Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Criteo S.A. | |
Entity Central Index Key | 1,576,427 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Entity Common Stock, Shares Outstanding | 67,006,234 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 480,285 | $ 414,111 |
Trade receivables, net of allowance | 372,906 | 484,101 |
Income taxes | 11,921 | 8,882 |
Other taxes | 42,076 | 58,346 |
Other current assets | 26,114 | 26,327 |
Total current assets | 933,302 | 991,767 |
Property, plant and equipment, net | 146,904 | 161,738 |
Intangible assets, net | 87,031 | 96,223 |
Goodwill | 235,950 | 236,826 |
Non-current financial assets | 20,226 | 19,525 |
Deferred tax assets | 33,129 | 25,221 |
Total non-current assets | 523,240 | 539,533 |
Total assets | 1,456,542 | 1,531,300 |
Current liabilities: | ||
Trade payables | 321,295 | 417,032 |
Contingencies | 1,811 | 1,798 |
Income taxes | 9,346 | 9,997 |
Financial liabilities - current portion | 1,055 | 1,499 |
Other taxes | 46,947 | 58,783 |
Employee - related payables | 65,832 | 66,219 |
Other current liabilities | 30,803 | 65,677 |
Total current liabilities | 477,089 | 621,005 |
Deferred tax liabilities | 3,251 | 2,497 |
Retirement benefit obligation | 5,472 | 5,149 |
Financial liabilities - non current portion | 1,758 | 2,158 |
Other non-current liabilities | 4,104 | 2,793 |
Total non-current liabilities | 14,585 | 12,597 |
Total liabilities | 491,674 | 633,602 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, €0.025 par value, 66,085,097 and 66,861,045 shares authorized, issued and outstanding at December 31, 2017 and June 30, 2018, respectively. | 2,177 | 2,152 |
Additional paid-in capital | 630,772 | 591,404 |
Accumulated other comprehensive (loss) | (20,722) | (12,241) |
Retained earnings | 333,725 | 300,210 |
Equity-attributable to shareholders of Criteo S.A. | 945,952 | 881,525 |
Non-controlling interests | 18,916 | 16,173 |
Total equity | 964,868 | 897,698 |
Total equity and liabilities | $ 1,456,542 | $ 1,531,300 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (PARENTHETICAL) - € / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in Euro per share) | € 0.025 | € 0.025 |
Common shares authorized (in shares) | 66,861,045 | 66,085,097 |
Common shares issued (in shares) | 66,861,045 | 66,085,097 |
Common shares outstanding (in shares) | 66,861,045 | 66,085,097 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue from contract with customer | $ 537,185 | $ 542,022 | $ 1,101,349 | $ 1,058,688 |
Cost of revenue: | ||||
Traffic acquisition costs | (306,963) | (322,200) | (630,709) | (628,893) |
Other cost of revenue | (29,957) | (32,808) | (60,016) | (59,963) |
Gross profit | 200,265 | 187,014 | 410,624 | 369,832 |
Operating expenses: | ||||
Research and development expenses | (47,544) | (43,611) | (92,862) | (83,132) |
Sales and operations expenses | (92,726) | (97,900) | (188,375) | (188,631) |
General and administrative expenses | (35,644) | (32,239) | (70,235) | (63,754) |
Total operating expenses | (175,914) | (173,750) | (351,472) | (335,517) |
Income from operations | 24,351 | 13,264 | 59,152 | 34,315 |
Financial income (expense), net | (1,006) | (2,094) | (2,331) | (4,427) |
Income before taxes | 23,345 | 11,170 | 56,821 | 29,888 |
Provision for income taxes | (8,638) | (3,665) | (21,024) | (7,866) |
Net income | 14,707 | 7,505 | 35,797 | 22,022 |
Net income available to shareholders of Criteo S.A. | 13,726 | 5,970 | 33,535 | 18,411 |
Net income available to non-controlling interests | $ 981 | $ 1,535 | $ 2,262 | $ 3,611 |
Net income allocated to shareholders of Criteo S.A. per share: | ||||
Basic (in USD per share) | $ 0.21 | $ 0.09 | $ 0.51 | $ 0.28 |
Diluted (in USD per share) | $ 0.20 | $ 0.09 | $ 0.50 | $ 0.27 |
Weighted average shares outstanding used in computing per share amounts: | ||||
Basic (in shares) | 66,347,599 | 65,027,985 | 66,254,476 | 64,611,237 |
Diluted (in shares) | 67,488,311 | 68,131,274 | 67,479,513 | 67,709,789 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 14,707 | $ 7,505 | $ 35,797 | $ 22,022 |
Foreign currency translation differences, net of taxes | (34,555) | 36,762 | (8,671) | 45,854 |
Foreign currency translation differences | (34,555) | 36,762 | (8,671) | 45,854 |
Income tax effect | 0 | 0 | 0 | 0 |
Actuarial (losses) gains on employee benefits, net of taxes | 413 | 337 | 413 | 590 |
Actuarial gains on employee benefits | 413 | 401 | 413 | 698 |
Income tax effect | 0 | (64) | 0 | (108) |
Comprehensive income (loss) | (19,435) | 44,604 | 27,539 | 68,466 |
Comprehensive income (loss), Attributable to shareholders of Criteo S.A | (19,705) | 43,097 | 25,051 | 64,390 |
Comprehensive income, Attributable to non-controlling interests | $ 270 | $ 1,507 | $ 2,488 | $ 4,076 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
CASH FROM OPERATING ACTIVITIES | |||||
Net income | $ 14,707 | $ 7,505 | $ 35,797 | $ 22,022 | |
Non-cash and non-operating items | 54,021 | 42,974 | 107,987 | 84,448 | |
- Amortization, depreciation and provisions | 25,099 | 24,376 | 51,149 | 46,692 | |
- Equity awards compensation expense | [1] | 20,241 | 14,918 | 39,070 | 29,858 |
- Interest accrued and non-cash financial income and expenses | 21 | 15 | 44 | 32 | |
- Change in deferred taxes | (4,389) | (5,536) | (7,535) | (12,405) | |
- Income tax for the period | 13,028 | 9,201 | 28,560 | 20,271 | |
- Other | [2] | 21 | 0 | (3,301) | 0 |
Changes in working capital related to operating activities | (10,043) | 25,860 | 13,644 | 25,790 | |
- (Increase) / Decrease in trade receivables | 10,154 | (23,358) | 101,446 | 36,211 | |
- Increase / (Decrease) in trade payables | (26,745) | 48,776 | (89,690) | (26,254) | |
- (Increase) / Decrease in other current assets | 5,821 | (3,493) | 13,779 | 2,580 | |
- Increase/(decrease) in other current liabilities | [2] | 727 | 3,935 | (11,891) | 13,253 |
Income taxes paid | (18,344) | (15,848) | (32,560) | (27,531) | |
CASH FROM OPERATING ACTIVITIES | 40,341 | 60,491 | 124,868 | 104,729 | |
CASH USED FOR INVESTING ACTIVITIES | |||||
Acquisition of intangible assets, property, plant and equipment | (18,880) | (30,008) | (26,293) | (53,275) | |
Change in accounts payable related to intangible assets, property, plant and equipment | 1,033 | 2,953 | (24,121) | (1,986) | |
Payment for (Disposal of) business, net of cash acquired (disposed) | 0 | 1,089 | (10,811) | 1,052 | |
Change in other non-current financial assets | 154 | 1,668 | 42 | 1,274 | |
CASH USED FOR INVESTING ACTIVITIES | (17,693) | (24,298) | (61,183) | (52,935) | |
CASH (USED FOR) FROM FINANCING ACTIVITIES | |||||
Issuance of long-term borrowings | 0 | 1,454 | 0 | 1,454 | |
Repayment of borrowings | (235) | (77,168) | (473) | (79,221) | |
Proceeds from capital increase | 396 | 11,517 | 562 | 24,454 | |
Change in other financial liabilities | [2] | (35) | 145 | 16,810 | 264 |
CASH (USED FOR) FROM FINANCING ACTIVITIES | 126 | (64,052) | 16,899 | (53,049) | |
CHANGE IN NET CASH AND CASH EQUIVALENTS | 22,774 | (27,859) | 80,584 | (1,255) | |
Net cash and cash equivalents at beginning of period | 483,874 | 303,813 | 414,111 | 270,317 | |
Effect of exchange rates changes on cash and cash equivalents | [2] | (26,363) | 32,231 | (14,410) | 39,123 |
Net cash and cash equivalents at end of period | 480,285 | 308,185 | 480,285 | 308,185 | |
Share-based compensation expense | $ 19,818 | $ 14,704 | $ 38,214 | $ 29,287 | |
[1] | Of which $14.7 million and $19.8 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the three months ended June 30, 2017 and 2018, respectively, and $29.3 million and $38.2 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the six month period ended June 30, 2017 and 2018, respectively. | ||||
[2] | During the three months ended and six months ended June 30, 2018, the Company reported the cash impact of the settlement of hedging derivatives related to financing activities in cash from (used for) financing activities in the unaudited consolidated statements of cash flows. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||||
Share-based compensation expense | $ 19,818 | $ 14,704 | $ 38,214 | $ 29,287 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Criteo S.A. is a global commerce marketing technology company. We help commerce companies and brand manufacturers acquire, convert and re-engage their customers, using shopping data, predictive technology and large consumer reach. We strive to deliver post-click sales at scale to our clients across different marketing objectives to meet their targeted return on investment. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive sales for our clients, we activate our data assets through proprietary machine-learning algorithms to engage consumers in real time through the pricing and delivery of highly relevant digital advertisements, across devices and environments. By pricing our offering on a cost-per-click and measuring our value based on post-click sales, we make the return on investment transparent and easy to measure for our clients. In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we". Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2017 , filed with the SEC on March 1, 2018. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) the recognition of revenue and particularly, the determination as to whether revenue should be reported on a gross or a net basis; (2) the evaluation of our trade receivables and the recognition of a valuation allowance for doubtful accounts; (3) the recognition of our deferred tax assets considering the subsidiaries projected taxable profit for future years (4) the evaluation of uncertain tax positions considering our transfer pricing policies and research tax credits in the United States and France; (5) the recognition and measurement of income tax positions considering the 2017 Tax Cuts and Jobs Act enacted in December 2017 in the U.S., and particularly the measurement of the base erosion anti-avoidance tax ("BEAT"); (6) the recognition and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; and (7) the measurement of share-based compensation and related expenses. