Cover page
Cover page - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Feb. 16, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
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 | 75 | |
Local Phone Number | 85 09 39 | |
Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Shell Company | false | |
Entity Public Float | $ 2,137,000 | |
Entity Common Stock, Shares Outstanding (in shares) | 55,227,016 | |
Entity Central Index Key | 0001576427 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
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 | |
Share capital | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, nominal value €0.025 per share | |
Security Exchange Name | NASDAQ | |
No Trading Symbol | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 1756 |
Auditor Name | Deloitte & Associés |
Auditor Location | Paris-La Défense, France |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 336,341 | $ 348,200 |
Trade receivables, net of allowances of $43.3 million and $47.8 million as of December 31, 2023 and December 31, 2022, respectively. | 775,589 | 708,949 |
Income taxes | 2,065 | 23,609 |
Other taxes | 109,306 | 78,274 |
Other current assets | 48,291 | 51,866 |
Restricted cash - current portion | 75,000 | 25,000 |
Marketable securities - current portion | 5,970 | 25,098 |
Total current assets | 1,352,562 | 1,260,996 |
Property, plant and equipment, net | 126,494 | 131,207 |
Intangible assets, net | 180,888 | 175,983 |
Goodwill | 524,197 | 515,140 |
Right of use asset - operating lease | 112,487 | 102,176 |
Restricted cash – non-current | 0 | 75,000 |
Marketable securities - non current portion | 16,575 | 0 |
Non-current financial assets | 5,294 | 5,928 |
Other non - current assets | 60,742 | 50,818 |
Deferred tax assets | 52,680 | 31,646 |
Total non current assets | 1,079,357 | 1,087,898 |
Total assets | 2,431,919 | 2,348,894 |
Current liabilities: | ||
Trade payables | 838,522 | 742,918 |
Contingencies - current portion | 1,467 | 65,759 |
Income taxes | 17,213 | 13,037 |
Financial liabilities - current portion | 3,389 | 219 |
Lease liability - operating - current portion | 35,398 | 31,003 |
Other taxes | 66,659 | 58,031 |
Employee-related payables | 113,287 | 85,569 |
Other current liabilities | 104,552 | 83,457 |
Total current liabilities | 1,180,487 | 1,079,993 |
Deferred tax liabilities | 1,083 | 3,463 |
Retirement benefit obligation | 4,123 | 3,708 |
Financial liabilities - non current portion | 77 | 74 |
Lease liability - operating - non current portion | 83,051 | 77,536 |
Contingencies - non-current portion | 32,625 | 33,788 |
Other non-current liabilities | 19,082 | 69,226 |
Total non-current liabilities | 140,041 | 187,795 |
Total liabilities | 1,320,528 | 1,267,788 |
Shareholders' equity: | ||
Common shares, €0.025 per value, 61,165,663 and 63,248,728 shares authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively. | 2,023 | 2,079 |
Treasury stock, 5,400,572 and 5,985,104 shares at cost as of December 31, 2023 and December 31, 2022, respectively. | (161,788) | (174,293) |
Additional paid-in capital | 769,240 | 734,492 |
Accumulated other comprehensive income (loss) | (85,326) | (91,890) |
Retained earnings | 555,456 | 577,653 |
Equity - attributable to shareholders of Criteo S.A. | 1,079,605 | 1,048,041 |
Non-controlling interests | 31,786 | 33,065 |
Total equity | 1,111,391 | 1,081,106 |
Total equity and liabilities | $ 2,431,919 | $ 2,348,894 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) $ in Thousands | Dec. 31, 2023 € / shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 € / shares | Dec. 31, 2022 USD ($) shares |
Statement of Financial Position [Abstract] | ||||
Trade receivables, allowances | $ | $ 43,348 | $ 47,792 | ||
Common shares par value (in Euro per shares) | € / shares | € 25 | € 25 | ||
Common shares authorized (in shares) | 61,165,663 | 63,248,728 | ||
Common shares issued (in shares) | 61,165,663 | 63,248,728 | ||
Common shares outstanding (in shares) | 61,165,663 | 63,248,728 | ||
Treasury stock (in shares) | 5,400,572 | 5,985,104 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 1,949,445 | $ 2,017,003 | $ 2,254,235 |
Cost of revenue | |||
Traffic acquisition costs | (926,839) | (1,088,779) | (1,333,440) |
Other cost of revenue | (159,562) | (133,024) | (138,851) |
Gross profit | 863,044 | 795,200 | 781,944 |
Operating expenses: | |||
Research and development expenses | (242,289) | (187,596) | (151,817) |
Sales and operations expenses | (406,012) | (377,996) | (325,616) |
General and administrative expenses | (137,525) | (205,330) | (152,634) |
Total operating expenses | (785,826) | (770,922) | (630,067) |
Income from operations | 77,218 | 24,278 | 151,877 |
Financial and Other Income (Expense) | (2,490) | 17,783 | 1,939 |
Income before taxes | 74,728 | 42,061 | 153,816 |
Provision for income taxes | (20,084) | (31,186) | (16,169) |
Net income | 54,644 | 10,875 | 137,647 |
