Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Criteo S.A. | ||
Entity Central Index Key | 1,576,427 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 67,708,741 | ||
Well-known Seasoned Issuer | Yes | ||
Voluntary Filer | No | ||
Entity Public Float | $ 2.1 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 364,426 | $ 414,111 |
Trade receivables, net of allowances of $20.8 million and $25.9 million as of December 2017 and 2018, respectively. | 473,901 | 484,101 |
Income taxes | 19,370 | 8,882 |
Other taxes | 53,338 | 58,346 |
Other current assets | 22,816 | 26,327 |
Total current assets | 933,851 | 991,767 |
Property, plant and equipment, net | 184,013 | 161,738 |
Intangible assets, net | 112,036 | 96,223 |
Goodwill | 312,881 | 236,826 |
Non-current financial assets | 20,460 | 19,525 |
Deferred tax assets | 33,894 | 25,221 |
Total non current assets | 663,284 | 539,533 |
Total assets | 1,597,135 | 1,531,300 |
Current liabilities: | ||
Trade payables | 425,376 | 417,032 |
Contingencies | 2,640 | 1,798 |
Income taxes | 7,725 | 9,997 |
Financial liabilities - current portion | 1,018 | 1,499 |
Other taxes | 55,592 | 58,783 |
Employee-related payables | 65,878 | 66,219 |
Other current liabilities | 47,115 | 65,677 |
Total current liabilities | 605,344 | 621,005 |
Deferred tax liabilities | 10,770 | 2,497 |
Retirement benefit obligation | 5,537 | 5,149 |
Financial liabilities - non current portion | 2,490 | 2,158 |
Other non-current liabilities | 5,103 | 2,793 |
Total non-current liabilities | 23,900 | 12,597 |
Total liabilities | 629,244 | 633,602 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, €0.025 per value, 66,085,097 and 67,708,203 shares authorized, issued and outstanding at December 31, 2017 and December 31, 2018, respectively. | 2,201 | 2,152 |
Treasury stock, 3,459,119 shares at cost as of December 31, 2018 | (79,159) | 0 |
Additional paid-in capital | 663,281 | 591,404 |
Accumulated other comprehensive loss | (30,522) | (12,241) |
Retained earnings | 387,869 | 300,210 |
Equity - attributable to shareholders of Criteo S.A. | 943,670 | 881,525 |
Non-controlling interests | 24,221 | 16,173 |
Total equity | 967,891 | 897,698 |
Total equity and liabilities | $ 1,597,135 | $ 1,531,300 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) $ in Thousands | Dec. 31, 2018€ / shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017€ / shares | Dec. 31, 2017USD ($)shares |
Statement of Financial Position [Abstract] | ||||
Trade receivables, allowances | $ | $ 25,918 | $ 20,818 | ||
Common shares par value (in shares) | € / shares | € 0.025 | € 0.025 | ||
Shares authorized (in shares) | 67,708,203 | 66,085,097 | ||
Shares issued (in shares) | 67,708,203 | 66,085,097 | ||
Shares outstanding (in shares) | 67,708,203 | 66,085,097 | ||
Treasury stock (in shares) | 3,459,119 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 2,300,314 | $ 2,296,692 | $ 1,799,146 |
Cost of revenue | |||
Traffic acquisition costs | (1,334,334) | (1,355,556) | (1,068,911) |
Other cost of revenue | (131,744) | (121,641) | (85,260) |
Gross profit | 834,236 | 819,495 | 644,975 |
Operating expenses: | |||
Research and development expenses | (179,263) | (173,925) | (123,649) |
Sales and operations expenses | (372,707) | (380,649) | (282,853) |
General and administrative expenses | (135,159) | (127,077) | (117,469) |
Total operating expenses | (687,129) | (681,651) | (523,971) |
Income from operations | 147,107 | 137,844 | 121,004 |
Financial expense, net | (5,084) | (9,534) | (546) |
Income before taxes | 142,023 | 128,310 | 120,458 |
Provision for income taxes | (46,144) | (31,651) | (33,129) |
Net income | 95,879 | 96,659 | 87,329 |
Net income available to shareholders of Criteo S.A. | 88,644 | 91,214 | 82,272 |
Net income available to non-controlling interests | $ 7,235 | $ 5,445 | $ 5,057 |
Net income allocated to shareholders per share: | |||
Net income allocated to shareholders, Basic (in dollars per share) | $ 1.33 | $ 1.40 | $ 1.30 |
Net income allocated to shareholders, diluted (in dollars per share) | $ 1.31 | $ 1.34 | $ 1.25 |
Weighted average shares outstanding used in computing per share amounts: | |||
Weighted average shares outstanding, basic (in shares) | 66,456,890 | 65,143,036 | 63,337,792 |
Weighted average shares outstanding, diluted (in shares) | 67,662,904 | 67,851,971 | 65,633,470 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 95,879 | $ 96,659 | $ 87,329 |
Foreign currency translation differences, net of taxes | (18,781) | 77,023 | (18,571) |
Foreign currency translation differences | (18,781) | 77,023 | (18,571) |
Income tax effect | 0 | 0 | 0 |
Actuarial (losses) gains on employee benefits, net of taxes | 916 | (87) | (1,129) |
Actuarial (losses) gains on employee benefits | 1,235 | (103) | (1,335) |
Income tax effect | (319) | 16 | 206 |
Comprehensive income | 78,014 | 173,595 | 67,629 |
Attributable to shareholders of Criteo S.A. | 77,594 | 167,566 | 62,820 |
Attributable to non-controlling interests | $ 420 | $ 6,029 | $ 4,809 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Share capital | Treasury stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Retained earnings | Equity - attributable to shareholders of Criteo S.A. | Non controlling interests | |
Beginning balance (in shares) at Dec. 31, 2015 | 62,470,881 | ||||||||
Beginning balance at Dec. 31, 2015 | $ 479,023 | $ 2,052 | $ 425,220 | $ (69,023) | $ 116,076 | $ 474,325 | $ 4,698 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 87,329 | 82,272 | 82,272 | 5,057 | |||||
Other comprehensive income (loss) | (19,700) | (19,452) | (19,452) | (248) | |||||
Issuance of ordinary shares (in shares) | 1,507,323 | ||||||||
Issuance of ordinary shares | 21,747 | $ 41 | 21,706 | 21,747 | |||||
Shared-based compensation | 41,589 | 41,351 | 41,351 | 238 | |||||
Other changes in equity | $ (111) | (118) | 7 | (111) | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 63,978,204 | 63,978,204 | |||||||
Ending Balance at Dec. 31, 2016 | $ 609,877 | $ 2,093 | 488,277 | (88,593) | 198,355 | 600,132 | 9,745 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 96,659 | 91,214 | 91,214 | 5,445 | |||||
Other comprehensive income (loss) | 76,936 | 76,352 | 76,352 | 584 | |||||
Issuance of ordinary shares (in shares) | 2,106,893 | ||||||||
Issuance of ordinary shares | 33,666 | $ 49 | 33,617 | 33,666 | |||||
Shared-based compensation | 69,909 | 69,510 | 69,510 | 399 | |||||
Other changes in equity | [1] | $ 10,651 | $ 10 | 10,641 | 10,651 | ||||
Ending Balance (in shares) at Dec. 31, 2017 | 66,085,097 | 66,085,097 | 0 | ||||||
Ending Balance at Dec. 31, 2017 | $ 897,698 | $ 2,152 | $ 0 | 591,404 | (12,241) | 300,210 | 881,525 | 16,173 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 95,879 | 88,644 | 88,644 | 7,235 | |||||
Other comprehensive income (loss) | (17,865) | (18,285) | (18,285) | 420 | |||||
Issuance of ordinary shares (in shares) | 1,623,106 | ||||||||
Issuance of ordinary shares | 2,955 | $ 4 | 2,951 | 2,955 | |||||
Change in treasury stock (in shares) | [2] | (3,459,119) | |||||||
Change in treasury stock | [2] | (79,159) | $ (79,159) | (79,159) | |||||
Shared-based compensation | 65,118 | 64,725 | 64,725 | 393 | |||||
Other changes in equity | [3] | $ 3,265 | $ 45 | 4,201 | 4 | (985) | 3,265 | ||
Ending Balance (in shares) at Dec. 31, 2018 | 67,708,203 | 67,708,203 | (3,459,119) | ||||||
Ending Balance at Dec. 31, 2018 | $ 967,891 | $ 2,201 | $ (79,159) | $ 663,281 | $ (30,522) | $ 387,869 | $ 943,670 | $ 24,221 | |
[1] | 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). | ||||||||
[2] | Share repurchase program (see note 2) | ||||||||
[3] | Deferred consideration in the context of Storetail Marketing Services SAS acquisition (see note 2). |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Cash from operating activities | ||||
Net income | $ 95,879 | $ 96,659 | $ 87,329 | |
Non-cash and non-operating items | ||||
Non-cash and non-operating items | 221,481 | 212,254 | 139,122 | |
Amortization and provisions | 111,825 | 104,025 | 62,733 | |
Equity awards compensation expense | [1] | 66,600 | 71,612 | 43,259 |
(Net gain) or loss on disposal of non-current assets | (869) | 794 | (81) | |
Interest accrued and non-cash financial income and expenses | 86 | 66 | 39 | |
Change in deferred taxes | (8,157) | (13,269) | (10,024) | |
Income tax for the period | 54,301 | 44,921 | 43,196 | |
Other | [2] | (2,305) | 4,105 | 0 |
Change in working capital | ||||
Change in working capital | 10,411 | (7,095) | (29,460) | |
(Increase) / Decrease in trade receivables | 1,358 | (76,907) | (117,970) | |
Increase in trade payables | 9,047 | 32,915 | 81,862 | |
(Increase) / Decrease in other current assets | 3,974 | (3,381) | (28,432) | |
Increase in other current liabilities | [2] | (3,968) | 40,278 | 35,080 |
Income taxes paid | (67,045) | (56,360) | (43,522) | |
Cash from operating activities | 260,726 | 245,458 | 153,469 | |
Cash used for investing activities | ||||
Acquisition of intangibles assets, property, plant and equipment | (116,984) | (122,203) | (85,133) | |
Change in accounts payable related to intangible assets, property, plant and equipment | (8,494) | 13,692 | 7,752 | |
Payment for (Disposal of) businesses, net of cash acquired (disposed) | (101,180) | 1,110 | (235,541) | |
Change in other financial non-current assets | (59) | 1,148 | 159 | |
Cash used for investing activities | (226,717) | (106,253) | (312,763) | |
Cash from (used for) financing activities | ||||
Issuance of long term borrowings | 0 | 3,700 | 84,022 | |
Repayment of borrowings | [3] | (964) | (89,731) | (13,305) |
Proceeds from capital increase | 1,473 | 31,961 | 20,075 | |
Change in treasury stocks | (80,000) | 0 | 0 | |
Change in other financial liabilities | [2] | 16,815 | 24,602 | (222) |
Cash from (used for) financing activities | (62,676) | (29,468) | 90,570 | |
Change in net cash and cash equivalents | (28,667) | 109,737 | (68,724) | |
Net cash and cash equivalents - beginning of period | 414,111 | 270,317 | 353,537 | |
Effect of exchange rate changes on cash and cash equivalents | [2] | (21,018) | 34,057 | (14,496) |
Net cash and cash equivalents - end of period | $ 364,426 | $ 414,111 | $ 270,317 | |
[1] | Of which $69.9 million and $65.1 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the twelve month period ended December 31, 2017 and 2018, respectively. | |||
[2] | From 2017, the Company reported the cash impact of the settlement of hedging derivatives related to financing activities in cash from (used for) financing activities in the consolidated statements of cash flows. | |||
[3] | Interest paid for the years ended December 31, 2016, 2017 and 2018 amounted to $1.3 million, $2.9 million and $1.4 million respectively. |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | |||
Shared-based compensation | $ 65,117 | $ 69,908 | $ 41,589 |
Interest paid | $ 1,400 | $ 2,900 | $ 1,300 |
Principles and Accounting Metho
Principles and Accounting Methods | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles and Accounting Methods | Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are a global technology company building the leading advertising platform for the open Internet. We strive to deliver impactful business results at scale to commerce companies and consumer brands by meeting their multiple marketing goals at their targeted return on investment. Using shopping data, predictive technology and large consumer reach, we help our clients drive Awareness, Consideration and Conversion for their products and services 1 , and help retailers generate advertising revenues from brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive measurable results for clients, we activate our data assets through proprietary artificial intelligence ("AI") technology to engage consumers in real time through the pricing and delivery of highly relevant digital advertisements ("ads"), across devices and environments. By pricing our offering on a range of pricing models and measuring our value based on clear, well-defined performance metrics, we make the return on investment transparent and easy to measure for advertisers. 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". Principles and Accounting Methods Basis of Preparation We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries. Consolidation Methods We have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have been eliminated. The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests. 2017 2018 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A (1) France 100 % 100 % 100 % 100 % Parent company French subsidiaries Criteo France SAS France 100 % 100 % 100 % 100 % Fully consolidated Criteo Finance SAS France 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services SAS France - - 100 % 100 % Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated HookLogic Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services Ltd United Kingdom - - 100 % 100 % Fully consolidated Criteo Corp United States 100 % 100 % 100 % 100 % Fully consolidated HookLogic, Inc. (2) United States - - - - Fully consolidated Manage, Inc. United States - - 100 % 100 % Fully consolidated Criteo Gmbh Germany 100 % 100 % 100 % 100 % Fully consolidated Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated Criteo Do Brasil LTDA Brazil 100 % 100 % 100 % 100 % Fully consolidated HookLogic Brasil Solucoes EM tecnologia Ltda (2) Brazil - - - - Fully consolidated Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated Criteo Pty Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated Criteo Advertising (Beijng) Co. Ltd China 100 % 100 % 100 % 100 % Fully consolidated Criteo Singapore Pte. Ltd. Singapore 100 % 100 % 100 % 100 % Fully consolidated Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated Criteo Europa S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo Espana S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services S.L.U Spain - - 100 % 100 % Fully consolidated Criteo Canada Corp. Canada 100 % 100 % 100 % 100 % Fully consolidated Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi Turkey 100 % 100 % 100 % 100 % Fully consolidated Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated Criteo India Private Ltd. India 100 % 100 % 100 % 100 % Fully consolidated (1) including Criteo Korea and Criteo AB (Sweden) branches activities. (2) merged with Criteo Corp. and Criteo do Brasil LTDA respectively. Functional Currency and Translation of Financial Statements in Foreign Currency The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity. Conversion of Foreign Currency Transactions Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment. Use of Estimates The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) allowances for doubtful accounts, (3) research tax credits (4) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect of the tax reform in France voted in December 2018, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill and intangible assets, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan. Business combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Intangible Assets Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years, for the technology and customer relationships. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years. Property, Plant and Equipment Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows: Servers................................................................................................... 3 to 5 years over the life of the warranty Furniture and IT equipments............................................................................................................... 3 to 5 years Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter. Impairment of Assets Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test. In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value. With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of one to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired. Property, Plant and Equipment and Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. Leases The Company leases various facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessions provisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid and straight-line rent expense is recorded as a deferred rent liability in the accompanying Consolidated Statement of Financial Position. Financial Assets and Liabilities, Excluding Derivative Financial Instruments Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature more than twelve months after the reporting date. Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income. Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effective interest method. We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among other factors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables. Derivative financial instruments We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations. We deal only with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling 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, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. During the year ended December 31, 2017 and 2018, the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows. Prior periods amounts have not been restated as the impact is immaterial. Fair value measurements Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data. Cash and Cash Equivalents Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 and level 2, respectively, for cash at hand and money market funds using quoted prices, and any changes are recognized in the Consolidated Statements of Income. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2018 and 2017 no customer accounted for 10% or more of accounts receivable. During the years ended December 31, 2018 , 2017 and 2016 , no single customer represented 10% or more of revenue. Employee Benefits Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions. The liability with respect to defined benefit plans is estimated using the following main assumptions: • discount rate; • future salary increases; • employee turnover; and • mortality tables. Service costs are recognized in profit or loss and are allocated by function. Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred). Contingencies We recognize if the following two conditions are met: • information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; • the amount of loss can be reasonably estimated. With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available. Revenue Recognition On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements. We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. Refer to Note 16. Revenue for further discussion regarding the adoption of ASC 606 and revenue. Cost of Revenue Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic Acquisition Costs . Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities. For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients. Other Cost of Revenue . Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue. Share-Based Compensation Shares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. These awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevant formula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the Consolidated Statements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity. At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate is recognized in the Consolidated Statements of Income with a corresponding adjustment in equity. Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in France for purposes of the CIR. The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit. Uncertain Tax Positions We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results. Operating Segments Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance. Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration ) for the purposes of allocating resources and evaluating financial performance. We have concluded that our operations constitute one operating and reportable segment. Earnings Per Share Basic earnings per share (“EPS”) are calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued. Accounting Pronouncements adopted in 2018 From January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. We adopted the new standard effective January 1, 2018 using the modified retrospective method. The adoption did not have a material impact on our financial statements. Please refer to Note.16 Revenue for further details. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. We adopted ASU on January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Among other clarifications, ASU 2016-15 clarifies certain items, including the classification of payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, which will now be included in the Financing Activities section in the Consolidated Statement of Cash Flows. We adopted this standard as of January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. 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 was effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted this standard as of January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. 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 th |
Significant Events and Transact
Significant Events and Transactions of the Period | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Significant Events and Transactions | Significant Events and Transactions of the Period Share repurchase program On October 25, 2018 Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. The Company may use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares. In addition, the Company may use part of repurchased shares in connection with future Merger and Acquisition ("M&A") transactions or cancel such shares. The repurchases were executed, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through the use of 10b5-1 plans. During the quarter ended December 31, 2018, the Company repurchased 3.5 million of its shares for an aggregate amount of $80.0 million thus completing all share repurchases under this program. As of December 31, 2018, the balance of Treasury Shares is as follows: Number of Treasury Shares Amount (in thousands) Balance at January 1, 2018 — — Treasury Shares Repurchased to potentially use for M&A 1,751,147 $ 40,000 Treasury Shares Repurchased for RSU Vesting 1,748,111 40,000 Treasury Shares Issued for RSU Vesting (40,139 ) (841 ) Balance at December 31, 2018 3,459,119 $ 79,159 Business combinations Acquisition of Manage.com Inc. On October 29, 2018, we completed the acquisition of all of the outstanding shares of Manage.com Inc., a company with an attractive app install solution that helps advertisers acquire new customers in mobile apps. The total consideration paid was $60.0 million for the acquisition of shares. The acquisition was financed by available cash resources. The transaction has been accounted for as a business combination under the acquisition method of accounting. The purchase price allocation is in progress. A preliminary valuation of the fair value of Manage's assets acquired and liabilities assumed has been performed as of December 31, 2018, resulting in the identification of technology and customer relationships assets of $9.8 million and $7.3 million , respectively, and related deferred tax liability of $4.4 million . Provisional goodwill amounted to $45.6 million , subject to post-closing working capital adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $1.0 million were fully expensed as incurred. Acquisition of Storetail Marketing Services SAS On August 3, 2018, we completed the acquisition of all of the outstanding shares of Storetail Marketing Services SAS, a pioneering retail media technology platform that enables retailers to monetize native placements on their ecommerce sites on a CPM basis. The total consideration paid for the acquisition was $47.8 million ( €41.3 million ) composed as follows: $43.7 million ( €37.7 million ) financed by available cash resources at the acquisition date and $4.1 million ( €3.6 million ) as deferred consideration due at the end of a 2 year period. The transaction has been accounted for as a business combination under the acquisition method of accounting. The purchase price allocation is in progress. A preliminary valuation of the fair value of Storetail's assets acquired and liabilities assumed has been performed as of December 31, 2018, mainly resulting in the identification of a technology and related marketing solution of $14.2 million ( €12.2 million ) and related deferred tax liability of $4.1 million ( €3.6 million ). Provisional goodwill amounted to $32.3 million ( €27.8 million ). Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $0.7 million ( €0.6 million ) were fully expensed as incurred. |
Categories of Financial Assets
