Criteo S.A. 10-Q

Item 1. Financial Statements CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) Notes June 30, 2022 December 31, 2021 (in thousands) Assets Current assets: Cash and cash equivalents 3 $ 562,546 $ 515,527 Trade receivables, net of allowances of $ 50.5 million and $ 45.4 million at June 30, 2022 and December 31, 2021, respectively 4 490,643 581,988 Income taxes 19,888 8,784 Other taxes 68,608 73,388 Other current assets 5 39,240 34,182 Marketable securities - current portion 3 10,000 50,299 Total current assets 1,190,925 1,264,168 Property, plant and equipment, net 124,133 139,961 Intangible assets, net 78,018 82,627 Goodwill 322,972 329,699 Right of use assets - operating lease 7 108,563 120,257 Marketable securities - non current portion 3 — 5,000 Non-current financial assets 4,908 6,436 Deferred tax assets 41,325 35,443 Total non-current assets 679,919 719,423 Total assets $ 1,870,844 $ 1,983,591 Liabilities and shareholders' equity Current liabilities: Trade payables $ 400,058 $ 430,245 Contingencies 14 64,731 3,059 Income taxes 3,791 6,641 Financial liabilities - current portion 3 255 642 Lease liability - operating - current portion 7 32,110 34,066 Other taxes 50,589 60,236 Employee - related payables 70,435 98,136 Other current liabilities 6 44,390 39,523 Total current liabilities 666,359 672,548 Deferred tax liabilities 2,907 3,053 Defined benefit plans 8 3,213 5,531 Financial liabilities - non current portion 3 334 360 Lease liability - operating - non current portion 7 82,984 93,893 Other non-current liabilities 4,859 9,886 Total non-current liabilities 94,297 112,723 Total liabilities 760,656 785,271 Commitments and contingencies Shareholders' equity: Common shares, € 0.025 par value, 65,794,032 and 65,883,347 shares authorized, issued and outstanding at June 30, 2022, and December 31, 2021, respectively. 2,147 2,149 Treasury stock , 5,265,393 and 5,207,873 shares at cost as of June 30, 2022 and December 31, 2021, respectively. ( 148,509 ) ( 131,560 ) Additional paid-in capital 750,774 731,248 Accumulated other comprehensive income (loss) ( 102,931 ) ( 40,294 ) Retained earnings 577,552 601,588 Equity-attributable to shareholders of Criteo S.A. 1,079,033 1,163,131 Non-controlling interests 31,155 35,189 Total equity 1,110,188 1,198,320 Total equity and liabilities $ 1,870,844 $ 1,983,591 The accompanying notes form an integral part of these unaudited condensed consolidated financial statements. 2 CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended Notes June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands, except share per data) Revenue 9 $ 495,090 $ 551,311 $ 1,005,657 $ 1,092,388 Cost of revenue: Traffic acquisition costs ( 280,565 ) ( 331,078 ) ( 574,215 ) ( 658,745 ) Other cost of revenue ( 29,550 ) ( 37,364 ) ( 62,443 ) ( 72,076 ) Gross profit 184,975 182,869 368,999 361,567 Operating expenses: Research and development expenses ( 41,496 ) ( 41,915 ) ( 75,523 ) ( 73,612 ) Sales and operations expenses ( 99,313 ) ( 80,751 ) ( 188,312 ) ( 160,105 ) General and administrative expenses ( 100,672 ) ( 40,474 ) ( 134,008 ) ( 73,902 ) Total operating expenses ( 241,481 ) ( 163,140 ) ( 397,843 ) ( 307,619 ) Income from operations ( 56,506 ) 19,729 ( 28,844 ) 53,948 Financial and Other income (expense) 11 16,412 ( 519 ) 20,442 ( 1,237 ) Income before taxes ( 40,094 ) 19,210 ( 8,402 ) 52,711 Provision for income taxes 12 7,121 ( 4,181 ) ( 3,293 ) ( 14,232 ) Net income (loss) $ ( 32,973 ) $ 15,029 $ ( 11,695 ) $ 38,479 Net income (loss) available to shareholders of Criteo S.A. $ ( 33,614 ) $ 14,804 $ ( 13,027 ) $ 37,210 Net income available to non-controlling interests $ 641 $ 225 $ 1,332 $ 1,269 Weighted average shares outstanding used in computing per share amounts: Basic 13 60,240,344 60,663,301 60,488,429 60,702,780 Diluted 13 62,303,670 64,665,212 62,957,718 64,371,603 Net income (loss) allocated to shareholders per share: Basic 13 $ ( 0.56 ) $ 0.24 $ ( 0.22 ) $ 0.61 Diluted 13 $ ( 0.54 ) $ 0.23 $ ( 0.21 ) $ 0.58 The accompanying notes form an integral part of these unaudited condensed consolidated financial statements. 