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, except for the accounting pronouncements adopted below. Accounting Pronouncements adopted in 2018 In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires the Company to recognize revenue when control of promised services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. We adopted the new standard effective January 1, 2018 using the modified retrospective method. The new standard had no significant impact on our Unaudited Condensed Consolidated Financial Statements, except for related disclosures (see Note 2 for further details). In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01) “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2018 on a prospective basis and it did not have a material impact on our financial position, results of operations or cash flows. In May 2017, the FASB issued ASU 2017-09 Compensation - Stock Compensation (Topic 718) . ASU 2017-09 was issued to provide clarity and reduce diversity in practice and complexity when applying the guidance in Topic 718 to a change in terms or conditions of a share based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. We adopted ASU 2017-09 as of January 1, 2018 on a prospective basis and it did not have a material impact on our financial position, results of operations or cash flows. In March 2017, FASB issued ASU 2017-07 Compensation-Retirements Benefits (Topic 715). ASU 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. We adopted ASU 2017-07 as of January 1, 2018 and it did not have a material impact on our financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Among other clarifications, ASU 2016-15 clarifies certain items, including the classification of payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, which will now be included in the Financing Activities section in the Consolidated Statement of Cash Flows. We adopted ASU 2016 - 15 as of January 1, 2018 and it did not have a material impact on our financial position, results of operations or cash flows, including classification as operating, financing, or investing activities. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. We adopted ASU 2016-16 as of January 1, 2018 on a modified retrospective basis. It did not have a material impact on our Consolidated Financial Statements. Recently Issued Accounting Pronouncements not yet adopted In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. We have selected a lease accounting system and are currently implementing this system as well as modifying our processes in conjunction with our review of existing lease agreements. Our implementation of this system is on schedule. We will adopt Topic 842 effective January 1, 2019 and expect to elect certain available transitional practical expedients. We anticipate this standard will have a material impact on our financial position and results of operations. While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact relates to the accounting for office and datacenter operating leases. In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. This update will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Adoption of ASC Topic 606, “Revenue from contracts with customers” On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements, except for related disclosures which are presented under Topic 606 for reporting periods beginning after January 1, 2018, while prior period disclosures are reported in accordance with previous Topic 605. Nature of services We generate revenues from our performance marketing service portfolio currently comprised of the following services: • Criteo Dynamic Retargeting drives post-click sales for our commerce clients by engaging consumers with personalized advertisements offering products or services for which they have already expressed shopping intent. • Criteo Sponsored Products drives post-click sales for our brand clients by pricing and delivering in real time sponsored product advertisements to consumers demonstrating intent, or actively searching for a specific product or product category, on the websites of retailers selling such brand product. • Criteo Customer Acquisition drives post-click sales for our commerce clients by helping them to acquire new prospective customers, using intent information across a large pool of retailers and engaging such prospective customers with personalized advertisements offering products or services that are predicted to be of interest to them. • Criteo Audience Match drives more post-click sales for our commerce clients by accurately targeting and re-engaging their existing customers with personalized advertisements offering new products or services that they have not yet purchased. Excluding our core product, Criteo Dynamic Retargeting, no other product accounted for more than 10% of total consolidated revenue for the periods presented. Disaggregation of revenue The following table presents our revenues disaggregated by geographical area: Americas EMEA Asia-Pacific Total For the three months ended (in thousands) June 30, 2017 $ 229,392 $ 191,682 $ 120,948 $ 542,022 June 30, 2018 $ 212,781 $ 201,080 $ 123,324 $ 537,185 Americas EMEA Asia-Pacific Total For the six months ended (in thousands) June 30, 2017 $ 437,405 $ 380,774 $ 240,509 $ 1,058,688 June 30, 2018 $ 425,476 $ 423,691 $ 252,182 $ 1,101,349 Revenue recognition accounting policies We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. All our services consist mainly in serving relevant advertising and banner to clients’ users, using Criteo’s technology, when client’s users are surfing on the web. Our contracts typically include a single promise to stand ready, to display the advertising or banner until a client’s user clicks. This represents a series of distinct repetitive services (units of time) that are substantially the same, with the same pattern of transfer to the client. Accordingly, the promise to stand ready is accounted for as a single performance obligation. Each performance obligation is satisfied over time as the client continuously receives and consumes the benefits of the services in continue. We generally price our advertising campaigns on a cost per click basis (CPC) model based on the number of clicks generated by users on each advertisement we deliver in our advertising campaigns (variable consideration). Which means that we have a right to invoice our clients when a user clicks on an advertisement displayed by us. Advertising campaigns are billed and paid on a monthly basis. This amount is representative of the value of the service delivered to the client and therefore, applying the right-to-bill practical expedient, we recognize revenue over time based on the users’ clicks . We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the costs incurred related on a gross basis. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Restructuring of our China Operations In May 2017, the Company announced it would no longer continue to serve the domestic market in China and would refocus its China operations entirely on the export business. For the three months ended June 30, 2017, we recognized $3.3 million in restructuring charges as detailed below: Three Months and Six Months Ended June 30, 2017 (in thousands) Severance costs $802 Facility exit costs 2,265 Other 232 Total restructuring costs $3,299 For the three months and six months ended June 30, 2017, $2.5 million was included in Other Cost of Revenue, $0.7 million in Sales and Operations expenses, and $0.1 million was included in General and Administrative expenses. As of December 31, 2017, we had a restructuring liability of $0.4 million included in other current liabilities on the consolidated statement of financial position. No additional expenses were recorded related to this restructuring in the six months ended June 30, 2018 and the remaining $0.4 million was paid during the period resulting in the extinguishment of the restructuring liability as of June 30, 2018. Discontinuation of Criteo Predictive Search On October 31, 2017, the Company announced that it had decided to discontinue the Criteo Predictive Search product. $4.1 million was recognized as restructuring charges in 2017. For the three months ended June 30, 2018, we recognized restructuring costs of $0.2 million due to variances in the terms of actual settlement and facility sublease agreements from those used to determine our original estimate. Three Months Ended June 30, 2018 (in thousands) Severance costs $321 Facility exit costs (122) Total restructuring costs / (gain) $199 For the three months ended June 30, 2018, $0.2 million was included in Sales and Operations expenses. Six Months Ended June 30, 2018 (in thousands) Severance costs $127 Facility exit costs 297 Other (477) Total restructuring costs / (gain) $(53) For the six months ended June 30, 2018, we recognized a gain of $0.1 million . This gain was due to employees being relocated within the company rather than being terminated and a reduction of share based compensation expenses which was partially offset by additional charges for facilities and employee severance agreements. For the six months ended June 30, 2018, $0.2 million was included in Sales and Operations expenses and $(0.3) million in Research and Development expenses. Other costs relate to a reduction of share based compensation expenses of $(0.5) million due to forfeitures. The following table summarizes restructuring activities as of June 30, 2018 included in other current liabilities on the balance sheet: Restructuring Liability (in thousands) Restructuring liability - January 1, 2018 $2,351 Restructuring costs / (gain) (53) Amounts paid (1,808) Other 472 Restructuring liability - June 30, 2018 $962 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Credit Risk The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets, and summarized in the following table: December 31, 2017 June 30, 2018 (in thousands) Cash and cash equivalents $ 414,111 $ 480,285 Trade receivables, net of allowance 484,101 372,906 Other taxes 58,346 42,076 Other current assets 26,327 26,114 Non-current financial assets 19,525 20,226 Total $ 1,002,410 $ 941,607 As of December 31, 2017 and June 30, 2018 , no customer accounted for 10% or more of trade receivables. We perform ongoing credit evaluations of our customers and do not require collateral. We maintain an allowance for estimated credit losses. During the year ended December 31, 2017 and the six-month period ended June 30, 2018, our allowance for doubtful accounts increased by $9.2 million and $2.5 million , respectively. For our financial assets, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows. Trade Receivables Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments. For each period presented, the aging of trade receivables and allowances for potential losses is as follows: December 31, 2017 June 30, 2018 Gross value % Allowance % Gross value % Allowance % (in thousands) (in thousands) (in thousands) (in thousands) Not yet due $ 304,233 60.3 % $ (168 ) 0.8 % $ 306,148 77.3 % $ (31 ) 0.1 % 0 - 30 days 121,957 24.2 % — — % 10,629 2.7 % — — % 31 - 60 days 29,325 5.8 % (21 ) 0.1 % 18,169 4.6 % (29 ) 0.1 % 61 - 90 days 7,498 1.5 % (35 ) 0.2 % 13,984 3.5 % (77 ) 0.3 % > 90 days 41,906 8.3 % (20,594 ) 98.9 % 47,356 11.9 % (23,243 ) 99.5 % Total $ 504,919 100 % $ (20,818 ) 100 % $ 396,286 100 % $ (23,380 ) 100 % Financial Liabilities December 31, 2017 June 30, 2018 (in thousands) Trade payables $ 417,032 $ 321,295 Other taxes 58,783 46,947 Employee-related payables 66,219 65,832 Other current liabilities 65,677 30,803 Financial liabilities 3,657 2,813 Total $ 611,368 $ 467,690 For our financial liabilities, the fair value approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows. Fair Value Measurements We measure the fair value of our cash equivalents, which include money market funds and interest bearing deposits, as level 1 and level 2 measurements because they are valued using quoted market prices and observable market data, respectively. Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. Derivative Financial Instruments Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. December 31, 2017 June 30, 2018 (in thousands) Derivative Assets: Included in other current assets $ 5,159 $ 877 Derivative Liabilities: Included in financial liabilities - current portion $ — $ — For our derivative financial instruments, the fair value approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows. Cash and Cash Equivalents Cash and cash equivalents include investments in money market funds and interest–bearing bank deposits which meet ASC 230— Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Money market funds are considered level 1 financial instruments as they are valued using quoted market prices. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. December 31, 2017 June 30, 2018 (in thousands) Cash and cash equivalents $ 267,236 $ 308,070 Money market funds — — Interest-bearing bank deposits 146,875 172,215 Total cash and cash equivalents $ 414,111 $ 480,285 For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows. |
Trade Receivables
Trade Receivables | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Trade Receivables | Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: December 31, 2017 June 30, 2018 (in thousands) Trade accounts receivables $ 504,919 $ 396,286 (Less) allowance for doubtful accounts (20,818 ) (23,380 ) Net book value at end of period $ 484,101 $ 372,906 Changes in allowance for doubtful accounts are summarized below: 2017 2018 (in thousands) Balance at January 1 $ (11,598 ) $ (20,818 ) Allowance for doubtful accounts (3,686 ) (6,315 ) Reversal of provision 2,142 3,303 Currency translation adjustment (87 ) 450 Balance at June 30 $ (13,229 ) $ (23,380 ) The change in allowance for doubtful accounts during the six months ended June 30, 2018 related mainly to increased business with categories of clients associated with a higher credit risk. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The following table shows the breakdown in other current assets net book value for the presented periods: December 31, 2017 June 30, 2018 (in thousands) Prepayments to suppliers $ 3,244 $ 4,367 Employee-related receivables — 154 Other debtors 5,694 4,151 Prepaid expenses 12,230 16,565 Derivative instruments 5,159 877 Gross book value at end of period 26,327 26,114 (Less) Allowance for doubtful accounts $ — $ — Net book value at end of period $ 26,327 $ 26,114 Prepaid expenses mainly consist of office rental advance payments. Derivative financial instruments include foreign currency swaps or forward purchases or sales contracts used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets and Goodwill | Intangible assets and Goodwill There have been no significant changes in intangible assets or goodwill since December 31, 2017. In addition, no triggering events have occurred that would indicate impairment in the balance of either intangible assets or goodwill. The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows: Software Technology and customer relationships Total (in thousands) From July 1 to December 31, 2018 $ 5,964 $ 7,561 $ 13,525 2019 4,864 13,035 17,899 2020 3,368 8,700 12,068 2021 1,253 8,700 9,953 2022 166 8,700 8,866 Thereafter — 24,720 24,720 Total $ 15,615 $ 71,416 $ 87,031 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities are presented in the following table: December 31, 2017 June 30, 2018 (in thousands) Clients' prepayments $ 33,495 $ 22,268 Accounts payable relating to capital expenditures 30,736 6,738 Other creditors 740 1,490 Deferred revenue 706 307 Total $ 65,677 $ 30,803 The changes in "Client's prepayments" mainly related to the customers' cash advances for the Criteo Sponsored Products travel business disposed in Q1 2018. The changes in "accounts payable relating to capital expenditures" relate to significant data centers equipment and leasehold improvements acquisitions in 2017 paid during the six-month period ended June 30, 2018. |
Financial Liabilities
Financial Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | Financial Liabilities The changes in current and non-current financial liabilities during the period ended March 31, 2018 are illustrated in the following schedules: As of January 1, 2018 New borrowings Repayments Change in scope Other (1) Currency translation adjustment As of June 30, 2018 (in thousands) Borrowings $ 982 $ — $ (473 ) $ — $ 363 $ (23 ) $ 849 Other financial liabilities 517 — (307 ) — — (4 ) 206 Derivative instruments — — — — — — — Current portion 1,499 — (780 ) — 363 (27 ) 1,055 Borrowings 1,798 — — — (363 ) (37 ) 1,398 Other financial liabilities 360 — — — — — 360 Non current portion 2,158 — — — (363 ) (37 ) 1,758 Borrowings 2,780 — (473 ) — — (60 ) 2,247 Other financial liabilities 877 — (307 ) — — (4 ) 566 Derivative instruments — — — — — — — Total $ 3,657 $ — $ (780 ) $ — $ — $ (64 ) $ 2,813 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities. Borrowings are financial liabilities at amortized cost and are measured using level 2 fair value measurements. We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. There have been no significant changes from what was disclosed in Note 13 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants ( Bons de Souscription d'Actions or "BSAs") . During the six months ended June 30, 2018, there were four grants of RSUs and two grants of OSAs under the Employee Share Option Plan 10 as defined in Note 18 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. • On March 1, 2018, 122,448 RSUs were granted to Criteo employees subject to continued employment. • On March 16, 2018, 1,295,513 RSUs were granted to Criteo employees subject to continued employment. • On March 16, 2018, 794,733 OSAs were granted to senior management subject to continued employment. • On April 25, 2018, 101,377 RSUs were granted to Criteo employees subject to continued employment. • On June 26, 2018 142,390 RSUs were granted to Criteo employees and 152,833 OSAs were granted to senior management subject to continued employment. There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 18 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018, except for one grant of OSAs to a member of senior management which will vest as follows: • up to a half of OSAs at the expiration of a two ( 2 ) year period from the date hereof, • as from the expiration of the initial aforementioned two ( 2 ) year period, in increments of 1/16th at the end of each elapsed quarter (i.e., per successive three-month periods), for 2 years from that date. Change in Number of BSPCE/OSA/RSU/BSA OSA/BSPCE RSU BSA Total Balance at January 1, 2018 3,192,708 4,212,508 186,276 7,591,492 Granted 947,566 1,661,728 — 2,609,294 Exercised (OSA/BSPCE/BSA) (96,739 ) — — (96,739 ) Vested (RSU) — (679,159 ) — (679,159 ) Forfeited (548,792 ) (395,587 ) (3,040 ) (947,419 ) Expired — — — — Balance at June 30, 2018 3,494,743 4,799,490 183,236 8,477,469 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 3,494,743 4,799,490 183,236 Weighted-average exercise price € 27.20 NA € 23.93 Number vested 2,156,137 — 88,833 Weighted-average exercise price € 24.79 NA € 16.70 Weighted-average remaining contractual life of options outstanding, in years 7.11 NA 7.10 Reconciliation with the Unaudited Consolidated Statements of Income Three Months Ended June 30, 2017 June 30, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (4,040 ) $ (6,875 ) $ (2,667 ) $ (13,582 ) $ (6,446 ) $ (8,059 ) $ (4,101 ) $ (18,606 ) Share options / BSPCE (419 ) 469 (1,172 ) (1,122 ) (326 ) (602 ) (284 ) (1,212 ) Total share-based compensation (4,459 ) (6,406 ) (3,839 ) (14,704 ) (6,772 ) (8,661 ) (4,385 ) (19,818 ) BSAs — — (214 ) (214 ) — — (423 ) (423 ) Total equity awards compensation expense (4,459 ) (6,406 ) (4,053 ) (14,918 ) (6,772 ) (8,661 ) (4,808 ) (20,241 ) Six Months Ended June 30, 2017 June 30, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (7,512 ) $ (13,135 ) $ (5,395 ) $ (26,042 ) $ (11,063 ) $ (14,930 ) $ (9,249 ) $ (35,242 ) Share options / BSPCE (863 ) 19 (2,401 ) (3,245 ) (391 ) (962 ) (1,619 ) (2,972 ) Total share-based compensation (8,375 ) (13,116 ) (7,796 ) (29,287 ) (11,454 ) (15,892 ) (10,868 ) (38,214 ) BSAs — — (571 ) (571 ) — — (856 ) (856 ) Total equity awards compensation expense $ (8,375 ) $ (13,116 ) $ (8,367 ) $ (29,858 ) $ (11,454 ) $ (15,892 ) $ (11,724 ) $ (39,070 ) |
Financial income (expense), net
