IFRS CONSOLIDATED FINANCIAL STATEMENTS

Please note that because we are a French company, the full text of the consolidated financial statements included herein has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail.

TALEND S.A.

9 Rue Pages

92150 Suresnes, France

CONSOLIDATED FINANCIAL STATEMENTS

For the fiscal year ending on

December 31, 2019

TALEND S.A.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

Notes

As of December 31,

2018

2019

ASSETS

Current assets:

Cash and cash equivalents

13

$

34,104

$

177,075

Trade receivables, net

12

67,531

80,896

Contract acquisition costs

3

9,469

10,695

Other current assets

13

9,461

11,888

Total current assets

120,565

280,554

Non-current assets:

Contract acquisition costs

3

17,558

22,050

Right-of-use assets

20

-

27,821

Property and equipment, net

10

6,335

5,348

Goodwill

11

49,659

49,744

Intangible assets, net

11

19,420

14,018

Other non-current assets

13

3,661

4,382

Total non-current assets

96,633

123,363

Total assets

$

217,198

$

403,917

LIABILITIES

Current liabilities:

Trade and other payables

13

$

41,827

$

45,043

Provisions

13

408

2,522

Contract liabilities - deferred revenue, current

3

120,329

142,616

Lease liabilities, current

-

5,047

Borrowings

19

208

227

Total current liabilities

162,772

195,455

Non-current liabilities:

Deferred income taxes

9

469

768

Provisions

13

950

1,137

Contract liabilities - deferred revenue, non-current

3

20,784

17,807

Lease liabilities, non-current

0

24252

Borrowings

19

676

130,490

Total non-current liabilities

22,879

174,454

Total liabilities

185,651

369,909

Commitments and contingencies (Note 21)

EQUITY (DEFICIT)

Share Capital

Share Premium

Foreign currency translation reserve

Share-based payments reserve

Other reserves

Accumulated losses

Total shareholders' equity (deficit)

Total liabilities and shareholders' equity (deficit)

16

3,128

3,205

210,187

241,505

404

1,107

34,691

68,483

16

138

207

(217,001)

(280,499)

31,547

34,008

$

217,198

$

403,917

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

1

TALEND S.A.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Notes

Year Ended December 31,

2018

2019

Revenue

Subscriptions

$

176,363

$

217,047

Professional services

29,436

30,814

Total revenue

14

205,799

247,861

Cost of revenue

Subscriptions

23,094

32,256

Professional services

26,400

28,624

Total cost of revenue

49,494

60,880

Gross profit

156,305

186,981

Operating expenses

Sales and marketing

113,794

138,015

Research and development

42,359

63,017

General and administrative

40,357

45,219

Total operating expenses

196,510

246,251

Loss from operations

(40,205)

(59,270)

Finance income

8

911

673

Finance expense

8

(56)

(4,667)

Loss before income tax expense

(39,350)

(63,264)

Income tax (expense) benefit

9

323

(149)

Net loss for the year

$

(39,027)

$

(63,413)

Net loss per share attributable to ordinary shareholders:

Basic and diluted net loss per share

18

$

(1.31)

$

(2.07)

Weighted-average shares outstanding used to compute net loss per share attributable

29,841

30,563

to ordinary shareholders:

The above consolidated statements of operations should be read in conjunction with the accompanying notes.

2

TALEND S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Year Ended December 31,

2018

2019

Net loss

$

(39,027)

$

(63,413)

Other comprehensive gain (loss)

Items that may be reclassified subsequently to profit and loss:

Foreign currency translation adjustment

(268)

703

Total comprehensive loss

$

(39,295)

$

(62,710)

The above consolidated statements of comprehensive loss should be read in conjunction with the accompanying notes.

3

TALEND S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(in thousands, except share data)

Foreign currency

Share-based

translation

payment

Other

Accumulated

Total

Share capital

Share premium

reserve

reserve

reserves

loss

equity

Balance at December 31, 2017

3,059

$

201,536

$

672

$

13,854

$

49

$

(220,280)

$

(1,110)

Adjustment on initial application of IFRS 15, net of tax

-

-

-

-

-

42,306

42,306

Restated balance at January 1, 2018

3,059

201,536

672

13,854

49

(177,974)

41,196

Comprehensive loss:

Net loss for the year

-

-

-

-

-

(39,027)

(39,027)

Other comprehensive loss

-

-

(268)

-

-

-

(268)

Total comprehensive loss for the year

-

-

(268)

-

-

(39,027)

(39,295)

Restricted stock units reserve

-

(138)

-

-

89

-

(49)

Shares issued from restricted stock unit vesting

8

(8)

-

-

-

-

-

Exercise of stock awards

57

6,996

-

-

-

-

7,053

Issuance of ordinary shares in connection with employee stock purchase

4

1,801

1,805

plan

-

-

-

-

Stock-based compensation

-

-

-

20,837

-

-

20,837

Balance at December 31, 2018

3,128

$

210,187

$

404

$

34,691

$

138

$

(217,001)

$

31,547

Adjustment on initial application of IFRS 16, net of tax

-

-

-

-

-

(85)

(85)

Restated balance at January 1, 2019

3,128

210,187

404

34,691

138

(217,086)

31,462

Comprehensive loss:

Net loss for the year

-

-

-

-

-

(63,413)

(63,413)

Other comprehensive loss

-

-

703

-

-

-

703

Total comprehensive loss for the year

-

-

703

-

-

(63,413)

(62,710)

Equity component of 2024 Notes, net of issuance costs

-

20,921

-

-

-

-

20,921

Restricted stock units reserve

-

(69)

-

-

69

-

-

Shares issued from restricted stock unit vesting

27

(27)

-

-

-

-

-

Exercise of stock awards

38

5,767

-

-

-

-

5,805

Issuance of ordinary shares in connection with employee stock purchase

12

4,726

-

4,738

plan

-

-

-

Stock-based compensation

-

-

-

33,792

-

-

33,792

Balance at December 31, 2019

3,205

$

241,505

$

1,107

$

68,483

$

207

$

(280,499)

$

34,008

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

4

TALEND S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2018

2019

Cash flows from operating activities:

Net loss for the year

$

(39,027)

$

(63,413)

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation

2,034

2,779

Amortization of intangible assets

2,521

5,295

Amortization of debt discount and issuance costs

-

1,534

Amortization of right-of-use assets

-

4,658

Unrealized (gain) loss foreign exchange

134

617

Interest accrued

-

806

Interest on lease liabilities

-

1,198

Share-based compensation

20,837

33,792

Deferred income taxes

(327)

-

Income tax for the year

(323)

149

Income tax (paid) received

(302)

(377)

Changes in operating assets and liabilities:

Trade receivables

(12,387)

(13,623)

Operating leases

-

(875)

Other assets

(6,435)

(8,513)

Trade and other payables

12,386

4,704

Provisions

(454)

2,089

Contract liabilities - deferred revenue

24,778

19,729

Net cash (used in) from operating activities

3,435

(9,451)

Cash flows from investing activities:

Acquisition of property and equipment

(5,006)

(2,191)

Cash consideration for business acquisition, net of cash acquired

(59,493)

-

Net cash used in investing activities

(64,499)

(2,191)

Cash flows from financing activities:

Proceeds from issuance of convertible senior notes, net of issuance costs

-

147,498

Proceeds from issuance of ordinary shares related to exercise of stock awards

7,053

5,805

Proceeds from issuance of ordinary shares related to employee stock purchase plan

1,805

4,738

Repayment of borrowings

(242)

(203)

Principal payments of lease liabilities

-

(5,066)

Net cash from financing activities

8,616

152,772

Net increase (decrease) in cash and cash equivalents

(52,448)

141,130

Cash and cash equivalents at beginning of the year

87,388

34,104

Effect of exchange rate changes on cash and cash equivalents

(836)

1,841

Cash and cash equivalents at end of year

$

34,104

$

177,075

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate information

The Company is incorporated in France with its registered office located at 9, rue Pages, 92150 Suresnes. Information on the Group's structure is provided in Note 23, "Group Information".

Talend's software platform, Talend Data Fabric, integrates data and applications in real-time across modern big data and cloud environments, as well as traditional systems, allowing organizations to develop a unified view of their business and customers.

The accompanying consolidated financial statements of Talend S.A. (the "Company") and its subsidiaries (together, "Talend" or the "Group") were authorized for issue by the board of directors on [May 1, 2020].

In August 2016, the Company completed its initial public offering ("IPO") in which 5.7 million ordinary shares were issued and sold, including 456,852 additional ordinary shares purchased by the underwriters, at a public offering price of $18.00 per share. Net proceeds were $91.3 million after deducting underwriting discounts and commissions of $7.2 million and other offering expenses of $4.2 million.

Prior to the Company's IPO a 1-for-8 reverse share split, effective on June 18, 2016, was approved by Talend S.A. shareholders at the General Meeting of Shareholders on June 1, 2016.

2. Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and related interpretations issued by the IFRS Interpretations Committee.

(a) Recently adopted accounting standards

In January 2016, the IASB issued the IFRS 16, Leases,which supersedes the existing leases standard, IAS

17, Leases, and related interpretations. The standard introduces a single lessee accounting model. The new lease standard will require companies to bring most leases on-balance sheet, as recognized assets and liabilities. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short-term leases and leases of low value items. Lessor accounting remains similar to the current standard. The standard also contains enhanced disclosure requirements for lessees. It is effective for the Group for financial periods beginning on January 1, 2019, though early adoption is permitted and provides alternative approaches to adoption. The Group has adopted the standard utilizing the modified retrospective transition method, as of the effective date of IFRS 16, which for the Group is January 1, 2019, with a cumulative-effect adjustment to equity. As a result, the Group recognized $27.1 million of operating lease assets and $27.7 million of operating lease liabilities using a weighted average incremental borrowing rate of 5.7%. This method allows entities to continue to apply legacy guidance, including disclosure requirements in the comparative periods presented in the year of adoption.

In June 2017, the IASB issued the IFRIC 23, Uncertainty over Income Tax Treatments,which addresses the accounting treatments for tax uncertainties. The standard applies to all aspects of income tax accounting when there is uncertainty about the income tax treatment of an item, including taxable profit or loss, the tax basis of assets and liabilities, tax losses and credits, and tax rates. The standard is effective for the Group for financial periods beginning on January 1, 2019, though early adoption is permitted and provides alternative approaches to adoption. The standard did not have a material impact to the Group's consolidated financial statements.

