Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36153 | |
Entity Registrant Name | Criteo S.A. | |
Entity Incorporation, State or Country Code | I0 | |
Entity Address, Address Line One | 32 Rue Blanche | |
Entity Address, City or Town | Paris | |
Entity Address, Country | FR | |
Entity Address, Postal Zip Code | 75009 | |
Country Region | 33 | |
City Area Code | 40 | |
Local Phone Number | 40 22 90 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,727,589 | |
Entity Central Index Key | 0001576427 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
American Depositary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | American Depositary Shares, each representing one Ordinary Share,nominal value €0.025 per share | |
Trading Symbol | CRTO | |
Security Exchange Name | NASDAQ | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, nominal value €0.025 per share | |
No Trading Symbol Flag | true | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 520,060 | $ 488,011 |
Trade receivables, net of allowances of $38.7 million and $39.9 million at March 31, 2021 and December 31, 2020, respectively | 416,910 | 474,055 |
Income taxes | 12,750 | 11,092 |
Other taxes | 69,692 | 69,987 |
Other current assets | 22,494 | 21,405 |
Marketable securities - current portion | 17,586 | 0 |
Total current assets | 1,059,492 | 1,064,550 |
Property, plant and equipment, net | 168,036 | 189,505 |
Intangible assets, net | 79,440 | 79,744 |
Goodwill | 322,821 | 325,805 |
Right of use assets - operating lease | 96,266 | 114,012 |
Marketable securities - non current portion | 28,281 | 41,809 |
Non-current financial assets | 14,788 | 18,109 |
Deferred tax assets | 13,511 | 19,876 |
Total non-current assets | 723,143 | 788,860 |
Total assets | 1,782,635 | 1,853,410 |
Current liabilities: | ||
Trade payables | 347,209 | 367,025 |
Contingencies | 1,773 | 2,250 |
Income taxes | 1,201 | 2,626 |
Financial liabilities - current portion | 2,114 | 2,889 |
Operating lease liabilities - current portion | 44,501 | 48,388 |
Other taxes | 56,192 | 58,491 |
Employee - related payables | 71,450 | 85,272 |
Other current liabilities | 32,693 | 33,390 |
Total current liabilities | 557,133 | 600,331 |
Deferred tax liabilities | 4,066 | 5,297 |
Retirement benefit obligation | 5,621 | 6,167 |
Financial liabilities - non-current portion | 371 | 386 |
Operating lease liabilities - non-current portion | 61,874 | 83,007 |
Other non-current liabilities | 9,807 | 5,535 |
Total non-current liabilities | 81,739 | 100,392 |
Total liabilities | 638,872 | 700,723 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, €0.025 par value, 66,391,906 and 66,272,106 shares authorized, issued and outstanding at March 31, 2021, and December 31, 2020, respectively. | 2,164 | 2,161 |
Treasury stock, 5,597,601 and 5,632,536 shares at cost as of March 31, 2021 and December 31, 2020, respectively. | (87,263) | (85,570) |
Additional paid-in capital | 702,022 | 693,164 |
Accumulated other comprehensive loss | (17,825) | 16,028 |
Retained earnings | 510,528 | 491,359 |
Equity-attributable to shareholders of Criteo S.A. | 1,109,626 | 1,117,142 |
Non-controlling interests | 34,137 | 35,545 |
Total equity | 1,143,763 | 1,152,687 |
Total equity and liabilities | $ 1,782,635 | $ 1,853,410 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (Parenthetical) $ in Thousands | Mar. 31, 2021€ / shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020€ / shares | Dec. 31, 2020USD ($)shares |
Statement of Financial Position [Abstract] | ||||
Trade receivables, allowances | $ | $ 38,694 | $ 39,899 | ||
Common shares, par value (in Euro per share) | € / shares | € 0.025 | € 0.025 | ||
Common shares authorized (in shares) | 66,391,906 | 66,272,106 | ||
Common shares issued (in shares) | 66,391,906 | 66,272,106 | ||
Common shares outstanding (in shares) | 66,391,906 | 66,272,106 | ||
Treasury stock (in shares) | 5,597,601 | 5,632,536 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 541,077 | $ 503,376 |
Cost of revenue: | ||
Traffic acquisition costs | (327,667) | (297,364) |
Other cost of revenue | (34,712) | (33,806) |
Gross profit | 178,698 | 172,206 |
Operating expenses: | ||
Research and development expenses | (31,697) | (37,515) |
Sales and operations expenses | (79,354) | (84,974) |
General and administrative expenses | (33,428) | (25,915) |
Total operating expenses | (144,479) | (148,404) |
Income from operations | 34,219 | 23,802 |
Financial expense | (718) | (334) |
Income before taxes | 33,501 | 23,468 |
Provision for income taxes | (10,051) | (7,040) |
Net income | 23,450 | 16,428 |
Net income available to shareholders of Criteo S.A. | 22,406 | 15,459 |
Net income available to non-controlling interests | $ 1,044 | $ 969 |
Weighted average shares outstanding used in computing per share amounts: | ||
Basic (in shares) | 60,741,674 | 61,691,001 |
Diluted (in shares) | 64,077,409 | 62,125,582 |
Net income allocated to shareholders per share: | ||
Basic (in USD per share) | $ 0.37 | $ 0.25 |
Diluted (in USD per share) | $ 0.35 | $ 0.25 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 23,450 | $ 16,428 |
Foreign currency translation differences, net of taxes | (36,983) | (15,932) |
Actuarial (losses) gains on employee benefits, net of taxes | 629 | 1,734 |
Other comprehensive income (loss) | (36,354) | (14,198) |
Total comprehensive income (loss) | (12,904) | 2,230 |
Attributable to shareholders of Criteo S.A. | (11,446) | 1,281 |
Attributable to non-controlling interests | $ (1,458) | $ 949 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Share capital | Treasury Stock | Additional paid-in capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Equity - attributable to shareholders of Criteo S.A. | Non controlling interest | ||
Beginning balance (in shares) at Dec. 31, 2019 | 66,197,181 | (3,903,673) | ||||||||
Beginning balance at Dec. 31, 2019 | $ 1,037,988 | $ 2,158 | $ (74,900) | $ 668,389 | $ (40,105) | $ 451,725 | $ 1,007,267 | $ 30,721 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 16,428 | 15,459 | 15,459 | 969 | ||||||
Other comprehensive income (loss) | (14,198) | (14,178) | (14,178) | (20) | ||||||
Issuance of ordinary shares (in shares) | 5,700 | |||||||||
Issuance of ordinary shares | 39 | 39 | 39 | |||||||
Change in treasury stocks (in shares) | (629,977) | |||||||||
Change in treasury stocks | (18,239) | $ (4,934) | (13,305) | (18,239) | ||||||
Share-Based Compensation | 8,131 | 8,082 | 8,082 | 49 | ||||||
Other changes in equity | (3,541) | (3,399) | (3,399) | (142) | ||||||
Ending Balance (in shares) at Mar. 31, 2020 | 66,202,881 | (4,533,650) | ||||||||
Ending Balance at Mar. 31, 2020 | 1,026,608 | $ 2,158 | $ (79,834) | 676,510 | (54,283) | 450,480 | 995,031 | 31,577 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 66,272,106 | (5,632,536) | ||||||||
Beginning balance at Dec. 31, 2020 | 1,152,687 | $ 2,161 | $ (85,570) | 693,164 | 16,027 | 491,359 | 1,117,142 | 35,545 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 23,450 | 22,406 | 22,406 | 1,044 | ||||||
Other comprehensive income (loss) | (36,354) | (33,852) | (33,852) | (2,502) | ||||||
Issuance of ordinary shares (in shares) | 119,800 | |||||||||
