALPHA2 Study, and UNIVERSAL Study, and received the IND approval to start the TRAVERSE Study.

Nevertheless, the

COVID-19

pandemic and government actions to contain it continue to result in significant disruptions to various public and commercial activities. With respect to clinical trials for both our proprietary allogeneic CAR

T-cell

programs and programs conducted by commercial partners, enrollment of new patients and the ability to conduct patient

follow-up

is expected to be impacted by the

COVID-19

pandemic. The exact timing of delays and overall impact of the

COVID-19

pandemic to our business, preclinical studies, clinical trials and manufacturing facility construction and initial production activity is currently unknown, and we are monitoring the pandemic as it continues to rapidly evolve.

At Calyxt, during 2020, supply chain disruptions did not have a material impact on Calyxt’s operations. However, a resurgence of the

COVID-19

pandemic, governmental response measures, and resulting disruptions could rapidly offset such improvements.

The overall impact to Cellectis’ and Calyxt’s businesses will be dependent on future developments, which are highly uncertain and difficult to predict.

Accounting principles

12 Months Ended

Dec. 31, 2020

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, 2020 were approved by our Board of Directors on March 4, 2021.

Our Consolidated Financial Statements are presented in U.S. dollars. See Note 2.3.

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

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, 2020 but had no significant impact on the Consolidated Financial Statements:

•

Amendments to References to the Conceptual Framework in IFRS Standards (Effective for the accounting periods as of January 1, 2020)

•

Amendment to IFRS 3 “Business Combinations” (Effective for the accounting periods as of January 1, 2020)

•

Amendments to IAS 1 “Presentation of financial statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors” (Effective for the accounting periods as of January 1, 2020)

•

Amendments to IFRS 9 “Financial instruments”, IAS 39 “Financial instruments: Recognition and Measurement” and IFRS 7 “Financial instruments: Disclosures” (Effective for the accounting periods as of January 1, 2020)—Interest Rate Benchmark Reform

•

On May 28, 2020, the IASB issued

“Covid-19-Related

Rent Concessions”, an amendment to IFRS 16. The amendment, which is applicable from June 1, 2020, allows lessees not to account for rent concessions as lease modifications if they are a direct consequence of

Covid-19

and meet certain conditions. The impact of the application of this amendment was immaterial.

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, 2021. 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 17 “Insurance Contracts” (Effective for accounting periods beginning after January 1, 2023 and not yet adopted by the European Union)

•

Amendments to IAS 37 – Onerous Contracts: Cost of Fulfilling a Contract (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IAS 37 – Onerous Contracts: Cost of Fulfilling a Contract (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IAS 16 – Property, Plant and Equipment: Proceeds before Intended Use (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IFRS 3 – Reference to the Conceptual Framework (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2 (Effective for the accounting periods as of January 1, 2021)

2.2 IFRS16 application

Since January 1, 2019, Cellectis has applied the new standard IFRS 16 “Leases”.

Under this standard, a financial asset and a financial liability are recognized for Group leases that meet the standard’s criteria.

The financial statements for prior periods have not been restated in accordance with the transition options of IFRS 16 elected by the Group since Cellectis has applied the modified retrospective approach.

The Group uses the two capitalization exemptions provided by the standard:

•

lease contracts with a duration of less than 12 months; and

•

lease contracts for which the underlying asset has a low value, which has been defined by the Group to be below $5,000.

The Group has also applied the following practical expedients at the transition date:

•

exclusion of initial direct costs from the measurement of the

right-of-use

asset at the date of initial application;

•

accounting for leases for which the lease term ends within 12 months of the date of initial application as short-term leases i.e. accounting for leases expenses in Profit and loss account; and

•

the carrying amount of the

right-of-use

asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before the date measured applying IAS 17.

The following discount rates have been applied:

•

building rental in Paris, France (discounting rate 2%), building rental in Roseville, Minnesota, USA and Raleigh, North Carolina, USA (discounting rate of 8%), building rental in New York, New York, USA (discounting rate of 4.4%), and equipment rental (discounting rate 1%).

The main changes introduced by IFRS 16 are the following:

Capitalization of the

right-of-use

assets for real-estate lease contracts:

Identified lease contracts mainly concern Cellectis’ Headquarters and R&D buildings in Paris, New York and Raleigh, North Carolina, USA and Calyxt’s Headquarters and its production and storage areas in Roseville, Minnesota, USA.

For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used.

The discount rate used to calculate the lease debt has been determined, for each portfolio of assets, according to the incremental borrowing rate at the transition date.

The sale and lease-back agreement entered into by Calyxt in the third quarter of 2017 has a defined lease term and was classified as an operating lease agreement under IAS 17. According to IFRS 16, this lease receives the standard accounting treatment for operating leases existing at the date of initial application and the value of the

right-of-use

asset is adjusted for the amount of the net deferred losses recognized in the statement of financial position immediately before the date of initial application, which was $1.8 million.

Accounting for the other assets leases:

The main lease contracts identified correspond to office and laboratory equipment.

2.3 Currency of the financial statements

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro.

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 flow 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 “Currency Translation Adjustments” in the Consolidated Statements of Changes in Shareholders’ Equity.

2.4 Basis of consolidation

Going concern

The consolidated financial statements were prepared on a going concern basis. With cash and cash equivalents of $241,148 thousand as of December 31, 2020, the Company believes it has sufficient resources to continue operating for at least twelve months following the consolidated financial statements’ publication.

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, 2020, the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc., Cellectis Biologics Inc., which was incorporated on January 18, 2019, and Calyxt.

As of December 31, 2020, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc., and approximately 64.7% of Calyxt’s outstanding shares of common stock. As of December 31, 2019, Cellectis S.A. owned 100% of Cellectis, Inc. and approximately 68.9% of Calyxt’s outstanding shares of common stock.

Until July 25, 2017, Cellectis S.A. fully owned Calyxt. 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. On May 22, 2018, Calyxt completed a

follow-on

offering of its common stock. Calyxt sold an aggregate of 4,057,500 shares of common stock at a price of $15.00 per share, including 457,500 shares of common stock pursuant to the exercise of the underwriters’ option to purchase additional shares. In the aggregate, Calyxt received net proceeds from the

follow-on

offering and exercise of the overallotment option of approximately $57.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses totaling approximately $0.7 million. As part of the

follow-on

offering, Cellectis SA purchased 550,000 shares of common stock for a value of $8.3 million, the proceeds of which are included in the net proceeds of approximately $57.0 million. On October 20, 2020, Calyxt entered into definitive agreements with institutional investors for the purchase and sale of 3,750,000 shares of Calyxt’s common stock, at a purchase price of $4.00 per share, in an

SEC-registered,

direct offering. The financing resulted in gross proceeds of $15.0 million before payment of all related fees and expenses. Cellectis purchased 1,250,000 shares in the offering for a value of $5.0 million, the proceeds of which are included in the net proceeds of approximately $14.0 million.

Non-controlling

interests

Non-controlling

shareholders hold a 35.3% interest in Calyxt as of December 31, 2020 and a 31.1% interest in Calyxt Inc as of December 31, 2019. These

non-controlling

interests were generated during the initial public offering of Calyxt and the

follow-on

offerings as described above, as well as through vesting and exercises of equity awards.

2.5 Foreign currency

Foreign currency transactions and balances

Significant transactions in foreign currencies are translated into the respective functional currencies at the exchange rates effective at the transaction dates, otherwise the average rate of the previous month is used for

non-significant

transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date.

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

Foreign currency translation

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

Gains and losses arising from currency translation are recognized in other comprehensive loss.

Consolidated financial statements are then converted into dollars using the method described in Note 2.3.

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.

2.6 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 8.3: 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 16

•

Provisions for risks and charges – Note 18

•

Right-of-use

assets – Note 6

Information concerning the Group's Consolidated Operations

12 Months Ended

Dec. 31, 2020

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

payments for research and development programs are deferred as a contract liability and recognized when the performance obligation is satisfied, as the customer receives the benefits of the services. When a specific research and development program is put on hold, as agreed by our customer as part of a joint executive committee decision, the revenue recognition continues to be deferred until research and development efforts resume. If the joint decision is to abandon the project, deferred revenue is fully recognized.

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

party has no right to require refund of payment. The triggering event may be scientific results achieved by us or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement.

Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by

co-contracting

parties under our license arrangements. As we have no products approved for sale, we have not received any royalty revenue to date. Royalty revenues, if earned, will be recognized at the later of when (1) the subsequent sale or usage occurs; and (2) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied.

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

dit d

’

Imp

t Recherche,

or “CIR”, which is granted to entities by the French tax authorities in order to encourage them to conduct technical and scientific research. Entities that demonstrate that their research expenditures meet the required CIR criteria receive a tax credit. As a general principle, such R&D tax credit can be offset against the corporate income tax (“CIT”) due on the profits of the financial year during which the expenses have been incurred and the following three years; any unused portion of the credit is then refunded by the French treasury (except for specific cases like e.g.if the Company can be qualified as small and

medium-sized

enterprises (in France the “PME”) Indeed, if a company meets certain criteria in terms of sales, headcount or assets to be considered a small/middle size company, such company can request immediate refund of the remaining tax credit, without application of the three-year period. Cellectis S.A. meets such criteria.

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

Details of revenues and other income

Revenues by country of origin and other income


	For the year ended December 31,
	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

in 2019. In 2020, other revenues include the recognition of a $28.5 million upfront payment received in March 2020 associated with the Servier Amendment by which Cellectis granted Servier an expanded exclusive worldwide license to develop and commercialize, either directly or through its US sublicensee, Allogene Therapeutics, Inc., all next generation gene-edited allogeneic CAR

T-cell

products targeting CD19, including rights to

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

activities. C

osts incurred at Calyxt associate

d with the purchasing, storing transporting and processing grain, net of proceeds of seed sales (Grain Costs), were expensed to R&D. Beginning in the first quarter of 2019, Calyxt began to capitalize all grain and seed costs into inventory. Grain and risk management costs, net of the benefit from Calyxt’s seed activity, are capitalized to inventory and relieved to cost of goods sold as the high oleic soybean oil and high oleic soybean meal is sold. Any valuation adjustments to inventory are recognized as incurred. Cost of goods sold also includes crush and refining losses that are expensed as incurred since they do not add to the value of the finished products.

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

and entities to conduct research and development activities on our behalf. They also include expenses associated with obtaining patents. The costs associated with manufacturing of product candidates are recorded depending on the use of the material. If products are not intended to be used in clinical studies, we recognize the expense when the product is delivered. If they are intended to be used for clinical studies, the expense is recognized when the certificate of compliance is obtained.

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

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

Details of operating expenses by nature


	For the year ended December 31,
	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 stock based compensation expense		(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 stock based compensation expense		(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 stock based compensation expense		(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

million as of December 31, 2020, $246 million as of December 31, 2019 and $186 million as of December 31, 2018. Such carryforwards can be offset against future taxable profit within a limit of $1.0 million per year, plus 50% of the

tax

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

$160

million as of December 31, 2020, $162 million as of December 31, 2019 and $84 million as of December 31, 2018.

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:

This segment is focused on the development (i) of products in the field of immuno-oncology and (ii) of novel therapies outside immuno-oncology to treat other human diseases. This approach is based on our gene editing and Chimeric Antigen Receptors (“CARs”) technologies. All these activities are supported by Cellectis S.A., 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 delivering plant-based innovations and solutions with substantial disruption potential across multiple industries. It corresponds to the activity of our U.S.-based majority-owned subsidiary, Calyxt, which is currently based in Roseville, Minnesota.