Categories of Financial Assets and Financial Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Categories of Financial Assets and Financial Liabilities | Categories of Financial Assets and Financial Liabilities Financial assets Year Ended December 31, 2017 2018 (in thousands) Trade receivables, net of allowances $ 484,101 $ 473,901 Other taxes 58,346 53,338 Other current assets 26,327 22,816 Non-current financial assets 19,525 20,460 Total $ 588,299 $ 570,515 Credit Risk We maintain an allowance for estimated credit losses. During the years ended December 31, 2018 and 2017 , our net change in allowance for doubtful accounts was $5.1 million and $9.2 million , respectively. For our financial assets, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows. Trade Receivables Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments. As of December 31, 2018 and 2017 , no customer accounted for 10% or more of trade receivables. Financial liabilities Year Ended December 31, 2017 2018 (in thousands) Trade payables $ 417,032 $ 425,376 Other taxes 58,783 55,592 Employee - related payables 66,219 65,878 Other current liabilities 65,677 47,115 Financial liabilities 3,657 3,508 Total $ 611,368 $ 597,469 For our financial liabilities, the fair value approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows. Fair Value Measurements We measure the fair value of our cash equivalents, which include interest bearing deposits, as level 2 measurements because they are valued using observable market data. Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. Derivative Financial Instruments Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. Year Ended December 31, 2017 2018 (in thousands) Derivative Assets: Included in other current assets $ 5,159 $ 1,703 Derivative Liabilities: Included in financial liabilities - current portion $ — $ — For our derivative financial instruments, the fair value approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The following table presents for each reported period, the breakdown of cash and cash equivalents: Year Ended December 31, 2017 2018 (in thousands) Cash equivalent $ 146,875 $ 125,442 Cash on hand 267,236 238,984 Total Cash and cash equivalents $ 414,111 $ 364,426 Investments in interest–bearing bank deposits which met ASC 230 - Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows. |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Trade Receivables | Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2017 2018 (in thousands) Trade accounts receivables $ 504,919 $ 499,819 (Less) Allowance for doubtful accounts (20,818 ) (25,918 ) Net book value at end of period $ 484,101 $ 473,901 Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2016 2017 2018 (in thousands) Balance at beginning of period $ (6,264 ) $ (11,598 ) $ (20,818 ) Provision for doubtful accounts (9,898 ) (13,315 ) (17,656 ) Reversal of provision 4,464 4,821 11,956 Change in consolidation scope (221 ) — (150 ) Currency translation adjustment 321 (726 ) 750 Balance at end of period $ (11,598 ) $ (20,818 ) $ (25,918 ) The change in allowance for doubtful accounts, net of reversals, relates mainly to increased business with categories of clients associated with a higher credit risk. The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The following table shows the breakdown in other current assets net book value for the presented periods: Year Ended December 31, 2017 2018 (in thousands) Prepayments to suppliers $ 3,244 $ 4,056 Other debtors 5,694 4,762 Prepaid expenses 12,230 12,295 Derivative financial instruments 5,159 1,703 Gross book value at end of period 26,327 22,816 Net book value at end of period $ 26,327 $ 22,816 Prepaid expenses mainly consist of office rental advance payments. Derivative financial instruments include foreign currency swaps or forward purchases or sales contracts used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Changes in net book value during the presented periods are summarized below: Fixtures and fittings Furniture and equipment Construction in Progress Total (in thousands) Net book value at January 1, 2017 $ 18,165 $ 77,749 $ 12,667 $ 108,581 Additions to tangible assets 7,088 59,526 45,472 112,086 Disposal of tangible assets net of accumulated depreciation (115 ) (1,238 ) — (1,353 ) Depreciation expense (6,315 ) (59,746 ) — (66,061 ) Change in consolidation scope — — — — Currency translation adjustment 717 6,425 1,343 8,485 Transfer into service 2,725 27,635 (30,360 ) — Net book value at December 31, 2017 22,265 110,351 29,122 161,738 Gross book value at end of period 34,507 265,546 29,122 329,175 Accumulated depreciation at end of period (12,242 ) (155,195 ) — (167,437 ) Net book value at January 1, 2018 22,265 110,351 29,122 161,738 Additions to tangible assets 1,075 27,741 76,733 105,549 Disposal of tangible assets net of accumulated depreciation (19 ) (176 ) (30 ) (225 ) Depreciation expense (6,025 ) (72,162 ) — (78,187 ) Change in consolidation scope 26 103 — 129 Currency translation adjustment (340 ) (3,957 ) (694 ) (4,991 ) Transfer into service 1,902 82,901 (84,803 ) — Net book value at December 31, 2018 $ 18,884 $ 144,801 $ 20,328 $ 184,013 Gross book value at end of period 36,458 366,299 20,328 423,085 Accumulated depreciation at end of period (17,574 ) (221,498 ) — (239,072 ) The increase in property plant and equipment (gross book value and accumulated depreciation) mainly includes purchases of server equipment in the French, American and Japanese subsidiaries where the Company’s data center equipments are located. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets Changes in net book value during the presented periods are summarized below: Software Technology and customer relationships Construction in Progress Total (in thousands) Net book value at January 1, 2017 $ 11,387 $ 90,663 $ 894 $ 102,944 Additions to intangible assets 4,615 — 5,502 10,117 Amortization expense (7,235 ) (19,926 ) — (27,161 ) Change in consolidation scope — 7,203 — 7,203 Currency translation adjustment 1,571 661 888 3,120 Transfer into service 2,815 — (2,815 ) — Net book value at December 31, 2017 13,153 78,601 4,469 96,223 Gross book value at end of period 33,778 115,277 4,469 153,524 Accumulated amortization at end of period (20,625 ) (36,676 ) — (57,301 ) Net book value at January 1, 2018 13,153 78,601 4,469 96,223 Additions to intangible assets — — 11,436 11,436 Disposal of intangible assets — — (19 ) (19 ) Amortization expense (9,490 ) (15,824 ) — (25,314 ) Change in consolidation scope — 31,192 18 31,210 Currency translation adjustment (615 ) (652 ) (233 ) (1,500 ) Transfer into service 10,218 — (10,218 ) — Net book value at December 31, 2018 $ 13,266 $ 93,317 $ 5,453 $ 112,036 Gross book value at end of period 42,161 144,734 5,453 192,348 Accumulated amortization at end of period (28,895 ) (51,417 ) — (80,312 ) Additions to software consist mainly of capitalization of internally developed internal-use software and IT licenses. Additions to technology and customer relationships relate to a preliminary valuation of Storetail and Manage identified intangibles, as the purchase price allocation is in progress as of December 31, 2018 (classified under "Change in consolidation scope", refer to Note 2 - Significant events and Transactions of the period). Amortization on technology and customer relationships relates to HookLogic, Storetail and Manage intangibles resulting from business combinations. In addition, no triggering events have occurred during the period which would indicate impairment in the balance of intangible assets. The average life of software is 3 years. The average life of technology and customer relationships consist of identified intangible assets arising from HookLogic, Storetail and Manage business combinations is between 3 and 9 years. As of December 31, 2018 , expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands): Software Technology and customer relationships Total 2019 $ 7,768 $ 21,900 $ 29,668 2020 5,535 16,881 22,416 2021 3,751 16,881 20,632 2022 936 11,503 12,439 2023 715 10,313 11,028 Thereafter 14 15,839 15,853 Total $ 18,719 $ 93,317 $ 112,036 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
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 3,670 Balance at December 31, 2017 236,826 Additions to goodwill 77,905 Currency translation adjustment (1,850 ) Balance at December 31, 2018 $ 312,881 Additions to goodwill in 2018 were due to two business combinations with Manage.com Inc. and Storetail Marketing Services SAS. The total consideration paid was $60.0 million for the acquisition of Manage financed by available cash resources. The total consideration paid for the acquisition of Storetail was $47.8 million ( €41.3 million ) composed as follows : $43.7 million ( €37.7 million ) financed by available cash resources at the acquisition date and $4.1 million ( €3.6 million ) as deferred consideration, due at the end of a 2 year period. These transactions have been accounted for as a business combination under the acquisition method of accounting. The purchase prices allocation is in progress. A preliminary valuation of the fair value of Manage's and Storetail's assets acquired and liabilities assumed have been performed as of December 31, 2018. Once these valuation analyzes are finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. As regards Manage, a technology and customer relationships assets of $9.8 million and $7.3 million , respectively, and related deferred tax liability of $4.4 million have been preliminary identified resulting in a provisional goodwill of $45.6 million . As regards Storetail, a technology and related marketing solution of $14.2 million ( €12.2 million ) and related deferred tax liability of $4.1 million ( €3.6 million ) have been preliminary identified resulting in a provisional goodwill of $32.3 million ( €27.8 million ). In addition, acquisition costs amounting to $1.7 million were fully expensed as incurred. Additions to goodwill in 2017 were due to the finalization of the purchase price accounting of the Monsieur Drive and HookLogic acquisitions. On November 9, 2016, we completed the acquisition of all of the outstanding shares of Hooklogic, a New York-based company connecting many of the world's largest ecommerce retailers with consumer brand manufacturers. The total consideration paid was $249.0 million following a price adjustment for working capital in 2017. As a result of the purchase price allocation, technology of $15.1 million , customer relationships of $78.3 million and related deferred tax liability of $32.1 million were identified. Residual goodwill was recognized for $188.6 million . Acquisition costs amounting to $2.2 million were expensed as incurred. In addition, no triggering events have occurred that would indicate impairment in the balance of goodwill. |
Non-Current Financial Assets
Non-Current Financial Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Non-Current Financial Assets | Non-Current Financial Assets Non-current financial assets are mainly composed of (i) an interest-bearing bank deposit amounting to $6.4 million , which is pledged to the benefit of a bank in order to secure the first-demand bank guarantee in connection with our headquarters premises, and (ii) guarantee deposits for office rentals in France, Spain, the United Kingdom, the United States, Japan and Singapore. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 Charges 383 1,141 1,524 Provision used (227 ) — (227 ) Provision released not used (128 ) (92 ) (220 ) Currency translation adjustments 32 35 67 Balance at January 1, 2018 $ 545 $ 1,253 $ 1,798 Charges 325 1,868 2,193 Provision used (180 ) (220 ) (400 ) Provision released not used (404 ) (456 ) (860 ) Currency translation adjustments (42 ) (49 ) (91 ) Balance at December 31, 2018 $ 244 $ 2,396 $ 2,640 - of which current $ 244 $ 2,396 $ 2,640 The amount of the provisions represent management’s best estimate of the future outflow. Commitments and contingencies Operating Lease Arrangements Future payment obligations under non-cancellable operating leases as of December 31, 2018 are listed below: Less than 1 year 1 to 5 years 5 years + Total (in thousands) Minimum payments for property leases $ 34,013 $ 72,906 $ 27,469 $ 134,388 Minimum payments for hosting services 46,929 37,226 — 84,155 Operating Lease Expenses Operating expenses relating to our offices totaled $32.1 million , $35.4 million and $37.9 million for the years ended December 31, 2016, 2017, and 2018, respectively. Expenses relating to hosting services totaled $42.0 million , $57.9 million , and $54.8 million for the years ended December 31, 2016, 2017, and 2018, respectively. Purchase Obligations As of December 31, 2018 , we had $19.0 million of other non-cancellable contractual obligations, primarily related to software licenses and maintenance. Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts As mentioned in Note 13, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ( $400.7 million ). We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. We are authorized to draw up to a maximum of €21.5 million ( $24.6 million ) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2018 , we had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice. Contingencies From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities are presented in the following table: Year Ended December 31, 2017 2018 (in thousands) Clients' prepayments $ 23,857 $ 10,328 Credit notes 9,638 13,183 Accounts payable relating to capital expenditures 30,736 21,454 Other creditors 740 1,527 Deferred revenue 706 623 Total $ 65,677 $ 47,115 The changes in "Clients' prepayments" mainly related to the customers' cash advances for the Criteo Retail Media travel business disposed in the first quarter of 2018. The changes in "Accounts payable relating to capital expenditures" mainly related to significant data center equipment acquired in 2017 and paid during the year. |
Financial Liabilities
Financial Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | Financial Liabilities We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. Our loans and RCF agreements are presented in the table below: Nominal/ Authorized amounts (RCF Only) Amount drawn as of December 31, 2018 (RCF only) Amount Outstanding as of December 31, 2018 Nature (in thousands) Interest rate Settlement date BPI Loan - February 2014 NA NA $ 1,718 Fixed: 2.09% May 2021 Other BPI Loans NA NA $ 986 — % 2023 and after Other Loans NA NA $ 169 — % 2024 Bank Syndicate RCF - September 2015 € 350,000 $— $— Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio March 2022 In September 2015, Criteo entered into a five year revolving credit facility for general corporate purposes, including acquisitions, for a maximum amount of €250 million ( $286.2 million ), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers). In 2017, this agreement was amended by, among other things, increasing the amount of facility from €250.0 million ( $286.2 million ) to €350.0 million ( $400.7 million ) and extending the term of the contract from 2020 to 2022. This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a margin to be adjusted on the basis of the leverage ratio. Besides this RCF agreement, Criteo is part of many credit lines it entered into or maintained following acquisitions. Criteo specifically has agreements with Bpifrance Financement (French Public Investment Bank) for a total amount outstanding as of December 31, 2018 of €2.4 million ( $2.7 million ). All of these loans and revolving 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 September 2015 revolving credit facility which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2018 , we were in compliance with the required leverage ratio. The following table shows the maturity of our financial liabilities: Maturity Carrying value 2019 2020 2021 2022 2023 2024 (in thousands) Borrowings $ 2,941 $ 899 $ 926 $ 583 $ 268 $ 265 $ — Other financial liabilities 567 119 448 — — — — Financial liabilities 3,508 1,018 1,374 583 268 265 — |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Employee Benefits Defined Benefit Plans According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement. The following table summarizes the changes in the projected benefit obligation: Year Ended December 31, 2016 2017 2018 (in thousands) Projected benefit obligation present value - beginning of period $ 1,445 $ 3,221 $ 5,149 Service cost 524 1,231 1,690 Interest cost 37 66 86 Actuarial losses (gains) 1,335 103 (1,235 ) Change in consolidation scope 19 — 98 Currency translation adjustment (139 ) 528 (251 ) Projected benefit obligation present value - end of period $ 3,221 $ 5,149 $ 5,537 The Company does not hold any plan assets for any of the periods presented. The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2016 2017 2018 Discount rate (Corp AA) 1.9% 1.7% 2.1% Expected rate of salary increase 5.0% 5.0% 5.0% Expected rate of social charges 49.0% - 51.0% 49.0% - 50.0% 49.0% - 50.0% Expected staff turnover 0 - 10.5% 0 - 10.5% 0 - 10.5% Estimated retirement age Progressive table Progressive table Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted Defined Contribution Plans The total expense represents contributions payable to these plans by us at specified rates. In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year.The main contributions concern France, the United States, for 401k plans, and the United Kingdom. Year Ended December 31, 2016 2017 2018 (in thousands) Defined contributions plans included in personnel expenses $ (11,061 ) $ (14,345 ) $ (16,912 ) |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Shares | Common shares Change in Number of Shares Number of ordinary shares Balance at January 1, 2017 63,978,204 Issuance of shares under share option and free share plans (1) 2,106,893 Balance at December 31, 2017 66,085,097 Issuance of shares under share option and free share plans (2) 1,466,247 Balance at December 31, 2018 before Storetail deferred consideration and Share repurchase program 67,551,344 Storetail deferred consideration (see Note 2. Significant Events and Transactions of the Period) 156,859 Balance at December 31, 2018 after Storetail deferred consideration and before Share repurchase program 67,708,203 Share repurchase program (see Note 2. Significant Events and Transactions of the Period) (3,459,119 ) Balance at December 31, 2018 64,249,084 (1) Adopted by the Board of Directors on March 1, 2017, April 27, 2017, June 30, 2017, July 27, 2017, October 26, 2017 and December 13, 2017. (2) Adopted by the Board of Directors on March 1, 2018, March 16, 2018, April 25, 2018, June 26, 2018, July 26, 2018, July 27, 2018, October 25, 2018 and December 12, 2018. |
Revenue Revenue
Revenue Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Adoption of ASC Topic 606, “Revenue from contracts with customers” On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements. Revenue Recognition We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients. We offer two families of solutions to our commerce and brand clients: • Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments. • Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals. In conjunction with expanding our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click. We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application. For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to an user. For this pricing model, we recognize revenue when an advertisement is displayed. We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis. Disaggregation of revenue 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 (in thousands) December 31, 2016 $ 730,873 $ 660,523 $ 407,750 $ 1,799,146 December 31, 2017 990,424 808,961 497,307 2,296,692 December 31, 2018 $ 954,073 $ 839,825 $ 506,416 $ 2,300,314 Excluding our historical solution for driving Conversion through Criteo Marketing Solution (formerly called Criteo Dynamic Retargeting), no individual solution accounted for more than 10% of total consolidated revenue for the periods presented. Customer Credit Notes We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration. Deferred Revenues We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered. Practical Expedients We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses. |
Nature of Expenses Allocated by
Nature of Expenses Allocated by Function | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Nature of Expenses Allocated by Function | Nature of Expenses Allocated by Function Nature of Expenses Allocated to Cost of Revenue Year Ended December 31, 2016 2017 2018 (in thousands) Traffic acquisition costs $ (1,068,911 ) $ (1,355,556 ) $ (1,334,334 ) Other cost of revenue (85,260 ) (121,641 ) (131,744 ) Hosting costs (41,978 ) (57,895 ) (54,764 ) Depreciation and amortization (38,469 ) (54,219 ) (67,346 ) Data acquisition (122 ) (269 ) (282 ) Other cost of sales (4,691 ) (9,258 ) (9,352 ) Total cost of revenue $ (1,154,171 ) $ (1,477,197 ) $ (1,466,078 ) Nature of Expenses Allocated to Research and Development Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (86,389 ) $ (125,662 ) $ (130,696 ) Personnel expense excluding equity awards compensation expense and research tax credit (79,222 ) (110,939 ) (120,024 ) Equity awards compensation expense (12,108 ) (21,012 ) (21,359 ) Research tax credit 4,941 6,289 10,687 Other cash operating expenses (29,867 ) (34,073 ) (37,119 ) Subcontracting and other headcount related costs (14,713 ) (19,437 ) (15,129 ) Rent and facilities costs (10,939 ) (11,466 ) (14,201 ) Consulting and professional fees (2,423 ) (2,680 ) (3,320 ) Marketing costs (953 ) (909 ) (4,976 ) Other (839 ) 419 507 Other non-cash operating expenses (7,393 ) (14,190 ) (11,448 ) Depreciation and amortization (7,211 ) (13,420 ) (10,602 ) Net change in other provisions (182 ) (770 ) (846 ) Total research and development expenses $ (123,649 ) $ (173,925 ) $ (179,263 ) Nature of Expenses Allocated to Sales and Operations Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (185,065 ) $ (245,481 ) $ (244,256 ) Personnel expense excluding equity awards compensation expense (168,227 ) (214,750 ) (215,615 ) Equity awards compensation expense (16,838 ) (30,731 ) (28,641 ) Other cash operating expenses (84,127 ) (105,714 ) (104,960 ) Subcontracting and other headcount related costs (22,460 ) (29,053 ) (25,706 ) Rent and facilities costs (29,968 ) (32,952 ) (32,398 ) Marketing costs (15,225 ) (20,650 ) (17,864 ) Consulting and professional fees (1,785 ) (5,605 ) (5,330 ) Operating taxes (12,963 ) (14,120 ) (11,788 ) Other including bad debt expense (1,726 ) (3,334 ) (11,874 ) Other non-cash operating expenses (13,661 ) (29,454 ) (23,491 ) Depreciation and amortization (7,757 ) (19,844 ) (18,245 ) Net change in provisions for doubtful receivables (5,433 ) (8,493 ) (5,453 ) Net change in other provisions (471 ) (1,117 ) 207 Total sales and operations expenses $ (282,853 ) $ (380,649 ) $ (372,707 ) Nature of Expenses Allocated to General and Administrative Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (60,899 ) $ (74,420 ) $ (76,476 ) Personnel expense excluding equity awards compensation expense (46,586 ) (54,551 ) (59,876 ) Equity awards compensation expense (14,313 ) (19,869 ) (16,600 ) Other cash operating expenses (52,867 ) (46,271 ) (48,687 ) Subcontracting and other headcount related costs (22,990 ) (15,583 ) (16,638 ) Rent and facilities costs (9,516 ) (9,846 ) (11,081 ) Marketing costs (626 ) (806 ) (1,061 ) Consulting and professional fees (18,298 ) (16,693 ) (18,163 ) Other (1,437 ) (3,343 ) (1,744 ) Other non-cash operating expenses (3,703 ) (6,386 ) (9,996 ) Depreciation and amortization (3,342 ) (5,738 ) (7,306 ) Net change in other provisions (361 ) (648 ) (2,690 ) Total general and administrative expenses $ (117,469 ) $ (127,077 ) $ (135,159 ) Restructuring included by function 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 twelve months ended December 31, 2017, as follows: Twelve Months Ended December 31, 2017 (in thousands) Severance costs $ 802 Facility Exit Costs 2,265 Other 232 Total restructuring costs $ 3,299 For the twelve months ended December 31, 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 December 31, 2017 included in other current liabilities on the balance sheet: Restructuring Liability (in thousands) Restructuring liability - January 1, 2017 $ — Restructuring charges 3,299 Amounts paid (2,855 ) Other (12 ) Restructuring liability - December 31, 2017 $ 432 No additional charges related to restructuring were recorded in the twelve months ended December 31, 2018, and the remaining $0.4 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2018. Discontinuation of Criteo Predictive Search On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. As such, we have recorded $4.1 million in restructuring charges for the twelve months ended December 31, 2017. In 2018, we recognized a gain of $0.1 million . This gain was due to a reduction of share-based compensation expenses due to forfeitures which was partially offset by additional charges for facilities and employee severance agreements. Twelve Months Ended December 31, 2017 December 31, 2018 (in thousands) Severance costs $ 2,602 $ 127 Facility Exit Costs — 297 Other 1,455 (477 ) Total restructuring costs $ 4,057 $ (53 ) For the twelve months ended December 31, 2017, $2.9 million was included in Research and Development expenses and $1.1 million in Sales and Operations expenses. Other costs include the write-off of acquisition related intangible assets of $2.2 million slightly offset by a reduction of share based compensation expenses of $0.7 million due to forfeitures. For the twelve months ended December 31, 2018, $0.2 million was included in Sales and Operations expenses and $(0.3) million in Research and Development expenses. Other costs relate to a reduction of share-based compensation expenses of $(0.5) million due to forfeitures. The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet: Restructuring Liability 2017 2018 (in thousands) Restructuring liability - January 1 $ — $ 2,351 Restructuring charges 4,057 (53 ) Amounts paid (251 ) (2,271 ) Other (1,455 ) 477 Restructuring liability - December 31 $ 2,351 $ 504 |
Allocation of Personnel Expense
Allocation of Personnel Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Allocation of Personnel Expenses | Allocation of Personnel Expenses Allocation of Personnel Expenses By Function Year Ended December 31, 2016 2017 2018 (in thousands) Research and development expenses $ (86,389 ) $ (125,662 ) $ (130,696 ) Sales and operations expenses (185,065 ) (245,481 ) (244,256 ) General and administrative expenses (60,899 ) (74,420 ) (76,476 ) Total personnel expenses $ (332,353 ) $ (445,563 ) $ (451,428 ) Allocation of Personnel Expenses by Nature Year Ended December 31, 2016 2017 2018 (in thousands) Wages and salaries $ (220,317 ) $ (284,015 ) $ (296,336 ) Severance pay (2,726 ) (7,915 ) (6,922 ) Social charges (59,668 ) (70,130 ) (77,284 ) Other social expenses (9,913 ) (17,178 ) (14,375 ) Acquisition-related deferred price consideration (85 ) — — Equity awards compensation expense (43,259 ) (71,612 ) (66,600 ) Profit sharing (1,326 ) (1,002 ) (598 ) Research tax credit (classified as a reduction of R&D expenses) 4,941 6,289 10,687 Total personnel expenses $ (332,353 ) $ (445,563 ) $ (451,428 ) |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-Based Compensation Share Options Plans and Employee Warrants Grants (BSPCE) 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 “BSPCE”) and to implement share options, free shares plans as follows: • Issuance of 2,112,000 BSPCE, authorized at the General Meeting of Shareholders on October 24, 2008, making available up to 2,112,000 BSPCE until April 24, 2010 (“Plan 1”); • Issuance of 1,472,800 BSPCE, authorized at the General Meeting of Shareholders on April 16, 2009, making available up to 1,472,800 BSPCE until October 16, 2010 (“Plan 2”); • 1,584,000 Share Options, authorized at the General Meeting of Shareholders on September 9, 2009, making available up to 1,584,000 share options until November 8, 2012. This Plan has been amended at the General Meeting of Shareholders on November 16, 2010, making available up to 2,700,000 share options or BSPCE (“Plan 3”); • Issuance of 361,118 BSPCE, granted to Criteo co-founders at the General Meeting of Shareholders on April 23, 2010 (“Plan 4”); • 2,800,000 BSPCE or Share Options (Options de Souscription d'Actions or “OSA”) , authorized at the General Meeting of Shareholders on November 18, 2011, making available up to 2,800,000 share options or BSPCE (“Plan 5”); • 1,654,290 BSPCE or Share Options, authorized at the General Meeting of Shareholders on September 14, 2012, making available up to 1,654,290 share options or BSPCE (“Plan 6”). • 6,627,237 BSPCE or Share Options, authorized at the General Meeting of Shareholders on August 2, 2013, making available up to 6,627,237 share options or BSPCE (“Plan 7”). • 9,935,710 Share Options, authorized at the General Meeting of Shareholders on June 18, 2014, making available up to 9,935,710 share options (“Plan 8”). The Board of Directors has also authorized free shares/restricted stock units ("RSUs") to Criteo employees under presence condition and to certain senior managers, employees and members of the Management, subject to the achievement of internal performance objectives and presence condition. • 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 29, 2016 and 100,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 9”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition. • 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 28, 2017 and 120,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 10”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition. • 4,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 27, 2018 and 150,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 11”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition. Upon exercise of the BSPCE or Share Options, or the vesting of an RSU we grant beneficiaries newly issued ordinary shares of the Parent. The vesting schedule for the BSPCEs and OSAs is the following for the Plans 1, 2 and 3: • up to one third (1/3) of the BSPCE on the first anniversary of the date of grant; • up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the date of grant, and this during twenty-four ( 24 ) months thereafter. • The BSPCEs and OSAs may be exercised at the latest within ten ( 10 ) years from the date of grant. For the Plan 3 amended to Plan 11, the vesting schedule is as follows: • up to one fourth (1/4) of the BSPCE/share options on the first anniversary of the date of grant; • up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six ( 36 ) months thereafter. • The BSPCEs and OSAs may be exercised at the latest within ten ( 10 ) years from the date of grant. The vesting schedule for the RSUs is as follows: • 50% at the expiration of a two year period • 6.25% at the expiration of each quarter following the first two years-period during twenty four ( 24 ) months. When the Company was not listed, exercise prices were determined by reference to the latest capital increase as of the date of grant, unless the Board of Directors decided otherwise. Since our initial public offering, exercise prices are determined by reference to the closing share price the day before the date of the grant if higher than a floor value of 95% of the average of the closing share price for the last 20 trading days. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. Details of BSPCE / OSA / RSU plans Plans 1 & 2 Plan 3 Plan 5 Plan 6 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 Dates of grant (Boards of Directors) Oct 24, 2008 - Sept 14, 2010 Sept 9, 2009 - Sept 21, 2011 Nov 18, 2011 - May 22, 2012 Oct 25, 2012 Oct 25, 2012 - Sept 3, 2013 - April 23, 2014 July 30, 2014 - June 28, 2016 July 28, 2016 - June 27, 2017 July 27, 2017 - June 26, 2018 July 26, 2018 - December 12, 2018 Vesting period 3 years 3 - 4 years 4 years 1 year 4-5 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years Contractual life 10 years 10 years 10 years 10 years 10 years 10 years 10 years — 10 years — 10 years — 10 years — Expected option life 8 years 8 years 8 years 8 years 8 years 6 - 8 years 6 years — 6 years — 6 years — 6 years — Number of instruments granted 1,819,120 4,289,940 1,184,747 257,688 1,065,520 2,317,374 4,318,551 2,534,262 502,410 2,556,315 947,565 2,150,498 65,500 1,471,916 Type : Share Option (S.O.) / BSPCE / RSU BSPCE BSCPCE & OSA BSCPCE & OSA BSPCE BSCPCE & OSA BSCPCE & OSA OSA RSU OSA RSU OSA RSU OSA RSU Share entitlement per option 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Exercise price €0.45 - €0.20 - €5.95 €8.28 €8.28 - €12.08 - €22.95 - — €38.20 - €43.45 — €24.63 - €28.69 — €18.72 — Valuation method Black & Scholes Grant date share fair value €0.20 - €0.20 - €4.98 €6.43 €5.45 - €12.08 - €22.50 - €35.18 - €38.20 - €43.45 €33.98 - €24.63 - €28.69 €22.92 - €44.37 €18.72 €17.98 - €30.80 Expected volatility (1) 53.0% - 55.7% 55.2% - 57.8% 52.1% - 52.9% 50.2% 49.6% - 50.2% 44.2% - 50.1% 39.4% - 44.5% — 40.6% - 41.3% — 41.0% - 41.5% — 40.7% — Discount rate (2) 2.74% - 4.10% 2.62% - 3.76% 2.79% - 3.53% 2.2% 1.80% - 2.27% 1.20% - 2.40% 0.00% - 0.71% NA NA N/A 0.6% - 0.7% N/A 0.9% N/A Performance conditions No Yes (A) No Yes (B) No No No Yes (C) No Yes (D) (E) No No No Yes (F) Fair value per option / RSU €0.08 - €0.08 - €2.75 - €3.28 €3.28 - €6.85 - €9.47 - €26.16 - €14.49 - €16.82 €33.98 - €9.85 - €11.40 €22.92 - €44.37 € 6.94 €17.98 - €30.80 (1) Based on similar listed entities. (2) Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten -year maturity (“TEC 10 OAT floating-rate bonds”). (A) Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012. (B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one -year period. This assumption was confirmed in 2013. (C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. (D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017. (E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.This assumption was confirmed in 2018. (F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. Change in Number of outstanding BSPCE / OSA / RSU OSAs RSUs Total Balance at January 1, 2016 6,547,854 1,095,585 7,643,439 Granted 576,443 2,584,240 3,160,683 Exercised (1,470,323 ) — (1,470,323 ) Forfeited (693,882 ) (436,546 ) (1,130,428 ) Expired — — — Balance at December 31, 2016 4,960,092 3,243,279 8,203,371 Granted 355,010 1,891,702 2,246,712 Exercised (BSPCE and OSA) (1,668,838 ) — (1,668,838 ) Vested (RSU) — (379,135 ) (379,135 ) Forfeited (453,556 ) (543,338 ) (996,894 ) Expired — — — Balance at December 31, 2017 3,192,708 4,212,508 7,405,216 Granted 1,013,065 3,133,644 4,146,709 Exercised (BSPCE and OSA) (137,348 ) — (137,348 ) Vested (RSU) — (1,362,873 ) (1,362,873 ) Forfeited (880,960 ) (1,203,142 ) (2,084,102 ) Expired — — — Balance at December 31, 2018 3,187,465 4,780,137 7,967,602 Breakdown of the Closing Balance Plans 1 & 2 Plan 3 Plan 5 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 RSUs Total Balance at December 31, 2016 Number outstanding 54,154 175,693 513,067 399,441 750,528 2,942,834 124,375 — — 3,243,279 8,203,371 Weighted-average exercise price € 1.24 € 3.29 € 5.95 € 9.77 € 18.13 € 31.32 € 38.20 € — € — € — € 23.92 Number exercisable 54,154 175,693 513,067 325,596 504,262 1,135,634 — — — — 2,708,406 Weighted-average exercise price € 1.24 € 3.29 € 5.95 € 9.66 € 17.94 € 28.96 € — € — € — € — € 17.73 Weighted-average remaining contractual life 2.9 years 4.3 years 5.2 years 6.1 years 6.8 years 8.2 years 9.6 years 0 0 — 6.9 years Balance at December 31, 2017 Number outstanding 15,020 89,921 251,306 70,803 372,590 1,929,403 463,665 — — 4,212,508 7,405,216 Weighted-average exercise price € 0.87 € 4.03 € 5.95 € 9.65 € 17.70 € 32.07 € 42.04 € — € — € — € 28.33 Number exercisable 15,020 89,921 251,306 70,803 359,702 1,145,511 38,867 — — — 1,971,130 Weighted-average exercise price € 0.87 € 4.03 € 5.95 € 9.65 € 17.31 € 30.88 € 38.20 € — € — € — € 23.16 Weighted-average remaining contractual life 1.6 years 3.4 years 4.3 years 5.1 years 5.8 years 7.2 years 9.2 years — — — 6.9 years Balance at December 31, 2018 Number outstanding 3,600 67,751 242,613 41,338 306,172 1,599,033 328,726 532,732 65,500 4,780,137 7,967,602 Weighted-average exercise price € 0.70 € 4.43 € 5.95 € 9.26 € 17.95 € 30.99 € 41.75 € 25.79 € 18.72 € — € 26.94 Number exercisable 3,600 67,751 242,613 41,338 306,172 1,417,904 161,658 — — — 2,241,036 Weighted-average exercise price € 0.70 € 4.43 € 5.95 € 9.26 € 17.95 € 30.04 € 41.37 € — € — € — € 25.39 Weighted-average remaining contractual life 1.2 years 2.4 years 3.3 years 4.0 years 4.9 years 6.2 years 8.2 years 9.3 years 9.8 years — 6.7 years Non-Employee Warrants (Bons de Souscription d’Actions or BSA) In addition to the RSUs, share options and BSPCE grants, the shareholders of the Parent also authorized the grant of non-employee warrants or Bons de Souscription d’Actions (“BSA”), as indicated below: • Plan A : up to one-eight (1/8) at the expiration of each quarter following the date of grant, and this during twenty-four ( 24 ) months; and at the latest within ten ( 10 ) years as from the date of grant. • Plan B : up to one third (1/3) of the non-employee warrants on the first anniversary of the date of grant; then up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the beginning of the vesting period, and this during twenty-four ( 24 ) months thereafter; and at the latest within ten ( 10 ) years as from the date of grant. • Plan C : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four ( 24 ) months, and at the latest within ten ( 10 ) years as from the date of grant. • Plan D (member of the advisory board) : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four ( 24 ) months; and at the latest within ten ( 10 ) years as from the date of grant. • Plan D (not member of the advisory board) : one-third (1/3) at the date of grant; one third (1/3) at the first anniversary of the date of grant; one third (1/3) at the second anniversary of the date of grant; and at the latest within ten ( 10 ) years as from the date of grant. • Plans E, F, G and H : up to one four th (1/4) of the non-employee warrants on the first anniversary of the date of grant; up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six ( 36 ) months thereafter; and at the latest within ten ( 10 ) years from the date of grant. Upon exercise of the non-employee warrants, we offer settlement of the warrants in newly issued ordinary shares of the Parent. Details of Non-Employee Warrants Plan A Plan B Plan C Plan D Plan E Plan F Plan G Plan H Dates of grant November 17, 2009 March 11, 2010 November 16, 2010 - September 21, 2011 October 25, 2012 - March 6, 2013 March 19, 2015 - October 29, 2015 April 20, 2016 - March 1, 2017 July 27, 2017 - October 26, 2017 October 25, 2018 Vesting period 2 years 3 years 2 years 2 years 1 - 4 years 1 - 4 years 1 - 4 years 1 - 4 years Contractual life 10 years 10 years 10 years 10 years 10 years 10 years 10 years 10 years Number of warrants granted 231,792 277,200 192,000 125,784 38,070 59,480 46,465 125,000 Share entitlement per warrant 1 1 1 1 1 1 1 1 Share warrant price €0.02 €0.07 - €0.11 €0.04 - €0.30 €0.43 - €0.48 €9.98 - €16.82 €13.89 - €17.44 €13.88 - €17.55 € 6.91 Exercise price €0.70 €0.70 €0.70 - €5.95 €8.28 - €9.65 €35.18 - €41.02 €33.98 - €43.42 €35.80 - €44.37 € 19.71 Valuation method Binomial method Grant date share fair value €0.20 €0.70 €0.70 - €4.98 €6.43 - €9.65 €35.18 - €41.02 €33.98 - €44.33 €35.80 - €44.37 € 19.71 Expected volatility (1) 55.7 % 55.2 % 53.5% - 55.0% 50.0% - 50.2% 39.9 % 40.6% - 40.9% 41.0% - 41.3% 40.7 % Discount rate (2) 3.58 % 3.44 % 2.62% - 3.38% 2.13% - 2.27% 0% - 0.52% 0.10% - 0.66% 0.54% - 0.60% 0.6 % Performance conditions No Yes (A) No No No No No No Fair value per warrant €0.05 €0.33 - €0.38 €0.40 - €2.58 €2.85 - €4.98 €9.98 - €16.82 €13.89 - €14.55 €13.88 - €17.55 € 6.91 (1) Based on similar listed entities. (2) Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”). (A) All the performance conditions were achieved during the period ended December 31, 2010. Changes in Number of Non-Employee Warrants Balance at January 1, 2016 154,910 Granted 48,655 Exercised (37,000 ) Forfeited 21,560 Balance at December 31, 2016 188,125 Granted 57,290 Exercised (59,139 ) Forfeited — Balance at December 31, 2017 186,276 Granted 125,000 Exercised — Forfeited (19,606 ) Balance at December 31, 2018 291,670 Breakdown of the Closing Balance Non-employee warrants Balance at December 31, 2016 Number outstanding 188,125 Weighted-average exercise price € 19.04 Number exercisable 117,096 Weighted-average exercise price € 11.73 Weighted-average remaining contractual life 7.3 years Balance at December 31, 2017 Number outstanding 186,276 Weighted-average exercise price € 23.93 Number exercisable 86,385 Weighted-average exercise price € 15.86 Weighted-average remaining contractual life 7.6 years Balance at December 31, 2018 Number outstanding 291,670 Weighted-average exercise price € 13.02 Number exercisable 108,780 Weighted-average exercise price € 18.95 Weighted-average remaining contractual life 7.9 years Reconciliation with the Consolidated Statements of Income Balance for the year ended December 31, 2016 Balance for the year ended December 31, 2017 Balance for the year ended December 31, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total R&D S&O G&A Total RSUs (9,178 ) (12,705 ) (7,287 ) (29,170 ) (19,377 ) (30,753 ) (13,295 ) (63,425 ) (20,499 ) (27,025 ) (12,179 ) (59,703 ) Share options / BSPCE (2,930 ) (4,133 ) (5,356 ) (12,419 ) (1,635 ) 22 (4,870 ) (6,483 ) (860 ) (1,616 ) (2,938 ) (5,414 ) Plan 5 (8 ) (27 ) (7 ) (42 ) — — — — — — — — Plan 6 (35 ) (20 ) (162 ) (217 ) (7 ) 1 (15 ) (21 ) — — — — Plan 7 (234 ) 239 (194 ) (189 ) (52 ) 224 (35 ) 137 (2 ) (1 ) (1 ) (4 ) Plan 8 (2,587 ) (4,258 ) (4,638 ) (11,483 ) (1,085 ) 186 (2,883 ) (3,782 ) 169 (553 ) (493 ) (877 ) Plan 9 (66 ) (67 ) (355 ) (488 ) (491 ) (389 ) (1,937 ) (2,817 ) (495 ) (461 ) (902 ) (1,858 ) Plan 10 — — — — — — — — (532 ) (601 ) (1,485 ) (2,618 ) Plan 11 — — — — — — — — — — (57 ) (57 ) Total share-based compensation (12,108 ) (16,838 ) (12,643 ) (41,589 ) (21,012 ) (30,731 ) (18,165 ) (69,908 ) (21,359 ) (28,641 ) (15,117 ) (65,117 ) BSAs — — (1,670 ) (1,670 ) — — (1,704 ) (1,704 ) — — (1,483 ) (1,483 ) Total equity awards compensation expense $ (12,108 ) $ (16,838 ) $ (14,313 ) $ (43,259 ) $ (21,012 ) $ (30,731 ) $ (19,869 ) $ (71,612 ) $ (21,359 ) $ (28,641 ) $ (16,600 ) $ (66,600 ) |
Financial Income and Expenses
Financial Income and Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Financial Income and Expenses | Financial Income and Expenses The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows: Year Ended December 31, 2016 2017 2018 (in thousands) Financial income from cash equivalents $ 1,352 $ 883 $ 1,055 Interest and fees (2,367 ) (2,856 ) (2,107 ) Interest on debt (1,134 ) (2,459 ) (1,796 ) Fees (1,233 ) (397 ) (311 ) Foreign exchange (loss) gain 506 (7,495 ) (3,945 ) Other financial expense (37 ) (66 ) (87 ) Total financial income (expense) $ (546 ) $ (9,534 ) $ (5,084 ) The $5.1 million financial expense for the period ended December 31, 2018 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing. The intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the Hooklogic acquisition is qualified as a net investment in a foreign operation from February 2018 and no longer requires hedging, resulting in reduced costs compared to the same period ended December 31, 2018. At December 31, 2018, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. The $9.5 million financial expense for the period ended December 31, 2017 resulted from (i) the interest incurred as a result of the $75.0 million drawn on the revolving credit facility entered into in September 2015 (as amended in March 2017) (ii) foreign exchange loss due to 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 (iii) the non-utilization fees incurred as part of our available RCF financing. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Breakdown of Income Taxes The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows: Year Ended December 31, 2016 2017 2018 (in thousands) Current income tax $ (43,153 ) $ (44,920 ) $ (54,301 ) France (20,204 ) (29,193 ) (37,223 ) International (22,949 ) (15,727 ) (17,078 ) Net change in deferred taxes 10,024 13,269 8,157 France 2,654 (1,080 ) 11,155 International 7,370 14,349 (2,998 ) Provision for income tax $ (33,129 ) $ (31,651 ) $ (46,144 ) As mentioned in Note 1 (Principles and Accounting Methods), the French Research Tax Credit is not included in the line item “Provision for income taxes” but is deducted from “Research and development expenses” (see Note 18 - Allocation of Personnel Expenses) unlike the U.S. Research Tax Credit for an amount of $4.6 million and $6.4 million for the year ended December 31, 2017 and 2018, respectively. French business tax, CVAE, is included in the current tax balance for an amount of $4.1 million , $5.5 million and $5.9 million , for the years ended December 31, 2016 , 2017 and 2018 , respectively. Income before taxes included income from France of $79.4 million , $150.7 million and $130.7 million for the periods ended December 31, 2016 , 2017 and 2018 respectively. Income before taxes from countries outside of France totaled $41.1 million , $(22.4) million and $11.3 million for the periods ended December 31, 2016 , 2017 and 2018 , respectively. Reconciliation between the Effective and Nominal Tax Expense The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excluding additional contributions): Year Ended December 31, 2016 2017 2018 (in thousands) Income before taxes $ 120,458 $ 128,310 $ 142,023 Theoretical group tax-rates 34.43 % 34.43 % 34.43 % Nominal tax expense (41,474 ) (44,177 ) (48,899 ) Increase / decrease in tax expense arising from: Research tax credit (1) 1,701 6,829 10,211 Net effect of shared-based compensation (2) (8,957 ) (605 ) (17,674 ) Other permanent differences (3) (3,518 ) (5,717 ) (11,982 ) Non recognition of deferred tax assets related to tax losses and temporary differences (4) (7,738 ) (14,356 ) (11,664 ) Utilization or recognition of previously unrecognized tax losses (5) 13,366 4,888 4,461 French CVAE included in income taxes (3,165 ) (2,867 ) (3,849 ) Special tax deductions (6) 20,022 29,410 38,577 Effect of different tax rates (7) (1,108 ) (6,667 ) (377 ) Other differences (2,258 ) 1,611 (4,948 ) Effective tax expense $ (33,129 ) $ (31,651 ) $ (46,144 ) Effective tax rate 27.5 % 24.7 % 32.5 % Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.” (1) Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes". (2) While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation. The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion. (3) Mainly related to employee costs, depreciation expenses and intercompany transactions. (4) Deferred tax assets on which a valuation allowance has been recognized mainly relate to Criteo Ltd, Criteo Corp, Criteo Singapore Pte. Ltd, Criteo do Brasil LTDA and Criteo Pty. (5) In 2016 recognition of previously unrecognized tax losses related to Criteo Corp. (6) Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries. (7) In 2017, mainly related to difference in income tax rate between the Group theoretical rate and Criteo Corp including Hooklogic after the decrease of the U.S. federal income tax rate from 34% to 21% as a result of the 2017 Tax cut and Jobs Act. Deferred Tax Assets and Liabilities The following table shows the changes in the major sources of deferred tax assets and liabilities: (in thousands) Year ended December 31, 2016 Change recognized in profit or loss Change recognized in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2017 Deferred tax assets: Net operating loss carryforwards $ 26,463 $ 3,404 $ — $ 6,294 $ 246 $ 865 $ 37,272 Intangibles (631 ) 11,176 — (31,936 ) — (271 ) (21,662 ) Stock compensation — 4,757 10,643 — — — 15,400 Bad debt allowance 1,809 1,173 — 97 — 10 3,089 Personnel-related accruals 7,770 (2,055 ) — 467 165 160 6,507 Other accruals 4,374 385 — 10 — 145 4,914 Projected benefit obligation 1,207 453 35 — (110 ) 189 1,774 Financial instruments 678 (2,399 ) — — — (55 ) (1,776 ) Other 8,095 4,209 — (769 ) (83 ) 821 12,273 Valuation allowance (19,821 ) (7,834 ) — (5,653 ) (218 ) (1,541 ) (35,067 ) Net Deferred Income Taxes 29,944 13,269 10,678 (31,490 ) — 323 22,724 On December 22, 2017, the 2017 Tax Cuts and Jobs Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the federal income tax rate to 21% effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, our U.S. deferred taxes at December 31, 2017, were revalued and recognizes the effect of the tax law changes in the period of enactment. (in thousands) Year ended December 31, 2017 Change recognized in profit or loss Change recognized in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 37,272 $ 18,715 $ — $ 1,697 $ (820 ) $ (1,506 ) $ 55,358 Intangibles (21,662 ) 5,215 — (9,150 ) — 252 (25,345 ) Stock compensation 15,400 (960 ) — (40 ) — — 14,400 Bad debt allowance 3,089 840 — — — (50 ) 3,879 Personnel-related accruals 6,507 944 — — — (134 ) 7,317 Other accruals 4,914 (588 ) — — (44 ) (381 ) 3,901 Projected benefit obligation 1,774 612 (425 ) 34 (2 ) (86 ) 1,907 Financial instruments (1,776 ) 1,145 — — (1 ) 46 (586 ) Other 12,273 (7,694 ) — (14 ) 882 32 5,479 Valuation allowance (35,067 ) (10,072 ) 107 562 (13 ) 1,297 (43,186 ) Net Deferred Income Taxes 22,724 8,157 (318 ) (6,911 ) 2 (530 ) 23,124 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As at December 31, 2016 , 2017 and 2018 , the valuation allowance against net deferred income taxes amounted to $19.9 million , $35.1 million and $43.2 million , which related mainly to Criteo Corp. ( $0.9 million , $14.7 million and $18.6 million , respectively), Criteo do Brasil ( $3.6 million , nil and $3.6 million , respectively), Criteo Ltd ( $4.7 million , $6.3 million and $7.2 million , respectively), Criteo China ( $3.7 million , $6.5 million and $3.5 million , respectively) and Criteo France ( $3.0 million , $2.9 million and $3.9 million , respectively). The main change that occurred in 2018 mainly relate to the deferred tax liabilities on Storetail and Manage intangible assets recognized in the context of the preliminary purchase price allocations ("Change in consolidation scope") . In accordance with ASC 740 - Income taxes , no uncertain tax positions were identified as of December 31, 2018. The Company has various net operating loss carryforwards in the U.S. and China for $6.6 million and $3.2 million , respectively, which begin to expire in 2030 and 2019, respectively. The Company has net operating loss carryforwards in the United Kingdom of $6.8 million which have no expiration date. Current tax assets The balance mainly related to the U.S. research tax credit receivable. Ongoing tax audits As a multinational corporation, we are subject to regular review and audit by U.S. federal and state, and foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate. In September 27, 2017, we received a draft notice of proposed adjustment "NOPA" from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. Although we disagree with the IRS's position and are currently contesting this issue, the ultimate resolution of this litigation is uncertain and, if resolved in a manner unfavorable to us, could result in an additional federal tax liability of an estimated maximum aggregate amount of approximately $15.0 million , excluding related fees, interest and penalties. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic Earnings Per Share We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding. Year Ended December 31, 2016 2017 2018 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 82,272 $ 91,214 $ 88,644 Weighted average number of shares outstanding (note 16) 63,337,792 65,143,036 66,456,890 Basic earnings per share $ 1.30 $ 1.40 $ 1.33 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 19). There were no other potentially dilutive instruments outstanding as of December 31, 2016 , 2017 and 2018 . Consequently all potential dilutive effects from shares are considered. For each period presented, a contract to issue a certain number of shares (i.e. share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price). Year Ended December 31, 2016 2017 2018 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 82,272 $ 91,214 $ 88,644 Weighted average number of shares outstanding of Criteo S.A. 63,337,792 65,143,036 66,456,890 Dilutive effect of : Restricted share awards 253,728 1,401,957 786,932 Share options and BSPCE 1,958,728 1,239,149 382,512 Share warrants 83,222 67,829 36,570 Weighted average number of shares outstanding used to determine diluted earnings per share 65,633,470 67,851,971 67,662,904 Diluted earnings per share $ 1.25 $ 1.34 $ 1.31 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: Year Ended December 31, 2016 2017 2018 Restricted share awards 396,086 758,859 1,464,145 Share options and BSPCE 509,442 272,146 40,573 Share warrants — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 905,528 1,031,005 1,504,718 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 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 Charges 383 1,141 1,524 Provision used (227 ) — (227 ) Provision released not used (128 ) (92 ) (220 ) Currency translation adjustments 32 35 67 Balance at January 1, 2018 $ 545 $ 1,253 $ 1,798 Charges 325 1,868 2,193 Provision used (180 ) (220 ) (400 ) Provision released not used (404 ) (456 ) (860 ) Currency translation adjustments (42 ) (49 ) (91 ) Balance at December 31, 2018 $ 244 $ 2,396 $ 2,640 - of which current $ 244 $ 2,396 $ 2,640 The amount of the provisions represent management’s best estimate of the future outflow. Commitments and contingencies Operating Lease Arrangements Future payment obligations under non-cancellable operating leases as of December 31, 2018 are listed below: Less than 1 year 1 to 5 years 5 years + Total (in thousands) Minimum payments for property leases $ 34,013 $ 72,906 $ 27,469 $ 134,388 Minimum payments for hosting services 46,929 37,226 — 84,155 Operating Lease Expenses Operating expenses relating to our offices totaled $32.1 million , $35.4 million and $37.9 million for the years ended December 31, 2016, 2017, and 2018, respectively. Expenses relating to hosting services totaled $42.0 million , $57.9 million , and $54.8 million for the years ended December 31, 2016, 2017, and 2018, respectively. Purchase Obligations As of December 31, 2018 , we had $19.0 million of other non-cancellable contractual obligations, primarily related to software licenses and maintenance. Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts As mentioned in Note 13, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ( $400.7 million ). We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. We are authorized to draw up to a maximum of €21.5 million ( $24.6 million ) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2018 , we had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice. Contingencies From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties During its meeting on December 17, 2015, the Board of Directors decided to separate the functions of Chairman of the Board and Chief Executive Officer. Effective January 1, 2016, Jean-Baptiste Rudelle became Executive Chairman and Eric Eichmann was appointed Chief Executive Officer. In the exercise of his responsibilities, Mr. Eichmann was assisted by Benoit Fouilland, Chief Financial Officer, and Romain Niccoli, Chief Product Officer. On October 26, 2016, Romain Niccoli resigned as Chief Product Officer, with effect from December 31, 2016. On March 1, 2017, Mollie Spilman, Chief Operating Officer, and Dan Teodosiu, Chief Technical Officer were appointed Executive Officers. On April 25, 2018, the Board appointed Jean-Baptiste Rudelle, the Executive Chairman of Criteo S.A., as the Company's Chairman and Chief Executive Officer. On June 19, 2018 Criteo S.A. entered into a transition and separation agreement with Mr. Eric Eichmann, the Company's former Chief Executive Officer, pursuant to which Mr. Eichmann's Management Agreement with the Company has been terminated, effective as of April 25, 2018 and Mr. Eichmann will continue employment with the Company in a non-executive capacity as advisor to the Chief Executive Officer to assist with transition duties from April 25, 2018 to August 31, 2018. The Executive Officers as of December 31, 2018 were: • Jean-Baptiste Rudelle - Executive Chairman • Benoit Fouilland - Chief Financial Officer • Mollie Spilman - Chief Operating Officer • Dan Teodosiu - Chief Technical Officer Total compensation for the Executive Officers, including social contributions, is summarized in the following table: Year Ended December 31, 2016 2017 2018 (in thousands) Short-term benefits (1) $ (2,755 ) $ (3,345 ) $ (3,150 ) Long-term benefits (2) (194 ) (130 ) (47 ) Shared-based compensation (7,159 ) (11,802 ) (8,016 ) Total $ (10,108 ) $ (15,277 ) $ (11,213 ) (1) wages, bonuses and other compensations (2) pension defined benefit plan For the year ended December 31, 2018 , 2017 and 2016 , there were no material related party transactions. |
