UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the quarterly period ended June 30, 2022March 31, 2023
or
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from _________ to _________
Commission file number: 001-36153
Criteo S.A.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
France | | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
| | | |
32 Rue Blanche | Paris | France | 75009 |
(Address of principal executive offices) | | | (Zip Code) |
+33 1 75 85 09 39
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act | | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | Name of each exchange on which registered | |
American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share | | CRTO | Nasdaq Global Select Market | |
Ordinary Shares, nominal value €0.025 per share | * | | Nasdaq Global Select Market | * |
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“ ”“accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large Accelerated Filer | ☒ | Accelerated Filer | ☐ |
Non-accelerated Filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
As of July 31, 2022,April 28, 2023, the registrant had 60,609,94056,136,498 ordinary shares, nominal value €0.025 per share, outstanding.
TABLE OF CONTENTS
General
Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or "U.S. GAAP."
Trademarks
“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.
Special Note Regarding Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements. When used in this Form 10-Q, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “plan,” “potential,” “predict,” “objective,” “should,” or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
•the ongoing effect of the COVID-19 pandemic and potential effect of inflation and rising interest rates in the U.S., including the macroeconomic effects, on our business, operations, and financial results;
•the ability of the Criteo Artificial Intelligence (AI) Engine to accurately predict engagement by a user;
•our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies, including without limitation the proposed changes to and enhancements of the Chrome browser announced by Google;
•our ability to continue to collect and utilize data about user behavior and interaction with advertisers and publishers;
•our ability to acquire an adequate supply of advertising inventory from publishers on terms that are favorable to us;
•our ability to meet the challenges of a growing and international company in a rapidly developing and changing industry, including our ability to forecast accurately;
•our ability to maintain an adequate rate of revenue growth and sustain profitability;
•our ability to manage our international operations and expansion and the integration of our acquisitions;
•the effects of increased competition in our market;
•our ability to adapt to regulatory, legislative or self-regulatory developments regarding internet privacy matters;
•our ability to protect users’ information and adequately address privacy concerns;
•our ability to enhance our brand;
•the invasion of Ukraine by Russia and the effect of resulting sanctions on our business;
•our ability to enter new marketing channels and new geographies;
•our ability to effectively scale our technology platform;
•our ability to attract and retain qualified employees and key personnel;
•our ability to maintain, protect and enhance our brand and intellectual property; and
•failures in our systems or infrastructure.
You should also refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021,2022, and to Part II, Item 1A "Risk Factors" of our subsequent quarterly reports on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary factors.
This Form 10-Q may contain market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-Q is generally reliable, such information is inherently imprecise.
PART I
Item 1. Financial Statements
CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) | | | Notes | June 30, 2022 | | December 31, 2021 | | March 31, 2023 | | December 31, 2022 |
| | | (in thousands) | | | (in thousands) |
Assets | Assets | | Assets | |
Current assets: | Current assets: | | Current assets: | |
Cash and cash equivalents | Cash and cash equivalents | 3 | $ | 562,546 | | | $ | 515,527 | | Cash and cash equivalents | 4 | $ | 305,662 | | | $ | 348,200 | |
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 | | |
Trade receivables, net of allowances of $50.5 million and $47.8 million at March 31, 2023 and December 31, 2022, respectively | | Trade receivables, net of allowances of $50.5 million and $47.8 million at March 31, 2023 and December 31, 2022, respectively | 5 | 545,840 | | | 708,949 | |
Income taxes | Income taxes | | 19,888 | | | 8,784 | | Income taxes | 13 | 28,008 | | | 23,609 | |
Other taxes | Other taxes | | 68,608 | | | 73,388 | | Other taxes | | 91,354 | | | 78,274 | |
Other current assets | Other current assets | 5 | 39,240 | | | 34,182 | | Other current assets | 6 | 58,116 | | | 51,866 | |
Restricted cash - current | | Restricted cash - current | 4 | 75,001 | | | 25,000 | |
Marketable securities - current portion | Marketable securities - current portion | 3 | 10,000 | | | 50,299 | | Marketable securities - current portion | 4 | 21,168 | | | 25,098 | |
Total current assets | Total current assets | | 1,190,925 | | | 1,264,168 | | Total current assets | | 1,125,149 | | | 1,260,996 | |
Property, plant and equipment, net | Property, plant and equipment, net | | 124,133 | | | 139,961 | | Property, plant and equipment, net | | 146,211 | | | 131,207 | |
Intangible assets, net | Intangible assets, net | | 78,018 | | | 82,627 | | Intangible assets, net | | 179,877 | | | 175,983 | |
Goodwill | Goodwill | | 322,972 | | | 329,699 | | Goodwill | 2 | 522,788 | | | 515,140 | |
Right of use assets - operating lease | Right of use assets - operating lease | 7 | 108,563 | | | 120,257 | | Right of use assets - operating lease | 8 | 107,749 | | | 102,176 | |
Marketable securities - non current portion | 3 | — | | | 5,000 | | |
Restricted cash - non-current | | Restricted cash - non-current | 4 | — | | | 75,000 | |
Marketable securities - non-current portion | | Marketable securities - non-current portion | 4 | 10,875 | | | — | |
Non-current financial assets | Non-current financial assets | | 4,908 | | | 6,436 | | Non-current financial assets | | 4,542 | | | 5,928 | |
Other non-current assets | | Other non-current assets | | 50,000 | | | 50,818 | |
Deferred tax assets | Deferred tax assets | | 41,325 | | | 35,443 | | Deferred tax assets | | 44,296 | | | 31,646 | |
Total non-current assets | Total non-current assets | | 679,919 | | | 719,423 | | Total non-current assets | | 1,066,338 | | | 1,087,898 | |
Total assets | Total assets | | $ | 1,870,844 | | | $ | 1,983,591 | | Total assets | | $ | 2,191,487 | | | $ | 2,348,894 | |
| Liabilities and shareholders' equity | Liabilities and shareholders' equity | | Liabilities and shareholders' equity | |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Trade payables | Trade payables | | $ | 400,058 | | | $ | 430,245�� | | Trade payables | | $ | 602,180 | | | $ | 742,918 | |
Contingencies | 14 | 64,731 | | | 3,059 | | |
Contingencies - current portion | | Contingencies - current portion | 15 | 67,149 | | | 65,759 | |
Income taxes | Income taxes | | 3,791 | | | 6,641 | | Income taxes | 13 | 16,815 | | | 13,037 | |
Financial liabilities - current portion | Financial liabilities - current portion | 3 | 255 | | | 642 | | Financial liabilities - current portion | 4 | 4,208 | | | 219 | |
Lease liability - operating - current portion | Lease liability - operating - current portion | 7 | 32,110 | | | 34,066 | | Lease liability - operating - current portion | 8 | 33,287 | | | 31,003 | |
Other taxes | Other taxes | | 50,589 | | | 60,236 | | Other taxes | | 60,294 | | | 58,031 | |
Employee - related payables | Employee - related payables | | 70,435 | | | 98,136 | | Employee - related payables | | 99,616 | | | 85,569 | |
Other current liabilities | Other current liabilities | 6 | 44,390 | | | 39,523 | | Other current liabilities | 7 | 109,367 | | | 83,457 | |
Total current liabilities | Total current liabilities | | 666,359 | | | 672,548 | | Total current liabilities | | 992,916 | | | 1,079,993 | |
Deferred tax liabilities | Deferred tax liabilities | | 2,907 | | | 3,053 | | Deferred tax liabilities | | 3,877 | | | 3,463 | |
Defined benefit plans | Defined benefit plans | 8 | 3,213 | | | 5,531 | | Defined benefit plans | 9 | 4,138 | | | 3,708 | |
Financial liabilities - non current portion | 3 | 334 | | | 360 | | |
Lease liability - operating - non current portion | 7 | 82,984 | | | 93,893 | | |
Financial liabilities - non-current portion | | Financial liabilities - non-current portion | 4 | 76 | | | 74 | |
Lease liability - operating - non-current portion | | Lease liability - operating - non-current portion | 8 | 80,762 | | | 77,536 | |
Contingencies - non-current portion | | Contingencies - non-current portion | 15 | 33,244 | | | 33,788 | |
Other non-current liabilities | Other non-current liabilities | | 4,859 | | | 9,886 | | Other non-current liabilities | 7 | 26,285 | | | 69,226 | |
Total non-current liabilities | Total non-current liabilities | | 94,297 | | | 112,723 | | Total non-current liabilities | | 148,382 | | | 187,795 | |
Total liabilities | Total liabilities | | 760,656 | | | 785,271 | | Total liabilities | | 1,141,298 | | | 1,267,788 | |
Commitments and contingencies | Commitments and contingencies | | 0 | | 0 | Commitments and contingencies | | | | |
Shareholders' equity: | Shareholders' equity: | | 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) | | |
Common shares, €0.025 par value, 63,316,696 and 63,248,728 shares authorized, issued and outstanding at March 31, 2023, and December 31, 2022, respectively. | | Common shares, €0.025 par value, 63,316,696 and 63,248,728 shares authorized, issued and outstanding at March 31, 2023, and December 31, 2022, respectively. | | 2,081 | | | 2,079 | |
Treasury stock, 7,323,153 and 5,985,104 shares at cost as of March 31, 2023 and December 31, 2022, respectively. | | Treasury stock, 7,323,153 and 5,985,104 shares at cost as of March 31, 2023 and December 31, 2022, respectively. | | (211,400) | | | (174,293) | |
Additional paid-in capital | Additional paid-in capital | | 750,774 | | | 731,248 | | Additional paid-in capital | | 760,397 | | | 734,492 | |
Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | | (102,931) | | | (40,294) | | Accumulated other comprehensive income (loss) | | (85,415) | | | (91,890) | |
Retained earnings | Retained earnings | | 577,552 | | | 601,588 | | Retained earnings | | 551,922 | | | 577,653 | |
Equity-attributable to shareholders of Criteo S.A. | Equity-attributable to shareholders of Criteo S.A. | | 1,079,033 | | | 1,163,131 | | Equity-attributable to shareholders of Criteo S.A. | | 1,017,585 | | | 1,048,041 | |
Non-controlling interests | Non-controlling interests | | 31,155 | | | 35,189 | | Non-controlling interests | | 32,604 | | | 33,065 | |
Total equity | Total equity | | 1,110,188 | | | 1,198,320 | | Total equity | | 1,050,189 | | | 1,081,106 | |
Total equity and liabilities | Total equity and liabilities | | $ | 1,870,844 | | | $ | 1,983,591 | | Total equity and liabilities | | $ | 2,191,487 | | | $ | 2,348,894 | |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS (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 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended |
| Notes | | | | | | March 31, 2023 | | March 31, 2022 |
| | (in thousands, except share per data) |
| | | | | | | | | |
Revenue | 10 | | | | | | $ | 445,016 | | | $ | 510,567 | |
| | | | | | | | | |
Cost of revenue: | | | | | | | | | |
Traffic acquisition costs | | | | | | | (224,398) | | | (293,650) | |
Other cost of revenue | | | | | | | (39,109) | | | (32,893) | |
| | | | | | | | | |
Gross profit | | | | | | | 181,509 | | | 184,024 | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Research and development expenses | | | | | | | (63,590) | | | (34,027) | |
Sales and operations expenses | | | | | | | (101,242) | | | (88,999) | |
General and administrative expenses | | | | | | | (40,170) | | | (33,336) | |
Total operating expenses | | | | | | | (205,002) | | | (156,362) | |
Income (loss) from operations | | | | | | | (23,493) | | | 27,662 | |
Financial and Other income (expense) | 12 | | | | | | 6,827 | | | 4,030 | |
Income (loss) before taxes | | | | | | | (16,666) | | | 31,692 | |
Provision for income taxes | 13 | | | | | | 4,595 | | | (10,414) | |
Net income (loss) | | | | | | | $ | (12,071) | | | $ | 21,278 | |
| | | | | | | | | |
Net income (loss) available to shareholders of Criteo S.A. | | | | | | | $ | (11,809) | | | $ | 20,587 | |
Net income (loss) available to non-controlling interests | | | | | | | $ | (262) | | | $ | 691 | |
| | | | | | | | | |
Weighted average shares outstanding used in computing per share amounts: | | | | | | | | | |
Basic | 14 | | | | | | 56,256,082 | | 60,738,299 |
Diluted | 14 | | | | | | 60,494,827 | | 63,613,550 |
| | | | | | | | | |
Net income (loss) allocated to shareholders per share: | | | | | | | | | |
Basic | 14 | | | | | | $ | (0.21) | | | $ | 0.34 | |
Diluted | 14 | | | | | | $ | (0.20) | | | $ | 0.32 | |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEOPERATIONS (UNAUDITED) | | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | March 31, 2023 | | March 31, 2022 |
| | (in thousands) | | | (in thousands) |
| Net income (loss) | Net income (loss) | $ | (32,973) | | | $ | 15,029 | | | $ | (11,695) | | | $ | 38,479 | | Net income (loss) | | $ | (12,071) | | | $ | 21,278 | |
Foreign currency translation differences, net of taxes | Foreign currency translation differences, net of taxes | (51,510) | | | 10,443 | | | (70,728) | | | (26,540) | | Foreign currency translation differences, net of taxes | | 6,315 | | | (19,218) | |
Actuarial (losses) gains on employee benefits, net of taxes | 1,449 | | | 29 | | | 2,535 | | | 658 | | |
Actuarial gains (losses) on employee benefits, net of taxes | | Actuarial gains (losses) on employee benefits, net of taxes | | (136) | | | 1,086 | |
Other comprehensive income (loss) | Other comprehensive income (loss) | $ | (50,061) | | | $ | 10,472 | | | $ | (68,193) | | | $ | (25,882) | | Other comprehensive income (loss) | | $ | 6,179 | | | $ | (18,132) | |
Total comprehensive income (loss) | Total comprehensive income (loss) | $ | (83,034) | | | $ | 25,501 | | | $ | (79,888) | | | $ | 12,597 | | Total comprehensive income (loss) | | $ | (5,892) | | | $ | 3,146 | |
Attributable to shareholders of Criteo S.A. | Attributable to shareholders of Criteo S.A. | $ | (80,044) | | | $ | 25,191 | | | $ | (75,664) | | | $ | 13,745 | | Attributable to shareholders of Criteo S.A. | | $ | (5,334) | | | $ | 4,380 | |
Attributable to non-controlling interests | Attributable to non-controlling interests | $ | (2,990) | | | $ | 310 | | | $ | (4,224) | | | $ | (1,148) | | Attributable to non-controlling interests | | $ | (558) | | | $ | (1,234) | |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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 | | | 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 | | | | | Common shares | | Shares | | |
| | (in thousands, except share amounts ) | | | (in thousands, except share amounts ) |
Balance at December 31, 2021 | 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 | | 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 | 691 | 21,278 | | |
Net income (loss) | | Net income (loss) | — | 20,587 | 691 | 21,278 |
Other comprehensive income (loss) | Other comprehensive income (loss) | — | (16,207) | — | (16,207) | (1,925) | (18,132) | | Other comprehensive income (loss) | — | (16,207) | — | (16,207) | (1,925) | (18,132) |
Issuance of ordinary shares | Issuance of ordinary shares | 22,047 | 1 | — | 319 | — | 320 | — | 320 | | Issuance of ordinary shares | 22,047 | 1 | — | 319 | — | 320 | — | 320 |
Change in treasury stocks(*) | Change in treasury stocks(*) | — | (119,771) | (5,770) | — | (2,534) | (8,304) | — | (8,304) | | Change in treasury stocks(*) | — | (119,771) | (5,770) | — | (2,534) | (8,304) | — | (8,304) |
Share-Based Compensation | Share-Based Compensation | — | 8,948 | — | 8,948 | 93 | 9,041 | | Share-Based Compensation | — | 8,948 | — | 8,948 | 93 | 9,041 |
Other changes in equity | Other changes in equity | — | | Other changes in equity | — |
Balance at March 31, 2022 | 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 | | 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) | 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 1,117,873303,342 shares repurchased at an average price of $26.2$27.4 offset by 940,543183,571 treasury shares used for RSUs vesting.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2022 | 63,248,728 | $2,079 | (5,985,104) | $(174,293) | $734,492 | $(91,890) | $577,653 | $1,048,041 | $33,065 | $1,081,106 | | |
Net income (loss) | — | — | — | — | — | — | (11,809) | (11,809) | (262) | (12,071) | | |
Other comprehensive income (loss) | — | — | — | — | — | 6,475 | — | 6,475 | (296) | 6,179 | | |
Issuance of ordinary shares | 67,968 | 2 | — | — | 1,295 | — | — | 1,297 | — | 1,297 | | |
Change in treasury stocks(*) | — | — | (1,338,049) | (37,107) | — | — | (13,922) | (51,029) | — | (51,029) | | |
Share-Based Compensation | — | — | — | — | 24,610 | — | — | 24,610 | 97 | 24,707 | | |
Other changes in equity | — | — | — | — | — | — | — | — | — | — | | |
Balance at March 31, 2023 | 63,316,696 | $2,081 | (7,323,153) | $(211,400) | $760,397 | $(85,415) | $551,922 | $1,017,585 | $32,604 | $1,050,189 | | |
(1(*) ) Of which $20.6 million and $18.0On February 5, 2022, Criteo's board of directors authorized an extension of the share repurchase program to up to $480.0 million of equity awards compensation expense consistedthe Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of share-based compensation expense according to ASC 718 Compensation - stock compensation1,731,634 shares repurchased at an average price of $29.9 offset by 393,585 treasury shares used for the six months ended June 30, 2022 and 2021, respectively.