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

With respect to corporate general and administrative expenses, Cellectis S.A. 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

ranging between zero to 10%, depending on the nature of the service. Amounts due to Cellectis S.A. pursuant to inter-segment transactions bear interest at a rate of the

12-month

Euribor plus 5% per annum.

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

Information related to each reportable segment is set out below. Segment revenues and other income, Research and development expenses, Selling, general and administrative expenses, and 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.

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
( $ in thousands )	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
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 stock-based expense attributable to shareholder of Cellectis		838			16,852			17,689			1,619			10,010			11,629			801			6,790			7,591
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		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

Impairment tests

12 Months Ended

Dec. 31, 2020

Impairment tests

Note 4. Impairment tests

Accounting policy

Amortizable intangible assets, depreciable tangible assets and

right-of-use

are tested for impairment when there is an indicator of impairment. 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, 2018, 2019 or 2020.

Intangible assets

12 Months Ended

Dec. 31, 2020

Intangible assets

Note 5. Intangible assets

Accounting policy

Capitalization of development expenses

In accordance with IAS 38

Intangible Assets

, development expenses are recorded as intangible assets only if all the following criteria are met:

•

technical feasibility necessary for the completion of the development project;

•

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

•

capacity to utilize the intangible asset;

•

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

•

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

•

reliable evaluation of the development expenses.

Other intangible assets

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


$ in thousands	Software and Patents			Assets under construction			Total
Net book value as of January 1, 2018		811			619			1,431

Additions to intangible assets		14			103			117
Disposal of intangible assets		(7	)		—			(7	)
Reclassification		6			—			6
Depreciation expense		(217	)		—			(217	)
Translation adjustments		(30	)		(31	)		(61	)

Net book value as of December 31, 2018		577			691			1,268

Gross value at end of period		2,454			691			3,146
Accumulated depreciation and impairment at end of period		(1,878	)		—			(1,878	)
Net book value as of January 1, 2019		577			691			1,268

Additions to intangible assets		84			(2	)		82
Disposal of intangible assets		(50	)		—			(50	)
Reclassification		6			—			6
Depreciation expense		(174	)		—			(174	)
Translation adjustments		(12	)		(12	)		(24	)

Net book value as of December 31, 2019		431			677			1,108

Gross value at end of period		2,448			677			3,125
Accumulated depreciation and impairment at end of period		(2,017	)		—			(2,017	)
Net book value as of January 1, 2020		431			677			1,108

Additions to intangible assets		558			(41	)		517
Disposal of intangible assets		—			—			—
Reclassification		76			—			76
Depreciation expense		(206	)		—			(206	)
Translation adjustments		30			59			89

Net book value as of December 31, 2020		889			695			1,584

Gross value at end of period		3,309			695			4,004
Accumulated depreciation and impairment at end of period		(2,419	)		—			(2,419	)

Intangible assets mainly consist of electroporation technology patents acquired in 2011. The 2018, 2019 and 2020 additions in intangible assets under construction corresponds to the internal development of existing technology.

Right-of-use assets

12 Months Ended

Dec. 31, 2020

Right-of-use assets

Note 6

Right-of-use

assets

Accounting policy

Lease contracts recognition

Lease contracts, as defined by IFRS 16 “Leases”, are recorded in the statement of consolidated financial position, which leads to the recognition of:

•

an asset representing a right of use of the asset leased during the lease term of the contract

“right-of-use”;

and

•

a liability related to the payment obligation “lease debt”.

Measurement of the

right-of

use asset

At the commencement date, the

right-of-use

asset is measured at cost and comprises:

•

the amount of the initial measurement of the lease liability, to which is added, if applicable, any lease payments made at or before the commencement date, less any lease incentives received;

•

where relevant, any initial direct costs incurred by the lessee for the conclusion of the contract. These are incremental costs which would not have been incurred if the contract had not been concluded; and

•

estimated costs for restoration of the leased asset according to the terms of the contract.

Following the initial recognition, the

right-of-use

asset must be depreciated over the useful life of the underlying assets as lease term for the rental component.

Measurement of the lease liability

At the commencement date, the lease liability is recognized for an amount equal to the present value of the lease payments over the lease term.

Amounts involved in the measurement of the lease liability are:

•

fixed payments (including

in-substance

fixed payments meaning that even if they are variable in form, they are

in-substance

unavoidable);

•

variable lease payments that depend on an index or a rate, initially measured using the index or the rate in force at the lease commencement date; amounts expected to be payable by the lessee under residual value guarantees; and

•

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is subsequently measured based on a process similar to the amortized cost method using the discount rate:

•

the liability is increased by the accrued interests resulting from the discounting of the lease liability, at the beginning of the lease period; and

•

payments made are deducted.

The interest cost for the period as well as variable payments, not taken into account in the initial measurement of the lease liability and incurred over the relevant period are recognized as costs.

In addition, the lease liability may be remeasured in the following situations:

•

the occurrence of a change in the lease term or a modification related to the assessment of the reasonably certain nature (or not) of the exercise of an option,

•

a remeasurement linked to residual value guarantees,

•

the occurrence of an adjustment to the rates and indices according to which the rents are calculated when rent adjustments occur.

COVID-19-Related

Rent Concessions

On May 28, 2020, the IASB issued

“Covid-19-Related

Rent Concessions”, an amendment to IFRS 16. The amendment, which is applicable from June 1, 2020 allows lessees not to account for rent concessions as lease modifications if they are a direct consequence of

Covid-19

and meet certain conditions. The practical expedient has been applied by the Group to all rent concessions that meet the conditions in IFRS 16.46B.

The amount recognised in profit or loss for the reporting period to reflect changes in lease payments that arise from rent concessions to which the Group has applied the practical expedient in IFRS 16.46A is immaterial.

Main contracts applicable

Based on its analysis, the Group has identified lease contracts according to the standard concerning office buildings, laboratories, production facilities and storage facilities.

For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used.

The discount rate used to calculate the lease debt is determined, for each portfolio of assets, according to the incremental borrowing rate at the contract date.

The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the

right-of-use

asset in a similar economic environment.

The rental charges relating to short terms and low value lease remains classified as leases expenses in operating expenses and are immaterial.

Details of

Right-of-use

assets

IFRS 16 “Leases” was applicable for annual periods beginning on or after January 1, 2019. The consequence of the application of this standard is to recognize a right of use and lease liability on the balance sheet.

For the leaseback on Calyxt Headquarters, according to IFRS 16, the value of the

right-of-use

asset has been adjusted for the amount of the net deferred losses recognized in the statement of financial position immediately before the date of initial application, which was $1.8 million.

The breakdown of

right-of-use

assets is as follows:


	Building lease			Office and laboratory equipment			Total
	$ in thousands
Net book value as of January 1, 2019		36,061			1,508			37,569

Additions		11,357			1,516			12,873
Depreciation expense		(4,058	)		(520	)		(4,578	)
Translation adjustments		(248	)		(4	)		(252	)

Net book value as of December 31, 2019		43,112			2,500			45,612

Gross value at end of period		47,175			3,153			50,328
Accumulated depreciation at end of period		(4,063	)		(653	)		(4,716	)
Net book value as of January 1, 2020		43,112			2,500			45,612

Additions		24,719			8,369			33,088
Depreciation expense		(4,904	)		(1,568	)		(6,472	)
Translation adjustments		1,699			(82	)		1,617

Net book value as of December 31, 2020		64,626			9,219			73,845

Gross value at end of period		73,878			11,511			85,389
Accumulated depreciation at end of period		(9,252	)		(2,292	)		(11,544	)

Property, plant and equipment

12 Months Ended

Dec. 31, 2020

Property, plant and equipment

Note 7. Property, plant and equipment

Accounting policy

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

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

The estimated useful lives are as follows:

•

Buildings and other outside

improvements 10-20

years

•

Leasehold

improvements 5-10

years

•

Office furniture 10 years

•

Laboratory

equipment 3-10

years

•

Office equipment 5 years

•

IT equipment 3 years

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

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

Before IFRS 16 adoption as of January 1, 2019, payments made under operating leases were expensed on a straight-line basis over the term of the lease. Lease incentives received were 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 appeared that substantially all the risks and rewards incidental to ownership were transferred from the lessor to the lessee, the associated leased assets were 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. Finance lease assets were transferred to

Right-of-use

assets upon adoption. The associated financial obligations were reported in the line item

“non-current

financial debt” and “current financial debt.” Such amounts were reclassified to lease debts on the date of adoption.

Details of property, plant and equipment


	Lands and Buildings			Technical equipment			Fixtures, fittings and other equipment			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2018		3,159			2,505			753			809			7,226

Additions to tangible assets		879			1,622			1,820			1,942			6,263
Disposal of tangible assets		—			(49	)		(690	)		(426	)		(1,164	)
Reclassification		39			216			793			(1,053	)		(6	)
Depreciation expense		(758	)		(854	)		(478	)		—			(2,091	)
Translation adjustments		(90	)		(46	)		(27	)		(25	)		(188	)

Net book value as of December 31, 2018		3,229			3,393			2,172			1,247			10,041

Gross value at end of period		7,604			13,297			3,215			2,045			26,160
Accumulated depreciation and impairment at end of period		(4,375	)		(9,903	)		(1,043	)		(798	)		(16,119	)
Net book value as of January 1, 2019		3,229			2,084			2,172			1,247			8,732

Additions to tangible assets		318			374			329			16,563			17,584
Disposal of tangible assets		—			(10	)		(1	)		(419	)		(430	)
Reclassification		15			1,974			630			(2,624	)		(5	)
Depreciation expense		(192	)		(1,247	)		(684	)		—			(2,123	)
Translation adjustments		(40	)		(15	)		(11	)		20			(46	)

Net book value as of December 31, 2019		3,330			3,160			2,435			14,787			23,712

Gross value at end of period		7,833			13,962			4,149			15,585			41,529
Accumulated depreciation and impairment at end of period		(4,503	)		(10,802	)		(1,714	)		(798	)		(17,817	)
Net book value as of January 1, 2020		3,330			3,160			2,435			14,787			23,712

Additions to tangible assets		5,248			2,034			854			41,946			50,082
Disposal of tangible assets		4			(122	)		—			—			(118	)
Reclassification		8,258			692			670			(9,696	)		(76	)
Depreciation expense		(817	)		(1,464	)		(861	)		—			(3,141	)
Translation adjustments		742			136			73			264			1,215

Net book value as of December 31, 2020		16,765			4,436			3,171			47,301			71,673

Gross value at end of period		22,518			17,381			5,843			47,301			93,043
Accumulated depreciation and impairment at end of period		(5,752	)		(12,946	)		(2,672	)		(0	)		(21,370	)

*	See note 2.2 on IFRS16 application

No assets have been pledged as security for financial liabilities. There is no restriction on title of property, plant and equipment.

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. The sale and lease-back agreement has a defined lease term and was classified as an operating lease agreement under IAS 17. According to IFRS 16, this lease receives the standard accounting treatment for operating leases existing at the date of initial application and the value of the

right-of-use

asset is adjusted for the amount of the net deferred losses recognized in the statement of financial position immediately before the date of initial application, which was $1.8 million.

For the year ended December 31, 2020, we continued 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 $5.2 million and other equipment for $2.9 million ($2.0 million of technical equipment and $0.9 million of other equipment).

Assets under construction as of December 31, 2020 primarily relates to Cellectis’ new raw materials manufacturing facility in Paris ($2.3 million), a new commercial manufacturing facility in Raleigh, North Carolina ($37.9 million), and the balance relates to capital expenditure in New York office and in the Plants Segment. These amounts include $6.6 million related to internal costs capitalization.

The assets put into service in 2020 amount to $5.5 million for Cellectis Paris, to $3.5 million for Raleigh manufacturing facility and to $0.6 million for Calyxt.