Breakdown of Revenue and Non-Cu
Breakdown of Revenue and Non-Current Assets by Geographical Area | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Breakdown of Revenue and Non-Current Assets by Geographical Area | 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 (in thousands) December 31, 2016 $ 730,873 $ 660,523 $ 407,750 $ 1,799,146 December 31, 2017 990,424 808,961 497,307 2,296,692 December 31, 2018 $ 954,073 $ 839,825 $ 506,416 $ 2,300,314 Revenue generated in France amounted to $132.2 million , $149.6 million and $153.3 million for the periods ended December 31, 2016 , 2017 and 2018 , respectively. Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2016 2017 2018 (in thousands) Americas United States $ 630,047 $ 869,004 $ 848,378 EMEA Germany 137,116 183,297 203,020 United Kingdom 115,053 115,226 97,849 Asia-Pacific Japan $ 285,959 $ 355,338 $ 351,441 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 Holding Americas United States EMEA Asia-Pacific Japan Singapore Total (in thousands) December 31, 2017 $ 100,819 $ 113,272 $ 112,685 $ 18,850 $ 25,020 $ 10,141 $ 10,085 $ 257,961 December 31, 2018 $ 123,388 $ 125,654 $ 125,312 $ 27,898 $ 19,109 $ 11,630 $ 2,992 $ 296,049 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 8th, 2019, the Board acknowledged the share capital decrease resulting from the cancellation of 1,594,288 shares and approved the related amendment of Article 6 of the Company’s by-laws reflecting such decrease. There are no other significant events that require adjustments or disclosure in the Consolidated Financial Statements. |
Principles and Accounting Met_2
Principles and Accounting Methods (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Preparation We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries. |
Consolidation Methods | Consolidation Methods We have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have been eliminated. |
Functional Currency and Translation of Financial Statements in Foreign Currency and Conversion of Foreign Currency Transactions | Functional Currency and Translation of Financial Statements in Foreign Currency The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity. Conversion of Foreign Currency Transactions Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment. |
Use of Estimates | Use of Estimates The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) allowances for doubtful accounts, (3) research tax credits (4) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect of the tax reform in France voted in December 2018, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill and intangible assets, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan. |
Business Combinations | Business combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Intangible Assets | Intangible Assets Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years, for the technology and customer relationships. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows: Servers................................................................................................... 3 to 5 years over the life of the warranty Furniture and IT equipments............................................................................................................... 3 to 5 years Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test. In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value. With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of one to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired. |
Property, Plant and Equipment and Impairment of Long-Lived Assets | Property, Plant and Equipment and Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. |
Leases | Leases The Company leases various facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessions provisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid and straight-line rent expense is recorded as a deferred rent liability in the accompanying Consolidated Statement of Financial Position. |
Financial Assets and Liabilities, Excluding Derivative Financial Instruments | Financial Assets and Liabilities, Excluding Derivative Financial Instruments Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature more than twelve months after the reporting date. Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income. Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effective interest method. We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among other factors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables. |
Derivative Financial Instruments | Derivative financial instruments We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations. We deal only with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling 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, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. During the year ended December 31, 2017 and 2018, the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows. Prior periods amounts have not been restated as the impact is immaterial. |
Fair Value Measurements | Fair value measurements Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 and level 2, respectively, for cash at hand and money market funds using quoted prices, and any changes are recognized in the Consolidated Statements of Income. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2018 and 2017 no customer accounted for 10% or more of accounts receivable. During the years ended December 31, 2018 , 2017 and 2016 , no single customer represented 10% or more of revenue. |
Employee Benefits | Employee Benefits Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions. The liability with respect to defined benefit plans is estimated using the following main assumptions: • discount rate; • future salary increases; • employee turnover; and • mortality tables. Service costs are recognized in profit or loss and are allocated by function. Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred). |
Contingencies | Contingencies We recognize if the following two conditions are met: • information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; • the amount of loss can be reasonably estimated. With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available. |
Revenue Recognition and Cost of Revenue | Revenue Recognition On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements. We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. Refer to Note 16. Revenue for further discussion regarding the adoption of ASC 606 and revenue. Cost of Revenue Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic Acquisition Costs . Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities. For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients. Other Cost of Revenue . Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue. |
Share-based Compensation | Share-Based Compensation Shares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. These awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevant formula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the Consolidated Statements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity. At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate is recognized in the Consolidated Statements of Income with a corresponding adjustment in equity. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in France for purposes of the CIR. The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit. |
Uncertain Tax Positions | Uncertain Tax Positions We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results. |
Operating Segments | Operating Segments Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance. Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration ) for the purposes of allocating resources and evaluating financial performance. We have concluded that our operations constitute one operating and reportable segment. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) are calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued. |
Recent Accounting Pronouncements | Accounting Pronouncements adopted in 2018 From January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. We adopted the new standard effective January 1, 2018 using the modified retrospective method. The adoption did not have a material impact on our financial statements. Please refer to Note.16 Revenue for further details. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory. We adopted ASU on January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). Among other clarifications, ASU 2016-15 clarifies certain items, including the classification of payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, which will now be included in the Financing Activities section in the Consolidated Statement of Cash Flows. We adopted this standard as of January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. 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 was effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted this standard as of January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. In May 2017, the FASB issued ASU 2017-09 Compensation - Stock Compensation (Topic 718) . ASU 2017-09 was issued to provide clarity and reduce diversity in practice and complexity when applying the guidance in Topic 718 to a change in terms or conditions of a share-based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions.We adopted this standard as of January 1, 2018. It did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. We will adopt Topic 842 effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. In preparation for adoption of the standard, we have implemented internal controls and key system functionality to enable the preparation of financial information.We anticipate this standard will have a material impact on our Consolidated Statement of Financial Position due to the impact of recognizing a Lease Liability and Right of Use Asset for our office and data center operating leases. We do not expect a material impact to our Consolidated Statements of Income and Cashflows. We estimate that as a result of adopting this standard, we will recognize additional debt and assets of approximately $220 million to $240 million as of January 1, 2019. 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. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-04 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 simplify the application of hedge accounting guidance in current GAAP. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-12 is not expected to have a material impact on our financial position or results of operations. In June 2018, the FASB issued ASU 2018 - 07, Improvements to Employee Sharebased Payment Accounting . The amendments in this ASU explands Topic 718 to include share base payments for goods or services to non employees. We intend to adopt the standard on the effective date of January 1, 2019. The adoption of ASU 2018-07 is not expected to have a material impact on our financial position or results of operations. In August 2018, the FASB issued ASU 2018 - 13, Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement . This ASU modifies disclosure requirements for Fair Value including 1) removing existing disclosure requirements such as reasons for transfers from 1 to 2 level, policy of timing of transfers 2) modifying existing disclosure requirements, such as a rollforward of level 3 assets, investments in entities that calculate net asset value, and the measurement uncertainty disclosure 3) Adds additional disclosures such as changes in unrealized gains and losses in OCI, and the range and weight of significant unobservable inputs. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on our financial position or results of operations. In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the account for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that the implementation costs should be capitalized. The ASU will be effective for periods after December 15, 2019. We are currently evaluating the impact on our financial position, results of operations, and statement of cash flows. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption. |
Principles and Accounting Met_3
Principles and Accounting Methods (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Ownership Interests | The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests. 2017 2018 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A (1) France 100 % 100 % 100 % 100 % Parent company French subsidiaries Criteo France SAS France 100 % 100 % 100 % 100 % Fully consolidated Criteo Finance SAS France 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services SAS France - - 100 % 100 % Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated HookLogic Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services Ltd United Kingdom - - 100 % 100 % Fully consolidated Criteo Corp United States 100 % 100 % 100 % 100 % Fully consolidated HookLogic, Inc. (2) United States - - - - Fully consolidated Manage, Inc. United States - - 100 % 100 % Fully consolidated Criteo Gmbh Germany 100 % 100 % 100 % 100 % Fully consolidated Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated Criteo Do Brasil LTDA Brazil 100 % 100 % 100 % 100 % Fully consolidated HookLogic Brasil Solucoes EM tecnologia Ltda (2) Brazil - - - - Fully consolidated Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated Criteo Pty Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated Criteo Advertising (Beijng) Co. Ltd China 100 % 100 % 100 % 100 % Fully consolidated Criteo Singapore Pte. Ltd. Singapore 100 % 100 % 100 % 100 % Fully consolidated Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated Criteo Europa S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo Espana S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Storetail Marketing Services S.L.U Spain - - 100 % 100 % Fully consolidated Criteo Canada Corp. Canada 100 % 100 % 100 % 100 % Fully consolidated Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi Turkey 100 % 100 % 100 % 100 % Fully consolidated Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated Criteo India Private Ltd. India 100 % 100 % 100 % 100 % Fully consolidated (1) including Criteo Korea and Criteo AB (Sweden) branches activities. (2) merged with Criteo Corp. and Criteo do Brasil LTDA respectively. |
Significant Events and Transa_2
Significant Events and Transactions of the Period (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Balance of Treasury Shares | As of December 31, 2018, the balance of Treasury Shares is as follows: Number of Treasury Shares Amount (in thousands) Balance at January 1, 2018 — — Treasury Shares Repurchased to potentially use for M&A 1,751,147 $ 40,000 Treasury Shares Repurchased for RSU Vesting 1,748,111 40,000 Treasury Shares Issued for RSU Vesting (40,139 ) (841 ) Balance at December 31, 2018 3,459,119 $ 79,159 |
Categories of Financial Asset_2
Categories of Financial Assets and Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets | Year Ended December 31, 2017 2018 (in thousands) Trade receivables, net of allowances $ 484,101 $ 473,901 Other taxes 58,346 53,338 Other current assets 26,327 22,816 Non-current financial assets 19,525 20,460 Total $ 588,299 $ 570,515 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | Year Ended December 31, 2017 2018 (in thousands) Trade payables $ 417,032 $ 425,376 Other taxes 58,783 55,592 Employee - related payables 66,219 65,878 Other current liabilities 65,677 47,115 Financial liabilities 3,657 3,508 Total $ 611,368 $ 597,469 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Year Ended December 31, 2017 2018 (in thousands) Derivative Assets: Included in other current assets $ 5,159 $ 1,703 Derivative Liabilities: Included in financial liabilities - current portion $ — $ — For our derivative financial instruments, the fair value approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents for each reported period, the breakdown of cash and cash equivalents: Year Ended December 31, 2017 2018 (in thousands) Cash equivalent $ 146,875 $ 125,442 Cash on hand 267,236 238,984 Total Cash and cash equivalents $ 414,111 $ 364,426 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | The following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2017 2018 (in thousands) Trade accounts receivables $ 504,919 $ 499,819 (Less) Allowance for doubtful accounts (20,818 ) (25,918 ) Net book value at end of period $ 484,101 $ 473,901 Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2016 2017 2018 (in thousands) Balance at beginning of period $ (6,264 ) $ (11,598 ) $ (20,818 ) Provision for doubtful accounts (9,898 ) (13,315 ) (17,656 ) Reversal of provision 4,464 4,821 11,956 Change in consolidation scope (221 ) — (150 ) Currency translation adjustment 321 (726 ) 750 Balance at end of period $ (11,598 ) $ (20,818 ) $ (25,918 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | The following table shows the breakdown in other current assets net book value for the presented periods: Year Ended December 31, 2017 2018 (in thousands) Prepayments to suppliers $ 3,244 $ 4,056 Other debtors 5,694 4,762 Prepaid expenses 12,230 12,295 Derivative financial instruments 5,159 1,703 Gross book value at end of period 26,327 22,816 Net book value at end of period $ 26,327 $ 22,816 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Changes in net book value during the presented periods are summarized below: Fixtures and fittings Furniture and equipment Construction in Progress Total (in thousands) Net book value at January 1, 2017 $ 18,165 $ 77,749 $ 12,667 $ 108,581 Additions to tangible assets 7,088 59,526 45,472 112,086 Disposal of tangible assets net of accumulated depreciation (115 ) (1,238 ) — (1,353 ) Depreciation expense (6,315 ) (59,746 ) — (66,061 ) Change in consolidation scope — — — — Currency translation adjustment 717 6,425 1,343 8,485 Transfer into service 2,725 27,635 (30,360 ) — Net book value at December 31, 2017 22,265 110,351 29,122 161,738 Gross book value at end of period 34,507 265,546 29,122 329,175 Accumulated depreciation at end of period (12,242 ) (155,195 ) — (167,437 ) Net book value at January 1, 2018 22,265 110,351 29,122 161,738 Additions to tangible assets 1,075 27,741 76,733 105,549 Disposal of tangible assets net of accumulated depreciation (19 ) (176 ) (30 ) (225 ) Depreciation expense (6,025 ) (72,162 ) — (78,187 ) Change in consolidation scope 26 103 — 129 Currency translation adjustment (340 ) (3,957 ) (694 ) (4,991 ) Transfer into service 1,902 82,901 (84,803 ) — Net book value at December 31, 2018 $ 18,884 $ 144,801 $ 20,328 $ 184,013 Gross book value at end of period 36,458 366,299 20,328 423,085 Accumulated depreciation at end of period (17,574 ) (221,498 ) — (239,072 ) |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Changes in net book value during the presented periods are summarized below: Software Technology and customer relationships Construction in Progress Total (in thousands) Net book value at January 1, 2017 $ 11,387 $ 90,663 $ 894 $ 102,944 Additions to intangible assets 4,615 — 5,502 10,117 Amortization expense (7,235 ) (19,926 ) — (27,161 ) Change in consolidation scope — 7,203 — 7,203 Currency translation adjustment 1,571 661 888 3,120 Transfer into service 2,815 — (2,815 ) — Net book value at December 31, 2017 13,153 78,601 4,469 96,223 Gross book value at end of period 33,778 115,277 4,469 153,524 Accumulated amortization at end of period (20,625 ) (36,676 ) — (57,301 ) Net book value at January 1, 2018 13,153 78,601 4,469 96,223 Additions to intangible assets — — 11,436 11,436 Disposal of intangible assets — — (19 ) (19 ) Amortization expense (9,490 ) (15,824 ) — (25,314 ) Change in consolidation scope — 31,192 18 31,210 Currency translation adjustment (615 ) (652 ) (233 ) (1,500 ) Transfer into service 10,218 — (10,218 ) — Net book value at December 31, 2018 $ 13,266 $ 93,317 $ 5,453 $ 112,036 Gross book value at end of period 42,161 144,734 5,453 192,348 Accumulated amortization at end of period (28,895 ) (51,417 ) — (80,312 ) |
Schedule of Finite-Lived Intangible Assets | Changes in net book value during the presented periods are summarized below: Software Technology and customer relationships Construction in Progress Total (in thousands) Net book value at January 1, 2017 $ 11,387 $ 90,663 $ 894 $ 102,944 Additions to intangible assets 4,615 — 5,502 10,117 Amortization expense (7,235 ) (19,926 ) — (27,161 ) Change in consolidation scope — 7,203 — 7,203 Currency translation adjustment 1,571 661 888 3,120 Transfer into service 2,815 — (2,815 ) — Net book value at December 31, 2017 13,153 78,601 4,469 96,223 Gross book value at end of period 33,778 115,277 4,469 153,524 Accumulated amortization at end of period (20,625 ) (36,676 ) — (57,301 ) Net book value at January 1, 2018 13,153 78,601 4,469 96,223 Additions to intangible assets — — 11,436 11,436 Disposal of intangible assets — — (19 ) (19 ) Amortization expense (9,490 ) (15,824 ) — (25,314 ) Change in consolidation scope — 31,192 18 31,210 Currency translation adjustment (615 ) (652 ) (233 ) (1,500 ) Transfer into service 10,218 — (10,218 ) — Net book value at December 31, 2018 $ 13,266 $ 93,317 $ 5,453 $ 112,036 Gross book value at end of period 42,161 144,734 5,453 192,348 Accumulated amortization at end of period (28,895 ) (51,417 ) — (80,312 ) |
Schedule of Future Amortization Expense | As of December 31, 2018 , expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands): Software Technology and customer relationships Total 2019 $ 7,768 $ 21,900 $ 29,668 2020 5,535 16,881 22,416 2021 3,751 16,881 20,632 2022 936 11,503 12,439 2023 715 10,313 11,028 Thereafter 14 15,839 15,853 Total $ 18,719 $ 93,317 $ 112,036 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 3,670 Balance at December 31, 2017 236,826 Additions to goodwill 77,905 Currency translation adjustment (1,850 ) Balance at December 31, 2018 $ 312,881 |
Contingencies (Tables)
Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies by Contingency | 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 Charges 383 1,141 1,524 Provision used (227 ) — (227 ) Provision released not used (128 ) (92 ) (220 ) Currency translation adjustments 32 35 67 Balance at January 1, 2018 $ 545 $ 1,253 $ 1,798 Charges 325 1,868 2,193 Provision used (180 ) (220 ) (400 ) Provision released not used (404 ) (456 ) (860 ) Currency translation adjustments (42 ) (49 ) (91 ) Balance at December 31, 2018 $ 244 $ 2,396 $ 2,640 - of which current $ 244 $ 2,396 $ 2,640 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities are presented in the following table: Year Ended December 31, 2017 2018 (in thousands) Clients' prepayments $ 23,857 $ 10,328 Credit notes 9,638 13,183 Accounts payable relating to capital expenditures 30,736 21,454 Other creditors 740 1,527 Deferred revenue 706 623 Total $ 65,677 $ 47,115 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our loans and RCF agreements are presented in the table below: Nominal/ Authorized amounts (RCF Only) Amount drawn as of December 31, 2018 (RCF only) Amount Outstanding as of December 31, 2018 Nature (in thousands) Interest rate Settlement date BPI Loan - February 2014 NA NA $ 1,718 Fixed: 2.09% May 2021 Other BPI Loans NA NA $ 986 — % 2023 and after Other Loans NA NA $ 169 — % 2024 Bank Syndicate RCF - September 2015 € 350,000 $— $— Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio March 2022 |
Schedule of Maturities of Long-term Debt | The following table shows the maturity of our financial liabilities: Maturity Carrying value 2019 2020 2021 2022 2023 2024 (in thousands) Borrowings $ 2,941 $ 899 $ 926 $ 583 $ 268 $ 265 $ — Other financial liabilities 567 119 448 — — — — Financial liabilities 3,508 1,018 1,374 583 268 265 — |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Schedule of Accumulated and Projected Benefit Obligations | The following table summarizes the changes in the projected benefit obligation: Year Ended December 31, 2016 2017 2018 (in thousands) Projected benefit obligation present value - beginning of period $ 1,445 $ 3,221 $ 5,149 Service cost 524 1,231 1,690 Interest cost 37 66 86 Actuarial losses (gains) 1,335 103 (1,235 ) Change in consolidation scope 19 — 98 Currency translation adjustment (139 ) 528 (251 ) Projected benefit obligation present value - end of period $ 3,221 $ 5,149 $ 5,537 |
Schedule of Assumptions Used | The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2016 2017 2018 Discount rate (Corp AA) 1.9% 1.7% 2.1% Expected rate of salary increase 5.0% 5.0% 5.0% Expected rate of social charges 49.0% - 51.0% 49.0% - 50.0% 49.0% - 50.0% Expected staff turnover 0 - 10.5% 0 - 10.5% 0 - 10.5% Estimated retirement age Progressive table Progressive table Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted |
Defined Contribution Plan Disclosures | Year Ended December 31, 2016 2017 2018 (in thousands) Defined contributions plans included in personnel expenses $ (11,061 ) $ (14,345 ) $ (16,912 ) |
Common Shares (Tables)
Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stock by Class | Change in Number of Shares Number of ordinary shares Balance at January 1, 2017 63,978,204 Issuance of shares under share option and free share plans (1) 2,106,893 Balance at December 31, 2017 66,085,097 Issuance of shares under share option and free share plans (2) 1,466,247 Balance at December 31, 2018 before Storetail deferred consideration and Share repurchase program 67,551,344 Storetail deferred consideration (see Note 2. Significant Events and Transactions of the Period) 156,859 Balance at December 31, 2018 after Storetail deferred consideration and before Share repurchase program 67,708,203 Share repurchase program (see Note 2. Significant Events and Transactions of the Period) (3,459,119 ) Balance at December 31, 2018 64,249,084 (1) Adopted by the Board of Directors on March 1, 2017, April 27, 2017, June 30, 2017, July 27, 2017, October 26, 2017 and December 13, 2017. (2) Adopted by the Board of Directors on March 1, 2018, March 16, 2018, April 25, 2018, June 26, 2018, July 26, 2018, July 27, 2018, October 25, 2018 and December 12, 2018. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | 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 (in thousands) December 31, 2016 $ 730,873 $ 660,523 $ 407,750 $ 1,799,146 December 31, 2017 990,424 808,961 497,307 2,296,692 December 31, 2018 $ 954,073 $ 839,825 $ 506,416 $ 2,300,314 |
Nature of Expenses Allocated _2