(b) Accounting standards issued not yet adopted

There have been no other recent accounting pronouncements or changes in accounting pronouncements that would be significant, or potentially significant, to the Group.

The significant accounting policies adopted in the preparation of these consolidated financial statements are set out

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

below. These accounting policies have been consistently applied to all years presented, unless otherwise stated.

The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments measured at fair value through profit or loss.

3. Summary of significant accounting policies

  1. Principles of consolidation

The consolidated financial statements include the consolidated statements of financial position, statements of operations, comprehensive loss, changes in equity (deficit) and cash flows of the Company and its consolidated subsidiaries. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. From the date that control ceases, these entities are no longer consolidated.

The Group has included the financial results of Stich, Inc. in its consolidated financial statements from the date of acquisition on November 9, 2018, which have not been material to date.

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances have been eliminated in the consolidation process.

(b) Business combinations

Business combinations are accounted for using the acquisition method whereby acquired companies are included in the consolidated financial statements from their acquisition date. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred to the Group and liabilities assumed by the Group.

If contingent consideration is identified in an acquisition, it is recorded at fair value determined on the acquisition date using a discounted cash flow model. Subsequently, contingent consideration that is classified as equity is not re-measured while other contingent consideration is re-measured to fair value at each reporting period with gains or losses recorded in profit and loss. The Group elects on a transaction-by-transaction basis whether to measure non- controlling interest at its fair value, or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date.

Transaction costs, other than those associated with the issue of debt or equity securities, which are incurred by the Group in connection with a business combination are expensed as incurred and recorded in general and administrative expenses.

The Group measures goodwill as the consideration transferred plus the recognized amount of any non-controlling interest in the acquired entity, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill is subsequently measured at cost less accumulated impairment losses. If the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred plus the amount of any non-controlling interests in the acquired entity, the excess is recognized in the consolidated statements of operations as a bargain purchase gain.

(c) Foreign currency

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Functional and presentation currency

The functional currency for the Company is the Euro; however, these consolidated financial statements are presented in U.S. dollars, which is the Company's reporting currency. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign operations into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign operations into the U.S. dollar reporting currency at average exchange rates for the period. Accumulated translation adjustments are reported in stockholders' equity, as a component of accumulated other comprehensive income (loss).

The Group determines the functional currency of each subsidiary in accordance with International Accounting Standard ("IAS") 21, The Effects of Changes in Foreign Exchange Rates, based on the currency of the primary economic environment in which each subsidiary operates, and items included in the financial statements of such entity are measured using that functional currency.

Foreign currency transactions

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Foreign currency differences arising on translation are generally recognized in the consolidated statements of operations.

Long-term monetary assets held by the Company in a foreign subsidiary for which settlement is neither planned nor likely to occur in the foreseeable future are a part of the entity's net investment in a foreign operation. Accordingly, pursuant to IAS 21, exchange differences on these items are recorded in other comprehensive income until the investment's disposal or disqualification. Otherwise, exchange differences are recorded in the consolidated statements of operations.

Translation from functional to presentation currency

Assets and liabilities of the Company and its subsidiaries are translated from their functional currency into the U.S. dollar presentation currency at the rate of exchange prevailing at the reporting date and their income statements are translated at average exchange rates as long as they represent a reasonable approximation of the exchange rates at the dates of the relevant transactions. The average rate is determined by taking the average of the month-end closing rates, unless such method results in a material distortion.

The exchange differences arising on translation to the presentation currency for consolidation are recognized in other comprehensive income (loss) and accumulated in the foreign currency translation reserve.

Main exchange rates used for translation

The main exchange rates used for translation (one unit of each foreign currency converted to USD) are summarized in the following table:

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2018

2019

Closing rate

Average rate

Closing rate

Average rate

Euro (€)

1.1436

1.1815

1.1214

1.1198

Pound Sterling (£)

1.2735

1.3355

1.3159

1.2769

Japanese Yen

0.0091

0.0091

0.0092

0.0092

Chinese Yuan Renminbi (RMB)

0.1454

0.1514

0.1437

0.1448

Swiss Francs (CHF)

1.0152

1.0229

1.0328

1.0064

Canadian Dollar (CAD)

0.7346

0.7721

0.7673

0.7537

Australian Dollar (AUD)

0.7059

0.7478

0.7011

0.6955

Singapore Dollar (SGD)

0.7340

0.7416

0.7432

0.7331

Swedish Krona (SEK)

0.1118

0.1153

0.1072

0.1058

Indian Rupee (INR)

0.0143

0.0147

0.0140

0.0142

(d) Revenue recognition

The Group primarily derives revenue from contracts with customers from the sale of subscriptions and professional services engagements. The Group determines revenue recognition through the following steps:

  1. Identification of the contract, or contracts with a customer- The Group enters into binding agreements with its customers that identify each party's rights regarding the services to be performed and are evidenced by order forms. The Group determines it has a contract with a customer when an order form has been fully executed and uses judgement in determining when collectability of consideration is probable. For this assessment, the Group considers the size of the transaction, the payment history, the nature of services provided and other relevant customer information.
  2. Identification of the performance obligations in the contract -When a contract is identified, the Group considers the terms of its subscription and all other relevant facts, including the economic substance of these transactions. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the performance obligation is separately identifiable from other promises in the contract and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Group applies judgment to determine whether multiple promised products and services in a contract should be accounted for separately.
  3. Determination of the transaction price -The transaction price is determined based on the consideration that the Group expects to be entitled in exchange for transferring products and services to the customer. The Group has determined that the order amount in the executed order forms constitutes the transaction price of the contract. Executed order forms do not include variable amounts, non-cash considerations or considerations that are paid to the customers. None of the Group's contracts contain a significant financing component.
  4. Allocation of the transaction price to the performance obligations in the contract -If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Group allocates the transaction price to each performance obligation based on a relative standalone selling price ("SSP") basis. The Group determined SSPs using the "expected cost plus a margin" approach as it maximizes the use of available observable inputs.
  5. Recognition of revenue when, or as, the Company satisfies a performance obligation -The Group recognizes revenue when control over performance obligations transfers to customers, in amounts that reflect the consideration the Group expects to be entitled to in exchange for those services.

Subscriptions

Subscription revenue consists of fees earned from arrangements to provide customers with the right to use our commercial software either in a cloud-based infrastructure that we provide or installed within the customer's own environment through on-premise licenses. Our subscriptions include unspecified future updates, upgrades and technical

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

product support. Subscription fees are based primarily on the number of users of our software and to a lesser extent the processing power required to operate the software. Our subscription-based arrangements generally have a contractual term of one to three years. We primarily sell annual contracts that are invoiced in advance for the full subscription term. We intend to continue enter to multi-year contracts with annual payment schedules. Subscription fees are generally non- refundable regardless of the actual use of the service. For the fiscal years ended December 31, 2019 and 2018, new subscription sales each had an average pre-billed duration of 1.1 years. The Group sells subscriptions to customers either directly or indirectly through non-exclusivevalue-added channel partners and resellers (collectively, "resellers"). Resellers market, sell and provide the Group's products and support services to end-users and the Group does not have the ability or the contractual right to establish pricing between resellers and end users.

Additionally, the Group occasionally enters into arrangements to embed its proprietary software or other generated code into a third-party application or service in exchange for sales- or usage-based royalties. As licensees do not generally report and pay royalties owed for sales/usage in any given quarter until after conclusion of that quarter, the Group recognizes royalty revenue based on estimates of licensees' sales/usage in the quarter, with a booking each quarter and a royalty estimate true up recorded in the following quarter as a separate booking.

On-premise

Subscriptions for our on-premise licenses include both a right to use the Group's underlying intellectual property ("IP") and a right to receive post-contract customer support ("PCS") during the subscription term. PCS is comprised of maintenance services (including updates and upgrades to the software on a when-and if available basis) and support services (including technical product support such as diagnosis and resolution of implementation and customer success services such as case reviews, integration job design and operational performance metrics). The IP rights and the rights to receive PCS represent two separate performance obligations as they are not highly interdependent or interrelated and they can be transferred independently.

The Group does not have observable SSP for its licenses or its PCS as they are not sold separately. The Group developed a model to estimate relative SSP for each performance obligation using a "expected cost plus a margin" approach. This model uses observable datapoints to develop the main assumptions including the estimated useful life of the IP and appropriate margins. Based on this approach, the Group generally allocated 16% of the transaction price to the IP performance obligation and generally allocated 84% of the transaction price to the PCS performance obligation during each of the twelve months periods ended December 31, 2019 and 2018. The Group analyzed the relative allocation that resulted from the Group's estimated SSP against the relative transaction price allocation of peer companies, including those that also sell, like the Group, software that is principally open-source and those that sell similar software that is proprietary (i.e. not available on an open source basis).

Revenue from the rights to use our IP is recognized upon delivery of the license key to the customer. Revenue from the rights to receive post-contract support is recognized ratably over the subscription term. Revenue through resellers follows the same revenue recognition pattern as applied for post-contract support.

Cloud-based

Subscriptions for our cloud-based offerings represent the right of access to our software as a service for which revenue is recognized ratably over the term of the arrangement.

Professional services

Professional services revenue consists of fees earned for consulting engagements related to the deployment and configuration of our product offering, training customers and associated expenses. Consulting engagements include implementation support to our customers during subscription setup and consist of time-based arrangements usually paid in advance, on delivery or at the completion of the contract. Training revenue results from contracts to provide educational services to customers and partners regarding the use of the Group's technologies. The standalone selling price of a consulting or training service component is based on historical pricing for the component or a similar component that has been sold on a standalone basis.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue from professional services is recognized as services are rendered.

Contracts with multiple performance obligations

The Group may enter into transactions that contain multiple performance obligations where a subscription and consulting and training services are sold together. For these contracts, the Group accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.

The Group is able to determine reliably the standalone selling price of a consulting or training service component based on historical pricing for the component or a similar component that has been sold on a standalone basis.

Contract acquisition costs

Contract acquisition costs consist of sales commissions earned by our sales force to initially obtain a contract, and upon renewal of such contracts. Sales commissions to initially obtain a contract are considered incremental and recoverable costs and are deferred and then amortized on a straight-line basis over the period of benefit determined to be five years, which includes the contractual and expected renewal periods. The Group recognizes the incremental costs to initially obtain a contract with a customer on the statement of financial position if the Group expects the benefit of those costs to be longer than one year. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations.