Financial assets and liabilities

12 Months Ended

Dec. 31, 2020

Financial assets and liabilities

Note 8. Financial assets and liabilities

8.1 Accounting principles

The new standard IFRS 9 “Financial instruments” is of mandatory application since January 1, 2018. Cellectis elected not to restate the 2016 and 2017 comparative periods, as authorized by the standard. Such adoption did not lead to any adjustment recorded in the Group opening equity at January 1, 2018.

IFRS 9 comprises three phases: classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting. Cellectis was not affected by the new classification required by the standard to determine the way financial assets are recognized and measured.

Financial assets

Under IFRS 9, Cellectis holds either:

•

financial assets measured at amortized cost or;

•

financial assets measured at fair value through profit or loss.

Non-current

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

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

mark-to-market

value and also restricted cash.

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 provision for expected credit losses for trade and other receivables is recognized if their recoverable amount is less than their carrying amount. The introduction of a new expected loss model for impairment of financial assets under IFRS 9 had no significant impact on the initial recognition of Cellectis trade and other receivables.

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

The application of IFRS 9 has no impact on the Cellectis’ accounting policy regarding financial liabilities.

Financial liabilities include trade and other payables, finance leases, PPP loan, State Guaranteed loan « PGE » 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.

8.2 Detail of financial assets and liabilities

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


	Accounting category				Book value on the statement of financial position		Fair Value
2019	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		5,517		5,517		5,517
Trade receivables		—		2,959		2,959		2,959
Subsidies receivables		—		9,140		9,140		9,140
Current financial assets		—		20,385		20,385		20,385
Cash and cash equivalents		340,522		—		340,522		340,522

Total financial assets		340,522		38,001		378,523		378,523

Financial liabilities
Non-current financial liabilities		—		46,540		46,540		46,540
Lease debts		—		1,067		1,067		1,067
Trade payables		—		29,264		29,264		29,264
Other current liabilities		—		8,497		8,497		8,497

Total financial liabilities		—		85,368		85,368		85,368


	Accounting category				Book value on the statement of financial position		Fair Value
2020	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		7,007		7,007		7,007
Trade receivables		—		5,171		5,171		5,171
Subsidies receivables		—		10,703		10,703		10,703
Current financial assets		—		27,091		27,091		27,091
Cash and cash equivalents		241,148		—		241,148		241,148

Total financial assets		241,148		49,972		291,120		291,120

Financial liabilities
Non-current lease debts		—		75,764		75,764		75,764
Other non-current financial liabilities		—		28,836		28,836		28,836
Current lease debts		—		6,696		6,696		6,696
Trade payables		—		24,609		24,609		24,609
Other current liabilities		—		19,127		19,127		19,127

Total financial liabilities		—		155,032		155,032		155,032

8.3. 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 agreements entered into by Calyxt and our agreement with Allogene Therapeutics, Inc.).

As of December 31, 2019, 63% of our cash and cash equivalents were denominated in US dollars. As of December 31, 2020, 56% of our cash and cash equivalents were denominated in US dollars.

Cellectis hedging policy is not affected by the application of IFRS 9.

As of December 31, 2019 and 2020, we did not hold derivative financial instruments to hedge foreign currency exchange risks.

Liquidity risk

As of

December 31, 2020, our financial debt consist

s of lease debts for $82.5

million, a loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance in the form of a state-guaranteed loan (

t Garanti par l

’

Etat

) (the“PGE”)

for $22.8

million (interests included), Calyxt’s paycheck protection program loan

for $1.5 million, a $1.5 million loan to finance leasehold improvements at our location in

New-York

and a financial liability of $3.0 million related to an equipment rental agreement at our Raleigh good manufacturing practices (“GMP”) facility, which will be reclassified to lease debt when the equipment is delivered or accepted by Cellectis.

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, 2020, we held $241.1 million in cash and cash equivalents.

Interest rate risk

We seek to engage in prudent management of our cash and cash equivalents, mainly cash on hand and common financial instruments (typically short- and

mid-term

deposits). Furthermore, the interest rate risk related to cash, cash equivalents and common financial instruments is not significant based on the quality of the financial institutions with which we work.

Credit risk

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

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

Inventories

12 Months Ended

Dec. 31, 2020

Inventories

Note 9. 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. They include all costs of seed production and grain Calyxt purchases as well as costs to store, transport and process the grain into finished products. Consideration Calyxt receives from growers when they purchase seed is recorded as a reduction of inventory. Calyxt evaluates inventory balances for obsolescence on a regular basis using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products and other factors that take into consideration our limited operating history. Prior to the commercialization of our high oleic soybean oil and high oleic soybean meal in early 2019, all Grain Costs were expensed as R&D.

Description of inventories

As of December 31, 2020, inventories amounted to $1.6 million, $1.4 million of which related to Calyxt’s grain and seed costs, and $0.2 million to raw materials and laboratory consumables (representing pharmaceutical and chemical products).

As of December 31, 2019, inventories consisted of $2.9 million, $2.6 million of which related to Calyxt’s grain and seed costs, and $0.3 million to raw materials and laboratory consumables (representing pharmaceutical and chemical products).

As of December 31, 2020, $3.9 million of net realizable value adjustments to

period-end

inventories including write-downs of excess seed produced for 2020 plantings related to Calyxt’s grain and seed costs was recorded.

No provision for impairment has been recorded as of December 31, 2019.

Trade receivables and other current assets

12 Months Ended

Dec. 31, 2020

Trade receivables and other current assets

Note 10. Trade receivables and other current assets

Accounting policies for trade receivables and other current assets are described in Note 8.1.

10.1 Trade receivables


	As of December 31,			As of December 31,
	2019			2020
	$ in thousands
Trade receivables		3,513			5,787
Valuation allowance		(554	)		(616	)

Total net value of trade receivables		2,959			5,171

All trade receivables have payment terms of less than one year. The trade receivables are mainly due to collaboration contracts and to the commercialization of Calyxt’s first products.

10.2 Subsidies receivables


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
Research tax credit		9,140		10,703

Total subsidies receivables		9,140		10,703

Research tax credit receivables as of December 31, 2020 include the accrual for a French research tax credit related to 2020 for $9.2 million and to previous periods for $1.3 million. The remaining amount relates to refundable tax credits in the United States. During December 2018, the French Tax Authority initiated an audit related to the 2014, 2015, 2016 and 2017 French research tax credits. Based on our current evaluation of the status of the audit, we do not believe that a provision should be recorded as of December 31, 2020.

Research tax credit receivables as of December 31, 2019 mainly include the accrual for a French research tax credit related to 2019 for $7.9 million and to previous periods for $1.2 million. The remaining amount mainly relates to refundable tax credits in the United States.

10.3 Other current assets


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
VAT receivables		3,044		3,093
Prepaid expenses and other prepayments		11,829		14,113
Tax and social receivables		150		227
Deferred expenses and other current assets		594		12,210

Total other current assets		15,617		29,643

Prepaid expenses and other prepayments primarily include advances to our

sub-contractors

on research and development activities. They mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing.

During the years ended December 31, 2020 and December 31, 2019, we prepaid certain manufacturing costs related to our product candidates UCART123, UCART22 and UCARTCS1 of which the delivery of products or services is expected in the coming months.

As of December 31, 2019, deferred expenses and other current assets mainly relates to commission fees with respect to a letter of credit relating to our Raleigh facility, a Calyxt broker receivable and certain down payments to suppliers. As of December 31, 2020, deferred expenses and other current assets mainly relates to a $6.2 million receivable following Cellectis’ employees option exercise, a Calyxt broker receivable and certain down payments to suppliers for $2.7 million, as well as a right of $3.0 million to obtain equipment at our Raleigh facility which generates an equivalent financial liability.

As of December 31, 2019, tax and social receivables relate mainly to social charges on personnel expenses and tax reimbursement. As of December 31, 2020, tax and social receivables relate mainly to social charges on personnel expenses.

Current financial assets and Cash and cash equivalents

12 Months Ended

Dec. 31, 2020

Current financial assets and Cash and cash equivalents

Note 11. Current financial assets and Cash and cash equivalents


As of December 31, 2019	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		20,385		—		20,385
Cash and cash equivalents		340,522		—		340,522

Current financial assets and cash and cash equivalents		360,907		—		360,907


As of December 31, 2020	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		27,091		—		27,091
Cash and cash equivalents		241,148		—		241,148

Current financial assets and cash and cash equivalents		268,239		—		268,239

11.1 Current financial assets

Accounting policies

Current financial assets include current restricted cash for $15.4 million and other current financial assets for $11.7 million related to a Calyxt’s short-term investment.

As of December 31, 2020, restricted cash consists of:

deposit to secure commitment to supplier regarding the manufacturing facility construction for $15 million classified as short-term restricted cash included within current financial assets, and

ii.

deposits to secure a Calyxt furniture and equipment sale-leaseback for $1.0 million of which $0.4 million are classified as short-term restricted cash included within current financial assets.

As of December 31, 2019, restricted cash consists of deposit to secure commitment to supplier regarding the manufacturing facility construction for $20 million classified as short-term restricted cash included within current financial assets and deposits to secure a Calyxt furniture and equipment sale-leaseback for $1.4 million of which $0.4 million are classified as short-term restricted cash included within current financial assets.

Financial assets 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.

11.2 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,
	2019		2020
	$ in thousands
Cash and bank accounts		270,630		164,586
Money market funds		13,722		13,977
Fixed bank deposits		56,170		62,585

Total cash and cash equivalents		340,522		241,148

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

Financial liabilities

12 Months Ended

Dec. 31, 2020

Financial liabilities

Note 12. Financial liabilities

12.1 Detail of financial liabilities


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
Lease debts		46,540		75,764
State Guaranteed loan « PGE »		—		22,701
PPP loan				1,518
Other non-current financial liabilities		—		4,617

Total non-current financial liabilities		46,540		104,600

Lease debts		1,067		6,696

Total current financial liabilities		1,067		6,696

Trade payables		29,264		24,609
Other current liabilities		8,497		19,127

Total Financial liabilities		85,368		155,032

As of December 31, 2020, the increase in

non-current

financial liability is explained by the following elements:

•

a financial liability of $3.0 million related to an equipment rental agreement at our Raleigh good manufacturing practices (“GMP”) facility, which will be reclassified to lease debt when the equipment is delivered or accepted by Cellectis;

•

Cellectis’ obtention of a $1.5 million loan to finance leasehold improvement at our location in

New-York;

•

Cellectis Biologics Inc’s obtention of $3.3 million tenant improvement allowance at our location in Raleigh;

•

Calyxt’s obtention of a $1.5

million paycheck protection program loan under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act, for which Calyxt has applied for forgiveness on October 21, 2020 but which has not been granted yet as of December 31, 2020; and

•

Cellectis’s obtention of an €

18.5 million (or $22.7

million using exchange rate as of December 31, 2020) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance in the form of a state-guaranteed loan (Prêt Garanti par l’Etat) (the “PGE“). Initiated by the French Government to support companies during the

COVID-19

crisis, the PGE is a bank loan with a fixed interest rate ranging from 0.25%

2.35%. After an initial interest-only term of one year, the loan can be amortized over up to five years at the option of the Company. The French government guarantees 90% of the borrowed amount.