Issuance of ordinary shares | $ 2,151 | $ 3 | 2,148 | 2,151 | ||||||
Change in treasury stocks (in shares) | 149,960 | 34,935 | [1] | |||||||
Change in treasury stocks | [1] | $ (4,930) | $ (1,693) | (3,237) | (4,930) | |||||
Share-Based Compensation | 6,760 | 6,710 | 6,710 | 50 | ||||||
Other changes in equity | 0 | 0 | 0 | 0 | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 66,391,906 | (5,597,601) | ||||||||
Ending Balance at Mar. 31, 2021 | $ 1,143,763 | $ 2,164 | $ (87,263) | $ 702,022 | $ (17,825) | $ 510,528 | $ 1,109,626 | $ 34,137 | ||
[1] | On February 5, 2021, Criteo's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 149,960 shares repurchased at an average price of $32.9 offset by 184,895 treasury shares used for RSUs vesting. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Cash from operating activities | |||
Net income | $ 23,450 | $ 16,428 | |
Non-cash and non-operating items | 30,017 | 32,828 | |
- Amortization and provisions | 17,225 | 27,044 | |
- Net gain or loss on disposal of non-current assets | 3,945 | 2,266 | |
- Equity awards compensation expense | [1] | 7,215 | 8,502 |
- Change in deferred taxes | 4,998 | (2,678) | |
- Change in income taxes | (3,379) | (2,329) | |
- Other | 13 | 23 | |
Changes in working capital related to operating activities | 23,895 | 7,487 | |
- (Increase) / Decrease in trade receivables | 47,226 | 99,388 | |
- Increase / (Decrease) in trade payables | (10,640) | (81,679) | |
- (Increase) / Decrease in other current assets | (5,050) | (10,398) | |
- Increase/(Decrease) in other current liabilities | (4,527) | (945) | |
- Change in operating lease liabilities and right of use assets | (3,114) | 1,121 | |
Cash from operating activities | 77,362 | 56,743 | |
Cash used for investing activities | |||
Acquisition of intangible assets, property, plant and equipment | (11,953) | (11,258) | |
Change in accounts payable related to intangible assets, property, plant and equipment | (1,827) | (479) | |
Change in other non-current financial assets | (3,252) | 889 | |
Cash used for investing activities | (17,032) | (10,848) | |
Cash used for financing activities | |||
Repayment of borrowings | (182) | (170) | |
Proceeds from capital increase | 2,074 | 4 | |
Repurchase of treasury stocks | (4,930) | (18,241) | |
Change in other financial liabilities | (378) | (354) | |
Cash used for financing activities | (3,416) | (18,761) | |
Effect of exchange rates changes on cash and cash equivalents | (24,865) | (9,391) | |
Net increase in cash and cash equivalents | 32,049 | 17,743 | |
Net cash and cash equivalents at beginning of period | 488,011 | 418,763 | |
Net cash and cash equivalents at end of period | 520,060 | 436,506 | |
Supplemental disclosures of cash flow information | |||
Cash paid for taxes, net of refunds | (8,432) | (12,047) | |
Cash paid for interest | $ (367) | $ (349) | |
[1] | Of which $6.8 million and $8.1 million of equity awards compensation expense consisted of share-based compensation expense according to A SC 718 Compensation - stock compensation for the quarter ended March 31, 2021 and 2020, respectively. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Share-based compensation expense | $ 6,760 | $ 8,131 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - USD ($) | Feb. 05, 2021 | Mar. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Authorized amount of share repurchase program | $ 100,000,000 | |
Change in treasury stocks (in shares) | 149,960 | |
Treasury stock acquired, average cost per share (in dollars per share) | $ 32.9 | |
Treasury shares used for RSUs vesting (in shares) | 184,895 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) revenue recognition criteria, (2) allowances for credit losses, (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 with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan. The severity, magnitude, duration and after-effects of the COVID-19 pandemic on general economic conditions increase uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, except for the update to our existing accounting policy described below: Revenue Recognition Principal vs Agent: For certain customer arrangements, related to transactions using our Retail Media Platform, a new self-service solution providing transparency, measurement and control to our brand and retailer customers, we act as agent, because we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a platform fee based on a percentage of the digital advertising inventory purchased through the use of the platform. Therefore, based on these and other factors, we report the revenue earned and related costs incurred by the Retail Media Platform solution on a net basis. Accounting Pronouncements Adopted in 2021 Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. The adoption of this new standard did not have a material impact on our consolidated financial statements. Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2018-14, C ompensation - 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. The adoption of this new standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements 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. |
Significant Events and Transact
Significant Events and Transactions of the Period | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Significant Events and Transactions of the Period | Significant Events and Transactions of the Period Restructuring On February 1, 2021, the Company announced a plan to restructure its workforce across functions and regions to better align with the Company's evolution. We expect the plan will be completed by the end of 2021. The Company recorded $5.2 million of restructuring charges for severance related to this plan in the period ended March 31, 2021. For the three months ended March 31, 2021, $4.0 million was included in Sales and Operations expenses, $1.1 million was included in General and Administrative expenses and $0.1 million was included in Research and Development expenses. The following table presents the breakdown of restructuring liability as of March 31, 2021, presented as part of employees related payables on the balance sheet: (in thousands) Restructuring liability - January 1, 2021 $ 510 Restructuring costs 5,152 Amount paid (84) Restructuring liability - March 31, 2021 5,578 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Financial assets The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets and summarized in the following table: March 31, 2021 December 31, 2020 (in thousands) Trade receivables, net of allowances 416,910 474,055 Other taxes 69,692 69,987 Other current assets 22,494 21,405 Non-current financial assets 14,788 18,109 Marketable Securities 45,867 41,809 Total $ 569,751 $ 625,365 For our financial assets, other than trade receivables, net of allowances, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows. Financial Liabilities March 31, 2021 December 31, 2020 (in thousands) Trade payables $ 347,209 $ 367,025 Other taxes 56,192 58,491 Employee-related payables 71,450 85,272 Other current liabilities 32,693 33,390 Financial liabilities 2,485 3,275 Total $ 510,029 $ 547,453 The fair value of financial liabilities 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 and marketable securities, which include interest-bearing bank 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. March 31, 2021 December 31, 2020 (in thousands) Derivative Liabilities: Included in financial liabilities - current portion $ 394 $ 925 The fair value of derivative financial instruments approximates the notional amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows. Cash and Cash Equivalents The following table presents for each reporting period, the breakdown of cash and cash equivalents: March 31, 2021 December 31, 2020 (in thousands) Cash equivalents $ 154,885 $ 162,457 Cash on hand 365,175 325,554 Total cash and cash equivalents $ 520,060 $ 488,011 Cash equivalents are investments in interest–bearing bank deposits which meet ASC 230—Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. 