Net income available to shareholders of Criteo S.A. | 53,259 | 8,952 | 134,456 |
Net income available to non-controlling interests | $ 1,385 | $ 1,923 | $ 3,191 |
Net income allocated to shareholders per share: | |||
Basic (in dollars per share) | $ 0.95 | $ 0.15 | $ 2.21 |
Diluted (in dollars per share) | $ 0.88 | $ 0.14 | $ 2.09 |
Weighted average shares outstanding used in computing per share amounts: | |||
Basic (in shares) | 56,170,658 | 60,004,707 | 60,717,446 |
Diluted (in shares) | 60,231,627 | 62,760,197 | 64,231,637 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 54,644 | $ 10,875 | $ 137,647 |
Other comprehensive income (loss): | |||
Foreign currency translation differences, net of taxes | 4,153 | (59,001) | (61,406) |
Foreign currency translation differences | 4,153 | (59,001) | (61,406) |
Income tax effect | 0 | 0 | 0 |
Actuarial (losses) gains on employee benefits, net of taxes | 264 | 2,969 | 1,205 |
Actuarial (losses) gains on employee benefits | 294 | 3,311 | 1,374 |
Income tax effect | (30) | (342) | (169) |
Comprehensive income (loss) | 59,061 | (45,157) | 77,446 |
Attributable to shareholders of Criteo S.A. | 59,874 | (40,721) | 81,302 |
Attributable to non-controlling interests | $ (813) | $ (4,436) | $ (3,856) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Equity - attributable to shareholders of Criteo S.A. | Share capital | Treasury stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Retained earnings | Non controlling interests | |||
Beginning balance (in shares) at Dec. 31, 2020 | 66,272,106 | 5,632,536 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 1,152,687 | $ 1,117,142 | $ 2,161 | $ (85,570) | $ 693,164 | $ 16,028 | $ 491,359 | $ 35,545 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 137,647 | 134,456 | 134,456 | 3,191 | |||||||
Other comprehensive income (loss) | (60,201) | (56,345) | (56,345) | (3,856) | |||||||
Issuance of ordinary shares (in shares) | 1,109,950 | ||||||||||
Issuance of ordinary shares | 25,473 | 25,473 | $ 32 | 25,441 | |||||||
Change in treasury stock (in shares) | [1] | 1,498,709 | 424,663 | ||||||||
Change in treasury stock(1) | [1] | (100,043) | (100,043) | $ (44) | $ (45,990) | (29,782) | (24,227) | ||||
Shared-based compensation | 42,734 | 42,425 | 42,425 | 309 | |||||||
Other changes in equity | $ 23 | 23 | 23 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 60,675,474 | 65,883,347 | 5,207,873 | ||||||||
Ending balance at Dec. 31, 2021 | $ 1,198,320 | 1,163,131 | $ 2,149 | $ (131,560) | 731,248 | (40,294) | 601,588 | 35,189 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 10,875 | 8,952 | 8,952 | 1,923 | |||||||
Other comprehensive income (loss) | (56,032) | (51,596) | (51,596) | (4,436) | |||||||
Issuance of ordinary shares (in shares) | 97,767 | ||||||||||
Issuance of ordinary shares | $ 431 | 431 | $ 2 | 429 | |||||||
Change in treasury stock (in shares) | 5,135,359 | 2,732,386 | [2] | 777,231 | [2] | ||||||
Change in treasury stock(1) | [2] | $ (135,685) | (135,685) | $ (72) | $ (42,733) | (59,984) | (32,896) | ||||
Shared-based compensation | 63,171 | 62,782 | 62,782 | 389 | |||||||
Other changes in equity | $ 26 | 26 | 17 | 9 | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 57,263,624 | 63,248,728 | 5,985,104 | ||||||||
Ending balance at Dec. 31, 2022 | $ 1,081,106 | 1,048,041 | $ 2,079 | $ (174,293) | 734,492 | (91,890) | 577,653 | 33,065 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 54,644 | 53,259 | 53,259 | 1,385 | |||||||
Other comprehensive income (loss) | 4,417 | 6,616 | 6,616 | (2,199) | |||||||
Issuance of ordinary shares (in shares) | 101,935 | ||||||||||
Issuance of ordinary shares | $ 1,948 | 1,948 | $ 3 | 1,945 | |||||||
Change in treasury stock (in shares) | 4,286,624 | 2,185,000 | [3] | 584,532 | [3] | ||||||
Change in treasury stock(1) | [3] | $ (125,489) | (125,489) | $ (59) | $ 12,505 | (62,429) | (75,506) | ||||
Shared-based compensation | 95,263 | 95,236 | 95,236 | 27 | |||||||
Other changes in equity | $ (498) | (6) | (52) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 55,765,091 | 61,165,663 | 5,400,572 | ||||||||
Ending balance at Dec. 31, 2023 | $ 1,111,391 | $ 1,079,605 | $ 2,023 | $ (161,788) | $ 769,240 | $ (85,326) | $ 555,456 | $ 31,786 | |||
[1]On February 5, 2021 Criteo's Board of Directors authorized a share repurchase program of up to $175.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 2,647,742 shares repurchased at an average price of $37.99 offset by 1,573,696 treasury shares used for RSUs vesting and 1,498,709 treasury shares cancelled.[2] On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359 shares repurchased at an average price of $26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) | Dec. 07, 2022 | Feb. 03, 2022 | Feb. 05, 2021 |
Authorized amount of share repurchase program | $ 480,000,000 | $ 280,000,000 | $ 175,000,000 |
Treasury stock acquired, average cost per share (in dollars per share) | $ 30 | $ 26.43 | $ 37.99 |