Sales commissions paid upon renewal are substantially lower than the commissions paid to initially obtain the contract and are expensed in the period the contract is renewed. The majority of customer contracts are annual and as a result these renewals commissions are paid on an annual basis.

Contract liabilities - deferred revenue

Deferred revenue predominantly consists of the portion of the subscription price allocated to support and maintenance services that will be recognized ratably over the remaining subscription term, and prepaid but unused consulting and training services.

Disclosures Related to our Contracts with Customers

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Group's contracts with customers. The Group may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets would be recorded as contract assets rather than receivables when receipt of the consideration is conditional on something other than the passage of time.

Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current contract liabilities - deferred revenue in the statement of financial position.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Under IFRS 15, contracts with customers are reflected in the consolidated balance sheets. The following table reflects the Group's accounts receivables, contract acquisition costs and contract liabilities - deferred revenue (in thousands).

  • Accounts receivable, net represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. It is presented net of the allowance for doubtful accounts as part of current assets.
  • Contract assets - are unbilled revenue, represent timing difference between the satisfaction of performance obligations by the Group and the invoicing and collection of related amounts.
  • Contract acquisition costs include deferred sales commissions.
  • Contract liabilities - deferred revenue represents amounts received as consideration from the Group's customers in advance of performance on a portion of the contract as of the end of the reporting period. Under IFRS 15, this balance represents our contract liabilities.

As of December 31,

2018

2019

Assets

Accounts receivable, net

$

67,531

$

80,896

Contract assets - unbilled revenue

941

2,095

Contract acquisition costs - current

9,469

10,695

Contract acquisition costs - non-current

17,558

22,050

Total contract assets

$

95,498

$

115,736

Liabilities

Contract liabilities - deferred revenue - current

120,329

142,616

Contract liabilities - deferred revenue - non-current

20,784

17,807

Total contract liabilities

$

141,113

$

160,423

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant changes in the contract acquisition costs and the contract liabilities balances during the period are as follows (in thousands):

Contract assets -

Contract

Contract liabilities -

unbilled revenue

acquisition costs

deferred revenue

Balances at January 1, 2018

$

782

$

23,390

$

140,217

Transferred to accounts receivable from unbilled revenue

(628)

-

-

Increase due to new unbilled revenue

787

-

-

Additional contract acquisition costs deferred

-

12,944

-

Amortization of deferred contract acquisition costs

-

(9,307)

-

Performance obligations satisfied during the period that were

included in the contract liability balance at the beginning of the

period

-

-

(117,162)

Increases due to invoicing prior to satisfaction of performance

obligations, net of amounts recognized as revenue during the

period

-

-

118,058

Balances at December 31, 2018

941

27,027

141,113

Transferred to accounts receivable from unbilled revenue

(849)

-

-

Increase due to new unbilled revenue

2,003

-

-

Additional contract acquisition costs deferred

-

15,924

-

Amortization of deferred contract acquisition costs

-

(10,206)

-

Performance obligations satisfied during the period that were

included in the contract liability balance at the beginning of the

period

-

-

(116,534)

Increases due to invoicing prior to satisfaction of performance

obligations, net of amounts recognized as revenue during the

period

-

-

135,844

Balance at December 31, 2019

$

2,095

$

32,745

$

160,423

As of December 31, 2019, $10.7 million of the Group's contract acquisition costs are expected to be amortized within the next 12 months and therefore are included in current assets. The remaining amount of Group's contract acquisition costs are included in non-current assets. There were no impairments of assets related to Group's contract acquisition costs during the year-ended December 31, 2019.

Remaining Performance Obligations

The Group's contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date of $173.2 million and $206.9 million as of December 31, 2018 and 2019, respectively. As of December 31, 2019, $155.8 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations over the next 12 months, and approximately $51.1 million thereafter. Revenue from remaining performance obligations for professional services contracts as of December 31, 2019 was not material.

Disaggregation of Revenues

See Note 14 "Revenue by geographic region" for details regarding disclosures on the disaggregation of revenues.

    1. Financial instruments
  1. Non-derivativefinancial assets

The Group has the following non-derivative financial assets: deposits, trade receivables and certain other receivables and cash and cash equivalents.

The Group initially recognizes non-derivative financial assets on the date that they are originated.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Loans and receivables

Loans and receivables are comprised of deposits, trade receivables and certain other receivables.

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

A valuation allowance for trade receivables is recognized if the recoverable amount is less than the carrying amount. Amounts deemed uncollectible are recorded to this allowance in the consolidated statements of financial position with an offsetting decrease in related deferred revenue and a charge to general and administrative expense in the consolidated statement of operations. During the year ended December 31, 2019, the Company performed its assessment of the collectability of trade recevaibles, resulting in a decrease in the allowance for trade receivables of $1.3 million to reflect current collectability trends.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash at banks, restricted cash and highly liquid deposits with original maturities of less than three months that are readily convertible into a known amount of cash and are subject to insignificant risk of changes in value. Restricted cash is related to letters of credit for facility lease arrangements.

(ii) Non-derivative financial liabilities

The Group has the following non-derivative financial liabilities: borrowings and trade and other payables. The Group initially recognizes non-derivative financial liabilities on the date that they are originated. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

Advances for research and development projects that were obtained from Bpifrance are reimbursable should the project be successful (see Note 19 "Borrowings"). These interest free rate advances are initially accounted for a fair value by discounting future cash flows at a market interest rate. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method.

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the consolidated statements of operations.

(iii) Classification of financial instruments within the fair value hierarchy

When measuring the fair value of an asset or a liability, the Group uses observable market data to the extent possible. IFRS 13, Fair Value Measurement, requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

  • Level 1: observable quoted prices (unadjusted) in active markets for identical financial assets or liabilities.
  • Level 2: inputs other than quoted prices (other than level 1) in active markets, that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3: unobservable inputs that are supported by little or no market data, and may require significant management judgment or estimation.

The fair value measurement level within the fair value hierarchy for a particular asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial instruments not measured at fair value on the Company's consolidated statement of financial position, but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables and debt. The fair values of these financial instruments, other than the 2024 Notes, are deemed to approximate their carrying amount.

The fair values of cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables are categorized as Level 1. The fair value of debt was categorized as Level 2 and was estimated based on a discounted cash flow method using a market interest rate for similar debt. As of December 31, 2019, the fair value of the 2024 Notes was $133.7 million.

There has been no transfer between levels of the fair value hierarchy during the years ended December 31, 2018 or 2019.

(f) Share capital

Ordinary shares

Ordinary shares are classified as equity.

(g) Property and equipment

Property and equipment are stated at net of accumulated depreciation. Historical cost includes expenditures directly attributable to the acquisition of the assets. Purchased software that is an integral part of the functionality of the related equipment is capitalized as part of that equipment. Depreciation is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of the assets, or in the case of leasehold improvements and certain leased equipment, over the lease term if shorter, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives for each asset class are as follows:

  • leasehold improvements: shorter of lease term or useful life
  • computer equipment: 3 years
  • fixtures and fittings: 3 to 5 years

Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

(h) Intangible assets

Intangible assets include acquired customer relationships and acquired developed technology.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses.

Intangibles acquired through a business combination are recognized separately from goodwill, initially at fair value on the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately.

  1. Customer relationships

Customer relationships generate business revenue that will likely be repeated by the acquired customers. The

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

customer relationships are amortized over the expected useful life of such relationships.

The initial valuation methodology used is the cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset, often referred to as current replacement cost. The value associated with the acquired customers was based on the estimated cost associated with recreating the customer base from the beginning.

  1. Acquired developed technology

Developed technology includes a web application programming interface platform using proprietary software. The initial valuation methodology used is the cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset, often referred to as current replacement cost. The value associated with the acquired developed technology was based on the estimated cost associated with recreating the developed technology from the beginning.

  1. Amortization

The useful lives of intangible assets are assessed to be either finite or indefinite. All of our intangible assets have finite useful lives and amortization is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of operations in the expense category, consistent with the function of the intangible asset.

The estimated useful lives for each intangible asset class are as follows:

Customer relationships

2 years

Acquired developed technology

5 years

Amortization methods, useful lives and residual values are reviewed at each year end and adjusted if appropriate.

(i) Impairment

Financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine

whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in the consolidated statements of operations and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the consolidated statements of operations. Impairment losses on financial assets are presented under "finance expense", similar to the presentation under IAS 39, and not presented separately in the statement of operations due to materiality considerations.

Non-financial assets

Goodwill, intangible assets and property and equipment are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

at each year end. Goodwill is tested for impairment at each year end during the fourth quarter and when circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit, or CGU"). For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the CGUs or the group of CGUs that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes.

An operating segment is defined as a component of an entity for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker. The Group's chief operating decision maker is the Group's chief executive officer, who reviews operating results to make decisions about allocating resources and assessing performance based on consolidated financial information. The Group's chief decision maker reviews operating results at an entitywide level and accordingly the Group has determined it operates as one operating segment with a single CGU.

When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized in the consolidated statements of operations. Impairment losses are allocated first to reduce the carrying amount of any goodwill and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. Impairment losses relating to goodwill cannot be reversed in future periods.

The recoverable amount of a CGU is the greater of its value in use and its fair value less costs of disposal. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

The recoverable amount of the CGU as at December 31, 2018 and 2019 was estimated based on the market capitalization of the Company, which is significantly higher than the carrying amount.

(j) Convertible notes

We account for the issued 1.75% Convertible Senior Notes due September 1, 2024 (the "2024 Notes") as separate liability and equity components in accordance with IAS 32. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the convertible notes as a whole. This difference represents a debt discount that is amortized to interest expense over the term of the 2024 Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the 2024 Notes and issuance costs attributable to the equity component were netted with the respective equity component in Additional paid-in capital.

  1. Employee benefits plans
  1. Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in the consolidated statements of operations in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

present value. For the fiscal years ended December 31, 2018 and 2019, the Group made contributions of $3.0 million and $3.9 million to various contribution plans.

The Group's obligations under these plans are recorded in "Trade and other payables". Material defined contribution plans are operated in the following countries: France, the United States, the United Kingdom and Germany.