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. Marketable Securities The following table presents for each reporting period, the breakdown of the fair value of marketable securities: March 31, 2021 December 31, 2020 (in thousands) Securities Available-for-sale Term Deposits $ 23,281 $ 24,538 Securities Held-to-maturity Term Deposits $ 22,586 $ 17,271 Total $ 45,867 $ 41,809 The gross unrealized gains on our marketable securities were not material as of March 31, 2021. Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data. The following table classifies our marketable securities by contractual maturities: Held-to-maturity Available-for-sale March 31, 2021 (in thousands) Due in one year $ 17,586 $ — Due in one to five years $ 5,000 $ 23,281 Total $ 22,586 $ 23,281 |
Trade Receivables
Trade Receivables | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Trade Receivables | Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: March 31, 2021 December 31, 2020 (in thousands) Trade accounts receivables $ 455,604 $ 513,954 (Less) Allowance for credit losses (38,694) (39,899) Net book value at end of period $ 416,910 $ 474,055 Changes in allowance for credit accounts are summarized below: 2021 2020 (in thousands) Balance at January 1 $ (39,899) $ (16,068) Allowance for credit losses through retained earnings (*) — (3,498) Allowance for credit losses (2,759) (6,997) Reversal of provision 3,306 2,989 Currency translation adjustment 658 490 Balance at March 31 $ (38,694) $ (23,084) (*) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB). ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses. We adopted ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings. We write off accounts receivable balances once the receivables are no longer deemed collectible. During the three month period ended March 31, 2021, and March 31, 2020, the Company recovered $0.5 million, and $0.6 million, respectively, previously written off, and accounted for as a reversal of provision. As of March 31, 2021 and December 31, 2020 no customer accounted for 10% or more of trade receivables. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, 2021 December 31, 2020 (in thousands) Prepayments to suppliers $ 4,362 $ 5,613 Other debtors 3,725 5,991 Prepaid expenses 14,407 9,801 Net book value at end of period $ 22,494 $ 21,405 Prepaid expenses mainly consist of costs related to SaaS arrangements and office rental advance payments. |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities are presented in the following table: March 31, 2021 December 31, 2020 (in thousands) Clients' prepayments $ 11,575 $ 12,234 Credit notes 15,529 14,433 Accounts payable relating to capital expenditures 2,366 4,721 Other creditors 2,235 1,918 Deferred revenue 988 84 Total $ 32,693 $ 33,390 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense are as follows: Three Months Ended March 31, 2021 March 31, 2020 Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 6,543 $ 6,398 $ 12,941 $ 6,314 $ 6,536 $ 12,850 Short term lease expense 76 7 83 286 56 342 Variable lease expense 144 73 217 9 516 525 Sublease income (188) — (188) (202) — (202) Total operating lease expense $ 6,575 $ 6,478 $ 13,053 $ 6,407 $ 7,108 $ 13,515 As of March 31, 2021, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets: Offices Data Centers (in thousands) Additional operating lease liabilities $ — $ 7,893 Additional right of use assets $ — $ 7,893 These operating leases will commence during the year ending December 31, 2021. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits 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: Projected benefit obligation (in thousands) Projected benefit obligation present value at January 1, 2020 $ 8,485 Service cost 2,232 Interest cost 95 Actuarial losses (gains) (5,214) Currency translation adjustment 569 Projected benefit obligation present value at December 31, 2020 $ 6,167 Service cost 337 Interest cost 13 Actuarial losses (gains) (629) Currency translation adjustment (267) Projected benefit obligation present value at March 31, 2021 $ 5,621 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: Three months ended Year ended March 31, December 31, 2020 Discount rate (Corp AA) 1.25% 0.85% Expected rate of salary increase 5% 5% Expected rate of social charges 49% - 50% 49% - 50% Expected staff turnover —% - 17.8% —% - 17.8% Estimated retirement age Progressive table Progressive table Life table 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. Three Months Ended March 31, March 31, (in thousands) Defined contributions plans included in personnel expenses $ (5,553) $ (3,429) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The following table presents our disaggregated revenues: Marketing Solutions Retail Media Total For the three months ended (in thousands) March 31, 2021 $ 483,190 $ 57,887 $ 541,077 March 31, 2020 $ 469,773 $ 33,603 $ 503,376 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants ( Bons de Souscription d'Actions or "BSAs") . During the three months ended March 31, 2021, there was one grant of RSUs under the Employee Share Option Plan 13 as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. On February 25, 2021, 96,450 RSUs were granted to Criteo employees subject to continued employment and 235,850 RSUs and 235,848 PSUs were granted to members of the management subject to continued employment. There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. Change in number of outstanding BSPCE / OSA / RSU / BSA OSA/BSPCE RSU/PSU BSA Total Balance at January 1, 2021 2,102,158 4,954,091 343,775 7,400,024 Granted — 568,148 — 568,148 Exercised (OSA/BSPCE/BSA) (101,710) — — (101,710) Vested (RSU) — (181,505) — (181,505) Forfeited (9,564) (215,956) — (225,520) Expired (700) — — (700) Balance at March 31, 2021 1,990,184 5,124,778 343,775 7,458,737 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 1,990,184 5,124,778 343,775 Weighted-average exercise price € 23.33 NA € 15.12 Number vested 1,527,511 — 221,562 Weighted-average exercise price € 26.23 NA € 17.00 Weighted-average remaining contractual life of options outstanding, in years 5.50 NA 6.54 Reconciliation with the Unaudited Consolidated Statements of Income Three Months Ended March 31, 2021 March 31, 2020 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (2,496) $ (1,649) $ (2,288) $ (6,433) $ (2,369) $ (3,619) $ (1,988) $ (7,976) Share options / BSPCE — (105) (222) (327) — (61) (94) (155) Total share-based compensation (2,496) (1,754) (2,510) (6,760) (2,369) (3,680) (2,082) (8,131) BSAs — — (455) (455) — — (371) (371) Total equity awards compensation expense $ (2,496) $ (1,754) $ (2,965) $ (7,215) $ (2,369) $ (3,680) $ (2,453) $ (8,502) |