Nature of Expenses Allocated by Function (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Nature of Expenses Allocated by Function | Nature of Expenses Allocated to Cost of Revenue Year Ended December 31, 2016 2017 2018 (in thousands) Traffic acquisition costs $ (1,068,911 ) $ (1,355,556 ) $ (1,334,334 ) Other cost of revenue (85,260 ) (121,641 ) (131,744 ) Hosting costs (41,978 ) (57,895 ) (54,764 ) Depreciation and amortization (38,469 ) (54,219 ) (67,346 ) Data acquisition (122 ) (269 ) (282 ) Other cost of sales (4,691 ) (9,258 ) (9,352 ) Total cost of revenue $ (1,154,171 ) $ (1,477,197 ) $ (1,466,078 ) Nature of Expenses Allocated to Research and Development Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (86,389 ) $ (125,662 ) $ (130,696 ) Personnel expense excluding equity awards compensation expense and research tax credit (79,222 ) (110,939 ) (120,024 ) Equity awards compensation expense (12,108 ) (21,012 ) (21,359 ) Research tax credit 4,941 6,289 10,687 Other cash operating expenses (29,867 ) (34,073 ) (37,119 ) Subcontracting and other headcount related costs (14,713 ) (19,437 ) (15,129 ) Rent and facilities costs (10,939 ) (11,466 ) (14,201 ) Consulting and professional fees (2,423 ) (2,680 ) (3,320 ) Marketing costs (953 ) (909 ) (4,976 ) Other (839 ) 419 507 Other non-cash operating expenses (7,393 ) (14,190 ) (11,448 ) Depreciation and amortization (7,211 ) (13,420 ) (10,602 ) Net change in other provisions (182 ) (770 ) (846 ) Total research and development expenses $ (123,649 ) $ (173,925 ) $ (179,263 ) Nature of Expenses Allocated to Sales and Operations Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (185,065 ) $ (245,481 ) $ (244,256 ) Personnel expense excluding equity awards compensation expense (168,227 ) (214,750 ) (215,615 ) Equity awards compensation expense (16,838 ) (30,731 ) (28,641 ) Other cash operating expenses (84,127 ) (105,714 ) (104,960 ) Subcontracting and other headcount related costs (22,460 ) (29,053 ) (25,706 ) Rent and facilities costs (29,968 ) (32,952 ) (32,398 ) Marketing costs (15,225 ) (20,650 ) (17,864 ) Consulting and professional fees (1,785 ) (5,605 ) (5,330 ) Operating taxes (12,963 ) (14,120 ) (11,788 ) Other including bad debt expense (1,726 ) (3,334 ) (11,874 ) Other non-cash operating expenses (13,661 ) (29,454 ) (23,491 ) Depreciation and amortization (7,757 ) (19,844 ) (18,245 ) Net change in provisions for doubtful receivables (5,433 ) (8,493 ) (5,453 ) Net change in other provisions (471 ) (1,117 ) 207 Total sales and operations expenses $ (282,853 ) $ (380,649 ) $ (372,707 ) Nature of Expenses Allocated to General and Administrative Year Ended December 31, 2016 2017 2018 (in thousands) Personnel expenses $ (60,899 ) $ (74,420 ) $ (76,476 ) Personnel expense excluding equity awards compensation expense (46,586 ) (54,551 ) (59,876 ) Equity awards compensation expense (14,313 ) (19,869 ) (16,600 ) Other cash operating expenses (52,867 ) (46,271 ) (48,687 ) Subcontracting and other headcount related costs (22,990 ) (15,583 ) (16,638 ) Rent and facilities costs (9,516 ) (9,846 ) (11,081 ) Marketing costs (626 ) (806 ) (1,061 ) Consulting and professional fees (18,298 ) (16,693 ) (18,163 ) Other (1,437 ) (3,343 ) (1,744 ) Other non-cash operating expenses (3,703 ) (6,386 ) (9,996 ) Depreciation and amortization (3,342 ) (5,738 ) (7,306 ) Net change in other provisions (361 ) (648 ) (2,690 ) Total general and administrative expenses $ (117,469 ) $ (127,077 ) $ (135,159 ) Restructuring included by function 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 twelve months ended December 31, 2017, as follows: Twelve Months Ended December 31, 2017 (in thousands) Severance costs $ 802 Facility Exit Costs 2,265 Other 232 Total restructuring costs $ 3,299 For the twelve months ended December 31, 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 December 31, 2017 included in other current liabilities on the balance sheet: Restructuring Liability (in thousands) Restructuring liability - January 1, 2017 $ — Restructuring charges 3,299 Amounts paid (2,855 ) Other (12 ) Restructuring liability - December 31, 2017 $ 432 No additional charges related to restructuring were recorded in the twelve months ended December 31, 2018, and the remaining $0.4 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2018. Discontinuation of Criteo Predictive Search On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. As such, we have recorded $4.1 million in restructuring charges for the twelve months ended December 31, 2017. In 2018, we recognized a gain of $0.1 million . This gain was due to a reduction of share-based compensation expenses due to forfeitures which was partially offset by additional charges for facilities and employee severance agreements. Twelve Months Ended December 31, 2017 December 31, 2018 (in thousands) Severance costs $ 2,602 $ 127 Facility Exit Costs — 297 Other 1,455 (477 ) Total restructuring costs $ 4,057 $ (53 ) For the twelve months ended December 31, 2017, $2.9 million was included in Research and Development expenses and $1.1 million in Sales and Operations expenses. Other costs include the write-off of acquisition related intangible assets of $2.2 million slightly offset by a reduction of share based compensation expenses of $0.7 million due to forfeitures. For the twelve months ended December 31, 2018, $0.2 million was included in Sales and Operations expenses and $(0.3) million in Research and Development expenses. Other costs relate to a reduction of share-based compensation expenses of $(0.5) million due to forfeitures. The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet: Restructuring Liability 2017 2018 (in thousands) Restructuring liability - January 1 $ — $ 2,351 Restructuring charges 4,057 (53 ) Amounts paid (251 ) (2,271 ) Other (1,455 ) 477 Restructuring liability - December 31 $ 2,351 $ 504 |
Restructuring and Related Costs [Table Text Block] | As such, we have recorded $3.3 million in restructuring charges for the twelve months ended December 31, 2017, as follows: Twelve Months Ended December 31, 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 December 31, 2017 included in other current liabilities on the balance sheet: Restructuring Liability (in thousands) Restructuring liability - January 1, 2017 $ — Restructuring charges 3,299 Amounts paid (2,855 ) Other (12 ) Restructuring liability - December 31, 2017 $ 432 Twelve Months Ended December 31, 2017 December 31, 2018 (in thousands) Severance costs $ 2,602 $ 127 Facility Exit Costs — 297 Other 1,455 (477 ) Total restructuring costs $ 4,057 $ (53 ) The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet: Restructuring Liability 2017 2018 (in thousands) Restructuring liability - January 1 $ — $ 2,351 Restructuring charges 4,057 (53 ) Amounts paid (251 ) (2,271 ) Other (1,455 ) 477 Restructuring liability - December 31 $ 2,351 $ 504 |
Allocation of Personnel Expen_2
Allocation of Personnel Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Schedule of Allocation of Personnel Expenses by Nature | Allocation of Personnel Expenses By Function Year Ended December 31, 2016 2017 2018 (in thousands) Research and development expenses $ (86,389 ) $ (125,662 ) $ (130,696 ) Sales and operations expenses (185,065 ) (245,481 ) (244,256 ) General and administrative expenses (60,899 ) (74,420 ) (76,476 ) Total personnel expenses $ (332,353 ) $ (445,563 ) $ (451,428 ) Allocation of Personnel Expenses by Nature Year Ended December 31, 2016 2017 2018 (in thousands) Wages and salaries $ (220,317 ) $ (284,015 ) $ (296,336 ) Severance pay (2,726 ) (7,915 ) (6,922 ) Social charges (59,668 ) (70,130 ) (77,284 ) Other social expenses (9,913 ) (17,178 ) (14,375 ) Acquisition-related deferred price consideration (85 ) — — Equity awards compensation expense (43,259 ) (71,612 ) (66,600 ) Profit sharing (1,326 ) (1,002 ) (598 ) Research tax credit (classified as a reduction of R&D expenses) 4,941 6,289 10,687 Total personnel expenses $ (332,353 ) $ (445,563 ) $ (451,428 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Details of Non-Employee Warrants Plan A Plan B Plan C Plan D Plan E Plan F Plan G Plan H Dates of grant November 17, 2009 March 11, 2010 November 16, 2010 - September 21, 2011 October 25, 2012 - March 6, 2013 March 19, 2015 - October 29, 2015 April 20, 2016 - March 1, 2017 July 27, 2017 - October 26, 2017 October 25, 2018 Vesting period 2 years 3 years 2 years 2 years 1 - 4 years 1 - 4 years 1 - 4 years 1 - 4 years Contractual life 10 years 10 years 10 years 10 years 10 years 10 years 10 years 10 years Number of warrants granted 231,792 277,200 192,000 125,784 38,070 59,480 46,465 125,000 Share entitlement per warrant 1 1 1 1 1 1 1 1 Share warrant price €0.02 €0.07 - €0.11 €0.04 - €0.30 €0.43 - €0.48 €9.98 - €16.82 €13.89 - €17.44 €13.88 - €17.55 € 6.91 Exercise price €0.70 €0.70 €0.70 - €5.95 €8.28 - €9.65 €35.18 - €41.02 €33.98 - €43.42 €35.80 - €44.37 € 19.71 Valuation method Binomial method Grant date share fair value €0.20 €0.70 €0.70 - €4.98 €6.43 - €9.65 €35.18 - €41.02 €33.98 - €44.33 €35.80 - €44.37 € 19.71 Expected volatility (1) 55.7 % 55.2 % 53.5% - 55.0% 50.0% - 50.2% 39.9 % 40.6% - 40.9% 41.0% - 41.3% 40.7 % Discount rate (2) 3.58 % 3.44 % 2.62% - 3.38% 2.13% - 2.27% 0% - 0.52% 0.10% - 0.66% 0.54% - 0.60% 0.6 % Performance conditions No Yes (A) No No No No No No Fair value per warrant €0.05 €0.33 - €0.38 €0.40 - €2.58 €2.85 - €4.98 €9.98 - €16.82 €13.89 - €14.55 €13.88 - €17.55 € 6.91 (1) Based on similar listed entities. (2) Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”). Details of BSPCE / OSA / RSU plans Plans 1 & 2 Plan 3 Plan 5 Plan 6 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 Dates of grant (Boards of Directors) Oct 24, 2008 - Sept 14, 2010 Sept 9, 2009 - Sept 21, 2011 Nov 18, 2011 - May 22, 2012 Oct 25, 2012 Oct 25, 2012 - Sept 3, 2013 - April 23, 2014 July 30, 2014 - June 28, 2016 July 28, 2016 - June 27, 2017 July 27, 2017 - June 26, 2018 July 26, 2018 - December 12, 2018 Vesting period 3 years 3 - 4 years 4 years 1 year 4-5 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years 4 years Contractual life 10 years 10 years 10 years 10 years 10 years 10 years 10 years — 10 years — 10 years — 10 years — Expected option life 8 years 8 years 8 years 8 years 8 years 6 - 8 years 6 years — 6 years — 6 years — 6 years — Number of instruments granted 1,819,120 4,289,940 1,184,747 257,688 1,065,520 2,317,374 4,318,551 2,534,262 502,410 2,556,315 947,565 2,150,498 65,500 1,471,916 Type : Share Option (S.O.) / BSPCE / RSU BSPCE BSCPCE & OSA BSCPCE & OSA BSPCE BSCPCE & OSA BSCPCE & OSA OSA RSU OSA RSU OSA RSU OSA RSU Share entitlement per option 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Exercise price €0.45 - €0.20 - €5.95 €8.28 €8.28 - €12.08 - €22.95 - — €38.20 - €43.45 — €24.63 - €28.69 — €18.72 — Valuation method Black & Scholes Grant date share fair value €0.20 - €0.20 - €4.98 €6.43 €5.45 - €12.08 - €22.50 - €35.18 - €38.20 - €43.45 €33.98 - €24.63 - €28.69 €22.92 - €44.37 €18.72 €17.98 - €30.80 Expected volatility (1) 53.0% - 55.7% 55.2% - 57.8% 52.1% - 52.9% 50.2% 49.6% - 50.2% 44.2% - 50.1% 39.4% - 44.5% — 40.6% - 41.3% — 41.0% - 41.5% — 40.7% — Discount rate (2) 2.74% - 4.10% 2.62% - 3.76% 2.79% - 3.53% 2.2% 1.80% - 2.27% 1.20% - 2.40% 0.00% - 0.71% NA NA N/A 0.6% - 0.7% N/A 0.9% N/A Performance conditions No Yes (A) No Yes (B) No No No Yes (C) No Yes (D) (E) No No No Yes (F) Fair value per option / RSU €0.08 - €0.08 - €2.75 - €3.28 €3.28 - €6.85 - €9.47 - €26.16 - €14.49 - €16.82 €33.98 - €9.85 - €11.40 €22.92 - €44.37 € 6.94 €17.98 - €30.80 (1) Based on similar listed entities. (2) Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten -year maturity (“TEC 10 OAT floating-rate bonds”). (A) Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012. (B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one -year period. This assumption was confirmed in 2013. (C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. (D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017. (E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.This assumption was confirmed in 2018. (F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. Change in Number of outstanding BSPCE / OSA / RSU OSAs RSUs Total Balance at January 1, 2016 6,547,854 1,095,585 7,643,439 Granted 576,443 2,584,240 3,160,683 Exercised (1,470,323 ) — (1,470,323 ) Forfeited (693,882 ) (436,546 ) (1,130,428 ) Expired — — — Balance at December 31, 2016 4,960,092 3,243,279 8,203,371 Granted 355,010 1,891,702 2,246,712 Exercised (BSPCE and OSA) (1,668,838 ) — (1,668,838 ) Vested (RSU) — (379,135 ) (379,135 ) Forfeited (453,556 ) (543,338 ) (996,894 ) Expired — — — Balance at December 31, 2017 3,192,708 4,212,508 7,405,216 Granted 1,013,065 3,133,644 4,146,709 Exercised (BSPCE and OSA) (137,348 ) — (137,348 ) Vested (RSU) — (1,362,873 ) (1,362,873 ) Forfeited (880,960 ) (1,203,142 ) (2,084,102 ) Expired — — — Balance at December 31, 2018 3,187,465 4,780,137 7,967,602 Breakdown of the Closing Balance Plans 1 & 2 Plan 3 Plan 5 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 RSUs Total Balance at December 31, 2016 Number outstanding 54,154 175,693 513,067 399,441 750,528 2,942,834 124,375 — — 3,243,279 8,203,371 Weighted-average exercise price € 1.24 € 3.29 € 5.95 € 9.77 € 18.13 € 31.32 € 38.20 € — € — € — € 23.92 Number exercisable 54,154 175,693 513,067 325,596 504,262 1,135,634 — — — — 2,708,406 Weighted-average exercise price € 1.24 € 3.29 € 5.95 € 9.66 € 17.94 € 28.96 € — € — € — € — € 17.73 Weighted-average remaining contractual life 2.9 years 4.3 years 5.2 years 6.1 years 6.8 years 8.2 years 9.6 years 0 0 — 6.9 years Balance at December 31, 2017 Number outstanding 15,020 89,921 251,306 70,803 372,590 1,929,403 463,665 — — 4,212,508 7,405,216 Weighted-average exercise price € 0.87 € 4.03 € 5.95 € 9.65 € 17.70 € 32.07 € 42.04 € — € — € — € 28.33 Number exercisable 15,020 89,921 251,306 70,803 359,702 1,145,511 38,867 — — — 1,971,130 Weighted-average exercise price € 0.87 € 4.03 € 5.95 € 9.65 € 17.31 € 30.88 € 38.20 € — € — € — € 23.16 Weighted-average remaining contractual life 1.6 years 3.4 years 4.3 years 5.1 years 5.8 years 7.2 years 9.2 years — — — 6.9 years Balance at December 31, 2018 Number outstanding 3,600 67,751 242,613 41,338 306,172 1,599,033 328,726 532,732 65,500 4,780,137 7,967,602 Weighted-average exercise price € 0.70 € 4.43 € 5.95 € 9.26 € 17.95 € 30.99 € 41.75 € 25.79 € 18.72 € — € 26.94 Number exercisable 3,600 67,751 242,613 41,338 306,172 1,417,904 161,658 — — — 2,241,036 Weighted-average exercise price € 0.70 € 4.43 € 5.95 € 9.26 € 17.95 € 30.04 € 41.37 € — € — € — € 25.39 Weighted-average remaining contractual life 1.2 years 2.4 years 3.3 years 4.0 years 4.9 years 6.2 years 8.2 years 9.3 years 9.8 years — 6.7 years Changes in Number of Non-Employee Warrants Balance at January 1, 2016 154,910 Granted 48,655 Exercised (37,000 ) Forfeited 21,560 Balance at December 31, 2016 188,125 Granted 57,290 Exercised (59,139 ) Forfeited — Balance at December 31, 2017 186,276 Granted 125,000 Exercised — Forfeited (19,606 ) Balance at December 31, 2018 291,670 Breakdown of the Closing Balance Non-employee warrants Balance at December 31, 2016 Number outstanding 188,125 Weighted-average exercise price € 19.04 Number exercisable 117,096 Weighted-average exercise price € 11.73 Weighted-average remaining contractual life 7.3 years Balance at December 31, 2017 Number outstanding 186,276 Weighted-average exercise price € 23.93 Number exercisable 86,385 Weighted-average exercise price € 15.86 Weighted-average remaining contractual life 7.6 years Balance at December 31, 2018 Number outstanding 291,670 Weighted-average exercise price € 13.02 Number exercisable 108,780 Weighted-average exercise price € 18.95 Weighted-average remaining contractual life 7.9 years |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Reconciliation with the Consolidated Statements of Income Balance for the year ended December 31, 2016 Balance for the year ended December 31, 2017 Balance for the year ended December 31, 2018 (in thousands) R&D S&O G&A Total R&D S&O G&A Total R&D S&O G&A Total RSUs (9,178 ) (12,705 ) (7,287 ) (29,170 ) (19,377 ) (30,753 ) (13,295 ) (63,425 ) (20,499 ) (27,025 ) (12,179 ) (59,703 ) Share options / BSPCE (2,930 ) (4,133 ) (5,356 ) (12,419 ) (1,635 ) 22 (4,870 ) (6,483 ) (860 ) (1,616 ) (2,938 ) (5,414 ) Plan 5 (8 ) (27 ) (7 ) (42 ) — — — — — — — — Plan 6 (35 ) (20 ) (162 ) (217 ) (7 ) 1 (15 ) (21 ) — — — — Plan 7 (234 ) 239 (194 ) (189 ) (52 ) 224 (35 ) 137 (2 ) (1 ) (1 ) (4 ) Plan 8 (2,587 ) (4,258 ) (4,638 ) (11,483 ) (1,085 ) 186 (2,883 ) (3,782 ) 169 (553 ) (493 ) (877 ) Plan 9 (66 ) (67 ) (355 ) (488 ) (491 ) (389 ) (1,937 ) (2,817 ) (495 ) (461 ) (902 ) (1,858 ) Plan 10 — — — — — — — — (532 ) (601 ) (1,485 ) (2,618 ) Plan 11 — — — — — — — — — — (57 ) (57 ) Total share-based compensation (12,108 ) (16,838 ) (12,643 ) (41,589 ) (21,012 ) (30,731 ) (18,165 ) (69,908 ) (21,359 ) (28,641 ) (15,117 ) (65,117 ) BSAs — — (1,670 ) (1,670 ) — — (1,704 ) (1,704 ) — — (1,483 ) (1,483 ) Total equity awards compensation expense $ (12,108 ) $ (16,838 ) $ (14,313 ) $ (43,259 ) $ (21,012 ) $ (30,731 ) $ (19,869 ) $ (71,612 ) $ (21,359 ) $ (28,641 ) $ (16,600 ) $ (66,600 ) |
Financial Income and Expenses (
Financial Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows: Year Ended December 31, 2016 2017 2018 (in thousands) Financial income from cash equivalents $ 1,352 $ 883 $ 1,055 Interest and fees (2,367 ) (2,856 ) (2,107 ) Interest on debt (1,134 ) (2,459 ) (1,796 ) Fees (1,233 ) (397 ) (311 ) Foreign exchange (loss) gain 506 (7,495 ) (3,945 ) Other financial expense (37 ) (66 ) (87 ) Total financial income (expense) $ (546 ) $ (9,534 ) $ (5,084 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows: Year Ended December 31, 2016 2017 2018 (in thousands) Current income tax $ (43,153 ) $ (44,920 ) $ (54,301 ) France (20,204 ) (29,193 ) (37,223 ) International (22,949 ) (15,727 ) (17,078 ) Net change in deferred taxes 10,024 13,269 8,157 France 2,654 (1,080 ) 11,155 International 7,370 14,349 (2,998 ) Provision for income tax $ (33,129 ) $ (31,651 ) $ (46,144 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excluding additional contributions): Year Ended December 31, 2016 2017 2018 (in thousands) Income before taxes $ 120,458 $ 128,310 $ 142,023 Theoretical group tax-rates 34.43 % 34.43 % 34.43 % Nominal tax expense (41,474 ) (44,177 ) (48,899 ) Increase / decrease in tax expense arising from: Research tax credit (1) 1,701 6,829 10,211 Net effect of shared-based compensation (2) (8,957 ) (605 ) (17,674 ) Other permanent differences (3) (3,518 ) (5,717 ) (11,982 ) Non recognition of deferred tax assets related to tax losses and temporary differences (4) (7,738 ) (14,356 ) (11,664 ) Utilization or recognition of previously unrecognized tax losses (5) 13,366 4,888 4,461 French CVAE included in income taxes (3,165 ) (2,867 ) (3,849 ) Special tax deductions (6) 20,022 29,410 38,577 Effect of different tax rates (7) (1,108 ) (6,667 ) (377 ) Other differences (2,258 ) 1,611 (4,948 ) Effective tax expense $ (33,129 ) $ (31,651 ) $ (46,144 ) Effective tax rate 27.5 % 24.7 % 32.5 % Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.” (1) Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes". (2) While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation. The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion. (3) Mainly related to employee costs, depreciation expenses and intercompany transactions. (4) Deferred tax assets on which a valuation allowance has been recognized mainly relate to Criteo Ltd, Criteo Corp, Criteo Singapore Pte. Ltd, Criteo do Brasil LTDA and Criteo Pty. (5) In 2016 recognition of previously unrecognized tax losses related to Criteo Corp. (6) Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries. (7) In 2017, mainly related to difference in income tax rate between the Group theoretical rate and Criteo Corp including Hooklogic after the decrease of the U.S. federal income tax rate from 34% to 21% as a result of the 2017 Tax cut and Jobs Act. |
Schedule of Deferred Tax Assets and Liabilities | The following table shows the changes in the major sources of deferred tax assets and liabilities: (in thousands) Year ended December 31, 2016 Change recognized in profit or loss Change recognized in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2017 Deferred tax assets: Net operating loss carryforwards $ 26,463 $ 3,404 $ — $ 6,294 $ 246 $ 865 $ 37,272 Intangibles (631 ) 11,176 — (31,936 ) — (271 ) (21,662 ) Stock compensation — 4,757 10,643 — — — 15,400 Bad debt allowance 1,809 1,173 — 97 — 10 3,089 Personnel-related accruals 7,770 (2,055 ) — 467 165 160 6,507 Other accruals 4,374 385 — 10 — 145 4,914 Projected benefit obligation 1,207 453 35 — (110 ) 189 1,774 Financial instruments 678 (2,399 ) — — — (55 ) (1,776 ) Other 8,095 4,209 — (769 ) (83 ) 821 12,273 Valuation allowance (19,821 ) (7,834 ) — (5,653 ) (218 ) (1,541 ) (35,067 ) Net Deferred Income Taxes 29,944 13,269 10,678 (31,490 ) — 323 22,724 On December 22, 2017, the 2017 Tax Cuts and Jobs Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the federal income tax rate to 21% effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, our U.S. deferred taxes at December 31, 2017, were revalued and recognizes the effect of the tax law changes in the period of enactment. (in thousands) Year ended December 31, 2017 Change recognized in profit or loss Change recognized in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 37,272 $ 18,715 $ — $ 1,697 $ (820 ) $ (1,506 ) $ 55,358 Intangibles (21,662 ) 5,215 — (9,150 ) — 252 (25,345 ) Stock compensation 15,400 (960 ) — (40 ) — — 14,400 Bad debt allowance 3,089 840 — — — (50 ) 3,879 Personnel-related accruals 6,507 944 — — — (134 ) 7,317 Other accruals 4,914 (588 ) — — (44 ) (381 ) 3,901 Projected benefit obligation 1,774 612 (425 ) 34 (2 ) (86 ) 1,907 Financial instruments (1,776 ) 1,145 — — (1 ) 46 (586 ) Other 12,273 (7,694 ) — (14 ) 882 32 5,479 Valuation allowance (35,067 ) (10,072 ) 107 562 (13 ) 1,297 (43,186 ) Net Deferred Income Taxes 22,724 8,157 (318 ) (6,911 ) 2 (530 ) 23,124 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share, Basic | Year Ended December 31, 2016 2017 2018 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 82,272 $ 91,214 $ 88,644 Weighted average number of shares outstanding (note 16) 63,337,792 65,143,036 66,456,890 Basic earnings per share $ 1.30 $ 1.40 $ 1.33 |
Schedule Of Earnings Per Share, Diluted | Year Ended December 31, 2016 2017 2018 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 82,272 $ 91,214 $ 88,644 Weighted average number of shares outstanding of Criteo S.A. 63,337,792 65,143,036 66,456,890 Dilutive effect of : Restricted share awards 253,728 1,401,957 786,932 Share options and BSPCE 1,958,728 1,239,149 382,512 Share warrants 83,222 67,829 36,570 Weighted average number of shares outstanding used to determine diluted earnings per share 65,633,470 67,851,971 67,662,904 Diluted earnings per share $ 1.25 $ 1.34 $ 1.31 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Year Ended December 31, 2016 2017 2018 Restricted share awards 396,086 758,859 1,464,145 Share options and BSPCE 509,442 272,146 40,573 Share warrants — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 905,528 1,031,005 1,504,718 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future payment obligations under non-cancellable operating leases as of December 31, 2018 are listed below: Less than 1 year 1 to 5 years 5 years + Total (in thousands) Minimum payments for property leases $ 34,013 $ 72,906 $ 27,469 $ 134,388 Minimum payments for hosting services 46,929 37,226 — 84,155 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Total compensation for the Executive Officers, including social contributions, is summarized in the following table: Year Ended December 31, 2016 2017 2018 (in thousands) Short-term benefits (1) $ (2,755 ) $ (3,345 ) $ (3,150 ) Long-term benefits (2) (194 ) (130 ) (47 ) Shared-based compensation (7,159 ) (11,802 ) (8,016 ) Total $ (10,108 ) $ (15,277 ) $ (11,213 ) (1) wages, bonuses and other compensations (2) pension defined benefit plan |
Breakdown of Revenue and Non-_2
Breakdown of Revenue and Non-Current Assets by Geographical Area (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | 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 (in thousands) December 31, 2016 $ 730,873 $ 660,523 $ 407,750 $ 1,799,146 December 31, 2017 990,424 808,961 497,307 2,296,692 December 31, 2018 $ 954,073 $ 839,825 $ 506,416 $ 2,300,314 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2016 2017 2018 (in thousands) Americas United States $ 630,047 $ 869,004 $ 848,378 EMEA Germany 137,116 183,297 203,020 United Kingdom 115,053 115,226 97,849 Asia-Pacific Japan $ 285,959 $ 355,338 $ 351,441 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by 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 Holding Americas United States EMEA Asia-Pacific Japan Singapore Total (in thousands) December 31, 2017 $ 100,819 $ 113,272 $ 112,685 $ 18,850 $ 25,020 $ 10,141 $ 10,085 $ 257,961 December 31, 2018 $ 123,388 $ 125,654 $ 125,312 $ 27,898 $ 19,109 $ 11,630 $ 2,992 $ 296,049 |
Principles and Accounting Met_4
Principles and Accounting Methods - Schedule of Consolidations (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Criteo France SAS | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Finance SAS | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Storetail Marketing Services SAS | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | |
Ownership Interest | 100.00% | |
Criteo Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
HookLogic Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Storetail Marketing Services Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | |
Ownership Interest | 100.00% | |
Criteo Corp | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Manage, Inc. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | |
Ownership Interest | 100.00% | |
Criteo Gmbh | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo KK | ||
Schedule of Investments [Line Items] | ||
Voting rights | 66.00% | 66.00% |
Ownership Interest | 66.00% | 66.00% |
Criteo Do Brasil LTDA | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo BV | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Pty | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Srl | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Advertising (Beijng) Co. Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Singapore Pte. Ltd. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Europa S.L. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Espana S.L. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Storetail Marketing Services S.L.U | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | |
Ownership Interest | 100.00% | |
Criteo Canada Corp. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo MEA FZ-LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo India Private Ltd. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Criteo S.A | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100.00% | 100.00% |
Ownership Interest | 100.00% | 100.00% |
Principles and Accounting Met_5
Principles and Accounting Methods - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Computer Software, Intangible Asset | ||
Property, Plant and Equipment [Line Items] | ||
Average life of intangible assets (in years) | 3 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Average life of intangible assets (in years) | 1 year | |
Minimum | Computer Software, Intangible Asset | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average useful life of intangible assets (years) | 1 year | |
Average life of intangible assets (in years) | 3 years | |
Minimum | Technology and customer relationships | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average useful life of intangible assets (years) | 3 years | |
Average life of intangible assets (in years) | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Average life of intangible assets (in years) | 9 years | |