(2) Primarily consists of realized gains in FX hedges.RSUs vesting.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2023 | | March 31, 2022 |
| (in thousands) |
Net income (loss) | | $ | (12,071) | | | $ | 21,278 | |
Non-cash and non-operating items | | 31,947 | | | 34,726 | |
- Amortization and provisions | | 27,311 | | | 26,611 | |
| | | | |
- Net (gain) or loss on disposal of non-current assets | | (8,790) | | | 9 | |
- Equity awards compensation expense (1) | | 25,168 | | | 9,489 | |
| | | | |
- Change in deferred taxes | | (12,297) | | | 2,868 | |
- Change in income taxes | | (137) | | | (432) | |
- Other (2) | | 692 | | | (3,819) | |
Changes in working capital related to operating activities | | 22,088 | | | 18,926 | |
- (Increase) / Decrease in trade receivables | | 164,120 | | | 92,738 | |
- Increase / (Decrease) in trade payables | | (145,011) | | | (49,672) | |
- (Increase) / Decrease in other current assets | | (13,594) | | | (18,947) | |
- Increase/ (Decrease) in other current liabilities | | 16,666 | | | (3,182) | |
- Change in operating lease liabilities and right of use assets | | (93) | | | (2,011) | |
| | | | |
Cash from operating activities | | 41,964 | | | 74,930 | |
Acquisition of intangible assets, property, plant and equipment | | (37,195) | | | (10,857) | |
Change in accounts payable related to intangible assets, property, plant and equipment | | 3,976 | | | 5,293 | |
Payment for business, net of cash acquired | | (6,500) | | | — | |
Proceeds from disposition of investments | | 9,625 | | | — | |
| | | | |
Change in other non-current financial assets | | (6,008) | | | 22,489 | |
Cash (used for) from investing activities | | (36,102) | | | 16,925 | |
Proceeds from borrowings under line-of-credit agreement | | — | | | 78,513 | |
Repayment of borrowings | | — | | | (78,513) | |
Proceeds from exercise of stock options | | 1,266 | | | 271 | |
Repurchase of treasury stocks | | (51,030) | | | (8,304) | |
Change in other financial liabilities | | — | | | 6,666 | |
Cash payment for contingent consideration | | (22,025) | | | — | |
Other (2) | | (428) | | | — | |
Cash used for financing activities | | (72,217) | | | (1,367) | |
Effect of exchange rates changes on cash and cash equivalents | | (1,182) | | | (16,673) | |
Net increase (decrease) in cash and cash equivalents | | (67,537) | | | 73,815 | |
Net cash and cash equivalents at beginning of period | | 448,200 | | | 515,527 | |
Net cash and cash equivalents and restricted cash at end of period | | $ | 380,663 | | | $ | 589,342 | |
| | | | |
Supplemental disclosures of cash flow information | | | | |
Cash paid for taxes, net of refunds | | (7,900) | | | (7,978) | |
Cash paid for interest | | (616) | | | (365) | |
(1) Of which $24.7 million and $9.0 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the three months ended March, 2023 and 2022, respectively.
(2) Primarily consists of realized gains in FX hedges for the three months ended March 2022.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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".
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, 2021,2022, filed with the SEC on February 25, 2022.24, 2023. 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) gross vs net assessment in 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)(4) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6)(5) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7)leases, (6) assumptions used in the valuation model to determine the fair value of share-based compensation plan.plan, and (7) assumptions surrounding the recognition and valuation of contingent liabilities and losses.
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, 2021.2022.
Accounting Pronouncements Adopted in 20222023
Effective January 1, 2022, we haveNo standards were adopted in 2023 which had an impact on 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'sCompany'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.
Note 2. Business acquisitions
Iponweb
On August 1, 2022, the Company, Iponweb Holding Limited, Exezars Limited (a subsidiary of Iponweb Holding Limited and collectively with Iponweb Holding Limited, the “Sellers”), Mr. Ljubisa Bogunovic, in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii, founder and Chief Executive Officer of Iponweb Holding Limited (the “Founder”) entered into an amended and restated Framework Purchase Agreement (the “FPA”), amending and restating the previously disclosed framework purchase agreement, dated December 22, 2021, which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities, by the Company (the “Iponweb Acquisition”).
This business combination is composed of an asset purchase of Iponweb intellectual property and other intangible rights and a share purchase of 100% of the share capital and voting rights of nine Iponweb operational legal entities.
Purchase price. The purchase price, as per ASC 805, was $290.2 million for the Iponweb business, out of which $61.2 million represents the fair value of the contingent consideration. This contingent consideration is payable in cash to the Sellers in an amount up to $100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.
Separate compensation arrangement. The Company transferred Treasury shares with a fair value of $70.2 million to Iponweb's Sellers, subject to lock-up conditions. As these shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, the $70.2 million fair value was not included in the purchase price consideration above and will be accounted for separately from the business combination as a stock compensation expense. See Note 11 for further discussion.
Financing. The acquisition was financed by available cash resources, and in connection with the Acquisition, the Company drew down €50.0 million ($51.1 million) for a one-month period on its then-current revolving credit facility (repaid prior to quarter end) to provide additional liquidity.
Assets acquired and liabilities assumed. The transaction was accounted for as a business acquisition. The purchase price allocation has been completed.
On the Acquisition Date, assets acquired and liabilities assumed by major asset class before purchase price allocationare as follow:
| | | | | | | | |
| | Estimated fair values |
| | (in millions) |
Cash and cash equivalents | | $ | 93.3 | |
Trade receivables | | 100.7 | |
Other current assets | | 1.1 | |
Technology | | 90.2 | |
Customer relationships | | 7.2 | |
Other non-current assets | | 59.0 | |
Trade Payables | | (191.5) | |
Other current liabilities | | (3.1) | |
Other non-current liabilities | | (54.3) | |
Net assets acquired | | $ | 102.6 | |
Developed technology represents the estimated fair value of the features underlying the Iponweb products as well as the platform providing services to Iponweb customers. Customer relationships represent the estimated fair value of the underlying relationships with Iponweb customers, including the fair value of unbilled and unrecognized contracts yet to be fulfilled. The estimated useful lives of technologies acquired and customer relationships are four and nine years, respectively.
In theIponweb business's opening balance sheet, Criteo recognized a $17.6 million liability related to the Iponweb business's uncertain tax positions in accordance with ASC 740. The Company also recognized a $33.7 million provision in connection with the Iponweb business, accounted for under ASC 450 Contingencies. As part of the Acquisition, the Sellers agreed to indemnify Criteo for losses related to certain liabilities, up to an amount of $50.0 million. As such, we have recognized an indemnification asset of $50.0 million which is recorded as part of "Other non-current assets" on the consolidated statement of financial position.
Goodwill. The Company has completed the valuation of assets acquired and liabilities assumed as part of the Iponweb Acquisition, based on facts and circumstances that existed as of the Acquisition Date. The excess of the purchase price over the fair value of net assets acquired has been allocated to goodwill. The goodwill of $187.6 million is primarily attributable to synergies expected to be realized from leveraging our technological capabilities and from the existence of an assembled workforce.
Acquisition costs. Acquisition related costs of $12.58 million were recorded within general and administrative expenses on the consolidated statements of comprehensive income for the twelve months ended December 31, 2022. In the period ending March 31, 2023, we did not record any acquisition related costs.
Impact on profit and loss. The Company's consolidated statements of operations for the three months ended March 31, 2023 include Iponweb's revenues of $25.1 million and pretax income (loss) of $2.4 million.
On a pro-forma basis, assuming the Acquisition occurred on January 1, 2021, Criteo's consolidated pro-forma revenue and net income or loss would have been as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Pro Forma Consolidated Statement of Operations Data |
| | | | Three Months Ended |
| | | | | | March 31, 2023 | | March 31, 2022 |
| | | | | (in thousands) |
Revenue | | | | | | $ | 445,016 | | | $ | 563,397 | |
Net Income (loss) | | | | | | (12,071) | | | 16,722 | |
The historical consolidated financial information has been adjusted in the pro forma combined financial statements to give the effect to pro forma events that are directly attributable to the business combination and are reasonably estimable. The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning the Company's fiscal year 2021.
Brandcrush
On February 28, 2023 we completed the acquisition of all of the outstanding shares of Brandcrush Inc. ("Brandcrush"). The purchase price for the acquisition of shares was $7.1 million. The acquisition was financed by available cash resources. The transaction has been accounted for as a business combination under the acquisition method of accounting. A preliminary valuation of the fair value of Brandcrush’s assets acquired was performed as of February 28, 2023, resulting in the identification of technology of $3.5 million. Provisional goodwill amounted to $5.0 million, subject to post-closing purchase price adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $0.4 million were fully expensed as incurred.
Note 2.3. 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. The Company reports its results of operations through the following three segments: Marketing Solutions, Retail Media and Retail Media.Iponweb.
Criteo's –Marketing SolutionsSolutions: This 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 MediaMedia: This 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.
–Iponweb: This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.
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 | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | March 31, 2023 | | March 31, 2022 |
| | (in thousands) | | | (in thousands) |
Marketing Solutions | Marketing Solutions | $ | 440,423 | | | 487,465 | | | $ | 904,311 | | | 970,655 | | Marketing Solutions | | $ | 381,907 | | | 463,888 | |
Retail Media | Retail Media | 54,667 | | | 63,846 | | | 101,346 | | | 121,733 | | Retail Media | | 38,021 | | | 46,679 | |
Iponweb | | Iponweb | | 25,088 | | | — | |
Total Revenue | Total Revenue | $ | 495,090 | | | $ | 551,311 | | | $ | 1,005,657 | | | $ | 1,092,388 | | Total Revenue | | $ | 445,016 | | | $ | 510,567 | |
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 | |
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | March 31, 2023 | | March 31, 2022 |
| | | | | (in thousands) |
Contribution ex-TAC | | | | | | | |
Marketing Solutions | | | | | $ | 158,178 | | | $ | 186,088 | |
Retail Media | | | | | 37,352 | | | 30,829 | |
Iponweb | | | | | 25,088 | | | — | |
| | | | | $ | 220,618 | | | $ | 216,917 | |
| | | | | | | |
Other costs of sales | | | | | (39,109) | | | (32,893) | |
Gross profit | | | | | $ | 181,509 | | | $ | 184,024 | |
Operating expenses | | | | | | | |
Research and development expenses | | | | | (63,590) | | | (34,027) | |
Sales and operations expenses | | | | | (101,242) | | | (88,999) | |
General and administrative expenses | | | | | (40,170) | | | (33,336) | |
Total Operating expenses | | | | | (205,002) | | | (156,362) | |
| | | | | | | |
Income (loss) from operations | | | | | $ | (23,493) | | | $ | 27,662 | |
Financial and Other Income | | | | | 6,827 | | | 4,030 | |
Income (loss) before tax | | | | | $ | (16,666) | | | $ | 31,692 | |
The Company's chief operating decision maker, or CODM, does not review any other financial information for our 2three segments, other than Contribution ex-TAC, at the reportable segment level.
Note 4. Cash, Cash Equivalents, Marketable Securities and Restricted Cash
Fair Value Measurements
| | | | | | | | | | | | | | |
| | As of March 31, 2023 |
| | Cash and Cash Equivalent | | Marketable Securities |
| | (in thousands) |
Cash | | 228,055 | | | $ | — | |
Level 2 | | | | |
Term deposits and notes | | 77,607 | | | 32,043 | |
Total | | $ | 305,662 | | | $ | 32,043 | |
| | | | | | | | | | | | | | |
| | As of December 31, 2022 |
| | Cash and Cash Equivalent | | Marketable Securities |
| | (in thousands) |
Cash | | 282,293 | | | $ | — | |
Level 2 | | | | |
Term deposits and notes | | 65,907 | | | 25,098 | |
Total | | $ | 348,200 | | | $ | 25,098 | |
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.
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, theThe fair value of term deposits approximates thetheir carrying amount given the nature of the cashinvestments, its maturities and cash equivalents and the maturity of the expected future cash flows.