3 CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Net income (loss) $ ( 32,973 ) $ 15,029 $ ( 11,695 ) $ 38,479 Foreign currency translation differences, net of taxes ( 51,510 ) 10,443 ( 70,728 ) ( 26,540 ) Actuarial (losses) gains on employee benefits, net of taxes 1,449 29 2,535 658 Other comprehensive income (loss) $ ( 50,061 ) $ 10,472 $ ( 68,193 ) $ ( 25,882 ) Total comprehensive income (loss) $ ( 83,034 ) $ 25,501 $ ( 79,888 ) $ 12,597 Attributable to shareholders of Criteo S.A. $ ( 80,044 ) $ 25,191 $ ( 75,664 ) $ 13,745 Attributable to non-controlling interests $ ( 2,990 ) $ 310 $ ( 4,224 ) $ ( 1,148 ) The accompanying notes form an integral part of these unaudited condensed consolidated financial statements. 4 CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) Share capital Treasury Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Equity - attributable to shareholders of Criteo S.A. Non controlling interest Total equity Common shares Shares (in thousands, except share amounts ) Balance at December 31, 2020 66,272,106 $ 2,161 ( 5,632,536 ) $( 85,570 ) $ 693,164 $ 16,027 $ 491,359 $ 1,117,142 $ 35,545 $ 1,152,687 Net income — — — — — — 22,406 22,406 1,044 23,450 Other comprehensive income (loss) — — — — — ( 33,852 ) — ( 33,852 ) ( 2,502 ) ( 36,354 ) Issuance of ordinary shares 119,800 3 — — 2,148 — — 2,151 — 2,151 Change in treasury stocks — — 34,935 ( 1,693 ) — — ( 3,237 ) ( 4,930 ) — ( 4,930 ) Share-Based Compensation — — — — 6,710 — — 6,710 50 6,760 Other changes in equity — — — — — — — — — — Balance at March 31, 2021 66,391,906 $ 2,164 ( 5,597,601 ) $( 87,263 ) $ 702,022 $( 17,825 ) $ 510,528 $ 1,109,626 $ 34,137 $ 1,143,763 Net income — — — — — — 14,804 14,804 225 15,029 Other comprehensive income (loss) — — — — — 10,387 — 10,387 85 10,472 Issuance of ordinary shares 305,454 9 — — 7,568 — — 7,577 — 7,577 Change in treasury stocks — — ( 482,407 ) ( 24,560 ) — — ( 5,439 ) ( 29,999 ) — ( 29,999 ) Share-Based Compensation — — — — 11,172 — — 11,172 55 11,227 Other changes in equity — — — — — — — — — — Balance at June 30, 2021 66,697,360 $ 2,173 ( 6,080,008 ) ( 111,823 ) $ 720,762 $( 7,438 ) $ 519,893 $ 1,123,567 $ 34,502 $ 1,158,069 Share capital Treasury Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Equity - attributable to shareholders of Criteo S.A. Non controlling interest Total equity Common shares Shares (in thousands, except share amounts ) Balance at December 31, 2021 65,883,347 $ 2,149 ( 5,207,873 ) $( 131,560 ) $ 731,248 $( 40,294 ) $ 601,588 $ 1,163,131 $ 35,189 $ 1,198,320 Net income — — — — — — 20,587 20,587 691 21,278 Other comprehensive income (loss) — — — — — ( 16,207 ) — ( 16,207 ) ( 1,925 ) ( 18,132 ) Issuance of ordinary shares 22,047 1 — — 319 — — 320 — 320 Change in treasury stocks (*) — — ( 119,771 ) ( 5,770 ) — — ( 2,534 ) ( 8,304 ) — ( 8,304 ) Share-Based Compensation — — — — 8,948 — — 8,948 93 9,041 Other changes in equity — — — — — — — — — — Balance at March 31, 2022 65,905,394 $ 2,150 ( 5,327,644 ) $( 137,330 ) $ 740,515 $( 56,501 ) $ 619,641 $ 1,168,475 $ 34,048 $ 1,202,523 Net income — — — — — — ( 33,614 ) ( 33,614 ) 641 ( 32,973 ) Other comprehensive income (loss) — — — — — ( 46,430 ) — ( 46,430 ) ( 3,631 ) ( 50,061 ) Issuance of ordinary shares ( 111,362 ) — — — 110 — — 110 — 110 Change in treasury stocks (*) — ( 3 ) 62,251 ( 11,179 ) ( 1,342 ) — ( 8,509 ) ( 21,033 ) — ( 21,033 ) Share-Based Compensation — — — — 11,452 — — 11,452 97 11,549 Other changes in equity — — — — 39 — 34 73 — 73 Balance at June 30, 2022 65,794,032 $ 2,147 ( 5,265,393 ) $( 148,509 ) $ 750,774 $( 102,931 ) $ 577,552 $ 1,079,033 $ 31,155 $ 1,110,188 (*) On February 3, 2022, Criteo's board of directors authorized an extension of the share repurchase program to up to $ 280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 1,117,873 shares repurchased at an average price of $ 26.2 offset by 940,543 treasury shares used for RSUs vesting. The accompanying notes form an integral part of these unaudited condensed consolidated financial statements. 5 CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2022 June 30, 2021 (in thousands) Net income (loss) $ ( 11,695 ) $ 38,479 Non-cash and non-operating items 98,227 65,905 - Amortization and provisions 114,502 42,386 - Net gain or (loss) on disposal of non-current assets ( 696 ) 3,959 - Equity awards compensation expense (1) 21,510 18,885 - Change in deferred taxes ( 7,114 ) 2,305 - Change in income taxes ( 14,678 ) ( 1,655 ) - Other (2) ( 15,297 ) 25 Changes in working capital related to operating activities 2,370 ( 662 ) - (Increase) / Decrease in trade receivables 65,476 26,195 - Increase / (Decrease) in trade payables ( 16,977 ) ( 19,906 ) - (Increase) / Decrease in other current assets ( 14,595 ) ( 5,187 ) - Increase/ (Decrease) in other current