Treasury shares used for vesting (in shares) | 1,625,742 | 1,573,696 | |
Treasury shares cancelled (in shares) | 2,185,000 | 2,732,386 | 1,498,709 |
Restricted Stock Units (RSUs) | |||
Treasury shares used for vesting (in shares) | 1,679,674 | ||
Lock-up shares | |||
Treasury shares used for vesting (in shares) | 1,006,482 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash from operating activities | ||||
Net income | $ 54,644 | $ 10,875 | $ 137,647 | |
Non-cash and non-operating items | ||||
Non-cash and non-operating items | 103,369 | 185,029 | 124,879 | |
Amortization and provisions | 72,336 | 150,261 | 90,934 | |
Payment for contingent liability on regulatory matters | (43,334) | 0 | 0 | |
Equity awards compensation expense | [1] | 97,185 | 65,034 | 44,528 |
Net gain on disposal of non-current assets | (7,929) | (194) | 1,965 | |
Interest accrued and non-cash financial income and expenses | 0 | (259) | 0 | |
Change in uncertain tax positions | (880) | 412 | 0 | |
Net change in fair value of Earn-out | 2,344 | 771 | 0 | |
Change in deferred taxes | (23,588) | 3,602 | (18,642) | |
Change in income taxes | 4,424 | (10,952) | 6,043 | |
Other | 2,811 | (23,646) | 51 | |
Change in working capital related to operating activities | 66,233 | 60,081 | (41,613) | |
(Increase) / Decrease in trade receivables | (56,344) | (41,910) | (134,950) | |
Increase / (Decrease) in trade payables | 87,937 | 133,792 | 82,691 | |
(Increase) / Decrease in other current assets | (8,479) | (14,687) | (19,742) | |
Increase / (Decrease) in other current liabilities | 43,815 | (17,862) | 33,033 | |
Change in operating lease liabilities and right of use assets | (696) | 748 | (2,645) | |
Cash from operating activities | 224,246 | 255,985 | 220,913 | |
Cash used for investing activities | ||||
Acquisition of intangibles assets, property, plant and equipment | (92,501) | (84,796) | (54,983) | |
Change in accounts payable related to intangible assets, property, plant and equipment | (21,810) | 28,951 | 1,973 | |
Proceeds from disposition of investments | 8,847 | 0 | 0 | |
Payment for businesses, net of cash acquired | (6,825) | (138,027) | (10,419) | |
Change in other financial non-current assets | 3,577 | 27,753 | (12,938) | |
Cash used for investing activities | (108,712) | (166,119) | (76,367) | |
Cash used for financing activities | ||||
Proceeds from borrowings under line-of-credit agreement | 0 | 78,513 | 0 | |
Repayment of borrowings | 0 | (78,513) | (1,249) | |
Proceeds from capital increase | 1,945 | 1,028 | 25,196 | |
Repurchase of treasury stocks | (125,489) | (135,685) | (100,027) | |
Change in other financial liabilities | 235 | (265) | (4,037) | |
Cash payment for contingent consideration | (22,025) | 0 | 0 | |
Other | (1,920) | 21,878 | 0 | |
Cash used for financing activities | (147,254) | (113,044) | (80,117) | |
Effect of exchange rate changes on cash and cash equivalents | (5,223) | (44,149) | (36,913) | |
Net increase (decrease) in cash and cash equivalents | (36,943) | (67,327) | 27,516 | |
Net cash and cash equivalents - beginning of period | 448,200 | 515,527 | 488,011 | |
Net cash and cash equivalents - end of period | 411,257 | 448,200 | 515,527 | |
Supplemental disclosures of Cash Flow information | ||||
Cash paid for taxes, net of refunds | (40,127) | (38,124) | (28,767) | |
Cash paid for interest, net of amounts capitalized | $ (1,539) | $ (1,298) | $ (1,486) | |
[1]Of which $95.3 million and $63.3 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the twelve month period ended December 31, 2023 and 2022, respectively. |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows - Parenthetical - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shared-based compensation | $ 97,185 | $ 65,034 |
Accounting Standards Update 2021-04 | ||
Shared-based compensation | $ 95,300 | $ 63,300 |
Principles and Accounting Metho
Principles and Accounting Methods | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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. 2023 2022 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A France 100% 100% 100% 100% Parent company French subsidiaries Criteo France SAS France 100% 100% 100% 100% Fully consolidated Criteo Technology France 100% 100% 100% 100% Fully consolidated Condigolabs SAS (2) France —% —% 40% 40% Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100% 100% 100% 100% Fully consolidated Criteo Corp. United States 100% 100% 100% 100% Fully consolidated Madyourself Technologies, Inc. (1) United States —% —% 100% 100% Fully consolidated Doobe In Site Ltd. Israel 100% 100% 100% 100% Fully consolidated Criteo GmbH Germany 100% 100% 100% 100% Fully consolidated Criteo Nordics AB Sweden 100% 100% 100% 100% Fully consolidated Criteo Korea Ltd. Korea 100% 100% 100% 100% Fully consolidated Criteo KK Japan 66% 66% 66% 66% Fully consolidated Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil 100% 100% 100% 100% Fully consolidated Criteo BV The Netherlands 