true000157642712/312021Q1false00015764272021-01-012021-03-310001576427crto:AmericanDepositarySharesMember2021-01-012021-03-310001576427us-gaap:CommonStockMember2021-01-012021-03-31xbrli:shares00015764272021-05-05iso4217:USD00015764272021-03-3100015764272020-12-31iso4217:EURxbrli:shares00015764272020-01-012020-03-31iso4217:USDxbrli:shares0001576427us-gaap:CommonStockMember2019-12-310001576427us-gaap:TreasuryStockMember2019-12-310001576427us-gaap:AdditionalPaidInCapitalMember2019-12-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001576427us-gaap:RetainedEarningsMember2019-12-310001576427us-gaap:ParentMember2019-12-310001576427us-gaap:NoncontrollingInterestMember2019-12-3100015764272019-12-310001576427us-gaap:RetainedEarningsMember2020-01-012020-03-310001576427us-gaap:ParentMember2020-01-012020-03-310001576427us-gaap:NoncontrollingInterestMember2020-01-012020-03-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310001576427us-gaap:CommonStockMember2020-01-012020-03-310001576427us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001576427us-gaap:TreasuryStockMember2020-01-012020-03-310001576427us-gaap:CommonStockMember2020-03-310001576427us-gaap:TreasuryStockMember2020-03-310001576427us-gaap:AdditionalPaidInCapitalMember2020-03-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001576427us-gaap:RetainedEarningsMember2020-03-310001576427us-gaap:ParentMember2020-03-310001576427us-gaap:NoncontrollingInterestMember2020-03-3100015764272020-03-310001576427us-gaap:CommonStockMember2020-12-310001576427us-gaap:TreasuryStockMember2020-12-310001576427us-gaap:AdditionalPaidInCapitalMember2020-12-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001576427us-gaap:RetainedEarningsMember2020-12-310001576427us-gaap:ParentMember2020-12-310001576427us-gaap:NoncontrollingInterestMember2020-12-310001576427us-gaap:RetainedEarningsMember2021-01-012021-03-310001576427us-gaap:ParentMember2021-01-012021-03-310001576427us-gaap:NoncontrollingInterestMember2021-01-012021-03-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001576427us-gaap:CommonStockMember2021-01-012021-03-310001576427us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001576427us-gaap:TreasuryStockMember2021-01-012021-03-310001576427us-gaap:CommonStockMember2021-03-310001576427us-gaap:TreasuryStockMember2021-03-310001576427us-gaap:AdditionalPaidInCapitalMember2021-03-310001576427us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001576427us-gaap:RetainedEarningsMember2021-03-310001576427us-gaap:ParentMember2021-03-310001576427us-gaap:NoncontrollingInterestMember2021-03-3100015764272021-02-0500015764272021-02-052021-02-050001576427crto:SalesAndOperationsExpenseMember2021-01-012021-03-310001576427us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-03-310001576427us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001576427us-gaap:TradeAccountsReceivableMember2021-01-012021-03-310001576427us-gaap:TradeAccountsReceivableMember2020-01-012020-12-310001576427crto:OtherTaxesAssetsMember2021-01-012021-03-310001576427crto:OtherTaxesAssetsMember2020-01-012020-12-310001576427us-gaap:OtherCurrentAssetsMember2021-01-012021-03-310001576427us-gaap:OtherCurrentAssetsMember2020-01-012020-12-310001576427crto:NontradeReceivablesNoncurrentMember2021-01-012021-03-310001576427crto:NontradeReceivablesNoncurrentMember2020-01-012020-12-310001576427us-gaap:AvailableforsaleSecuritiesMember2021-01-012021-03-310001576427us-gaap:AvailableforsaleSecuritiesMember2020-01-012020-12-3100015764272020-01-012020-12-310001576427us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-03-310001576427us-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001576427us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-03-310001576427us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001576427us-gaap:BankTimeDepositsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-03-310001576427us-gaap:BankTimeDepositsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001576427us-gaap:BankTimeDepositsMember2021-03-310001576427srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001576427srt:OfficeBuildingMember2021-01-012021-03-310001576427crto:DataCenterMember2021-01-012021-03-310001576427srt:OfficeBuildingMember2020-01-012020-03-310001576427crto:DataCenterMember2020-01-012020-03-310001576427srt:OfficeBuildingMember2021-03-310001576427crto:DataCenterMember2021-03-31xbrli:pure0001576427srt:MinimumMember2021-01-012021-03-310001576427srt:MaximumMember2021-01-012021-03-310001576427srt:MinimumMember2020-01-012020-12-310001576427srt:MaximumMember2020-01-012020-12-310001576427crto:MarketingSolutionsMember2021-01-012021-03-310001576427crto:RetailMediaMember2021-01-012021-03-310001576427crto:MarketingSolutionsMember2020-01-012020-03-310001576427crto:RetailMediaMember2020-01-012020-03-310001576427us-gaap:RestrictedStockUnitsRSUMembercrto:Plan12Member2021-02-252021-02-250001576427us-gaap:RestrictedStockUnitsRSUMembercrto:Plan12Membersrt:ManagementMember2021-02-252021-02-250001576427crto:Plan12Memberus-gaap:PerformanceSharesMembersrt:ManagementMember2021-02-252021-02-250001576427crto:ShareOptionsandBSPCEMember2020-12-310001576427crto:RestrictedStockUnitsAndPerformanceStockUnitsMember2020-12-310001576427crto:BSAMember2020-12-310001576427crto:ShareOptionsandBSPCEMember2021-01-012021-03-310001576427crto:RestrictedStockUnitsAndPerformanceStockUnitsMember2021-01-012021-03-310001576427crto:BSAMember2021-01-012021-03-310001576427crto:ShareOptionsandBSPCEMember2021-03-310001576427crto:RestrictedStockUnitsAndPerformanceStockUnitsMember2021-03-310001576427crto:BSAMember2021-03-310001576427us-gaap:RestrictedStockUnitsRSUMember2021-03-310001576427us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001576427us-gaap:RestrictedStockUnitsRSUMembercrto:SalesAndOperationsExpenseMember2021-01-012021-03-310001576427us-gaap:RestrictedStockUnitsRSUMemberus-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-03-310001576427us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-03-310001576427us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001576427us-gaap:RestrictedStockUnitsRSUMembercrto:SalesAndOperationsExpenseMember2020-01-012020-03-310001576427us-gaap:RestrictedStockUnitsRSUMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-03-310001576427us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-03-310001576427crto:ShareOptionsandBSPCEMemberus-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001576427crto:ShareOptionsandBSPCEMembercrto:SalesAndOperationsExpenseMember2021-01-012021-03-310001576427us-gaap:GeneralAndAdministrativeExpenseMembercrto:ShareOptionsandBSPCEMember2021-01-012021-03-310001576427crto:ShareOptionsandBSPCEMemberus-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001576427crto:ShareOptionsandBSPCEMembercrto:SalesAndOperationsExpenseMember2020-01-012020-03-310001576427us-gaap:GeneralAndAdministrativeExpenseMembercrto:ShareOptionsandBSPCEMember2020-01-012020-03-310001576427crto:ShareOptionsandBSPCEMember2020-01-012020-03-310001576427us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001576427crto:SalesAndOperationsExpenseMember2020-01-012020-03-310001576427us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-03-310001576427crto:BSAMemberus-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001576427crto:BSAMembercrto:SalesAndOperationsExpenseMember2021-01-012021-03-310001576427crto:BSAMemberus-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-03-310001576427crto:BSAMemberus-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001576427crto:BSAMembercrto:SalesAndOperationsExpenseMember2020-01-012020-03-310001576427crto:BSAMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-03-310001576427crto:BSAMember2020-01-012020-03-310001576427us-gaap:RestrictedStockMember2021-01-012021-03-310001576427us-gaap:RestrictedStockMember2020-01-012020-03-310001576427crto:ShareOptionsandBSPCEMember2021-01-012021-03-310001576427crto:ShareOptionsandBSPCEMember2020-01-012020-03-31iso4217:EUR0001576427us-gaap:LineOfCreditMembercrto:BankSyndicateRCFMemberus-gaap:RevolvingCreditFacilityMember2021-03-310001576427crto:HSBCandLCLFacilitiesMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2021-03-310001576427crto:ProvisionForEmployeeRelatedLitigationMember2020-12-310001576427crto:OtherProvisionsMember2020-12-310001576427crto:ProvisionForEmployeeRelatedLitigationMember2021-01-012021-03-310001576427crto:OtherProvisionsMember2021-01-012021-03-310001576427crto:ProvisionForEmployeeRelatedLitigationMember2021-03-310001576427crto:OtherProvisionsMember2021-03-31crto:market0001576427srt:AmericasMember2021-01-012021-03-310001576427us-gaap:EMEAMember2021-01-012021-03-310001576427srt:AsiaPacificMember2021-01-012021-03-310001576427srt:AmericasMember2020-01-012020-03-310001576427us-gaap:EMEAMember2020-01-012020-03-310001576427srt:AsiaPacificMember2020-01-012020-03-310001576427country:FR2021-01-012021-03-310001576427country:FR2020-01-012020-03-310001576427country:US2021-01-012021-03-310001576427country:US2020-01-012020-03-310001576427country:DE2021-01-012021-03-310001576427country:DE2020-01-012020-03-310001576427country:GB2021-01-012021-03-310001576427country:GB2020-01-012020-03-310001576427country:JP2021-01-012021-03-310001576427country:JP2020-01-012020-03-310001576427srt:ParentCompanyMember2021-03-310001576427srt:AmericasMember2021-03-310001576427country:US2021-03-310001576427us-gaap:EMEAMember2021-03-310001576427srt:AsiaPacificMember2021-03-310001576427country:JP2021-03-310001576427srt:ParentCompanyMember2020-12-310001576427srt:AmericasMember2020-12-310001576427country:US2020-12-310001576427us-gaap:EMEAMember2020-12-310001576427srt:AsiaPacificMember2020-12-310001576427country:JP2020-12-31