liabilities ( 31,313 ) ( 1,069 ) - Change in operating lease liabilities and right of use assets ( 221 ) ( 695 ) Cash from operating activities 88,902 103,722 Acquisition of intangible assets, property, plant and equipment ( 32,794 ) ( 27,616 ) Change in accounts payable related to intangible assets, property, plant and equipment 11,778 708 Payment for a business, net of cash acquired — ( 9,598 ) Change in other non-current financial assets 44,311 ( 20,308 ) Cash (used for) from investing activities 23,295 ( 56,814 ) Proceeds from borrowings under line-of-credit agreement 78,513 — Repayment of borrowings ( 78,513 ) ( 1,272 ) Proceeds from exercise of stock options 351 9,575 Repurchase of treasury stocks ( 29,334 ) ( 34,929 ) Change in other financial liabilities ( 860 ) ( 748 ) Other (2) 15,334 — Cash used for financing activities ( 14,509 ) ( 27,374 ) Effect of exchange rates changes on cash and cash equivalents ( 50,669 ) ( 18,024 ) Net increase in cash and cash equivalents 47,019 1,510 Net cash and cash equivalents at beginning of period 515,527 488,011 Net cash and cash equivalents at end of period $ 562,546 $ 489,521 Supplemental disclosures of cash flow information Cash paid for taxes, net of refunds ( 25,085 ) ( 13,582 ) Cash paid for interest ( 626 ) ( 736 ) (1 ) Of which $ 20.6 million and $ 18.0 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the six months ended June 30, 2022 and 2021, respectively. (2) Primarily consists of realized gains in FX hedges. The accompanying notes form an integral part of these unaudited condensed consolidated financial statements. 6 CRITEO S.A. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are a global technology company that enables marketers and media owners to drive better commerce outcomes through the world’s leading Commerce Media Platform. We bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice — powered by trusted and impactful advertising from the world’s marketers and media owners. We are leading the way of commerce media — a new approach to advertising that combines commerce data and machine learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce outcomes (sales, leads, advertising revenue). Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce outcomes through our Commerce Media Platform, a suite of products: • that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns • that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time • sitting on top of a dataset and technology that power our entire offering. In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we". 7 Note 1. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) revenue recognition criteria, (2) allowances for credit losses, (3) research tax credits, (4) income taxes, including (i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, (ii) evaluation of uncertain tax positions associated with our transfer pricing policy and (iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 8 Accounting Pronouncements Adopted in 2022 Effective January 1, 2022, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance (ASU 2021-10), which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity's financial statements. The impacts on our annual consolidated financial statements will be limited as a result of adoption of this standard. Recent Accounting Pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption. 9 Note 2. Segment information Reportable segments The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments: Marketing Solutions and Retail Media. Criteo's Marketing Solutions segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments. Criteo's Retail Media segment allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals. Segment operating results, Contribution ex-TAC, is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue. The following table shows revenue by reportable segment: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Marketing Solutions $ 440,423 487,465 $ 904,311 970,655 Retail Media 54,667 63,846 101,346 121,733 Total Revenue $ 495,090 $ 551,311 $ 1,005,657 $ 1,092,388 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Contribution ex-TAC Marketing Solutions $ 177,969 $ 193,333 $ 364,057 $ 385,650 Retail Media 36,556 26,900 67,385 47,993 $ 214,525 $ 220,233 $ 431,442 $ 433,643 Other costs of sales ( 29,550 ) ( 37,364 ) ( 62,443 ) ( 72,076 ) Gross profit $ 184,975 $ 182,869 $ 368,999 $ 361,567 Operating expenses Research and development expenses ( 41,496 ) ( 41,915 ) ( 75,523 ) ( 73,612 ) Sales and operations expenses ( 99,313 ) ( 80,751 ) ( 188,312 ) ( 160,105 ) General and administrative expenses ( 100,672 ) ( 40,474 ) ( 134,008 ) ( 73,902 ) Total Operating expenses ( 241,481 ) ( 163,140 ) ( 397,843 ) ( 307,619 ) Income from operations $ ( 56,506 ) $ 19,729 $ ( 28,844 ) $ 53,948 Financial and Other Income (Expense) 16,412 ( 519 ) 20,442 ( 1,237 ) Income before tax $ ( 40,094 ) $ 19,210 $ ( 8,402 ) $ 52,711 The Company's chief operating decision maker, or CODM, does not review any other financial information for our two segments, other than Contribution ex-TAC, at the reportable segment level. 