  1. Defined benefit plan

A defined benefit plan is a post-employment benefit plan. The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value and recorded in "Provisions".

  1. Short-termemployee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

  1. Share-basedpayments

Employees, executives and board members of the Group receive remuneration in the form of share-based payments, whereby they render services as consideration for equity instruments which are considered equity-settled transactions. The cost of equity-settled transactions are recognized, together with a corresponding increase in equity, by reference to the fair value determined at the grant date of the share-based awards, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the beneficiary becomes fully entitled to the award (the "vesting date"). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has lapsed and the Group's best estimate of the number of equity instruments that will ultimately vest. Share-based awards are expensed based on a graded vesting method, over the vesting period as the awards vest in tranches over the vesting period.

Determining the fair value of the share-based awards at the grant date requires judgment. The Company calculated the fair value of each option award on the grant date using a Black-Scholes option pricing model. The Black-Scholes model requires the estimation of a number of variables, including, the expected volatility, expected term, risk-free interest rate and dividend yield.

The estimation of share awards that will ultimately vest requires judgment, especially awards with non-market performance conditions, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. Actual results, and future changes in estimates, may differ substantially from current estimates.

If an equity-settled award is cancelled, as a result of forfeiture when the vesting conditions are not satisfied, it is treated as if it had been forfeited on the date of cancellation, and any expense previously recognized for unvested shares is immediately reversed.

(l) Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Provisions are

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.

(m) Government assistance

Government grants are recognized initially as deferred income at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognized in the consolidated statements of operations as a reduction of research and development expense on a systematic basis in the same periods in which the expenses are recognized. Grants that compensate the Group for the cost of an asset are recognized in the consolidated statements of operations on a systematic basis over the useful life of the asset.

The Research Tax Credit (Crédit d'Impôt Recherche, or "CIR") is a French tax incentive to stimulate research and development conducted in France. Entities that demonstrate that their research expenditures meet the required CIR criteria are able to offset the income tax to be paid. If taxes due are not sufficient to cover the full amount of tax credit at the end of the three year period, the difference is repaid in cash to the entity by the authorities. The CIR is calculated based on the claimed volume of eligible research and development expenditures.

(n) Finance income and finance costs

Finance income and finance costs mainly include:

  • interest income recognized in the consolidated statements of operations, using the effective interest method;
  • Interest expense on borrowings that are recognized in the consolidated statements of operations, using the effective interest method;
  • interest expense on convertible senior notes that are recognized in the consolidated statements of operations, using the effective interest method; and
  • net foreign exchange gains and losses.

(o) Income tax

Income tax expense comprises current income tax payable and deferred tax. Current tax and deferred tax are recognized in the consolidated statements of operations except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax assets and liabilities for the current and prior periods are comprised of amounts expected to be recovered from or paid to taxation authorities. The calculation of current tax is based on tax rates and tax laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets, related to unused tax losses, tax credits and deductible temporary differences, are generally recognized to the extent that it is probable that taxable profits will be available against which those unused tax losses, tax credits and deductible temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

(p) Research and development expenses

Research and development expenses include all direct costs, primarily headcount costs for Group personnel and outside consultants, related to the development of new software products and significant updates and enhancements to existing software products. Research costs are expensed as incurred.

Amortization expense of acquired developed technology is also included in research and development expense.

Costs incurred from development of computer software are capitalized only when all the following criteria are met:

  • technical feasibility necessary for the completion of the development project;
  • intention to complete the project and use or sell it;
  • ability to use or sell the intangible asset;
  • future economic benefits are probable;
  • technical and financial resources are available to complete the project; and
  • expenditures attributable to the project can be measured reliably.

The Group has assessed the conditions for recognition of an internally generated asset from software development activities and concluded that up to now all criteria were not fulfilled; therefore, no research and development costs have been capitalized.

(q) Off-balance sheet arrangements

The Company has no off-balance sheet arrangements.

4. Critical accounting estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Management bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which forms the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The most significant areas that require management judgment and estimates relate to:

1. recognition of revenue;

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  1. valuation and recognition of acquired intangible assets as part of business combinations;
  2. measurement ofshare-based compensation;
  3. capitalization of research and development costs, and;
  4. recognition of deferred tax assets.

The accounting policies for these areas are discussed elsewhere in these Consolidated Financial Statements.

5. Revision of prior period financial statements

The Group identified an error relating to one of the assumptions in its model to estimate relative SSP for IP and PCS for on-premise subscription agreements for purposes of recognizing revenue. The error primarily affects the cumulative impact and related contract balances upon the adoption of IFRS 15 Revenue Recognition.

Based on an analysis of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Company determined that previously issued financial statements for the fiscal year ended December 31, 2018 should be revised to reflect the correction of this immatieral error.

The following tables summarize the effects of the revisions on the consolidated financial statements as of and for the year ended December 31, 2018 (in thousands). The balances after adoption of IFRS 15 of contract acquisition costs and contract liabilities - deferred revenue as of January 1, 2018 were $25.2 million and $128.1 million, respectively. The revised balances after adoption of IFRS 15 of contract acquisition costs and contract liabilities - deferred revenue as of January 1, 2018 were $23.4 million and $120.5 million, respectively.

Statement of Financial Position

December 31, 2018

As Previously Reported

Adjustment

As Revised

Contract acquisition costs

$

28,953

$

(1,926)

$

27,027

Total assets

219,124

(1,926)

217,198

Contract liabilities - deferred revenue

150,147

(9,034)

141,113

Total liabilities

194,685

(9,034)

185,651

Accumulated other comprehensive income

607

(203)

404

Accumulated losses

(224,312)

7,311

(217,001)

Total stockholders' equity

24,439

7,108

31,547

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Statement of Operations

Year Ended December 31, 2018

As Previously Reported

Adjustment

As Revised

Subscriptions

$

174,887

$

1,476

$

176,363

Total revenue

204,323

1,476

205,799

Sales and marketing

113,650

144

113,794

Total operating expenses

196,366

144

196,510

Loss from operations

(41,537)

1,332

(40,205)

Loss before income tax expense

(40,682)

1,332

(39,350)

Net loss for the year

(40,359)

1,332

(39,027)

Basic and diluted net loss per shares

$

(1.35)

$

0.04

$

(1.31)

Weighted-average shares outstanding

29,841

-

29,841

6. Financial risk management

The main financial risks arising from the Company's activities are foreign currency risk, credit risk and cash flow liquidity risk. The interest rate risk is considered low. Management reviews and agrees policies for managing each of these risks which are summarized below. The Company's board of directors is made aware of and reviews management's risk assessments prior to entering into significant transactions.

Foreign currency risk

The Group is exposed to currency risk on sales, purchases, cash and cash equivalents and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the Euro, but also includes U.S. Dollars (USD), RMB and Pound Sterling.

Cash deposits are primarily in financial institutions in France and the United States. In addition, cash for monthly operating costs of international operations are deposited in banks outside France.

Given that a significant proportion of revenue and costs are matched at a local level in local currency, management did not consider the risk in 2018 or prior comparative periods to be significant. If there was a mismatch of these costs and revenue within any particular currency and if there was a significant strengthening or weakening of one of the primary currencies in which the Group operates, there is a reporting and currency risk that would need to be mitigated with transfer of cash deposits between countries.

The effect of a hypothetical 10% change in the Euro exchange rates applicable to our business would have had an approximate impact on our net loss of $2.9 million and $3.9 million for the years ended December 31, 2018 and 2019. We have not entered into derivatives or hedging transactions as our exposure to foreign currency exchange rates has not been material to our historical operating results, but we may do so in the future if our exposure to foreign currency should become more significant.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. As of December 31, 2019, no customer represented 10% or more of the Company's gross accounts receivable.

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Group does not consider that any of its customers or geographic areas present a significant risk of non- collection that could materially impact the financial position of the Group as a whole.

The Group primarily places its cash and cash equivalents with high-credit quality financial institutions.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. The Group evaluated its liquidity risk based on its cash inflows and outflows for the next 12 months and concluded it to be low, as the Group has sufficient cash as of December 31, 2019 to meet its short-term and long-term cash outflows. The Group's long-term commitments under operating leases, representing its undiscounted future cash outflows, are disclosed in Note 21, "Commitments and Contingencies".

The following tables present the Group's financial liabilities based on their contractual maturities as of December 31, 2019 (amounts disclosed in the tables are the contractual, undiscounted cash flows):

Payments Due By Period

Less than

1 - 3

3 - 5

More than

Total

1 year

Years

Years

5 Years

Debt obligations (1)

$ 157,388

$

227

$

310

$

156,851

$

-

Interest obligations (2)

13,613

2,643

5,485

5,485

-

Operating lease obligations (3)

34,508

5,906

10,640

7,760

10,202

Purchase obligations (4)

16,808

5,808

11,000

-

-

Total

$ 222,317

$

14,584

$

27,435

$

170,096

$

10,202

  1. Debt obligations include the principal balance of the 2024 Notes, reflected in the payment period in the table above based on the contractual maturity assuming no conversion. Debt obligations also include the principal payments of debt assumed by the Company from the Restlet SAS acquisition.
  2. These amounts represent the estimated aggregate interest obligations for our outstanding 2024 Notes that are payable in cash.
  3. These amounts represent the future undiscountednon-cancelable minimum lease payments under operating leases for our offices.
  4. These amounts represent the future minimum payments undernon-cancelable purchase commitments of IT-related services.

