Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Entity Common Stock, Shares Outstanding | 65,993,182 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 357,983 | $ 270,317 |
Trade receivables, net of allowances | 373,922 | 397,244 |
Income taxes | 5,295 | 2,741 |
Other taxes | 46,095 | 52,942 |
Other current assets | 26,945 | 19,340 |
Total current assets | 810,240 | 742,584 |
Property, plant and equipment, net | 134,885 | 108,581 |
Intangible assets, net | 99,714 | 102,944 |
Goodwill | 236,363 | 209,418 |
Non-current financial assets | 19,350 | 17,029 |
Deferred tax assets | 57,642 | 30,630 |
Total non-current assets | 547,954 | 468,602 |
Total assets | 1,358,194 | 1,211,186 |
Current liabilities: | ||
Trade payables | 350,690 | 365,788 |
Contingencies | 1,553 | 654 |
Income taxes | 16,341 | 14,454 |
Financial liabilities - current portion | 7,943 | 7,969 |
Other taxes | 42,713 | 44,831 |
Employee - related payables | 59,661 | 55,874 |
Other current liabilities | 26,802 | 30,221 |
Total current liabilities | 505,703 | 519,791 |
Deferred tax liabilities | 28,719 | 686 |
Retirement benefit obligation | 3,690 | 3,221 |
Financial liabilities - non current portion | 2,525 | 77,611 |
Other non-current liabilities | 4,290 | 0 |
Total non-current liabilities | 39,224 | 81,518 |
Total liabilities | 544,927 | 601,309 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, €0.025 par value, 63,978,204 and 65,551,174 shares authorized, issued and outstanding at December 31, 2016 and September 30, 2017, respectively. | 2,137 | 2,093 |
Additional paid-in capital | 568,171 | 488,277 |
Accumulated other comprehensive (loss) | (21,386) | (88,593) |
Retained earnings | 247,821 | 198,355 |
Equity-attributable to shareholders of Criteo S.A. | 796,743 | 600,132 |
Non-controlling interests | 16,524 | 9,745 |
Total equity | 813,267 | 609,877 |
Total equity and liabilities | $ 1,358,194 | $ 1,211,186 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (PARENTHETICAL) - € / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in Euro per share) | € 0.025 | € 0.025 |
Common shares authorized (in shares) | 65,551,174 | 63,978,204 |
Common shares issued (in shares) | 65,551,174 | 63,978,204 |
Common shares outstanding (in shares) | 65,551,174 | 63,978,204 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 563,973 | $ 423,867 | $ 1,622,661 | $ 1,232,321 |
Cost of revenue: | ||||
Traffic acquisition costs | (329,576) | (247,310) | (958,469) | (727,034) |
Other cost of revenue | (29,951) | (22,332) | (89,914) | (60,950) |
Gross profit | 204,446 | 154,225 | 574,278 | 444,337 |
Operating expenses: | ||||
Research and development expenses | (43,860) | (30,701) | (126,992) | (88,097) |
Sales and operations expenses | (95,184) | (68,164) | (283,815) | (201,862) |
General and administrative expenses | (32,389) | (32,492) | (96,143) | (85,839) |
Total operating expenses | (171,433) | (131,357) | (506,950) | (375,798) |
Income from operations | 33,013 | 22,868 | 67,328 | 68,539 |
Financial (expense) | (2,886) | (570) | (7,313) | (1,982) |
Income before taxes | 30,127 | 22,298 | 60,015 | 66,557 |
Provision for income taxes | (7,858) | (7,574) | (15,724) | (19,968) |
Net income | 22,269 | 14,724 | 44,291 | 46,589 |
Net income available to shareholders of Criteo S.A. | 19,774 | 13,539 | 38,185 | 42,869 |
Net income available to non-controlling interests | $ 2,495 | $ 1,185 | $ 6,106 | $ 3,720 |
Net income allocated to shareholders of Criteo S.A. per share: | ||||
Basic (in USD per share) | $ 0.30 | $ 0.21 | $ 0.59 | $ 0.68 |
Diluted (in USD per share) | $ 0.29 | $ 0.21 | $ 0.56 | $ 0.66 |
Weighted average shares outstanding used in computing per share amounts: | ||||
Basic (in shares) | 65,412,326 | 63,628,351 | 64,881,751 | 63,163,922 |
Diluted (in shares) | 68,200,343 | 65,816,422 | 67,876,791 | 65,429,757 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 22,269 | $ 14,724 | $ 44,291 | $ 46,589 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] | ||||
Foreign currency translation differences, net of taxes | 20,972 | 2,649 | 66,826 | 12,677 |
Foreign currency translation differences | 20,972 | 2,649 | 66,826 | 12,677 |
Income tax effect | 0 | 0 | 0 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax [Abstract] | ||||
Actuarial (losses) gains on employee benefits, net of taxes | 155 | (73) | 745 | (282) |
Actuarial losses on employee benefits | 184 | (90) | 882 | (341) |
Income tax effect | (29) | 17 | (137) | 59 |
Comprehensive income (loss) | 43,396 | 17,300 | 111,862 | 58,984 |
Comprehensive income (loss), Attributable to shareholders of Criteo S.A | 41,002 | 15,991 | 105,391 | 54,113 |
Comprehensive income, Attributable to non-controlling interests | $ 2,394 | $ 1,309 | $ 6,471 | $ 4,871 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Cash from operating activities | ||||||
Net income | $ 22,269 | $ 14,724 | $ 44,291 | $ 46,589 | ||
Non-cash and non-operating items [Abstract] | ||||||
Non-cash and non-operating items | 61,995 | 36,609 | 146,443 | 96,235 | ||
- Amortization and provisions | 25,990 | 16,030 | 72,681 | 45,555 | ||
- Equity awards compensation expense | [1] | 22,028 | 13,965 | 51,887 | 30,030 | |
- Interest accrued and non-cash financial income and expenses | (25) | (960) | 7 | 638 | ||
- Change in deferred taxes | (8,164) | (3,121) | (20,569) | (7,545) | ||
- Income tax for the period | 16,022 | 10,695 | 36,293 | 27,557 | ||
- Other | 6,144 | 0 | 6,144 | 0 | ||
Change in working capital requirement | ||||||
Changes in working capital related to operating activities | (12,372) | 4,576 | 13,418 | (22,860) | ||
- (Increase)/decrease in trade receivables | (991) | (2,160) | 35,220 | (4,528) | ||
- Increase/(decrease) in trade payables | (5,031) | 11,218 | (31,284) | (3,931) | ||
- (Increase)/decrease in other current assets | 4,001 | (2,856) | 6,581 | (18,633) | ||
- Increase/(decrease) in other current liabilities | (10,351) | (1,626) | 2,901 | 4,232 | ||
Income taxes paid | (10,165) | (12,278) | (37,696) | (38,152) | ||
CASH FROM OPERATING ACTIVITIES | 61,727 | 43,631 | 166,456 | 81,812 | ||
Cash used in investing activities | ||||||
Acquisition of intangible assets, property, plant and equipment | (20,999) | (15,792) | (74,275) | (54,970) | ||
Change in accounts payable related to intangible assets, property, plant and equipment | (6,774) | (4,115) | (8,760) | 570 | ||
Payments for acquired business, net of cash acquired | 73 | 0 | 1,125 | (5,074) | ||
Change in other non-current financial assets | (157) | (377) | 1,117 | 197 | ||
CASH USED FOR INVESTING ACTIVITIES | (27,857) | (20,284) | (80,793) | (59,277) | ||
Cash used in investing activities | ||||||
Issuance of long-term borrowings | 2,220 | 739 | 3,674 | 3,798 | ||
Repayment of borrowings | (4,672) | 32 | (83,893) | (5,416) | ||
Proceeds from capital increase | 5,164 | 1,600 | 29,619 | 17,182 | ||
Change in other financial liabilities | 15,082 | [2] | (25) | 15,346 | (196) | |
CASH FROM (USED FOR) FINANCING ACTIVITIES | 17,794 | 2,346 | (35,254) | 15,368 | ||
CHANGE IN NET CASH AND CASH EQUIVALENTS | 51,664 | 25,693 | 50,409 | 37,903 | ||
Net cash and cash equivalents at beginning of period | 308,185 | 377,407 | 270,317 | 353,537 | ||
Effect of exchange rates changes on cash and cash equivalents | (1,866) | [2] | 4,058 | 37,257 | 15,718 | |
Net cash and cash equivalents at end of period | 357,983 | 407,158 | 357,983 | 407,158 | ||
Share-based compensation expense | 21,383 | $ 13,131 | $ 50,671 | $ 28,645 | ||
Reclassification impact of settlements of derivatives | 9,000 | |||||
Cash impact of settlements of derivatives | $ 6,000 | |||||
[1] | Of which $13.1 million and $21.4 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended September 30, 2016 and 2017, respectively, and $28.6 million and $50.7 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the nine month period ended September 30, 2016 and 2017, respectively. | |||||
[2] | During the three months ended September 30, 2017, the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the unaudited consolidated statements of cash flows. This resulted in a $9.0 million reclassification from the line "Effect of exchange rates changes on cash and cash equivalents" to "Change in other financial liabilities" and a $6.0 million movement on the line "Change in other financial liabilities" for the quarter ended September 30, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Criteo S.A. is a global technology company specialized in digital performance marketing. We strive to deliver post-click sales to our advertiser clients at scale and according to the client's targeted return on investment. 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". The Company uses its proprietary predictive software algorithms coupled with its deep insights into expressed consumer intent and purchasing habits to price and deliver highly relevant and personalized performance advertisements to consumers in real time. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements included herein 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, 2016 , filed with the SEC on March 1, 2017. 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 and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; (4) the measurement of share-based compensation and (5) the tax provision determination and particularly the estimate of our annual effective tax rate based on applicable tax rates. 