10 Note 3. Financial Instruments Financial assets The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets and summarized in the following table: June 30, 2022 December 31, 2021 (in thousands) Trade receivables, net of allowances 490,643 581,988 Other taxes 68,608 73,388 Other current assets 39,240 34,182 Non-current financial assets 4,908 6,436 Marketable securities 10,000 55,299 Total $ 613,399 $ 751,293 For our financial assets, other than trade receivables, net of allowances, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows. Financial Liabilities June 30, 2022 December 31, 2021 (in thousands) Trade payables $ 400,058 $ 430,245 Other taxes 50,589 60,236 Employee-related payables 70,435 98,136 Other current liabilities 44,390 39,523 Financial liabilities 589 1,002 Total $ 566,061 $ 629,142 The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash outflows. Fair Value Measurements We measure the fair value of our cash equivalents and marketable securities, which include interest-bearing bank deposits, as level 2 measurements because they are valued using observable market data. Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. 11 Derivative Financial Instruments Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. June 30, 2022 December 31, 2021 (in thousands) Derivative Assets: Included in other current assets $ 2,658 $ 60 Derivative Liabilities: Included in financial liabilities - current portion $ — $ — The fair value of derivative financial instruments approximates the notional amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows. Cash and Cash Equivalents The following table presents for each reporting period, the breakdown of cash and cash equivalents: June 30, 2022 December 31, 2021 (in thousands) Cash equivalents $ 48,312 $ 137,228 Cash on hand 514,234 378,299 Total cash and cash equivalents $ 562,546 $ 515,527 Cash equivalents are investments in interest–bearing bank deposits which meet ASC 230—Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows. 12 Marketable Securities The following table presents for each reporting period, the breakdown of the fair value of marketable securities: June 30, 2022 December 31, 2021 (in thousands) Securities Available-for-sale Term Deposits $ — $ 22,652 Securities Held-to-maturity Term Deposits $ 10,000 $ 32,647 Total $ 10,000 $ 55,299 The gross unrealized gains on our marketable securities were not material as of June 30, 2022. Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data. The following table classifies our marketable securities by contractual maturities: Held-to-maturity Available-for-sale June 30, 2022 (in thousands) Due in one year $ 10,000 $ — Due in one to five years $ — $ — Total $ 10,000 $ — 13 Note 4. Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: June 30, 2022 December 31, 2021 (in thousands) Trade accounts receivables $ 541,131 $ 627,379 (Less) Allowance for credit losses ( 50,488 ) ( 45,391 ) Net book value at end of period $ 490,643 $ 581,988 Changes in allowance for credit accounts are summarized below: 2022 2021 (in thousands) Balance at January 1 $ ( 45,391 ) $ ( 39,899 ) Allowance for credit losses ( 11,551 ) ( 6,617 ) Reversal of provision 4,474 3,469 Currency translation adjustment 1,980 454 Balance at June 30 $ ( 50,488 ) $ ( 42,593 ) We write off accounts receivable balances once the receivables are no longer deemed collectible. During the six month period ended June 30, 2022, and June 30, 2021, the Company recovered $ 4.5 million, and $ 1.7 million, respectively, previously reserved for, and accounted for this as a reversal of provision. As of June 30, 2022 and December 31, 2021 no customer accounted for 10% or more of trade receivables. 