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 | | March 31, 2023 | | December 31, 2022 |
| | | (in thousands) | | (in thousands) |
Securities Available-for-sale | | |
Term Deposits | | $ | — | | | $ | 22,652 | | |
| Securities Held-to-maturity | Securities Held-to-maturity | | Securities Held-to-maturity | |
Term Deposits | Term Deposits | | $ | 10,000 | | | $ | 32,647 | | Term Deposits | | $ | 32,043 | | | $ | 25,098 | |
Total | Total | | $ | 10,000 | | | $ | 55,299 | | Total | | $ | 32,043 | | | $ | 25,098 | |
The gross unrealized gains on our marketable securities were not material as of June 30, 2022.March 31, 2023.
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, 2022March 31, 2023 |
| | | | |
| | (in thousands) |
Due in one year | | $ | 10,00021,168 | | | $ | — | |
Due in one to five years | | $ | —10,875 | | | $ | — | |
Total | | $ | 10,00032,043 | | | $ | — | |
Restricted Cash
As part of the Iponweb Acquisition, we had deposited $100.0 million of cash into an escrow account containing withdrawal conditions. The cash secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. We have paid the contingent consideration of $22.0 million for the 2022 fiscal year in the quarter ended March 31, 2023.
| | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 | | | | | |
| | | | | | | | | |
| | (in thousands) | | | | | |
| | | | | | | | | |
Restricted cash – current | | $ | 75,001 | | | $ | 25,000 | | | | | | |
Restricted cash – non-current | | $ | — | | | $ | 75,000 | | | | | | |
Total | | $ | 75,001 | | | $ | 100,000 | | | | | | |
Note 4.5. 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.
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| | | |
| (in thousands) |
Trade accounts receivables | $ | 596,368 | | | $ | 756,741 | |
(Less) Allowance for credit losses | (50,528) | | | (47,792) | |
Net book value at end of period | $ | 545,840 | | | $ | 708,949 | |
Note 5.6. 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 | | March 31, 2023 | | December 31, 2022 |
| | | (in thousands) | | (in thousands) |
Prepayments to suppliers | Prepayments to suppliers | $ | 8,231 | | | $ | 9,640 | | Prepayments to suppliers | $ | 11,910 | | | $ | 12,421 | |
Other debtors | Other debtors | 2,224 | | | 9,259 | | Other debtors | 10,806 | | | 6,768 | |
Prepaid expenses | Prepaid expenses | 26,127 | | | 15,283 | | Prepaid expenses | 32,417 | | | 24,549 | |
Derivative instruments | 2,658 | | | — | | |
Other current assets | | Other current assets | 2,983 | | | 8,128 | |
| Net book value at end of period | Net book value at end of period | $ | 39,240 | | | $ | 34,182 | | Net book value at end of period | $ | 58,116 | | | $ | 51,866 | |
Prepaid expenses mainly consist of cash paidamounts related to SaaS arrangements.
Note 6.7. Other Current and Non-Current Liabilities
Other current liabilities are presented in the following table:
| | | June 30, 2022 | | December 31, 2021 | | March 31, 2023 | | December 31, 2022 |
| | | (in thousands) | | (in thousands) |
Current liabilities to clients | $ | 16,978 | | | $ | 16,423 | | |
Customer prepayments | | Customer prepayments | $ | 13,196 | | | $ | 16,334 | |
Rebates | Rebates | 15,091 | | | 17,423 | | Rebates | 16,871 | | | 17,671 | |
Accounts payable relating to capital expenditures | Accounts payable relating to capital expenditures | 9,501 | | | 4,507 | | Accounts payable relating to capital expenditures | 28,978 | | | 25,414 | |
Other creditors | Other creditors | 2,136 | | | 1,088 | | Other creditors | 4,846 | | | 2,388 | |
Deferred revenue | Deferred revenue | 684 | | | 82 | | Deferred revenue | 27 | | | $ | 10 | |
Earn out liability – current | | Earn out liability – current | 45,449 | | | $ | 21,640 | |
Total | Total | $ | 44,390 | | | $ | 39,523 | | Total | $ | 109,367 | | | $ | 83,457 | |
Other non-current liabilities are presented in the following table:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| | | |
| (in thousands) |
Earn out liability – non-current | $ | — | | | $ | 44,696 | |
Uncertain tax positions | 18,055 | | | 17,980 | |
Other | 8,230 | | | 6,550 | |
Total | $ | 26,285 | | | $ | 69,226 | |
Earn out liability
As part of the Iponweb Acquisition , the Sellers are entitled to contingent consideration of a maximum of $100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. The related earn out liability is valued and discounted using management's best estimate of the consideration that will be paid in 2024 (current portion). The contingent consideration for fiscal year 2022 of $22.0 million has been paid in the period ended March 31, 2023.
Uncertain tax positions
Other non-current liabilities also include approximately $18 million related to uncertain tax positions as of March 31, 2023. These uncertain tax positions are related to the Iponweb Acquisition.
Note 7.8. 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 | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | Offices | | Data Centers | | Total | | Offices | | Data Centers | | Total | | Offices | | Data Centers | | Total | | Offices | | Data Centers | | Total |
| | (in thousands) | | (in thousands) |
Lease expense | Lease expense | $ | 8,752 | | | $ | 10,236 | | | $ | 18,988 | | | $ | 13,417 | | | $ | 12,858 | | | $ | 26,275 | | Lease expense | $ | 3,704 | | | $ | 5,576 | | | $ | 9,280 | | | $ | 4,409 | | | $ | 5,207 | | | $ | 9,616 | |
Short term lease expense | Short term lease expense | 355 | | | 5 | | | 360 | | | 201 | | | 14 | | | 215 | | Short term lease expense | 142 | | | 9 | | | 151 | | | 151 | | | 3 | | | 154 | |
Variable lease expense | Variable lease expense | 75 | | | 91 | | | 166 | | | 244 | | | 202 | | | 446 | | Variable lease expense | 89 | | | 4 | | | 93 | | | 50 | | | 5 | | | 55 | |
Sublease income | Sublease income | (435) | | | 0 | | (435) | | | (476) | | | — | | | (476) | | Sublease income | (229) | | | — | | | (229) | | | (172) | | | (172) | |
Total operating lease expense | Total operating lease expense | $ | 8,747 | | | $ | 10,332 | | | $ | 19,079 | | | $ | 13,386 | | | $ | 13,074 | | | $ | 26,460 | | Total operating lease expense | $ | 3,706 | | | $ | 5,589 | | | $ | 9,295 | | | $ | 4,438 | | | $ | 5,215 | | | $ | 9,653 | |
As of June 30, 2022,March 31, 2023, 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 | | | |
| | | | | | | | | | | | | |
| | Offices | Data Centers |
| | (in thousands) |
Additional operating lease liabilities | | $ | 1,081 | | $ | 26,954 | | | |
Additional right of use assets | | $ | 1,081 | | $ | 26,954 | | | |
These operating leases will commence during the fiscal yearyears ending December 31, 20222023, 2024 and December 31, 2023.2025, respectively.
Note 8.9. 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, 20212022 | $ | 5,531 | |
Service cost | 5391,756 | |
Interest cost | 3773 | |
Actuarial losses (gains) | (2,535)(3,311) | |
| |
Currency translation adjustment | (359)(341) | |
Projected benefit obligation present value at June 30,December 31, 2022 | $ | 3,2133,708 | |
Service cost | 176 | |
Interest cost | 41 | |
Actuarial losses (gains) | 136 | |
Currency translation adjustment | 77 | |
Projected benefit obligation present value at March 31, 2023 | $ | 4,138 | |
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 | | Three Months Ended | | Year ended |
| | June 30, 2022 | | December 31, 2021 | | March 31, 2023 | | December 31, 2022 |
Discount rate (Corp AA) | Discount rate (Corp AA) | 3.75% | | 1.40% | Discount rate (Corp AA) | 4.10% | | 4.25% |
Expected rate of salary increase | Expected rate of salary increase | 5% | | 5% | Expected rate of salary increase | 5% | | 5% |
Expected rate of social charges | Expected rate of social charges | 49% - 50% | | 49% - 50% | Expected rate of social charges | 48% | | 48% |
Expected staff turnover | Expected staff turnover | —% - 17.8% | | —% - 17.8% | Expected staff turnover | 0% - 17.8% | | 0% - 17.8% |
Estimated retirement age | Estimated retirement age | Progressive table | | Progressive table | Estimated retirement age | Progressive table | | Progressive table |
Life table | Life table | TH-TF 2000-2002 shifted | | TH-TF 2000-2002 shifted | Life table | TH-TF 2000-2002 shifted | | TH-TF 2000-2002 shifted |
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) | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | | | March 31, 2023 | | March 31, 2022 | | | | |
| | | | (in thousands) |
Defined contributions plans included in personnel expenses | | | | $ | (4,078) | | | $ | (3,858) | | | | | |
Note 9.10. 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 | | Iponweb | | Total |
For the three months ended | (in thousands) |
| | | | | | | |
March 31, 2023 | $ | 381,907 | | | $ | 38,021 | | | $ | 25,088 | | | $ | 445,016 | |
March 31, 2022 | $ | 463,888 | | | $ | 46,679 | | | $ | — | | | $ | 510,567 | |
| | | | | | | | | | | | | | | | | |
| 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 | |
Note 10.11. Share-Based Compensation
Equity awards Compensation Expense
Criteo's board
Equity awards compensation expense recorded in the consolidated statements of directors ("board of directors") has been authorized by the general meetingoperations was as follows:
| | | | | | | | | | | | |
| Three Months Ended |
| 2023 | | 2022 | |
| (in thousands) |
Research and Development | (16,172) | | | (3,968) | | |
Sales and Operations | (4,045) | | | (2,566) | | |
General and Administrative | (4,951) | | | (2,955) | | |
Total equity awards compensation expense | (25,168) | | | (9,489) | | |
Tax benefit from equity awards compensation expense | 1,700 | | | 1,215 | | |
Total equity awards compensation expense, net of tax effect | $ | (23,468) | | | $ | (8,274) | | |
The breakdown of the shareholdersequity award compensation expense by instrument type was as follows:
| | | | | | | | | | | | |
| Three Months Ended |
| 2023 | | 2022 | |
| (in thousands) |
Share options | (38) | | | (58) | | |
Lock-up shares | (10,591) | | | — | | |
Restricted stock units / Performance stock units | (14,079) | | | (8,983) | | |
Non-employee warrants | (460) | | | (448) | | |
Total equity awards compensation expense | (25,168) | | | (9,489) | | |
Tax benefit from equity awards compensation expense | 1,700 | | | 1,215 | | |
Total equity awards compensation expense, net of tax effect | $ | (23,468) | | | $ | (8,274) | | |
A detailed description of each instrument type is provided below.
Share Options
Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.
In the following tables, exercise prices, grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"),date share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") fair values and non-employee warrants (fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.
| | | | | | | | | | | | | | | | | | | | | | | |
| Options Outstanding |
Number of Shares Underlying Outstanding Options | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value |
| | |
Outstanding - December 31, 2022 | 372,329 | | | | | | | |
Options granted | — | | | | | | | |
Options exercised | (12,363) | | | | | | | |
Options forfeited | (400) | | | | | | | |
Options canceled | — | | | | | | | |
Options expired | (300) | | | | | | | |
Outstanding - March 31, 2023 | 359,266 | | | € | 20.65 | | | 4.49 | | € | 16.25 | |
| | | | | | | |
Vested and exercisable - March 31, 2023 | 288,866 | | | | | | | |
Bons de Souscription d'Actions or "BSAs")
DuringThe aggregate intrinsic value represents the three months ended June 30,difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending March 31, 2023. As of March 31, 2023, unrecognized stock-based compensation $0.1 million related to unvested stock options will be recognized on a straight-line basis over a weighted average period of 1 year.
Lock up shares
On August 1, 2022, there was2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS", see Note 2), as partial consideration for the Iponweb Acquisition. As these shares are subject to a lock-up period that expires in three installments on each of the first 1 grant othreef RSUs anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the Employee Share Option Plan 14pendency of such lock-up period, they are considered as defined in Note 20 to our audited consolidated financial statementsequity settled share-based payments under ASC 718 and are accounted over the three-year vesting period. The share based compensation expense is included in our Annual ReportResearch and Development expenses on Form 10-K for the year ended December 31, 2021.Consolidated Statement of Income. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.
On February 24, 2022, 348,133 RSUs were granted | | | | | | | | | | | |
| Shares | | Weighted-Average Grant date Fair Value Per Share |
|
|
Outstanding as of December 31, 2022 | 2,960,243 | | | — | |
Granted | — | | | — | |
Vested | — | | | — | |
Forfeited | — | | | — | |
Outstanding as of March 31, 2023 | 2,960,243 | | | $ | 23.94 | |
At March 31, 2023, the Company had unrecognized stock-based compensation relating to Criteo employees subjectrestricted stock of approximately $45.3 million, which is expected to continued employment and 384,277 PSUs were granted to membersbe recognized over a period of 3 years starting from 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 membersgrant date 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,August 1, 2022.
Change in number of outstanding BSPCERestricted Stock Units / 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 | |
Performance Stock Units
BreakdownRestricted stock awards generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date.
In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.
| | | | | | | | | | | |
| Shares (RSU) | | Weighted-Average Grant date Fair Value Per Share |
|
|
Outstanding as of December 31, 2022 | 5,349,955 | | | — | |
Granted | 497,821 | | | — | |
Vested | (273,456) | | | — | |
Forfeited | (196,070) | | | — | |
Outstanding as of March 31, 2023 | 5,378,250 | | | € | 25.69 | |
At March 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $81.1 million, which is expected to be recognized over a weighted-average period of 3.15 years.
| | | | | | | | | | | |
| Shares (PSU) | | Weighted-Average Grant date Fair Value Per Share |
|
|
Outstanding as of December 31, 2022 | 522,467 | | | — | |
Granted | 356,402 | | | — | |
Vested | (118,161) | | | — | |
Forfeited | — | | | — | |
Outstanding as of March 31, 2023 | 760,708 | | | € | 27.20 | |
At March 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $16.2 million, which is expected to be recognized over a weighted-average period of 3.56 years.
Non-employee warrants
Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Weighted-Average Grant date Fair Value Per Share | | Weighted-Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value |
| | |
| | |
Outstanding - December 31, 2022 | 302,775 | | | | | | | |
Granted | — | | | | | | | |
Exercised | (52,223) | | | | | | | |
Canceled | — | | | | | | | |
Expired | — | | | | | | | |
Outstanding - March 31, 2023 | 250,552 | | | € | 17.65 | | | 5.27 | | € | 19.25 | |
| | | | | | | |
Vested and exercisable - March 31, 2023 | 230,737 | | | | | | | |
The aggregate intrinsic value represents the difference between the exercise price 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 |
non-employee warrants and the fair market value of common stock on the date of exercise. No new stock non-employee warrants were granted in the period ending March 31, 2023. As of March 31, 2023, the instruments were fully vested.