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, 2016 that have had a material impact on our unaudited condensed consolidated financial statements and related notes. Accounting Pronouncements adopted in 2017 From January 1, 2017, we adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB), which among other items, simplifies certain aspects of the accounting for share-based payment transactions to employees. The new standard particularly requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. The effective date is January 1, 2017. Upon adoption, a cumulative effect of $10.0 million of this change has been recognized through retained earnings. The adoption of the standard also resulted in a current year tax expense of $1.4 million which previously would have been recognized in the current period in additional paid-in capital. Accounting Pronouncements not yet adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) ("ASU 2017-01") the purpose of which is to change the definition of a business to assist entities in evaluating when a set of transferred assets and activities is a business. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of ASU 2017-01 is not expected to have a material impact on our financial position or results of operations. 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. 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. The amendments in ASU 2017-07 improve the consistency, transparency, and usefulness of financial information to users that have communicated that the service cost component generally is analyzed differently from the other components of net benefit cost. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-07 is not expected to have a material impact on our financial position or results of operations. 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. The amendments are effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted and should be applied prospectively to an award modified on or after the adoption date. To date, Criteo has not yet had any modifications of its share-based awards. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-09 is not expected to have a material impact on our financial position or results of operations. In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in it’s financial statements as well as to simply the application of hedge accounting guidance in current GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements. |
Significant Events and Transact
Significant Events and Transactions of the Period | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Significant Events and Transactions of the Period | Significant Events and Transactions of the Period 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. As such, we have recorded $3.3 million in restructuring charges for the nine months ended September 30, 2017, as follows: Nine Months Ended September 30, 2017 (in thousands) Severance costs $ 802 Facility Exit Costs 2,265 Other 232 Total restructuring costs $ 3,299 For the three months ended September 30, 2017, no additional restructuring costs have been recorded in the period. For the nine months ended September 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. The following table summarizes restructuring activities as of September 30, 2017 included in other current liabilities on the balance sheet: Nine Months Ended September 30, 2017 (in thousands) Restructuring liability - January 1, 2017 $ — Restructuring charges 3,299 Amounts paid $ (1,200 ) Other (231 ) Restructuring liability - September 30, 2017 $ 1,868 Repayment of the amount drawn on the Group Revolving Credit Facility agreement As of December 31, 2016, $75.0 million was drawn on the Multicurrency Revolving Facility Agreement relating to the acquisition of HookLogic. This amount was re-paid in full during the second quarter of 2017 resulting in a nil balance as of September 30, 2017. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 September 30, 2017 Cash and cash equivalents $ 270,317 $ 357,983 Trade receivables, net of allowance 397,244 373,922 Other taxes 52,942 46,095 Other current assets 19,340 26,945 Non-current financial assets 17,029 19,350 Total $ 756,872 $ 824,295 As of December 31, 2016 and September 30, 2017 , 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 twelve-month period ended December 31, 2016 and the nine-month period ended September 30, 2017, our allowance for doubtful accounts increased by $5.4 million and $5.1 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. 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. 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, 2016 September 30, 2017 Gross value % Allowance % Gross value % Allowance % (in thousands) (in thousands) (in thousands) (in thousands) Not yet due $ 265,600 65.0 % $ — — % $ 318,476 81.6 % $ (8 ) — % 0 - 30 days 92,163 22.5 % (49 ) 0.4 % 11,370 2.9 % — — % 31 - 60 days 19,747 4.8 % (182 ) 1.6 % 20,100 5.1 % (534 ) 3.2 % 61 - 90 days 6,055 1.5 % (191 ) 1.6 % 8,136 2.1 % (100 ) 0.6 % > 90 days 25,277 6.2 % (11,176 ) 96.4 % 32,560 8.3 % (16,078 ) 96.2 % Total $ 408,842 100.0 % $ (11,598 ) 100.0 % $ 390,642 100.0 % $ (16,720 ) 100.0 % Financial Liabilities December 31, 2016 Carrying Value Fair value (in thousands) Trade payables $ 365,788 $ 365,788 Other taxes 44,831 44,831 Employee-related payables 55,874 55,874 Other current liabilities 30,221 30,221 Financial liabilities 85,580 85,580 Total $ 582,294 $ 582,294 September 30, 2017 Carrying Value Fair value (in thousands) Trade payables $ 350,690 $ 350,690 Other taxes 42,713 42,713 Employee-related payables 59,661 59,661 Other current liabilities 26,802 26,802 Financial liabilities 10,468 10,468 Total $ 490,334 $ 490,334 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, 2016 Carrying Value Fair value (in thousands) Derivative Assets: Included in other current assets $ — $ — Derivative Liabilities: Included in financial liabilities - current portion $ 1,968 $ 1,968 September 30, 2017 Carrying Value Fair value (in thousands) Derivative Assets: Included in other current assets $ — $ — Derivative Liabilities: Included in financial liabilities - current portion $ 2,106 $ 2,106 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, 2016 Carrying Value Fair value (in thousands) Cash $ 31,688 $ 31,688 Money market funds 88,091 88,091 Interest-bearing bank deposits 150,538 150,538 Total cash and cash equivalents $ 270,317 $ 270,317 September 30, 2017 Carrying Value Fair value (in thousands) Cash $ 243,895 $ 243,895 Money market funds — — Interest-bearing bank deposits 114,088 114,088 Total cash and cash equivalents $ 357,983 $ 357,983 |
Trade Receivables
Trade Receivables | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Trade Receivables | Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: December 31, 2016 September 30, 2017 (in thousands) Trade accounts receivables $ 408,842 $ 390,642 (Less) Allowance for doubtful accounts (11,598 ) (16,720 ) Net book value at end of period $ 397,244 $ 373,922 Changes in allowance for doubtful accounts are summarized below: 2016 2017 (in thousands) Balance at January 1 $ (6,264 ) $ (11,598 ) Allowance for doubtful accounts (7,733 ) (7,849 ) Reversal of provision 2,760 3,378 Currency translation adjustment (10 ) (651 ) Balance at September 30 $ (11,247 ) $ (16,720 ) The change in allowance for doubtful accounts during the first nine months of 2017 related mainly to increased business with categories of clients associated with a higher credit risk. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 September 30, 2017 (in thousands) Prepayments to suppliers $ 2,439 $ 6,056 Other debtors 3,263 4,491 Prepaid expenses 13,638 16,398 Gross book value at end of period 19,340 26,945 Net book value at end of period $ 19,340 $ 26,945 Prepaid expenses mainly consist of office rentals. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets The changes in intangible assets since December 31, 2016 mainly relate to purchase accounting adjustments to technology and customer relationships following the finalization of the Monsieur Drive (acquired on May 31, 2016) purchase price allocation as well as the preliminary purchase price allocation for HookLogic (acquired on November 9, 2016) in which technology and customer relationships were identified as intangible assets. A change in this preliminary valuation may also impact the income tax related accounts. The amounts shown below may change in the near term as management continues to assess the fair value of acquired assets and liabilities within the twelve-month purchase price allocation period. December 31, 2016 September 30, 2017 Useful Lives (Years) Amounts recognized as of Acquisition Date (in millions) Useful Lives (Years) Amounts recognized as of Acquisition Date (in millions) Technology 3-5 years $ 34.1 3-5 years $ 30.3 Customer relationships 5-9 years 65.5 5-9 years 84.5 Total identifiable intangible assets acquired $ 99.6 $ 114.8 In addition, no triggering events have occurred during the period which would indicate impairment in the balance of 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 From October 1 to December 31, 2017 $ 1,883 $ 3,961 $ 5,844 2018 6,546 15,678 22,224 2019 3,960 13,972 17,932 2020 1,577 8,628 10,205 2021 430 8,628 9,058 Thereafter 715 33,736 34,451 Total $ 15,111 $ 84,603 $ 99,714 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill (in thousands) Balance at January 1, 2017 $ 209,418 Additions to goodwill 23,738 Currency translation adjustment 3,207 Balance at September 30, 2017 $ 236,363 Changes in goodwill since December 31, 2016 relate to purchase accounting adjustments to intangible assets regarding HookLogic, further to the preliminary purchase price allocation as well as the finalization of the Monsieur Drive purchase price allocation (note 6). In addition, no triggering events have occurred during the period which would indicate impairment in the balance of goodwill. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities are presented in the following table: December 31, 2016 September 30, (in thousands) Clients' prepayments $ 9,176 $ 17,407 Accounts payable relating to capital expenditures 15,484 7,198 Other creditors 2,440 1,749 Deferred revenue 3,121 448 Total $ 30,221 $ 26,802 |