Financial income (expense), net | 6 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Financial income (expense), net | Financial income (expense), net The condensed consolidated statements of income line item “Financial income (expense), net” can be broken down as follows: Three Months Ended June 30, June 30, (in thousands) Financial income from cash equivalents $ 202 $ 279 Interest and fees (656 ) (488 ) Interest on debt (650 ) (546 ) Fees (6 ) 58 Foreign exchange gain (loss) (1,625 ) (777 ) Other financial expense (15 ) (20 ) Total financial income (expense), net $ (2,094 ) $ (1,006 ) The $1.0 million financial expense for the three months ended June 30, 2018 was mainly driven by the non-utilization costs and up-front fees amortization incurred as part of our available RCF financing. The intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the HookLogic acquisition is qualified as a net investment in a foreign operation from February 2018 and no longer requires hedging, resulting in reduced costs compared to the three months ended June 30, 2017. Six Months Ended June 30, June 30, (in thousands) Financial income from cash equivalents $ 449 $ 504 Interest and fees (1,412 ) (1,044 ) Interest on debt (1,218 ) (1,033 ) Fees (194 ) (11 ) Foreign exchange gain (loss) (3,433 ) (1,747 ) Other financial expense (31 ) (44 ) Total financial income (expense), net $ (4,427 ) $ (2,331 ) The $2.3 million financial expense for the six months ended June 30, 2018 was mainly driven by the non-utilization costs and up-front amortization incurred as part of our available RCF financing and hedging costs related to an intra-group position between Criteo S.A. and its U.S. subsidiary in the context of the funding of the HookLogic acquisition. As of February 2018, this position qualified as a net investment in a foreign operation and no longer requires hedging resulting in reduced costs compared to the six months ended June 30, 2017. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Breakdown of Income Taxes Our tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in that quarter. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France. The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows: Six Months Ended June 30, June 30, (in thousands) Current income tax $ (20,271 ) $ (28,559 ) Net change in deferred taxes 12,405 7,535 Provision for income taxes $ (7,866 ) $ (21,024 ) For the six months ended June 30, 2017 and 2018, we used an annual estimated tax rate of 30% and 37% , respectively, to calculate the provision for income taxes. The increase in the annual estimated tax rate is primarily due to our preliminary estimates of the impact of the U.S. Tax Act. The effective tax rate was 26% and 37% for the six months ended June 30, 2017 and 2018, respectively. The difference between the annual estimated tax rate and the effective tax rate for six months ended June 30, 2017 was due to the tax impact of discrete items such as share-based compensation in the United States. Discrete items were immaterial for the six months ended June 30, 2018 resulting in no difference between the annual estimated tax rate and the effective tax rate. Our estimated annual effective tax rate includes our preliminary estimates for the impact of the U.S. Tax Cuts and Jobs Act (the "Tax Act") which was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. federal income tax rate from 35% to 21% and creates new taxes on certain related-party payments, referred to as a base erosion anti-avoidance tax, or “BEAT”. The Tax Act also modifies the limitation on the amount of deductible interest expense and the limitation on the deductibility of certain executive compensation. Our estimates are preliminary, and our effective tax rate may be impacted as more information becomes available regarding the tax reform. Current tax assets and liabilities The total amount of current tax assets consists mainly of prepayments of income taxes and credits of Criteo S.A., Criteo Corp., Criteo do Brasil LTDA, and Criteo B.V.. The current tax liabilities refers mainly to the net corporate tax payables of Criteo K.K. and Criteo Deutschland. Ongoing tax inspection in the United States On September 27, 2017, we received a draft notice of proposed adjustment "NOPA" from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. If the IRS prevails in its position, it could result in an additional federal tax liability of an estimated maximum aggregate amount of approximately $15.0 million , excluding related fees, interest and penalties. We strongly disagree with the IRS's position as asserted in the notice of proposed adjustment and intend to contest it. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic Earnings Per Share We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding. Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands, except share amount and per data) Net income attributable to shareholders of Criteo S.A. $ 5,970 $ 13,726 $ 18,411 $ 33,535 Weighted average number of shares outstanding 65,027,985 66,347,599 64,611,237 66,254,476 Basic earnings per share $ 0.09 $ 0.21 $ 0.28 $ 0.51 Diluted Earnings Per Share We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of June 30, 2017 and 2018 . Consequently, all potential dilutive effects from shares are considered. For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant ("BSA"), restricted share unit ("RSU") or employee warrant ("BSPCE") is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price). Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands, except share amount and per data) Net income attributable to shareholders of Criteo S.A. $ 5,970 $ 13,726 $ 18,411 $ 33,535 Weighted average number of shares outstanding of Criteo S.A. 65,027,985 66,347,599 64,611,237 66,254,476 Dilutive effect of : Restricted share awards ("RSUs") 1,598,093 721,154 1,438,010 793,096 Share options and BSPCE 1,427,448 382,066 1,574,728 394,936 Share warrants 77,748 37,492 85,814 37,005 Weighted average number of shares outstanding used to determine diluted earnings per share 68,131,274 67,488,311 67,709,789 67,479,513 Diluted earnings per share $ 0.09 $ 0.20 $ 0.27 $ 0.50 The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 Restricted share awards 11,834 2,651,262 120,782 2,276,195 Share options and BSPCE 129,005 — 285,958 — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 140,839 2,651,262 406,740 2,276,195 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Commitments Leases We are party to various contractual commitments mainly related to our offices as well as hosting services. There have been no significant changes in future payment obligations for these contractual commitments from what was disclosed in Note 22 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. Certain of these arrangements have free rent periods or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis. Rent expenses relating to our offices totaled $8.6 million and $9.5 million for the three-month period ended June 30, 2017 and 2018, respectively and $17.4 million and $19.2 million for the six-month period ended June 30, 2017 and 2018, respectively. Hosting costs totaled $17.1 million and $12.4 million for the three-month period ended June 30, 2017 and 2018, respectively and $31.0 million and $24.7 million for the six-month period ended June 30, 2017 and 2018, respectively. Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts As mentioned in Note 9, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ( $408.0 million ). As of June 30, 2018, there was no amount drawn on the RCF. This credit facility is unsecured and contains customary events of default and contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on incurring additional indebtedness. As of June 30, 2018, we were in compliance with the required leverage ratio. Contingencies Changes in provisions during the presented periods are summarized below: Provision for employee-related litigation Other provisions Total (in thousands) Balance at January 1, 2018 $ 545 $ 1,253 $ 1,798 Increase 149 960 1,109 Provision used (352 ) (221 ) (573 ) Provision released not used — (456 ) (456 ) Currency translation adjustments (21 ) (46 ) (67 ) Balance at June 30, 2018 $ 321 $ 1,490 $ 1,811 - of which current 321 1,490 1,811 The amount of the provisions represent management’s best estimate of the future outflow. As of June 30, 2018, provisions are mainly in relation to employee-related litigations and other operating provisions. |
Breakdown of Revenue and Non-Cu
Breakdown of Revenue and Non-Current Assets by Geographical Areas | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Breakdown of Revenue and Non-Current Assets by Geographical Areas | Breakdown of Revenue and Non-Current Assets by Geographical Areas The Company operates in the following three geographical markets: • Americas (North and South America); • EMEA (Europe, Middle-East and Africa); and • Asia-Pacific. The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total For the three months ended: (in thousands) June 30, 2017 $ 229,392 $ 191,682 $ 120,948 $ 542,022 June 30, 2018 $ 212,781 $ 201,080 $ 123,324 $ 537,185 Revenue generated in France, the country of incorporation of the Parent company, amounted to $36.1 million and $37.0 million for the three months ended June 30, 2017 and 2018, respectively. Americas EMEA Asia-Pacific Total For the six months ended: (in thousands) June 30, 2017 $ 437,405 $ 380,774 $ 240,509 $ 1,058,688 June 30, 2018 $ 425,476 $ 423,691 $ 252,182 $ 1,101,349 Revenue generated in France amounted to $73.6 million and $78.4 million for the six months ended June 30, 2017 and 2018, respectively. Revenue generated in other significant countries where we operate is presented in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands) Americas United States $ 200,801 $ 187,368 $ 380,464 $ 373,420 EMEA Germany $ 41,882 $ 48,632 $ 84,496 $ 103,147 United Kingdom $ 26,422 $ 22,544 $ 54,619 $ 48,778 Asia-Pacific Japan $ 87,400 $ 84,060 $ 172,710 $ 176,324 As of June 30, 2017 and 2018, our largest client represented 2.1% and 2.4% , respectively, of our consolidated revenue. Other Information For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities. Of which Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Singapore Total (in thousands) December 31, 2017 $ 100,819 $ 113,272 $ 112,685 $ 18,850 $ 25,020 $ 10,141 $ 10,085 $ 257,961 June 30, 2018 $ 92,926 $ 105,119 $ 104,736 $ 16,785 $ 19,105 $ 7,900 $ 6,680 $ 233,935 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties There were no significant related-party transactions during the period nor any change in the nature of the transactions as described in Note 23 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 except as follows: On April 25, 2018, the Board appointed Jean-Baptiste Rudelle, the Executive Chairman of Criteo S.A., as the Company's Chairman and Chief Executive Officer. On June 19, 2018 Criteo S.A. entered into a transition and separation agreement with Mr. Eric Eichmann, the Company's former Chief Executive Officer, pursuant to which Mr. Eichmann's Management Agreement with the Company has been terminated, effective as of April 25, 2018 and Mr. Eichmann will continue employment with the Company in a non-executive capacity as advisor to the Chief Executive Officer to assist with transition duties from April 25, 2018 to August 31, 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Criteo has entered into a definitive agreement to acquire Storetail, a pioneering retail media technology platform that enables retailers to monetize native placements on their ecommerce sites on a CPM basis. Criteo expects the deal to close in the third quarter of this year, subject to certain conditions precedent. The Company evaluated all other subsequent events that occurred after June 30, 2018 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no other significant events that require adjustments or disclosure. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2017 , filed with the SEC on March 1, 2018. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) the recognition of revenue and particularly, the determination as to whether revenue should be reported on a gross or a net basis; (2) the evaluation of our trade receivables and the recognition of a valuation allowance for doubtful accounts; (3) the recognition of our deferred tax assets considering the subsidiaries projected taxable profit for future years (4) the evaluation of uncertain tax positions considering our transfer pricing policies and research tax credits in the United States and France; (5) the recognition and measurement of income tax positions considering the 2017 Tax Cuts and Jobs Act enacted in December 2017 in the U.S., and particularly the measurement of the base erosion anti-avoidance tax ("BEAT"); (6) the recognition and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; and (7) the measurement of share-based compensation and related expenses. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, except for the accounting pronouncements adopted below. |