Maximum | Computer Software, Intangible Asset | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average useful life of intangible assets (years) | 3 years | |
Average life of intangible assets (in years) | 5 years | |
Maximum | Technology and customer relationships | ||
Property, Plant and Equipment [Line Items] | ||
Weighted average useful life of intangible assets (years) | 9 years | |
Average life of intangible assets (in years) | 9 years | |
Servers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life (years) | 3 years | |
Servers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life (years) | 5 years | |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life (years) | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life (years) | 5 years | |
Forecast | Accounting Standards Update 2016-02 | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Lease liability | $ 220 | |
Right-of-use asset | 220 | |
Forecast | Accounting Standards Update 2016-02 | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Lease liability | 240 | |
Right-of-use asset | $ 240 |
Significant Events and Transa_3
Significant Events and Transactions of the Period - Share Repurchase Program (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Oct. 25, 2018 | |||
Number of Treasury Shares | |||||
Balance at January 1, 2018 (in shares) | 0 | ||||
Treasury Shares Repurchased (in shares) | 3,500,000 | ||||
Balance at December 31, 2018 (in shares) | 3,459,119 | 3,459,119 | |||
Amount | |||||
Balance at January 1, 2018 | $ 0 | ||||
Treasury shares repurchased | $ 80,000,000 | 79,159,000 | [1] | ||
Balance at December 31, 2018 | $ 79,159,000 | $ 79,159,000 | |||
Stock repurchase program, authorized amount | $ 80,000,000 | ||||
Treasury stock | |||||
Number of Treasury Shares | |||||
Balance at January 1, 2018 (in shares) | 0 | ||||
Treasury Shares Repurchased (in shares) | [1] | 3,459,119 | |||
Balance at December 31, 2018 (in shares) | 3,459,119 | 3,459,119 | |||
Amount | |||||
Balance at January 1, 2018 | $ 0 | ||||
Treasury shares repurchased | [1] | 79,159,000 | |||
Balance at December 31, 2018 | $ 79,159,000 | $ 79,159,000 | |||
Treasury Shares Repurchased to potentially use for M&A | |||||
Number of Treasury Shares | |||||
Treasury Shares Repurchased (in shares) | 1,751,147 | ||||
Amount | |||||
Treasury shares repurchased | $ 40,000,000 | ||||
Treasury Shares Repurchased to potentially use for M&A | |||||
Number of Treasury Shares | |||||
Treasury Shares Repurchased (in shares) | 1,748,111 | ||||
Amount | |||||
Treasury shares repurchased | $ 40,000,000 | ||||
Treasury Shares Issued for RSU Vesting | |||||
Number of Treasury Shares | |||||
Treasury Shares Issued for RSU Vesting (in shares) | (40,139) | ||||
Amount | |||||
Treasury Shares Issued for RSU Vesting | $ (841,000) | ||||
[1] | Share repurchase program (see note 2) |
Significant Events and Transa_4
Significant Events and Transactions of the Period - Business Combinations (Details) $ in Thousands, € in Millions | Oct. 29, 2018USD ($) | Aug. 03, 2018EUR (€) | Aug. 03, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Goodwill | $ 312,881 | $ 236,826 | $ 209,418 | |||||
Manage, Inc. | ||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Consideration Transferred | $ 60,000 | |||||||
Deferred Tax Liability | 4,400 | |||||||
Goodwill | 45,600 | |||||||
Acquisition costs | 1,000 | |||||||
Storetail | ||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Consideration Transferred | € 41.3 | $ 47,800 | ||||||
Payments to acquire business | 37.7 | 43,700 | ||||||
Deferred consideration | € 3.6 | $ 4,100 | ||||||
Deferred Tax Liability | € 3.6 | 4,100 | ||||||
Goodwill | 27.8 | 32,300 | ||||||
Acquisition costs | 0.6 | $ 700 | ||||||
Technology Relationships | Manage, Inc. | ||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Assets acquired | $ 9,800 | |||||||
Customer Relationships | Manage, Inc. | ||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Assets acquired | 7,300 | |||||||
Technology and Related Marketing Solution Asset | Storetail | ||||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||||
Assets acquired | € 12.2 | $ 14,200 |
Categories of Financial Asset_3
Categories of Financial Assets and Financial Liabilities - Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Trade receivables, net of allowances | $ 473,901 | $ 484,101 |
Other taxes | 53,338 | 58,346 |
Other current assets | 22,816 | 26,327 |
Non-current financial assets | 20,460 | 19,525 |
Total | $ 570,515 | $ 588,299 |
Categories of Financial Asset_4
Categories of Financial Assets and Financial Liabilities - Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Period Increase (Decrease) | $ 5.1 | $ 9.2 |
Categories of Financial Asset_5
Categories of Financial Assets and Financial Liabilities - Financial Liabilities (Details) - Estimate of Fair Value Measurement - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trade payables | $ 425,376 | $ 417,032 |
Other taxes | 55,592 | 58,783 |
Employee - related payables | 65,878 | 66,219 |
Other current liabilities | 47,115 | 65,677 |
Financial liabilities | 3,508 | 3,657 |
Total | $ 597,469 | $ 611,368 |
Categories of Financial Asset_6
Categories of Financial Assets and Financial Liabilities - Derivative Instruments (Details) - Estimate of Fair Value Measurement - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 1,703 | $ 5,159 |
Derivative Liability | $ 0 | $ 0 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||||
Cash equivalent | $ 125,442 | $ 146,875 | ||
Cash on hand | 238,984 | 267,236 | ||
Total Cash and cash equivalents | $ 364,426 | $ 414,111 | $ 270,317 | $ 353,537 |
Trade Receivables - Net Book Va
Trade Receivables - Net Book Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||||
Trade accounts receivables | $ 499,819 | $ 504,919 | ||
(Less) Allowance for doubtful accounts | (25,918) | (20,818) | $ (11,598) | $ (6,264) |
Net book value at end of period | $ 473,901 | $ 484,101 |
Trade Receivables - Allowance f
Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ (20,818) | $ (11,598) | $ (6,264) |
Provision for doubtful accounts | (17,656) | (13,315) | (9,898) |
Reversal of provision | 11,956 | 4,821 | 4,464 |
Change in consolidation scope | (150) | 0 | (221) |
Currency translation adjustment | 750 | (726) | 321 |
Balance at end of period | $ (25,918) | $ (20,818) | $ (11,598) |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to suppliers | $ 4,056 | $ 3,244 |
Other debtors | 4,762 | 5,694 |
Prepaid expenses | 12,295 | 12,230 |
Derivative financial instruments | 1,703 | 5,159 |
Gross book value at end of period | 22,816 | 26,327 |
Net book value at end of period | $ 22,816 | $ 26,327 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Property, Plant and Equipment [Roll Forward] | ||
Beginning Balance | $ 161,738 | $ 108,581 |
Additions to tangible assets | 105,549 | 112,086 |
Disposal of tangible assets net of accumulated depreciation | (225) | (1,353) |
Depreciation expense | (78,187) | (66,061) |
Change in consolidation scope | 129 | 0 |
Currency translation adjustment | (4,991) | 8,485 |
Transfer into service | 0 | 0 |
Ending Balance | 184,013 | 161,738 |
Gross book value at end of period | 423,085 | 329,175 |
Accumulated depreciation at end of period | (239,072) | (167,437) |
Fixtures and fittings | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Beginning Balance | 22,265 | 18,165 |
Additions to tangible assets | 1,075 | 7,088 |
Disposal of tangible assets net of accumulated depreciation | (19) | (115) |
Depreciation expense | (6,025) | (6,315) |
Change in consolidation scope | 26 | 0 |
Currency translation adjustment | (340) | 717 |
Transfer into service | 1,902 | 2,725 |
Ending Balance | 18,884 | 22,265 |
Gross book value at end of period | 36,458 | 34,507 |
Accumulated depreciation at end of period | (17,574) | (12,242) |
Furniture and equipment | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Beginning Balance | 110,351 | 77,749 |
Additions to tangible assets | 27,741 | 59,526 |
Disposal of tangible assets net of accumulated depreciation | (176) | (1,238) |
Depreciation expense | (72,162) | (59,746) |
Change in consolidation scope | 103 | 0 |
Currency translation adjustment | (3,957) | 6,425 |
Transfer into service | 82,901 | 27,635 |
Ending Balance | 144,801 | 110,351 |
Gross book value at end of period | 366,299 | 265,546 |
Accumulated depreciation at end of period | (221,498) | (155,195) |
Construction in Progress | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Beginning Balance | 29,122 | 12,667 |
Additions to tangible assets | 76,733 | 45,472 |
Disposal of tangible assets net of accumulated depreciation | (30) | 0 |
Depreciation expense | 0 | 0 |
Change in consolidation scope | 0 | 0 |
Currency translation adjustment | (694) | 1,343 |
Transfer into service | (84,803) | (30,360) |
Ending Balance | 20,328 | 29,122 |
Gross book value at end of period | 20,328 | 29,122 |
Accumulated depreciation at end of period | $ 0 | $ 0 |
Intangible assets - Schedule of
Intangible assets - Schedule of Changes in Net Book Value of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 96,223 | $ 102,944 |
Gross book value at beginning of period | 153,524 | |
Accumulated amortization at beginning of period | (57,301) | |
Additions to intangible assets | 11,436 | 10,117 |
Disposal of intangible assets | (19) | |
Amortization expense | (25,314) | (27,161) |
Change in consolidation scope | 31,210 | 7,203 |
Currency translation adjustment | (1,500) | 3,120 |
Transfer into service | 0 | 0 |
Ending balance | 112,036 | 96,223 |
Gross book value at end of period | 192,348 | 153,524 |
Accumulated amortization at beginning of period | (80,312) | (57,301) |
Software | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 13,153 | 11,387 |
Gross book value at beginning of period | 33,778 | |
Accumulated amortization at beginning of period | (20,625) | |
Additions to intangible assets | 0 | 4,615 |
Disposal of intangible assets | 0 | |
Amortization expense | (9,490) | (7,235) |
Change in consolidation scope | 0 | 0 |
Currency translation adjustment | (615) | 1,571 |
Transfer into service | 10,218 | 2,815 |
Ending balance | 13,266 | 13,153 |
Gross book value at end of period | 42,161 | 33,778 |
Accumulated amortization at beginning of period | (28,895) | (20,625) |
Technology and customer relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 78,601 | 90,663 |
Gross book value at beginning of period | 115,277 | |
Accumulated amortization at beginning of period | (36,676) | |
Additions to intangible assets | 0 | 0 |
Disposal of intangible assets | 0 | |
Amortization expense | (15,824) | (19,926) |
Change in consolidation scope | 31,192 | 7,203 |
Currency translation adjustment | (652) | 661 |
Transfer into service | 0 | 0 |
Ending balance | 93,317 | 78,601 |
Gross book value at end of period | 144,734 | 115,277 |
Accumulated amortization at beginning of period | (51,417) | (36,676) |
Construction in Progress | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 4,469 | 894 |
Gross book value at beginning of period | 4,469 | |
Accumulated amortization at beginning of period | 0 | |
Additions to intangible assets | 11,436 | 5,502 |
Disposal of intangible assets | (19) | |
Amortization expense | 0 | 0 |
Change in consolidation scope | 18 | 0 |
Currency translation adjustment | (233) | 888 |
Transfer into service | (10,218) | (2,815) |
Ending balance | 5,453 | 4,469 |
Gross book value at end of period | 5,453 | 4,469 |
Accumulated amortization at beginning of period | $ 0 | $ 0 |
Intangible assets - Schedule _2
Intangible assets - Schedule of Expected Amortization Expense for Intangible assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
2,019 | $ 29,668 |
2,020 | 22,416 |
2,021 | 20,632 |
2,022 | 12,439 |
2,023 | 11,028 |
Thereafter | 15,853 |
Total | $ 112,036 |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 9 years |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
2,019 | $ 7,768 |
2,020 | 5,535 |
2,021 | 3,751 |
2,022 | 936 |
2,023 | 715 |
Thereafter | 14 |
Total | $ 18,719 |
Average life of intangible assets (in years) | 3 years |
Software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 3 years |
Software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 5 years |
Technology and customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
2,019 | $ 21,900 |
2,020 | 16,881 |
2,021 | 16,881 |
2,022 | 11,503 |
2,023 | 10,313 |
Thereafter | 15,839 |
Total | $ 93,317 |
Technology and customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 3 years |
Technology and customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Average life of intangible assets (in years) | 9 years |
Non-Current Financial Assets (D
Non-Current Financial Assets (Details) $ in Millions | Dec. 31, 2018USD ($) |
Interest-bearing Deposits | |
Guarantor Obligations [Line Items] | |
Deposit Assets | $ 6.4 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 236,826 | $ 209,418 |
Additions to goodwill | 77,905 | 23,738 |
Currency translation adjustment | (1,850) | 3,670 |
Goodwill | $ 312,881 | $ 236,826 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Thousands, € in Millions | Oct. 29, 2018USD ($) | Aug. 03, 2018EUR (€) | Aug. 03, 2018USD ($) | Dec. 31, 2018EUR (€)business | Dec. 31, 2018USD ($)business | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Nov. 09, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Number of business combinations | business | 2 | 2 | |||||||
Goodwill | $ 236,826 | $ 312,881 | $ 209,418 | ||||||
Acquisition Costs | $ 1,700 | ||||||||
Manage, Inc. | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Consideration Transferred | $ 60,000 | ||||||||
Deferred Tax Liability | 4,400 | ||||||||
Goodwill | 45,600 | ||||||||
Manage, Inc. | Technology Relationships | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Assets acquired | 9,800 | ||||||||
Manage, Inc. | Customer Relationships | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Assets acquired | 7,300 | ||||||||
Storetail | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Consideration Transferred | € 41.3 | $ 47,800 | |||||||
Deferred Tax Liability | € 3.6 | 4,100 | |||||||
Goodwill | 27.8 | $ 32,300 | |||||||
Payments to acquire business | 37.7 | 43,700 | |||||||
Deferred consideration | € 3.6 | $ 4,100 | |||||||
Storetail | Technology and Related Marketing Solution Asset | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Assets acquired | € 12.2 | $ 14,200 | |||||||
HookLogic, Inc. | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Consideration Transferred | 249,000 | ||||||||
Deferred Tax Liability | $ 32,100 | ||||||||
Goodwill | 188,600 | ||||||||
Acquisition Costs | $ 2,200 | ||||||||
HookLogic, Inc. | Technology-Based Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Finite Lived Asset Acquired | 15,100 | ||||||||
HookLogic, Inc. | Customer Relationships | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Finite Lived Asset Acquired | $ 78,300 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingency Accrual [Roll Forward] | ||
Contingencies Accrual, beginning balance | $ 1,798 | $ 654 |
Charges | 2,193 | 1,524 |
Provision used | (400) | (227) |
Provision released not used | (860) | (220) |
Currency translation adjustments | (91) | 67 |
Contingencies Accrual, ending balance | 2,640 | 1,798 |
Contingencies Accrual, of which current | 2,640 | |
Provision for employee- related litigation | ||
Loss Contingency Accrual [Roll Forward] | ||
Contingencies Accrual, beginning balance | 545 | 485 |
Charges | 325 | 383 |
Provision used | (180) | (227) |
Provision released not used | (404) | (128) |
Currency translation adjustments | (42) | 32 |
Contingencies Accrual, ending balance | 244 | 545 |
Contingencies Accrual, of which current | 244 | |
Other provisions | ||
Loss Contingency Accrual [Roll Forward] | ||
Contingencies Accrual, beginning balance | 1,253 | 169 |
Charges | 1,868 | 1,141 |
Provision used | (220) | 0 |
Provision released not used | (456) | (92) |
Currency translation adjustments | (49) | 35 |
Contingencies Accrual, ending balance | 2,396 | $ 1,253 |
Contingencies Accrual, of which current | $ 2,396 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Clients' prepayments | $ 10,328 | $ 23,857 |
Credit notes | 13,183 | 9,638 |
Accounts payable relating to capital expenditures | 21,454 | 30,736 |
Other creditors | 1,527 | 740 |
Deferred revenue | 623 | 706 |
Total | $ 47,115 | $ 65,677 |
Financial Liabilities - Loans a
Financial Liabilities - Loans and RCF Agreements (Details) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Amount drawn | $ 2,941,000 | |||||
BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.09% | 2.09% | ||||
Amount drawn | $ 1,718,000 | |||||
Other BPI Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||
Amount drawn | $ 986,000 | |||||
Other Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||
Amount drawn | $ 169,000 | |||||
Revolving Credit Facility | BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Amount drawn | € 2,400,000 | 2,700,000 | ||||
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF | ||||||
Debt Instrument [Line Items] | ||||||
Maximum Borrowing Capacity | € 350,000,000 | 400,700,000 | € 350,000,000 | $ 400,700,000 | € 250,000,000 | $ 286,200,000 |
Amount drawn | $ 0 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Details) | 1 Months Ended | |||||
Sep. 30, 2015EUR (€) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Sep. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Amount drawn | $ 2,941,000 | |||||
Other Loans | ||||||
Debt Instrument [Line Items] | ||||||
Amount drawn | 169,000 | |||||
Revolving Credit Facility | Bank Syndicate RCF | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, term (in years) | 5 years | |||||
BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Amount drawn | 1,718,000 | |||||
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF | ||||||
Debt Instrument [Line Items] | ||||||
Maximum Borrowing Capacity | € 250,000,000 | € 350,000,000 | 400,700,000 | € 350,000,000 | $ 400,700,000 | $ 286,200,000 |
Amount drawn | 0 | |||||
Revolving Credit Facility | BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Amount drawn | € 2,400,000 | $ 2,700,000 |
Financial Liabilities - Maturit
Financial Liabilities - Maturity of Financial Liabilities and Cash and Cash Equivalents (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Borrowings | |
Borrowings | $ 2,941 |
Next Twelve Months | 899 |
Year Two | 926 |
Year Three | 583 |
Year Four | 268 |
Year Five | 265 |
Year Six | 0 |
Other financial liabilities | |
Other financial liabilities | 567 |
Next Twelve Months | 119 |
Year Two | 448 |
Year Three | 0 |
Year Four | 0 |
Year Five | 0 |
Year Six | 0 |
Financial liabilities | |
Financial liabilities | 3,508 |
Next Twelve Months | 1,018 |
Year Two | 1,374 |
Year Three | 583 |
Year Four | 268 |
Year Five | 265 |
Year Six | $ 0 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Projected Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation present value - beginning of period | $ 5,149 | $ 3,221 | $ 1,445 |
Service cost | 1,690 | 1,231 | 524 |
Interest cost | 86 | 66 | 37 |
Actuarial losses (gains) | (1,235) | 103 | 1,335 |
Change in consolidation scope | 98 | 0 | 19 |
Currency translation adjustment | (251) | 528 | (139) |
Projected benefit obligation present value - end of period | $ 5,537 | $ 5,149 | $ 3,221 |
Employee Benefits - Schedule _2
Employee Benefits - Schedule of Assumptions Used for Actuarial Valuations (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate (Corp AA) | 2.10% | 1.70% | 1.90% |
Expected rate of salary increase | 5.00% | 5.00% | 5.00% |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected rate of social charges | 49.00% | 49.00% | 49.00% |
Expected staff turnover | 0.00% | 0.00% | 0.00% |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected rate of social charges | 50.00% | 50.00% | 51.00% |
Expected staff turnover | 10.50% | 10.50% | 10.50% |
Employee Benefits - Schedule _3
Employee Benefits - Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |||
Defined contributions plans included in personnel expenses | $ (16,912) | $ (14,345) | $ (11,061) |
Common Shares (Details)
Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common Stock, Shares Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 66,085,097 | 63,978,204 |
Issuance of shares under share option and free share plans (in shares) | 1,466,247 | 2,106,893 |
Storetail deferred consideration (in shares) | 156,859 | |
Share repurchase program (in shares) | (3,459,119) | 0 |
Ending Balance (in shares) | 67,708,203 | 66,085,097 |
Before Storetail deferred consideration and Share repurchase program | ||
Common Stock, Shares Outstanding [Roll Forward] | ||
Ending Balance (in shares) | 67,551,344 | |
After Storetail deferred consideration and before Share repurchase program | ||
Common Stock, Shares Outstanding [Roll Forward] | ||
Ending Balance (in shares) | 67,708,203 | |
Common stock after share repurchase program | ||
Common Stock, Shares Outstanding [Roll Forward] | ||
Ending Balance (in shares) | 64,249,084 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,300,314 | $ 2,296,692 | $ 1,799,146 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 954,073 | 990,424 | 730,873 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 839,825 | 808,961 | 660,523 |
Asia-Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 506,416 | $ 497,307 | $ 407,750 |
Nature of Expenses Allocated _3
Nature of Expenses Allocated by Function - Cost of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||
Cost of Goods and Services Sold | $ (1,334,334) | $ (1,355,556) | $ (1,068,911) |
Other cost of revenue | (131,744) | (121,641) | (85,260) |
Depreciation and amortization | (67,346) | (54,219) | (38,469) |
Total cost of revenue | (1,466,078) | (1,477,197) | (1,154,171) |
Hosting costs | |||
Revenue from External Customer [Line Items] | |||
Cost of Goods and Services Sold | (54,764) | (57,895) | (41,978) |
Data acquisition | |||
Revenue from External Customer [Line Items] | |||
Data acquisition | (282) | (269) | (122) |
Other cost of sales | |||
Revenue from External Customer [Line Items] | |||
Cost of Goods and Services Sold | $ (9,352) | $ (9,258) | $ (4,691) |
Nature of Expenses Allocated _4
Nature of Expenses Allocated by Function - Research and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | $ (451,428) | $ (445,563) | $ (332,353) |
Personnel expense excluding equity awards compensation expense and research tax credit | (296,336) | (284,015) | (220,317) |
Equity awards compensation expense | (66,600) | (71,612) | (43,259) |
Research tax credit | 10,687 | 6,289 | 4,941 |
Total research and development expenses | (179,263) | (173,925) | (123,649) |
Research and Development Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | (130,696) | (125,662) | (86,389) |
Personnel expense excluding equity awards compensation expense and research tax credit | (120,024) | (110,939) | (79,222) |
Equity awards compensation expense | (21,359) | (21,012) | (12,108) |
Research tax credit | 10,687 | 6,289 | 4,941 |
Other cash operating expenses | (37,119) | (34,073) | (29,867) |
Subcontracting and other headcount related costs | (15,129) | (19,437) | (14,713) |
Rent and facilities costs | (14,201) | (11,466) | (10,939) |
Consulting and professional fees | (3,320) | (2,680) | (2,423) |
Marketing costs | (4,976) | (909) | (953) |
Other | 507 | 419 | (839) |
Other non-cash operating expenses | (11,448) | (14,190) | (7,393) |
Depreciation and amortization | (10,602) | (13,420) | (7,211) |
Net change in other provisions | (846) | (770) | (182) |
Total research and development expenses | $ (179,263) | $ (173,925) | $ (123,649) |
Nature of Expenses Allocated _5
Nature of Expenses Allocated by Function - Sales and Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | $ (451,428) | $ (445,563) | $ (332,353) |
Personnel expense excluding equity awards compensation expense and research tax credit | (296,336) | (284,015) | (220,317) |
Equity awards compensation expense | (66,600) | (71,612) | (43,259) |
Provision for doubtful accounts | (17,656) | (13,315) | (9,898) |
Sales and operations expenses | (372,707) | (380,649) | (282,853) |
Sales And Operations Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | (244,256) | (245,481) | (185,065) |
Personnel expense excluding equity awards compensation expense and research tax credit | (215,615) | (214,750) | (168,227) |
Equity awards compensation expense | (28,641) | (30,731) | (16,838) |
Other cash operating expenses | (104,960) | (105,714) | (84,127) |
Subcontracting and other headcount related costs | (25,706) | (29,053) | (22,460) |
Rent and facilities costs | (32,398) | (32,952) | (29,968) |
Marketing costs | (17,864) | (20,650) | (15,225) |
Consulting and professional fees | (5,330) | (5,605) | (1,785) |
Operating taxes | (11,788) | (14,120) | (12,963) |
Other | (11,874) | (3,334) | (1,726) |
Other non-cash operating expenses | (23,491) | (29,454) | (13,661) |
Depreciation and amortization | (18,245) | (19,844) | (7,757) |
Provision for doubtful accounts | (5,453) | (8,493) | (5,433) |
Net change in other provisions | 207 | (1,117) | (471) |
Sales and operations expenses | $ (372,707) | $ (380,649) | $ (282,853) |
Nature of Expenses Allocated _6
Nature of Expenses Allocated by Function - General and Administrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | $ (451,428) | $ (445,563) | $ (332,353) |
Personnel expense excluding equity awards compensation expense and research tax credit | (296,336) | (284,015) | (220,317) |
Equity awards compensation expense | (66,600) | (71,612) | (43,259) |
Provision for doubtful accounts | (17,656) | (13,315) | (9,898) |
General and administrative expenses | (135,159) | (127,077) | (117,469) |
General and Administrative Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | (76,476) | (74,420) | (60,899) |
Personnel expense excluding equity awards compensation expense and research tax credit | (59,876) | (54,551) | (46,586) |
Equity awards compensation expense | (16,600) | (19,869) | (14,313) |
Other cash operating expenses | (48,687) | (46,271) | (52,867) |
Subcontracting and other headcount related costs | (16,638) | (15,583) | (22,990) |
Rent and facilities costs | (11,081) | (9,846) | (9,516) |
Marketing costs | (1,061) | (806) | (626) |
Consulting and professional fees | (18,163) | (16,693) | (18,298) |
Other | (1,744) | (3,343) | (1,437) |
Other non-cash operating expenses | (9,996) | (6,386) | (3,703) |
Depreciation and amortization | (7,306) | (5,738) | (3,342) |
Provision for doubtful accounts | (2,690) | (648) | (361) |
General and administrative expenses | $ (135,159) | $ (127,077) | $ (117,469) |
Nature of Expenses Allocated _7
Nature of Expenses Allocated by Function - Restructuring Charges of China Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 6,922,000 | $ 7,915,000 | $ 2,726,000 | ||
Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 802,000 | ||||
Facility Exit Costs | 2,265,000 | ||||
Other | 232,000 | ||||
Restructuring charges | $ 0 | $ 3,300,000 | 3,299,000 | ||
Other Cost of Operating Revenue | Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2,500,000 | ||||
Selling and Marketing Expense | Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 700,000 | ||||