Financial Liabilities
Financial Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | Financial Liabilities The changes in current and non-current financial liabilities during the period ended September 30, 2017 are illustrated in the following schedules: As of January 1, 2017 New borrowings Repayments Change in scope Other (1) Currency translation adjustment As of September 30, 2017 (in thousands) Borrowings $ 5,524 $ 3,867 $ (84,086 ) $ — $ 79,880 $ 310 $ 5,495 Other financial liabilities 477 3 (241 ) — 69 34 342 Derivative instruments 1,968 — — — (92 ) 230 2,106 Current portion 7,969 3,870 (84,327 ) — 79,857 574 7,943 Borrowings 77,397 — — — (79,880 ) 4,482 1,999 Other financial liabilities 214 360 — — (69 ) 21 526 Non current portion 77,611 360 — — (79,949 ) 4,503 2,525 Borrowings 82,921 3,867 (84,086 ) — — 4,792 7,494 Other financial liabilities 691 363 (241 ) — — 55 868 Derivative instruments 1,968 — — — (92 ) 230 2,106 Total $ 85,580 $ 4,230 $ (84,327 ) $ — $ (92 ) $ 5,077 $ 10,468 (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. The only changes from what was disclosed in Note 14 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 are the amendment to the revolving credit facility entered into in September 2015, which, among other things, increased the facility amount from €250.0 million to €350.0 million and the amendment of the HSBC Chinese RCF which increased the facility amount from RMB 40.0 million to RMB 50.0 million . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
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 nine months ended September 30, 2017, there were three grants of RSUs and one grant of OSAs under the Employee Share Option Plan 9 and one grant of BSAs under the Plan F, as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. • On March 1, 2017, 231,460 RSUs were granted to Criteo employees subject to continued employment and 10,825 BSAs were granted to a board member subject to continued engagement on the board of directors. • On April 27, 2017, 139,386 RSUs were granted to Criteo employees subject to continued employment. • On June 27, 2017, 135,500 RSUs were granted to senior management subject to achievement of internal performance objectives and continued employment. Based on the assumptions known as of June 30, 2016, we determined share-based compensation expense by applying the probability of performance objectives completion. In addition, on June 27, 2017, 896,586 RSUs and 355,010 OSAs were granted to Criteo employees subject to continued employment. On June 28, 2016, the general meeting of the shareholders authorized the board of directors (i) to grant up to 4,600,000 OSAs and/or RSUs, each representing the right to receive one ordinary share and (ii) to grant up to 120,000 BSAs, each representing the right to receive one ordinary share (any BSAs granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as "Plan 10". On July 27, 2017, the board of directors granted 227,680 RSUs to Criteo employees subject to continued employment and 9,790 BSAs to board members subject to continued engagement on the board of directors under the Plan 10. There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017. Change in Number of BSPCE/OSA/RSU/BSA OSA/BSPCE RSU BSA Total Balance at January 1, 2017 4,960,092 3,243,279 188,125 8,391,496 Granted 355,010 1,630,612 20,615 2,006,237 Exercised (1,515,081 ) — (57,889 ) (1,572,970 ) Forfeited (288,854 ) (347,411 ) — (636,265 ) Expired — — — — Balance at September 30, 2017 3,511,167 4,526,480 150,851 8,188,498 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 3,511,167 4,526,480 150,851 Weighted-average exercise price € 27.66 NA € 25.87 Number vested 2,111,897 NA 75,247 Weighted-average exercise price € 22.06 NA € 14.04 Weighted-average remaining contractual life of options outstanding, in years 7.13 NA 7.26 Reconciliation with the Consolidated Statements of Income Three Months Ended September 30, 2016 September 30, 2017 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (3,295 ) $ (4,154 ) $ (2,471 ) $ (9,920 ) $ (5,929 ) $ (9,896 ) $ (3,956 ) $ (19,781 ) Share options / BSPCE (986 ) (720 ) (1,505 ) (3,211 ) (432 ) (1 ) (1,169 ) (1,602 ) Total share-based compensation (4,281 ) (4,874 ) (3,976 ) (13,131 ) (6,361 ) (9,897 ) (5,125 ) (21,383 ) BSAs — — (834 ) (834 ) — — (645 ) (645 ) Total equity awards compensation expense $ (4,281 ) $ (4,874 ) $ (4,810 ) $ (13,965 ) $ (6,361 ) $ (9,897 ) $ (5,770 ) $ (22,028 ) Nine Months Ended September 30, 2016 September 30, 2017 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (6,010 ) $ (7,638 ) $ (4,755 ) $ (18,403 ) $ (13,443 ) $ (23,028 ) $ (9,354 ) $ (45,825 ) Share options / BSPCE (2,852 ) (3,114 ) (4,276 ) (10,242 ) (1,295 ) 19 (3,570 ) (4,846 ) Total share-based compensation (8,862 ) (10,752 ) (9,031 ) (28,645 ) (14,738 ) (23,009 ) (12,924 ) (50,671 ) BSA — — (1,385 ) (1,385 ) — — (1,216 ) (1,216 ) Total equity awards compensation expense $ (8,862 ) $ (10,752 ) $ (10,416 ) $ (30,030 ) $ (14,738 ) $ (23,009 ) $ (14,140 ) $ (51,887 ) |
Financial Income and Expenses
Financial Income and Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Financial Income and Expenses | Financial Income and Expenses The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows: Three Months Ended September 30, September 30, (in thousands) Financial income from cash equivalents $ 295 $ 189 Interest and fees (555 ) (830 ) Interest on debt (372 ) (635 ) Fees (183 ) (195 ) Foreign exchange gain (loss) (301 ) (2,227 ) Other financial expense (9 ) (18 ) Total financial income (expense) $ (570 ) $ (2,886 ) The $2.9 million financial expense for the three months ended September 30, 2017 was driven by the hedging cost 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 in November 2016 and the non-utilization fees incurred as part of our available RCF financing. The $0.6 million financial expense for the three months ended September 30, 2016 was mainly the result of a limited impact of foreign exchange reevaluations and related hedging together with the recognition of the fees related to the revolving credit facility entered into in September 2015. Nine Months Ended September 30, September 30, (in thousands) Financial income from cash equivalents $ 1,165 $ 639 Interest and fees (1,643 ) (2,242 ) Interest on debt (1,155 ) (1,853 ) Fees (488 ) (389 ) Foreign exchange gain (loss) (1,476 ) (5,660 ) Other financial expense (28 ) (50 ) Total financial income (expense) $ (1,982 ) $ (7,313 ) The $7.3 million financial expense for the nine months ended September 30, 2017 was driven by the interest accrued as a result of the $75 million drawn on the revolving credit facility entered into in September 2015 (as amended in March 2017) and the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary, both in the context of the funding of the HookLogic acquisition in November 2016, as well as the non-utilization fees incurred as part of our available RCF financing. The $2.0 million financial expense for the nine months ended September 30, 2016 was mainly a result of the recognition of negative impact of foreign exchange reevaluations and related hedging recorded during the first quarter, together with the fees related to the revolving credit facility entered into in September 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
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 changes, 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: Nine Months Ended September 30, September 30, (in thousands) Current income tax $ (27,513 ) $ (36,293 ) France (12,511 ) (14,164 ) International (15,002 ) (22,129 ) Net change in deferred taxes 7,545 20,569 France 7,087 271 International 458 20,298 Provision for income taxes $ (19,968 ) $ (15,724 ) For the nine months ended September 30, 2016 and 2017, we used an annual estimated tax rate of 30% and 30% , respectively, to calculate the provision for income taxes. The effective tax rate was 30.0% and 26.2% for the nine months ended September 30, 2016 and 2017, respectively. The difference between the annual estimated tax rate and the effective tax rate for nine months ended September 30, 2017 is due to the tax impact of discrete items such as share-based compensation in the United States. Current tax assets and liabilities The total amount of current tax assets consists mainly of prepayments of income taxes by Criteo S.A., Criteo Corp. and Criteo Brazil. The current tax liabilities refers mainly to the net corporate tax payables of Criteo Italy, 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 from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014. The amount of adjustments that may be asserted by the IRS in the final notice of proposed adjustment cannot be quantified at this time; however, based on the draft notice received, the amount to be assessed may be material. We strongly disagree with the IRS's position as asserted in the draft notice of proposed adjustment and intend to contest it. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