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) | |
Note 11.12. Financial and Other Income and Expenses
The condensed consolidated statements of income line item “Financial and Other 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) | |
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | March 31, 2023 | | March 31, 2022 |
| | | | (in thousands) |
| | | | | | | |
Financial income from cash equivalents | | | | | $ | 1,063 | | | $ | 133 | |
Interest and fees | | | | | (486) | | | (547) | |
| | | | | | | |
| | | | | | | |
Foreign exchange gains (losses) | | | | | (1,949) | | | 4,463 | |
Other financial income (expense) | | | | | 8,199 | | | (19) | |
Total Financial and Other income (expense) | | | | | $ | 6,827 | | | $ | 4,030 | |
The $16.4 million financial and other income and the $20.4$6.8 million financial and other income for the three months and six months ended June 30, 2022 respectively,March 31, 2023, were driven by the recognition of a positivenegative 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.
financing, fully offset by the proceeds from disposal of non consolidated investments.
At June 30, 2022,March 31, 2023, 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.
Note 12.13. 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 “Provisionfollowing table presents provision for income taxes” can be broken down as follows:taxes:
| | | | | | | | | | | |
| 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) | |
| | | | | | | | | | | |
| Three Months Ended |
| March 31, 2023 | | March 31, 2022 |
| (in thousands) |
Provision for income tax expense (benefit) | $ | (4,595) | | | $ | 10,414 | |
For the sixthree months ended June 30,March 31, 2023 and March 31, 2022, provision for incomes taxes is $(4.6) million and June 30, 2021, we used an annual estimated$10.4 million, respectively. The $(4.6) million tax rate of 39% and 27%, respectively, to calculatebenefit was driven by the loss from operations. The three months ended March 31, 2023 provision for income taxes. The increase in 2022 wastaxes mainly driven bydiffers from the impactnominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the accrual booked for the loss contingency related to the CNIL matter as describedtechnology royalties income in Note 14.
Current tax assets and liabilitiesFrance.
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.
Note 13.14. Earnings Per Share
Basic Earnings Per Share
We calculate basic earnings per share by dividing the net income (loss)or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
| | | Three Months Ended | | Six Months Ended | | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | March 31, 2023 | | March 31, 2022 |
Net income (loss) attributable to shareholders of Criteo S.A. | Net income (loss) attributable to shareholders of Criteo S.A. | | $ | (33,614) | | | $ | 14,804 | | | $ | (13,027) | | | $ | 37,210 | | Net income (loss) attributable to shareholders of Criteo S.A. | | | $ | (11,809) | | | $ | 20,587 | |
Weighted average number of shares outstanding | Weighted average number of shares outstanding | | 60,240,344 | | | 60,663,301 | | | 60,488,429 | | | 60,702,780 | | Weighted average number of shares outstanding | | | 56,256,082 | | | 60,738,299 | |
Basic earnings (loss) per share | | $ | (0.56) | | | $ | 0.24 | | | $ | (0.22) | | | $ | 0.61 | | |
Basic earnings per share | | Basic earnings per share | | | $ | (0.21) | | | $ | 0.34 | |
Diluted Earnings Per Share
We calculate diluted earnings per share by dividing the net income (loss)or 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 (refer to Note 10)11). There were no other potentially dilutive instruments outstanding as of June 30, 2022March 31, 2023 and June 30, 2021.March 31, 2022. 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 | | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | March 31, 2023 | | March 31, 2022 |
Net income (loss) attributable to shareholders of Criteo S.A. | Net income (loss) attributable to shareholders of Criteo S.A. | | $ | (33,614) | | | $ | 14,804 | | | $ | (13,027) | | | $ | 37,210 | | Net income (loss) attributable to shareholders of Criteo S.A. | | | $ | (11,809) | | | $ | 20,587 | |
Weighted average number of shares outstanding of Criteo S.A. | Weighted average number of shares outstanding of Criteo S.A. | | 60,240,344 | | | 60,663,301 | | | 60,488,429 | | | 60,702,780 | | Weighted average number of shares outstanding of Criteo S.A. | | | 56,256,082 | | | 60,738,299 | |
Dilutive effect of : | Dilutive effect of : | | Dilutive effect of : | | |
Restricted share awards ("RSUs") | Restricted share awards ("RSUs") | | 1,899,561 | | | 3,384,757 | | | 2,245,545 | | | 3,178,570 | | Restricted share awards ("RSUs") | | | 4,062,752 | | | 2,591,530 | |
Share options and BSPCE | Share options and BSPCE | | 87,920 | | | 495,536 | | | 133,506 | | | 395,803 | | Share options and BSPCE | | | 118,146 | | | 179,089 | |
Share warrants | Share warrants | | 75,845 | | | 121,618 | | | 90,238 | | | 94,450 | | Share warrants | | | 57,847 | | | 104,632 | |
Weighted average number of shares outstanding used to determine diluted earnings per share | 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 | | Weighted average number of shares outstanding used to determine diluted earnings per share | | | 60,494,827 | | | 63,613,550 | |
Diluted earnings (loss) per share | | $ | (0.54) | | | $ | 0.23 | | | $ | (0.21) | | | $ | 0.58 | | |
Diluted earnings per share | | Diluted earnings per share | | | $ | (0.20) | | | $ | 0.32 | |
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:
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2023 | | March 31, 2022 |
| | | | | | | | |
Restricted share awards | | | | | | 497,821 | | | 58,840 | |
Share options and BSPCE | | | | | | — | | | — | |
| | | | | | | | |
Weighted average number of anti-dilutive securities excluded from diluted earnings per share | | | | | | 497,821 | | | 58,840 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 14.15. Commitments and contingencies
CommitmentsContingencies
Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an RCF with a syndicateadverse impact on us because of banks which allows us to draw up to €294.0 million ($305.4 million).
We are also party to short-term credit linesdefense and overdraft facilities with HSBC plc, BNP Paribassettlement costs, diversion of management resources 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 estimatesother factors.
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, inIn 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)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").
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 ($65.465.3 million). Under.Under the CNIL sanction procedures, Criteo hashad the right to respond in writing to the report, both with respect to the GDPR findings and the value of the sanction, and did so, following which there will be a formal hearing before the CNIL Sanction Committee.Committee occured on March 16, 2023, with both Criteo and the rapporteur presenting their respective positions. The CNIL Sanction Committee will thenis expected to 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. AnyA final decision, on resolution andincluding regarding potential financial penalties, wouldwill likely not occur until 2023.by mid-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 ($65.465.3 million), we have accounted for the proposed penalty as a provision for a loss contingency, which is reflected in our financial statements, as a current liability, for the period ended as of June 30, 2022 as general and administrative expenses.March 31, 2023. Such amount could be lower or higher based on the final resolution and merits of the claims made in the report.
Non income tax risks
We have recorded a $33.2 million provision related to certain non income tax items accounted for under "ASC 450 Contingencies". These risks were identified and recognized as part of the Iponweb Acquisition. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the FPA. The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.
Note 15.16. Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following 3three 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 incorporationcampaigns or of the Parent, amounted to $29.3 million and $39.1 million for the three months ended June 30, 2022 and 2021, respectively.retailers.
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Americas | | EMEA | | Asia-Pacific | | Total |
For the three months ended: | (in thousands) |
| | | | | | | |
March 31, 2023 | $ | 188,288 | | | $ | 160,214 | | | $ | 96,514 | | | $ | 445,016 | |
March 31, 2022 | $ | 194,847 | | | $ | 193,954 | | | $ | 121,766 | | | $ | 510,567 | |
Revenue generated in France amounted to $60.1$23.3 million and $76.9$30.8 million for the sixthree months ended June 30,March 31, 2023 and March 31, 2022 and June 30, 2021, respectively.
Revenue generated in other significant countries where we operate is presented in the following table:
| | | Three Months Ended | | Six Months Ended | | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | March 31, 2023 | | March 31, 2022 |
| | (in thousands) | | | (in thousands) |
| Americas | Americas | | Americas | | |
United States | United States | | $ | 190,018 | | | $ | 196,579 | | | $ | 361,882 | | | $ | 380,663 | | United States | | | $ | 169,591 | | | $ | 171,864 | |
EMEA | EMEA | | EMEA | | |
Germany | Germany | | $ | 48,639 | | | $ | 53,051 | | | $ | 104,094 | | | $ | 106,647 | | Germany | | | $ | 45,782 | | | $ | 55,455 | |
United Kingdom | | $ | 18,006 | | | $ | 22,112 | | | $ | 36,653 | | | $ | 45,404 | | |
France | | France | | | $ | 23,298 | | | $ | 30,781 | |
Asia-Pacific | Asia-Pacific | | Asia-Pacific | | |
Japan | Japan | | $ | 61,844 | | | $ | 74,791 | | | $ | 139,819 | | | $ | 159,003 | | Japan | | | $ | 59,692 | | | $ | 77,975 | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Americas | | EMEA | | Asia-Pacific | | Total |
(in thousands) | | |
| | | | | | | | |
March 31, 2023 | | $ | 91,766 | | | $ | 209,760 | | | $ | 24,562 | | | $ | 326,088 | |
December 31, 2022 | | $ | 92,952 | | | $ | 193,007 | | | $ | 21,231 | | | $ | 307,190 | |
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.
Note 17. Subsequent Events
CNIL Investigation
In connection withThe Company evaluated all subsequent events that occurred after March 31, 2023 through 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 Companydate 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.
Completionissuance of the Acquisition of IPONWEB
On August 1, 2022, the Company, IPONWEB Holding Limited (“IPONWEB”), Exezars Limited (a subsidiary of IPONWEBunaudited condensed consolidated financial statements 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 certaindetermined there are no significant events that require 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.or disclosure.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed with the Securities and Exchange Commission, or "SEC", on February 25, 2022.24, 2023.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report filed on Form 10-K for the year ended December 31, 2021.2022.
Recently Issued Pronouncements
See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2022.2023.
Use of Non-GAAP Financial Measures
This Form 10-Q includesAs required by the following financial measures defined asrules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures bycontained in this document to the SEC: Contribution ex-TAC, Adjusted EBITDA and Adjusted Net Income. Thesemost directly comparable measures under GAAP, which are not calculatedset forth in accordance with U.S. GAAP.the financial tables below.
Reconciliation of Contribution ex-TAC isto Gross Profit
We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs ("TAC") from revenue and reconciled to gross profit through the exclusion of other costcosts of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can be useful for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring related and transformation costs and certain other non-recurring items impacting net income (loss). Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring related and transformation costs, and certain other non-recurring items impacting net income (loss). Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs, certain other non-recurring items impacting net income (loss), and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs, certain other non-recurring items impacting net income (loss), and the tax impact of these adjustments, Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Please refer to the supplemental financial tables provided for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, and Adjusted Net Income to net income in each case, the most comparable U.S. GAAP measurement. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (2) other companies may report Contribution ex-TAC, Adjusted EBITDA, Adjusted Net Income, or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.
Condensed Consolidated Statements of Income Data (Unaudited):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in thousands, except share and per share data) |
| | | | | | | | |
Revenue | | $ | 495,090 | | | $ | 551,311 | | | $ | 1,005,657 | | | $ | 1,092,388 | |
| | | | | | | | |
Cost of revenue (1) | | | | | | | | |
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 (1) | | (41,496) | | | (41,915) | | | (75,523) | | | (73,612) | |
Sales and operations expenses (1) | | (99,313) | | | (80,751) | | | (188,312) | | | (160,105) | |
General and administrative expenses (1) | | (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 taxes | | (40,094) | | | 19,210 | | | (8,402) | | | 52,711 | |
Provision for income taxes | | 7,121 | | | (4,181) | | | (3,293) | | | (14,232) | |
Net income | | $ | (32,973) | | | $ | 15,029 | | | $ | (11,695) | | | $ | 38,479 | |
Net income available to shareholders of Criteo S.A. | | $ | (33,614) | | | $ | 14,804 | | | $ | (13,027) | | | $ | 37,210 | |
| | | | | | | | |
| | | | | | | | |
Net income allocated to shareholders per share: | | | | | | | | |
Basic | | $ | (0.56) | | | $ | 0.24 | | | $ | (0.22) | | | $ | 0.61 | |
Diluted | | $ | (0.54) | | | $ | 0.23 | | | $ | (0.21) | | | $ | 0.58 | |
| | | | | | | | |
Weighted average shares outstanding used in computing per share amounts: | | | | | | | | |
Basic | | 60,240,344 | | | 60,663,301 | | | 60,488,429 | | | 60,702,780 | |
Diluted | | 62,303,670 | | | 64,665,212 | | | 62,957,718 | | | 64,371,603 | |
(1)Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense, restructuring related and transformation costs, and acquisition-related costs:
Detailed Information on Selected Items (unaudited):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in thousands) |
Equity awards compensation expense | | | | | | | | |
Research and development expenses | | $ | 5,578 | | | $ | 4,218 | | | $ | 9,545 | | | $ | 6,714 | |
Sales and operations expenses | | 2,550 | | | 3,636 | | | 5,118 | | | 6,005 | |
General and administrative expenses | | 3,892 | | | 3,815 | | | 6,847 | | | 6,832 | |
Total equity awards compensation expense | | $ | 12,020 | | | $ | 11,669 | | | $ | 21,510 | | | $ | 19,551 | |
| | | | | | | | |
Pension service costs | | | | | | | | |
Research and development expenses | | 136 | | | 175 | | | 278 | | | 350 | |
Sales and operations expenses | | 39 | | | 53 | | | 79 | | | 106 | |
General and administrative expenses | | 89 | | | 109 | | | 182 | | | 219 | |
Total pension service costs (a) | | $ | 264 | | | $ | 337 | | | $ | 539 | | | $ | 675 | |
| | | | | | | | |
Depreciation and amortization expense | | | | | | | | |
Cost of revenue (data center equipment) | | 12,625 | | | 15,744 | | | 27,257 | | | 30,988 | |
Research and development expenses (b) | | 3,181 | | | 2,207 | | | 6,474 | | | 3,960 | |
Sales and operations expenses (c) | | 3,729 | | | 3,702 | | | 7,338 | | | 7,656 | |
General and administrative expenses | | 606 | | | 838 | | | 1,216 | | | 1,741 | |
Total depreciation and amortization expense | | $ | 20,141 | | | $ | 22,491 | | | $ | 42,285 | | | $ | 44,345 | |
| | | | | | | | |
Acquisition-related costs | | | | | | | | |
| | | | | | | | |
Sales and operations | | 178 | | | — | | | 178 | | | — | |
General and administrative expenses | | 1,799 | | | 3,047 | | | 4,343 | | | 3,047 | |
Total acquisition-related costs | | $ | 1,977 | | | $ | 3,047 | | | $ | 4,521 | | | $ | 3,047 | |
| | | | | | | | |
Loss contingency on regulatory matter | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
General and administrative | | 65,684 | | | — | | | 65,684 | | | — | |
Total loss contingency on regulatory matter | | $ | 65,684 | | | $ | — | | | $ | 65,684 | | | $ | — | |
| | | | | | | | |
Restructuring related and transformation (gain) costs | | | | | | | | |
Research and development expenses | | 1,029 | | | 4,831 | | | 1,038 | | | 6,267 | |
Sales and operations expenses | | 4,076 | | | 1,551 | | | 4,532 | | | 8,918 | |
General and administrative expenses | | 820 | | | 3,614 | | | 1,065 | | | 6,447 | |
Total Restructuring related and transformation (gain) costs | | $ | 5,925 | | | $ | 9,996 | | | $ | 6,635 | | | $ | 21,632 | |
| | | | | | | | |
(a) Effective January 1, 2012, actuarial gains and losses are recognized in other comprehensive income.