Financial Income and Expenses
Financial Income and Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Financial Income and Expenses | Financial Income and Expenses The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows: Three Months Ended March 31, March 31, (in thousands) Financial income from cash equivalents $ 128 $ 382 Interest and fees (540) (432) Interest on debt (417) (380) Fees (123) (52) Foreign exchange gain (loss) (798) (1,628) Other financial expense 492 1,344 Total financial expense $ (718) $ (334) The $0.7 million and the $0.3 million financial expenses for the three months ended March 31, 2021 and March 31, 2020, respectively, were driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At March 31, 2021, 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Breakdown of Income Taxes The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France. The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows: Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Current income tax $ (5,053) $ (9,718) Net change in deferred taxes (4,998) 2,678 Provision for income taxes $ (10,051) $ (7,040) For the three months ended March 31, 2021 and March 31, 2020, we used an annual estimated tax rate of 30% to calculate the provision for income taxes. The effective tax rate was 30% for the three months ended March 31, 2021 and 2020, respectively. Current tax assets and liabilities |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic Earnings Per Share We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding. Three Months Ended March 31, 2021 March 31, 2020 Net income attributable to shareholders of Criteo S.A. $ 22,406 $ 15,459 Weighted average number of shares outstanding 60,741,674 61,691,001 Basic earnings per share $ 0.37 $ 0.25 Diluted Earnings Per Share We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of March 31, 2020 and March 31, 2021. Consequently, all potential dilutive effects from shares are considered. For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price). Three Months Ended March 31, 2021 March 31, 2020 Net income attributable to shareholders of Criteo S.A. $ 22,406 $ 15,459 Weighted average number of shares outstanding of Criteo S.A. 60,741,674 61,691,001 Dilutive effect of : Restricted share awards ("RSUs") 2,972,382 264,309 Share options and BSPCE 296,071 153,786 Share warrants 67,282 16,486 Weighted average number of shares outstanding used to determine diluted earnings per share 64,077,409 62,125,582 Diluted earnings per share $ 0.35 $ 0.25 The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Three Months Ended March 31, 2021 March 31, 2020 Restricted share awards 332,300 2,241,223 Share options and BSPCE — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 332,300 2,241,223 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Commitments Revolving Credit Facilities "RCF", Credit Line Facilities and Bank Overdrafts We are party to an RCF with a syndicate of banks which allows us to draw up to €350.0 million ($410.4 million). We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of €21.5 million ($25.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of March 31, 2021, we had not drawn on any of these facilities. Any loans or overdrafts 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 Changes in provisions during the presented periods are summarized below: Provision for employee-related litigation Other provisions Total (in thousands) Balance at January 1, 2021 $ 1,179 $ 1,071 $ 2,250 Increase 265 — 265 Provision used (247) — (247) Provision released not used* (400) — (400) Currency translation adjustments (47) (48) (95) Balance at March 31, 2021 $ 750 $ 1,023 $ 1,773 - of which current 750 1,023 1,773 * Due to changes in management's best estimates of the future outflow The amount of the provisions represents management’s best estimate of the future outflow. |
Breakdown of Revenue and Non-Cu
Breakdown of Revenue and Non-Current Assets by Geographical Areas | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Breakdown of Revenue and Non-Current Assets by Geographical Areas | Breakdown of Revenue and Non-Current Assets by Geographical Areas The Company operates in the following three geographical markets: • Americas (North and South America); • EMEA (Europe, Middle-East and Africa); and • Asia-Pacific. The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total For the three months ended: (in thousands) March 31, 2021 $ 203,900 $ 212,096 $ 125,081 $ 541,077 March 31, 2020 $ 191,745 $ 190,114 $ 121,517 $ 503,376 Revenue generated in France amounted to $37.7 million and $32.0 million for the three month ended March 31, 2021 and March 31, 2020, respectively. Revenue generated in other significant countries where we operate is presented in the followin g table: Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Americas United States $ 184,084 $ 173,027 EMEA Germany $ 53,596 $ 50,618 United Kingdom $ 23,292 $ 20,820 Asia-Pacific Japan $ 84,212 $ 84,637 Other Information For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities. Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Total (in thousands) March 31, 2021 $ 123,930 $ 85,900 $ 85,408 $ 8,040 $ 29,606 $ 19,580 $ 247,476 December 31, 2020 $ 135,516 $ 93,389 $ 93,030 $ 8,746 $ 31,598 $ 20,532 $ 269,249 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties There were no significant related-party transactions during the period nor any change in the nature of the transactions as describe d in Note 24 t o the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 except as follows: The Executive Officers as of March 31, 2021 were: • Megan Clarken - Chief Executive Officer • Sarah Glickman - Chief Financial Officer and Principal Accounting Officer • Ryan Damon - General Counsel and Corporate Secretary |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated all subsequent events that occurred after March 31, 2021 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) revenue recognition criteria, (2) allowances for credit losses, (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 with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan. The severity, magnitude, duration and after-effects of the COVID-19 pandemic on general economic conditions increase uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes. |
Revenue Recognition | Revenue Recognition Principal vs Agent: |
Accounting Pronouncements Adopted in 2021 and Recent Accounting Pronouncements | Accounting Pronouncements Adopted in 2021 Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. The adoption of this new standard did not have a material impact on our consolidated financial statements. Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2018-14, C ompensation - 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. The adoption of this new standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements 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. |