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 Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 (in thousands, except share and per share data) Net income attributable to shareholders of Criteo S.A. $ 13,539 $ 19,774 $ 42,869 $ 38,185 Weighted average number of shares outstanding 63,628,351 65,412,326 63,163,922 64,881,751 Basic earnings per share $ 0.21 $ 0.30 $ 0.68 $ 0.59 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 September 30, 2016 and 2017 . 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 non-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 Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 (in thousands, except share and per share data) Net income attributable to shareholders of Criteo S.A. $ 13,539 $ 19,774 $ 42,869 $ 38,185 Weighted average number of shares outstanding of Criteo S.A. 63,628,351 65,412,326 63,163,922 64,881,751 Dilutive effect of : Restricted share awards ("RSUs") 266,970 1,615,344 152,317 1,497,121 Share options and BSPCE 1,841,080 1,116,117 2,030,088 1,421,857 Share warrants 80,021 56,556 83,430 76,062 Weighted average number of shares outstanding used to determine diluted earnings per share 65,816,422 68,200,343 65,429,757 67,876,791 Diluted earnings per share $ 0.21 $ 0.29 $ 0.66 $ 0.56 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 Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 Restricted share awards 32,176 1,168,812 345,732 470,125 Share options and BSPCE 455,474 516,668 426,777 362,861 Share warrants — — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 487,650 1,685,480 772,509 832,986 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2017 | |
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 23 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. 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 $8.3 million and $8.9 million for the three-month period ended September 30, 2016 and 2017, respectively and $23.3 million and $26.3 million for the nine-month period ended September 30, 2016 and 2017, respectively. Hosting costs totaled $10.6 million and $13.1 million for the three-month period ended September 30, 2016 and 2017, respectively and $30.4 million and $44.2 million for the nine-month period ended September 30, 2016 and 2017, respectively. Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts As mentioned in Note 9, we are party to two RCFs including one with HSBC for which we can draw up to RMB 50.0 million ( $7.5 million ) and one with a syndicate of banks which allow us to draw up to €350.0 million ( $413.2 million ), further to the amendment signed in March 2017 increasing the facility amount from €250.0 million to €350.0 million and extending the term of the contract from 2020 to 2022. As of September 30, 2017, RMB 30.0 million ( $4.5 million ), and €0.0 million ( $0.0 million ), respectively, were drawn on the RCFs. Both of these credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the €350.0 million ( $413.2 million ) RCF which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on incurring additional indebtedness. As of September 30, 2017, 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, 2017 $ 485 $ 169 $ 654 Increase 275 964 1,239 Provision used (250 ) — (250 ) Provision released not used (100 ) (58 ) (158 ) Currency translation adjustments 36 32 68 Balance at September 30, 2017 $ 446 $ 1,107 $ 1,553 - of which current 446 1,107 1,553 The amount of the provisions represent management’s best estimate of the future outflow. As of September 30, 2017, provisions are mainly in relation to employee-related litigations and business and operating risks. |
Breakdown of Revenue and Non-Cu
Breakdown of Revenue and Non-Current Assets by Geographical Areas | 9 Months Ended |
Sep. 30, 2017 | |
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) September 30, 2016 $ 160,739 $ 157,921 $ 105,207 $ 423,867 September 30, 2017 $ 228,326 $ 207,168 $ 128,479 $ 563,973 Revenue generated in France, the country of incorporation of the Parent, amounted to $31.8 million and $38.2 million for the three months ended September 30, 2016 and 2017, respectively. Americas EMEA Asia-Pacific Total For the nine months ended: (in thousands) September 30, 2016 $ 464,435 $ 471,226 $ 296,660 $ 1,232,321 September 30, 2017 $ 665,731 $ 587,942 $ 368,988 $ 1,622,661 Revenue generated in France, the country of incorporation of the Parent, amounted to $95.2 million and $111.8 million for the nine months ended September 30, 2016 and 2017, respectively. Revenue generated in other significant countries where we operate is presented in the following table: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) Americas United States $ 134,504 $ 200,801 $ 395,769 $ 578,806 EMEA Germany $ 33,692 $ 41,882 $ 98,278 $ 132,814 United Kingdom $ 24,285 $ 26,422 $ 80,024 $ 82,971 Asia-Pacific Japan $ 76,841 $ 87,400 $ 209,404 $ 266,813 As of September 30, 2016 and 2017, our largest client represented 2.5% and 2.1% , 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 Singapore Japan Total (in thousands) December 31, 2016 $ 55,052 $ 123,308 $ 122,474 $ 7,132 $ 26,033 $ 11,574 $ 8,965 $ 211,525 September 30, 2017 $ 68,176 $ 131,611 $ 131,197 $ 8,319 $ 26,493 $ 11,388 $ 10,499 $ 234,599 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2017 | |
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 24 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. We expect that this will result in approximately $4.5 million in total restructuring costs, of which $2.0 million relates to the write-off of acquisition related intangible assets, across the fourth quarter of 2017 and the first quarter of 2018. The Company evaluated all other subsequent events that occurred after September 30, 2017 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 Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements included herein 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, 2016 , filed with the SEC on March 1, 2017. 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. |
Use of Estimates | 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 and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; (4) the measurement of share-based compensation and (5) the tax provision determination and particularly the estimate of our annual effective tax rate based on applicable tax rates. |
Recently Issued Accounting Standards | Accounting Pronouncements adopted in 2017 From January 1, 2017, we adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB), which among other items, simplifies certain aspects of the accounting for share-based payment transactions to employees. The new standard particularly requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. The effective date is January 1, 2017. Upon adoption, a cumulative effect of $10.0 million of this change has been recognized through retained earnings. The adoption of the standard also resulted in a current year tax expense of $1.4 million which previously would have been recognized in the current period in additional paid-in capital. Accounting Pronouncements not yet adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) ("ASU 2017-01") the purpose of which is to change the definition of a business to assist entities in evaluating when a set of transferred assets and activities is a business. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of ASU 2017-01 is not expected to have a material impact on our financial position or results of operations. 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. 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. The amendments in ASU 2017-07 improve the consistency, transparency, and usefulness of financial information to users that have communicated that the service cost component generally is analyzed differently from the other components of net benefit cost. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-07 is not expected to have a material impact on our financial position or results of operations. 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. The amendments are effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted and should be applied prospectively to an award modified on or after the adoption date. To date, Criteo has not yet had any modifications of its share-based awards. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-09 is not expected to have a material impact on our financial position or results of operations. In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in it’s financial statements as well as to simply the application of hedge accounting guidance in current GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements. |
Significant Events and Transa25
Significant Events and Transactions of the Period (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | As such, we have recorded $3.3 million in restructuring charges for the nine months ended September 30, 2017, as follows: Nine Months Ended September 30, 2017 (in thousands) Severance costs $ 802 Facility Exit Costs 2,265 Other 232 Total restructuring costs $ 3,299 The following table summarizes restructuring activities as of September 30, 2017 included in other current liabilities on the balance sheet: Nine Months Ended September 30, 2017 (in thousands) Restructuring liability - January 1, 2017 $ — Restructuring charges 3,299 Amounts paid $ (1,200 ) Other (231 ) Restructuring liability - September 30, 2017 $ 1,868 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 September 30, 2017 Gross value % Allowance % Gross value % Allowance % (in thousands) (in thousands) (in thousands) (in thousands) Not yet due $ 265,600 65.0 % $ — — % $ 318,476 81.6 % $ (8 ) — % 0 - 30 days 92,163 22.5 % (49 ) 0.4 % 11,370 2.9 % — — % 31 - 60 days 19,747 4.8 % (182 ) 1.6 % 20,100 5.1 % (534 ) 3.2 % 61 - 90 days 6,055 1.5 % (191 ) 1.6 % 8,136 2.1 % (100 ) 0.6 % > 90 days 25,277 6.2 % (11,176 ) 96.4 % 32,560 8.3 % (16,078 ) 96.2 % Total $ 408,842 100.0 % $ (11,598 ) 100.0 % $ 390,642 100.0 % $ (16,720 ) 100.0 % 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, 2016 September 30, 2017 Cash and cash equivalents $ 270,317 $ 357,983 Trade receivables, net of allowance 397,244 373,922 Other taxes 52,942 46,095 Other current assets 19,340 26,945 Non-current financial assets 17,029 19,350 Total $ 756,872 $ 824,295 |