Recently issued accounting standards | Accounting Pronouncements adopted in 2018 In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires the Company to recognize revenue when control of promised services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. We adopted the new standard effective January 1, 2018 using the modified retrospective method. The new standard had no significant impact on our Unaudited Condensed Consolidated Financial Statements, except for related disclosures (see Note 2 for further details). In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01) “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2018 on a prospective basis and it did not have a material impact on our financial position, results of operations or cash flows. In May 2017, the FASB issued ASU 2017-09 Compensation - Stock Compensation (Topic 718) . ASU 2017-09 was issued to provide clarity and reduce diversity in practice and complexity when applying the guidance in Topic 718 to a change in terms or conditions of a share based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. We adopted ASU 2017-09 as of January 1, 2018 on a prospective basis and it did not have a material impact on our financial position, results of operations or cash flows. In March 2017, FASB issued ASU 2017-07 Compensation-Retirements Benefits (Topic 715). ASU 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. We adopted ASU 2017-07 as of January 1, 2018 and it did not have a material impact on our financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Among other clarifications, ASU 2016-15 clarifies certain items, including the classification of payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, which will now be included in the Financing Activities section in the Consolidated Statement of Cash Flows. We adopted ASU 2016 - 15 as of January 1, 2018 and it did not have a material impact on our financial position, results of operations or cash flows, including classification as operating, financing, or investing activities. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. We adopted ASU 2016-16 as of January 1, 2018 on a modified retrospective basis. It did not have a material impact on our Consolidated Financial Statements. Recently Issued Accounting Pronouncements not yet adopted In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. We have selected a lease accounting system and are currently implementing this system as well as modifying our processes in conjunction with our review of existing lease agreements. Our implementation of this system is on schedule. We will adopt Topic 842 effective January 1, 2019 and expect to elect certain available transitional practical expedients. We anticipate this standard will have a material impact on our financial position and results of operations. While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact relates to the accounting for office and datacenter operating leases. In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. This update will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations. |
Revenue recognition, sales of services | Adoption of ASC Topic 606, “Revenue from contracts with customers” On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements, except for related disclosures which are presented under Topic 606 for reporting periods beginning after January 1, 2018, while prior period disclosures are reported in accordance with previous Topic 605. Revenue recognition accounting policies We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. All our services consist mainly in serving relevant advertising and banner to clients’ users, using Criteo’s technology, when client’s users are surfing on the web. Our contracts typically include a single promise to stand ready, to display the advertising or banner until a client’s user clicks. This represents a series of distinct repetitive services (units of time) that are substantially the same, with the same pattern of transfer to the client. Accordingly, the promise to stand ready is accounted for as a single performance obligation. Each performance obligation is satisfied over time as the client continuously receives and consumes the benefits of the services in continue. We generally price our advertising campaigns on a cost per click basis (CPC) model based on the number of clicks generated by users on each advertisement we deliver in our advertising campaigns (variable consideration). Which means that we have a right to invoice our clients when a user clicks on an advertisement displayed by us. Advertising campaigns are billed and paid on a monthly basis. This amount is representative of the value of the service delivered to the client and therefore, applying the right-to-bill practical expedient, we recognize revenue over time based on the users’ clicks . We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the costs incurred related on a gross basis. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenues disaggregated by geographical area: Americas EMEA Asia-Pacific Total For the three months ended (in thousands) June 30, 2017 $ 229,392 $ 191,682 $ 120,948 $ 542,022 June 30, 2018 $ 212,781 $ 201,080 $ 123,324 $ 537,185 Americas EMEA Asia-Pacific Total For the six months ended (in thousands) June 30, 2017 $ 437,405 $ 380,774 $ 240,509 $ 1,058,688 June 30, 2018 $ 425,476 $ 423,691 $ 252,182 $ 1,101,349 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | For the three months ended June 30, 2018, we recognized restructuring costs of $0.2 million due to variances in the terms of actual settlement and facility sublease agreements from those used to determine our original estimate. Three Months Ended June 30, 2018 (in thousands) Severance costs $321 Facility exit costs (122) Total restructuring costs / (gain) $199 The following table summarizes restructuring activities as of June 30, 2018 included in other current liabilities on the balance sheet: Restructuring Liability (in thousands) Restructuring liability - January 1, 2018 $2,351 Restructuring costs / (gain) (53) Amounts paid (1,808) Other 472 Restructuring liability - June 30, 2018 $962 Six Months Ended June 30, 2018 (in thousands) Severance costs $127 Facility exit costs 297 Other (477) Total restructuring costs / (gain) $(53) For the three months ended June 30, 2017, we recognized $3.3 million in restructuring charges as detailed below: Three Months and Six Months Ended June 30, 2017 (in thousands) Severance costs $802 Facility exit costs 2,265 Other 232 Total restructuring costs $3,299 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedules of concentration of risk | For each period presented, the aging of trade receivables and allowances for potential losses is as follows: December 31, 2017 June 30, 2018 Gross value % Allowance % Gross value % Allowance % (in thousands) (in thousands) (in thousands) (in thousands) Not yet due $ 304,233 60.3 % $ (168 ) 0.8 % $ 306,148 77.3 % $ (31 ) 0.1 % 0 - 30 days 121,957 24.2 % — — % 10,629 2.7 % — — % 31 - 60 days 29,325 5.8 % (21 ) 0.1 % 18,169 4.6 % (29 ) 0.1 % 61 - 90 days 7,498 1.5 % (35 ) 0.2 % 13,984 3.5 % (77 ) 0.3 % > 90 days 41,906 8.3 % (20,594 ) 98.9 % 47,356 11.9 % (23,243 ) 99.5 % Total $ 504,919 100 % $ (20,818 ) 100 % $ 396,286 100 % $ (23,380 ) 100 % The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets, and summarized in the following table: December 31, 2017 June 30, 2018 (in thousands) Cash and cash equivalents $ 414,111 $ 480,285 Trade receivables, net of allowance 484,101 372,906 Other taxes 58,346 42,076 Other current assets 26,327 26,114 Non-current financial assets 19,525 20,226 Total $ 1,002,410 $ 941,607 |
Schedule of financial liabilities | Financial Liabilities December 31, 2017 June 30, 2018 (in thousands) Trade payables $ 417,032 $ 321,295 Other taxes 58,783 46,947 Employee-related payables 66,219 65,832 Other current liabilities 65,677 30,803 Financial liabilities 3,657 2,813 Total $ 611,368 $ 467,690 |
Schedule of derivative financial instruments | December 31, 2017 June 30, 2018 (in thousands) Derivative Assets: Included in other current assets $ 5,159 $ 877 Derivative Liabilities: Included in financial liabilities - current portion $ — $ — |
Schedule of assets and liabilities carried at fair value | December 31, 2017 June 30, 2018 (in thousands) Cash and cash equivalents $ 267,236 $ 308,070 Money market funds — — Interest-bearing bank deposits 146,875 172,215 Total cash and cash equivalents $ 414,111 $ 480,285 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedules of trade receivables net book value and Changes in allowance for doubtful accounts | The following table shows the breakdown in trade receivables net book value for the presented periods: December 31, 2017 June 30, 2018 (in thousands) Trade accounts receivables $ 504,919 $ 396,286 (Less) allowance for doubtful accounts (20,818 ) (23,380 ) Net book value at end of period $ 484,101 $ 372,906 Changes in allowance for doubtful accounts are summarized below: 2017 2018 (in thousands) Balance at January 1 $ (11,598 ) $ (20,818 ) Allowance for doubtful accounts (3,686 ) (6,315 ) Reversal of provision 2,142 3,303 Currency translation adjustment (87 ) 450 Balance at June 30 $ (13,229 ) $ (23,380 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets net book value | The following table shows the breakdown in other current assets net book value for the presented periods: December 31, 2017 June 30, 2018 (in thousands) Prepayments to suppliers $ 3,244 $ 4,367 Employee-related receivables — 154 Other debtors 5,694 4,151 Prepaid expenses 12,230 16,565 Derivative instruments 5,159 877 Gross book value at end of period 26,327 26,114 (Less) Allowance for doubtful accounts $ — $ — Net book value at end of period $ 26,327 $ 26,114 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future amortization expense related to intangible assets | The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows: Software Technology and customer relationships Total (in thousands) From July 1 to December 31, 2018 $ 5,964 $ 7,561 $ 13,525 2019 4,864 13,035 17,899 2020 3,368 8,700 12,068 2021 1,253 8,700 9,953 2022 166 8,700 8,866 Thereafter — 24,720 24,720 Total $ 15,615 $ 71,416 $ 87,031 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities are presented in the following table: December 31, 2017 June 30, 2018 (in thousands) Clients' prepayments $ 33,495 $ 22,268 Accounts payable relating to capital expenditures 30,736 6,738 Other creditors 740 1,490 Deferred revenue 706 307 Total $ 65,677 $ 30,803 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of changes in current and non-current financial liabilities | The changes in current and non-current financial liabilities during the period ended March 31, 2018 are illustrated in the following schedules: As of January 1, 2018 New borrowings Repayments Change in scope Other (1) Currency translation adjustment As of June 30, 2018 (in thousands) Borrowings $ 982 $ — $ (473 ) $ — $ 363 $ (23 ) $ 849 Other financial liabilities 517 — (307 ) — — (4 ) 206 Derivative instruments — — — — — — — Current portion 1,499 — (780 ) — 363 (27 ) 1,055 Borrowings 1,798 — — — (363 ) (37 ) 1,398 Other financial liabilities 360 — — — — — 360 Non current portion 2,158 — — — (363 ) (37 ) 1,758 Borrowings 2,780 — (473 ) — — (60 ) 2,247 Other financial liabilities 877 — (307 ) — — (4 ) 566 Derivative instruments — — — — — — — Total $ 3,657 $ — $ (780 ) $ — $ — $ (64 ) $ 2,813 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of share-based compensation by share-based payment award | Change in Number of BSPCE/OSA/RSU/BSA OSA/BSPCE RSU BSA Total Balance at January 1, 2018 3,192,708 4,212,508 186,276 7,591,492 Granted 947,566 1,661,728 — 2,609,294 Exercised (OSA/BSPCE/BSA) (96,739 ) — — (96,739 ) Vested (RSU) — (679,159 ) — (679,159 ) Forfeited (548,792 ) (395,587 ) (3,040 ) (947,419 ) Expired — — — — Balance at June 30, 2018 3,494,743 4,799,490 183,236 8,477,469 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 3,494,743 4,799,490 183,236 Weighted-average exercise price € 27.20 NA € 23.93 Number vested 2,156,137 — 88,833 Weighted-average exercise price € 24.79 NA € 16.70 Weighted-average remaining contractual life of options outstanding, in years 7.11 NA 7.10 |
Schedule of share-based compensation reconciliation with the Consolidated Statements of Income | Reconciliation with the Unaudited Consolidated Statements of Income Three Months Ended June 30, 2017 June 30, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (4,040 ) $ (6,875 ) $ (2,667 ) $ (13,582 ) $ (6,446 ) $ (8,059 ) $ (4,101 ) $ (18,606 ) Share options / BSPCE (419 ) 469 (1,172 ) (1,122 ) (326 ) (602 ) (284 ) (1,212 ) Total share-based compensation (4,459 ) (6,406 ) (3,839 ) (14,704 ) (6,772 ) (8,661 ) (4,385 ) (19,818 ) BSAs — — (214 ) (214 ) — — (423 ) (423 ) Total equity awards compensation expense (4,459 ) (6,406 ) (4,053 ) (14,918 ) (6,772 ) (8,661 ) (4,808 ) (20,241 ) Six Months Ended June 30, 2017 June 30, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (7,512 ) $ (13,135 ) $ (5,395 ) $ (26,042 ) $ (11,063 ) $ (14,930 ) $ (9,249 ) $ (35,242 ) Share options / BSPCE (863 ) 19 (2,401 ) (3,245 ) (391 ) (962 ) (1,619 ) (2,972 ) Total share-based compensation (8,375 ) (13,116 ) (7,796 ) (29,287 ) (11,454 ) (15,892 ) (10,868 ) (38,214 ) BSAs — — (571 ) (571 ) — — (856 ) (856 ) Total equity awards compensation expense $ (8,375 ) $ (13,116 ) $ (8,367 ) $ (29,858 ) $ (11,454 ) $ (15,892 ) $ (11,724 ) $ (39,070 ) |
Financial income (expense), n35
Financial income (expense), net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expense) | The condensed consolidated statements of income line item “Financial income (expense), net” can be broken down as follows: Three Months Ended June 30, June 30, (in thousands) Financial income from cash equivalents $ 202 $ 279 Interest and fees (656 ) (488 ) Interest on debt (650 ) (546 ) Fees (6 ) 58 Foreign exchange gain (loss) (1,625 ) (777 ) Other financial expense (15 ) (20 ) Total financial income (expense), net $ (2,094 ) $ (1,006 ) Six Months Ended June 30, June 30, (in thousands) Financial income from cash equivalents $ 449 $ 504 Interest and fees (1,412 ) (1,044 ) Interest on debt (1,218 ) (1,033 ) Fees (194 ) (11 ) Foreign exchange gain (loss) (3,433 ) (1,747 ) Other financial expense (31 ) (44 ) Total financial income (expense), net $ (4,427 ) $ (2,331 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for income taxes | The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows: Six Months Ended June 30, June 30, (in thousands) Current income tax $ (20,271 ) $ (28,559 ) Net change in deferred taxes 12,405 7,535 Provision for income taxes $ (7,866 ) $ (21,024 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic earnings per share | Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands, except share amount and per data) Net income attributable to shareholders of Criteo S.A. $ 5,970 $ 13,726 $ 18,411 $ 33,535 Weighted average number of shares outstanding 65,027,985 66,347,599 64,611,237 66,254,476 Basic earnings per share $ 0.09 $ 0.21 $ 0.28 $ 0.51 |
Schedule of diluted earnings per share | Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands, except share amount and per data) Net income attributable to shareholders of Criteo S.A. $ 5,970 $ 13,726 $ 18,411 $ 33,535 Weighted average number of shares outstanding of Criteo S.A. 65,027,985 66,347,599 64,611,237 66,254,476 Dilutive effect of : Restricted share awards ("RSUs") 1,598,093 721,154 1,438,010 793,096 Share options and BSPCE 1,427,448 382,066 1,574,728 394,936 Share warrants 77,748 37,492 85,814 37,005 Weighted average number of shares outstanding used to determine diluted earnings per share 68,131,274 67,488,311 67,709,789 67,479,513 Diluted earnings per share $ 0.09 $ 0.20 $ 0.27 $ 0.50 |
Schedule of weighted average number of anti-dilutive securities | The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 Restricted share awards 11,834 2,651,262 120,782 2,276,195 Share options and BSPCE 129,005 — 285,958 — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 140,839 2,651,262 406,740 2,276,195 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Changes in provisions for contingencies | Changes in provisions during the presented periods are summarized below: Provision for employee-related litigation Other provisions Total (in thousands) Balance at January 1, 2018 $ 545 $ 1,253 $ 1,798 Increase 149 960 1,109 Provision used (352 ) (221 ) (573 ) Provision released not used — (456 ) (456 ) Currency translation adjustments (21 ) (46 ) (67 ) Balance at June 30, 2018 $ 321 $ 1,490 $ 1,811 - of which current 321 1,490 1,811 |
Breakdown of Revenue and Non-39
Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of consolidated revenue for each geographical area | The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total For the three months ended: (in thousands) June 30, 2017 $ 229,392 $ 191,682 $ 120,948 $ 542,022 June 30, 2018 $ 212,781 $ 201,080 $ 123,324 $ 537,185 |
Schedule of revenue generated in other significant countries | Revenue generated in other significant countries where we operate is presented in the following table: Three Months Ended Six Months Ended June 30, 2017 June 30, 2018 June 30, 2017 June 30, 2018 (in thousands) Americas United States $ 200,801 $ 187,368 $ 380,464 $ 373,420 EMEA Germany $ 41,882 $ 48,632 $ 84,496 $ 103,147 United Kingdom $ 26,422 $ 22,544 $ 54,619 $ 48,778 Asia-Pacific Japan $ 87,400 $ 84,060 $ 172,710 $ 176,324 |
Schedule of non-current assets by geographical area and country | For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities. Of which Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Singapore Total (in thousands) December 31, 2017 $ 100,819 $ 113,272 $ 112,685 $ 18,850 $ 25,020 $ 10,141 $ 10,085 $ 257,961 June 30, 2018 $ 92,926 $ 105,119 $ 104,736 $ 16,785 $ 19,105 $ 7,900 $ 6,680 $ 233,935 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 537,185 | $ 542,022 | $ 1,101,349 | $ 1,058,688 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 212,781 | 229,392 | 425,476 | 437,405 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 201,080 | 191,682 | 423,691 | 380,774 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 123,324 | $ 120,948 | $ 252,182 | $ 240,509 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liability | $ 400,000 | ||||
Restructuring charges | $ (3,300,000) | $ 0 | $ (3,299,000) | ||
Payments for restructuring | 400,000 | ||||
Restructuring of China Operations | Other CoS | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | (2,500,000) | ||||
Restructuring of China Operations | S&O | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | (700,000) | ||||
Restructuring of China Operations | G&A | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ (100,000) | ||||
Criteo Predictive Search Discontinuation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liability | $ 962,000 | 962,000 | 2,351,000 | ||
Restructuring charges | $ (199,000) | (3,299,000) | 53,000 | $ (4,100,000) | |
Payments for restructuring | 1,808,000 | ||||
Criteo Predictive Search Discontinuation | Other CoS | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | (2,500,000) | ||||
Criteo Predictive Search Discontinuation | R&D | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 300,000 | ||||
Criteo Predictive Search Discontinuation | S&O | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | (700,000) | (200,000) | |||
Criteo Predictive Search Discontinuation | G&A | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ (100,000) | ||||
Criteo Predictive Search Discontinuation | Share-based Compensation Expense | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 500,000 |
Restructuring - Components of R
Restructuring - Components of Restructuring Charges (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 802,000 | ||||
Facility exit costs | 2,265,000 | ||||
Other | 232,000 | ||||
Total restructuring costs / (gain) | $ 3,300,000 | $ 0 | $ 3,299,000 | ||
Criteo Predictive Search Discontinuation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 321,000 | 802,000 | 127,000 | ||
Facility exit costs | (122,000) | 2,265,000 | 297,000 | ||
Other | 232,000 | (477,000) | |||
Total restructuring costs / (gain) | $ 199,000 | $ 3,299,000 | $ (53,000) | $ 4,100,000 |
Restructuring - Restructuring L
Restructuring - Restructuring Liability (Details) - Criteo Predictive Search Discontinuation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring liability - January 1, 2018 | $ 2,351 | |||
Restructuring costs / (gain) | $ 199 | $ 3,299 | (53) | $ 4,100 |
Amounts paid | (1,808) | |||
Other | 472 | |||