12.2 Due dates of the financial liabilities


Balance as of December 31, 2020	Book Value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		82,460		6,696		30,706		45,058
Other financial liabilities		28,836		78		24,698		4,061

Financial liabilities		111,296		6,774		55,404		49,118

Trade payables		24,609		24,609		—		—
Other current liabilities		19,127		19,127		—		—

Total financial liabilities		155,032		50,510		54,404		49,118

Other current liabilities

12 Months Ended

Dec. 31, 2020

Other current liabilities

Note 13. Other current liabilities


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
VAT Payables		130		81
Accruals for personnel related expenses		7,295		13,235
Other		1,072		6,077

Total		8,497		19,393

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, 2019 and December 31, 2020, is mainly driven by higher accrual for paid vacations, French social security and annual bonuses due to the increase of headcount recruited both in the United States and in France.

As of December 31, 2020 “Other” mainly include payables to fixed asset suppliers for $3.7 million, Board of Directors attendance fees for $0.3 million liabilities and other tax liabilities for $0.2 million.

As of December 31, 2019 “Other” mainly include payables to fixed asset suppliers for $0.6 million, Board of Directors attendance fees for $0.3 million liabilities and other tax liabilities for $0.2 million.

Deferred revenues and contract liabilities

12 Months Ended

Dec. 31, 2020

Deferred revenues and contract liabilities

Note 14. Deferred revenues and contract liabilities

Accounting policies

Details of deferred revenues and deferred income


	As of December 31, 2019		As of December 31, 2020
	$ in thousands
Deferred revenues and contract liabilities		20,033		452
Others		—		—

Total Deferred revenue and contract liabilities		20,033		452

Deferred revenues

The deferred revenues and contract liabilities as of December 31, 2019 were mainly attributable to upfront payments and milestone payments for the collaboration agreements with Servier. During the period ended December 31, 2020, we recognized as revenue $16.9 million related to upfront payments and $2.5 million related to milestone payments on released targets based on the amendment signed in March 2020 to our collaboration agreement with Servier.

Capital

12 Months Ended

Dec. 31, 2020

Capital

Note 15. Capital

15.1 Share capital issued

Accounting policy

In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. However, our

By-Laws

provide that all shares held in registered form (actions nominatives) for more than two years will be granted double voting rights. Costs directly attributable to the issue of ordinary shares or share options are recognized as a reduction in equity. Repurchased own shares are classified as treasury shares and deducted from equity.


Nature of the Transactions	Share Capital		Share premium			Number of shares		Nominal value
	$ in thousands							in $
Balance as of January 1, 2018		2,367		614,037			35,960,062		0.05
Capital Increase		379		178,230			6,146,000		—
Exercise of share warrants, employee warrants and stock options		19		7,751			324,007		—
Non-cash stock based compensation expense		—		28,507			—		—

Balance as of December 31, 2018		2,765		828,525			42,430,069		0.05

Capital Increase		2		—			35,600		—
Exercise of share warrants, employee warrants and stock options		—		—			—		—
Non-cash stock based compensation expense		—		14,951			—		—
Other movements		—		2			—

Balance as of December 31, 2019		2,767		843,478			42,465,669		0.05

Exercise of share warrants, employee warrants and stock options		18		6,101			314,517		—
Non-cash stock based compensation expense		—		14,365			—		—
Other movements		—		(32	)		—

Balance as of December 31, 2020		2,785		863,912			42,780,186		0.05

Capital evolution in 2020

•

During the full year ended December 31, 2020, 20,464 ordinary shares were issued upon the exercise of 19,702 employee warrants (“bons de souscription de parts de créateurs”) for t

tal proceeds of €163,134; 291,053 ordinary shares were issued upon the exercise of 291,053 stock options for total proceeds of €5,197,970; and 3,000 free shares were converted to 3,000 ordinary shares.

Capital evolution in 2019

•

During the full year ended December 31, 2019, 35,600 free shares were converted to 35,600 ordinary shares.

Capital evolution in 2018

•

During the full year ended December 31, 2018, 6,146,000 ordinary shares were issued upon the closing of a

follow-on

offering for net proceeds, after deducting underwriting discounts and commissions and offering expenses, of $178,611,687; 1,939 ordinary shares were issued upon the exercise of 1,867 employee warrants (“bons de souscription de parts de créateurs”) for total proceeds of $14,112; 322,068 ordinary shares were issued upon the exercise of 322,068 stock options for total proceeds of $7,525,542 and 160,000

non-employees

warrants (“bons de souscription d’actions”) were subscribed for total proceeds of $230,629.

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, 2020, we had 42,780,186 ordinary shares outstanding of which 6,067,389 had a double voting right.

•

At December 31, 2019, we had 42,465,669 ordinary shares outstanding of which 4,389,581 had a double voting right.

•

At December 31, 2018, we had 42,430,069 ordinary shares outstanding of which 5,016,911 had a double voting right.

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

15.2 Share warrants and

non-employee

warrants

Share warrants and

non-employee

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


Date	Type	Number of warrants/shares oustanding as of 01/01/2020		Number of warrants/shares granted		Number of warrants/shares vested/exercised		Number of warrants/shares voided		Number of warrants/shares oustanding as of 12/31/2020		Maximum of shares to be issued		Number of warrants/shares exercisable as of 12/31/2020		Strike price per share in euros
07/27/2010	BSPCE		19,702		—		19,702		—		—		—		—		7.97
03/24/2015	Stock Options		1,612,994		—		—		21,391		1,591,603		1,591,603		1,591,603		38.45
03/27/2015	BSA		130,000		—		—		—		130,000		130,000		130,000		38.45
05/18/2015	BSA		50,000		—		—		—		50,000		50,000		50,000		29.58
09/08/2015	BSA		224,200		—		—		—		224,200		224,200		224,200		28.01
09/08/2015	Stock Options		1,623,200		—		—		24,500		1,598,700		1,598,700		1,598,700		27.55
03/14/2016	BSA		147,025		—		—				147,025		147,025		147,025		27.37
03/14/2016	Stock Options		1,652,595		—		2,354		13,536		1,636,705		1,636,705		1,636,705		22.44
10/28/2016	BSA		148,000		—		—				148,000		148,000		148,000		18.68
10/28/2016	Stock Options		2,178,893				238,660		21,599		1,918,634		1,918,634		1,918,634		17.90
10/11/2017	BSA		200,000		—		—		—		200,000		200,000		200,000		24.34
10/11/2017	Stock Options		960,000		—		1,000		35,000		924,000		924,000		707,722		22.57
10/08/2018	Free shares		3,000		—		3,000		—		—		—		—		23.84
10/08/2018	Stock Options		50,000		—		—		30,000		20,000		20,000		9,996		24.80
12/17/2018	Free shares		13,000		—		—		13,000		—		—		—		16.00
12/17/2018	Stock Options		40,000		—		—		40,000		—		—		—		18.37
03/07/2019	Free shares		2,500		—		—		—		2,500		2,500		—		16.00
04/24/2019	Stock Options		1,469,700		—		41,539		162,646		1,265,515		1,265,515		531,538		18.25
04/24/2019	Free shares		6,500		—		—		—		6,500		6,500		—		18.01
07/16/2019	Free shares		4,000		—		—		—		4,000		4,000		—		14.01
11/06/2019	Stock Options		55,000		—		—		25,000		30,000		30,000		7,500		11.06
11/06/2019	Free shares		21,500		—		—		6,500		15,000		15,000		—		11.32
11/18/2019	Stock Options		30,000		—		7,500		—		22,500		22,500		—		12.33
11/18/2019	Free shares		16,500		—		—		—		16,500		16,500		—		12.16
03/04/2020	Free shares		—		6,500		—		—		6,500		6,500		—		14.54
04/14/2020	Free shares		—		20,000		—		—		20,000		20,000		—		9.14
04/14/2020	Stock Options		—		160,000		—		—		160,000		160,000		—		8.27
06/19/2020	Free shares		—		16,500		—		—		16,500		16,500		—		14.76
06/19/2020	Stock Options		—		17,000		—		—		17,000		17,000		—		15.84
07/20/2020	Free shares		—		10,000		—		—		10,000		10,000		—		15.76
07/20/2020	Stock Options		—		17,000		—		—		17,000		17,000		—		15.12
08/05/2020	Free shares		—		70,000		—		—		70,000		70,000		—		14.00
08/05/2020	Stock Options		—		212,000		—		—		212,000		212,000		—		14.62
09/11/2020	Free shares		—		15,000		—		—		15,000		15,000		—		14.58
09/11/2020	Free shares		—		6,500		—		—		6,500		6,500		—		14.98
09/11/2020	Stock Options		—		45,000		—		—		45,000		45,000		—		14.36
10/14/2020	Free shares		—		423,285		—		6,535		416,750		416,750		—		22.45
11/05/2020	Stock Options		—		28,000		—		—		28,000		28,000		—		14.62
11/05/2020	Free shares		—		16,600		—		—		16,600		16,600		—		14.76
12/16/2020	Free shares		—		7,300		—		—		7,300		7,300		—		23.75
	Total		10,658,309		1,070,685		313,755		399,707		11,015,532		11,015,532		8,901,623

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

•

In 2020, our subsidiary Calyxt granted stock options, restricted stock unit and performance stock unit in Calyxt representing as of December 31, 2020 a 2.7% interest of that subsidiary if fully exercised to a group of its employees, directors, executive officers and consultants. The compensation expense for 2020 amounted to $6.7 million (see Note 16).

•

In 2019, our subsidiary Calyxt granted stock options, restricted stock unit and performance stock unit in Calyxt representing as of December 31, 2019 a 6.1% interest of that subsidiary if fully exercised to a group of its employees, directors, executive officers and consultants. The compensation expense for 2019 amounted to $4.4 million (see Note 16).

•

In 2018, our subsidiary Calyxt granted stock options and restricted stock unit in Calyxt representing as of December 31, 2018 a 3.1% interest of that subsidiary if full

exercised to a group of its employees, directors, executive officers and consultants. The compensation expense for 2018 amounted to $3.3 million (see Note 16).

15.3

Non-controlling

interests

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. On May 22, 2018, Calyxt completed a

follow-on

offering of its common stock. Calyxt sold an aggregate of 4,057,500 shares of common stock at a price of $15.00 per share. In the aggregate, Calyxt received net proceeds of approximately $57.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses totaling approximately $0.7 million. As part of the

follow-on

SEC-registered,

As of December 31, 2020,

non-controlling

interests represent 35.3% of Calyxt shares.

The following table summarizes the information relating to each of our subsidiaries that reported

non-controlling

interest (“NCI”):


	CALYXT
	2019			2020
	$ in thousands
Revenue		7,294			22,892
Net Profit (Loss)		(40,142	)		(43,902	)

Net Profit (Loss) attributable to NCI		(13,121	)		(16,409	)

Other comprehensive income		(1,237	)		(1,196	)
Total comprehensive income		(41,378	)		(45,098	)

Total comprehensive income attributable to NCI		(12,856	)		(15,942	)

Current assets		63,528			39,590
Non-current assets		22,518			23,737
Current liabilities		6,642			6,945
Non-current liabilities		15,121			19,507

Net assets		64,283			36,875

Net assets attributable to NCI		19,973			13,035

Share-based payments

12 Months Ended

Dec. 31, 2020

Share-based payments

Note 16. Share-based payments

16.1 Detail of Cellectis equity awards

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 during their useful life.

For stock options and warrants, we estimate the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility based on Cellectis historical closing share prices over the expected term period. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. The risk-free interest rate for periods during the expected term of the options is based on the French government securities with maturities similar to the expected term of the options in effect at the time of grant. 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. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over four years after the date of grant. Options generally expire within ten years after the date of grant.