14 Note 5. Other Current Assets The following table shows the breakdown in other current assets net book value for the presented periods: June 30, 2022 December 31, 2021 (in thousands) Prepayments to suppliers $ 8,231 $ 9,640 Other debtors 2,224 9,259 Prepaid expenses 26,127 15,283 Derivative instruments 2,658 — Net book value at end of period $ 39,240 $ 34,182 Prepaid expenses mainly consist of cash paid related to SaaS arrangements. 15 Note 6. Other Current Liabilities Other current liabilities are presented in the following table: June 30, 2022 December 31, 2021 (in thousands) Current liabilities to clients $ 16,978 $ 16,423 Rebates 15,091 17,423 Accounts payable relating to capital expenditures 9,501 4,507 Other creditors 2,136 1,088 Deferred revenue 684 82 Total $ 44,390 $ 39,523 16 Note 7. Leases The components of lease expense are as follows: Three Months Ended June 30, 2022 June 30, 2021 Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 4,343 $ 5,029 $ 9,372 $ 6,874 $ 6,460 $ 13,334 Short term lease expense 204 2 206 125 7 132 Variable lease expense 25 86 111 100 129 229 Sublease income ( 263 ) — ( 263 ) ( 288 ) — ( 288 ) Total operating lease expense $ 4,309 $ 5,117 $ 9,426 $ 6,811 $ 6,596 $ 13,407 Six Months Ended June 30, 2022 June 30, 2021 Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 8,752 $ 10,236 $ 18,988 $ 13,417 $ 12,858 $ 26,275 Short term lease expense 355 5 360 201 14 215 Variable lease expense 75 91 166 244 202 446 Sublease income ( 435 ) ( 435 ) ( 476 ) — ( 476 ) Total operating lease expense $ 8,747 $ 10,332 $ 19,079 $ 13,386 $ 13,074 $ 26,460 As of June 30, 2022, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets: Offices Data Centers (in thousands) Additional operating lease liabilities $ — $ 6,271 Additional right of use assets $ — $ 6,271 These operating leases will commence during the fiscal year ending December 31, 2022 and December 31, 2023. 17 Note 8. Employee Benefits Defined Benefit Plans According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement. The following table summarizes the changes in the projected benefit obligation: Projected benefit obligation (in thousands) Projected benefit obligation present value at January 1, 2021 $ 6,167 Service cost 1,324 Interest cost 51 Actuarial losses (gains) ( 1,543 ) Currency translation adjustment ( 468 ) Projected benefit obligation present value at December 31, 2021 $ 5,531 Service cost 539 Interest cost 37 Actuarial losses (gains) ( 2,535 ) Currency translation adjustment ( 359 ) Projected benefit obligation present value at June 30, 2022 $ 3,213 The Company does not hold any plan assets for any of the periods presented. The main assumptions used for the purposes of the actuarial valuations are listed below: Six Months Ended Year ended June 30, 2022 December 31, 2021 Discount rate (Corp AA) 3.75 % 1.40 % Expected rate of salary increase 5 % 5 % Expected rate of social charges 49 % - 50 % 49 % - 50 % Expected staff turnover — % - 17.8 % — % - 17.8 % Estimated retirement age Progressive table Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted 18 Defined Contribution Plans The total expense represents contributions payable to these plans by us at specified rates. In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions concern France, the United States (for 401k plans), and the United Kingdom. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Defined contributions plans included in personnel expenses $ ( 6,278 ) $ ( 3,447 ) $ ( 10,136 ) $ ( 9,000 ) Note 9. Revenue Disaggregation of revenue The following table presents our disaggregated revenues: Marketing Solutions Retail Media Total For the three months ended (in thousands) June 30, 2022 $ 440,423 $ 54,667 $ 495,090 June 30, 2021 $ 487,465 $ 63,846 $ 551,311 Marketing Solutions Retail Media Total For the six months ended (in thousands) June 30, 2022 $ 904,311 $ 101,346 $ 1,005,657 June 30, 2021 $ 970,655 $ 121,733 $ 1,092,388 19 Note 10. Share-Based Compensation Criteo's board of directors ("board of directors") has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants ( Bons de Souscription d'Actions or "BSAs") . During the three months ended June 30, 2022, there was one grant o f RSUs under the Employee Share Option Plan 14 as defined in Note 20 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. On February 24, 2022, 348,133 RSUs were granted to Criteo employees subject to continued employment and 384,277 PSUs were granted to members of the management subject to continued employment. On April 28, 2022 1,626,911 RSUs