Restructuring liability - June 30, 2018 | $ 962 | $ 962 | $ 2,351 |
Financial Instruments - Credit
Financial Instruments - Credit Risks (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||
Allowance for doubtful accounts receivable, period increase (decrease) | $ 2,500 | $ 9,200 |
Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 941,607 | 1,002,410 |
Carrying Value | Cash and cash equivalents | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 480,285 | 414,111 |
Carrying Value | Trade receivables, net of allowance | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 372,906 | 484,101 |
Carrying Value | Other taxes | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 42,076 | 58,346 |
Carrying Value | Other current assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 26,114 | 26,327 |
Carrying Value | Non-current financial assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | $ 20,226 | $ 19,525 |
Financial Instruments - Trade R
Financial Instruments - Trade Receivables (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | $ 396,286 | $ 504,919 |
Allowance | (23,380) | (20,818) |
Not yet due | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 306,148 | 304,233 |
Allowance | (31) | (168) |
0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 10,629 | 121,957 |
Allowance | 0 | 0 |
31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 18,169 | 29,325 |
Allowance | (29) | (21) |
61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 13,984 | 7,498 |
Allowance | (77) | (35) |
Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 47,356 | 41,906 |
Allowance | $ (23,243) | $ (20,594) |
Accounts Receivable | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Accounts Receivable | Not yet due | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 77.30% | 60.30% |
Accounts Receivable | 0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 2.70% | 24.20% |
Accounts Receivable | 31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 4.60% | 5.80% |
Accounts Receivable | 61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 3.50% | 1.50% |
Accounts Receivable | Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 11.90% | 8.30% |
Allowance for Doubtful Accounts | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Allowance for Doubtful Accounts | Not yet due | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.10% | 0.80% |
Allowance for Doubtful Accounts | 0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.00% | 0.00% |
Allowance for Doubtful Accounts | 31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.10% | 0.10% |
Allowance for Doubtful Accounts | 61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.30% | 0.20% |
Allowance for Doubtful Accounts | Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 99.50% | 98.90% |
Financial Instruments - Financi
Financial Instruments - Financial Liabilities (Details) - Fair value - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trade payables | $ 321,295 | $ 417,032 |
Other taxes | 46,947 | 58,783 |
Employee-related payables | 65,832 | 66,219 |
Other current liabilities | 30,803 | 65,677 |
Financial liabilities | 2,813 | 3,657 |
Total | $ 467,690 | $ 611,368 |
Financial Instruments - Derivat
Financial Instruments - Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivative Liabilities: | ||
Included in financial liabilities - current portion | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 | Fair value | ||
Derivative Assets: | ||
Included in other current assets | 877 | 5,159 |
Derivative Liabilities: | ||
Included in financial liabilities - current portion | $ 0 | $ 0 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents (Details) - Fair Value, Inputs, Level 2 - Fair value - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 480,285 | $ 414,111 |
Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 308,070 | 267,236 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Interest-bearing bank deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 172,215 | $ 146,875 |
Trade Receivables - Breakdown i
Trade Receivables - Breakdown in Trade Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||||
Trade accounts receivables | $ 396,286 | $ 504,919 | ||
(Less) allowance for doubtful accounts | (23,380) | (20,818) | $ (13,229) | $ (11,598) |
Allowance for Doubtful Accounts Receivable | 23,380 | 20,818 | ||
Net book value at end of period | $ 372,906 | $ 484,101 |
Trade Receivables - Allowance f
Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at January 1 | $ (20,818) | $ (11,598) |
Allowance for doubtful accounts | (6,315) | (3,686) |
Reversal of provision | 3,303 | 2,142 |
Currency translation adjustment | 450 | (87) |
Balance at June 30 | $ (23,380) | $ (13,229) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to suppliers | $ 4,367 | $ 3,244 |
Employee-related receivables | 154 | 0 |
Other debtors | 4,151 | 5,694 |
Prepaid expenses | 16,565 | 12,230 |
Derivative instruments | 877 | 5,159 |
Gross book value at end of period | 26,114 | 26,327 |
(Less) Allowance for doubtful accounts | 0 | 0 |
Net book value at end of period | $ 26,114 | $ 26,327 |
Intangible Assets and Goodwil52
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Estimated Amortization Expense Maturity | |
From July 1 to December 31, 2018 | $ 13,525 |
2,019 | 17,899 |
2,020 | 12,068 |
2,021 | 9,953 |
2,022 | 8,866 |
Thereafter | 24,720 |
Total | 87,031 |
Software | |
Estimated Amortization Expense Maturity | |
From July 1 to December 31, 2018 | 5,964 |
2,019 | 4,864 |
2,020 | 3,368 |
2,021 | 1,253 |
2,022 | 166 |
Thereafter | 0 |
Total | 15,615 |
Technology and customer relationships | |
Estimated Amortization Expense Maturity | |
From July 1 to December 31, 2018 | 7,561 |
2,019 | 13,035 |
2,020 | 8,700 |
2,021 | 8,700 |
2,022 | 8,700 |
Thereafter | 24,720 |
Total | $ 71,416 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Clients' prepayments | $ 22,268 | $ 33,495 |
Accounts payable relating to capital expenditures | 6,738 | 30,736 |
Other creditors | 1,490 | 740 |
Deferred revenue | 307 | 706 |
Total | $ 30,803 | $ 65,677 |
Financial Liabilities - Changes
Financial Liabilities - Changes in Current and Non-Current Financial Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Financial Liabilities Activity [Roll Forward] | |
Borrowings, Current portion, Beginning balance | $ 982 |
Other financial liabilities, Current portion, Beginning balance | 517 |
Derivative instruments, Current portion, Beginning balance | 0 |
Financial liabilities, Current portion, Beginning balance | 1,499 |
Borrowings, Non current portion, Beginning balance | 1,798 |
Other financial liabilities, Non current portion, Beginning balance | 360 |
Financial liabilities, Non current portion, Beginning balance | 2,158 |
Borrowings, Beginning balance | 2,780 |
Other financial liabilities, Beginning balance | 877 |
Derivative instruments, Beginning balance | 0 |
Financial liabilities, Beginning balance | 3,657 |
New borrowings | 0 |
Repayments of financial liabilities | (780) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | (64) |
Borrowings, Current portion, Ending balance | 849 |
Other financial liabilities, Current portion, Ending balance | 206 |
Derivative instruments, Current portion, Ending balance | 0 |
Financial liabilities, Current portion, Ending balance | 1,055 |
Borrowings, Non current portion, Ending balance | 1,398 |
Other financial liabilities, Non current portion, Ending balance | 360 |
Financial liabilities, Non current portion, Ending balance | 1,758 |
Borrowings, Ending balance | 2,247 |
Other financial liabilities, Ending balance | 566 |
Derivative instruments, Ending balance | 0 |
Financial liabilities, Ending balance | 2,813 |
Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of borrowings | (473) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | (60) |
Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of other financial liabilities | (307) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | (4) |
Derivative instruments | |
Financial Liabilities Activity [Roll Forward] | |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | 0 |
Financial liabilities, Current portion | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of financial liabilities | (780) |
Change in scope | 0 |
Other | 363 |
Currency translation adjustment | (27) |
Financial liabilities, Current portion | Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of borrowings | (473) |
Change in scope | 0 |
Other | 363 |
Currency translation adjustment | (23) |
Financial liabilities, Current portion | Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of other financial liabilities | (307) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | (4) |
Financial liabilities, Current portion | Derivative instruments | |
Financial Liabilities Activity [Roll Forward] | |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | 0 |
Financial liablities, Non current portion | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of financial liabilities | 0 |
Change in scope | 0 |
Other | (363) |
Currency translation adjustment | (37) |
Financial liablities, Non current portion | Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of borrowings | 0 |
Change in scope | 0 |
Other | (363) |
Currency translation adjustment | (37) |
Financial liablities, Non current portion | Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of other financial liabilities | 0 |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | $ 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - shares | Jun. 26, 2018 | Apr. 25, 2018 | Mar. 16, 2018 | Mar. 01, 2018 | Jun. 30, 2018 |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted (in shares) | 142,390 | 101,377 | 1,295,513 | 122,448 | 1,661,728 |
OSAs | Senior management | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 152,833 | 794,733 | |||
Vesting period | 2 years |
Share-Based Compensation - Chan
Share-Based Compensation - Change in Number of BSPCE/OSA/RSU/BSA (Details) - shares | Jun. 26, 2018 | Apr. 25, 2018 | Mar. 16, 2018 | Mar. 01, 2018 | Jun. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Vested, options (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments [Roll Forward] | |||||
Beginning balance (in shares) | 7,591,492 | ||||
Granted (in shares) | 2,609,294 | ||||
Exercised (in shares) | (96,739) | ||||
Vested (in shares) | (679,159) | ||||
Forfeited (in shares) | (947,419) | ||||
Expired (in shares) | 0 | ||||
Ending balance (in shares) | 8,477,469 | ||||
OSA/BSPCE | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Beginning balance, options (in shares) | 3,192,708 | ||||
Granted, options (in shares) | 947,566 | ||||
Exercised, options (in shares) | (96,739) | ||||
Vested, options (in shares) | 0 | ||||