Significant Events and Transa_2
Significant Events and Transactions of the Period (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table presents the breakdown of restructuring liability as of March 31, 2021, presented as part of employees related payables on the balance sheet: (in thousands) Restructuring liability - January 1, 2021 $ 510 Restructuring costs 5,152 Amount paid (84) Restructuring liability - March 31, 2021 5,578 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedules of concentration of risk | The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets and summarized in the following table: March 31, 2021 December 31, 2020 (in thousands) Trade receivables, net of allowances 416,910 474,055 Other taxes 69,692 69,987 Other current assets 22,494 21,405 Non-current financial assets 14,788 18,109 Marketable Securities 45,867 41,809 Total $ 569,751 $ 625,365 |
Schedule of financial liabilities | March 31, 2021 December 31, 2020 (in thousands) Trade payables $ 347,209 $ 367,025 Other taxes 56,192 58,491 Employee-related payables 71,450 85,272 Other current liabilities 32,693 33,390 Financial liabilities 2,485 3,275 Total $ 510,029 $ 547,453 |
Schedule of derivative financial instruments | March 31, 2021 December 31, 2020 (in thousands) Derivative Liabilities: Included in financial liabilities - current portion $ 394 $ 925 |
Schedule of assets and liabilities carried at fair value | The following table presents for each reporting period, the breakdown of cash and cash equivalents: March 31, 2021 December 31, 2020 (in thousands) Cash equivalents $ 154,885 $ 162,457 Cash on hand 365,175 325,554 Total cash and cash equivalents $ 520,060 $ 488,011 The following table presents for each reporting period, the breakdown of the fair value of marketable securities: March 31, 2021 December 31, 2020 (in thousands) Securities Available-for-sale Term Deposits $ 23,281 $ 24,538 Securities Held-to-maturity Term Deposits $ 22,586 $ 17,271 Total $ 45,867 $ 41,809 |
Debt Securities, Available-for-sale | The following table classifies our marketable securities by contractual maturities: Held-to-maturity Available-for-sale March 31, 2021 (in thousands) Due in one year $ 17,586 $ — Due in one to five years $ 5,000 $ 23,281 Total $ 22,586 $ 23,281 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedules of trade receivables net book value and Changes in allowance for doubtful accounts | The following table shows the breakdown in trade receivables net book value for the presented periods: March 31, 2021 December 31, 2020 (in thousands) Trade accounts receivables $ 455,604 $ 513,954 (Less) Allowance for credit losses (38,694) (39,899) Net book value at end of period $ 416,910 $ 474,055 Changes in allowance for credit accounts are summarized below: 2021 2020 (in thousands) Balance at January 1 $ (39,899) $ (16,068) Allowance for credit losses through retained earnings (*) — (3,498) Allowance for credit losses (2,759) (6,997) Reversal of provision 3,306 2,989 Currency translation adjustment 658 490 Balance at March 31 $ (38,694) $ (23,084) (*) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB). ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses. We adopted ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets net book value | The following table shows the breakdown in other current assets net book value for the presented periods: March 31, 2021 December 31, 2020 (in thousands) Prepayments to suppliers $ 4,362 $ 5,613 Other debtors 3,725 5,991 Prepaid expenses 14,407 9,801 Net book value at end of period $ 22,494 $ 21,405 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities are presented in the following table: March 31, 2021 December 31, 2020 (in thousands) Clients' prepayments $ 11,575 $ 12,234 Credit notes 15,529 14,433 Accounts payable relating to capital expenditures 2,366 4,721 Other creditors 2,235 1,918 Deferred revenue 988 84 Total $ 32,693 $ 33,390 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of leases | The components of lease expense are as follows: Three Months Ended March 31, 2021 March 31, 2020 Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 6,543 $ 6,398 $ 12,941 $ 6,314 $ 6,536 $ 12,850 Short term lease expense 76 7 83 286 56 342 Variable lease expense 144 73 217 9 516 525 Sublease income (188) — (188) (202) — (202) Total operating lease expense $ 6,575 $ 6,478 $ 13,053 $ 6,407 $ 7,108 $ 13,515 |
Additional operating lease liabilities and right of use assets | As of March 31, 2021, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets: Offices Data Centers (in thousands) Additional operating lease liabilities $ — $ 7,893 Additional right of use assets $ — $ 7,893 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Accumulated and Projected Benefit Obligations | The following table summarizes the changes in the projected benefit obligation: Projected benefit obligation (in thousands) Projected benefit obligation present value at January 1, 2020 $ 8,485 Service cost 2,232 Interest cost 95 Actuarial losses (gains) (5,214) Currency translation adjustment 569 Projected benefit obligation present value at December 31, 2020 $ 6,167 Service cost 337 Interest cost 13 Actuarial losses (gains) (629) Currency translation adjustment (267) Projected benefit obligation present value at March 31, 2021 $ 5,621 |
Schedule of Assumptions Used | The main assumptions used for the purposes of the actuarial valuations are listed below: Three months ended Year ended March 31, December 31, 2020 Discount rate (Corp AA) 1.25% 0.85% Expected rate of salary increase 5% 5% Expected rate of social charges 49% - 50% 49% - 50% Expected staff turnover —% - 17.8% —% - 17.8% Estimated retirement age Progressive table Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted |
Defined Contribution Plan Disclosures | Three Months Ended March 31, March 31, (in thousands) Defined contributions plans included in personnel expenses $ (5,553) $ (3,429) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our disaggregated revenues: Marketing Solutions Retail Media Total For the three months ended (in thousands) March 31, 2021 $ 483,190 $ 57,887 $ 541,077 March 31, 2020 $ 469,773 $ 33,603 $ 503,376 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of share-based compensation by share-based payment award | Change in number of outstanding BSPCE / OSA / RSU / BSA OSA/BSPCE RSU/PSU BSA Total Balance at January 1, 2021 2,102,158 4,954,091 343,775 7,400,024 Granted — 568,148 — 568,148 Exercised (OSA/BSPCE/BSA) (101,710) — — (101,710) Vested (RSU) — (181,505) — (181,505) Forfeited (9,564) (215,956) — (225,520) Expired (700) — — (700) Balance at March 31, 2021 1,990,184 5,124,778 343,775 7,458,737 Breakdown of the Closing Balance OSA/BSPCE RSU BSA Number outstanding 1,990,184 5,124,778 343,775 Weighted-average exercise price € 23.33 NA € 15.12 Number vested 1,527,511 — 221,562 Weighted-average exercise price € 26.23 NA € 17.00 Weighted-average remaining contractual life of options outstanding, in years 5.50 NA 6.54 |