(b) Includes acquisition-related amortization of intangible assets of $1.5 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively and $2.9 million and $1.5 million for the six months ended June 2022 and, 2020, respectively.
(c) Includes acquisition-related amortization of intangible assets of $2.2 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively and $4.3 million and $4.4 million for the six months ended June 30, 2022 and 2021, respectively.
Detailed Information on Restructuring related and Transformation costs (unaudited):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in thousands) |
(Gain) from forfeitures of share-based compensation awards | — | | | — | | | — | | | (666) | |
| | | | | | | | |
Facilities related (gain) costs | | 753 | | | 9,721 | | | 1,286 | | | 16,337 | |
Payroll related (gain) costs | | 4,992 | | | (181) | | | 4,992 | | | 4,971 | |
Consulting costs related to transformation | | 180 | | | 456 | | | 357 | | | 990 | |
Total restructuring related and transformation (gain) costs | $ | 5,925 | | | $ | 9,996 | | | $ | 6,635 | | | $ | 21,632 | |
For the three months ended and the six months ended June 30, 2022 and June 30, 2021, respectively, the cash outflows related to restructuring related and transformation costs were $2.3 million, and $10.3 million and $3.1 million, and $16.5 million, respectively, and were mainly comprised of payroll costs, broker and termination penalties related to real-estate facilities and other consulting fees.
Consolidated Statements of Financial Position Data (unaudited):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| | | |
| (in thousands) |
Cash and cash equivalents | $ | 562,546 | | | $ | 515,527 | |
Total assets | 1,870,844 | | | 1,983,591 | |
Trade receivables, net of credit losses | 490,643 | | | 581,988 | |
Total financial liabilities | 589 | | | 1,002 | |
Total liabilities | 760,656 | | | 785,271 | |
Total equity | $ | 1,110,188 | | | $ | 1,198,320 | |
OtherFinancial and Operating Data (unaudited):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in thousands, except client data) |
Number of clients | | 21,711 | | | 21,332 | | | 21,711 | | | 21,332 | |
Contribution ex-TAC (3) | | $ | 214,525 | | | $ | 220,233 | | | $ | 431,442 | | | $ | 433,643 | |
| | | | | | | | |
| | | | | | | | |
Adjusted Net Income (4) | | $ | 23,027 | | | $ | 40,856 | | | $ | 56,801 | | | $ | 84,008 | |
Adjusted EBITDA (5) | | $ | 49,993 | | | $ | 67,269 | | | $ | 112,818 | | | $ | 143,198 | |
(3) We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other cost of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can be useful for measuring for period-to-period comparisons of our business. Accordingly,business.Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations,you should consider Contribution ex-TAC alongside our other U.S. GAAP financial result measures. The below table provides a reconciliation of Contribution ex-TAC to gross profit:
| | | Three Months Ended | | Six Months Ended | | Three Months Ended | |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 | |
| | | (in thousands, except client data) | | (in thousands, except client data) |
Gross Profit | Gross Profit | | $ | 184,975 | | | $ | 182,869 | | | $ | 368,999 | | | $ | 361,567 | | Gross Profit | | $ | 181,509 | | | $ | 184,024 | | |
| Other Cost of Revenue | Other Cost of Revenue | | $ | 29,550 | | | 37,364 | | | 62,443 | | | 72,076 | | Other Cost of Revenue | | $ | 39,109 | | | $ | 32,893 | | |
| Contribution ex-TAC (1) | Contribution ex-TAC (1) | | $ | 214,525 | | | $ | 220,233 | | | $ | 431,442 | | | $ | 433,643 | | Contribution ex-TAC (1) | | $ | 220,618 | | | $ | 216,917 | | |
(4) We defineReconciliation of Adjusted EBITDA to Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and, acquisition-related costs, certain other non-recurring items impacting net income (loss), and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income in this Form 10-Q because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and, acquisition-related costs, certain other non-recurring items impacting net income (loss) and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:(Loss)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | |
Adjustments: | | | | | | | | |
Equity awards compensation expense | | 12,020 | | | 11,669 | | | 21,510 | | | 19,551 | |
Amortization of acquisition-related intangible assets | | 3,614 | | | 2,936 | | | 7,322 | | | 5,871 | |
Acquisition-related costs | | 1,977 | | | 3,047 | | | 4,521 | | | 3,047 | |
Loss contingency on regulatory matter* | | 65,684 | | | — | | | 65,684 | | | — | |
Restructuring related and transformation (gain) costs | | 5,925 | | | 9,996 | | | 6,635 | | | 21,632 | |
Tax impact of the above adjustments | | (33,220) | | | (1,821) | | | (37,176) | | | (4,572) | |
Adjusted Net Income | | $ | 23,027 | | | $ | 40,856 | | | $ | 56,801 | | | $ | 84,008 | |
* The Company recorded a provision for a loss contingency on a regulatory matter with France's Commission Nationale de l'Informatique et des Libertés ("CNIL"). Refer to Note 14 of our financial statement notes for more information. We consider that the loss contingency relating to one regulatory matter is non-recurring and is not reflective of the underlying past and future trends in our business.
(5)We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, relatedintegration and transformation costs, and, acquisition-relatedcertain acquisition costs and certain other non-recurring items impacting net income (loss).a loss contingency related to a regulatory matter. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA in this Form 10-Q because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop shortshort-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring, relatedintegration and transformation costs, and, acquisition-relatedcertain acquisition costs and certain other non-recurring items impacting net income (loss)a loss contingency related to a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | March 31, |
| | (in thousands) | | | 2023 | | 2022 |
Net income (loss) | Net income (loss) | | $ | (32,973) | | | $ | 15,029 | | | $ | (11,695) | | | $ | 38,479 | | Net income (loss) | | | $ | (12,071) | | | $ | 21,278 | |
Adjustments: | Adjustments: | | Adjustments: | | | | | |
Financial income (expense) | | (15,924) | | | 519 | | | (19,954) | | | 1,237 | | |
Financial (Income) expense | | Financial (Income) expense | | | (6,606) | | | (4,030) | |
Provision for income taxes | Provision for income taxes | | (7,121) | | | 4,181 | | | 3,293 | | | 14,232 | | Provision for income taxes | | | (4,595) | | | 10,414 | |
Equity awards compensation expense | Equity awards compensation expense | | 12,020 | | | 11,669 | | | 21,510 | | | 19,551 | | Equity awards compensation expense | | | 26,065 | | | 9,490 | |
| Pension service costs | Pension service costs | | 264 | | | 337 | | | 539 | | | 675 | | Pension service costs | | | 176 | | | 275 | |
| Depreciation and amortization expense | Depreciation and amortization expense | | 20,141 | | | 22,491 | | | 42,285 | | | 44,345 | | Depreciation and amortization expense | | | 25,320 | | | 22,144 | |
| Acquisition-related costs | Acquisition-related costs | | 1,977 | | | 3,047 | | | 4,521 | | | 3,047 | | Acquisition-related costs | | | 832 | | | 2,544 | |
Loss contingency on regulatory matter* | | 65,684 | | | — | | | 65,684 | | | — | | |
Restructuring related and transformation (gain) costs | | 5,925 | | | 9,996 | | | 6,635 | | | 21,632 | | |
| Restructuring, integration and transformation costs | | Restructuring, integration and transformation costs | | | 9,602 | | | 710 | |
| Total net adjustments | Total net adjustments | | 82,966 | | | 52,240 | | | 124,513 | | | 104,719 | | Total net adjustments | | | 50,794 | | | 41,547 | |
Adjusted EBITDA | Adjusted EBITDA | | $ | 49,993 | | | $ | 67,269 | | | $ | 112,818 | | | $ | 143,198 | | Adjusted EBITDA | | | $ | 38,723 | | | $ | 62,825 | |
* The Company recorded a provision for a loss contingency on a regulatory matter with France's Commission Nationale de l'Informatique et des Libertés ("CNIL"). Refer to Note 14 of our financial statement notes for more information. We consider that the loss contingency relating to one regulatory matter is non-recurring and is not reflective of the underlying past and future trends in our business.
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | March 31, 2023 | | March 31, 2022 |
| | | | | (in thousands) |
(Gain) from forfeitures of share-based compensation awards | | | | | (897) | | | — | |
| | | | | | | | |
Facilities related (gain) costs | | | | | | 618 | | | 533 | |
Payroll related (gain) costs | | | | | | 9,631 | | | — | |
Consulting costs related to transformation | | | | | | 250 | | | 177 | |
Restructuring, integration and transformation (gain) costs | | | | | $ | 9,602 | | | $ | 710 | |
Results of Operations for the Periods Ended June 30, 2022March 31, 2023 and June 30, 2021March 31, 2022 (Unaudited)
Revenue breakdown by segment
Beginning in the first quarter of 2022 and 2021, we
We report our segments results as Marketing Solutions, Retail Media and Retail Media:Iponweb:
•Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.
•Criteo Retail Media solutions allowallows 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.
•Iponweb specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| (in thousands) | | |
Revenue as reported | $ | 495,090 | | | $ | 551,311 | | | (10) | % |
Conversion impact U.S. dollar/other currencies | $ | 38,530 | | | | | |
Revenue at constant currency (1) | $ | 533,620 | | | $ | 551,311 | | | (3) | % |
| | | | | |
Marketing Solutions revenue as reported | $ | 440,423 | | | $ | 487,465 | | | (10) | % |
Conversion impact U.S. dollar/other currencies | $ | 37,286 | | | | | |
Marketing Solutions revenue at constant currency (1) | 477,709 | | | 487,465 | | | (2) | % |
| | | | | |
Retail Media revenue as reported (2) | 54,667 | | | 63,846 | | | (14) | % |
Conversion impact U.S. dollar/other currencies | $ | 1,244 | | | | | |
Retail Media revenue at constant currency (1) | 55,911 | | | 63,846 | | | (12) | % |
March 31, 2022Revenue breakdown by segment
Revenue for the three months ended June 30, 2022 decreased (10)%, or (3)% on a constant currency basis, to $495.1 million compared to the three months ended June 30, 2021.
In the quarter, 88% of revenue came from existing clients while 12% came from new client additions. We added 379 net new clients year-over-year across regions.
Marketing Solutions revenue decreased (10)%, or (2)% on a constant currency basis, to $440.4 million for the three months ended June 30, 2022, driven by anticipated identity and privacy changes and the suspension of the Company's operations in Russia, partially offset by a rebound in travel and traction in upselling and cross-selling of existing clients.
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| (in thousands) | | |
Revenue as reported | $ | 445,016 | | | $ | 510,567 | | | (13) | % |
Conversion impact U.S. dollar/other currencies | $ | 18,457 | | | | | |
Revenue at constant currency (1) | $ | 463,473 | | | $ | 510,567 | | | (9) | % |
| | | | | |
Marketing Solutions revenue as reported | $ | 381,907 | | | $ | 463,888 | | | (18) | % |
Conversion impact U.S. dollar/other currencies | $ | 18,083 | | | | | |
Marketing Solutions revenue at constant currency (1) | 399,990 | | | 463,888 | | | (14) | % |
| | | | | |
Retail Media revenue as reported (2) | 38,021 | | | 46,679 | | | (19) | % |
Conversion impact U.S. dollar/other currencies | $ | 374 | | | | | |
Retail Media revenue at constant currency (1) | 38,395 | | | 46,679 | | | (18) | % |
| | | | | |
Iponweb revenue as reported | 25,088 | | | — | | | N/A |
Conversion impact U.S. dollar/other currencies | $ | — | | | | | |
Iponweb revenue at constant currency (1) | 25,088 | | | — | | | N/A |
(1) ConstantInformation herein with respect to results presented on a constant currency measures exclude the impact of foreign currency fluctuations andbasis is computed by applying the prior year monthlyperiod average exchange rates to transactions denominatedcurrent period results. We have included results on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in settlement or billing currencies other thanthis section with the US dollar.results presented on a constant currency basis.
(2)Criteo operates as two reportable segments from December 31, 2021. The table above presents the operating results of our Marketing Solutions and Retail Media segments. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, and reported under the retail media segment, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on thisCriteo's Commerce Media platform, Criteothe Company recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions arewere accounted for on a gross basis. We expect mostMost clients using Criteo’s legacy Retail Media solutions to transitiontransitioned to this platform by the second halfend of 2022. As new clients onboard and existing clientsDuring the transition to the Retail Media Platform,period, Revenue may declinedeclined but Contribution ex-TAC margin is expected to increase.percentage increased. Contribution ex-TAC iswas not impacted by this transition.
Retail Media revenue
Revenue by segment
Revenue for the three months ended March 31, 2023 decreased (14)(13)%, or (12)(9)% on a constant currency basis, to $54.7$445.0 million forcompared to the three months ended June 30,March 31, 2022, reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform. Criteo's platform accounts for a growing share ofin Retail Media onsite revenue, or about 82% in the second quarter of 2022, and its revenue is accounted for on a net basis. In the prior year period, approximately 33% of retail media onsite revenue was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media revenue has been temporarily impacted.Media.
Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 36% (or 42% on a constant currency basis) in the second quarter of 2022, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of the platform.
Additionally, our $495.1 million of revenue forIn the three months ended June 30, 2022of 2023, 91% of revenue came from existing clients while 9% came from new client additions. Our number of clients was negatively impacted by $38.5 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, British Pound, Turkish Lira, Russian Ruble and the Brazilian Real compared to the U.S. dollar.up 2% year-over-year, or down -1% excluding Iponweb.
Revenue breakdown by region
Three months ended June 30, 2022 compared to the three months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| (in thousands) | | |
Revenue as reported | $ | 495,090 | | | $ | 551,311 | | | (10) | % |
Conversion impact U.S. dollar/other currencies | $ | 38,530 | | | | | |
Revenue at constant currency (1) | 533,620 | | | 551,311 | | | (3) | % |
Americas | | | | | |
Revenue as reported | 213,340 | | | 221,227 | | | (4) | % |
Conversion impact U.S. dollar/other currencies | $ | (355) | | | | | |
Revenue at constant currency (1) | 212,985 | | | 221,227 | | | (4) | % |
EMEA | | | | | |
Revenue as reported | 176,867 | | | 209,303 | | | (15) | % |
Conversion impact U.S. dollar/other currencies | $ | 21,826 | | | | | |
Revenue at constant currency (1) | 198,693 | | | 209,303 | | | (5) | % |
Asia-Pacific | | | | | |
Revenue as reported | 104,883 | | | 120,781 | | | (13) | % |
Conversion impact U.S. dollar/other currencies | $ | 17,059 | | | | | |
Revenue at constant currency (1) | $ | 121,942 | | | $ | 120,781 | | | 1 | % |
Revenue by region
OurMarketing Solutions revenue in the Americas region decreased (4)(18)%, or (4)(14)% on a constant currency basis, to $213.3$381.9 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021. This primarily reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offsetMarch 31, 2023, driven by continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands, as well as a rebound in travel.