Forfeited, options (in shares) | (548,792) | ||||
Expired, options (in shares) | 0 | ||||
Ending balance, options (in shares) | 3,494,743 | ||||
RSU | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 4,212,508 | ||||
Granted (in shares) | 142,390 | 101,377 | 1,295,513 | 122,448 | 1,661,728 |
Exercised (in shares) | 0 | ||||
Vested (in shares) | (679,159) | ||||
Forfeited (in shares) | (395,587) | ||||
Expired (in shares) | 0 | ||||
Ending balance (in shares) | 4,799,490 | ||||
BSAs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Beginning balance, options (in shares) | 186,276 | ||||
Granted, options (in shares) | 0 | ||||
Exercised, options (in shares) | 0 | ||||
Forfeited, options (in shares) | (3,040) | ||||
Expired, options (in shares) | 0 | ||||
Ending balance, options (in shares) | 183,236 |
Share-Based Compensation - Brea
Share-Based Compensation - Breakdown of the Closing Balance (Details) - € / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
OSA/BSPCE | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 3,494,743 | 3,192,708 |
Weighted-average exercise price, options (in Euro per share) | € 27.20 | |
Number vested, options (in shares) | 2,156,137 | |
Weighted-average exercise price, options (in Euro per share) | € 24.79 | |
Weighted-average remaining contractual life of options outstanding | 7 years 1 month 9 days | |
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding (in shares) | 4,799,490 | 4,212,508 |
BSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 183,236 | 186,276 |
Weighted-average exercise price, options (in Euro per share) | € 23.93 | |
Number vested, options (in shares) | 88,833 | |
Weighted-average exercise price, options (in Euro per share) | € 16.70 | |
Weighted-average remaining contractual life of options outstanding | 7 years 1 month 6 days |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ (19,818) | $ (14,704) | $ (38,214) | $ (29,287) |
Total equity awards compensation expense | (20,241) | (14,918) | (39,070) | (29,858) |
R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (6,772) | (4,459) | (11,454) | (8,375) |
Total equity awards compensation expense | (6,772) | (4,459) | (11,454) | (8,375) |
S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (8,661) | (6,406) | (15,892) | (13,116) |
Total equity awards compensation expense | (8,661) | (6,406) | (15,892) | (13,116) |
G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (4,385) | (3,839) | (10,868) | (7,796) |
Total equity awards compensation expense | (4,808) | (4,053) | (11,724) | (8,367) |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (18,606) | (13,582) | (35,242) | (26,042) |
RSUs | R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (6,446) | (4,040) | (11,063) | (7,512) |
RSUs | S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (8,059) | (6,875) | (14,930) | (13,135) |
RSUs | G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (4,101) | (2,667) | (9,249) | (5,395) |
Share options / BSPCE | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (1,212) | (1,122) | (2,972) | (3,245) |
Share options / BSPCE | R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (326) | (419) | (391) | (863) |
Share options / BSPCE | S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (602) | 469 | (962) | 19 |
Share options / BSPCE | G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (284) | (1,172) | (1,619) | (2,401) |
BSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Issuance of Stock and Warrants for Services or Claims | (423) | (214) | (856) | (571) |
BSAs | R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Issuance of Stock and Warrants for Services or Claims | 0 | 0 | 0 | 0 |
BSAs | S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Issuance of Stock and Warrants for Services or Claims | 0 | 0 | 0 | 0 |
BSAs | G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Issuance of Stock and Warrants for Services or Claims | $ (423) | $ (214) | $ (856) | $ (571) |
Financial income (expense), n59
Financial income (expense), net - Financial income (expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | ||||
Financial income from cash equivalents | $ 279 | $ 202 | $ 504 | $ 449 |
Interest and fees | (488) | (656) | (1,044) | (1,412) |
Interest on debt | (546) | (650) | (1,033) | (1,218) |
Fees | 58 | 6 | 11 | 194 |
Foreign exchange gain (loss) | (777) | (1,625) | (1,747) | (3,433) |
Other financial expense | (20) | (15) | (44) | (31) |
Total financial income (expense) | $ (1,006) | $ (2,094) | $ (2,331) | $ (4,427) |
Financial income (expense), n60
Financial income (expense), net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | ||||
Financial income (expense), net | $ 1,006 | $ 2,094 | $ 2,331 | $ 4,427 |
Income Taxes - Breakdown of Inc
Income Taxes - Breakdown of Income Taxes (Details) - USD ($) $ in Thousands | Sep. 27, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Income Tax Examination [Line Items] | |||||
Current income tax | $ (28,559) | $ (20,271) | |||
Net change in deferred taxes | $ 4,389 | $ 5,536 | 7,535 | 12,405 | |
Provision for income taxes | $ (8,638) | $ (3,665) | $ (21,024) | $ (7,866) | |
Estimated tax rate | 37.00% | 30.00% | |||
Effective tax rate | 37.00% | 26.00% | |||
Internal Revenue Service (IRS) | |||||
Income Tax Examination [Line Items] | |||||
Estimate of possible loss | $ 15,000 |
Earnings Per Share - Basic Earn
Earnings Per Share - Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to shareholders of Criteo S.A. | $ 13,726 | $ 5,970 | $ 33,535 | $ 18,411 |
Weighted average number of shares outstanding (in shares) | 66,347,599 | 65,027,985 | 66,254,476 | 64,611,237 |
Basic earnings per share (in USD per share) | $ 0.21 | $ 0.09 | $ 0.51 | $ 0.28 |
Earnings Per Share - Diluted Ea
Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to shareholders of Criteo S.A. | $ 13,726 | $ 5,970 | $ 33,535 | $ 18,411 |
Weighted average number of shares outstanding (in shares) | 66,347,599 | 65,027,985 | 66,254,476 | 64,611,237 |
Dilutive effect of : | ||||
Restricted share awards (RSU's) (in shares) | 721,154 | 1,598,093 | 793,096 | 1,438,010 |
Share options and (BSPCEs) (in shares) | 382,066 | 1,427,448 | 394,936 | 1,574,728 |
Share warrants (in shares) | 37,492 | 77,748 | 37,005 | 85,814 |
Weighted average number of shares outstanding used to determine diluted earnings per share (in shares) | 67,488,311 | 68,131,274 | 67,479,513 | 67,709,789 |
Diluted earnings per share (in USD per share) | $ 0.20 | $ 0.09 | $ 0.50 | $ 0.27 |
Earnings Per Share - Weighted A
Earnings Per Share - Weighted Average Number of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 2,651,262 | 140,839 | 2,276,195 | 406,740 |
Restricted share awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 2,651,262 | 11,834 | 2,276,195 | 120,782 |
Share options / BSPCE | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 0 | 129,005 | 0 | 285,958 |
Commitments and contingencies -
Commitments and contingencies - Commitments (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018EUR (€) | |
Revolving credit facility | RCF | Bank syndicate RCF | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 408,000,000 | $ 408,000,000 | € 350,000,000 | ||
Long-term line of credit | 0 | 0 | |||
Property Leases | |||||
Debt Instrument [Line Items] | |||||
Operating lease expenses | 9,500,000 | $ 8,600,000 | 19,200,000 | $ 17,400,000 | |
Hosting Services | |||||
Debt Instrument [Line Items] | |||||
Operating lease expenses | $ 12,400,000 | $ 17,100,000 | $ 24,700,000 | $ 31,000,000 |
Commitments and contingencies66
Commitments and contingencies - Contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | $ 1,798 |
Increase | 1,109 |
Provision used | (573) |
Provision released not used | (456) |
Currency translation adjustments | (67) |
Contingencies accrual, ending balance | 1,811 |
Contingencies accrual, of which current | 1,811 |
Provision for employee-related litigation | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 545 |
Increase | 149 |
Provision used | (352) |
Provision released not used | 0 |
Currency translation adjustments | (21) |
Contingencies accrual, ending balance | 321 |
Contingencies accrual, of which current | 321 |
Other provisions | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 1,253 |
Increase | 960 |
Provision used | (221) |
Provision released not used | (456) |
Currency translation adjustments | (46) |
Contingencies accrual, ending balance | 1,490 |
Contingencies accrual, of which current | $ 1,490 |
Breakdown of Revenue and Non-67
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)market | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)market | Jun. 30, 2017USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of geographical markets | market | 3 | 3 | ||
Revenue from contract with customer | $ 537,185 | $ 542,022 | $ 1,101,349 | $ 1,058,688 |
Sales Revenue, Net | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 2.40% | 2.10% | ||
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 37,000 | $ 36,100 | $ 78,400 | $ 73,600 |
Breakdown of Revenue and Non-68
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 537,185 | $ 542,022 | $ 1,101,349 | $ 1,058,688 |
Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 212,781 | 229,392 | 425,476 | 437,405 |
EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 201,080 | 191,682 | 423,691 | 380,774 |
Asia-Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 123,324 | $ 120,948 | $ 252,182 | $ 240,509 |
Breakdown of Revenue and Non-69
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Significant Other Countries (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 537,185 | $ 542,022 | $ 1,101,349 | $ 1,058,688 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 187,368 | 200,801 | 373,420 | 380,464 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 48,632 | 41,882 | 103,147 | 84,496 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 22,544 | 26,422 | 48,778 | 54,619 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 84,060 | $ 87,400 | $ 176,324 | $ 172,710 |
Breakdown of Revenue and Non-70
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Other Information (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 233,935 | $ 257,961 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 105,119 | 113,272 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 104,736 | 112,685 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 16,785 | 18,850 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 19,105 | 25,020 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 7,900 | 10,141 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 6,680 | 10,085 |
Holding | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 92,926 | $ 100,819 |