Schedule of share-based compensation reconciliation with the Consolidated Statements of Income | Reconciliation with the Unaudited Consolidated Statements of Income Three Months Ended March 31, 2021 March 31, 2020 (in thousands) R&D S&O G&A Total R&D S&O G&A Total RSUs $ (2,496) $ (1,649) $ (2,288) $ (6,433) $ (2,369) $ (3,619) $ (1,988) $ (7,976) Share options / BSPCE — (105) (222) (327) — (61) (94) (155) Total share-based compensation (2,496) (1,754) (2,510) (6,760) (2,369) (3,680) (2,082) (8,131) BSAs — — (455) (455) — — (371) (371) Total equity awards compensation expense $ (2,496) $ (1,754) $ (2,965) $ (7,215) $ (2,369) $ (3,680) $ (2,453) $ (8,502) |
Financial Income and Expenses (
Financial Income and Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expense) | The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows: Three Months Ended March 31, March 31, (in thousands) Financial income from cash equivalents $ 128 $ 382 Interest and fees (540) (432) Interest on debt (417) (380) Fees (123) (52) Foreign exchange gain (loss) (798) (1,628) Other financial expense 492 1,344 Total financial expense $ (718) $ (334) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for income taxes | The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows: Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Current income tax $ (5,053) $ (9,718) Net change in deferred taxes (4,998) 2,678 Provision for income taxes $ (10,051) $ (7,040) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic earnings per share | Three Months Ended March 31, 2021 March 31, 2020 Net income attributable to shareholders of Criteo S.A. $ 22,406 $ 15,459 Weighted average number of shares outstanding 60,741,674 61,691,001 Basic earnings per share $ 0.37 $ 0.25 |
Schedule of diluted earnings per share | For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price). Three Months Ended March 31, 2021 March 31, 2020 Net income attributable to shareholders of Criteo S.A. $ 22,406 $ 15,459 Weighted average number of shares outstanding of Criteo S.A. 60,741,674 61,691,001 Dilutive effect of : Restricted share awards ("RSUs") 2,972,382 264,309 Share options and BSPCE 296,071 153,786 Share warrants 67,282 16,486 Weighted average number of shares outstanding used to determine diluted earnings per share 64,077,409 62,125,582 Diluted earnings per share $ 0.35 $ 0.25 |
Schedule of weighted average number of anti-dilutive securities | The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Three Months Ended March 31, 2021 March 31, 2020 Restricted share awards 332,300 2,241,223 Share options and BSPCE — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 332,300 2,241,223 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Changes in provisions for contingencies | Changes in provisions during the presented periods are summarized below: Provision for employee-related litigation Other provisions Total (in thousands) Balance at January 1, 2021 $ 1,179 $ 1,071 $ 2,250 Increase 265 — 265 Provision used (247) — (247) Provision released not used* (400) — (400) Currency translation adjustments (47) (48) (95) Balance at March 31, 2021 $ 750 $ 1,023 $ 1,773 - of which current 750 1,023 1,773 * Due to changes in management's best estimates of the future outflow |
Breakdown of Revenue and Non-_2
Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of consolidated revenue for each geographical area | . Revenue by geographical area is based on the location of advertisers’ campaigns. Americas EMEA Asia-Pacific Total For the three months ended: (in thousands) March 31, 2021 $ 203,900 $ 212,096 $ 125,081 $ 541,077 March 31, 2020 $ 191,745 $ 190,114 $ 121,517 $ 503,376 |
Schedule of revenue generated in other significant countries | Revenue generated in other significant countries where we operate is presented in the following table: Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Americas United States $ 184,084 $ 173,027 EMEA Germany $ 53,596 $ 50,618 United Kingdom $ 23,292 $ 20,820 Asia-Pacific Japan $ 84,212 $ 84,637 |
Schedule of non-current assets by geographical area and country | For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities. Of which Of which Holding Americas United States EMEA Asia-Pacific Japan Total (in thousands) March 31, 2021 $ 123,930 $ 85,900 $ 85,408 $ 8,040 $ 29,606 $ 19,580 $ 247,476 December 31, 2020 $ 135,516 $ 93,389 $ 93,030 $ 8,746 $ 31,598 $ 20,532 $ 269,249 |
Significant Events and Transa_3
Significant Events and Transactions of the Period - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 5,152 |
Sales and Operations expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 4,000 |
General and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,100 |
Research and Development expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 100 |
Significant Events and Transa_4
Significant Events and Transactions of the Period - Summary of Restructuring Reserve (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 510 |
Restructuring costs | 5,152 |
Amount paid | (84) |
Ending balance | $ 5,578 |
Financial Instruments - Financi
Financial Instruments - Financial Assets and Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Maximum exposure | $ 569,751 | $ 625,365 |
Trade receivables, net of allowances | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 416,910 | 474,055 |
Other taxes | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 69,692 | 69,987 |
Other current assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 22,494 | 21,405 |
Non-current financial assets | ||
Concentration Risk [Line Items] | ||
Maximum exposure | 14,788 | 18,109 |
Marketable Securities | ||
Concentration Risk [Line Items] | ||
Maximum exposure | $ 45,867 | $ 41,809 |
Financial Instruments - Finan_2
Financial Instruments - Financial Liabilities (Details) - Fair value - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trade payables | $ 347,209 | $ 367,025 |
Other taxes | 56,192 | 58,491 |
Employee-related payables | 71,450 | 85,272 |
Other current liabilities | 32,693 | 33,390 |
Financial liabilities | 2,485 | 3,275 |
Total | $ 510,029 | $ 547,453 |
Financial Instruments - Derivat
Financial Instruments - Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 2 | Fair value | ||
Derivative Liabilities: | ||
Included in financial liabilities - current portion | $ 394 | $ 925 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Cash equivalents | $ 154,885 | $ 162,457 |
Cash on hand | 365,175 | 325,554 |
Total cash and cash equivalents | $ 520,060 | $ 488,011 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity | $ 1,143,763 | $ 1,152,687 | $ 1,026,608 | $ 1,037,988 |
Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' equity | $ 510,528 | $ 491,359 | $ 450,480 | $ 451,725 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value of Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities - non current portion | $ 28,281 | $ 41,809 |
Fair value | Term Deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities, available-for-sale, noncurrent | 23,281 | 24,538 |
Debt securities, held-to-maturity, noncurrent | 22,586 | 17,271 |
Marketable securities - non current portion | $ 45,867 | $ 41,809 |