(1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
Our revenue in EMEA decreased (15)% (or (5)% on a constant currency basis), to $176.9 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, reflectinganticipated signal loss impacts, the suspension of the Company's operations in Russia and mixedsoft retail trends, with strength in Germany, emerging markets and a rebound in the U.K. offsetting softness in France. This also reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by solid tractioncontinued strength in Retail Media.
Our revenue in the Asia-Pacific region decreased (13)% (or increased 1% on a constant currency basis), to $104.9 million for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, reflecting mixed retail trends and a slow recovery of classifieds and travel in the region.
travel.
Six months ended June 30, 2022 compared to the Six months ended June 30, 2021
Revenue breakdown by segment
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| (in thousands) | | |
Revenue as reported | $ | 1,005,657 | | | $ | 1,092,388 | | | (8) | % |
Conversion impact U.S. dollar/other currencies | $ | 63,719 | | | | | |
Revenue at constant currency (1) | $ | 1,069,376 | | | $ | 1,092,388 | | | (2) | % |
| | | | | |
Marketing Solutions revenue as reported | $ | 904,311 | | | $ | 970,655 | | | (7) | % |
Conversion impact U.S. dollar/other currencies | $ | 62,004 | | | | | |
Marketing Solutions revenue at constant currency (1) | 966,315 | | | 970,655 | | | (0.4) | % |
| | | | | |
Retail Media revenue as reported (2) | 101,346 | | | 121,733 | | | (17) | % |
Conversion impact U.S. dollar/other currencies | $ | 1,715 | | | | | |
Retail Media revenue at constant currency (1) | 103,061 | | | 121,733 | | | (15) | % |
Revenue by segment
Revenue for the six months ended June 30, 2022Retail Media revenue decreased (8)(19)%, or (2)(18)% on a constant currency basis, to $1.0 billion compared to the six months ended June 30, 2021.
In the first half of 2022, 88% of revenue came from existing clients while 12% came from new client additions. We added 379 net new clients year-over-year across regions.
Marketing Solutions revenue decreased (7)%, or (0.4)% on a constant currency basis, to $904.3$38.0 million for the sixthree months ended June 30, 2022, driven by anticipated identity and privacy changes and the suspension of the Company's operations in Russia, partially offset by a rebound in travel and mixed retail trends.
(1)Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
(2) Criteo operates as two reportable segments from DecemberMarch 31, 2021. The table above presents the operating results of our Marketing Solutions and Retail Media segments. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, and reported under the retail media segment, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. We expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform by the second half of 2022. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Contribution ex-TAC margin is expected to increase. Contribution ex-TAC is not impacted by this transition.
Retail Media revenue decreased (17)%, or (15)% on a constant currency basis, to $101.3 million for the six months ended June 30, 2022,2023, reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform. Criteo's platform accounts for a fast-growing share of Retail Media onsite revenue, or about 79% in the first half of 2022, and its revenue is accounted for on a net basis. In the prior year period, approximately 27% of retail media onsite revenue was accounted for on a net basis, and asAs a result of this transition to a full platform business, the growth of Retail Media revenue has been temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 40% (or 45%21%, or 22% on a constant currency basis)basis, for the sixthree months ended June 30, 2022,March 31, 2023, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.
Iponweb revenue for the three months ended March 31, 2023 was $25.1 million following the closing of the acquisition on August 1, 2022.
Additionally, our $1,005.7$445.0 million of revenue for the sixthree months ended June 30, 2022March 31, 2023 was negatively impacted by $63.7$18.5 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, British Pound, Turkish Lira, Russian Ruble and the Brazilian Real compared to the U.S. dollar.
Six
Three months ended June 30, 2022March 31, 2023 compared to the Sixthree months ended June 30, 2021March 31, 2022
Revenue breakdown by region
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| (in thousands) | | |
Revenue as reported | $ | 1,005,657 | | | $ | 1,092,388 | | | (8) | % |
Conversion impact U.S dollar / other currencies | $ | 63,719 | | | | | |
Revenue at constant currency (1) | 1,069,376 | | | 1,092,388 | | | (2) | % |
Americas | | | | | |
Revenue as reported | 408,187 | | | 425,127 | | | (4) | % |
Conversion impact U.S dollar / other currencies | $ | (995) | | | | | |
Revenue at constant currency (1) | 407,192 | | | 425,127 | | | (4) | % |
EMEA | | | | | |
Revenue as reported | 370,821 | | | 421,399 | | | (12) | % |
Conversion impact U.S dollar / other currencies | $ | 37,462 | | | | | |
Revenue at constant currency (1) | 408,283 | | | 421,399 | | | (3) | % |
Asia-Pacific | | | | | |
Revenue as reported | 226,649 | | | 245,862 | | | (8) | % |
Conversion impact U.S dollar / other currencies | $ | 27,252 | | | | | |
Revenue at constant currency (1) | $ | 253,901 | | | $ | 245,862 | | | 3 | % |
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis. | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| (in thousands) | | |
Revenue as reported | $ | 445,016 | | | $ | 510,567 | | | (13) | % |
Conversion impact U.S. dollar / other currencies | $ | 18,457 | | | | | |
Revenue at constant currency (1) | 463,473 | | | 510,567 | | | (9) | % |
Americas | | | | | |
Revenue as reported | 188,288 | | | 194,847 | | | (3) | % |
Conversion impact U.S. dollar / other currencies | $ | (65) | | | | | |
Revenue at constant currency (1) | 188,223 | | | 194,847 | | | (3) | % |
EMEA | | | | | |
Revenue as reported | 160,214 | | | 193,954 | | | (17) | % |
Conversion impact U.S. dollar / other currencies | $ | 8,539 | | | | | |
Revenue at constant currency (1) | 168,753 | | | 193,954 | | | (13) | % |
Asia-Pacific | | | | | |
Revenue as reported | 96,514 | | | 121,766 | | | (21) | % |
Conversion impact U.S. dollar / other currencies | $ | 9,983 | | | | | |
Revenue at constant currency (1) | $ | 106,497 | | | $ | 121,766 | | | (13) | % |
(1) ConstantRevenue at constant currency measures excludeexcludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.following year figures.
Revenue by region
Our revenue in the Americas region decreased (4)(3)% (or (4), or (3)% on a constant currency basis)basis, to $408.2$188.3 million for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021.March 31, 2022. This primarily reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and a rebound in travel.
Our revenue in EMEA decreased (12)(17)% (or (3), or (13)% on a constant currency basis),basis, to $370.8$160.2 million for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021,March 31, 2022, reflecting mixedsoft retail trends with strength in Germany and emerging markets, offsetting softness in France and in the U.K.across our markets. This also reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by solid traction in Retail Media.
Our revenue in the Asia-Pacific region decreased (8)(21)% (or increased 3%, or decreased (13)% on a constant currency basis),basis, to $226.6$96.5 million for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021,March 31, 2022, reflecting the recovery of oursoft retail businessand Classified trends in the region and soft Classifieds trends.region.
Cost of Revenue
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change |
| March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | | | |
| (in thousands, except percentages) | | |
Traffic acquisition costs | $ | (224,398) | | | $ | (293,650) | | | (24) | % |
Other cost of revenue | $ | (39,109) | | | $ | (32,893) | | | 19 | % |
Total cost of revenue | $ | (263,507) | | | $ | (326,543) | | | (19) | % |
% of revenue | (59) | % | | (64) | % | | |
Gross profit % | 41 | % | | 36 | % | | |
Three months ended June 30, 2022 compared to the three months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change | | % change at Constant Currency (2) |
| March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 | | 2023 vs 2022 |
| | | | | | | |
| (in thousands, except percentages) | | | | |
Marketing Solutions | $ | (223,729) | | | $ | (277,800) | | | (19) | % | | (16) | % |
Retail Media | $ | (669) | | | $ | (15,850) | | | (96) | % | | (96) | % |
Iponweb (1) | $ | — | | | $ | — | | | — | % | | — | % |
Traffic Acquisition Costs | $ | (224,398) | | | $ | (293,650) | | | (24) | % | | (21) | % |
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Traffic acquisition costs | $ | (280,565) | | | $ | (331,078) | | | (15) | % |
Other cost of revenue | $ | (29,550) | | | $ | (37,364) | | | (21) | % |
Total cost of revenue | $ | (310,115) | | | $ | (368,442) | | | (16) | % |
% of revenue | (63) | % | | (67) | % | | |
Gross profit % | 37 | % | | 33 | % | | |
*Traffic(1) There are no traffic acquisition costs breakdown by solution:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change | | % change at Constant Currency (2) |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | 2022 vs 2021 |
| | | | | | | |
| (in thousands, except percentages) | | | | |
Marketing Solutions | $ | (262,454) | | | $ | (294,132) | | | (11) | % | | (5) | % |
Retail Media (1) | $ | (18,111) | | | $ | (36,946) | | | (51) | % | | (52) | % |
Traffic Acquisition Costs | $ | (280,565) | | | $ | (331,078) | | | (15) | % | | (10) | % |
associated with the Iponweb solutions as we are acting as agent in all the arrangements.
Cost of revenue for the three months ended June 30, 2022March 31, 2023 decreased $(58.3)$(63.0) million, or (16)(19)%, compared to the three months ended June 30, 2021.March 31, 2022. This decrease was primarily the result of a decrease of $(50.5)$(69.3) million, or (15)(24)% (or (10)(21)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decreasean increase of $(7.8)$6.2 million, or (21)%19% in other cost of revenue.
(1) Criteo operates as two reportable segments from December 31, 2021. The table above presents the operating results of our Marketing Solutions and Retail Media segments. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, and reported under the retail media segment, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. We expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform by the second half of 2022. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Contribution ex-TAC margin will increase. Contribution ex-TAC will not be impacted by this transition
(2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
Traffic acquisition costs in Marketing Solutions decreased by (11)(19)% (or (5)(16)% at constant currency). This was driven by a (22)(29)% decrease (or 17%26% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, reflecting our preferred relationships with media owners, which allow usincluding lower CPMs for signal-limited environments where Criteo continues to buy quality inventory directly from large publishers and remove intermediary fees in the process,perform, and a 14%13% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.
Traffic acquisition costs in Retail Media(1) decreased by (51)(96)% (or (52)(96)% at constant currency), reflecting the technical and transitory impact related to the ongoing client migration due to the transitioning of our platform. Becauseplatform because we recognize revenue on a net basis in all arrangements running on the platform, we expect ourplatform.
As Iponweb reports revenues on a net basis, it has no traffic acquisition costs for Retail Media to decrease over time as all of our clients are transitioned to the platform.costs.
The decreaseincrease in other cost of revenue included a decreasean increase in hosting costs of $3.5$9.0 million following the closure of certain data centers andpartially offset by depreciation and amortization expense of $3.1$3.0 million and a decrease in other costs of sales mainly due to the digital tax and data acquisition costs.
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Traffic acquisition costs | $ | (574,215) | | | $ | (658,745) | | | (13) | % |
Other cost of revenue | $ | (62,443) | | | $ | (72,076) | | | (13) | % |
Total cost of revenue | $ | (636,658) | | | $ | (730,821) | | | (13) | % |
% of revenue | (63) | % | | (67) | % | | |
Gross profit % | 37 | % | | 33 | % | | |
*Traffic acquisition costs breakdown by solution:
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change | | % change at Constant Currency (2) |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | 2022 vs 2021 |
| | | | | | | |
| (in thousands, except percentages) | | | | |
Marketing Solutions | $ | (540,254) | | | $ | (585,005) | | | (8) | % | | (3) | % |
Retail Media (1) | $ | (33,961) | | | $ | (73,740) | | | (54) | % | | (54) | % |
Traffic Acquisition Costs | $ | (574,215) | | | $ | (658,745) | | | (13) | % | | (8) | % |
Cost of revenue for the six months ended June 30, 2022 decreased $(94.2) million, or (13)%, compared to the six months ended June 30, 2021. This decrease was primarily the result of a decreased of $(84.5) million, or (13)% (or (8)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(9.6) million, or (13)% in other cost of revenue.
(1) Criteo operates as two reportable segments from December 31, 2021. The table above presents the operating results of our Marketing Solutions and Retail Media segments. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, and reported under the retail media segment, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. We expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform by the second half of 2022. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Contribution ex-TAC margin will increase. Contribution ex-TAC will not be impacted by this transition
(2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
Traffic acquisition costs in Marketing Solutions decreased by (8)% (or (3)% at constant currency). This was driven by a (19)% decrease (or 15% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, reflecting our preferred relationships with media owners, which allow us to buy quality inventory directly from large publishers and remove intermediary fees in the process, and a 7% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.
Traffic acquisition costs in Retail Media(1) decreased by (54)% (or (54)% at constant currency), reflecting the technical and transitory impact related to the ongoing client migration due to the transitioning of our platform. Because we recognize revenue on a net basis in all arrangements running on the platform, we expect our traffic acquisition costs for Retail Media to decrease over time as all of our clients are transitioned to the platform.
The decrease in other cost of revenue included a decrease in hosting costs of $5.5 million and depreciation and amortization expense of $3.7 million, and a decrease in other costs of sales mainly due to the digital tax and data acquisition costs.
Contribution excluding Traffic Acquisition Costs
We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of theour Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.