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 March 31, 2021
or
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 BlancheParisFrance75009
(Address of principal executive offices) (Zip Code)

+33 1 40 40 22 90
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share
CRTONasdaq 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 May 5, 2021, the registrant had 60,727,589 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 novel coronavirus pandemic ("COVID-19"), including its macroeconomic effects, on our business, operations, and financial results; and the effect of governmental lockdowns, restrictions and new regulations on our operations and processes;
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;
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, 2020, and to Part II, Item 1A "Risk Factors" of this 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
2


CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
NotesMarch 31, 2021December 31, 2020
(in thousands)
Assets
Current assets:
    Cash and cash equivalents3$520,060 $488,011 
    Trade receivables, net of allowances of $38.7 million and $39.9 million at March 31, 2021 and December 31, 2020, respectively
4416,910 474,055 
    Income taxes12,750 11,092 
    Other taxes 69,692 69,987 
    Other current assets522,494 21,405 
    Marketable securities - current portion317,586  
    Total current assets1,059,492 1,064,550 
Property, plant and equipment, net168,036 189,505 
Intangible assets, net79,440 79,744 
Goodwill322,821 325,805 
Right of use assets - operating lease 796,266 114,012 
Marketable securities - non current portion328,281 41,809 
Non-current financial assets14,788 18,109 
Deferred tax assets13,511 19,876 
    Total non-current assets723,143 788,860 
Total assets$1,782,635 $1,853,410 
Liabilities and shareholders' equity
Current liabilities:
    Trade payables$347,209 $367,025 
    Contingencies141,773 2,250 
    Income taxes1,201 2,626 
    Financial liabilities - current portion32,114 2,889 
    Operating lease liabilities - current portion 744,501 48,388 
    Other taxes56,192 58,491 
    Employee - related payables71,450 85,272 
    Other current liabilities632,693 33,390 
    Total current liabilities557,133 600,331 
Deferred tax liabilities4,066 5,297 
Retirement benefit obligation85,621 6,167 
Financial liabilities - non-current portion3371 386 
Operating lease liabilities - non-current portion 761,874 83,007 
Other non-current liabilities9,807 5,535 
    Total non-current liabilities81,739 100,392 
Total liabilities638,872 700,723 
Commitments and contingencies
Shareholders' equity:
Common shares, 0.025 par value, 66,391,906 and 66,272,106 shares authorized, issued and outstanding at March 31, 2021, and December 31, 2020, respectively.
2,164 2,161 
Treasury stock, 5,597,601 and 5,632,536 shares at cost as of March 31, 2021 and December 31, 2020, respectively.
(87,263)(85,570)
Additional paid-in capital702,022 693,164 
Accumulated other comprehensive loss(17,825)16,028 
Retained earnings510,528 491,359 
Equity-attributable to shareholders of Criteo S.A.1,109,626 1,117,142 
Non-controlling interests34,137 35,545 
Total equity1,143,763 1,152,687 
Total equity and liabilities$1,782,635 $1,853,410 
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
3


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
NotesMarch 31,
2021
March 31,
2020
(in thousands, except share per data)
Revenue9$541,077 $503,376 
Cost of revenue:
Traffic acquisition costs(327,667)(297,364)
Other cost of revenue(34,712)(33,806)
Gross profit178,698 172,206 
Operating expenses:
Research and development expenses(31,697)(37,515)
Sales and operations expenses(79,354)(84,974)
General and administrative expenses(33,428)(25,915)
Total operating expenses(144,479)(148,404)
Income from operations34,219 23,802 
Financial expense11(718)(334)
Income before taxes33,501 23,468 
Provision for income taxes12(10,051)(7,040)
Net income$23,450 $16,428 
Net income available to shareholders of Criteo S.A.$22,406 $15,459 
Net income available to non-controlling interests$1,044 $969 
Weighted average shares outstanding used in computing per share amounts:
Basic13$60,741,674 $61,691,001 
Diluted13$64,077,409 $62,125,582 
Net income allocated to shareholders per share:
Basic130.37 0.25 
Diluted130.35 0.25 
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

4


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
March 31,
2021
March 31,
2020
(in thousands)
Net income$23,450 $16,428 
Foreign currency translation differences, net of taxes(36,983)(15,932)
Actuarial (losses) gains on employee benefits, net of taxes629 1,734 
Other comprehensive income (loss)$(36,354)$(14,198)
Total comprehensive income (loss)$(12,904)$2,230 
Attributable to shareholders of Criteo S.A.$(11,446)$1,281 
Attributable to non-controlling interests$(1,458)$949 
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
5


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Share capitalTreasury
Stock
Additional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 201966,197,181$2,158(3,903,673)$(74,900)$668,389$(40,105)$451,725$1,007,267$30,721$1,037,988
Net income15,45915,45996916,428
Other comprehensive income (loss)(14,178)(14,178)(20)(14,198)
Issuance of ordinary shares5,700393939
Change in treasury stocks(629,977)(4,934)(13,305)(18,239)(18,239)
Share-Based Compensation8,0828,082498,131
Other changes in equity(3,399)(3,399)(142)(3,541)
Balance at March 31, 202066,202,881$2,158(4,533,650)$(79,834)$676,510$(54,283)$450,480$995,031$31,577$1,026,608