Stock Options

The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018	2019	2020
Weighted-Average fair values of stock options granted	8.84€	10.19€	7.40€
Assumptions:
Risk-free interest rate	0.13% - 0.21%	-0.38% - 0.09%	0.00%
Share entitlement per options	1	1	1
Exercise price	18.37€ - 24.80€	11.06€ - 18.25€	8.27€ - 15.84€
Grant date share fair value	16€ - 17.78€	11.32€ - 17.80€	9.14€ - 15.76€
Expected volatility	63.3% - 63.4%	63.8% - 66.6%	61.3% - 62.8%
Expected term (in years)	6.25	6.15 - 6.25	6.15
Vesting conditions	Service	Service	Service
Vesting period	Graded	Graded	Graded

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share			Options Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		5,644,044		27.47	€		8,978,106			25.36	€		7.3y
Granted		—		—	€		1,650,800			17.90	€
Exercised		—		—	€		0			0.00	€
Forfeited or Expired		—		—	€		(956,524	)		24.01	€
Balance as of December 31, 2019		6,922,172		26.30	€		9,672,382			24.22	€		6.8y
Granted		—		—	€		479,000			12.54	€
Exercised		—		—	€		(291,053	)		17.86	€
Forfeited or Expired		—		—	€		(373,672	)		20.61	€
Balance as of December 31, 2020		8,002,398		25.28	€		9,486,657			23.97	€		5.9y

Share-based compensation expense related to stock option awards was $8.9 million in 2020, $13.4 million in 2019, and $26.0 million in 2018.

Warrants

The weighted-average fair values of warrants granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2016	2017
Weighted-Average fair values of warrants granted	9.33€	13.20€
Assumptions:
Risk-free interest rate	0.00% - 0.04%	0.12%
Share entitlement per options	1	1
Exercise price	18.68€ - 27.37€	24.34€

Grant date share fair value	16.42€ - 22.48€	24.95€

Expected volatility	62.8% - 63.1%	64.7%
Expected term (in years)	6	6
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Information on warrants activity follows:


	Warrants Exercisable		Weighted- Average Exercise Price Per Share			Warrants Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		687,252		27.74	€		918,927			26.74	€		7.2y
Granted		—		—			—			—
Exercised		—		—			—			—
Forfeited or Expired		—		—			—			—

Balance as of December 31, 2019		852,260		35.35	€		918,927			35.12	€		6.9y
Granted		—		—			—			—
Exercised		—		—			(19,702	)		8.28	€
Forfeited or Expired		—		—			—			—

Balance as of December 31, 2020		899,225		27.15	€		899,225			27.15	€		5.3y

Share-based compensation expense related to warrants awards was $0.3 million in 2020, $0.9 million in 2019, and $2.3 million in 2018.

Free shares

The free shares granted prior to 2018 are subject to a

two-year

vesting period for French employees and four years for foreign citizens. The free shares granted in 2018 and after are subject to a

one-year

vesting period for French employees and

two-years

for foreign citizens.

Information on free shares activity follows:


	Number of Free shares Outstanding			Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2018		71,600			27.37	€
Granted		57,000			13.04	€
Vested		(35,600	)		25.74	€
Cancelled		(26,000	)		21.65	€

Unvested balance at December 31, 2019		67,000			13.98	€
Granted (1)		591,685			20.10	€
Vested		(3,000	)		23.84	€
Cancelled		(26,035	)		16.45	€

Unvested balance at December 31, 2020		629,650			19.59	€

(1)

423,285

free shares have been granted in October 2020 under the 2018 Stock Option Plan and are under non-market performance vesting condition

and with a minimum vesting period of two to three years. These free shares have been granted to a large number of our employees. 6,535 of

hese shares were

voided as of December 31, 2020.

The fair value of free shares corresponds to the grant date share fair value.

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

in determining fair value.

Share-based compensation expense related to free shares awards was $0.9 million in 2020, $0.7 million in 2019, and $0.2 million in 2018.

16.2 Detail of Calyxt equity awards

Stock Options

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018	2019	2020
Weighted-Average fair values of stock options granted	$9.09	$10.18	$3.24
Assumptions:
Risk-free interest rate	2.2% - 3%	1.7% - 2.5%	0.3% - 1.7%
Share entitlement per options	1	1	1
Exercise price	$14.24 - $23.39	$4.05 - $15.39	$3.22 - $7.30
Grant date share fair value	$14.24 - $23.39	$4.05 - $15.39	$3.22 - $7.30
Expected volatility	40.9% - 57.2%	52.6% - 78.9%	77.4% - 81.2%
Expected term (in years)	5.6 - 10.0	6.8 -10.0	6.0 - 10.0
Vesting conditions	Service	Service	Service
Vesting period	Graded	Graded	Graded

Calyxt estimates the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires Calyxt to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. Calyxt estimates its future stock price volatility using the historical volatility of comparable public companies over the expected term of the option.

Calyxt’s expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method.

The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury

zero-coupon

yield curve in effect at the time of grant.

Calyxt has not paid and does not expect to pay dividends for the foreseeable future.

Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over

six

years after the date of grant. Options generally expire within

ten

years after the date of grant. Certain awards granted before Calyxt’s IPO contained accelerated vesting provisions if certain events occurred as defined in the option agreement.

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share		Options Outstanding			Weighted- Average Exercise Price Per Share		Remaining Average Useful Life
Balance as of December 31, 2018		1,278,038	$	7.45		3,201,887		$	10.67		8.2y
Granted		—		—		1,590,000		$	13.80
Exercised		—		—		(95,327	)	$	3.61
Forfeited or Expired		—		—		(227,696	)	$	14.68
Other activity						12,495		$	13.29

Balance as of December 31, 2019		1,789,567	$	8.73		4,481,359		$	11.73		6.8y
Granted		—		—		887,765		$	4.67
Exercised		—		—		(58,575	)	$	3.60
Forfeited or Expired		—		—		(689,376	)	$	12.89
Balance as of December 31, 2020		2,347,665	$	10.15		4,621,173		$	10.30		6.2y

Stock-based compensation expense related to stock option awards was $4.0 million in 2020, $6.8 million in 2019 and $3.2 million in 2018. The options granted under the plans were originally only exercisable upon a triggering event or initial public offering as defined by the plans.

Restricted Stock Units

Units settled in stock subject to a restricted period may be granted to key employees under the 2017 Omnibus Plan. Restricted stock units generally vest and become unrestricted over five years after the date of grant.

Information on restricted stock unit activity follows:


	Number of Restricted Stock Units Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2018		1,051,414		$	14.11
Granted		100,000		$	12.48
Vested		(324,043	)	$	9.69
Cancelled		(13,845	)	$	12.72

Unvested balance at December 31, 2019		813,526		$	10.31
Granted		105,633		$	6.54
Vested		(309,693	)	$	10.08
Cancelled		(61,659	)	$	10.80

Unvested balance at December 31, 2020		547,807		$	9.49

The fair value of restricted stock units corresponds to the grant date share fair value.

Calyxt has not paid and does not expect to pay dividends for the foreseeable future.

Share-based compensation expense related to restricted stock units awards was $2.3 million in 2020, $4.9 million in 2019 and $5.5 million in 2018.

Performance Stock Unit

In June 2019, Calyxt granted performance stock units, which carry a market condition based on Calyxt share price. These awards contain a continuous service period of three years, the performance period, from the date of grant, followed by a restricted period of two years if the shares are issued following the performance period during which the grantee is required to provide continuous service and the awarded shares must be held by the grantee until the end of the period. The number of shares of common stock delivered following the performance period depends upon the change in Calyxt share price during the performance period. Calyxt granted a targeted 311,667 performance stock units, the performance criteria allow for the actual payout to be between zero and 120 percent of target. The fair value of the performance stock units and the assumptions used for the Monte Carlo simulation were as follows:


Date of grant	06/28/2019
Estimated fair values of performance stock units granted	$	7.06
Assumptions:
Risk-free interest rate		1.71	%
Expected volatility		75.0	%
Expected term (in years)		3.0 years

Information on performance stock unit activity follows:


	Number of Performance Stock Units Outstanding		Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2019		311,667	$	7.06
Granted		—		—
Vested		—		—
Cancelled		—		—

Unvested balance at December 31, 2020		311,667	$	7.06

Share-based compensation expense related to performance stock unit awards was $0.4 million in 2020 and $0.2 million in 2019.

Earnings per share

12 Months Ended

Dec. 31, 2020

Earnings per share

Note 17. 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,
	2018			2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(78,693	)		(102,091	)		(81,074	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		40,774,197			42,442,136			42,503,447
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.93	)		(2.41	)		(1.91	)
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.93	)		(2.41	)		(1.91	)

Provisions

12 Months Ended

Dec. 31, 2020

Provisions

Note 18. Provisions

Accounting policy

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

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

Provisions for retirement and other benefits

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

The method consists in measuring the obligation based on a projected

end-of-career

salary and vested rights at the measurement date.

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


	01/01/2019 as restated		Reclassification		Additions		Amounts used during the period			Reversals			OCI			12/31/2019
	$ in thousands
Pension		2,278		—		314		—			—			263			2,855
Loss on contract		—		1,043		690		(1,461	)		—			—			272
Employee litigation and severance		41		—		715		(43	)		(75	)		1			639
Commercial litigation		850		—		2,604		(595	)		(17	)		(11	)		2,832

Total		3,169		1,043		4,323		(2,099	)		(92	)		253			6,598

Non-current provisions		2,278				314		—			—			263			2,855
Current provisions		891		1,043		4,009		(2,099	)		(92	)		(10	)		3,743


	01/01/2020		Additions		Amounts used during the period			Reversals			OCI		12/31/2020
Pension		2,855		410		—			—			745		4,010
Loss on contract		272		—		(272	)		—			—		—
Employee litigation and severance		639		229		(308	)		(49	)		49		560
Commercial litigation		2,832		329		(1,692	)		(985	)		86		571

Total		6,598		968		(2,272	)		(1,034	)		881		5,141

Non-current provisions		2,855		410		—			—			745		4,010
Current provisions		3,743		558		(2,272	)		(1,034	)		136		1,131

As of January 1, 2019, Montvale, New Jersey facility lease agreement provision for loss on contract was scoped under IFRS 16 and classified as lease debts. During the period, the agreement has been discontinued which changed its treatment placing it outside the scope of IFRS 16 and resulting in the reclassification to “loss on contract” presented above.

During the year ended December 31, 2020, additions mainly relate to (i) commercial litigation for $0.3 million, (ii) employee litigation for $0.2 million and (ii) pension service cost of the period for $0.4 million. The amounts used and reversed during the period mainly relate to (i) fee payments in connection with the Montvale, New Jersey facility discontinuation, for $0.3 million, (ii) the settlement of employee litigation for $0.3 million and (iii) the settlement of a commercial litigation (for $2.7 million, of which $1.7 million was paid).

During the year ended December 31, 2019, additions mainly relate to (i) the discontinuation of the lease for a

non-operational

facility in Montvale, New Jersey for $0.7 million, (ii) employee litigation for $0.7 million, (iii) operating charges relating to discussions with suppliers for $2.6 million and (iv) pension service cost of the period for $0.3 million. The amounts used during the period and the associated accrual reversals mainly relate to (i) payments in connection with the Montvale, New Jersey facility discontinuation, (ii) commercial litigation following the positive conclusion of discussions with a supplier, (iii) employee litigation following a settlement.

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, 2018, 2019 and 2020 amounted to $1.5 million, $1.1 million and $1.5 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 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:


	2018	2019	2020
% social security contributions	45.00%	45.00%	45.00%
Salary increases	3.50%	3.50%	3.50%
Discount rate	1.75%	1.00%	0.68%
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, 2018		(2,194	)

Current service cost		(276	)
Interest cost		(38	)
Benefit paid		54
Actuarial gains and losses		70
Reclassification/CTA		105
As of December 31, 2018		(2,278	)

Current service cost		(275	)
Interest cost		(39	)
Benefit paid
Actuarial gains and losses		(303	)
Reclassification/CTA		40
As of December 31, 2019		(2,855	)

Current service cost		(381	)
Interest cost		(29	)
Benefit paid
Actuarial gains and losses		(411	)
Reclassification/CTA		(334	)
As of December 31, 2020		(4,010	)

United States of America

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

Commitments

12 Months Ended

Dec. 31, 2020

Commitments

Note 19. 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. Thy do not include obligations under agreements that we can cancel without a significant penalty.