The following table sets forth our revenue and Contribution ex-TAC by segment:
| | | Three Months Ended | | Six Months Ended | | | | | Three Months Ended | |
Segment | Segment | | June 30, 2022 | | June 30, 2021 | | YoY Change | | YoY Change at Constant Currency (2) | | June 30, 2022 | | June 30, 2021 | | YoY Change | | YoY Change at Constant Currency (2) | Segment | | | March 31, 2023 | | March 31, 2022 | | YoY Change | | YoY Change at Constant Currency (2) |
| | | | | | (amounts in thousands, except percentages) |
Revenue | Revenue | | (amounts in thousands, except percentages) | | Revenue | | | |
Marketing Solutions | Marketing Solutions | | $ | 440,423 | | | $ | 487,465 | | | (10) | % | | (2) | % | | $ | 904,311 | | | $ | 970,655 | | | (7) | % | | (0.4) | % | Marketing Solutions | | | $ | 381,907 | | | $ | 463,888 | | | (18) | % | | (14) | % |
Retail Media | Retail Media | | 54,667 | | | 63,846 | | | (14) | % | | (12) | % | | 101,346 | | | 121,733 | | | (17) | % | | (15) | % | Retail Media | | | 38,021 | | | 46,679 | | | (19) | % | | (18) | % |
Iponweb | | Iponweb | | | 25,088 | | | — | | | N/A | | N/A |
Total | Total | | 495,090 | | | 551,311 | | | (10) | % | | (3) | % | | 1,005,657 | | | 1,092,388 | | | (8) | % | | (2) | % | Total | | | 445,016 | | | 510,567 | | | (13) | % | | (9) | % |
| Contribution ex-TAC (1) | Contribution ex-TAC (1) | | Contribution ex-TAC (1) | | |
Marketing Solutions | Marketing Solutions | | 177,969 | | | 193,333 | | | (8) | % | | 2 | % | | 364,057 | | | 385,650 | | | (6) | % | | 3 | % | Marketing Solutions | | | 158,178 | | | 186,088 | | | (15) | % | | (10) | % |
Retail Media | Retail Media | | 36,556 | | | 26,900 | | | 36 | % | | 42 | % | | 67,385 | | | 47,993 | | | 40 | % | | 45 | % | Retail Media | | | 37,352 | | | 30,829 | | | 21 | % | | 22 | % |
Iponweb(2) | | Iponweb(2) | | | 25,088 | | | — | | | N/A | | N/A |
Total | Total | | 214,525 | | | 220,233 | | | (3) | % | | 7 | % | | 431,442 | | | 433,643 | | | (1) | % | | 8 | % | Total | | | 220,618 | | | 216,917 | | | 2 | % | | 6 | % |
|
(1) We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other cost of revenue. We have included Contribution ex-TAC in this Form 10-Q because it is a key measures used by our management and board of directors to evaluate operating performance and generate future operating plans. In particular, we believe that this can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial results, including gross profit.
(2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
(2) There are no traffic acquisition costs associated with the Iponweb solutions as we are acting as agent in all the arrangements.
Constant Currency Reconciliation
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying the 2021 monthlyprior period average exchange rates to transactions denominated in settlement or billing currencies other thancurrent period results. Management reviews and analyzes business results excluding the US dollar.
Beginning in the second quartereffect of 2022, the Company updated its methodology for calculating revenue and traffic acquisition costs on a constantforeign currency basis, which are non-GAAP measures. The Company will use the prior year’s monthly exchange rates where the settlement or billing currencies are in currencies other than US dollars. The Q1 2022 revenue and traffic acquisition costs have been revised consistent withtranslation because they believe this updated methodology.
better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:
| | | Three Months Ended | | Six Months Ended | | | | | Three Months Ended | |
| | June 30, 2022 | | June 30, 2021 | | YoY Change | | June 30, 2022 | | June 30, 2021 | | YoY Change | | | | March 31, 2023 | | March 31, 2022 | | YoY Change |
| | (amounts in thousands, except percentages) | | | (amounts in thousands, except percentages) |
| Revenue as reported | Revenue as reported | | $ | 495,090 | | | $ | 551,311 | | | (10) | % | | $1,005,657 | | $1,092,388 | | (8) | % | Revenue as reported | | | $445,016 | | $510,567 | | (13) | % |
Conversion impact U.S. dollar/other currencies | Conversion impact U.S. dollar/other currencies | | 38,530 | | | — | | | 63,719 | | | — | | | Conversion impact U.S. dollar/other currencies | | | 18,457 | | | — | | |
Revenue at constant currency | Revenue at constant currency | | $ | 533,620 | | | $ | 551,311 | | | (3) | % | | $1,069,376 | | $1,092,388 | | (2) | % | Revenue at constant currency | | | $463,473 | | $510,567 | | (9) | % |
| Traffic acquisition costs as reported | Traffic acquisition costs as reported | | $ | (280,565) | | | $ | (331,078) | | | (15) | % | | $ | (574,215) | | | $ | (658,745) | | | (13) | % | Traffic acquisition costs as reported | | | $ | (224,398) | | | $ | (293,650) | | | (24) | % |
Conversion impact U.S. dollar/other currencies | Conversion impact U.S. dollar/other currencies | | (17,401) | | | — | | | (28,811) | | | — | | | Conversion impact U.S. dollar/other currencies | | | (8,518) | | | — | | |
Traffic Acquisition Costs at constant currency | Traffic Acquisition Costs at constant currency | | $ | (297,966) | | | $ | (331,078) | | | (10) | % | | $ | (603,026) | | | $ | (658,745) | | | (8) | % | Traffic Acquisition Costs at constant currency | | | $ | (232,916) | | | $ | (293,650) | | | (21) | % |
| Contribution ex-TAC as reported | Contribution ex-TAC as reported | | $ | 214,525 | | | $ | 220,233 | | | (3) | % | | $ | 431,442 | | | $ | 433,643 | | | (1) | % | Contribution ex-TAC as reported | | | $ | 220,618 | | | $ | 216,917 | | | 2 | % |
Conversion impact U.S. dollar/other currencies | Conversion impact U.S. dollar/other currencies | | 21,129 | | | — | | | 34,908 | | | — | | | Conversion impact U.S. dollar/other currencies | | | 9,939 | | | — | | |
Contribution ex-TAC at constant currency | Contribution ex-TAC at constant currency | | $ | 235,654 | | | $ | 220,233 | | | 7 | % | | $ | 466,350 | | | $ | 433,643 | | | 8 | % | Contribution ex-TAC at constant currency | | | $ | 230,557 | | | $ | 216,917 | | | 6 | % |
Contribution ex-TAC/Revenue as reported | Contribution ex-TAC/Revenue as reported | | 43 | % | | 40 | % | | | | 43 | % | | 40 | % | | | Contribution ex-TAC/Revenue as reported | | | 50 | % | | 42 | % | | |
| Other cost of revenue as reported | Other cost of revenue as reported | | $ | (29,550) | | | $ | (37,364) | | | (21) | % | | $ | (62,443) | | | $ | (72,076) | | | (13) | % | Other cost of revenue as reported | | | $ | (39,109) | | | $ | (32,893) | | | 19 | % |
| | Gross Profit as reported | Gross Profit as reported | | $ | 184,975 | | | $ | 182,869 | | | 1 | % | | $ | 368,999 | | | $ | 361,567 | | | 2 | % | Gross Profit as reported | | | $ | 181,509 | | | $ | 184,024 | | | (1) | % |
|
Research and Development Expenses
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | Three Months Ended | | % change | | Three Months Ended | | % change |
| | June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | (in thousands, except percentages) | | | (in thousands, except percentages) | |
Research and development expenses | Research and development expenses | $ | (41,496) | | | $ | (41,915) | | | (1)% | Research and development expenses | $ | (63,590) | | | $ | (34,027) | | | 87% |
% of revenue | % of revenue | (8) | % | | (8) | % | | % of revenue | (14) | % | | (7) | % | |
Research and development expenses for the three months ended June 30, 2022, decreased $(0.4)March 31, 2023, increased $29.6 million or (1)%,87% compared to the three months ended June 30, 2021. This decrease mainly related to higher headcount-related costs offset by lower facilities and supplies costs.
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Research and development expenses | $ | (75,523) | | | $ | (73,612) | | | 3% |
% of revenue | (8) | % | | (7) | % | | |
Research and development expenses for the six months ended June 30, 2022, increased $1.9 million or 3% compared to the six months ended June 30, 2021.March 31, 2022. This increase mainly related to higheran increase in headcount-related costs, depreciationexpenses, including consideration paid to the Iponweb seller and accounted for as share-based compensation, and the amortization slightly offset by a decrease in facilities costs.
of Iponweb acquisition-related intangible assets.
Sales and Operations Expenses
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | Three Months Ended | | % change | | Three Months Ended | | % change |
| | June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | (in thousands, except percentages) | | | (in thousands, except percentages) | |
Sales and operations expenses | Sales and operations expenses | $ | (99,313) | | | $ | (80,751) | | | 23% | Sales and operations expenses | $ | (101,242) | | | $ | (88,999) | | | 14% |
% of revenue | % of revenue | (20) | % | | (15) | % | | % of revenue | (23) | % | | (17) | % | |
Sales and operations expenses for the three months ended June 30, 2022March 31, 2023 increased $18.6$12.2 million or 23%14% compared to the three months ended June 30, 2021. This increase mainly related to an increase in headcount-related costs, marketing costs, net bad debt expense, partially offset by a decrease in rent & facilities.
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Sales and operations expenses | $ | (188,312) | | | $ | (160,105) | | | 18% |
% of revenue | (19) | % | | (15) | % | | |
Sales and operations expenses for the six months ended June 30, 2022 increased $28.2 million or 18% compared to the six months ended June 30, 2021.March 31, 2022. This increase mainly related to an increase in headcount-related costs marketing costs, net bad debt expense, partially offset by a decrease in rent & facilities.
marketing expenses and bad debt expense.General and Administrative Expenses
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | Three Months Ended | | % change | | Three Months Ended | | % change |
| | June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | (in thousands, except percentages) | | | (in thousands, except percentages) | |
General and administrative expenses | General and administrative expenses | $ | (100,672) | | | $ | (40,474) | | | 149% | General and administrative expenses | $ | (40,170) | | | $ | (33,336) | | | 21% |
% of revenue | % of revenue | (20) | % | | (7) | % | | % of revenue | (9) | % | | (7) | % | |
General and administrative expenses for the three months ended June 30, 2022,ended March 31, 2023, increased $60.2$6.8 million or 149%21%, compared to the three months ended June 30, 2021. ThisMarch 31, 2022. The increase mainly relates to a loss contingency on a regulatory matter.
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
General and administrative expenses | $ | (134,008) | | | $ | (73,902) | | | 81% |
% of revenue | (13) | % | | (7) | % | | |
General and administrative expenses for the six months ended June 30, 2022, increased $60.1 million or 81%, compared to the six months ended June 30, 2021. This increase mainly relates to a loss contingency on a regulatory matter.headcount-related costs.
Financial and Other Income / (Expense)
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Financial and Other Income / (Expense) | $ | 16,412 | | | $ | (519) | | | 3,262% |
% of revenue | 3.3 | % | | (0.1) | % | | |
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | Six Months Ended | | % change | | Three Months Ended | | % change |
| | June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | (in thousands, except percentages) | | | (in thousands, except percentages) | |
Financial and Other Income / (Expense) | Financial and Other Income / (Expense) | $ | 20,442 | | | $ | (1,237) | | | 1,753% | Financial and Other Income / (Expense) | $ | 6,827 | | | $ | 4,030 | | | 69% |
% of revenue | % of revenue | 2.0 | % | | (0.1) | % | | % of revenue | 2 | % | | 1 | % | |
Financial and Other income for the three months ended and the six months ended June 30, 2022,March 31, 2023, increased by $16.9$2.8 million and by $21.7 million, respectively,or 69% compared to the three months ended and six months ended June 30, 2021.2022. The $16.4$6.8 million financial and other income for the three months ended and six months ended June 30, 2022March 31, 2023, were driven by the recognition of a positivenegative 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.financing, fully offset by the proceeds from disposal of non-consolidated investments. At June 30, 2022,March 31, 2023, 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.
Provision for Income Taxes
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Provision for income taxes | $ | 7,121 | | | $ | (4,181) | | | (270)% |
% of revenue | — | % | | (1) | % | | |
Effective tax rate | 18 | % | | 22 | % | | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | % change |
| March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | | | |
| (in thousands, except percentages) | | |
Provision for income tax expense (benefit) | $ | (4,595) | | | $ | 10,414 | | | NM |
SixFor the three months ended June 30, 2022 compared toMarch 31, 2023 benefit for incomes taxes is $(4.6) million. For the sixthree months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Provision for income taxes | $ | (3,293) | | | $ | (14,232) | | | (77)% |
% of revenue | (0.3) | % | | (1) | % | | |
Effective tax rate | 39 | % | | 27 | % | | |
ForMarch 31, 2022 income tax expense was $10.4 million. The $(4.6) million was driven by the sixloss from operations. The three months ended June 30, 2022 and June 30, 2021, we used an annual estimated tax rate of 39% and 27%, respectively, to calculate theMarch 31, 2023 provision for income taxes.taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France
Net Income / (Loss)
Three months ended June 30, 2022March 31, 2023 compared to the three months ended June 30, 2021March 31, 2022
| | | Three Months Ended | | % change | | Three Months Ended | | % change |
| | June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 | | March 31, 2023 | | March 31, 2022 | | 2023 vs 2022 |
| | | (in thousands, except percentages) | | | (in thousands, except percentages) | |
Net income | $ | (32,973) | | | 15,029 | | | (319)% | |
Net income (loss) | | Net income (loss) | $ | (12,071) | | | 21,278 | | | (157)% |
% of revenue | % of revenue | (7) | % | | 3 | % | | % of revenue | (3) | % | | 4 | % | |
Net income for the three months ended June 30, 2022,March 31, 2023, decreased $(48.0)$(33.3) million, or (319)(157)%, compared to the three months ended June 30, 2021.March 31, 2022. This decrease was the result of the business dynamics discussed above, in particular, a $(76.2)$(51.2) million decrease in income from operations, offset by a $16.9$2.8 million increase in financial and other income and by a $11.9$(15.0) million decrease in provision for income taxes compared to the three months ended June 30, 2021.
Six months ended June 30, 2022 compared to the six months ended June 30, 2021
| | | | | | | | | | | | | | | | | |
| Six Months Ended | | % change |
| June 30, 2022 | | June 30, 2021 | | 2022 vs 2021 |
| | | | | |
| (in thousands, except percentages) | | |
Net income | $ | (11,695) | | | 38,479 | | | (130)% |
% of revenue | (1) | % | | 4 | % | | |
Net income for the six months ended June 30, 2022, decreased $(50.2) million, or (130)%, compared to the six months ended June 30, 2021. This increase was the result of the business dynamics discussed above, in particular, a $(82.8) million decrease in income from operations, offset by $21.7 million increase in financial and other income and by a $10.9 million decrease in provision for income taxes compared to the six months ended June 30, 2021.March 31, 2022.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and restricted cash generated from operating activities. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future. In 2018, we completed an $80 million share repurchase program. In July 2019, the board of directors authorized a new share repurchase program of up to $80 million of the Company’s outstanding American Depositary Shares, which we completed in February 2020. In April 2020, the board of directors authorized a new share repurchase program of up to $30 million of the Company's outstanding American Depositary Shares, which we completed in July 2020. In February 2021, the board of directors approved a new, long-term share repurchase program of up to $100 million of the Company's outstanding American Depositary Shares, which we completed in December, 2021. In February 2022, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, to a total of $275 million.
Other than these repurchase programs, we intend to retain all available funds from any future earnings to fund our growth. As discussed in Note 14 to the unaudited condensed consolidated financial statements in Item 1 to this Form 10-Q, we are party to several loan agreements and revolving credit facilities with third-party financial institutions.