Financial Instruments - Marketa
Financial Instruments - Marketable Securities Maturities (Details) - Term Deposits $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Due in one year | $ 17,586 |
Due in one to five years | 5,000 |
Debt securities, held-to-maturity, fair value | 22,586 |
Debt Securities, Available-for-sale [Line Items] | |
Due in one year | 0 |
Due in one to five years | 23,281 |
Marketable securities - non current portion | $ 23,281 |
Trade Receivables - Breakdown i
Trade Receivables - Breakdown in Trade Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||||
Trade accounts receivables | $ 455,604 | $ 513,954 | ||
(Less) Allowance for credit losses | (38,694) | (39,899) | $ (23,084) | $ (16,068) |
Net book value at end of period | $ 416,910 | $ 474,055 |
Trade Receivables - Allowance f
Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, at beginning of the period | $ (39,899) | $ (16,068) |
Allowance for credit losses | (2,759) | (6,997) |
Reversal of provision | 3,306 | 2,989 |
Currency translation adjustment | 658 | 490 |
Balance, at end of the period | $ (38,694) | (23,084) |
Cumulative Effect, Period Of Adoption, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, at beginning of the period | $ (3,498) |
Trade Receivables - Narrative (
Trade Receivables - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables [Abstract] | ||
Accounts receivable, previously written off, recovered | $ 0.5 | $ 0.6 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to suppliers | $ 4,362 | $ 5,613 |
Other debtors | 3,725 | 5,991 |
Prepaid expenses | 14,407 | 9,801 |
Net book value at end of period | $ 22,494 | $ 21,405 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Clients' prepayments | $ 11,575 | $ 12,234 |
Credit notes | 15,529 | 14,433 |
Accounts payable relating to capital expenditures | 2,366 | 4,721 |
Other creditors | 2,235 | 1,918 |
Deferred revenue | 988 | 84 |
Total | $ 32,693 | $ 33,390 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Lease expense | $ 12,941 | $ 12,850 |
Short term lease expense | 83 | 342 |
Variable lease expense | 217 | 525 |
Sublease income | (188) | (202) |
Total operating lease expense | 13,053 | 13,515 |
Offices | ||
Lessee, Lease, Description [Line Items] | ||
Lease expense | 6,543 | 6,314 |
Short term lease expense | 76 | 286 |
Variable lease expense | 144 | 9 |
Sublease income | (188) | (202) |
Total operating lease expense | 6,575 | 6,407 |
Data Centers | ||
Lessee, Lease, Description [Line Items] | ||
Lease expense | 6,398 | 6,536 |
Short term lease expense | 7 | 56 |
Variable lease expense | 73 | 516 |
Sublease income | 0 | 0 |
Total operating lease expense | $ 6,478 | $ 7,108 |
Leases - Additional Operating L
Leases - Additional Operating Leases and Right of Use Assets (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Offices | |
Lessee, Lease, Description [Line Items] | |
Additional operating lease liabilities | $ 0 |
Additional right of use assets | 0 |
Data Centers | |
Lessee, Lease, Description [Line Items] | |
Additional operating lease liabilities | 7,893 |
Additional right of use assets | $ 7,893 |
Employee Benefits - Changes in
Employee Benefits - Changes in the projected benefit obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Projected benefit obligation present value at beginning of period | $ 6,167 | $ 8,485 |
Service cost | 337 | 2,232 |
Interest cost | 13 | 95 |
Actuarial losses (gains) | (629) | (5,214) |
Currency translation adjustment | (267) | 569 |
Projected benefit obligation present value at ending of period | $ 5,621 | $ 6,167 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Assumptions Used for Actuarial Valuations (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate (Corp AA) | 0.0125% | 0.85% |
Expected rate of salary increase | 0.05% | 5.00% |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected rate of social charges | 49.00% | 49.00% |
Expected staff turnover | 0.00% | 0.00% |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected rate of social charges | 50.00% | 50.00% |
Expected staff turnover | 17.80% | 17.80% |
Employee Benefits - Schedule _2
Employee Benefits - Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contributions plans included in personnel expenses | $ (5,553) | $ (3,429) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 541,077 | $ 503,376 |
Marketing Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 483,190 | 469,773 |
Retail Media | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 57,887 | $ 33,603 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - Plan 12 | Feb. 25, 2021shares |
RSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 96,450 |
RSU | Management | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 235,850 |
PSUs | Management | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 235,848 |
Share-Based Compensation - Chan
Share-Based Compensation - Change in Number of BSPCE/OSA/RSU/BSA (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments [Roll Forward] | |
Beginning balance (in shares) | 7,400,024 |
Granted (in shares) | 568,148 |
Exercised (in shares) | (101,710) |
Vested (in shares) | (181,505) |
Forfeited (in shares) | (225,520) |
Expired (in shares) | (700) |
Ending balance (in shares) | 7,458,737 |
OSA/BSPCE | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance, options (in shares) | 2,102,158 |
Granted, options (in shares) | 0 |
Exercised, options (in shares) | (101,710) |
Vested, options (in shares) | 0 |
Forfeited, options (in shares) | (9,564) |
Expired, options (in shares) | (700) |
Ending balance, options (in shares) | 1,990,184 |
RSU/PSU | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 4,954,091 |
Granted (in shares) | 568,148 |
Exercised (in shares) | 0 |
Vested (in shares) | (181,505) |
Forfeited (in shares) | (215,956) |
Expired (in shares) | 0 |
Ending balance (in shares) | 5,124,778 |
BSA | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance, options (in shares) | 343,775 |
Granted, options (in shares) | 0 |
Exercised, options (in shares) | 0 |
Vested, options (in shares) | 0 |
Forfeited, options (in shares) | 0 |
Expired, options (in shares) | 0 |
Ending balance, options (in shares) | 343,775 |
Share-Based Compensation - Brea
Share-Based Compensation - Breakdown of the Closing Balance (Details) - € / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
OSA/BSPCE | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 1,990,184 | 2,102,158 |
Weighted-average exercise price, options (in Euro per share) | € 23.33 | |
Number vested, options (in shares) | 1,527,511 | |
Weighted-average exercise price, options (in Euro per share) | € 26.23 | |
Weighted-average remaining contractual life of options outstanding | 5 years 6 months | |
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number vested, options (in shares) | 0 | |
Number outstanding (in shares) | 5,124,778 | |
BSA | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number outstanding, options (in shares) | 343,775 | 343,775 |
Weighted-average exercise price, options (in Euro per share) | € 15.12 | |
Number vested, options (in shares) | 221,562 | |