were granted to Criteo employees subject to continued employment and 79,907 PSUs were granted to members of the management subject to continued employment. There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. Change in number of outstanding BSPCE / OSA / RSU / BSA OSA/BSPCE RSU/PSU BSA Total Balance at January 1, 2022 570,801 5,299,356 343,775 6,213,932 Granted — 2,439,227 — 2,439,227 Exercised (OSA/BSPCE/BSA) ( 39,711 ) — — ( 39,711 ) Vested (RSU) — ( 932,135 ) — ( 932,135 ) Forfeited ( 100,860 ) ( 705,462 ) — ( 806,322 ) Expired — — — — Balance at June 30, 2022 430,230 6,100,986 343,775 6,874,991 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 430,230 6,100,986 343,775 Weighted-average exercise price € 21.07 NA € 15.12 Number vested 281,242 — 291,645 Weighted-average exercise price € 23.84 NA € 15.45 Weighted-average remaining contractual life of options outstanding, in years 4.95 NA 5.29 20 Reconciliation with the Unaudited Consolidated Statements of Income Three Months Ended June 30, 2022 June 30, 2021 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ ( 5,577 ) $ ( 2,709 ) $ ( 3,341 ) $ ( 11,627 ) $ ( 4,218 ) $ ( 3,559 ) $ ( 3,183 ) $ ( 10,960 ) Share options / BSPCE — 157 ( 79 ) 78 — ( 77 ) ( 189 ) ( 266 ) Total share-based compensation ( 5,577 ) ( 2,552 ) ( 3,420 ) ( 11,549 ) ( 4,218 ) ( 3,636 ) ( 3,372 ) ( 11,226 ) BSAs — — ( 472 ) ( 472 ) — — ( 444 ) ( 444 ) Total equity awards compensation expense $ ( 5,577 ) $ ( 2,552 ) $ ( 3,892 ) $ ( 12,021 ) $ ( 4,218 ) $ ( 3,636 ) $ ( 3,816 ) $ ( 11,670 ) Six Months Ended June 30, 2022 June 30, 2021 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ ( 9,545 ) $ ( 5,320 ) $ ( 5,745 ) $ ( 20,610 ) $ ( 6,714 ) $ ( 5,208 ) $ ( 5,471 ) $ ( 17,393 ) Share options / BSPCE — 202 ( 182 ) 20 — ( 182 ) ( 411 ) ( 593 ) Total share-based compensation ( 9,545 ) ( 5,118 ) ( 5,927 ) ( 20,590 ) ( 6,714 ) ( 5,390 ) ( 5,882 ) ( 17,986 ) BSAs — — ( 920 ) ( 920 ) — — ( 899 ) ( 899 ) Total equity awards compensation expense $ ( 9,545 ) $ ( 5,118 ) $ ( 6,847 ) $ ( 21,510 ) $ ( 6,714 ) $ ( 5,390 ) $ ( 6,781 ) $ ( 18,885 ) 21 Note 11. Financial and Other Income and Expenses The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Financial income from cash equivalents $ 240 $ 198 $ 373 $ 326 Interest and fees ( 422 ) ( 506 ) ( 969 ) ( 1,046 ) Interest on debt ( 214 ) ( 464 ) ( 744 ) ( 881 ) Fees ( 208 ) ( 42 ) ( 225 ) ( 165 ) Foreign exchange gain (loss) 16,126 ( 521 ) 20,589 ( 1,319 ) Other financial expense 468 310 449 802 Total Financial and Other income (expense) $ 16,412 $ ( 519 ) $ 20,442 $ ( 1,237 ) The $ 16.4 million financial and other income and the $ 20.4 million financial and other income for the three months and six months ended June 30, 2022 respectively, were driven by the recognition of a positive impact of foreign exchange reevaluations net of related hedging and the up-front fees amortization, the non-utilization costs, and the financial expense relating to our available Revolving Credit Facility ("RCF") financing. At June 30, 2022, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 22 Note 12. Income Taxes Breakdown of Income Taxes The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France. The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows: Six Months Ended June 30, 2022 June 30, 2021 (in thousands) Current income tax $ ( 10,407 ) $ ( 11,927 ) Net change in deferred taxes 7,114 ( 2,305 ) Provision for income taxes $ ( 3,293 ) $ ( 14,232 ) For the six months ended June 30, 2022 and June 30, 2021, we used an annual estimated tax rate of 39 % and 27 %, respectively, to calculate the provision for income taxes. The increase in 2022 was mainly driven by the impact of the accrual booked for the loss contingency related to the CNIL matter as described in Note 14. Current tax assets and liabilities The total amount of current tax assets and liabilities consists mainly of prepayments of income taxes and credits o f Criteo S.A., Criteo Corp., and Criteo GmbH. 23 Note 13. Earnings Per Share Basic Earnings Per Share We calculate basic earnings per share by dividing the net income (loss) for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net income (loss) attributable to shareholders of Criteo S.A. $ ( 33,614 ) $ 14,804 $ ( 13,027 ) $ 37,210 Weighted average number of shares outstanding 60,240,344 60,663,301 60,488,429 60,702,780 Basic earnings (loss) per share $ ( 0.56 ) $ 0.24 $ ( 0.22 ) $ 0.61 Diluted Earnings Per Share We calculate diluted earnings per share by dividing the net income (loss) attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of June 30, 2022 and June 30, 2021. Consequently, all potential dilutive effects from shares are considered. For each period presented, a contract to issue a certain number of shares (i.e., share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price). Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net income (loss) attributable to shareholders of Criteo S.A. $ ( 33,614 ) $ 14,804 $ ( 13,027 ) $ 37,210 Weighted average number of shares outstanding of Criteo S.A. 60,240,344 60,663,301 60,488,429 60,702,780 Dilutive effect of : Restricted share awards ("RSUs") 1,899,561 3,384,757 2,245,545 3,178,570 Share options and BSPCE 87,920 495,536 133,506 395,803 Share warrants 75,845 121,618 90,238 94,450 Weighted average number of shares outstanding used to determine diluted earnings per share 62,303,670 64,665,212 62,957,718 64,371,603 Diluted earnings (loss) per share $ ( 0.54 ) $ 0.23 $ ( 0.21 ) $ 0.58 The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: 24 Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Restricted share awards 384,938 858,511 221,889 595,406 Share options and BSPCE — — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 384,938 858,511 221,889 595,406 Note 14. Commitments and contingencies Commitments Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts We are party to an RCF with a syndicate of banks which allows us to draw up to € 294.0 million ($ 305.4 million). We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of € 21.5 million ($ 22.3 million) in the aggregate under the short-term credit lines and overdraft facilities. As of June 30, 2022, we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice. Contingencies Changes in provisions during the presented periods are summarized below: Provision for employee-related litigation Other provisions Total (in thousands) Balance at January 1, 2022 $ 1,117 $ 1,942 $ 3,059 Increase 60 65,719 65,779 Provision used ( 77 ) ( 311 ) ( 388 ) Provision released not used* ( 63 ) ( 46 ) ( 109 ) Currency translation adjustments ( 111 ) ( 3,499 ) ( 3,610 ) Balance at June 30, 2022 $ 926 $ 63,805 $ 64,731 - of which current 926 63,805 64,731 * Due to changes in management's latest estimates The amount of the provisions represents management’s latest estimate of the expected impact. Regulatory matters As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021, in November 2018, Privacy International filed a complaint with certain data protection authorities, including France's Commission Nationale de l'Informatique et des Libertés ("CNIL"), against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices were not in compliance with the European Union's General Data Protection Regulation ("GDPR"). In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, and on June 23, 2021, CNIL notified the Company of the appointment of an investigator (rapporteur) for the ongoing investigation. The investigation also covers another complaint against Criteo received in November 2018 by CNIL from the European Center for Digital Rights ("NOYB").  25 On August 3, 2022, the assigned rapporteur issued a report that claimed certain GDPR violations, in particular relating to the Company’s contractual relationships with its advertisers and publishers with respect to consent collection oversight. The report includes a proposed financial sanction against the Company of € 60.0 million ($ 65.4 million). Under the CNIL sanction procedures, Criteo has the right to respond in writing to the report, both with respect to the GDPR findings and the value of the sanction, following which there will be a formal hearing before the CNIL Sanction Committee. The CNIL Sanction Committee will then issue a draft decision that will be submitted for consultation to other European data protection authorities as part of the cooperation mechanism mandated by GDPR. Any final decision on resolution and potential financial penalties would likely not occur until 2023. Pursuant to U.S. GAAP, we establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated, and these accruals are reviewed and adjusted each quarter based on the information available at that time. Given the receipt of this report, which included a proposed sanction penalty of € 60.0 million ($ 65.4 million), we have accounted for the proposed penalty as a provision for a loss contingency, which is reflected in our financial statements for the period ended as of June 30, 2022 as general and administrative expenses. Such amount could be lower or higher based on the final resolution and merits of the claims made in the report. 