23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Expenses by nature

Results from operating activities included the following expenses (in thousands):

Year Ended December 31,

2018

2019

Depreciation:

Computer equipment

$

1,287

$

1,770

Fixtures and fittings

178

288

Leasehold improvements

567

721

Total depreciation

2,032

2,779

Amortization:

Customer relationships

636

1,650

Developed technology

1,821

3,645

IPR&D technology

61

-

Total amortization

$

2,518

$

5,295

Total depreciation and amortization

$

4,550

$

8,074

Employee benefits expense:

Salaries and wages

$

93,318

$

113,002

Variable compensation

24,689

29,816

Payroll taxes

20,498

24,368

Share-based payment expense

20,837

33,792

Defined contribution plan expense

2,790

3,713

Total employee benefits expense

$

162,132

$

204,691

8. Finance income and finance expense

The major components of finance income and finance expense for the years ended December 31, 2018 and 2019 are as follows (in thousands):

Year Ended December 31,

2018

2019

Finance income

Interest income on bank deposits

$

911

$

673

Finance income

$

911

$

673

-

-

Finance costs

Interest expense on loans

87

(4)

Interest expense on convertible debt

-

(2,339)

Interest on lease liabilities

-

(1,198)

Net foreign exchange loss

(142)

(1,126)

Finance expense

$

(55)

$

(4,667)

Net finance incomes (loss)

$

856

$

(3,994)

24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Income tax

The major components of income tax expense for the years ended December 31, 2018 and 2019 are as follows (in thousands):

Year Ended December 31,

2018

2019

Current income tax:

Current income tax charge

$

(286)

$

(20)

Adjustment for prior year

609

(129)

Income tax (expense) benefit

$

323

$

(149)

The following table provides a reconciliation of the income tax expense calculated at the French statutory tax rate to the income tax expense (in thousands).

Year Ended December 31,

2018

2019

Loss before income tax expense

$

(39,350)

$

(63,264)

Expected tax benefit at France's statutory income tax rate of 31.00% in fiscal year 2019

(33.33% in fiscal year 2018)

13,116

19,612

Effect of different tax rates of subsidiaries operating in countries other than France

(2,794)

(2,670)

Non-deductible expenses

(1,714)

(2,443)

Effective change in tax rates

(319)

(692)

Share-based compensation

(851)

2,543

Change in valuation allowance

(7,842)

(17,539)

Other items, net

727

1,040

Income tax (expense) benefit

$

323

$

(149)

At December 31, 2018 and 2019 the Group had the following deferred tax balances (in thousands):

Year Ended December 31,

2018

2019

Recognized deferred tax liability

$

(13,195)

$

(16,858)

Recognized deferred tax asset

12,725

16,090

Total Recognized deferred tax liability, net

$

(470)

$

(768)

Unrecognized deferred tax assets

$

53,158

$

65,731

As of December 31, 2019, the Company had approximately $1.9 million in total unrecognized tax benefits. If recognized, only $0.1 million of the $1.9 million of unrecognized tax benefits would decrease the effective tax rate in the period in which each of the benefits is recognized. The remaining $1.8 million would have no impact on the effective tax rate as the entire benefit would be offset by the establishment of valuation allowance on the resulting increase in the related deferred tax asset.

Year Ended December 31,

2018

2019

Tax losses

$

59,793

$

74,278

Other temporary differences

6,090

7,543

Total deferred tax assets

$

65,883

$

81,821

Deferred tax assets have not been recognized for the above unrecognized tax losses since the Group has been in a loss position for the past three years and it is not probable that the Group will generate future taxable income in the near term against which to utilize the temporary differences.

25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Gross tax losses expire as follows (in thousands):

Year Ended December 31,

2018

2019

From 1 to 5 years

$

523

$

689

Thereafter

44,102

44,417

Indefinite

185,238

245,373

Total gross tax losses

$

229,863

$

290,479

10. Property and equipment

Property and equipment as of December 31, 2019 included the following (in thousands):

Computer

Fixtures and

Leasehold

Cost

Equipment

Fittings

Improvements

Total

Balance at January 1, 2019

$

6,777

$

1,925

$

4,823

$

13,525

Additions

1,986

436

443

2,865

Disposals

(127)

(41)

(1,384)

(1,552)

Effect of change in exchange rates

(50)

(9)

(22)

(81)

Balance at December 31, 2019

8,586

2,311

3,860

14,757

Depreciation

Balance at January 1, 2019

4,201

996

1,993

7,190

Depreciation expense

1,770

288

721

2,779

Disposals

(126)

(37)

(1,316)

(1,479)

Effect of change in exchange rates

(83)

58

944

919

Balance at December 31, 2019

$

5,762

$

1,305

$

2,342

$

9,409

Carrying amount at December 31, 2019

$

2,824

$

1,006

$

1,518

$

5,348

Property and equipment as of December 31, 2018 included the following (in thousands):

Computer

Fixtures and

Leasehold

Cost

Equipment

Fittings

Improvements

Total

Balance at January 1, 2018

$

5,313

$

1,227

$

2,584

$

9,124

Additions

1,929

739

2,351

5,019

Disposals

(315)

(2)

(7)

(324)

Effect of change in exchange rates

(150)

(39)

(105)

(294)

Balance at December 31, 2018

6,777

1,925

4,823

13,525

Depreciation

Balance at January 1, 2018

3,384

780

1,487

5,651

Depreciation expense

1,287

178

567

2,032

Disposals

(315)

(2)

(7)

(324)

Effect of change in exchange rates

(155)

40

(54)

(169)

Balance at December 31, 2018

$

4,201

$

996

$

1,993

$

7,190

Carrying amount at December 31, 2018

$

2,576

$

929

$

2,830

$

6,335

Depreciation expense related to property and equipment during the years ended December 31, 2018 and 2019 was $2.0 million and $2.8 million, respectively.

11. Goodwill and intangible assets

Goodwill

Goodwill consisted of the following (in thousands):

26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Balance at January 1, 2018

Additions from acquisitions

Effect of change in exchange rates

Balance at December 31, 2018

Additions from acquisitions

Measurement period adjustment

Effect of change in exchange rates

Balance at December 31, 2019

$ 6,196 43,435 28

49,659

-

200

(115)

$ 49,744

The additions to goodwill during 2019 relate to the purchase of Stitch, Inc. (See Note 15 "Business combinations").

Intangible assets

Intangible assets as of December 31, 2019 included the following (in thousands):

Customer

Developed

IPR&D

Cost

relationships

technology

technology

Total

Balance at January 1, 2019

$

5,009

$

20,087

$

-

$

25,096

Additions

-

-

-

-

Disposals

-

-

-

-

Effect of change in exchange rates

(34)

(532)

-

(566)

Balance at December 31, 2019

4,975

19,555

-

24,530

Amortization

Balance at January 1, 2019

1,984

3,692

-

5,676

Amortization expense

1,650

3,645

-

5,295

Disposals

-

-

-

-

Effect of change in exchange rates

(34)

(425)

-

(459)

Balance at December 31, 2019

$

3,600

$

6,912

$

-

$

10,512

Carrying amount at December 31, 2019

$

1,375

$

12,643

$

-

$

14,018

Intangible assets as of December 31, 2018, included the following (in thousands):

Customer

Developed

IPR&D

Cost

relationships

technology

technology

Total

Balance at January 1, 2018

$

1,793

$

9,114

$

1,003

$

11,910

Additions 1

3,300

11,400

-

14,700

Disposals

-

-

-

-

Effect of change in exchange rates

(84)

(427)

(46)

(557)

Balance at December 31, 2017

5,009

20,087

957

26,053

Amortization

Balance at January 1, 2018

1,427

2,012

943

4,382

Amortization expense

636

1,821

61

2,518

Disposals

-

-

-

-

Effect of change in exchange rates

(79)

(141)

(47)

(267)

Balance at December 31, 2018

$

1,984

$

3,692

$

957

$

6,633

Carrying amount at December 31, 2018

$

3,025

$

16,395

$

-

$

19,420

1Additions are all related to the acquisition of Stitch, Inc. (See Note 15)

12. Trade receivables

The Group's trade receivables consisted of the following (in thousands):

27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31,

2018

2019

Trade receivables

$

69,413

$

81,978

Less: Allowance for doubtful accounts

(1,882)

(1,082)

Trade receivables, net

$

67,531

$

80,896

The movements in the allowance for doubtful accounts of receivables were as follows (in thousands):

As of December 31,

2018

2019

Allowance for doubtful accounts, beginning of period

$

1,409

$

1,882

Additions/Deductions (1)

517

(808)

Write-off of receivable

-

(8)

Effect of change in exchange rates

(44)

16

Allowance for doubtful accounts, end of period

$

1,882

$

1,082

  1. The net decrease of $0.8 million in 2019 includes the impact of the updated estimate of the loss from uncollectible receivables resulting from observed collectability trends.

As of December 31, 2018 and 2019, the aging analysis of net trade receivables that were not impaired is as follows (in thousands):

As of December 31,

2018

2019

Neither past due nor impaired

$

59,951

$

67,922

Past due but not impaired <30 days

4,829

7,295

Past due but not impaired 30 - 90 days

2,543

3,427

Past due but not impaired > 90 days

208

2,252

Total

$

67,531

$

80,896

At December 31, 2018 and 2019 the past due balances totaled 11% and 16%, respectively, of the total net trade receivable (net of allowance for doubtful accounts). The related balances are not considered to be impaired.

13. Other balance sheet accounts Cash and cash equivalents

Cash and cash equivalents consisted of the following (in thousands):

As of December 31,

2018

2019

Cash at banks

$

32,437

$

120,842

Cash equivalents

1,667

56,233

Total cash and cash equivalents

$

34,104

$

177,075

As of December 31, 2019, cash equivalents consist of money market securities, bank deposits and restricted cash. As of December 31, 2019, the total cash and cash equivalents denominated in currencies other than the U.S. Dollar amount to $144.8 million, including $129.5 million denominated in Euros. As of December 31, 2018 and 2019, restricted cash was $0.4 million and $0.5 million, respectively.

28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other current and non-current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Other current assets

As of December 31,

2018

2019

Research tax credit

$

612

$

581

Unbilled revenue

941

2,095

Prepaid expenses

6,244

8,178

Other assets

1,664

1,034

Other current assets

$

9,461

$

11,888

Other assets primarily relate to advancements from vendors and various deposits.

Other non-current assets consisted of the following (in thousands):

Other non-current assets

As of December 31,

2018

2019

Research tax credit

$

2,214

$

1,848

Deposits

793

1,169

Other non-current assets

654

1,365

Other non-current assets

$

3,661

$

4,382

Trade and other payables

Trade and other payables consisted of the following (in thousands):

As of December 31,

2018

2019

Trade payables

$

5,760

$

4439

Employee related and social debts

21,343

24,201

VAT payable

5,051

6,238

Other taxes

698

502

Other current liabilities

8,975

9,663

Trade and other payables

$

41,827

$

45,043

Other current liabilities primarily relate to trade accruals incurred in the ordinary course of business.