100% 100% 100% 100% Fully consolidated Criteo Australia Pty Ltd Australia 100% 100% 100% 100% Fully consolidated Criteo Srl Italy 100% 100% 100% 100% Fully consolidated Criteo Advertising (Beijing) Co. Ltd China 100% 100% 100% 100% Fully consolidated Brandcrush Pty Ltd Australia 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 MM S.L. Spain 100% 100% 100% 100% Fully consolidated Criteo España S.L. Spain 100% 100% 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 Limited India 100% 100% 100% 100% Fully consolidated Gemini HoldCo, LLC (1) United States —% —% 100% 100% Fully consolidated Bidswitch GmbH Switzerland 100% 100% 100% 100% Fully consolidated Bidswitch Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb GmbH Switzerland 100% 100% 100% 100% Fully consolidated Iponweb GmbH Deutschland 100% 100% 100% 100% Fully consolidated Iponweb Limited United Kingdom 100% 100% 100% 100% Fully consolidated Iponweb Labs Limited Cyprus 100% 100% 100% 100% Fully consolidated Iponweb Inc. (1) United States —% —% 100% 100% Fully consolidated The MediaGrid Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb Labs LLC Armenia 100% 100% 100% 100% Fully consolidated (1) Merged with Criteo Corp. (2) Disposal of investment 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) gross vs net assessment in revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses. 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 technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between three Intangible assets 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, generally estimated at three years. Cloud computing arrangements (“CCAs”), such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs. If a CCA includes a software license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses. If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain implementation costs for its CCAs that are service contracts, which are included in other current assets. The Company amortizes capitalized implementation costs in a CCA over the life of the service contract. 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. Management determines the appropriate useful life of property, plant and equipment when those assets are initially recognized and it is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life. The estimated useful lives of property and equipment are described below: Servers....................................................................................................................................................... 5 years 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 three single reporting units and has selected December 31 as the date to perform its annual impairment test. Goodwill has been allocated to these three segments using a relative fair value allocation approach. In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill . If these estimates or their related assumptions change in the future, the Company may be required to record impairment on these assets. If the net book value exceeds its implied fair value, then the Company would be required to recognize an impairment loss in the Consolidated Statement of Income. 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 three 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 We lease space under non-cancellable operating leases for our offices and data centers. Our office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately. Our leases typically contain options to renew, and/or early terminate the lease. Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date. Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs include changes in indexation and are expensed in the period incurred. 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. The Company carries the accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers. We apply 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 that an entity does not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. For accounts receivable measured at amortized cost, we use aging analysis, and probability of default methods to evaluating and estimating the expected credit losses. 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 credit losses 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 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. Generally, our derivatives are not designated as hedging instruments and mainly consist of forward buying 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. We report the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This results in the cash flows from derivative instruments to be classified in the same category as the underlying cash flows. Derivatives are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. 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. Cash, Cash Equivalents and Marketable Securities Cash includes cash on deposit with banks and highly liquid investments such as 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. Highly liquid term deposits therefore meet the definition of cash equivalents. We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity. Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity. Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments. Interest income generated from held-to-maturity investments is recorded as financial 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, 2023 an individual customer accounted for 10% or more of accounts receivable. As of December 31, 2022, no individual customer accounted for more than 10% of accounts receivable. During the years ended December 31, 2023, 2022 and 2021, no individual 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 are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. Revenue Recognition We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. We also provide technology to retailers and other companies in the ad tech space which enables them to monetize on their advertising properties, or connect them to other players in the ad-tech industry. Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; • Recognition of revenue when, or as, we satisfy a performance obligations. We have multiple pricing models which include percentage of spend models, as well as cost-per-click, and cost-per-impression pricing models. Cost-per-click and cost-per-impression pricing models We recognize revenues when we transfer control of promised services directly to 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, 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 , as we consider the delivery of clicks our performance obligation. For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed as we consider the display of advertisements our performance obligation. Percentage of spend models Criteo's Platform enables the buying and selling of retail media with an end-to-end, self-service platform geared toward our brand, agency and retailer customers and is priced using a percentage of spend model. We generate revenues when we provide a platform for the purchase and sale of retail media digital advertising inventory. The platform connects sellers and buyers of retail media inventory, in an online marketplace. Retailers provide advertising inventory to the platform and brands and agencies bid on the retailers digital advertising inventory. Winning bids can create advertising, or paid impressions, which retailers display to their website visitors. The total volume of spending between buyers and sellers on the Company's platform is referred to as working media spend. We charge both the brands and agencies and retailers a contractual fee, based on a percentage of working media spend, for the use of our platform. We recognize revenue when an ad is displayed or clicked on. Criteo's solutions offer an online trading platform through which supply partners can submit bid requests for media that they wish to sell, and demand partners can submit bids for media that they wish to buy through the operations of a dynamic, real-time exchange whereby media is sold to demand partners whose bids are selected by supply partners. We generate revenues by charging demand or supply a percentage of total media spend traded through our solutions. We recognize revenue when an ad is displayed or clicked on. Agent vs Principal When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising inventory, we assess whether we act as principal or agent in the arrangement. The assessment is based on the degree we control the specified services at any time before they are transferred to the customer. The determination of whether we are acting as principal or agent requires judgment. We act primarily as principal in our Marketing Solutions segment because (i) we control the advertising inventory before it is transferred to our clients; (ii) we bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these and other factors, we have determined that we act primarily as principal for our Criteo Marketing Solutions engagements and accordingly report the revenue earned and related costs incurred on a gross basis. We act primarily as agent in our Retail Media segment. For the arrangements related to transactions using our legacy Retail Media solutions, we consider that we act as principal, as we exercise significant control over the client’s advertising campaign. For arrangements related to transactions using our Platform, a self-service solution providing transparency, measurement and control to our brand, agency 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, we report the revenue earned and related costs incurred by the Platform solution on a net basis. We act as agent in Iponweb segment as 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 fee based on a percentage of the digital advertising inventory traded through our solutions. Therefore, we report the revenue earned and related costs incurred by the Iponweb solutions on a net basis. Rebates and Incentives Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives may represent payments to a customer directly related to entering into an agreement, which are capitalized and amortized over the life of the agreement on a straight-line basis. Variable rebates and incentives are calculated based on expected amount to be provided to customers and they are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements. 