Schedule of financial liabilities | Financial Liabilities December 31, 2016 Carrying Value Fair value (in thousands) Trade payables $ 365,788 $ 365,788 Other taxes 44,831 44,831 Employee-related payables 55,874 55,874 Other current liabilities 30,221 30,221 Financial liabilities 85,580 85,580 Total $ 582,294 $ 582,294 September 30, 2017 Carrying Value Fair value (in thousands) Trade payables $ 350,690 $ 350,690 Other taxes 42,713 42,713 Employee-related payables 59,661 59,661 Other current liabilities 26,802 26,802 Financial liabilities 10,468 10,468 Total $ 490,334 $ 490,334 |
Schedule of derivative financial instruments | December 31, 2016 Carrying Value Fair value (in thousands) Derivative Assets: Included in other current assets $ — $ — Derivative Liabilities: Included in financial liabilities - current portion $ 1,968 $ 1,968 September 30, 2017 Carrying Value Fair value (in thousands) Derivative Assets: Included in other current assets $ — $ — Derivative Liabilities: Included in financial liabilities - current portion $ 2,106 $ 2,106 |
Schedule of assets and liabilities carried at fair value | December 31, 2016 Carrying Value Fair value (in thousands) Cash $ 31,688 $ 31,688 Money market funds 88,091 88,091 Interest-bearing bank deposits 150,538 150,538 Total cash and cash equivalents $ 270,317 $ 270,317 September 30, 2017 Carrying Value Fair value (in thousands) Cash $ 243,895 $ 243,895 Money market funds — — Interest-bearing bank deposits 114,088 114,088 Total cash and cash equivalents $ 357,983 $ 357,983 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 September 30, 2017 (in thousands) Trade accounts receivables $ 408,842 $ 390,642 (Less) Allowance for doubtful accounts (11,598 ) (16,720 ) Net book value at end of period $ 397,244 $ 373,922 Changes in allowance for doubtful accounts are summarized below: 2016 2017 (in thousands) Balance at January 1 $ (6,264 ) $ (11,598 ) Allowance for doubtful accounts (7,733 ) (7,849 ) Reversal of provision 2,760 3,378 Currency translation adjustment (10 ) (651 ) Balance at September 30 $ (11,247 ) $ (16,720 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 September 30, 2017 (in thousands) Prepayments to suppliers $ 2,439 $ 6,056 Other debtors 3,263 4,491 Prepaid expenses 13,638 16,398 Gross book value at end of period 19,340 26,945 Net book value at end of period $ 19,340 $ 26,945 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The amounts shown below may change in the near term as management continues to assess the fair value of acquired assets and liabilities within the twelve-month purchase price allocation period. December 31, 2016 September 30, 2017 Useful Lives (Years) Amounts recognized as of Acquisition Date (in millions) Useful Lives (Years) Amounts recognized as of Acquisition Date (in millions) Technology 3-5 years $ 34.1 3-5 years $ 30.3 Customer relationships 5-9 years 65.5 5-9 years 84.5 Total identifiable intangible assets acquired $ 99.6 $ 114.8 |
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 From October 1 to December 31, 2017 $ 1,883 $ 3,961 $ 5,844 2018 6,546 15,678 22,224 2019 3,960 13,972 17,932 2020 1,577 8,628 10,205 2021 430 8,628 9,058 Thereafter 715 33,736 34,451 Total $ 15,111 $ 84,603 $ 99,714 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill (in thousands) Balance at January 1, 2017 $ 209,418 Additions to goodwill 23,738 Currency translation adjustment 3,207 Balance at September 30, 2017 $ 236,363 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities are presented in the following table: December 31, 2016 September 30, (in thousands) Clients' prepayments $ 9,176 $ 17,407 Accounts payable relating to capital expenditures 15,484 7,198 Other creditors 2,440 1,749 Deferred revenue 3,121 448 Total $ 30,221 $ 26,802 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 are illustrated in the following schedules: As of January 1, 2017 New borrowings Repayments Change in scope Other (1) Currency translation adjustment As of September 30, 2017 (in thousands) Borrowings $ 5,524 $ 3,867 $ (84,086 ) $ — $ 79,880 $ 310 $ 5,495 Other financial liabilities 477 3 (241 ) — 69 34 342 Derivative instruments 1,968 — — — (92 ) 230 2,106 Current portion 7,969 3,870 (84,327 ) — 79,857 574 7,943 Borrowings 77,397 — — — (79,880 ) 4,482 1,999 Other financial liabilities 214 360 — — (69 ) 21 526 Non current portion 77,611 360 — — (79,949 ) 4,503 2,525 Borrowings 82,921 3,867 (84,086 ) — — 4,792 7,494 Other financial liabilities 691 363 (241 ) — — 55 868 Derivative instruments 1,968 — — — (92 ) 230 2,106 Total $ 85,580 $ 4,230 $ (84,327 ) $ — $ (92 ) $ 5,077 $ 10,468 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 4,960,092 3,243,279 188,125 8,391,496 Granted 355,010 1,630,612 20,615 2,006,237 Exercised (1,515,081 ) — (57,889 ) (1,572,970 ) Forfeited (288,854 ) (347,411 ) — (636,265 ) Expired — — — — Balance at September 30, 2017 3,511,167 4,526,480 150,851 8,188,498 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 3,511,167 4,526,480 150,851 Weighted-average exercise price € 27.66 NA € 25.87 Number vested 2,111,897 NA 75,247 Weighted-average exercise price € 22.06 NA € 14.04 Weighted-average remaining contractual life of options outstanding, in years 7.13 NA 7.26 |
Schedule of share-based compensation reconciliation with the Consolidated Statements of Income | Reconciliation with the Consolidated Statements of Income Three Months Ended September 30, 2016 September 30, 2017 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (3,295 ) $ (4,154 ) $ (2,471 ) $ (9,920 ) $ (5,929 ) $ (9,896 ) $ (3,956 ) $ (19,781 ) Share options / BSPCE (986 ) (720 ) (1,505 ) (3,211 ) (432 ) (1 ) (1,169 ) (1,602 ) Total share-based compensation (4,281 ) (4,874 ) (3,976 ) (13,131 ) (6,361 ) (9,897 ) (5,125 ) (21,383 ) BSAs — — (834 ) (834 ) — — (645 ) (645 ) Total equity awards compensation expense $ (4,281 ) $ (4,874 ) $ (4,810 ) $ (13,965 ) $ (6,361 ) $ (9,897 ) $ (5,770 ) $ (22,028 ) Nine Months Ended September 30, 2016 September 30, 2017 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (6,010 ) $ (7,638 ) $ (4,755 ) $ (18,403 ) $ (13,443 ) $ (23,028 ) $ (9,354 ) $ (45,825 ) Share options / BSPCE (2,852 ) (3,114 ) (4,276 ) (10,242 ) (1,295 ) 19 (3,570 ) (4,846 ) Total share-based compensation (8,862 ) (10,752 ) (9,031 ) (28,645 ) (14,738 ) (23,009 ) (12,924 ) (50,671 ) BSA — — (1,385 ) (1,385 ) — — (1,216 ) (1,216 ) Total equity awards compensation expense $ (8,862 ) $ (10,752 ) $ (10,416 ) $ (30,030 ) $ (14,738 ) $ (23,009 ) $ (14,140 ) $ (51,887 ) |
Financial Income and Expenses (
Financial Income and Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expense) | Nine Months Ended September 30, September 30, (in thousands) Financial income from cash equivalents $ 1,165 $ 639 Interest and fees (1,643 ) (2,242 ) Interest on debt (1,155 ) (1,853 ) Fees (488 ) (389 ) Foreign exchange gain (loss) (1,476 ) (5,660 ) Other financial expense (28 ) (50 ) Total financial income (expense) $ (1,982 ) $ (7,313 ) The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows: Three Months Ended September 30, September 30, (in thousands) Financial income from cash equivalents $ 295 $ 189 Interest and fees (555 ) (830 ) Interest on debt (372 ) (635 ) Fees (183 ) (195 ) Foreign exchange gain (loss) (301 ) (2,227 ) Other financial expense (9 ) (18 ) Total financial income (expense) $ (570 ) $ (2,886 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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: Nine Months Ended September 30, September 30, (in thousands) Current income tax $ (27,513 ) $ (36,293 ) France (12,511 ) (14,164 ) International (15,002 ) (22,129 ) Net change in deferred taxes 7,545 20,569 France 7,087 271 International 458 20,298 Provision for income taxes $ (19,968 ) $ (15,724 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic earnings per share | Three Months Ended Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 (in thousands, except share and per share data) Net income attributable to shareholders of Criteo S.A. $ 13,539 $ 19,774 $ 42,869 $ 38,185 Weighted average number of shares outstanding 63,628,351 65,412,326 63,163,922 64,881,751 Basic earnings per share $ 0.21 $ 0.30 $ 0.68 $ 0.59 |
Schedule of diluted earnings per share | Three Months Ended Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 (in thousands, except share and per share data) Net income attributable to shareholders of Criteo S.A. $ 13,539 $ 19,774 $ 42,869 $ 38,185 Weighted average number of shares outstanding of Criteo S.A. 63,628,351 65,412,326 63,163,922 64,881,751 Dilutive effect of : Restricted share awards ("RSUs") 266,970 1,615,344 152,317 1,497,121 Share options and BSPCE 1,841,080 1,116,117 2,030,088 1,421,857 Share warrants 80,021 56,556 83,430 76,062 Weighted average number of shares outstanding used to determine diluted earnings per share 65,816,422 68,200,343 65,429,757 67,876,791 Diluted earnings per share $ 0.21 $ 0.29 $ 0.66 $ 0.56 |