Provisions

Employee

Post-employment

litigation

benefits

Total

Balance at January 1, 2018

$

1,145

$

787

$

1,932

Contingencies made during the year

593

163

756

Amounts used during the year

(1,225)

-

(1,225)

Amounts reversed during the period

(104)

-

(104)

Balance at December 31, 2018

$

409

$

950

$

1,359

Contingencies made during the year

3,012

187

3,199

Amounts used during the period

(779)

-

(779)

Amounts reversed during the period

(120)

-

(120)

Balance at December 31, 2019

$

2,522

$

1,137

$

3,659

The provision balance includes severance provisions and estimated legal expenses for disputes with former employees, estimated employer tax expenses on employee stock awards, as well as post-employment benefits for the lump sum retirement indemnity required to be paid to French employees.

29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The French post-employment benefits provision has been estimated at December 31, 2019 using a 1.57% discount rate, a 3.0% future salary growth as well as turnover assumptions depending on seniority and mortality tables based on published statistics. There are no plan assets associated with the French post-employment benefit provision.

14. Revenues by geographic region

Disaggregation of Revenue

We sell our subscription contracts and related services in several primary geographical markets. The following table sets forth the Group's total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place.

Year Ended December 31,

2018

2019

Americas

$

93,777

$

115,736

EMEA

97,288

108,664

Asia Pacific

14,734

23,461

Total revenue

$

205,799

$

247,861

Revenues from the Company's country of domicile, based on sales that took place in France, totaled $33.6 million and $36.3 million for the years ended December 31, 2018 and 2019, respectively.

15. Business combinations Acquisition of Stitch, Inc.

On November 9, 2018, the Talend, Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding shares of Stitch Inc., ("Stitch"), a leading cloud-based service to seamlessly load data to cloud data warehouses, for a cash payment of $59.5 million. Talend, Inc, also recognized transaction costs of approximately $0.7 million, which is included in general and administrative expense in its consolidated statements of operations for the year ended December 31, 2018. Stitch's self-service solution for efficiently moving data from cloud applications into cloud data warehouses and the Group's frictionless sales strategy further enhances the Group's alignment with cloud platforms such as Microsoft Azure, Amazon AWS and Snowflake. In addition, the acquisition of Stitch further addresses the growing demand from data engineers and analyst for self-service cloud data integration solutions. The Group has included the financial results of Stitch in its consolidated financial statements from the date of acquisition.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):

Fair Value

Cash

$

1,625

Acquired developed technology

11,400

Customer relationships

3,300

Goodwill

43,635

Other assets, net

(57)

Deferred revenue

(410)

Total consideration transferred

$

59,493

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce and expanded market share within the data integration industry, which is moving towards cloud data warehouses. The goodwill balance is not deductible for income tax purposes. The fair values assigned to tangible assets acquired, liabilities assumed and identifiable intangible assets were based on management's estimates and assumptions.

30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the second quarter of 2019, the Company adjusted the preliminary amount of the acquisition date fair value assigned to goodwill by $0.2 million to reflect measurement period adjustments related to accrued liabilities. There were no adjustments to the preliminary amounts during the third quarter or fourth quarter of 2019.

The fair value of acquired developed technology was determined using an excess earnings method based on revenue forecasts related to the expected evolution of the technology over time. The fair value of customer relationships was determined using the with-and-without method, whereby the value of existing customer relationships is determined using two different scenarios: (1) net revenues less related costs with the customer relationships and (2) net revenues less related costs without the customer relationships. The incremental difference between the two scenarios was then used to estimate the fair value of the Stitch's existing customer relationships. Both methods used a discounted cash flow method at the discounted rate of 13.5%.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition.

Useful Life

Fair Value

(Years)

Developed technology

$

11,400

5

Customer relationships

3,300

2

Total intangible assets subject to amortization

$

14,700

16. Share capital and reserves

  1. Movements in the periods presented

As of December 31, 2019, there were 31,017,268 ordinary shares outstanding, each with a nominal value of €0.08.

On March 8, 2018, the Company closed a follow-on public offering of 3,916,474 ordinary shares sold by existing shareholders, at a price to the public of $48.60 per share. The Company did not receive any proceeds from the sale of these ordinary shares. The Company incurred offering expenses of $0.3 million, which are recorded as general and administrative expenses.

(b) Ordinary shares

Shares have a nominal value of €0.08. Each ordinary share is entitled to one vote.

(c) Other reserves

French law requires that the holders of warrants be protected against an increase in the cost of the nominal value of the Company's shares. A specific non-distributable reserve was set up for this purpose in June 2011 and can be used only on exercise of the warrants outstanding at that date. This reserve must remain outstanding until the last related warrant has expired. In compliance with French law, should the related warrants be exercised, the holder would pay the exercise price agreed at grant date and the balance would be borne by the Company. Upon the closing of the IPO, the rights under the non-distributable reserve were cancelled and the reserve balance of $8.4 million was transferred from "other reserves" to "share premium" at that date.

The Group's board of directors, acting upon delegation of the shareholders' meetings held to date, has granted restricted stock units or free shares (actions gratuites, under French law), to employees and officers of the Group. The Company created a specific restricted reserve account in connection with the issuance of granted restricted stock units or free shares equal to €184,637 as of December 31, 2019. Upon vesting of each of the restricted stock units or free shares pursuant to our free share plans, a new share of the Company will be issued to the relevant beneficiary and, simultaneously, an amount equal to €0.08 will be withdrawn from the above reserve to increase the share capital of the Company.

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Share-based payment plans

The Company grants all future Restricted Stock Units (RSU) and warrants (BSA) under the 2019 Free Share Plan (the "Free Share Plan"), which was adopted by the Company's board of directors on August 2, 2019, under the delegation approved by its shareholders at a meeting held on June 25, 2019.

The following table illustrates the number of stock options and warrants outstanding:

Number of

Number of employee

Number of

stock options

BSPCE warrants

BSA warrants

Balance as of December 31, 2017

2,282

343

88

Granted during the period

2

-

53

Exercised during the period

(458)

(108)

(10)

Forfeited during the period

(119)

(5)

-

Balance as of December 31, 2018

1,707

229

131

Granted during the period

-

-

79

Exercised during the period

(351)

(66)

-

Forfeited during the period

(141)

(8)

-

Balance as of December 31, 2019

1,215

155

210

As of December 31, 2018, there were 1,721,294 stock options, employee warrants (BSPCE) and warrants (BSA) available for grant under the Company's share pool reserve. As of December 31, 2019, there were 1,639,200 stock options, warrants (BSA) and restricted stock units available for grant under the Company's share pool reserve.

In general, vesting of stock options and employee warrants (BSPCE) occurs over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years. Individuals must continue to provide services to the Group in order to vest. Upon termination, all unvested options are forfeited and vested options must generally be exercised within three months. All expenses related to these plans have been recorded in the consolidated statements of operations in the same line items as the related employee's cash-based compensation.

  1. Stock options

The Company's board of directors has approved Stock Option Plans for the granting of stock options to employees outside of France. The terms of the Stock Option Plans are substantially the same and at this time new share option grants may only be made pursuant to the 2017 Plan. Stock options may be granted to any individual employed by the Group.

In addition, under French law, the maximum number of shares issuable upon exercise of outstanding employee stock options may not exceed one-third of the outstanding share capital on a non-diluted basis as at the date of grant.

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  1. summary of stock option activity and relatedweighted-average exercise prices ("WAEP") and weighted-average remaining contractual term ("WACT") under all of the plans as of December 31, 2019 are presented in the following table (in thousands, except exercise price per option):

Number of

stock options

WAEP per

Aggregate

outstanding

share

WACT (in years)

intrinsic value

Balance as of December 31, 2017

2,282

$

12.94

7.2

$

59,983

Granted

2

34.25

Exercised

(458)

11.66

Forfeited

(119)

20.83

Balance as of December 31, 2018

1,707

$

11.95

6.3

$

42,769

Granted

-

-

Exercised

(351)

13.39

Forfeited

(141)

19.21

Balance as of December 31, 2019

1,215

$

10.36

4.5

$

34,944

Vested and expected to vest as of December 31, 2019

1,204

$

10.34

4.5

$

34,643

Exercisable as of December 31, 2019

1,094

$

9.30

4.3

$

32,606

The total intrinsic value of stock options exercised during the years ended December 31, 2018 and 2019 was $12.4 million and $10.3 million, respectively.

The weighted-average grant date fair value of options granted during the year ended December 31, 2018 was $10.62 per share, respectively. There were no stock option grants during the year ended December 31, 2019. The total grant date fair value of options vested during years ended December 31, 2018 and 2019 was $2.5 million and $1.4 million, respectively.

  1. Employee warrants (BSPCE)

The Company's board of directors has been authorized by the shareholders' general meeting to grant BSPCE ("bons de souscription de parts de créateur d'entreprise" or "employee warrants (BSPCE)") to employees who are French tax residents as they carry favorable tax and social security treatment for French tax residents. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as share options. The Company no longer grants employee warrants (BSPCE) as they are no longer authorized for grant by the Board.

A summary of employee warrants (BSPCE) activity and related WAEP and WACT under all of the plans as of December 31, 2019 are presented in the following table (in thousands, except exercise price per warrant):

Number of

employee

WAEP per

Aggregate

warrants

outstanding

warrant

WACT (in years)

intrinsic value

Balance as of December 31, 2017

343

$

14.41

7.2

$

7,910

Granted

-

-

Exercised

(108)

9.41

Forfeited

(5)

9.17

Balance as of December 31, 2018

229

$

15.49

6.7

$

4,922

Granted

-

-

Exercised

(66)

13.03

Forfeited

(8)

26.42

Balance as of December 31, 2019

155

$

15.52

5.7

$

3,653

Vested and expected to vest as of December 31, 2019

151

$

15.65

5.8

$

3,547

Exercisable as of December 31, 2019

132

$

14.31

5.5

$

3,271

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total intrinsic values of employee warrants (BSPCE) exercised during the years ended December 31, 2018 and

2019 were $3.9 million and $1.9 million, respectively.

There were no employee warrants (BSPCE) grants during the years ended December 31, 2018 and 2019. The total grant date fair value of employee warrants (BSPCE) vested during years ended December 31, 2018 and 2019 was $0.5 million and $0.2 million, respectively.

  1. Restricted Stock Units

Restricted stock units vest upon either a performance-based or only a service-based criteria.

