Income Taxes | Income Taxes Breakdown of Income Taxes The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Current income tax expense (benefit) $ 27,584 $ 34,811 $ 28,477 France 5,665 16,549 16,379 International 21,919 18,262 12,098 Deferred tax expense (benefit) 3,602 (18,642) 3,720 France 5,868 (9,574) (4,548) International (2,266) (9,068) 8,268 Provision for income tax expense (benefit) $ 31,186 $ 16,169 $ 32,197 Income before taxes included income (loss) from France of $(4.2) million,$109.9 million and $114.4 million for the periods ended 2022, 2021 and 2020 respectively. Income (loss) before taxes from countries outside of France totaled $46.2 million, $46.9 million and $(7.5) million for the periods ended December 31, 2022, 2021 and 2020, respectively. Reconciliation between the Effective and Nominal Tax Expense The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 25.8% (excluding additional contributions): Year Ended December 31, 2022 2021 2020 (in thousands) Income before taxes $ 42,061 $ 153,816 $ 106,886 Theoretical group tax-rates 25.8 % 28.4 % 32.0 % Nominal tax expense (benefit) 10,860 43,684 34,225 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) (2,901) (4,830) (5,298) Shared-based Compensation 2,895 (1,429) 11,604 BEAT tax — 6,560 18,640 Non-tax deductible provision from loss contingency on regulatory matters (see Note 19) 16,971 — — Nondeductible Expenses 6,178 6,476 (8,979) Non recognition of deferred tax assets 3,190 1,666 6,026 Utilization or recognition of previously unrecognized tax losses (1,338) (10,357) (2,511) French CVAE (1) 1,635 2,170 3,464 Income eligible to reduced taxation rate (2) (6,766) (25,655) (13,402) Change in Uncertain Tax Positions 412 — — Effect of different tax rates 201 395 (3,963) Other differences (151) (2,511) (7,609) Effective tax expense (benefit) $ 31,186 $ 16,169 $ 32,197 Effective tax rate 74.1 % 10.5 % 30.1 % Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.” (1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France (2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income Deferred Tax Assets and Liabilities The following table shows the changes in the major sources of deferred tax assets and liabilities: (in thousands) Year ended December 31, 2020 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2021 Net deferred tax assets : Net operating loss carryforwards $24,576 $7,082 $— $2,542 $— $(672) $33,528 Shared-based Compensation 6,712 4,727 — — (5,177) 23 6,285 Bad debt allowance 5,216 425 — — — (96) 5,545 Personnel-related accruals 6,850 2,093 — 21 — (183) 8,781 Other accruals 4,918 1,385 — — — (583) 5,720 Projected benefit obligation 1,784 164 (398) — — (121) 1,429 Financial instruments 268 (275) — — — (8) (15) Tax Credits 16,214 817 — — — — 17,031 Other (1,026) (212) — — 5,177 5 3,944 Net deferred tax liabilities: Intangibles (14,689) 1,471 — (1,817) — 63 (14,972) Gross Deferred Income Taxes 50,823 17,677 (398) 746 — (1,572) 67,276 Valuation allowance (36,341) 965 229 (746) — 899 (34,994) Net Deferred Income Taxes 14,482 18,642 (169) — — (673) 32,282 (in thousands) Year ended December 31, 2021 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2022 Net deferred tax assets : Net operating loss carryforwards $33,528 $(10,285) $— $— $— $(1,793) $21,450 Shared-based Compensation 6,285 (469) — — — (11) 5,805 Bad debt allowance 5,545 (291) — — — (62) 5,192 Personnel-related accruals 8,781 (225) — 7 — (144) 8,419 Other accruals 5,720 (1,455) — — — (287) 3,978 Projected benefit obligation 1,429 472 (855) — — (88) 958 Intangibles (14,972) 17,996 — 1,550 653 117 5,344 Tax Credits 17,031 (11,242) — — — — 5,789 Other 3,944 (607) — 7 85 (293) 3,136 Net deferred tax liabilities: Financial instruments (15) (726) — — — (8) (749) Gross Deferred Income Taxes 67,276 (6,832) (855) 1,564 738 (2,569) 59,322 Valuation allowance (34,994) 3,230 513 (955) (653) 1,720 (31,139) Net Deferred Income Taxes 32,282 (3,602) (342) 609 85 (849) 28,183 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As of December 31, 2022, 2021 and 2020, the valuation allowance against net deferred income taxes amounted to $31.1 million, $35.0 million and $37.3 million, which related mainly to Criteo Corp. ($5.7 million, $5.7 million and $13.3 million, respectively), Criteo Brazil ($3.3 million, $2.7 million and $2.8 million, respectively), Criteo Ltd ($8.1 million, $7.6 million and $7.4 million, respectively), Criteo China ($1.1 million, $3.3 million and $3.3 million, respectively), Criteo Singapore ($1.5 million, $4.2 million and $3.3 million), Criteo Pty ($2.6 million, $2.7 million and $2.8 million) and Criteo France ($6.5 million, $6.2 million and $1.0 million, respectively). The Company mainly has net operating loss carryforwards in the U.S. for $51.0 million in various states, which begin to expire in 2034 and net operating loss carryforwards in the United Kingdom for $40.1 million which have no expiration date. The company has $5.8 million of state R&D tax credits which can be carry-forward indefinitely. Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. As of December 31, 2022, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. Ongoing tax audits As a multinational corporation, we are subject to regular review and audit by U.S. federal and state, and foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate. Tax years ending on or after December 31, 2020 are subject to examination in France, and tax years ending on or after December 31, 2020 are subject to examination in the US. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2022 2021 and 2020: Year Ended December 31, 2022 2021 2020 (in thousands) Beginning balance of unrecognized tax benefits $ — $ — $ — Increases related to current year tax positions $ 13,315 — — Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 13,315 — — Interest and penalties associated with unrecognized tax benefits $ 4,665 — — Ending balance of unrecognized tax benefits (including interest and penalties) $ 17,980 — — The total amount of gross unrecognized tax benefits, including related interest and penalties, was $18.0 million as of December 31, 2022. All of the unrecognized tax benefits are considered non-current. Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. During the year ended December 31, 2022, interest expense recorded related to uncertain tax positions was $0.4 million Our Uncertain Tax Positions relate to the acquisition of Iponweb. For more information regarding the acquisitions and UTP items please refer to Note 2 Business Combinations. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. |