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 Nine Months Ended September 30, 2016 September 30, 2017 September 30, 2016 September 30, 2017 Restricted share awards 32,176 1,168,812 345,732 470,125 Share options and BSPCE 455,474 516,668 426,777 362,861 Share warrants — — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 487,650 1,685,480 772,509 832,986 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 $ 485 $ 169 $ 654 Increase 275 964 1,239 Provision used (250 ) — (250 ) Provision released not used (100 ) (58 ) (158 ) Currency translation adjustments 36 32 68 Balance at September 30, 2017 $ 446 $ 1,107 $ 1,553 - of which current 446 1,107 1,553 |
Breakdown of Revenue and Non-38
Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of consolidated revenue for each geographical area | Americas EMEA Asia-Pacific Total For the nine months ended: (in thousands) September 30, 2016 $ 464,435 $ 471,226 $ 296,660 $ 1,232,321 September 30, 2017 $ 665,731 $ 587,942 $ 368,988 $ 1,622,661 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) September 30, 2016 $ 160,739 $ 157,921 $ 105,207 $ 423,867 September 30, 2017 $ 228,326 $ 207,168 $ 128,479 $ 563,973 |
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 Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) Americas United States $ 134,504 $ 200,801 $ 395,769 $ 578,806 EMEA Germany $ 33,692 $ 41,882 $ 98,278 $ 132,814 United Kingdom $ 24,285 $ 26,422 $ 80,024 $ 82,971 Asia-Pacific Japan $ 76,841 $ 87,400 $ 209,404 $ 266,813 |
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 Singapore Japan Total (in thousands) December 31, 2016 $ 55,052 $ 123,308 $ 122,474 $ 7,132 $ 26,033 $ 11,574 $ 8,965 $ 211,525 September 30, 2017 $ 68,176 $ 131,611 $ 131,197 $ 8,319 $ 26,493 $ 11,388 $ 10,499 $ 234,599 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax expense | $ 7,858 | $ 7,574 | $ 15,724 | $ 19,968 | |
Additional Paid-in Capital | Accounting Standards Update 2016-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative effect of new accounting principle in period of adoption | $ 10,000 | ||||
Income tax expense | $ 1,400 |
Significant Events and Transa40
Significant Events and Transactions of the Period - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Restructuring charges | $ 3,299,000 | ||
RCF | Multicurrency revolving facility agreement | Revolving credit facility | |||
Business Acquisition [Line Items] | |||
Long-term line of credit | 0 | $ 75,000,000 | $ 75,000,000 |
Other Cost of Operating Revenue | |||
Business Acquisition [Line Items] | |||
Restructuring charges | 2,500,000 | ||
Selling and Marketing Expense | |||
Business Acquisition [Line Items] | |||
Restructuring charges | 700,000 | ||
General and Administrative Expense | |||
Business Acquisition [Line Items] | |||
Restructuring charges | $ 100,000 |
Significant Events and Transa41
Significant Events and Transactions of the Period - Schedule of Restructuring Charges (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance costs | $ 802 |
Facility Exit Costs | 2,265 |
Other | 232 |
Total restructuring costs | $ 3,299 |
Significant Events and Transa42
Significant Events and Transactions of the Period - Schedule of Restructuring Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability - January 1, 2017 | $ 0 |
Restructuring charges | 3,299 |
Amounts paid | (1,200) |
Other | (231) |
Restructuring liability - September 30, 2017 | $ 1,868 |
Financial Instruments - Credit
Financial Instruments - Credit Risks (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Allowance for doubtful accounts receivable, period increase (decrease) | $ 5,100 | $ 5,400 |
Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 824,295 | 756,872 |
Carrying Value | Cash and cash equivalents | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 357,983 | 270,317 |
Carrying Value | Trade receivables, net of allowances | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 373,922 | 397,244 |
Carrying Value | Other taxes | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 46,095 | 52,942 |
Carrying Value | Other current assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 26,945 | 19,340 |
Carrying Value | Financial assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | $ 19,350 | $ 17,029 |
Financial Instruments - Trade R
Financial Instruments - Trade Receivables (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | $ 390,642 | $ 408,842 |
Allowance | (16,720) | (11,598) |
Not yet due | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 318,476 | 265,600 |
Allowance | (8) | 0 |
0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 11,370 | 92,163 |
Allowance | 0 | (49) |
31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 20,100 | 19,747 |
Allowance | (534) | (182) |
61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 8,136 | 6,055 |
Allowance | (100) | (191) |
Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Gross value | 32,560 | 25,277 |
Allowance | $ (16,078) | $ (11,176) |
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 | 81.60% | 65.00% |
Accounts Receivable | 0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 2.90% | 22.50% |
Accounts Receivable | 31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 5.10% | 4.80% |
Accounts Receivable | 61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 2.10% | 1.50% |
Accounts Receivable | Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 8.30% | 6.20% |
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 | 0.00% | 0.00% |
Allowance for Doubtful Accounts | 0 - 30 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.00% | 0.40% |
Allowance for Doubtful Accounts | 31 - 60 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 3.20% | 1.60% |
Allowance for Doubtful Accounts | 61 - 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 0.60% | 1.60% |
Allowance for Doubtful Accounts | Greater than 90 days | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Concentration risk, percentage | 96.20% | 96.40% |
Financial Instruments - Financi
Financial Instruments - Financial Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trade payables | $ 350,690 | $ 365,788 |
Other taxes | 42,713 | 44,831 |
Employee-related payables | 59,661 | 55,874 |
Other current liabilities | 26,802 | 30,221 |
Financial liabilities | 10,468 | 85,580 |
Total | 490,334 | 582,294 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trade payables | 350,690 | 365,788 |
Other taxes | 42,713 | 44,831 |
Employee-related payables | 59,661 | 55,874 |
Other current liabilities | 26,802 | 30,221 |
Financial liabilities | 10,468 | 85,580 |
Total | $ 490,334 | $ 582,294 |
Financial Instruments - Derivat
Financial Instruments - Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Liabilities: | ||
Included in financial liabilities - current portion | $ 2,106 | $ 1,968 |
Fair Value, Inputs, Level 2 | Carrying Value | ||
Derivative Assets: | ||
Included in other current assets | 0 | 0 |
Derivative Liabilities: | ||
Included in financial liabilities - current portion | 2,106 | 1,968 |
Fair Value, Inputs, Level 2 | Fair value | ||
Derivative Assets: | ||
Included in other current assets | 0 | 0 |
Derivative Liabilities: | ||
Included in financial liabilities - current portion | $ 2,106 | $ 1,968 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 357,983 | $ 270,317 |
Carrying Value | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 243,895 | 31,688 |
Carrying Value | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 88,091 |
Carrying Value | Interest-bearing bank deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 114,088 | 150,538 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 357,983 | 270,317 |
Fair value | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 243,895 | 31,688 |
Fair value | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 88,091 |
Fair value | Interest-bearing bank deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 114,088 | $ 150,538 |
Trade Receivables - Breakdown i
Trade Receivables - Breakdown in Trade Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||||
Trade accounts receivables | $ 390,642 | $ 408,842 | ||
(Less) Allowance for doubtful accounts | (16,720) | (11,598) | $ (11,247) | $ (6,264) |
Net book value at end of period | $ 373,922 | $ 397,244 |
Trade Receivables - Allowance f
Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at January 1 | $ (11,598) | $ (6,264) |
Allowance for doubtful accounts | (7,849) | (7,733) |
Reversal of provision | 3,378 | 2,760 |
Currency translation adjustment | (651) | (10) |
Balance at September 30 | $ (16,720) | $ (11,247) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to suppliers | $ 6,056 | $ 2,439 |
Other debtors | 4,491 | 3,263 |
Prepaid expenses | 16,398 | 13,638 |
Gross book value at end of period | 26,945 | 19,340 |
Net book value at end of period | $ 26,945 | $ 19,340 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amounts recognized as of acquisition date | $ 114.8 | $ 99.6 |
Technology-Based Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amounts recognized as of acquisition date | $ 30.3 | $ 34.1 |
Technology-Based Intangible Assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average useful lives (in years) | 3 years | 3 years |