Performance-based RSUs vest based on the satisfaction of specific non-market performance criteria and a four-year service period. At each vesting date, the holder of the award is issued shares of the Company's ordinary shares. Compensation expense from these awards is equal to the fair market value of the Company's ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant's performance criteria. Management's estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period and the completion of a four year service period.

In general, service-based RSUs vest over a four-year period, with 25% on the one year anniversary of the grant and equal quarterly installments thereafter.

A summary of performance and service based RSU activity and related weighted-average grant date fair value and weighted-average remaining contractual term ("WACT") under all of the plans as of December 31, 2019 are presented in the following table (in thousands, except weighted-averag grant date fair value):

Number of

service-

Number of performance-

Weighted-average

based RSUs

based RSUs

grant date fair value

Balance as of December 31, 2017

509

-

$

33.10

Granted

838

354

48.00

Vested and released

(51)

(41)

34.53

Forfeited

(86)

(12)

38.46

Balance as of December 31, 2018

1,210

301

$

44.90

Granted

1,287

351

44.06

Vested and released

(273)

(37)

37.75

Forfeited

(300)

(231)

43.75

Balance as of December 31, 2019

1,924

384

$

44.96

Expected to vest as of December 31, 2019

1,551

70

$

44.87

The tax benefits realized by the Company in connection with vested and released RSUs for the years-ended December 31, 2018 and 2019, was $2.8 million and $13.2 million, respectively.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2018 and 2019 was $49.12 and $44.06 per share, respectively. The total grant date fair value of RSUs vested during years ended December 31, 2018 and 2019 was $3.1 million and $11.7 million, respectively.

  1. Warrants (BSA)

The Company's board of directors has granted warrants (otherwise known as "bons de souscription d'actions" or "warrants (BSA)") to Company directors. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders' delegation to the board, such warrants need to be subscribed for at a price at least equal to 5% of the exercise price which represents the fair market value of the underlying ordinary shares at grant date.

34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the first quarter of 2018, the Company's board of directors granted 38,244 warrants (BSA), with an exercise price of $48.16 and grant date fair value of $16.73 per warrant. The warrants (BSA) vest quarterly over a one-year period and at December 31, 2018, 26,684 warrants (BSA) are exercisable.

In the fourth quarter of 2018, the Company's board of directors granted 14,816 warrants (BSA), with an exercise price of $61.95 and grant date fair value of $21.54 per warrant. The warrants (BSA) vest quarterly over a one-year period and at December 31, 2018, zero warrants (BSA) are exercisable.

In the second quarter of 2019, the Company's board of directors granted 74,760 warrants (BSA), with an exercise price of $47.79 and grant date fair value of $14.98 per warrant.

In the fourth quarter of 2019, the Company's board of directors granted 4,500 warrants (BSA), with an exercise price of $33.37 and grant date fair value of $10.08 per warrant.

The warrants (BSA) vest quarterly over a one-year period and as of December 31, 2019, 167,740 of the warrants (BSA) are exercisable.

  1. Restricted shares

The Company entered into agreements with certain current and former executives of the Company, which allowed the executives to purchase ordinary shares at the nominal price of €0.08. The shares are restricted in that the Company has the right to repurchase the shares back from the executives and cancel such shares during a four year vesting period in which the executives have service conditions to meet. The Company is able to repurchase the shares from the executives at the nominal price of €0.08 during a vesting period. The Company's right to repurchase the shares lapses over a four year period, with 25% on the one year anniversary of the grant and either monthly or 1/16th on a quarterly basis thereafter. In June 2015, the Company issued of 110,281 ordinary shares at par value (€0.08 per share) representing a total subscription amount equal to eight thousand euros. As of December 31, 2018, the Company had 13,785 restricted shares outstanding and as of December 31, 2019, the Company had zero restricted shares outstanding.

  1. Fair value of stock options and warrants and ESPP

Determining the fair value of the share-based payments at the grant date requires judgment. The Company calculated the fair value of each instrument on the grant date using the Black-Scholes option pricing model. The Black- Scholes model requires the input of highly subjective assumptions, including the expected volatility, expected term, risk- free interest rate and dividend yield.

Exercise price

The exercise price of the Company's stock awards is based on the fair market value of our ordinary shares.

Risk-free interest rate

The risk-free interest rate represents the implied yield currently available on zero-coupon government issued securities over the expected term of the option.

Expected term

The Company determines the expected term based on the average period the share options are expected to remain outstanding.

Expected Volatility

The Group considered historical volatility of the Company's share price since the IPO and also considered the historical volatility of similar entities following a comparable period in their lives.

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expected Dividend yield

The Company has never declared or paid any cash dividends and it does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.

The Company estimated the following assumptions for the calculation of the fair value of the share options and warrants:

Year Ended December 31,

2018

2019

Stock options and warrants

Weighted average fair value of underlying shares

$

52.65

$

46.97

Weighted average expected volatility

42.0 %

42.4 %

Weighted average risk-free interest rate

2.63 %

2.14 %

Weighted average expected term (in years)

3.23

2.78

Dividend yield

- %

- %

ESPP

Weighted average fair value of underlying shares

$

50.39

$

41.49

Weighted average expected volatility

41.7 %

40.2 %

Weighted average risk-free interest rate

2.06 %

2.20 %

Weighted average expected term (in years)

0.50

0.50

Dividend yield

- %

- %

  1. Employee Stock Purchase Plan

In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan, as amended and restated in September 2019 (the "ESPP"), which is intended to qualify under Section 423 of the Internal Revenue Code of 1986. The ESPP allows eligible employee participants to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions. The Company's executive officers and all of its other employees will be allowed to participate in the ESPP. A total of 498,522 ADSs of the Company's ordinary shares are available for sale under the ESPP as of December 31, 2019. In addition, with shareholder approval, the ESPP provides for increases by the Company's board of directors in the number of ADSs available for issuance under the ESPP.

Under the ESPP, employees are eligible to purchase ADSs through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs will be 85% of the lower of the fair value of the Company's ADSs on the first trading day of the offering period or on the last day of the offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ADSs, valued at the start of the offering period, under the ESPP in any calendar year. As of December 31, 2019, $2.0 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation and benefits.

As of December 31, 2019, 180,855 shares of common stock had been purchased under the ESPP. The Company selected the Black-Scholesoption-pricing model as the method for determining the estimated fair value for the Company's ESPP. As of December 31, 2019, total unrecognized compensation cost related to ESPP was $0.2 million which will be amortized over a weighted-average period of approximately 0.2 years.

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  1. Compensation expense

Cost of revenue and operating expenses include employee stock-based compensation expense as follows (in thousands):

Year Ended December 31,

2018

2019

Cost of revenue - subscriptions

$

1,432

$

3,115

Cost of revenue - professional services

1,024

2,132

Sales and marketing

7,198

10,227

Research and development

5,808

10,353

General and administrative

5,375

7,965

Total share-based compensation expense

$

20,837

$

33,792

As of December 31, 2019, the Company had $40.5 million of total unrecognized share-based compensation expense relating to stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which is expected to be recognized over a weighted average period of 1.8 years

18. Net loss per share

Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential ordinary shares outstanding during the period. As the Company was in a loss position for the years ended December 31, 2019, 2018 and 2017, the diluted loss per share is equal to basic loss per share because of the effects of potentially dilutive shares, which include shares from share-based awards and convertible senior notes, were anti-dilutive given the Company's net loss.

In the third quarter of 2019, the Company issued 1.75% Convertible Senior Notes due September 1, 2024 (see Note 19, "Borrowings", for more details). Because the Company expects to settle the principal amount of the outstanding 1.75% Convertible Senior Notes due September 1, 2024 in a combination of cash and shares, the Company uses the if- converted method for calculating any potential dilutive effect of the conversion spread on the diluted net income per ordinary share when the average market price of the Company's ordinary shares, each represented by an ADS, for a given period exceeds the conversion price of €51.75 per share. This situation has not occurred as of December 31, 2019.

The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data):

Year Ended December 31,

2018

2019

Numerator (basic and diluted):

Net loss

$

(39,027)

(61,469)

Denominator (basic and diluted):

Weighted-average ordinary shares outstanding

29,841

30,563

Basic and diluted net loss per share

$

(1.31)

(2.01)

The following shares subject to outstanding awards were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive (in thousands):

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

2018

2019

Stock options to purchase ordinary shares

1,707

1,215

Employee warrants (BSPCE) to purchase ordinary shares

229

155

Warrants (BSA) to purchase ordinary shares

130

210

Restricted stock units

1,511

2,308

Employee stock purchase plan

53

83

Convertible senior notes

-

2,700

19. Borrowings

The principal balances of outstanding borrowings under lines of credit with banks and financial institutions were as follows (in thousands):

As of December 31,

2018

2019

Convertible notes

$

-

$

130,045

BPIfrance

877

665

Other

7

7

Total

$

884

$

130,717

Current borrowings

$

208

$

227

Non-current borrowings

$

676

$

130,490

As part of the Restlet SAS acquisition in 2016, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. As of December 31, 2019, the debt had a carrying value of $0.7 million, of which $0.2 million is due within twelve months. The debt balance as of December 31, 2018 was $0.9 million, of which $0.2 million was due within twelve months.

Line of credit

On February 14, 2019, Talend, Inc., Talend USA, Inc. and Stitch Inc. (the "Borrowers"), all wholly-owned subsidiaries of the Company, entered into a secured revolving credit facility with Square 1 Bank, a division of Pacific Western Bank ("PWB) (the "Loan Agreement").

In September 2019, in connection with the issuance of the 1.75% Convertible Senior Notes due September 1, 2024 (the "2024 Notes"), the Company terminated the Loan Agreement. Prior to the termination date, no amounts had been drawn on the credit facility under the Loan Agreement.

Convertible Senior Notes due in 2024

In September 2019, the Company issued an aggregate principal amount of €125.0 million of the 2024 Notes and an additional 12% or €14.8 million, pursuant to the partial exercise of the option to purchase additional 2024 Notes granted to the initial purchasers, in a private placement, pursuant to an exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers (as defined in Rule144A promulgated under the Securities Act). The net proceeds from the issuance, after deducting initial purchaser discounts and debt issuance costs of €6.0 million, were €133.8 million.