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. Cost of Revenue Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, primarily for the Marketing Solutions segment. 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. For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.D -Trend Information below. Other Cost of Revenue . Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment, the cost of data purchased from third parties and digital taxes. 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. Advertising and Promotional Expenses Advertising costs are expensed when incurred and are included in marketing and sales expenses on the consolidated statements of income. We incurred advertising expenses of $1.7 million, $7.6 million, and $2.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Share-Based Compensation Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance stock units (PSUs) expense and Lock Up Shares "LUS" expense. RSUs and PSUs granted to employees are measured based on the grant-date fair value. The PSUs expense is trued up based on the Company’s expectation of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs vest over a service period of four years. LUS were issued to Iponweb seller as partial consideration for the Iponweb Acquisition. Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period. We account for forfeitures as they occur. 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 t |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 2. Business Combinations Brandcrush On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd. ("Brandcrush"). The purchase price for the acquisition of shares was $7.1 million. 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 has been completed and resulted in the recognition of intangible assets related to technology of $3.5 million and goodwill of $5.0 million. In addition, acquisition costs amounting to $0.7 million were fully expensed as incurred. Iponweb On August 1, 2022 (the "Acquisition Date"), the Company entered into an amended and restated Framework Purchase Agreement (the “FPA”), which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities (the “Iponweb Acquisition”). The purchase price, as per ASC 805, was $290.2 million for the Iponweb business, out of which $61.2 million represents the fair value of the contingent consideration. This contingent consideration is payable in cash to the Sellers in an amount up to $100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. See Note 13 for further details. The Company transferred Treasury shares with a fair value of $70.2 million to Iponweb's Sellers, subject to lock-up conditions. See Note 16 for further details. The transaction was accounted for as a business acquisition. The purchase price allocation has been completed and resulted in recognition of $187.6 million of goodwill . |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 3. Restructuring As part of our ongoing transformation, the Company incurred restructuring costs of $23.0 million for the year ended December 31,2023. The following table summarizes restructuring activities as of December 31, 2023 included in other current liabilities on the balance sheet: Salaries and other benefits Restructuring liability as of January 1, 2023 $ — Restructuring charge 22,963 Amounts paid (18,591) Restructuring liability as of December 31, 2023 $ 4,372 For the year ended December 31,2023 $3.5 million, was included in Research and Development expenses, $5.6 million, was included in General and Administrative expenses $13.9 million was included in Sales and Operations expenses. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment information | 4. Segment information Reportable segments The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. For the year ended December 31st, 2023, the Company reported its results of operations through the following three segments: Marketing Solutions, Retail Media and Iponweb. – Marketing Solutions: This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments. – Retail Media: This segment allows 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. – Iponweb: This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms. The Company's CODM allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue. The CODM does not review any other financial information for our three segments, other than Contribution ex-TAC. The following table shows revenue by reportable segment: Year Ended December 31, 2023 2022 2021 (in thousands) Marketing