General and Administrative Expense | Restructuring of China Operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 100,000 |
Nature of Expenses Allocated _8
Nature of Expenses Allocated by Function - Restructuring Liabilities of China Operations (Details) - Restructuring of China Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring liability - January 1, 2017 | $ 432,000 | $ 0 | $ 0 | |
Restructuring charges | $ 0 | $ 3,300,000 | 3,299,000 | |
Amounts paid | $ (400,000) | (2,855,000) | ||
Other | (12,000) | |||
Restructuring liability - December 31, 2017 | $ 432,000 |
Nature of Expenses Allocated _9
Nature of Expenses Allocated by Function - Discontinuation of Criteo Predictive Search (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance costs | $ 6,922 | $ 7,915 | $ 2,726 | |
Criteo Predictive Search Discontinuation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Gain | $ 100 | |||
Severance costs | 127 | 2,602 | ||
Facility Exit Costs | 297 | 0 | ||
Other | (477) | 1,455 | ||
Restructuring charges | $ (53) | 4,057 | ||
Research and Development Expense | Criteo Predictive Search Discontinuation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (300) | 2,900 | ||
Sales And Operations Expense | Criteo Predictive Search Discontinuation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 200 | 1,100 | ||
Write-off of Intangible Assets | Criteo Predictive Search Discontinuation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2,200 | |||
Share-based Compensation Expense | Criteo Predictive Search Discontinuation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ (500) | $ 700 |
Nature of Expenses Allocated_10
Nature of Expenses Allocated by Function - Restructuring Liabilities of Discontinuation of Criteo Predictive Search (Details) - Criteo Predictive Search Discontinuation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring liability - January 1, 2017 | $ 2,351 | $ 0 |
Restructuring charges | (53) | 4,057 |
Amounts paid | (2,271) | (251) |
Other | 477 | (1,455) |
Restructuring liability - December 31, 2017 | $ 504 | $ 2,351 |
Allocation of Personnel Expen_3
Allocation of Personnel Expenses - Allocation of Personnel Expenses by Function (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | $ (451,428) | $ (445,563) | $ (332,353) |
Research and Development Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | (130,696) | (125,662) | (86,389) |
Sales And Operations Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | (244,256) | (245,481) | (185,065) |
General and Administrative Expense | |||
Condensed Income Statements, Captions [Line Items] | |||
Personnel expenses | $ (76,476) | $ (74,420) | $ (60,899) |
Allocation of Personnel Expen_4
Allocation of Personnel Expenses - Allocation of Personnel Expenses by Nature (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Wages and salaries | $ (296,336) | $ (284,015) | $ (220,317) |
Severance pay | (6,922) | (7,915) | (2,726) |
Social charges | (77,284) | (70,130) | (59,668) |
Other social expenses | (14,375) | (17,178) | (9,913) |
Acquisition-related deferred price consideration | 0 | 0 | (85) |
Equity awards compensation expense | (66,600) | (71,612) | (43,259) |
Profit sharing | (598) | (1,002) | (1,326) |
Research tax credit | 10,687 | 6,289 | 4,941 |
Total | $ (451,428) | $ (445,563) | $ (332,353) |
Share-Based Compensation - Shar
Share-Based Compensation - Share Options Plans and Employee Warrants Grants (BSPCE) (Details) - shares | Jun. 27, 2018 | Jun. 28, 2017 | Jun. 29, 2016 | Jun. 18, 2014 | Aug. 02, 2013 | Sep. 14, 2012 | Nov. 18, 2011 | Apr. 07, 2011 | Apr. 23, 2010 | Sep. 09, 2009 | Apr. 16, 2009 | Oct. 24, 2008 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Options granted (in shares) | 4,146,709 | 2,246,712 | 3,160,683 | ||||||||||||
Average percent of closing share prices | 95.00% | ||||||||||||||
OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Options granted (in shares) | 1,013,065 | 355,010 | 576,443 | ||||||||||||
BSA | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Options granted (in shares) | 125,000 | 57,290 | 48,655 | ||||||||||||
RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Options granted (in shares) | 3,133,644 | 1,891,702 | 2,584,240 | ||||||||||||
RSUs | Vesting Period 1 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting rights | 50.00% | ||||||||||||||
RSUs | Vesting Period 2 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 24 months | ||||||||||||||
Award vesting rights | 6.25% | ||||||||||||||
Plan 1 | BSPCE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 2,112,000 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 2,112,000 | ||||||||||||||
Plan 2 | BSPCE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 1,472,800 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 1,472,800 | ||||||||||||||
Plan 3 | Employee Stock Option | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 1,584,000 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 1,584,000 | ||||||||||||||
Options granted (in shares) | 960,000 | ||||||||||||||
Plan 3 | OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares authorized to be granted (in shares) | 2,700,000 | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 4 | BSPCE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Options granted (in shares) | 361,118 | ||||||||||||||
Plan 5 | OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 2,800,000 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 2,800,000 | ||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 6 | BSPCE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 1 year | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 6 | OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 1,654,290 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 1,654,290 | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 7 | OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 6,627,237 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 6,627,237 | ||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 8 | Employee Stock Option | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 9,935,710 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 9,935,710 | ||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 8 | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Plan 9 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 9 | Vesting Period 2 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 36 months | ||||||||||||||
Plan 9 | Employee Stock Option | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 9 | OSAs | Vesting Period 1 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting rights | 25.00% | ||||||||||||||
Plan 9 | OSAs | Vesting Period 2 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting rights | 6.25% | ||||||||||||||
Plan 9 | Share Options and Restricted Stock Units (RSUs) | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 4,600,000 | ||||||||||||||
Plan 9 | BSA | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 100,000 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 4,600,000 | ||||||||||||||
Plan 9 | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Plan 10 | Employee Stock Option | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 10 | Share Options and Restricted Stock Units (RSUs) | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 4,600,000 | ||||||||||||||
Plan 10 | BSA | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 120,000 | ||||||||||||||
Number of shares authorized to be granted (in shares) | 4,600,000 | ||||||||||||||
Plan 10 | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Plan 11 | Employee Stock Option | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plan 11 | Share Options and Restricted Stock Units (RSUs) | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 4,200,000 | ||||||||||||||
Plan 11 | BSA | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Additional shares authorized (in shares) | 150,000 | ||||||||||||||
Plan 11 | RSUs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||||||
Plans 1, 2, and 3 | OSAs | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Expiration Period (in years) | 10 years | ||||||||||||||
Plans 1, 2, and 3 | OSAs | Vesting Period 1 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting rights | 33.33% | ||||||||||||||
Plans 1, 2, and 3 | OSAs | Vesting Period 2 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award Vesting Period (in years) | 24 months | ||||||||||||||
Award vesting rights | 8.33% |
Share-Based Compensation - Deta
Share-Based Compensation - Details of BSPCE / OSA / RSU plans (Details) - € / shares | Jul. 26, 2018 | Jun. 27, 2017 | Jul. 28, 2016 | Jan. 29, 2016 | Oct. 29, 2015 | Oct. 25, 2012 | Apr. 07, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 4,146,709 | 2,246,712 | 3,160,683 | ||||||||
BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 1,013,065 | 355,010 | 576,443 | ||||||||
RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 3,133,644 | 1,891,702 | 2,584,240 | ||||||||
Plans 1 and 2 | BSPCE | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 3 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 8 years | ||||||||||
Number of instruments granted (in shares) | 1,819,120 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 3 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 8 years | ||||||||||
Number of instruments granted (in shares) | 4,289,940 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 3 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 960,000 | ||||||||||
Plan 3 | Performance OSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 180,000 | ||||||||||
Plan 5 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 8 years | ||||||||||
Number of instruments granted (in shares) | 1,184,747 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Exercise price (in Euro per share) | € 5.95 | ||||||||||
Grant date share fair value (in Euro per share) | € 4.98 | ||||||||||
Plan 6 | BSPCE | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 1 year | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 8 years | ||||||||||
Number of instruments granted (in shares) | 257,688 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Exercise price (in Euro per share) | € 8.28 | ||||||||||
Grant date share fair value (in Euro per share) | € 6.43 | ||||||||||
Expected volatility | 50.20% | ||||||||||
Discount rate | 2.20% | ||||||||||
Fair value per option/RSU | € 3.28 | ||||||||||
Plan 6 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 8 years | ||||||||||
Number of instruments granted (in shares) | 1,065,520 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 6 | Performance BSPCE | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted (in shares) | 257,688 | ||||||||||
Share-based compensation expense, recognition period | 1 year | ||||||||||
Plan 7 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Number of instruments granted (in shares) | 2,317,374 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 8 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 6 years | ||||||||||
Number of instruments granted (in shares) | 4,318,551 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 8 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Number of instruments granted (in shares) | 2,534,262 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 8 | Performance RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's granted | 33,010 | 337,960 | |||||||||
Plan 9 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Plan 9 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 6 years | ||||||||||
Number of instruments granted (in shares) | 502,410 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 9 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Number of instruments granted (in shares) | 2,556,315 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 9 | Performance RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's granted | 135,500 | 195,250 | |||||||||
Plan 10 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 6 years | ||||||||||
Number of instruments granted (in shares) | 947,565 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 10 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Number of instruments granted (in shares) | 2,150,498 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Plan 10 | Performance RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
RSU's granted | 203,332 | ||||||||||
Plan 11 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Contractual Life (in years) | 10 years | ||||||||||
Expected option life (in years) | 6 years | ||||||||||
Number of instruments granted (in shares) | 65,500 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Exercise price (in Euro per share) | € 18.72 | ||||||||||
Grant date share fair value (in Euro per share) | € 18.72 | ||||||||||
Expected volatility | 40.70% | ||||||||||
Discount rate | 0.90% | ||||||||||
Fair value per option/RSU | € 6.94 | ||||||||||
Plan 11 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Number of instruments granted (in shares) | 1,471,916 | ||||||||||
Share entitlement per option | 1 | ||||||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | € 33.98 | ||||||||||
Minimum | Plans 1 and 2 | BSPCE | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 0.45 | ||||||||||
Grant date share fair value (in Euro per share) | € 0.20 | ||||||||||
Expected volatility | 53.00% | ||||||||||
Discount rate | 2.74% | ||||||||||
Fair value per option/RSU | € 0.08 | ||||||||||
Minimum | Plan 3 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 3 years | ||||||||||
Exercise price (in Euro per share) | € 0.20 | ||||||||||
Grant date share fair value (in Euro per share) | € 0.20 | ||||||||||
Expected volatility | 55.20% | ||||||||||
Discount rate | 2.62% | ||||||||||
Fair value per option/RSU | € 0.08 | ||||||||||
Minimum | Plan 5 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected volatility | 52.10% | ||||||||||
Discount rate | 2.79% | ||||||||||
Fair value per option/RSU | € 2.75 | ||||||||||
Minimum | Plan 6 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Exercise price (in Euro per share) | € 8.28 | ||||||||||
Grant date share fair value (in Euro per share) | € 5.45 | ||||||||||
Expected volatility | 49.60% | ||||||||||
Discount rate | 1.80% | ||||||||||
Fair value per option/RSU | € 3.28 | ||||||||||
Minimum | Plan 7 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected option life (in years) | 6 years | ||||||||||
Exercise price (in Euro per share) | € 12.08 | ||||||||||
Grant date share fair value (in Euro per share) | € 12.08 | ||||||||||
Expected volatility | 44.20% | ||||||||||
Discount rate | 1.20% | ||||||||||
Fair value per option/RSU | € 6.85 | ||||||||||
Minimum | Plan 8 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 22.95 | ||||||||||
Grant date share fair value (in Euro per share) | € 22.50 | ||||||||||
Expected volatility | 39.40% | ||||||||||
Discount rate | 0.00% | ||||||||||
Fair value per option/RSU | € 9.47 | ||||||||||
Minimum | Plan 8 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 35.18 | ||||||||||
Fair value per option/RSU | 26.16 | ||||||||||
Minimum | Plan 9 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 38.20 | ||||||||||
Grant date share fair value (in Euro per share) | € 38.20 | ||||||||||
Expected volatility | 40.60% | ||||||||||
Fair value per option/RSU | € 14.49 | ||||||||||
Minimum | Plan 9 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value per option/RSU | 33.98 | ||||||||||
Minimum | Plan 10 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 24.63 | ||||||||||
Grant date share fair value (in Euro per share) | € 24.63 | ||||||||||
Expected volatility | 41.00% | ||||||||||
Discount rate | 0.60% | ||||||||||
Fair value per option/RSU | € 9.85 | ||||||||||
Minimum | Plan 10 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 22.92 | ||||||||||
Fair value per option/RSU | 22.92 | ||||||||||
Minimum | Plan 11 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 17.98 | ||||||||||
Fair value per option/RSU | 17.98 | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 49.08 | ||||||||||
Maximum | Plans 1 and 2 | BSPCE | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 2.10 | ||||||||||
Grant date share fair value (in Euro per share) | € 0.70 | ||||||||||
Expected volatility | 55.70% | ||||||||||
Discount rate | 4.10% | ||||||||||
Fair value per option/RSU | € 0.45 | ||||||||||
Maximum | Plan 3 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 4 years | ||||||||||
Exercise price (in Euro per share) | € 5.95 | ||||||||||
Grant date share fair value (in Euro per share) | € 4.98 | ||||||||||
Expected volatility | 57.80% | ||||||||||
Discount rate | 3.76% | ||||||||||
Fair value per option/RSU | € 2.88 | ||||||||||
Maximum | Plan 5 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected volatility | 52.90% | ||||||||||
Discount rate | 3.53% | ||||||||||
Fair value per option/RSU | € 2.85 | ||||||||||
Maximum | Plan 6 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award Vesting Period (in years) | 5 years | ||||||||||
Exercise price (in Euro per share) | € 10.43 | ||||||||||
Grant date share fair value (in Euro per share) | € 6.43 | ||||||||||
Expected volatility | 50.20% | ||||||||||
Discount rate | 2.27% | ||||||||||
Fair value per option/RSU | € 5.83 | ||||||||||
Maximum | Plan 7 | BSCPCE & OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected option life (in years) | 8 years | ||||||||||
Exercise price (in Euro per share) | € 38.81 | ||||||||||
Grant date share fair value (in Euro per share) | € 38.81 | ||||||||||
Expected volatility | 50.10% | ||||||||||
Discount rate | 2.40% | ||||||||||
Fair value per option/RSU | € 16.90 | ||||||||||
Maximum | Plan 8 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 47.47 | ||||||||||
Grant date share fair value (in Euro per share) | € 47.47 | ||||||||||
Expected volatility | 44.50% | ||||||||||
Discount rate | 0.71% | ||||||||||
Fair value per option/RSU | € 17.97 | ||||||||||
Maximum | Plan 8 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 35.58 | ||||||||||
Fair value per option/RSU | 37.10 | ||||||||||
Maximum | Plan 9 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 43.45 | ||||||||||
Grant date share fair value (in Euro per share) | € 43.45 | ||||||||||
Expected volatility | 41.30% | ||||||||||
Fair value per option/RSU | € 16.82 | ||||||||||
Maximum | Plan 9 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value per option/RSU | 49.08 | ||||||||||
Maximum | Plan 10 | OSA | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price (in Euro per share) | 28.69 | ||||||||||
Grant date share fair value (in Euro per share) | € 28.69 | ||||||||||
Expected volatility | 41.50% | ||||||||||
Discount rate | 0.70% | ||||||||||
Fair value per option/RSU | € 11.40 | ||||||||||
Maximum | Plan 10 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 44.37 | ||||||||||
Fair value per option/RSU | 44.37 | ||||||||||
Maximum | Plan 11 | RSU | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date share fair value (in Euro per share) | 30.80 | ||||||||||
Fair value per option/RSU | € 30.80 |
Share-Based Compensation - Chan
Share-Based Compensation - Change in Number of outstanding BSPCE / OSA / RSU (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning Balance (in shares) | 7,405,216 | 8,203,371 | 7,643,439 |
Granted (in shares) | 4,146,709 | 2,246,712 | 3,160,683 |
Exercised (in shares) | (137,348) | (1,668,838) | (1,470,323) |
Vested (RSU's) (in shares) | (1,362,873) | (379,135) | |
Forfeited (in shares) | (2,084,102) | (996,894) | (1,130,428) |
Expired (in shares) | 0 | 0 | 0 |
Ending Balance (in shares) | 7,967,602 | 7,405,216 | 8,203,371 |
OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning Balance (in shares) | 3,192,708 | 4,960,092 | 6,547,854 |
Granted (in shares) | 1,013,065 | 355,010 | 576,443 |
Exercised (in shares) | (137,348) | (1,668,838) | (1,470,323) |
Vested (RSU's) (in shares) | 0 | 0 | |
Forfeited (in shares) | (880,960) | (453,556) | (693,882) |
Expired (in shares) | 0 | 0 | 0 |
Ending Balance (in shares) | 3,187,465 | 3,192,708 | 4,960,092 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning Balance (in shares) | 4,212,508 | 3,243,279 | 1,095,585 |
Granted (in shares) | 3,133,644 | 1,891,702 | 2,584,240 |
Exercised (in shares) | 0 | 0 | 0 |
Vested (RSU's) (in shares) | (1,362,873) | (379,135) | |
Forfeited (in shares) | (1,203,142) | (543,338) | (436,546) |
Expired (in shares) | 0 | 0 | 0 |
Ending Balance (in shares) | 4,780,137 | 4,212,508 | 3,243,279 |
Share-Based Compensation - Brea
Share-Based Compensation - Breakdown of the Closing Balance of BSPCE / OSA / RSU (Details) - € / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 7,967,602 | 7,405,216 | 8,203,371 | 7,643,439 |
Weighted-average exercise price (in Euro per share) | € 26.94 | € 28.33 | € 23.92 | |
Weighted-average exercise price (in shares) | 2,241,036 | 1,971,130 | 2,708,406 | |
Weighted-average exercise price (in Euro per share) | € 25.39 | € 23.16 | € 17.73 | |
Weighted-average remaining contractual life | 6 years 8 months 6 days | 6 years 10 months 24 days | 6 years 10 months 24 days | |
OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 3,187,465 | 3,192,708 | 4,960,092 | 6,547,854 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 4,780,137 | 4,212,508 | 3,243,279 | 1,095,585 |
Weighted-average exercise price (in Euro per share) | € 0 | € 0 | € 0 | |
Weighted-average exercise price (in Euro per share) | € 0 | € 0 | € 0 | |
Plans 1 and 2 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 3,600 | 15,020 | 54,154 | |
Weighted-average exercise price (in Euro per share) | € 0.70 | € 0.87 | € 1.24 | |
Weighted-average exercise price (in shares) | 3,600 | 15,020 | 54,154 | |
Weighted-average exercise price (in Euro per share) | € 0.70 | € 0.87 | € 1.24 | |
Weighted-average remaining contractual life | 1 year 2 months 24 days | 1 year 6 months 24 days | 2 years 10 months 24 days | |
Plan 3 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 67,751 | 89,921 | 175,693 | |
Weighted-average exercise price (in Euro per share) | € 4.43 | € 4.03 | € 3.29 | |
Weighted-average exercise price (in shares) | 67,751 | 89,921 | 175,693 | |
Weighted-average exercise price (in Euro per share) | € 4.43 | € 4.03 | € 3.29 | |
Weighted-average remaining contractual life | 2 years 4 months 18 days | 3 years 4 months 18 days | 4 years 3 months 18 days | |
Plan 5 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 242,613 | 251,306 | 513,067 | |
Weighted-average exercise price (in Euro per share) | € 5.95 | € 5.95 | € 5.95 | |
Weighted-average exercise price (in shares) | 242,613 | 251,306 | 513,067 | |
Weighted-average exercise price (in Euro per share) | € 5.95 | € 5.95 | € 5.95 | |
Weighted-average remaining contractual life | 3 years 3 months 12 days | 4 years 3 months 12 days | 5 years 2 months 12 days | |
Plan 6 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 41,338 | 70,803 | 399,441 | |
Weighted-average exercise price (in Euro per share) | € 9.26 | € 9.65 | € 9.77 | |
Weighted-average exercise price (in shares) | 41,338 | 70,803 | 325,596 | |
Weighted-average exercise price (in Euro per share) | € 9.26 | € 9.65 | € 9.66 | |
Weighted-average remaining contractual life | 4 years 6 days | 5 years 1 month 6 days | 6 years 1 month 6 days | |
Plan 7 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 306,172 | 372,590 | 750,528 | |
Weighted-average exercise price (in Euro per share) | € 17.95 | € 17.70 | € 18.13 | |
Weighted-average exercise price (in shares) | 306,172 | 359,702 | 504,262 | |
Weighted-average exercise price (in Euro per share) | € 17.95 | € 17.31 | € 17.94 | |
Weighted-average remaining contractual life | 4 years 10 months 30 days | 5 years 9 months 18 days | 6 years 9 months 18 days | |
Plan 8 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 1,599,033 | 1,929,403 | 2,942,834 | |
Weighted-average exercise price (in Euro per share) | € 30.99 | € 32.07 | € 31.32 | |
Weighted-average exercise price (in shares) | 1,417,904 | 1,145,511 | 1,135,634 | |
Weighted-average exercise price (in Euro per share) | € 30.04 | € 30.88 | € 28.96 | |
Weighted-average remaining contractual life | 6 years 2 months 12 days | 7 years 2 months 12 days | 8 years 2 months 12 days | |
Plan 9 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 328,726 | 463,665 | 124,375 | |
Weighted-average exercise price (in Euro per share) | € 41.75 | € 42.04 | € 38.20 | |
Weighted-average exercise price (in shares) | 161,658 | 38,867 | ||
Weighted-average exercise price (in Euro per share) | € 41.37 | € 38.20 | € 0 | |
Weighted-average remaining contractual life | 8 years 2 months 6 days | 9 years 2 months 6 days | 9 years 6 months 30 days | |
Plan 10 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 532,732 | |||
Weighted-average exercise price (in Euro per share) | € 25.79 | € 0 | € 0 | |
Weighted-average exercise price (in Euro per share) | € 0 | 0 | 0 | |
Weighted-average remaining contractual life | 9 years 3 months 30 days | |||
Plan 11 | OSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number outstanding (in shares) | 65,500 | |||
Weighted-average exercise price (in Euro per share) | € 18.72 | 0 | 0 | |
Weighted-average exercise price (in Euro per share) | € 0 | € 0 | € 0 | |
Weighted-average remaining contractual life | 9 years 9 months 30 days |
Share-Based Compensation - Non-
Share-Based Compensation - Non-Employee Warrants (Bons de Souscription d'Actions or BSA) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Plan A | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period (in years) | 2 years | |
Expiration Period (in years) | 10 years | 10 years |
Plan A | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 12.50% | |
Award Vesting Period (in years) | 24 months | |
Plan B | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period (in years) | 3 years | |
Expiration Period (in years) | 10 years | 10 years |
Plan B | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 33.33% | |
Plan B | BSA | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 8.33% | |
Award Vesting Period (in years) | 24 months | |
Plan C | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period (in years) | 2 years | |
Expiration Period (in years) | 10 years | 10 years |
Plan C | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 4.17% | |
Award Vesting Period (in years) | 24 months | |
Plan D, Advisory Board | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period (in years) | 10 years | |
Plan D, Advisory Board | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 4.17% | |
Award Vesting Period (in years) | 24 months | |
Plan D, Non-advisory Board | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 33.33% | |
Plan D, Non-advisory Board | BSA | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 33.33% | |
Plan D, Non-advisory Board | BSA | Vesting Period 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 33.33% | |
Plan D | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period (in years) | 2 years | |
Expiration Period (in years) | 10 years | 10 years |
Plan E and Plan F | BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period (in years) | 10 years | |
Plan E and Plan F | BSA | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 25.00% | |
Plan E and Plan F | BSA | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 6.25% | |