Weighted-average exercise price, options (in Euro per share) | € 17 | |
Weighted-average remaining contractual life of options outstanding | 6 years 6 months 14 days |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | $ (6,760) | $ (8,131) |
Total equity awards compensation expense | (7,215) | (8,502) |
Research and Development expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (2,496) | (2,369) |
Total equity awards compensation expense | (2,496) | (2,369) |
Sales and Operations expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (1,754) | (3,680) |
Total equity awards compensation expense | (1,754) | (3,680) |
General and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (2,510) | (2,082) |
Total equity awards compensation expense | (2,965) | (2,453) |
RSU | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (6,433) | (7,976) |
RSU | Research and Development expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (2,496) | (2,369) |
RSU | Sales and Operations expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (1,649) | (3,619) |
RSU | General and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (2,288) | (1,988) |
OSA/BSPCE | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (327) | (155) |
OSA/BSPCE | Research and Development expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | 0 | 0 |
OSA/BSPCE | Sales and Operations expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (105) | (61) |
OSA/BSPCE | General and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | (222) | (94) |
BSA | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
BSAs | (455) | (371) |
BSA | Research and Development expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
BSAs | 0 | 0 |
BSA | Sales and Operations expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
BSAs | 0 | 0 |
BSA | General and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
BSAs | $ (455) | $ (371) |
Financial Income and Expenses -
Financial Income and Expenses - Financial income (expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Financial income from cash equivalents | $ 128 | $ 382 |
Interest and fees | (540) | (432) |
Interest on debt | (417) | (380) |
Fees | (123) | (52) |
Foreign exchange gain (loss) | (798) | (1,628) |
Other financial expense | 492 | 1,344 |
Total financial expense | $ (718) | $ (334) |
Financial Income and Expenses_2
Financial Income and Expenses - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Financial expense | $ 718 | $ 334 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax | $ (5,053) | $ (9,718) |
Net change in deferred taxes | (4,998) | 2,678 |
Provision for income taxes | $ (10,051) | $ (7,040) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Estimated tax rate | 30.00% | 30.00% |
Effective tax rate | 30.00% | 30.00% |
Earnings Per Share - Basic (Det
Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net income attributable to shareholders of Criteo S.A. | $ 22,406 | $ 15,459 |
Weighted average number of shares outstanding (in shares) | 60,741,674 | 61,691,001 |
Basic earnings per share (in USD per share) | $ 0.37 | $ 0.25 |
Earnings Per Share - Diluted (D
Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net income attributable to shareholders of Criteo S.A. | $ 22,406 | $ 15,459 |
Weighted average number of shares outstanding (in shares) | 60,741,674 | 61,691,001 |
Dilutive effect of : | ||
Restricted share awards (RSU's) (in shares) | 2,972,382 | 264,309 |
Share options and (BSPCEs) (in shares) | 296,071 | 153,786 |
Share warrants (in shares) | 67,282 | 16,486 |
Weighted average number of shares outstanding used to determine diluted earnings per share (in shares) | 64,077,409 | 62,125,582 |
Diluted earnings per share (in USD per share) | $ 0.35 | $ 0.25 |
Earnings Per Share - Anti-Dilut
Earnings Per Share - Anti-Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 332,300 | 2,241,223 |
Restricted share awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 332,300 | 2,241,223 |
OSA/BSPCE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 0 | 0 |
Commitments and contingencies -
Commitments and contingencies - Commitments (Details) - Mar. 31, 2021 - Revolving credit facility - RCF $ in Millions | EUR (€) | USD ($) |
Bank Syndicate RCF | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, maximum borrowing capacity | € 350,000,000 | $ 410.4 |
HSBC and LCL Facilities | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, maximum borrowing capacity | € 21,500,000 | $ 25.2 |
Commitments and contingencies_2
Commitments and contingencies - Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | $ 2,250 |
Increase | 265 |
Provision used | (247) |
Provision released not used | (400) |
Currency translation adjustments | (95) |
Contingencies accrual, ending balance | 1,773 |
Contingencies accrual, of which current | 1,773 |
Provision for employee-related litigation | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 1,179 |
Increase | 265 |
Provision used | (247) |
Provision released not used | (400) |
Currency translation adjustments | (47) |
Contingencies accrual, ending balance | 750 |
Contingencies accrual, of which current | 750 |
Other provisions | |
Loss Contingency Accrual [Roll Forward] | |
Contingencies accrual, beginning balance | 1,071 |
Increase | 0 |
Provision used | 0 |
Provision released not used | 0 |
Currency translation adjustments | (48) |
Contingencies accrual, ending balance | 1,023 |
Contingencies accrual, of which current | $ 1,023 |
Breakdown of Revenue and Non-_3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)market | Mar. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of geographical markets | market | 3 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 541,077 | $ 503,376 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 37,700 | $ 32,000 |
Breakdown of Revenue and Non-_4
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 541,077 | $ 503,376 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 203,900 | 191,745 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 212,096 | 190,114 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 125,081 | $ 121,517 |
Breakdown of Revenue and Non-_5
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Significant Other Countries (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 541,077 | $ 503,376 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 184,084 | 173,027 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 53,596 | 50,618 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 23,292 | 20,820 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 84,212 | $ 84,637 |
Breakdown of Revenue and Non-_6
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Other Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 247,476 | $ 269,249 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 85,900 | 93,389 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 85,408 | 93,030 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 8,040 | 8,746 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 29,606 | 31,598 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | 19,580 | 20,532 |
Holding | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets | $ 123,930 | $ 135,516 |