Details of commitments


As of December 31, 2020	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
License agreements		19,110		1,530		3,060		3,060		11,460
Manufacturing agreements		942		942		—		—		—
Clinical & R&D agreements		1,353		946		408		—		—
Construction agreements		9,272		9,272		—		—		—
Other agreements		21,704		21,631		72		—		—

Total commitments		52,381		34,321		3,540		3,060		11,460

Obligations under the terms of lease agreement

Almost all of our lease agreement are accounted for under IFRS 16 and thereby are presented in the statement of consolidated financial position. The commitments related to operating leases exempted from IFRS 16 application are immaterial.

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.

Obligations under the terms of Clinical & Research agreements

We have entered into clinical and research agreements where we are obligated to pay for services to be provided in the next years regarding our research collaboration agreements, clinical trials and translational research projects.

Obligations under the terms of Construction agreements

We have entered into a construction agreement regarding our manufacturing facility based in Raleigh, North Carolina, where we committed to pay for construction work.

Obligations under the terms of other agreements

Calyxt enters into seed and grain production agreements (Forward Purchase Contracts) with seed producers and growers. Calyxt announced in December 2020 that Archer Daniels Midland has committed to purchase over four million bushels of Calyxt’s grain, which includes all the 2020 soybean crop, which Calyxt will purchase from growers between January 1, 2021 and August 31, 2021. Calyxt expects to sell that grain throughout 2021 and no later than December 31, 2021. Calyxt expects to sell the remaining grain to Archer Daniels Midland at market prices, and as a result, Calyxt will continue to hedge fixed price grain inventories and fixed price Forward Purchase Contracts to mitigate the risk changing market prices may have on Calyxt’s margins.

The seed contracts often require Calyxt to pay prices for the seed produced at an exchange-traded price of grain plus a premium with the seed grower having the option to fix their price with Calyxt throughout the term of the agreement.

The grower contracts are linked to a commodity futures market prices with the grain grower having the option to fix their price with Calyxt throughout the term of the agreement. The grain grower contracts allow for delivery of grain to Calyxt at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that Calyxt elects through August 31 of the following year.

In all periods presented, we considered Forward Purchase Contracts as normal purchases and not derivatives. Any

mark-to-market

gains or losses associated with those contracts were reflected in inventory upon our purchase of the underlying grain

Related parties

12 Months Ended

Dec. 31, 2020

Related parties

Note 20. Related parties

Key management personnel remuneration

Key management personnel include members of the Board of Directors and the CODM as of December 31, 2020, as described in Note 3.5.

Short-term employee benefits paid to key management personnel totaled to $4.4 million in the fiscal year 2018, $5.2 million in the fiscal year 2019 and $6.3 million in the fiscal year 2020.

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 380,100 securities in share-based remuneration (free shares and stock options) over the year ended December 31, 2020. The associated

non-cash

stock-based compensation expense of $0.7 million was recognized for 2020.

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, 2018, 2019 and 2020 amounted to $70 thousand, $71 thousand and $58 thousand respectively. No balances were outstanding at the end of each fiscal year. As of December 31, 2020, Mr. Godard held 220,175

non-employee

warrants that could be exercised to obtain 50,000 shares at a strike price of €38.45, 50,000 shares at a strike price of €28.01 for 50,000 warrants, 40,175 shares at a strike price of €27.37 for 40,175 warrants, 40,000 shares at a strike price of €18.68 for 40,000 warrants and 40,000 shares at a strike price of €24.34 for 40,000 warrants.

Subsequent events

12 Months Ended

Dec. 31, 2020

Subsequent events

Note 21. Subsequent events

On February 16, 2021, Cytovia Therapeutics, Inc., a biopharmaceutical company developing allogeneic

“off-the-shelf”

gene-edited Natural Killer (NK) and Chimeric Antigen Receptor

(CAR)-NK

cells derived from induced pluripotent stem cells (iPSCs), and Cellectis announced that they have entered into a strategic research and development collaboration to develop TALEN

gene-edited iPSC NK and

CAR-NK

cells. The financial terms of the partnership include up to $760 million of development, regulatory, and sales milestones from Cytovia to Cellectis for the first 5 TALEN

gene-edited iPSC-derived NK products (“partnership products”). Cellectis will also receive single-digit royalty payments on the net sales of all partnered products commercialized by Cytovia. Cellectis will receive an equity stake of $15 million in Cytovia stock or an upfront cash payment of $15 million if certain conditions are not met by December 31, 2021, as well as an option to invest in future financing rounds.

On February 19, 2021 Yves Ribeill, Ph.D., Chair of the Board of Directors of Calyxt, Inc., was appointed as the Executive Chair of the Board of Directors and in that capacity, will serve as Calyxt’s principal executive officer until the appointment of a successor to James Blome, Calyxt’s former Chief Executive Officer. Mr. Blome is entitled to compensation and benefits as part of this termination without cause, and in the first quarter of 2021 Calyxt expect to record up to $2.3 million of cash expense for separation-related payments as well as an additional

non-cash

charge of $0.1 million from the acceleration of expense recognition of

sign-on

bonus paid to Mr. Blome in a prior period. The cash payments to Mr. Blome will be made over a period of 24 months from the date his separation agreement is executed. As of the date of this Annual Report, that has not occurred, however, Calyxt expect

it to be completed within its required execution period, which is by March 12, 2021. We also expect to record a benefit to earnings from a $2.5 million recapture of

non-cash

stock compensation expense from forfeitures of Mr. Blome’s unvested stock awards.

Accounting principles (Policies)

12 Months Ended

Dec. 31, 2020

Currency of the financial statements

Basis for preparation

2.1 Basis for preparation

The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2020 were approved by our Board of Directors on March 4, 2021.

Our Consolidated Financial Statements are presented in U.S. dollars. See Note 2.3.

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

Application of new or amended standards or new amendments

The following pronouncements and related amendments have been adopted by us from January 1, 2020 but had no significant impact on the Consolidated Financial Statements:

•

Amendments to References to the Conceptual Framework in IFRS Standards (Effective for the accounting periods as of January 1, 2020)

•

Amendment to IFRS 3 “Business Combinations” (Effective for the accounting periods as of January 1, 2020)

•

On May 28, 2020, the IASB issued

“Covid-19-Related

Covid-19

and meet certain conditions. The impact of the application of this amendment was immaterial.

Standards, interpretations and amendments issued but not yet effective

•

IFRS 17 “Insurance Contracts” (Effective for accounting periods beginning after January 1, 2023 and not yet adopted by the European Union)

•

Amendments to IAS 37 – Onerous Contracts: Cost of Fulfilling a Contract (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IAS 37 – Onerous Contracts: Cost of Fulfilling a Contract (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IAS 16 – Property, Plant and Equipment: Proceeds before Intended Use (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IFRS 3 – Reference to the Conceptual Framework (Effective for the accounting periods as of January 1, 2022)

•

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2 (Effective for the accounting periods as of January 1, 2021)

IFRS16 application

2.2 IFRS16 application

Since January 1, 2019, Cellectis has applied the new standard IFRS 16 “Leases”.

Under this standard, a financial asset and a financial liability are recognized for Group leases that meet the standard’s criteria.

The Group uses the two capitalization exemptions provided by the standard:

•

lease contracts with a duration of less than 12 months; and

•

lease contracts for which the underlying asset has a low value, which has been defined by the Group to be below $5,000.

The Group has also applied the following practical expedients at the transition date:

•

exclusion of initial direct costs from the measurement of the

right-of-use

asset at the date of initial application;

•

accounting for leases for which the lease term ends within 12 months of the date of initial application as short-term leases i.e. accounting for leases expenses in Profit and loss account; and

•

the carrying amount of the

right-of-use

asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before the date measured applying IAS 17.

The following discount rates have been applied:

•

The main changes introduced by IFRS 16 are the following:

Capitalization of the

right-of-use

assets for real-estate lease contracts:

For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used.

The discount rate used to calculate the lease debt has been determined, for each portfolio of assets, according to the incremental borrowing rate at the transition date.

right-of-use

asset is adjusted for the amount of the net deferred losses recognized in the statement of financial position immediately before the date of initial application, which was $1.8 million.

Accounting for the other assets leases:

The main lease contracts identified correspond to office and laboratory equipment.

2.3 Currency of the financial statements

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro.

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

Basis of consolidation

2.4 Basis of consolidation

Going concern

Accounting policy

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

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

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

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

Consolidated entities

follow-on

SEC-registered,

Non-controlling

interests

Non-controlling

shareholders hold a 35.3% interest in Calyxt as of December 31, 2020 and a 31.1% interest in Calyxt Inc as of December 31, 2019. These

non-controlling

interests were generated during the initial public offering of Calyxt and the

follow-on

offerings as described above, as well as through vesting and exercises of equity awards.

Foreign currency

2.5 Foreign currency

Foreign currency transactions and balances

non-significant

transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date.

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

Foreign currency translation

Gains and losses arising from currency translation are recognized in other comprehensive loss.

Consolidated financial statements are then converted into dollars using the method described in Note 2.3.

•

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

2.6 Use of judgment, estimates and assumptions

The Group’s exposure to risks and uncertainties is disclosed in Note 8.3: Financial instruments risk management and policies.

Estimates and assumptions

•

Revenue recognition – Note 3.1

•

Share-based payments – Note 16

•

Provisions for risks and charges – Note 18

•

Right-of-use

assets – Note 6

Information concerning the Group's Consolidated Operations (Tables)

12 Months Ended

Dec. 31, 2020

Revenues By Country of Origin 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

Revenues by Nature

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

Details of Operating Expenses by Nature

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 stock based compensation expense		(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 stock based compensation expense		(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 stock based compensation expense		(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.