Award Vesting Period (in years) | 36 months | |
Plans 1, 2, and 3 | OSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period (in years) | 10 years | |
Plans 1, 2, and 3 | OSAs | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 33.33% | |
Plans 1, 2, and 3 | OSAs | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 8.33% | |
Award Vesting Period (in years) | 24 months | |
Plan 9 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration Period (in years) | 10 years | |
Plan 9 | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award Vesting Period (in years) | 36 months | |
Plan 9 | OSAs | Vesting Period 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 25.00% | |
Plan 9 | OSAs | Vesting Period 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights | 6.25% |
Share-Based Compensation - De_2
Share-Based Compensation - Details of Non-Employee Warrants (Details) - € / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||
Options granted (in shares) | 4,146,709 | 2,246,712 | 3,160,683 |
Minimum | |||
Class of Warrant or Right [Line Items] | |||
Grant date share fair value (in Euro per share) | € 33.98 | ||
Maximum | |||
Class of Warrant or Right [Line Items] | |||
Grant date share fair value (in Euro per share) | € 49.08 | ||
BSA | |||
Class of Warrant or Right [Line Items] | |||
Options granted (in shares) | 125,000 | 57,290 | 48,655 |
BSA | Plan A | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 2 years | ||
Contractual Life (in years) | 10 years | 10 years | |
Options granted (in shares) | 231,792 | ||
Share entitlement per option | 1 | ||
Share warrant price (in Euro per share) | € 0.02 | ||
Exercise price (in Euro per share) | 0.70 | ||
Grant date share fair value (in Euro per share) | € 0.20 | ||
Expected volatility | 55.70% | ||
Discount rate | 3.58% | ||
Fair value per warrant | € 0.05 | ||
BSA | Plan B | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 3 years | ||
Contractual Life (in years) | 10 years | 10 years | |
Options granted (in shares) | 277,200 | ||
Share entitlement per option | 1 | ||
Exercise price (in Euro per share) | € 0.70 | ||
Grant date share fair value (in Euro per share) | € 0.70 | ||
Expected volatility | 55.20% | ||
Discount rate | 3.44% | ||
BSA | Plan B | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | € 0.07 | ||
Fair value per warrant | 0.33 | ||
BSA | Plan B | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | 0.11 | ||
Fair value per warrant | € 0.38 | ||
BSA | Plan C | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 2 years | ||
Contractual Life (in years) | 10 years | 10 years | |
Options granted (in shares) | 192,000 | ||
Share entitlement per option | 1 | ||
BSA | Plan C | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | € 0.04 | ||
Exercise price (in Euro per share) | 0.70 | ||
Grant date share fair value (in Euro per share) | € 0.70 | ||
Expected volatility | 53.50% | ||
Discount rate | 2.62% | ||
Fair value per warrant | € 0.40 | ||
BSA | Plan C | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | 0.30 | ||
Exercise price (in Euro per share) | 5.95 | ||
Grant date share fair value (in Euro per share) | € 4.98 | ||
Expected volatility | 55.00% | ||
Discount rate | 3.38% | ||
Fair value per warrant | € 2.58 | ||
BSA | Plan D | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 2 years | ||
Contractual Life (in years) | 10 years | 10 years | |
Options granted (in shares) | 125,784 | ||
Share entitlement per option | 1 | ||
BSA | Plan D | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | € 0.43 | ||
Exercise price (in Euro per share) | 8.28 | ||
Grant date share fair value (in Euro per share) | € 6.43 | ||
Expected volatility | 50.00% | ||
Discount rate | 2.13% | ||
Fair value per warrant | € 2.85 | ||
BSA | Plan D | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Share warrant price (in Euro per share) | 0.48 | ||
Exercise price (in Euro per share) | 9.65 | ||
Grant date share fair value (in Euro per share) | € 9.65 | ||
Expected volatility | 50.20% | ||
Discount rate | 2.27% | ||
Fair value per warrant | € 4.98 | ||
BSA | Plan E | |||
Class of Warrant or Right [Line Items] | |||
Contractual Life (in years) | 10 years | ||
Options granted (in shares) | 38,070 | ||
Share entitlement per option | 1 | ||
Expected volatility | 39.90% | ||
BSA | Plan E | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 1 year | ||
Share warrant price (in Euro per share) | € 9.98 | ||
Exercise price (in Euro per share) | 35.18 | ||
Grant date share fair value (in Euro per share) | € 35.18 | ||
Discount rate | 0.00% | ||
Fair value per warrant | € 9.98 | ||
BSA | Plan E | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 4 years | ||
Share warrant price (in Euro per share) | € 16.82 | ||
Exercise price (in Euro per share) | 41.02 | ||
Grant date share fair value (in Euro per share) | € 41.02 | ||
Discount rate | 0.52% | ||
Fair value per warrant | € 16.82 | ||
BSA | Plan F | |||
Class of Warrant or Right [Line Items] | |||
Contractual Life (in years) | 10 years | ||
Options granted (in shares) | 59,480 | ||
Share entitlement per option | 1 | ||
BSA | Plan F | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 1 year | ||
Share warrant price (in Euro per share) | € 13.89 | ||
Exercise price (in Euro per share) | 33.98 | ||
Grant date share fair value (in Euro per share) | € 33.98 | ||
Expected volatility | 40.60% | ||
Discount rate | 0.10% | ||
Fair value per warrant | € 13.89 | ||
BSA | Plan F | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 4 years | ||
Share warrant price (in Euro per share) | € 17.44 | ||
Exercise price (in Euro per share) | 43.42 | ||
Grant date share fair value (in Euro per share) | € 44.33 | ||
Expected volatility | 40.90% | ||
Discount rate | 0.66% | ||
Fair value per warrant | € 14.55 | ||
BSA | Plan G | |||
Class of Warrant or Right [Line Items] | |||
Contractual Life (in years) | 10 years | ||
Options granted (in shares) | 46,465 | ||
Share entitlement per option | 1 | ||
BSA | Plan G | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 1 year | ||
Share warrant price (in Euro per share) | € 13.88 | ||
Exercise price (in Euro per share) | 35.80 | ||
Grant date share fair value (in Euro per share) | € 35.80 | ||
Expected volatility | 41.00% | ||
Discount rate | 0.50% | ||
Fair value per warrant | € 13.88 | ||
BSA | Plan G | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 4 years | ||
Share warrant price (in Euro per share) | € 17.55 | ||
Exercise price (in Euro per share) | 44.37 | ||
Grant date share fair value (in Euro per share) | € 44.37 | ||
Expected volatility | 41.30% | ||
Discount rate | 0.60% | ||
Fair value per warrant | € 17.55 | ||
BSA | Plan H | |||
Class of Warrant or Right [Line Items] | |||
Contractual Life (in years) | 10 years | ||
Share warrant price (in Euro per share) | € 6.91 | ||
Exercise price (in Euro per share) | 19.71 | ||
Grant date share fair value (in Euro per share) | € 19.71 | ||
Expected volatility | 40.70% | ||
Discount rate | 0.60% | ||
Fair value per warrant | € 6.91 | ||
BSA | Plan H | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 1 year | ||
BSA | Plan H | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Award Vesting Period (in years) | 4 years |
Share-Based Compensation - Ch_2
Share-Based Compensation - Changes in Number of Non-Employee Warrants (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning Balance (in shares) | 7,405,216 | 8,203,371 | 7,643,439 |
Options granted (in shares) | 4,146,709 | 2,246,712 | 3,160,683 |
Exercised (in shares) | (137,348) | (1,668,838) | (1,470,323) |
Forfeited (in shares) | 2,084,102 | 996,894 | 1,130,428 |
Ending Balance (in shares) | 7,967,602 | 7,405,216 | 8,203,371 |
BSA | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning Balance (in shares) | 186,276 | 188,125 | 154,910 |
Options granted (in shares) | 125,000 | 57,290 | 48,655 |
Exercised (in shares) | 0 | (59,139) | (37,000) |
Forfeited (in shares) | 19,606 | 0 | 21,560 |
Ending Balance (in shares) | 291,670 | 186,276 | 188,125 |
Share-Based Compensation - Br_2
Share-Based Compensation - Breakdown of the Closing Balance of Non-Employee Warrants (Details) | 12 Months Ended | |||||
Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2018€ / sharesshares | Dec. 31, 2017€ / sharesshares | Dec. 31, 2016€ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||||
Beginning Balance (in shares) | 7,405,216 | 8,203,371 | 7,643,439 | |||
Weighted-average exercise price (in Euro per share) | € / shares | € 26.94 | € 28.33 | € 23.92 | |||
Weighted-average exercise price (in Euro per share) | € / shares | € 25.39 | € 23.16 | € 17.73 | |||
Weighted-average remaining contractual life | 6 years 8 months 6 days | 6 years 10 months 24 days | 6 years 10 months 24 days | |||
Ending Balance (in shares) | 7,967,602 | 7,405,216 | 8,203,371 | |||
BSA | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||||
Beginning Balance (in shares) | 186,276 | 188,125 | 154,910 | |||
Weighted-average exercise price (in Euro per share) | $ / shares | $ 13.02 | $ 23.93 | $ 19.04 | |||
Number exercisable (in shares) | 108,780 | 86,385 | 117,096 | 108,780 | 86,385 | 117,096 |
Weighted-average exercise price (in Euro per share) | $ / shares | $ 18.95 | $ 15.86 | $ 11.73 | |||
Weighted-average remaining contractual life | 7 years 10 months 28 days | 7 years 6 months 24 days | 7 years 3 months 18 days | |||
Ending Balance (in shares) | 291,670 | 186,276 | 188,125 |
Share-Based Compensation - Reco
Share-Based Compensation - Reconciliation with the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | $ (65,117) | $ (69,908) | $ (41,589) |
Equity awards compensation expense | (66,600) | (71,612) | (43,259) |
OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (5,414) | (6,483) | (12,419) |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (59,703) | (63,425) | (29,170) |
BSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | (1,483) | (1,704) | (1,670) |
Plan 5 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | (42) |
Plan 6 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | (21) | (217) |
Plan 7 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (4) | 137 | (189) |
Plan 8 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (877) | (3,782) | (11,483) |
Plan 9 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (1,858) | (2,817) | (488) |
Plan 10 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (2,618) | 0 | 0 |
Plan 11 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (57) | 0 | 0 |
Research and Development Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (21,359) | (21,012) | (12,108) |
Equity awards compensation expense | (21,359) | (21,012) | (12,108) |
Research and Development Expense | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (860) | (1,635) | (2,930) |
Research and Development Expense | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (20,499) | (19,377) | (9,178) |
Research and Development Expense | BSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | 0 | 0 | 0 |
Research and Development Expense | Plan 5 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | (8) |
Research and Development Expense | Plan 6 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | (7) | (35) |
Research and Development Expense | Plan 7 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (2) | (52) | (234) |
Research and Development Expense | Plan 8 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 169 | (1,085) | (2,587) |
Research and Development Expense | Plan 9 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (495) | (491) | (66) |
Research and Development Expense | Plan 10 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (532) | 0 | 0 |
Research and Development Expense | Plan 11 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | 0 |
Sales And Operations Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (28,641) | (30,731) | (16,838) |
Equity awards compensation expense | (28,641) | (30,731) | (16,838) |
Sales And Operations Expense | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (1,616) | 22 | (4,133) |
Sales And Operations Expense | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (27,025) | (30,753) | (12,705) |
Sales And Operations Expense | BSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | 0 | 0 | 0 |
Sales And Operations Expense | Plan 5 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | (27) |
Sales And Operations Expense | Plan 6 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 1 | (20) |
Sales And Operations Expense | Plan 7 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (1) | 224 | 239 |
Sales And Operations Expense | Plan 8 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (553) | 186 | (4,258) |
Sales And Operations Expense | Plan 9 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (461) | (389) | (67) |
Sales And Operations Expense | Plan 10 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (601) | 0 | 0 |
Sales And Operations Expense | Plan 11 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | 0 |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (15,117) | (18,165) | (12,643) |
Equity awards compensation expense | (16,600) | (19,869) | (14,313) |
General and Administrative Expense | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (2,938) | (4,870) | (5,356) |
General and Administrative Expense | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (12,179) | (13,295) | (7,287) |
General and Administrative Expense | BSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of Stock and Warrants for Services or Claims | (1,483) | (1,704) | (1,670) |
General and Administrative Expense | Plan 5 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | 0 | (7) |
General and Administrative Expense | Plan 6 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | 0 | (15) | (162) |
General and Administrative Expense | Plan 7 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (1) | (35) | (194) |
General and Administrative Expense | Plan 8 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (493) | (2,883) | (4,638) |
General and Administrative Expense | Plan 9 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (902) | (1,937) | (355) |
General and Administrative Expense | Plan 10 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | (1,485) | 0 | 0 |
General and Administrative Expense | Plan 11 | OSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shared-based compensation | $ (57) | $ 0 | $ 0 |
Financial Income and Expenses_2
Financial Income and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||
Financial income from cash equivalents | $ 1,055 | $ 883 | $ 1,352 | |
Interest and fees | (2,107) | (2,856) | (2,367) | |
Interest on debt | (1,796) | (2,459) | (1,134) | |
Fees | (311) | (397) | (1,233) | |
Foreign exchange (loss) gain | (3,945) | (7,495) | 506 | |
Other financial expense | (87) | (66) | (37) | |
Total financial income (expense) | $ (5,084) | $ (9,534) | $ (546) | |
Line of Credit | Revolving Credit Facility | Multicurrency Revolving Facility Agreement | ||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||
Long-term Line of Credit | $ 75,000 |
Income Taxes - Breakdown of Inc
Income Taxes - Breakdown of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current income tax | $ (54,301) | $ (44,920) | $ (43,153) |
France | (37,223) | (29,193) | (20,204) |
International | (17,078) | (15,727) | (22,949) |
Net change in deferred taxes | 8,157 | 13,269 | 10,024 |
France | 11,155 | (1,080) | 2,654 |
International | (2,998) | 14,349 | 7,370 |
Provision for income tax | $ (46,144) | $ (31,651) | $ (33,129) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Sep. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Examination [Line Items] | ||||
Research tax credit | $ 10,211 | $ 6,829 | $ 1,701 | |
Current Federal Tax Expense (Benefit), Value Added Taxes | 5,900 | 5,500 | 4,100 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 142,023 | 128,310 | 120,458 | |
Internal Revenue Service (IRS) | ||||
Income Tax Examination [Line Items] | ||||
Income Tax Examination, Estimate of Possible Loss | $ 15,000 | |||
Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Research tax credit | 6,400 | 4,600 | ||
Foreign Tax Authority | Internal Revenue Service (IRS) | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 6,600 | |||
Foreign Tax Authority | State Administration of Taxation, China | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 3,200 | |||
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC) | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 6,800 | |||
Criteo Corp., Criteo Do Brasil, Criteo Ltd and Criteo Advertising (Beijing) Co. Ltd | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 43,200 | 35,100 | 19,900 | |
Criteo Corp | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 18,600 | 14,700 | 900 | |
Criteo Do Brasil | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 3,600 | 0 | 3,600 | |
Criteo Ltd | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 7,200 | 6,300 | 4,700 | |
Criteo China | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 3,500 | 6,500 | 3,700 | |
Criteo France | ||||
Income Tax Examination [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | 3,900 | 2,900 | 3,000 | |
Geographic Distribution, Domestic | ||||
Income Tax Examination [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 130,700 | 150,700 | 79,400 | |
Geographic Distribution, Foreign | ||||
Income Tax Examination [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 11,300 | $ (22,400) | $ 41,100 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between the Effective and Nominal Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income before taxes | $ 142,023 | $ 128,310 | $ 120,458 |
Theoretical group tax-rates | 34.43% | 34.43% | 34.43% |
Nominal tax expense | $ (48,899) | $ (44,177) | $ (41,474) |
Increase / decrease in tax expense arising from: | |||
Research tax credit | 10,211 | 6,829 | 1,701 |
Net effect of shared-based compensation | (17,674) | (605) | (8,957) |
Other permanent differences | (11,982) | (5,717) | (3,518) |
Non recognition of deferred tax assets related to tax losses and temporary differences | (11,664) | (14,356) | (7,738) |
Utilization or recognition of previously unrecognized tax losses | 4,461 | 4,888 | 13,366 |
French CVAE included in income taxes | (3,849) | (2,867) | (3,165) |
Special tax deductions | 38,577 | 29,410 | 20,022 |
Effect of different tax rates | (377) | (6,667) | (1,108) |
Other differences | (4,948) | 1,611 | (2,258) |
Provision for income tax | $ (46,144) | $ (31,651) | $ (33,129) |
Effective tax rate | 32.50% | 24.70% | 27.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Net of Valuation Allowance | $ 22,724 | $ 29,944 | |
Change in deferred taxes | 8,157 | 13,269 | $ 10,024 |
Change recognized in OCI | (318) | 10,678 | |
Change in consolidation scope | (6,911) | (31,490) | |
Other | 2 | 0 | |
Currency translation adjustments | (530) | 323 | |
Deferred Tax Assets, Net of Valuation Allowance | 23,124 | 22,724 | 29,944 |
Net operating loss carryforwards | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 37,272 | 26,463 | |
Change in deferred taxes | 18,715 | 3,404 | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | 1,697 | 6,294 | |
Other | (820) | 246 | |
Currency translation adjustments | (1,506) | 865 | |
Deferred Tax Assets, Gross | 55,358 | 37,272 | 26,463 |
Intangibles | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Liabilities, Gross | (21,662) | (631) | |
Change in deferred taxes | 5,215 | 11,176 | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | (9,150) | (31,936) | |
Other | 0 | 0 | |
Currency translation adjustments | 252 | (271) | |
Deferred Tax Liabilities, Gross | (25,345) | (21,662) | (631) |
Stock compensation | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 15,400 | 0 | |
Change in deferred taxes | (960) | 4,757 | |
Change recognized in OCI | 0 | 10,643 | |
Change in consolidation scope | (40) | 0 | |
Other | 0 | 0 | |
Currency translation adjustments | 0 | 0 | |
Deferred Tax Assets, Gross | 14,400 | 15,400 | 0 |
Bad debt allowance | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 3,089 | 1,809 | |
Change in deferred taxes | 840 | 1,173 | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | 0 | 97 | |
Other | 0 | 0 | |
Currency translation adjustments | (50) | 10 | |
Deferred Tax Assets, Gross | 3,879 | 3,089 | 1,809 |
Personnel-related accruals | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 6,507 | 7,770 | |
Change in deferred taxes | 944 | (2,055) | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | 0 | 467 | |
Other | 0 | 165 | |
Currency translation adjustments | (134) | 160 | |
Deferred Tax Assets, Gross | 7,317 | 6,507 | 7,770 |
Other accruals | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 4,914 | 4,374 | |
Change in deferred taxes | (588) | 385 | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | 0 | 10 | |
Other | (44) | 0 | |
Currency translation adjustments | (381) | 145 | |
Deferred Tax Assets, Gross | 3,901 | 4,914 | 4,374 |
Projected benefit obligation | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 1,774 | 1,207 | |
Change in deferred taxes | 612 | 453 | |
Change recognized in OCI | (425) | 35 | |
Change in consolidation scope | 34 | 0 | |
Other | (2) | (110) | |
Currency translation adjustments | (86) | 189 | |
Deferred Tax Assets, Gross | 1,907 | 1,774 | 1,207 |
Financial instruments | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 678 | ||
Deferred Tax Liabilities, Gross | (1,776) | ||
Change in deferred taxes | 1,145 | (2,399) | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | 0 | 0 | |
Other | (1) | 0 | |
Currency translation adjustments | 46 | (55) | |
Deferred Tax Liabilities, Gross | (586) | (1,776) | |
Deferred Tax Assets, Gross | 678 | ||
Other | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Gross | 12,273 | 8,095 | |
Change in deferred taxes | (7,694) | 4,209 | |
Change recognized in OCI | 0 | 0 | |
Change in consolidation scope | (14) | (769) | |
Other | 882 | (83) | |
Currency translation adjustments | 32 | 821 | |
Deferred Tax Assets, Gross | 5,479 | 12,273 | 8,095 |
Valuation allowance | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred Tax Assets, Valuation Allowance | (35,067) | (19,821) | |
Change in deferred taxes | (10,072) | (7,834) | |
Change recognized in OCI | 107 | 0 | |
Change in consolidation scope | 562 | (5,653) | |
Other | (13) | (218) | |
Currency translation adjustments | 1,297 | (1,541) | |
Deferred Tax Assets, Valuation Allowance | $ (43,186) | $ (35,067) | $ (19,821) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,504,718 | 1,031,005 | 905,528 |
Net Income (Loss) Attributable to Parent | $ 88,644 | $ 91,214 | $ 82,272 |
Weighted average shares outstanding, basic (in shares) | 66,456,890 | 65,143,036 | 63,337,792 |
Net income allocated to shareholders, Basic (in dollars per share) | $ 1.33 | $ 1.40 | $ 1.30 |
ERROR in label resolution. | 786,932 | 1,401,957 | 253,728 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements, Options And BSPCE | 382,512 | 1,239,149 | 1,958,728 |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 36,570 | 67,829 | 83,222 |
Weighted average shares outstanding, diluted (in shares) | 67,662,904 | 67,851,971 | 65,633,470 |
Net income allocated to shareholders, diluted (in dollars per share) | $ 1.31 | $ 1.34 | $ 1.25 |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,464,145 | 758,859 | 396,086 |
OSAs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 40,573 | 272,146 | 509,442 |
BSA | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Minimum payments for property leases | |
Operating Leased Assets [Line Items] | |
Less than 1 year | $ 34,013 |
1 to 5 years | 72,906 |
5 years | 27,469 |
Total | 134,388 |
Minimum payments for hosting services | |
Operating Leased Assets [Line Items] | |
Less than 1 year | 46,929 |
1 to 5 years | 37,226 |
5 years | 0 |
Total | $ 84,155 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | ||||||||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||||
Purchase obligations | $ 19,000,000 | ||||||||
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum Borrowing Capacity | € 350,000,000 | 400,700,000 | € 350,000,000 | $ 400,700,000 | € 250,000,000 | $ 286,200,000 | |||
Revolving Credit Facility | Line of Credit | HSBC and LCL Facilities | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum Borrowing Capacity | € 21,500,000 | $ 24,600,000 | |||||||
Minimum payments for property leases | |||||||||
Debt Instrument [Line Items] | |||||||||
Operating lease expenses | $ 37,900,000 | $ 35,400,000 | $ 32,100,000 | ||||||
Minimum payments for hosting services | |||||||||
Debt Instrument [Line Items] | |||||||||
Operating lease expenses | $ 54,800,000 | $ 57,900,000 | $ 42,000,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Shared-based compensation | $ (65,117) | $ (69,908) | $ (41,589) |
Total | (451,428) | (445,563) | (332,353) |
Executive Officer | |||
Related Party Transaction [Line Items] | |||
Short-term benefits | (3,150) | (3,345) | (2,755) |
Long-term benefits | (47) | (130) | (194) |
Shared-based compensation | (8,016) | (11,802) | (7,159) |
Total | $ (11,213) | $ (15,277) | $ (10,108) |
Breakdown of Revenue and Non-_3
Breakdown of Revenue and Non-Current Assets by Geographical Area - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 2,300,314 | $ 2,296,692 | $ 1,799,146 |
Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 954,073 | 990,424 | 730,873 |
EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 839,825 | 808,961 | 660,523 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 506,416 | 497,307 | 407,750 |
France | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 153,300 | $ 149,600 | $ 132,200 |
Breakdown of Revenue and Non-_4
Breakdown of Revenue and Non-Current Assets by Geographical Area - Revenue Generated in Other Significant Countries (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,300,314 | $ 2,296,692 | $ 1,799,146 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | 848,378 | 869,004 | 630,047 |
Germany | |||
Segment Reporting Information [Line Items] | |||
Revenue | 203,020 | 183,297 | 137,116 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue | 97,849 | 115,226 | 115,053 |
Japan | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 351,441 | $ 355,338 | $ 285,959 |
Breakdown of Revenue and Non-_5
Breakdown of Revenue and Non-Current Assets by Geographical Area - Other Information (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 296,049 | $ 257,961 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 125,654 | 113,272 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 125,312 | 112,685 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 27,898 | 18,850 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 19,109 | 25,020 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 11,630 | 10,141 |
Singapore | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 2,992 | 10,085 |
Holding | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 123,388 | $ 100,819 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Feb. 08, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Cancellation of shares (in shares) | 2,084,102 | 996,894 | 1,130,428 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Cancellation of shares (in shares) | 1,594,288 |