Share capitalTreasury StockAdditional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202066,272,106$2,161(5,632,536)$(85,570)$693,164$16,027$491,359$1,117,142$35,545$1,152,687
Net income22,40622,4061,04423,450
Other comprehensive income (loss)(33,852)(33,852)(2,502)(36,354)
Issuance of ordinary shares119,80032,1482,1512,151
Change in treasury stocks(*)
34,935(1,693)(3,237)(4,930)(4,930)
Share-Based Compensation6,7106,710506,760
Other changes in equity
Balance at March 31, 202166,391,906$2,164(5,597,601)$(87,263)$702,022$(17,825)$510,528$1,109,626$34,137$1,143,763
(*) On February 5, 2021, Criteo's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 149,960 shares repurchased at an average price of $32.9 offset by 184,895 treasury shares used for RSUs vesting.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
6


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
2021
March 31,
2020
(in thousands)
Net income$23,450 $16,428 
Non-cash and non-operating items30,017 32,828 
    - Amortization and provisions17,225 27,044 
 - Net gain or loss on disposal of non-current assets3,945 2,266 
    - Equity awards compensation expense (1)
7,215 8,502 
    - Change in deferred taxes4,998 (2,678)
    - Change in income taxes(3,379)(2,329)
    - Other13 23 
Changes in working capital related to operating activities23,895 7,487 
    - (Increase) / Decrease in trade receivables47,226 99,388 
    - Increase / (Decrease) in trade payables(10,640)(81,679)
    - (Increase) / Decrease in other current assets(5,050)(10,398)
    - Increase/ (Decrease) in other current liabilities(4,527)(945)
    - Change in operating lease liabilities and right of use assets(3,114)1,121 
Cash from operating activities77,362 56,743 
Acquisition of intangible assets, property, plant and equipment(11,953)(11,258)
Change in accounts payable related to intangible assets, property, plant and equipment(1,827)(479)
Change in other non-current financial assets(3,252)889 
Cash used for investing activities(17,032)(10,848)
Repayment of borrowings(182)(170)
Proceeds from capital increase2,074 4 
Repurchase of treasury stocks(4,930)(18,241)
Change in other financial liabilities(378)(354)
Cash used for financing activities(3,416)(18,761)
Effect of exchange rates changes on cash and cash equivalents(24,865)(9,391)
Net increase in cash and cash equivalents32,049 17,743 
Net cash and cash equivalents at beginning of period488,011 418,763 
Net cash and cash equivalents at end of period$520,060 $436,506 
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds(8,432)(12,047)
Cash paid for interest(367)(349)
(1) Of which $6.8 million and $8.1 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended March 31, 2021 and 2020, respectively.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
7


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 powering the world's marketers with trusted and impactful advertising. We operate at the intersection of ecommerce, digital marketing and media monetization. We enable brands' and retailers' growth by providing best-in-class marketing and monetization services on the open Internet. We do this by activating commerce data through artificial intelligence ("AI") technology, reaching consumers on an extensive scale across all stages of the consumer journey, and generating advertising revenues from consumer brands for large retailers. Our vision is to build the world's leading Commerce Media Platform to deliver measurable business outcomes at scale for global brands, agencies and retailers across multiple marketing goals. Our data is pooled among our clients and publishers and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time with highly relevant digital advertisements ("ads") across devices and environments.
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".






























8


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 S.A. 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, 2020, filed with the SEC on February 26, 2021. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) revenue recognition criteria, (2) allowances for credit losses, (3) research tax credits, (4) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.
The severity, magnitude, duration and after-effects of the COVID-19 pandemic on general economic conditions increase uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes.
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, 2020, except for the update to our existing accounting policy described below:

Revenue Recognition

Principal vs Agent:

For certain customer arrangements, related to transactions using our Retail Media Platform, a new self-service solution providing transparency, measurement and control to our brand and retailer customers, we act as agent, because we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a platform fee based on a percentage of the digital advertising inventory purchased through the use of the platform. Therefore, based on these and other factors, we report the revenue earned and related costs incurred by the Retail Media Platform solution on a net basis.

Accounting Pronouncements Adopted in 2021

Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. The adoption of this new standard did not have a material impact on our consolidated financial statements.

9


Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The adoption of this new standard did not have a material impact on our consolidated financial statements.