Technology-Based Intangible Assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average useful lives (in years) | 5 years | 5 years |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amounts recognized as of acquisition date | $ 84.5 | $ 65.5 |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average useful lives (in years) | 5 years | 5 years |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average useful lives (in years) | 9 years | 9 years |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Estimated Amortization Expense Maturity | |
From October 1 to December 31, 2017 | $ 5,844 |
2,018 | 22,224 |
2,019 | 17,932 |
2,020 | 10,205 |
2,021 | 9,058 |
Thereafter | 34,451 |
Total | 99,714 |
Software | |
Estimated Amortization Expense Maturity | |
From October 1 to December 31, 2017 | 1,883 |
2,018 | 6,546 |
2,019 | 3,960 |
2,020 | 1,577 |
2,021 | 430 |
Thereafter | 715 |
Total | 15,111 |
Technology and customer relationships | |
Estimated Amortization Expense Maturity | |
From October 1 to December 31, 2017 | 3,961 |
2,018 | 15,678 |
2,019 | 13,972 |
2,020 | 8,628 |
2,021 | 8,628 |
Thereafter | 33,736 |
Total | $ 84,603 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2017 | $ 209,418 |
Additions to goodwill | 23,738 |
Currency translation adjustment | 3,207 |
Balance at September 30, 2017 | $ 236,363 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Clients' prepayments | $ 17,407 | $ 9,176 |
Accounts payable relating to capital expenditures | 7,198 | 15,484 |
Other creditors | 1,749 | 2,440 |
Deferred revenue | 448 | 3,121 |
Accounts Payable, Accrued Liabilities, Employee-related Payables, and Taxes Payable, Current | $ 26,802 | $ 30,221 |
Financial Liabilities - Changes
Financial Liabilities - Changes in Current and Non-Current Financial Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Financial Liabilities Activity [Roll Forward] | |
Borrowings, Current portion, Beginning balance | $ 5,524 |
Other financial liabilities, Current portion, Beginning balance | 477 |
Derivative instruments, Current portion, Beginning balance | 1,968 |
Financial liabilities, Current portion, Beginning balance | 7,969 |
Borrowings, Non current portion, Beginning balance | 77,397 |
Other financial liabilities, Non current portion, Beginning balance | 214 |
Financial liabilities, Non current portion, Beginning balance | 77,611 |
Borrowings, Beginning balance | 82,921 |
Other financial liabilities, Beginning balance | 691 |
Derivative instruments, Beginning balance | 1,968 |
Financial liabilities, Beginning balance | 85,580 |
New borrowings | 4,230 |
Repayments of financial liabilities | (84,327) |
Change in scope | 0 |
Other | (92) |
Currency translation adjustment | 5,077 |
Borrowings, Current portion, Ending balance | 5,495 |
Other financial liabilities, Current portion, Ending balance | 342 |
Derivative instruments, Current portion, Ending balance | 2,106 |
Financial liabilities, Current portion, Ending balance | 7,943 |
Borrowings, Non current portion, Ending balance | 1,999 |
Other financial liabilities, Non current portion, Ending balance | 526 |
Financial liabilities, Non current portion, Ending balance | 2,525 |
Borrowings, Ending balance | 7,494 |
Other financial liabilities, Ending balance | 868 |
Derivative instruments, Ending balance | 2,106 |
Financial liabilities, Ending balance | 10,468 |
Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 3,867 |
Repayments of borrowings | (84,086) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | 4,792 |
Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 363 |
Repayments of other financial liabilities | (241) |
Change in scope | 0 |
Other | 0 |
Currency translation adjustment | 55 |
Financial derivatives | |
Financial Liabilities Activity [Roll Forward] | |
Change in scope | 0 |
Other | (92) |
Currency translation adjustment | 230 |
Financial liabilities, Current portion | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 3,870 |
Repayments of financial liabilities | (84,327) |
Change in scope | 0 |
Other | 79,857 |
Currency translation adjustment | 574 |
Financial liabilities, Current portion | Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 3,867 |
Repayments of borrowings | (84,086) |
Change in scope | 0 |
Other | 79,880 |
Currency translation adjustment | 310 |
Financial liabilities, Current portion | Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 3 |
Repayments of other financial liabilities | (241) |
Change in scope | 0 |
Other | 69 |
Currency translation adjustment | 34 |
Financial liabilities, Current portion | Financial derivatives | |
Financial Liabilities Activity [Roll Forward] | |
Change in scope | 0 |
Other | (92) |
Currency translation adjustment | 230 |
Financial liablities, Non current portion | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 360 |
Repayments of financial liabilities | 0 |
Change in scope | 0 |
Other | (79,949) |
Currency translation adjustment | 4,503 |
Financial liablities, Non current portion | Borrowings | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 0 |
Repayments of borrowings | 0 |
Change in scope | 0 |
Other | (79,880) |
Currency translation adjustment | 4,482 |
Financial liablities, Non current portion | Other financial liabilities | |
Financial Liabilities Activity [Roll Forward] | |
New borrowings | 360 |
Repayments of other financial liabilities | 0 |
Change in scope | 0 |
Other | (69) |
Currency translation adjustment | $ 21 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Details) - Revolving credit facility - RCF $ in Millions | Sep. 30, 2017CNY (¥) | Sep. 30, 2017USD ($) | Mar. 29, 2017EUR (€) | Mar. 28, 2017EUR (€) | Sep. 30, 2015CNY (¥) | Sep. 30, 2015EUR (€) | Sep. 29, 2015CNY (¥) | Sep. 29, 2015EUR (€) |
Multicurrency revolving facility agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, maximum borrowing capacity | € 350,000,000 | € 250,000,000 | € 350,000,000 | € 250,000,000 | ||||
HSBC revolving loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, maximum borrowing capacity | ¥ 50,000,000 | $ 7.5 | ¥ 50,000,000 | ¥ 40,000,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Jul. 27, 2017shares | Jun. 27, 2017shares | Apr. 27, 2017shares | Mar. 01, 2017shares | Jun. 28, 2016shares | Sep. 30, 2017grantshares |
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 135,500 | 139,386 | 231,460 | 1,630,612 | ||
RSUs | Senior management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 896,586 | |||||
RSUs | Plan 10 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 227,680 | |||||
OSA/BSPCE | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 355,010 | |||||
BSAs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of grants | grant | 1 | |||||
RSUs granted (in shares) | 355,010 | |||||
Options granted (in shares) | 10,825 | 20,615 | ||||
BSAs | Plan 10 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional shares authorized (in shares) | 120,000 | |||||
BSAs | Plan 10 | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 9,790 | |||||
OSAs and RSUs | Plan 10 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional shares authorized (in shares) | 4,600,000 |
Share-Based Compensation - Chan
Share-Based Compensation - Change in Number of BSPCE/OSA/RSU/BSA (Details) - shares | Jun. 27, 2017 | Apr. 27, 2017 | Mar. 01, 2017 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments [Roll Forward] | ||||
Beginning balance (in shares) | 8,391,496 | |||
Granted (in shares) | 2,006,237 | |||
Exercised (in shares) | (1,572,970) | |||
Forfeited (in shares) | (636,265) | |||
Expired (in shares) | 0 | |||
Ending balance (in shares) | 8,188,498 | |||
OSA/BSPCE | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning balance, options (in shares) | 4,960,092 | |||
Granted, options (in shares) | 355,010 | |||
Exercised, options (in shares) | (1,515,081) | |||
Forfeited, options (in shares) | (288,854) | |||
Expired, options (in shares) | 0 | |||
Ending balance, options (in shares) | 3,511,167 | |||
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) | 3,243,279 | |||
Granted (in shares) | 135,500 | 139,386 | 231,460 | 1,630,612 |
Forfeited (in shares) | (347,411) | |||
Ending balance (in shares) | 4,526,480 | |||
BSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning balance, options (in shares) | 188,125 | |||
Granted, options (in shares) | 10,825 | 20,615 | ||
Exercised, options (in shares) | (57,889) | |||
Forfeited, options (in shares) | 0 | |||
Expired, options (in shares) | 0 | |||
Ending balance, options (in shares) | 150,851 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (in shares) | 355,010 |
Share-Based Compensation - Brea
Share-Based Compensation - Breakdown of the Closing Balance (Details) - € / shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
OSA/BSPCE | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 3,511,167 | 4,960,092 |
Weighted-average exercise price, options (in Euro per share) | € 27.66 | |
Number vested, options (in shares) | 2,111,897 | |
Weighted-average exercise price, options (in Euro per share) | € 22.06 | |
Weighted-average remaining contractual life of options outstanding, in years | 7 years 1 month 18 days | |
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding (in shares) | 4,526,480 | 3,243,279 |
BSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 150,851 | 188,125 |
Weighted-average exercise price, options (in Euro per share) | € 25.87 | |
Number vested, options (in shares) | 75,247 | |
Weighted-average exercise price, options (in Euro per share) | € 14.04 | |
Weighted-average remaining contractual life of options outstanding, in years | 7 years 3 months 4 days |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ (21,383) | $ (13,131) | $ (50,671) | $ (28,645) |
Total equity awards compensation expense | (22,028) | (13,965) | (51,887) | (30,030) |