Our cash and cash equivalents at June 30, 2022March 31, 2023 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $562.5$380.7 million as of June 30, 2022.March 31, 2023. The $47.0$(67.5) million increasedecrease in cash and cash equivalents, and restricted cash compared with December 31, 20212022 primarily resulted from $88.9a decrease $(36.1) million in cash from operating activities, $23.3 million in cash fromused for investing activities partially offsetand by $(14.5)$(72.2) million in cash used for financing activities over the period.period, partially offset by an increase of $42.0 million in cash from operating activities. The cash used for financing activities was mainly related to $(29.3)$(51.0) million in cash used for the share repurchase programsprogram, and to $22.2 million payout of the current portion earn-out liability resulting from the Iponweb acquisition, partially offset by the recognition of $14.5 million positive impact of foreign exchange reevaluations net of related hedging, and $0.4$1.3 million of proceeds from a capital increase following the exercises of stock options. In addition, the increasedecrease in cash includes an $(50.7)$(1.2) million negative impact of changes in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.
Furthermore,As disclosed in our Form 10-K for the fiscal year 2022, on September 27, 2022, the Company hasentered into a new five year Revolving Credit Facility (the "RCF") that allows immediate access to an additional € 294.0€407.0 million ($305.4442.6 million) from the RCF,of liquidity, which, combined with our cash position, marketable securities and treasury shares as of June 30, 2022,March 31, 2023, provides total liquidity approximating $1.0 billion. On July 29, 2022, we 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.above $813 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2022,2023, enables financial flexibility.
Share buy-back programs
In December 2021, we completed a $100 million share repurchase program. In 2022, we completed an additional $136 million share repurchase. For the three months ended March 31, 2023, we had acquired $51.0 million of our on-going share repurchase program.
All above programs have been implemented under our multi-year authorization granted by Board of Directors. On December 7, 2022, this authorization was extended to a total amount of $480 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.
Operating and Capital Expenditure Requirements
For the sixthree months ended June 30,March 31, 2023 and 2022, and 2021, our capital expenditures were $21.0$33.2 million and $26.9$5.6 million, respectively. During the sixthree months ended June 30, 2022,March 31, 2023, these capital expenditures were mainly comprised of purchasesacquisition of serversdata center and other data-centerserver equipment, and capitalized software development costs.internal IT systems. We expect our capital expenditures to remain at, or slightly above, 3%4% of revenue for 2022,2023, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and significantly increase our redundancy capacity to strengtheninvestments supporting our infrastructure.new work from home policy as part of our office right sizing program.
We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.
Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements.
If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all.
We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products.
If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
Historical Cash Flows
The following table sets forth our cash flows for the sixthree month period ended June 30, 2022March 31, 2023 and June 30, 2021:March 31, 2022:
| | | Six Months Ended | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | | (in thousands) | | (in thousands) |
Cash (used for) from operating activities | Cash (used for) from operating activities | $ | 88,902 | | | $ | 103,722 | | Cash (used for) from operating activities | $ | 41,964 | | | $ | 74,930 | |
Cash (used for) from investing activities | Cash (used for) from investing activities | $ | 23,295 | | | $ | (56,814) | | Cash (used for) from investing activities | $ | (36,102) | | | $ | 16,925 | |
Cash (used for) from financing activities | Cash (used for) from financing activities | $ | (14,509) | | | $ | (27,374) | | Cash (used for) from financing activities | $ | (72,217) | | | $ | (1,367) | |
Operating Activities
Cash from operating activities is primarily impacted by the increase in the number of clients using our solutions and by the amount of cash we invest in personnel to support the anticipated growth of our business. Cash from operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable, accounts payable and accrued expenses, adjusted for certain non-cash and non-operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.
For the sixthree months ended June 30, 2022,March 31, 2023, net cash provided by operating activities was $88.9$42.0 million and consisted of net incomeloss of $(11.7)$(12.1) million, and $98.2$31.9 million in adjustments for certain non-cash and non-operating items. Adjustments for certain non-operating items primarily consisted of amortization and provision expense of $114.5$27.3 million, equity awards compensation expense of $21.5$25.2 million, $0.6m change in other non-operating and $(7.1)non-cash items partially offset by $(12.3) million of changes in deferred tax assets, partially offset by a $(14.7)$(0.1) million change in income taxes and by other non-operating items of $(15.3)$(8.8) million. The $2.4$22.1 million increase in cash from changes in working capital primarily consisted of a $65.5$164.1 million increasedecrease in trade receivables, partially offset by a $(14.6) million change in other current assets including prepaid expenses and value-added tax ("VAT") receivables, a $(0.2) million change in lease liabilities and right of use assets, a $(17.0) million change in trade payables, and a $(31.3)$16.7 million changeincrease in other current liabilities such as payroll and payroll related expenses and VAT payables and change in fair value of derivatives.derivatives, partially offset by a $(145.0) million decrease in trade payables, a $(0.1) million change in lease liabilities and right of use assets, and a $(13.6) million change in other current assets including prepaid expenses and value-added tax ("VAT") receivables.
Investing Activities
Our investing activities to date have consisted primarily of the consideration paid to acquire the Iponweb business and purchases of servers and other data-center equipment. For the sixthree months ended June 30, 2022,March 31, 2023, net cash fromused for investing activities was $23.3$(36.1) million and primarily consisted of a $44.3 million positive change from the maturity of investments in Marketable Securities, partially offset by a $(21.0)$(33.2) million change in capital expenditures mainly comprised of purchases of servers and other data-center equipment and capitalized software development costs.costs, a $(6.0) million change from the maturity of investments in Marketable Securities, a $(6.5) million payment for business acquisition, partially offset by $9.6 million proceed on sale of a non consolidated investment.
Financing Activities
For the sixthree months ended June 30, 2022,March 31, 2023, net cash used for financing activities was $(14.5)$(72.2) million, resulting mainly from a $(29.3)$(51.0) million payment for our share repurchase program, a $(0.9)$(22.0) million change in other financial liabilities, a $15.3 million change relating topayout of the recognition of a positive impact of foreign exchange reevaluations net of related hedging,current portion earn-out liability resulting from the Iponweb acquisition, partially offset by $0.4$1.3 million of proceeds from capital increase following the exercises of stock options.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the three months ended June 30, 2022.March 31, 2023.
For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2021.2022.
A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian Realreal against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows:
| | | Six Months Ended | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | | (in thousands) | | (in thousands) |
GBP/USD | GBP/USD | +10% | | -10% | | +10% | | -10% | GBP/USD | +10% | | -10% | | +10% | | -10% |
Net income impact | $ | (293) | | | $ | 293 | | | $ | (193) | | | $ | 193 | | |
Net income (loss) impact | | Net income (loss) impact | $ | (114) | | | $ | 114 | | | $ | (138) | | | $ | 138 | |
| | | Six Months Ended | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | | (in thousands) | | (in thousands) |
BRL/USD | BRL/USD | +10% | | -10% | | +10% | | -10% | BRL/USD | +10% | | -10% | | +10% | | -10% |
Net income impact | $ | 86 | | | $ | (86) | | | $ | 97 | | | $ | (97) | | |
Net income (loss) impact | | Net income (loss) impact | $ | 236 | | | $ | (236) | | | $ | — | | | $ | — | |
| | | Six Months Ended | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | | (in thousands) | | (in thousands) |
JPY/USD | JPY/USD | +10% | | -10% | | +10% | | -10% | JPY/USD | +10% | | -10% | | +10% | | -10% |
Net income impact | $ | 1,723 | | | $ | (1,723) | | | $ | 246 | | | $ | (246) | | |
Net income (loss) impact | | Net income (loss) impact | $ | (339) | | | $ | 339 | | | $ | 134 | | | $ | (134) | |
| | | Six Months Ended | | Three Months Ended |
| | June 30, 2022 | | June 30, 2021 | | March 31, 2023 | | March 31, 2022 |
| | | (in thousands) | | (in thousands) |
EUR/USD | EUR/USD | +10% | | -10% | | +10% | | -10% | EUR/USD | +10% | | -10% | | +10% | | -10% |
Net income impact | $ | 3,457 | | | $ | (3,457) | | | $ | 4,811 | | | $ | (4,811) | | |
Net income (loss) impact | | Net income (loss) impact | $ | (1,680) | | | $ | 1,680 | | | $ | 2,273 | | | $ | (2,273) | |
Credit Risk and Trade receivables
For a description of our credit risk and trade receivables, please see "Note 3. Financial instruments" and "Note 4.5. Trade Receivables" in the Notes to the Consolidated Financial Statements.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Based on their evaluation as of June 30, 2022,March 31, 2023, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
PART II
Item 1. Legal Proceedings.
For a discussion of our legal proceedings, refer to Note 14.15. Commitments and contingencies.
Item 1A. Risk Factors.
The following risk factors are provided to update the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.
The current conflict between Russia and Ukraine and related government actions are evolving and beyond our control, and given our global operations, such conflict may adversely affect our business and results of operations. As a result of this conflict, we previously decided to suspend all ad campaigns and digital advertising activities in Russia, and we ultimately reduced personnel attached to supporting these activities and discontinued our operations in our Russia entity. Our current business in Russia and Ukraine is limited, and in 2021, it represented less than 2% of our Contribution ex-TAC. In addition, as part of the acquisition of IPONWEB, we have entered into a transitional services agreement to cover certain R&D and back office functions that are delivered to the acquired IPONWEB entities from contractors and/or employees based in Russia until June 2023.
The current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to: adverse effects on global macroeconomic conditions; regional instability and geopolitical shifts; supply chain disruption; increased exposure to cyberattacks; limitations in our ability to implement and execute our business strategy, including our completed acquisition of Iponweb; risks to employees and contractors that we have in the region; risks related to additional governmental regulations or sanctions; and exposure to foreign currency fluctuations.
Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.
Governmental authorities around the world have enacted, considered or are considering legislation or regulations that could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising.
In the European Union, the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (E-Privacy Directive) and the GDPR. The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. A recent ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets. A replacement by an e-privacy regulation for the E-Privacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. It is possible that the proposed e-privacy regulation could further impede the use of cookies and the fines and penalties for breach could be significant.
Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover of the preceding financial year. Similarly, the e-privacy regulation, once enacted, could result in new rules and mechanisms for "cookie" consent.
Further, on October 1, 2020, the French data protection authority (Commission Nationale de l'Informatique et des Libertés, or "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform. CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and a “refuse all” button should be present on the first layer of the consent management platform, equivalent to the “accept all” button in terms of size, position and color. Further, the ability to withdraw consent must be readily available at all times. The recommendations are not binding, nor are they intended to be prescriptive and exhaustive. Companies had until March 2021 to ensure compliance with these guidelines, and CNIL is currently auditing many websites in France to verify if they comply with its guidelines.
In 2018, the State of California adopted the California Consumer Privacy Act of 2018, or the CCPA. The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the U.S. because its scope, and a number of the key provisions, resemble the GDPR. The CCPA establishes a new privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, imposing special rules on the collection of personal data from minors, creating new notice obligations and new limits on the sale of personal information, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. As currently enacted, we and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective. As with GDPR, the advertising technology marketplace may have to adapt to operating under the CCPA where it applies. Our advertising or publishing partners may impose new CCPA restrictions with which we must adapt and comply. In November 2020, voters in California voted to pass the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA. The CPRA will become effective on January 1, 2023, with a look back period to January 1, 2022. The CPRA creates new criteria by which businesses can be regulated, expands the definition of “personal information” to more closely match European regulations, a new audit requirement, and the creation of an agency to oversee enforcement of the CPRA. The CPRA also explicitly provides an opt-out right for cross-contextual behavioral advertising. We cannot predict the timing or outcome of this adaptation or the effect on our business. Adapting our business to the CCPA and the forthcoming new requirements under the CPRA could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.
In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Recently Virginia and Colorado passed privacy laws that differ slightly from the CPRA. If other states follow suit, it could lead to a varied and complex regulatory landscape, which could result in material costs.
Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results.
Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, including our ability to charge per click or the scope of clicks for which we charge. Additionally, any perception of our practices or solutions as an invasion of privacy, whether or not such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability.
Finally, our legal and financial exposure often depends in part on our clients’ or other third parties' adherence to and compliance with privacy laws and regulations and their use of our services in ways consistent with visitors’ expectations. If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and related possible investigation or other regulatory activity in connection with our privacy practices or those of our clients.
In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, which is still ongoing as per CNIL’s notification to Criteo dated June 23, 2021, which notified the Company of the appointment
of an investigator (rapporteur).CNIL’s investigation also covers another complaint against Criteo received in November 2018 by CNIL from the European Center for Digital Rights (NOYB).
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.None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of Equity Securities by the issuer and Affiliated Purchasers
The following table provides certain information with respect to our purchases of our ADSs during the secondfirst fiscal quarter of 2022:2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares Purchased(1) | | Average Price Paid per Share(2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1) |
April 1 to 30, 2022 | | 319,207 | | | $ | 26.04 | | | 319,207 | | | 263,379,911 | |
May 1 to 31, 2022 | | 335,873 | | | $ | 25.67 | | | 335,873 | | | 254,754,691 | |
June 1 to 30, 2022 | | 159,451 | | | $ | 25.64 | | | 159,451 | | | 250,665,643 | |
Total | | 814,531 | | | | | 814,531 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares Purchased(1) | | Average Price Paid per Share(2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1) |
January 1 to 31, 2023 | | 1,133,552 | | | $ | 28.21 | | | 1,133,552 | | | $ | 212,324,227 | |
February 1 to 28, 2023 | | 362,565 | | | $ | 32.74 | | | 362,565 | | | 200,437,260 | |
March 1 to 31, 2023 | | 235,517 | | | $ | 30.51 | | | 235,517 | | | 193,258,955 | |
Total | | 1,731,634 | | | | | 1,731,634 | | | — | |
(1)(1) In October 2021, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, forand in December 2022, the board of directors further extended this long-term share repurchase program to a total of $275$480 million.
(2) Average price paid per share excludes any broker commissions paid.
Item 6. Exhibits.
Exhibit Index | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
Exhibit | | Description | | Schedule/ Form | | File Number | | Exhibit | | File Date |
| | | | | | | | | | |
| | | | 8-K | | 001-36153 | | 3.1 | | August 3, 2022 |
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101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document | | | | | | | | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
104 | | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101. | | | | | | | | |
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| | | | Incorporated by Reference |
Exhibit | | Description | | Schedule/ Form | | File Number | | Exhibit | | File Date |
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101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document | | | | | | | | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
104 | | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101. | | | | | | | | |
# Filed herewith.
* Furnished herewith.
† Schedules have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| | CRITEO S.A. |
| | (Registrant) |
| | |
| By: | /s/ Sarah Glickman |
Date: August 5, 2022May 3, 2023 | Name: | Sarah Glickman |
| Title: | Chief Financial Officer |
| | (Principal financial officer and duly authorized signatory) |