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.

10


Note 2. Significant Events and Transactions of the Period

Restructuring

On February 1, 2021, the Company announced a plan to restructure its workforce across functions and regions to better align with the Company's evolution. We expect the plan will be completed by the end of 2021. The Company recorded $5.2 million of restructuring charges for severance related to this plan in the period ended March 31, 2021. For the three months ended March 31, 2021, $4.0 million was included in Sales and Operations expenses, $1.1 million was included in General and Administrative expenses and $0.1 million was included in Research and Development expenses.


The following table presents the breakdown of restructuring liability as of March 31, 2021, presented as part of employees related payables on the balance sheet:

(in thousands)
Restructuring liability - January 1, 2021$510 
Restructuring costs5,152 
Amount paid(84)
Restructuring liability - March 31, 20215,578 


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:
March 31, 2021December 31, 2020
(in thousands)
Trade receivables, net of allowances416,910 474,055 
Other taxes69,692 69,987 
Other current assets22,494 21,405 
Non-current financial assets14,788 18,109 
Marketable Securities45,867 41,809 
Total$569,751 $625,365 

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.


11


Financial Liabilities
March 31, 2021December 31, 2020
(in thousands)
Trade payables $347,209 $367,025 
Other taxes56,192 58,491 
Employee-related payables 71,450 85,272 
Other current liabilities32,693 33,390 
Financial liabilities2,485 3,275 
Total$510,029 $547,453 

The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows.
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.

March 31, 2021December 31, 2020
(in thousands)
Derivative Liabilities:
Included in financial liabilities - current portion$394 $925 

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.






12


Cash and Cash Equivalents
The following table presents for each reporting period, the breakdown of cash and cash equivalents:
March 31, 2021December 31, 2020
(in thousands)
Cash equivalents$154,885 $162,457 
Cash on hand365,175 325,554 
Total cash and cash equivalents$520,060 $488,011 

Cash equivalents are investments in interest–bearing bank deposits which meet ASC 230—Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.
For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows.
Marketable Securities

The following table presents for each reporting period, the breakdown of the fair value of marketable securities:
March 31, 2021December 31, 2020
(in thousands)
Securities Available-for-sale
Term Deposits$23,281 $24,538 
Securities Held-to-maturity
Term Deposits$22,586 $17,271 
Total$45,867 $41,809 

The gross unrealized gains on our marketable securities were not material as of March 31, 2021.
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-maturityAvailable-for-sale
March 31, 2021
(in thousands)
Due in one year$17,586 $ 
Due in one to five years$5,000 $23,281 
Total$22,586 $23,281 

13


Note 4. Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
March 31, 2021December 31, 2020
(in thousands)
Trade accounts receivables$455,604 $513,954 
(Less) Allowance for credit losses(38,694)(39,899)
Net book value at end of period$416,910 $474,055 
Changes in allowance for credit accounts are summarized below:
 2021 2020
(in thousands)
Balance at January 1$(39,899)$(16,068)
Allowance for credit losses through retained earnings (*)— (3,498)
Allowance for credit losses(2,759)(6,997)
Reversal of provision3,306 2,989 
Currency translation adjustment658 490 
Balance at March 31$(38,694)$(23,084)
(*) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB). ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses. We adopted ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings.
We write off accounts receivable balances once the receivables are no longer deemed collectible. During the three month period ended March 31, 2021, and March 31, 2020, the Company recovered $0.5 million, and $0.6 million, respectively, previously written off, and accounted for as a reversal of provision.
As of March 31, 2021 and December 31, 2020 no customer accounted for 10% or more of trade receivables.

14


Note 5. Other Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
March 31, 2021December 31, 2020
(in thousands)
Prepayments to suppliers$4,362 $5,613 
Other debtors3,725 5,991 
Prepaid expenses14,407 9,801 
Net book value at end of period$22,494 $21,405 

Prepaid expenses mainly consist of costs related to SaaS arrangements and office rental advance payments.