Details of Financial Income and Expenses

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	)

Disclosure of Income Tax (Expense or Income)

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	%

Disclosure of Deferred Tax Assets and Liabilities

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	)

Summary of Key Performance Indicators by Reportable Segments

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
( $ in thousands )	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
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 stock-based expense attributable to shareholder of Cellectis		838			16,852			17,689			1,619			10,010			11,629			801			6,790			7,591
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		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

Intangible assets (Tables)

12 Months Ended

Dec. 31, 2020

Details Information About Intangible Assets

Details of intangible assets


$ in thousands	Software and Patents			Assets under construction			Total
Net book value as of January 1, 2018		811			619			1,431

Additions to intangible assets		14			103			117
Disposal of intangible assets		(7	)		—			(7	)
Reclassification		6			—			6
Depreciation expense		(217	)		—			(217	)
Translation adjustments		(30	)		(31	)		(61	)

Net book value as of December 31, 2018		577			691			1,268

Gross value at end of period		2,454			691			3,146
Accumulated depreciation and impairment at end of period		(1,878	)		—			(1,878	)
Net book value as of January 1, 2019		577			691			1,268

Additions to intangible assets		84			(2	)		82
Disposal of intangible assets		(50	)		—			(50	)
Reclassification		6			—			6
Depreciation expense		(174	)		—			(174	)
Translation adjustments		(12	)		(12	)		(24	)

Net book value as of December 31, 2019		431			677			1,108

Gross value at end of period		2,448			677			3,125
Accumulated depreciation and impairment at end of period		(2,017	)		—			(2,017	)
Net book value as of January 1, 2020		431			677			1,108

Additions to intangible assets		558			(41	)		517
Disposal of intangible assets		—			—			—
Reclassification		76			—			76
Depreciation expense		(206	)		—			(206	)
Translation adjustments		30			59			89

Net book value as of December 31, 2020		889			695			1,584

Gross value at end of period		3,309			695			4,004
Accumulated depreciation and impairment at end of period		(2,419	)		—			(2,419	)

Right-of-use assets (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Detailed Information About Breakdown Of Right Of Use Assets Explanatory

The breakdown of

right-of-use

assets is as follows:


	Building lease			Office and laboratory equipment			Total
	$ in thousands
Net book value as of January 1, 2019		36,061			1,508			37,569

Additions		11,357			1,516			12,873
Depreciation expense		(4,058	)		(520	)		(4,578	)
Translation adjustments		(248	)		(4	)		(252	)

Net book value as of December 31, 2019		43,112			2,500			45,612

Gross value at end of period		47,175			3,153			50,328
Accumulated depreciation at end of period		(4,063	)		(653	)		(4,716	)
Net book value as of January 1, 2020		43,112			2,500			45,612

Additions		24,719			8,369			33,088
Depreciation expense		(4,904	)		(1,568	)		(6,472	)
Translation adjustments		1,699			(82	)		1,617

Net book value as of December 31, 2020		64,626			9,219			73,845

Gross value at end of period		73,878			11,511			85,389
Accumulated depreciation at end of period		(9,252	)		(2,292	)		(11,544	)

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Property Plant and Equipment Estimated Useful Lives

The estimated useful lives are as follows:

•

Buildings and other outside

improvements 10-20

years

•

Leasehold

improvements 5-10

years

•

Office furniture 10 years

•

Laboratory

equipment 3-10

years

•

Office equipment 5 years

•

IT equipment 3 years

Details of Property, Plant and Equipment

Details of property, plant and equipment


	Lands and Buildings			Technical equipment			Fixtures, fittings and other equipment			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2018		3,159			2,505			753			809			7,226

Additions to tangible assets		879			1,622			1,820			1,942			6,263
Disposal of tangible assets		—			(49	)		(690	)		(426	)		(1,164	)
Reclassification		39			216			793			(1,053	)		(6	)
Depreciation expense		(758	)		(854	)		(478	)		—			(2,091	)
Translation adjustments		(90	)		(46	)		(27	)		(25	)		(188	)

Net book value as of December 31, 2018		3,229			3,393			2,172			1,247			10,041

Gross value at end of period		7,604			13,297			3,215			2,045			26,160
Accumulated depreciation and impairment at end of period		(4,375	)		(9,903	)		(1,043	)		(798	)		(16,119	)
Net book value as of January 1, 2019		3,229			2,084			2,172			1,247			8,732

Additions to tangible assets		318			374			329			16,563			17,584
Disposal of tangible assets		—			(10	)		(1	)		(419	)		(430	)
Reclassification		15			1,974			630			(2,624	)		(5	)
Depreciation expense		(192	)		(1,247	)		(684	)		—			(2,123	)
Translation adjustments		(40	)		(15	)		(11	)		20			(46	)

Net book value as of December 31, 2019		3,330			3,160			2,435			14,787			23,712

Gross value at end of period		7,833			13,962			4,149			15,585			41,529
Accumulated depreciation and impairment at end of period		(4,503	)		(10,802	)		(1,714	)		(798	)		(17,817	)
Net book value as of January 1, 2020		3,330			3,160			2,435			14,787			23,712

Additions to tangible assets		5,248			2,034			854			41,946			50,082
Disposal of tangible assets		4			(122	)		—			—			(118	)
Reclassification		8,258			692			670			(9,696	)		(76	)
Depreciation expense		(817	)		(1,464	)		(861	)		—			(3,141	)
Translation adjustments		742			136			73			264			1,215

Net book value as of December 31, 2020		16,765			4,436			3,171			47,301			71,673

Gross value at end of period		22,518			17,381			5,843			47,301			93,043
Accumulated depreciation and impairment at end of period		(5,752	)		(12,946	)		(2,672	)		(0	)		(21,370	)

Financial assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Financial Assets and Liabilities

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


	Accounting category				Book value on the statement of financial position		Fair Value
2019	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		5,517		5,517		5,517
Trade receivables		—		2,959		2,959		2,959
Subsidies receivables		—		9,140		9,140		9,140
Current financial assets		—		20,385		20,385		20,385
Cash and cash equivalents		340,522		—		340,522		340,522

Total financial assets		340,522		38,001		378,523		378,523

Financial liabilities
Non-current financial liabilities		—		46,540		46,540		46,540
Lease debts		—		1,067		1,067		1,067
Trade payables		—		29,264		29,264		29,264
Other current liabilities		—		8,497		8,497		8,497

Total financial liabilities		—		85,368		85,368		85,368


	Accounting category				Book value on the statement of financial position		Fair Value
2020	Fair value through profit and loss		Amortized cost		Book value on the statement of financial position		Fair Value
	$ in thousands
Financial assets
Non-current financial assets		—		7,007		7,007		7,007
Trade receivables		—		5,171		5,171		5,171
Subsidies receivables		—		10,703		10,703		10,703
Current financial assets		—		27,091		27,091		27,091
Cash and cash equivalents		241,148		—		241,148		241,148

Total financial assets		241,148		49,972		291,120		291,120

Financial liabilities
Non-current lease debts		—		75,764		75,764		75,764
Other non-current financial liabilities		—		28,836		28,836		28,836
Current lease debts		—		6,696		6,696		6,696
Trade payables		—		24,609		24,609		24,609
Other current liabilities		—		19,127		19,127		19,127

Total financial liabilities		—		155,032		155,032		155,032

Trade receivables and other current assets (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure of Trade Receivables

10.1 Trade receivables


	As of December 31,			As of December 31,
	2019			2020
	$ in thousands
Trade receivables		3,513			5,787
Valuation allowance		(554	)		(616	)

Total net value of trade receivables		2,959			5,171

Disclosure of Subsidies Receivables

10.2 Subsidies receivables


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
Research tax credit		9,140		10,703

Total subsidies receivables		9,140		10,703

Disclosure of Other Current Assets

10.3 Other current assets


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
VAT receivables		3,044		3,093
Prepaid expenses and other prepayments		11,829		14,113
Tax and social receivables		150		227
Deferred expenses and other current assets		594		12,210

Total other current assets		15,617		29,643

Current financial assets and Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Current Financial Assets and Cash and Cash Equivalents


As of December 31, 2019	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		20,385		—		20,385
Cash and cash equivalents		340,522		—		340,522

Current financial assets and cash and cash equivalents		360,907		—		360,907


As of December 31, 2020	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		27,091		—		27,091
Cash and cash equivalents		241,148		—		241,148

Current financial assets and cash and cash equivalents		268,239		—		268,239

Details of Cash and Cash Equivalents

Details of cash and cash equivalents


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
Cash and bank accounts		270,630		164,586
Money market funds		13,722		13,977
Fixed bank deposits		56,170		62,585

Total cash and cash equivalents		340,522		241,148

Financial liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Detail of financial liabilities

12.1 Detail of financial liabilities


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
Lease debts		46,540		75,764
State Guaranteed loan « PGE »		—		22,701
PPP loan				1,518
Other non-current financial liabilities		—		4,617

Total non-current financial liabilities		46,540		104,600

Lease debts		1,067		6,696

Total current financial liabilities		1,067		6,696

Trade payables		29,264		24,609
Other current liabilities		8,497		19,127

Total Financial liabilities		85,368		155,032

Due dates of the financial liabilities

12.2 Due dates of the financial liabilities


Balance as of December 31, 2020	Book Value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		82,460		6,696		30,706		45,058
Other financial liabilities		28,836		78		24,698		4,061

Financial liabilities		111,296		6,774		55,404		49,118

Trade payables		24,609		24,609		—		—
Other current liabilities		19,127		19,127		—		—

Total financial liabilities		155,032		50,510		54,404		49,118

Other current liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Other Current Liabilities


	As of December 31,		As of December 31,
	2019		2020
	$ in thousands
VAT Payables		130		81
Accruals for personnel related expenses		7,295		13,235
Other		1,072		6,077

Total		8,497		19,393

Deferred revenues and contract liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Details of Deferred Revenues and Contract Liabilities

Details of deferred revenues and deferred income


	As of December 31, 2019		As of December 31, 2020
	$ in thousands
Deferred revenues and contract liabilities		20,033		452
Others		—		—

Total Deferred revenue and contract liabilities		20,033		452

Capital (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Classes of Share Capital


Nature of the Transactions	Share Capital		Share premium			Number of shares		Nominal value
	$ in thousands							in $
Balance as of January 1, 2018		2,367		614,037			35,960,062		0.05
Capital Increase		379		178,230			6,146,000		—
Exercise of share warrants, employee warrants and stock options		19		7,751			324,007		—
Non-cash stock based compensation expense		—		28,507			—		—

Balance as of December 31, 2018		2,765		828,525			42,430,069		0.05

Capital Increase		2		—			35,600		—
Exercise of share warrants, employee warrants and stock options		—		—			—		—
Non-cash stock based compensation expense		—		14,951			—		—
Other movements		—		2			—

Balance as of December 31, 2019		2,767		843,478			42,465,669		0.05

Exercise of share warrants, employee warrants and stock options		18		6,101			314,517		—
Non-cash stock based compensation expense		—		14,365			—		—
Other movements		—		(32	)		—