The 2024 Notes mature on September 1, 2024, unless earlier repurchased, redeemed or converted, and bear interest at a fixed rate of 1.75% per year payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2020.

Each €1,000 of principal amount of the 2024 Notes will initially be convertible, subject to adjustment upon the occurrence of specified events, into 19.3234 ADSs, corresponding to 19.3234 of the Company's ordinary shares per €1,000 principal amount of the 2024 Notes as of the date hereof, which initial conversion rate is equivalent to an initial conversion price of approximately €51.75 per ADS calculated on the basis of the closing price of the Company's ADSs of $38.72 and an euro to U.S. Dollar exchange rate of €1 to $1.1036 on the pricing date of the 2024 Notes. The

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

conversion rate for the 2024 Notes will be subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events set forth in the indenture for the 2024 Notes that occur prior to maturity or if the Company calls any 2024 Notes for redemption, the Company will increase the conversion rate of the 2024 Notes for a holder who elects to convert its 2024 Notes in connection with such a corporate event or during the related redemption period in certain circumstances under the indenture for the 2024 Notes. Holders may convert all or any portion of their 2024 Notes at their option at any time on or after 9:00 a.m. (New York City time) on the business day immediately preceding June 1, 2024 until 9:00 a.m. (New York City time) on the second business day immediately preceding the maturity date of the 2024 Notes. Further, holders may convert their 2024 Notes at their option prior to 9:00 a.m. (New York City time) on the business day immediately preceding June 1, 2024, only under the following circumstances:

  • During, but prior to 9:00 a.m. (New York City time) on the last business day of, any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the ADSs (converted into euros in the manner specified in the indenture for the 2024 Notes) for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day;
  • During the six business day period prior to 9:00 a.m. (New York City time) on the last business day of such period after any five consecutive trading day period (the "measurement period") in which the trading price per €1,000 principal amount of the 2024 Notes, for each trading day of the measurement period, was less than 98% of the product of the last reported sale price of our ADSs (converted into euros at 4:00 p.m. New York City time on such trading day) and the conversion rate for the 2024 Notes on each such trading day;
  • If the Company calls any or all of the 2024 Notes for redemption, at any time prior to 9:00 a.m. (New York City time) on the second business day immediately preceding the redemption date; and
  • upon the occurrence of certain specified corporate events.

Upon conversion, the Company will pay or deliver, as the case may be, a cash amount in euros, ADSs or a combination of a cash amount in euros and ADSs, at the Company's election, to the holder. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and ADSs, the amount of cash and ADSs, if any, due upon conversion will be based on a settlement amount equal to the sum of the daily conversion values for each of the 40 consecutive trading days during the related observation period (in the manner set forth in the indenture for the 2024 Notes).

The Company may redeem for cash all, but not less than all, of the 2024 Notes at its option upon certain changes in the tax law of any relevant taxing jurisdiction at a redemption price equal to 100% of the principal amount of 2024 Notes to be redeemed, plus accrued and unpaid interest, including any additional amounts, to, but excluding, the redemption date.

Other than in connection with a tax redemption, the Company may not redeem the 2024 Notes prior to September 6, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after September 6, 2022 if the last reported sale price of its ADSs (converted into euros in the manner specified in the indenture for the

2024 Notes) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

If the Company undergoes a "fundamental change" (as defined in the indenture for the 2024 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2024 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2024 Notes are senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the 2024 Notes, and equal in right of payment to any of the Company's existing and future liabilities that are not so subordinated. The 2024 Notes are effectively junior in

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's current or future subsidiaries.

In accounting for the issuance of the 2024 Notes, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2024 Notes as a whole. The difference between the principal amount of the 2024 Notes and the liability component, equal to $21.7 million (the "debt discount"), was initially recorded in Additional paid-in capital. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense at an effective interest rate of 5.00% over the contractual term of the 2024 Notes. The interest rate was based on the interest rates of similar debt instrument that does not have an associated convertible feature and was determined with the assistance of a third party valuation specialist.

The Company allocated $0.9 million of debt issuance costs to the equity component and the remaining debt issuance costs of $5.7 million are amortized to interest expense under the effective interest rate method over the contractual term of the 2024 Notes.

The net carrying amount of the 2024 Notes was as follows as of December 31, 2019 (in thousands):

Principal Balance

Unamortized debt discountUnamortized debt issuance costs

Net Carrying Amount

Liability Component

$

156,716

$

(21,227)

$

(5,443)

$

130,046

The net carrying amount of the equity component of the 2024 Notes was as follows as of December 31, 2019 (in thousands):

Gross Amount

Allocated debt issuance costs

Net Carrying Amount

Equity Component

$

21,866

$

(945)

$

20,921

During the year ended December 31, 2019, the Company recognized $2.3 million of interest expense of which $1.5 million relate to the amortization of debt discount and issuance costs and $0.8 million relate to the accrual of coupon expense.

20. Leases

The Group has adopted IFRS 16 utilizing the optional modified retrospective transition method, as of the effective date of ASC 842, which for the Group is January 1, 2019, with a cumulative-effect adjustment to equity.

The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the Company's consolidated statement of financial position.

ROU assets represent the Group's right to use an underlying asset for the lease term and lease liabilities represent the Group's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Group's leases do not provide an implicit rate, the Group uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Group's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group has lease agreements with lease and non- lease components, which are generally accounted for separately, but the Group has made an accounting policy decision to account for the lease and non-lease components as a single lease component. The Group also made an accounting policy decision not to record ROU assets or lease liabilities for leases with terms of 12 months or less. The Group has operating leases for corporate offices, none of which have variable lease payments.

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The movements in ROU assets during the year ended December 31, 2019 were as follows (in thousands):

Amount

ROU assets balance at January 1, 2019

$

27,138

Additions to right-of-use assets, net*

5,341

Amortization charge for the year

(4,658)

ROU assets balance at December 31, 2019

$

27,821

*The net additions to right-of-use assets include adjustments related to early terminations to the lease contracts.

The movements in lease liabilities during the year ended December 31, 2019 were as follows (in thousands):

Amount

Lease liabilities balance at January 1, 2019

$

27,712

Additions to lease liabilities, net*

5,455

Interest on lease liabilities

1,198

Lease payments

(5,066)

Lease liabilities balance at December 31, 2019

$

29,299

*The net additions to lease liabilities include adjustments related to early terminations to the lease contracts.

The components of lease expense for the year ended December 31, 2019 were as follows (in thousands):

Interest on lease liabilities

Amortization of right-of-use assets

Total

Other information related to our operating leases is as follows (dollars in thousands):

Amount

$ 1,198 4,658

$ 5,856

Year Ended

December 31, 2019

Weighted average remaining lease term for operating leases

6.3 years

Weighted average discount rate

5.4%

Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):

Amount

2020

$

5,906

2021

5,536

2022

5,104

2023

3,936

2024

3,824

Thereafter

10,202

Total lease payments

34,508

Less imputed interest

(5,209)

Total

$

29,299

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Future minimum undiscounted lease payments as of December 31, 2018 accounted for under IAS 17 were as follows (in thousands):

Amount

2019

$

5,286

2020

5,757

2021

5,591

2022

5,320

2023

4,014

Thereafter

14,832

Total future minimum lease payments

$

40,800

21. Commitments and contingencies

Capital commitments

As of December 31, 2019, the Company had no capital commitments to acquire fixed or other long-lived assets.

Contingencies

From time to time, the Group has been, and may become, involved in claims or legal proceedings which arise in the ordinary course of its business. The Group provides for a reserve against such third-party contingent liabilities when a loss is probable and can be reasonably estimated. The Group currently believes that resolving the claims and legal proceedings pending as of December 31, 2019, will neither individually nor in the aggregate have a material adverse effect on the results of operations, cash flow or the financial position of the Group.

Purchase obligations

As of December 31, 2019, the Company had purchase obligations related to purchase commitments of IT-related services totaling $16.8 million.

Guarantees

As of December 31, 2019, the Company had agreed to guarantee several business contract obligations totaling $2.1 million

22. Related party transactions

There is no single investor who has the ability to control the Company.

As part of the Restlet SAS acquisition, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. As of December 31, 2019, the debt had a carrying value of $0.7 million, see Note 19 "Borrowings". There are no other material related party transactions that require disclosures.

In addition to their salaries, the Company also provides non-cash benefits to directors and executive officers, and contributes to a defined contribution plan on their behalf. Non-cash benefits include the Group's share option program, restricted stock units, Restricted shares and warrants (BSA) (See Note 17).

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Key management personnel compensation was comprised of (in thousands):

Year Ended December 31,

2018

2019

Wages and bonus

$

4,680

$

2,809

Other remuneration

143

83

Post-employment benefits

98

103

Share-based payments

3,821

8,365

Total

$

8,742

$

11,360

23. Group information

As of December 31, 2019, the Group's subsidiaries, all of which are wholly-owned, are as follows:

Country of

Name

Incorporation

Talend, Inc.

United States of America

Talend USA, Inc.

United States of America

Talend Limited

United Kingdom

Talend Beijing Co. Ltd.

China

Talend KK

Japan

Talend Limited (Ireland)

Ireland

Talend GmbH Switzerland

Switzerland

Talend GmbH Germany

Germany

Talend Limited (Canada)

Canada

Talend Australia Pty

Australia

Talend Singapore Pte. Ltd.

Singapore

Talend Netherlands BV

Netherlands

Talend Italy S.R.L.

Italy

Talend Sweden AB

Sweden

Talend Spain, SL

Spain

Talend Data Integration Services Private Limited

India

Stitch, Inc.

United States of America

24. Subsequent event

In March 2020, the Company entered into a lease agreement for approximately 58,000 square feet of office space in Suresnes, France. The lease commences on April 1, 2020 and expires on March 31, 2026, subject to the Company's right to continue the Lease under its terms until March 31, 2029. The Lease requires the Company to make a security deposit in the amount of €341,460 at signing and establishes an initial annual rent of €1,365,840, subject to an abatement of the first fourteen months worth of rent.

In December 2019, a novel coronavirus disease ("COVID-19") was reported and in January 2020, the World Health Organization ("WHO") declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The broader implications of COVID-19 on our results of operations and overall financial performance remain uncertain. While our revenue and earnings are relatively predictable as a result of our subscription-based business model, the effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods.

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Talend SA published this content on 28 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2020 07:55:04 UTC