15


Note 6. Other Current Liabilities
Other current liabilities are presented in the following table:
March 31, 2021December 31, 2020
(in thousands)
Clients' prepayments$11,575 $12,234 
Credit notes15,529 14,433 
Accounts payable relating to capital expenditures2,366 4,721 
Other creditors2,235 1,918 
Deferred revenue988 84 
Total$32,693 $33,390 

16


Note 7. Leases
The components of lease expense are as follows:
Three Months Ended
March 31, 2021March 31, 2020
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$6,543 $6,398 $12,941 $6,314 $6,536 $12,850 
Short term lease expense76 7 83 286 56 342 
Variable lease expense144 73 217 9 516 525 
Sublease income(188) (188)(202) (202)
Total operating lease expense$6,575 $6,478 $13,053 $6,407 $7,108 $13,515 

As of March 31, 2021, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:

OfficesData Centers
(in thousands)
Additional operating lease liabilities$ $7,893 
Additional right of use assets$ $7,893 
These operating leases will commence during the year ending December 31, 2021.


17


Note 8. Employee Benefits

Defined Benefit Plans
According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.
The following table summarizes the changes in the projected benefit obligation:
Projected benefit obligation
(in thousands)
Projected benefit obligation present value at January 1, 2020
$8,485 
Service cost
2,232 
 Interest cost
95 
Actuarial losses (gains)
(5,214)
Currency translation adjustment
569 
Projected benefit obligation present value at December 31, 2020
$6,167 
Service cost
337 
 Interest cost
13 
Actuarial losses (gains)
(629)
Currency translation adjustment
(267)
Projected benefit obligation present value at March 31, 2021
$5,621 

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:
Three months endedYear ended
March 31,
2021
December 31, 2020
Discount rate (Corp AA)
1.25%
0.85%
Expected rate of salary increase
5%
5%
Expected rate of social charges
49% - 50%
49% - 50%
Expected staff turnover
% - 17.8%
% - 17.8%
Estimated retirement age
Progressive tableProgressive table
Life table
TH-TF 2000-2002 shiftedTH-TF 2000-2002 shifted


18


Defined Contribution Plans
The total expense represents contributions payable to these plans by us at specified rates.
In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions concern France, the United States, for 401k plans, and the United Kingdom.
Three Months Ended
March 31,
2021
March 31,
2020
(in thousands)
Defined contributions plans included in personnel expenses
$(5,553)$(3,429)

19


Note 9. Revenue

Disaggregation of revenue
The following table presents our disaggregated revenues:
Marketing SolutionsRetail MediaTotal
For the three months ended(in thousands)
March 31, 2021$483,190 $57,887 $541,077 
March 31, 2020$469,773 $33,603 $503,376 



20


Note 10. Share-Based Compensation
The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants (Bons de Souscription d'Actions or "BSAs").
During the three months ended March 31, 2021, there was one grant of RSUs under the Employee Share Option Plan 13 as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
On February 25, 2021, 96,450 RSUs were granted to Criteo employees subject to continued employment and 235,850 RSUs and 235,848 PSUs were granted to members of the management subject to continued employment.
There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

Change in number of outstanding BSPCE / OSA / RSU / BSA
OSA/BSPCE RSU/PSUBSATotal
Balance at January 1, 20212,102,158 4,954,091 343,775 7,400,024 
Granted 568,148  568,148 
Exercised (OSA/BSPCE/BSA)(101,710)  (101,710)
Vested (RSU) (181,505) (181,505)
Forfeited(9,564)(215,956) (225,520)
Expired(700)  (700)
Balance at March 31, 20211,990,184 5,124,778 343,775 7,458,737 

Breakdown of the Closing Balance
OSA/BSPCERSU BSA
Number outstanding1,990,184 5,124,778 343,775 
Weighted-average exercise price23.33 NA15.12 
Number vested1,527,511  221,562 
Weighted-average exercise price26.23 NA17.00 
Weighted-average remaining contractual life of options outstanding, in years5.50NA6.54