26 Note 15. Breakdown of Revenue and Non-Current Assets by Geographical Areas The Company operates in the following three geographical markets: • Americas (North and South America); • EMEA (Europe, Middle-East and Africa); and • Asia-Pacific. The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total For the three months ended: (in thousands) June 30, 2022 $ 213,340 $ 176,867 $ 104,883 $ 495,090 June 30, 2021 $ 221,227 $ 209,303 $ 120,781 $ 551,311 Revenue generated in France, the country of incorporation of the Parent, amounted to $ 29.3 million and $ 39.1 million for the three months ended June 30, 2022 and 2021, respectively. Americas EMEA Asia-Pacific Total For the six months ended: (in thousands) June 30, 2022 $ 408,187 $ 370,821 $ 226,649 $ 1,005,657 June 30, 2021 $ 425,127 $ 421,399 $ 245,862 $ 1,092,388 Revenue generated in France amounted to $ 60.1 million and $ 76.9 million for the six months ended June 30, 2022 and June 30, 2021, respectively. Revenue generated in other significant countries where we operate is presented in the followin g table: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Americas United States $ 190,018 $ 196,579 $ 361,882 $ 380,663 EMEA Germany $ 48,639 $ 53,051 $ 104,094 $ 106,647 United Kingdom $ 18,006 $ 22,112 $ 36,653 $ 45,404 Asia-Pacific Japan $ 61,844 $ 74,791 $ 139,819 $ 159,003 27 Other Information For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities. Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Singapore Total (in thousands) June 30, 2022 $ 90,037 $ 79,952 $ 78,515 $ 4,868 $ 27,294 $ 10,234 $ 13,231 $ 202,151 December 31, 2021 $ 97,627 $ 84,954 $ 83,843 $ 6,036 $ 33,971 $ 14,159 $ 15,650 $ 222,588 Note 16. Related Parties There were no significant related-party transactions pursuant to ASC 850 during the period nor any change in the nature of the transactions as described in Note 25 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 28 Note 17. Subsequent Events CNIL Investigation In connection with the previously disclosed investigation by CNIL, on August 3, 2022, the assigned rapporteur issued a report that claimed certain GDPR violations. The report includes a proposed financial sanction against the Company of € 60.0 million ($ 65.4 million). A final decision on resolution and potential financial penalties would likely not occur until 2023. Refer to Note 14. Commitments and contingencies for more information. Completion of the Acquisition of IPONWEB On August 1, 2022, the Company, IPONWEB Holding Limited (“IPONWEB”), Exezars Limited (a subsidiary of IPONWEB and collectively with IPONWEB, the “Sellers”), Mr. Ljubisa Bogunovic, in his capacity as trustee of the “IW General Management Trust” (the “Trustee”) and Mr. Boris Mouzykantskii, founder and Chief Executive Officer of IPONWEB (the “Founder”) entered into an amended and restated Framework Purchase Agreement (the “A&R Purchase Agreement”), amending and restating the previously disclosed framework purchase agreement, dated December 22, 2021, which provided for the acquisition of the business of IPONWEB by the Company (the “Acquisition”). The Acquisition was consummated on August 1, 2022 and the Company funded the purchase price of the Acquisition with (i) approximately $ 180 million of cash on hand, which is subject to certain adjustments including for working capital, other current assets and current liabilities and net indebtedness and (ii) treasury shares of the Company corresponding to a total value at closing of approximately $ 70 million. The A&R Purchase Agreement, also provides for contingent consideration payable in cash to the Founder in an amount up to $ 100 million, conditioned upon the achievement of certain revenue targets by the Company for the 2022 and 2023 fiscal year. The acquisition will accelerate Criteo's plans to shape the future of Commerce Media on the open internet. We will complete the initial accounting for the acquisition of IPONWEB, including the allocation of purchase consideration, during the third quarter of 2022. On July 29, 2022, the Company drew down € 50 million ($ 51.1 million) under the RCF for a one month period to provide additional liquidity in connection with the closing of the IPONWEB Acquisition. 29