Balance as of December 31, 2020		2,785		863,912			42,780,186		0.05

Schedule of Share Warrants and Non-employee Warrants


Date	Type	Number of warrants/shares oustanding as of 01/01/2020		Number of warrants/shares granted		Number of warrants/shares vested/exercised		Number of warrants/shares voided		Number of warrants/shares oustanding as of 12/31/2020		Maximum of shares to be issued		Number of warrants/shares exercisable as of 12/31/2020		Strike price per share in euros
07/27/2010	BSPCE		19,702		—		19,702		—		—		—		—		7.97
03/24/2015	Stock Options		1,612,994		—		—		21,391		1,591,603		1,591,603		1,591,603		38.45
03/27/2015	BSA		130,000		—		—		—		130,000		130,000		130,000		38.45
05/18/2015	BSA		50,000		—		—		—		50,000		50,000		50,000		29.58
09/08/2015	BSA		224,200		—		—		—		224,200		224,200		224,200		28.01
09/08/2015	Stock Options		1,623,200		—		—		24,500		1,598,700		1,598,700		1,598,700		27.55
03/14/2016	BSA		147,025		—		—				147,025		147,025		147,025		27.37
03/14/2016	Stock Options		1,652,595		—		2,354		13,536		1,636,705		1,636,705		1,636,705		22.44
10/28/2016	BSA		148,000		—		—				148,000		148,000		148,000		18.68
10/28/2016	Stock Options		2,178,893				238,660		21,599		1,918,634		1,918,634		1,918,634		17.90
10/11/2017	BSA		200,000		—		—		—		200,000		200,000		200,000		24.34
10/11/2017	Stock Options		960,000		—		1,000		35,000		924,000		924,000		707,722		22.57
10/08/2018	Free shares		3,000		—		3,000		—		—		—		—		23.84
10/08/2018	Stock Options		50,000		—		—		30,000		20,000		20,000		9,996		24.80
12/17/2018	Free shares		13,000		—		—		13,000		—		—		—		16.00
12/17/2018	Stock Options		40,000		—		—		40,000		—		—		—		18.37
03/07/2019	Free shares		2,500		—		—		—		2,500		2,500		—		16.00
04/24/2019	Stock Options		1,469,700		—		41,539		162,646		1,265,515		1,265,515		531,538		18.25
04/24/2019	Free shares		6,500		—		—		—		6,500		6,500		—		18.01
07/16/2019	Free shares		4,000		—		—		—		4,000		4,000		—		14.01
11/06/2019	Stock Options		55,000		—		—		25,000		30,000		30,000		7,500		11.06
11/06/2019	Free shares		21,500		—		—		6,500		15,000		15,000		—		11.32
11/18/2019	Stock Options		30,000		—		7,500		—		22,500		22,500		—		12.33
11/18/2019	Free shares		16,500		—		—		—		16,500		16,500		—		12.16
03/04/2020	Free shares		—		6,500		—		—		6,500		6,500		—		14.54
04/14/2020	Free shares		—		20,000		—		—		20,000		20,000		—		9.14
04/14/2020	Stock Options		—		160,000		—		—		160,000		160,000		—		8.27
06/19/2020	Free shares		—		16,500		—		—		16,500		16,500		—		14.76
06/19/2020	Stock Options		—		17,000		—		—		17,000		17,000		—		15.84
07/20/2020	Free shares		—		10,000		—		—		10,000		10,000		—		15.76
07/20/2020	Stock Options		—		17,000		—		—		17,000		17,000		—		15.12
08/05/2020	Free shares		—		70,000		—		—		70,000		70,000		—		14.00
08/05/2020	Stock Options		—		212,000		—		—		212,000		212,000		—		14.62
09/11/2020	Free shares		—		15,000		—		—		15,000		15,000		—		14.58
09/11/2020	Free shares		—		6,500		—		—		6,500		6,500		—		14.98
09/11/2020	Stock Options		—		45,000		—		—		45,000		45,000		—		14.36
10/14/2020	Free shares		—		423,285		—		6,535		416,750		416,750		—		22.45
11/05/2020	Stock Options		—		28,000		—		—		28,000		28,000		—		14.62
11/05/2020	Free shares		—		16,600		—		—		16,600		16,600		—		14.76
12/16/2020	Free shares		—		7,300		—		—		7,300		7,300		—		23.75
	Total		10,658,309		1,070,685		313,755		399,707		11,015,532		11,015,532		8,901,623

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

The following table summarizes the information relating to each of our subsidiaries that reported

non-controlling

interest (“NCI”):


	CALYXT
	2019			2020
	$ in thousands
Revenue		7,294			22,892
Net Profit (Loss)		(40,142	)		(43,902	)

Net Profit (Loss) attributable to NCI		(13,121	)		(16,409	)

Other comprehensive income		(1,237	)		(1,196	)
Total comprehensive income		(41,378	)		(45,098	)

Total comprehensive income attributable to NCI		(12,856	)		(15,942	)

Current assets		63,528			39,590
Non-current assets		22,518			23,737
Current liabilities		6,642			6,945
Non-current liabilities		15,121			19,507

Net assets		64,283			36,875

Net assets attributable to NCI		19,973			13,035

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value

Information on free shares activity follows:


	Number of Free shares Outstanding			Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2018		71,600			27.37	€
Granted		57,000			13.04	€
Vested		(35,600	)		25.74	€
Cancelled		(26,000	)		21.65	€

Unvested balance at December 31, 2019		67,000			13.98	€
Granted (1)		591,685			20.10	€
Vested		(3,000	)		23.84	€
Cancelled		(26,035	)		16.45	€

Unvested balance at December 31, 2020		629,650			19.59	€

(1)

423,285

free shares have been granted in October 2020 under the 2018 Stock Option Plan and are under non-market performance vesting condition

and with a minimum vesting period of two to three years. These free shares have been granted to a large number of our employees. 6,535 of

hese shares were

voided as of December 31, 2020.

Warrants [member]

Summary of assumptions Weighted-average Fair Values of Warrants Granted and Assumptions Used for Black-Scholes Option Pricing Model

Information on warrants activity follows:


	Warrants Exercisable		Weighted- Average Exercise Price Per Share			Warrants Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		687,252		27.74	€		918,927			26.74	€		7.2y
Granted		—		—			—			—
Exercised		—		—			—			—
Forfeited or Expired		—		—			—			—

Balance as of December 31, 2019		852,260		35.35	€		918,927			35.12	€		6.9y
Granted		—		—			—			—
Exercised		—		—			(19,702	)		8.28	€
Forfeited or Expired		—		—			—			—

Balance as of December 31, 2020		899,225		27.15	€		899,225			27.15	€		5.3y

The weighted-average fair values of warrants granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2016	2017

Weighted-Average fair values of warrants granted	9.33€	13.20€
Assumptions:
Risk-free interest rate	0.00% - 0.04%	0.12%
Share entitlement per options	1	1
Exercise price	18.68€ - 27.37€	24.34€

Grant date share fair value	16.42€ - 22.48€	24.95€

Expected volatility	62.8% - 63.1%	64.7%
Expected term (in years)	6	6
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Stock options [member]

Summary of assumptions Vesting Details

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share			Options Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		5,644,044		27.47	€		8,978,106			25.36	€		7.3y
Granted		—		—	€		1,650,800			17.90	€
Exercised		—		—	€		0			0.00	€
Forfeited or Expired		—		—	€		(956,524	)		24.01	€
Balance as of December 31, 2019		6,922,172		26.30	€		9,672,382			24.22	€		6.8y
Granted		—		—	€		479,000			12.54	€
Exercised		—		—	€		(291,053	)		17.86	€
Forfeited or Expired		—		—	€		(373,672	)		20.61	€
Balance as of December 31, 2020		8,002,398		25.28	€		9,486,657			23.97	€		5.9y

The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018		2019		2020

Weighted-Average fair values of stock options granted		8.84€		10.19€	7.40€
Assumptions:
Risk-free interest rate		0.13% - 0.21%		-0.38% - 0.09%	0.00%
Share entitlement per options		1		1	1
Exercise price		18.37€ - 24.80€		11.06€ - 18.25€	8.27€ - 15.84€
Grant date share fair value		16€ - 17.78€		11.32€ - 17.80€	9.14€ - 15.76€
Expected volatility		63.3% - 63.4%		63.8% - 66.6%	61.3% - 62.8%
Expected term (in years)		6.25		6.15 - 6.25	6.15
Vesting conditions		Service		Service	Service
Vesting period		Graded		Graded	Graded

Stock options [member] | Calyxt Inc. [member]

Summary of assumptions Vesting Details

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share		Options Outstanding			Weighted- Average Exercise Price Per Share		Remaining Average Useful Life
Balance as of December 31, 2018		1,278,038	$	7.45		3,201,887		$	10.67		8.2y
Granted		—		—		1,590,000		$	13.80
Exercised		—		—		(95,327	)	$	3.61
Forfeited or Expired		—		—		(227,696	)	$	14.68
Other activity						12,495		$	13.29

Balance as of December 31, 2019		1,789,567	$	8.73		4,481,359		$	11.73		6.8y
Granted		—		—		887,765		$	4.67
Exercised		—		—		(58,575	)	$	3.60
Forfeited or Expired		—		—		(689,376	)	$	12.89

Balance as of December 31, 2020		2,347,665	$	10.15		4,621,173		$	10.30		7.3y

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018	2019	2020
Weighted-Average fair values of stock options granted	$9.09	$10.18	$3.24
Assumptions:
Risk-free interest rate	2.2% - 3%	1.7% - 2.5%	0.3% - 1.7%
Share entitlement per options	1	1	1
Exercise price	$14.24 - $23.39	$4.05 - $15.39	$3.22 - $7.30
Grant date share fair value	$14.24 - $23.39	$4.05 - $15.39	$3.22 - $7.30
Expected volatility	40.9% - 57.2%	52.6% - 78.9%	77.4% - 81.2%
Expected term (in years)	5.6 - 10.0	6.8 - 10.0	6.0 - 10.0
Vesting conditions	Service	Service	Service
Vesting period	Graded	Graded	Graded

Restricted Stock Unit [Member] | Calyxt Inc. [member]

Performance Stock Unit [Member] | Calyxt Inc. [member]

Information on restricted stock unit activity follows:


	Number of Restricted Stock Units Outstanding			Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2018		1,051,414		$	14.11
Granted		100,000		$	12.48
Vested		(324,043	)	$	9.69
Cancelled		(13,845	)	$	12.72

Unvested balance at December 31, 2019		813,526		$	10.31
Granted		105,633		$	6.54
Vested		(309,693	)	$	10.08
Cancelled		(61,659	)	$	10.80

Unvested balance at December 31, 2020		547,807		$	9.49

Summary of assumptions Detail Of Stock Unit Activity Performance Stock

Information on performance stock unit activity follows:


	Number of Performance Stock Units Outstanding		Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2019		311,667	$	7.06
Granted		—		—
Vested		—		—
Cancelled		—		—
Unvested balance at December 31, 2020		311,667	$	7.06

The fair value of the performance stock units and the assumptions used for the Monte Carlo simulation were as follows:


Date of grant	06/28/2019
Estimated fair values of performance stock units granted	$	7.06
Assumptions:
Risk-free interest rate		1.71	%
Expected volatility		75.0	%
Expected term (in years)		3.0 years

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings per share

Detail of earnings per share


	For the year ended December 31,
	2018			2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(78,693	)		(102,091	)		(81,074	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		40,774,197			42,442,136			42,503,447
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.93	)		(2.41	)		(1.91	)
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.93	)		(2.41	)		(1.91	)

Provisions (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Estimation of Retirement Indemnity to Employee

Details of Provisions

Details of provisions


	01/01/2019 as restated		Reclassification		Additions		Amounts used during the period			Reversals			OCI			12/31/2019
	$ in thousands
Pension		2,278		—		314		—			—			263			2,855
Loss on contract		—		1,043		690		(1,461	)		—			—			272
Employee litigation and severance		41		—		715		(43	)		(75	)		1			639
Commercial litigation		850		—		2,604		(595	)		(17	)		(11	)		2,832

Total		3,169		1,043		4,323		(2,099	)		(92	)		253			6,598

Non-current provisions		2,278				314		—			—			263			2,855
Current provisions		891		1,043		4,009		(2,099	)		(92	)		(10	)		3,743


	01/01/2020		Additions		Amounts used during the period			Reversals			OCI		12/31/2020
Pension		2,855		410		—			—			745		4,010
Loss on contract		272		—		(272	)		—			—		—
Employee litigation and severance		639		229		(308	)		(49	)		49		560
Commercial litigation		2,832		329		(1,692	)		(985	)		86		571

Total		6,598		968		(2,272	)		(1,034	)		881		5,141

Non-current provisions		2,855		410		—			—			745		4,010
Current provisions		3,743		558		(2,272	)		(1,034	)		136		1,131

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


	2018	2019	2020
% social security contributions	45.00%	45.00%	45.00%
Salary increases	3.50%	3.50%	3.50%
Discount rate	1.75%	1.00%	0.68%
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, 2018		(2,194	)

Current service cost		(276	)
Interest cost		(38	)
Benefit paid		54
Actuarial gains and losses		70
Reclassification/CTA		105
As of December 31, 2018		(2,278	)

Current service cost		(275	)
Interest cost		(39	)
Benefit paid
Actuarial gains and losses		(303	)
Reclassification/CTA		40
As of December 31, 2019		(2,855	)

Current service cost		(381	)
Interest cost		(29	)
Benefit paid
Actuarial gains and losses		(411	)
Reclassification/CTA		(334	)
As of December 31, 2020		(4,010	)

Commitments (Tables)

12 Months Ended

Dec. 31, 2020