R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (6,361) | (4,281) | (14,738) | (8,862) |
Total equity awards compensation expense | (6,361) | (4,281) | (14,738) | (8,862) |
S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (9,897) | (4,874) | (23,009) | (10,752) |
Total equity awards compensation expense | (9,897) | (4,874) | (23,009) | (10,752) |
G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (5,125) | (3,976) | (12,924) | (9,031) |
Total equity awards compensation expense | (5,770) | (4,810) | (14,140) | (10,416) |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (19,781) | (9,920) | (45,825) | (18,403) |
RSUs | R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (5,929) | (3,295) | (13,443) | (6,010) |
RSUs | S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (9,896) | (4,154) | (23,028) | (7,638) |
RSUs | G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (3,956) | (2,471) | (9,354) | (4,755) |
Share options / BSPCE | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (1,602) | (3,211) | (4,846) | (10,242) |
Share options / BSPCE | R&D | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (432) | (986) | (1,295) | (2,852) |
Share options / BSPCE | S&O | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (1) | (720) | 19 | (3,114) |
Share options / BSPCE | G&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | (1,169) | (1,505) | (3,570) | (4,276) |
BSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Issuance of Stock and Warrants for Services or Claims | (645) | (834) | (1,216) | (1,385) |
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 | $ (645) | $ (834) | $ (1,216) | $ (1,385) |
Financial Income and Expenses -
Financial Income and Expenses - Financial income (expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Financial income from cash equivalents | $ 189 | $ 295 | $ 639 | $ 1,165 |
Interest and fees | (830) | (555) | (2,242) | (1,643) |
Interest on debt | (635) | (372) | (1,853) | (1,155) |
Fees | (195) | (183) | (389) | (488) |
Foreign exchange gain (loss) | (2,227) | (301) | (5,660) | (1,476) |
Other financial expense | (18) | (9) | (50) | (28) |
Total financial income (expense) | $ (2,886) | $ (570) | $ (7,313) | $ (1,982) |
Financial Income and Expenses62
Financial Income and Expenses - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||||
Financial income (expense) | $ 2,886,000 | $ 570,000 | $ 7,313,000 | $ 1,982,000 | ||
RCF | Multicurrency revolving facility agreement | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | $ 0 | $ 0 | $ 75,000,000 | $ 75,000,000 |
Income Taxes - Breakdown of Inc
Income Taxes - Breakdown of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax | $ (36,293) | $ (27,513) | ||
France | (14,164) | (12,511) | ||
International | (22,129) | (15,002) | ||
Net change in deferred taxes | $ 8,164 | $ 3,121 | 20,569 | 7,545 |
France | 271 | 7,087 | ||
International | 20,298 | 458 | ||
Provision for income taxes | $ (7,858) | $ (7,574) | $ (15,724) | $ (19,968) |
Estimated tax rate | 30.00% | 30.00% | ||
Effective tax rate | 26.20% | 30.00% |
Earnings Per Share - Basic Earn
Earnings Per Share - Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to shareholders of Criteo S.A. | $ 19,774 | $ 13,539 | $ 38,185 | $ 42,869 |
Weighted average number of shares outstanding (in shares) | 65,412,326 | 63,628,351 | 64,881,751 | 63,163,922 |
Basic earnings per share (in USD per share) | $ 0.30 | $ 0.21 | $ 0.59 | $ 0.68 |
Earnings Per Share - Diluted Ea
Earnings Per Share - Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to shareholders of Criteo S.A. | $ 19,774 | $ 13,539 | $ 38,185 | $ 42,869 |
Weighted average number of shares outstanding (in shares) | 65,412,326 | 63,628,351 | 64,881,751 | 63,163,922 |
Dilutive effect of : | ||||
Restricted share awards (RSU's) (in shares) | 1,615,344 | 266,970 | 1,497,121 | 152,317 |
Share options and (BSPCEs) (in shares) | 1,116,117 | 1,841,080 | 1,421,857 | 2,030,088 |
Share warrants (in shares) | 56,556 | 80,021 | 76,062 | 83,430 |
Weighted average number of shares outstanding used to determine diluted earnings per share (in shares) | 68,200,343 | 65,816,422 | 67,876,791 | 65,429,757 |
Diluted earnings per share (in USD per share) | $ 0.29 | $ 0.21 | $ 0.56 | $ 0.66 |
Earnings Per Share - Weighted A
Earnings Per Share - Weighted Average Number of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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) | 1,685,480 | 487,650 | 832,986 | 772,509 |
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) | 1,168,812 | 32,176 | 470,125 | 345,732 |
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) | 516,668 | 455,474 | 362,861 | 426,777 |
Share warrants | ||||
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 | 0 | 0 | 0 |
Commitments and contingencies -
Commitments and contingencies - Commitments (Details) | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017CNY (¥) | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 29, 2017EUR (€) | Mar. 28, 2017EUR (€) | Dec. 31, 2016USD ($) | Sep. 30, 2015CNY (¥) | Sep. 30, 2015EUR (€) | Sep. 29, 2015CNY (¥) | Sep. 29, 2015EUR (€) | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||
Operating lease expenses | $ 8,900,000 | $ 8,300,000 | $ 26,300,000 | $ 23,300,000 | |||||||||||
Hosting costs | $ 13,100,000 | $ 10,600,000 | $ 44,200,000 | $ 30,400,000 | |||||||||||
Revolving credit facility | RCF | HSBC revolving loan facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, maximum borrowing capacity | ¥ 50,000,000 | $ 7,500,000 | ¥ 50,000,000 | ¥ 40,000,000 | |||||||||||
Long-term line of credit | ¥ 30,000,000 | 4,500,000 | |||||||||||||
Revolving credit facility | RCF | Bank syndicate RCF | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, maximum borrowing capacity | € 350,000,000 | 413,200,000 | |||||||||||||
Long-term line of credit | € 0 | 0 | |||||||||||||
Revolving credit facility | RCF | Multicurrency revolving facility agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, maximum borrowing capacity | € | € 350,000,000 | € 250,000,000 | € 350,000,000 | € 250,000,000 | |||||||||||
Long-term line of credit | $ 0 | $ 75,000,000 | $ 75,000,000 |
Commitments and contingencies68
Commitments and contingencies - Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | $ 654 |
Increase | 1,239 |
Provision used | (250) |
Provision released not used | (158) |
Currency translation adjustments | 68 |
Contingencies accrual, ending balance | 1,553 |
Contingencies accrual, of which current | 1,553 |
Provision for employee-related litigation | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 485 |
Increase | 275 |
Provision used | (250) |
Provision released not used | (100) |
Currency translation adjustments | 36 |
Contingencies accrual, ending balance | 446 |
Contingencies accrual, of which current | 446 |
Other provisions | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 169 |
Increase | 964 |
Provision used | 0 |
Provision released not used | (58) |
Currency translation adjustments | 32 |
Contingencies accrual, ending balance | 1,107 |
Contingencies accrual, of which current | $ 1,107 |
Breakdown of Revenue and Non-69
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 563,973 | $ 423,867 | $ 1,622,661 | $ 1,232,321 |
Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 228,326 | 160,739 | 665,731 | 464,435 |
EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 207,168 | 157,921 | 587,942 | 471,226 |
Asia-Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 128,479 | $ 105,207 | $ 368,988 | $ 296,660 |
Breakdown of Revenue and Non-70
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)market | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)market | Sep. 30, 2016USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of geographical markets | market | 3 | 3 | ||
Revenue | $ 563,973 | $ 423,867 | $ 1,622,661 | $ 1,232,321 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 38,200 | $ 31,800 | $ 111,800 | $ 95,200 |
Sales Revenue, Net [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 2.10% | 2.50% |
Breakdown of Revenue and Non-71
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Significant Other Countries (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 563,973 | $ 423,867 | $ 1,622,661 | $ 1,232,321 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 200,801 | 134,504 | 578,806 | 395,769 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 41,882 | 33,692 | 132,814 | 98,278 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 26,422 | 24,285 | 82,971 | 80,024 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 87,400 | $ 76,841 | $ 266,813 | $ 209,404 |
Breakdown of Revenue and Non-72
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Other Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 234,599 | $ 211,525 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 131,611 | 123,308 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 131,197 | 122,474 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 8,319 | 7,132 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 26,493 | 26,033 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 11,388 | 11,574 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 10,499 | 8,965 |
Holding | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 68,176 | $ 55,052 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Subsequent Event [Line Items] | ||
Restructuring charges | $ 3,299 | |
Scenario, Forecast | Criteo Predictive Search Discontinuation | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ 4,500 | |
Intangible asset impairment charges | $ 2,000 |