21


Reconciliation with the Unaudited Consolidated Statements of Income
Three Months Ended
March 31, 2021March 31, 2020
(in thousands)
R&DS&OG&ATotalR&DS&OG&ATotal
RSUs$(2,496)$(1,649)$(2,288)$(6,433)$(2,369)$(3,619)$(1,988)$(7,976)
Share options / BSPCE (105)(222)(327) (61)(94)(155)
Total share-based compensation(2,496)(1,754)(2,510)(6,760)(2,369)(3,680)(2,082)(8,131)
BSAs  (455)(455)  (371)(371)
Total equity awards compensation expense$(2,496)$(1,754)$(2,965)$(7,215)$(2,369)$(3,680)$(2,453)$(8,502)

22


Note 11. Financial Income and Expenses
The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows:
Three Months Ended
March 31,
2021
March 31,
2020
(in thousands)
Financial income from cash equivalents$128 $382 
Interest and fees(540)(432)
Interest on debt(417)(380)
Fees(123)(52)
Foreign exchange gain (loss)(798)(1,628)
Other financial expense492 1,344 
Total financial expense$(718)$(334)

The $0.7 million and the $0.3 million financial expenses for the three months ended March 31, 2021 and March 31, 2020, respectively, were driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At March 31, 2021, 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.




23


Note 12. Income Taxes
Breakdown of Income Taxes
The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.
The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows:
Three Months Ended
March 31, 2021March 31, 2020
(in thousands)
Current income tax$(5,053)$(9,718)
Net change in deferred taxes(4,998)2,678 
Provision for income taxes$(10,051)$(7,040)

For the three months ended March 31, 2021 and March 31, 2020, we used an annual estimated tax rate of 30% to calculate the provision for income taxes. The effective tax rate was 30% for the three months ended March 31, 2021 and 2020, respectively.
Current tax assets and liabilities
The total amount of current tax assets consists mainly of prepayments of income taxes and credits of Criteo S.A, Criteo Corp., and Criteo GmbH and Criteo K.K.
24


Note 13. Earnings Per Share
Basic Earnings Per Share
We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
Three Months Ended
March 31, 2021March 31, 2020
Net income attributable to shareholders of Criteo S.A.$22,406 $15,459 
Weighted average number of shares outstanding60,741,674 61,691,001 
Basic earnings per share$0.37 $0.25 
Diluted Earnings Per Share
We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of March 31, 2020 and March 31, 2021. Consequently, all potential dilutive effects from shares are considered.
For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price).
Three Months Ended
March 31, 2021March 31, 2020
Net income attributable to shareholders of Criteo S.A.$22,406 $15,459 
Weighted average number of shares outstanding of Criteo S.A.60,741,674 61,691,001 
Dilutive effect of :
Restricted share awards ("RSUs")2,972,382 264,309 
Share options and BSPCE296,071 153,786 
Share warrants67,282 16,486 
Weighted average number of shares outstanding used to determine diluted earnings per share64,077,409 62,125,582 
Diluted earnings per share$0.35 $0.25 

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, 2021March 31, 2020
Restricted share awards332,300 2,241,223 
Share options and BSPCE  
Weighted average number of anti-dilutive securities excluded from diluted earnings per share 332,300 2,241,223 

25


Note 14. Commitments and contingencies
Commitments
Revolving Credit Facilities "RCF", Credit Line Facilities and Bank Overdrafts     
We are party to an RCF with a syndicate of banks which allows us to draw up to €350.0 million ($410.4 million).
We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of €21.5 million ($25.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of March 31, 2021, 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 litigationOther provisionsTotal
(in thousands)
Balance at January 1, 2021$1,179 $1,071 $2,250 
Increase265  265 
Provision used(247) (247)
Provision released not used*(400) (400)
Currency translation adjustments(47)(48)(95)
Balance at March 31, 2021$750 $1,023 $1,773 
 - of which current750 1,023