Solutions $ 1,617,973 $ 1,762,517 $ 2,007,239 Retail Media 209,007 202,317 246,996 Iponweb 122,465 52,169 — Total Revenue $ 1,949,445 $ 2,017,003 $ 2,254,235 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Year Ended December 31, 2023 2022 2021 (in thousands) Contribution ex-TAC Marketing Solutions $ 696,681 714,695 796,152 Retail Media 203,460 161,360 124,643 Iponweb 122,465 52,169 — $ 1,022,606 $ 928,224 $ 920,795 Other costs of sales (159,562) (133,024) (138,851) Gross profit $ 863,044 $ 795,200 $ 781,944 Operating expenses Research and development expenses (242,289) (187,596) (151,817) Sales and operations expenses (406,012) (377,996) (325,616) General and administrative expenses (137,525) (205,330) (152,634) Total Operating expenses (785,826) (770,922) (630,067) Income from operations $ 77,218 $ 24,278 $ 151,877 Financial and Other Income (Expense) (2,490) 17,783 1,939 Income before tax $ 74,728 $ 42,061 $ 153,816 The Company operates in the following three geographical markets: • Americas: North and South America; • 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 mainly on the location of advertisers’ campaigns. Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2023 2022 2021 (in thousands) Americas $ 887,247 $ 891,267 $ 916,825 of which United States 803,288 798,391 815,797 EMEA 672,610 706,861 844,312 of which France 100,277 111,368 151,611 of which Germany 200,145 196,373 217,965 Asia-Pacific 389,588 418,875 493,098 of which Japan 216,991 253,996 309,378 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. Americas EMEA Asia-Pacific Total (in thousands) December 31, 2022 $ 92,952 $ 193,007 $ 21,231 $ 307,190 December 31, 2023 $ 89,355 $ 202,969 $ 15,058 $ 307,382 |
Cash, Cash Equivalents, Marketa
Cash, Cash Equivalents, Marketable Securities and Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents, Marketable Securities and Restricted Cash | Fair value measurements As of December 31, 2023 As of December 31, 2022 Cash and Cash Equivalent Marketable Securities Cash and Cash Equivalent Marketable Securities (in thousands) (in thousands) Cash 285,518 $ — 282,293 $ — Level 2 Term deposits and notes 50,823 22,545 65,907 25,098 Total $ 336,341 $ 22,545 $ 348,200 $ 25,098 Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows. Marketable Securities The following table presents for each reporting period, the breakdown of marketable securities: December 31, 2023 December 31, 2022 (in thousands) Securities Available-for-sale Term Deposits $ — $ — Securities Held-to-maturity Term Deposits 22,545 $ 25,098 Total $ 22,545 $ 25,098 The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2023. For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and the maturity of the expected cash flows. The term deposit is considered a level 2 financial instruments as it is 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 December 31, 2023 (in thousands) Due in one year $ 5,970 $ — From one to five years $ 16,575 $ — Total $ 22,545 $ — Restricted Cash As part of the Iponweb Acquisition in August 2022, we had deposited $100.0 million of cash into an escrow account containing withdrawal conditions. The cash secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. We have paid the contingent consideration of $22.0 million for the 2022 fiscal year in t he quarter ended March 31, 2023. December 31, 2023 December 31, 2022 (in thousands) Restricted cash – current $ 75,000 $ 25,000 Restricted cash – non-current $ — $ 75,000 Total $ 75,000 $ 100,000 |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Trade Receivables | 6. Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2023 2022 (in thousands) Trade accounts receivables $ 818,937 $ 756,741 (Less) Allowance for doubtful accounts (43,348) (47,792) Net book value at end of period $ 775,589 $ 708,949 Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2023 2022 2021 (in thousands) Balance at beginning of period $ (47,792) $ (45,391) $ (39,899) Provision for doubtful accounts (15,709) (18,641) (14,433) Write-off, net of recoveries 21,027 19,370 7,485 Increase due to acquisition — (4,733) — Currency translation adjustment (874) 1,603 1,456 Balance at end of period $ (43,348) $ (47,792) $ (45,391) We write off accounts receivable balances once the receivables are no longer deemed collectible. During the twelve month period ended December 31, 2023, the Company recovered $1.4 million, previously reserved for, and accounted for this as a reversal of provision. 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 or impair Customer credit. As of December 31, 2023, and 2022, no customer accounted for 10% or more of our gross accounts receivables. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | The following table shows the breakdown in other current assets net book value for the presented periods: Year Ended December 31, 2023 2022 (in thousands) Prepayments to suppliers $ 7,499 $ 12,421 Other debtors 7,279 6,768 Prepaid expenses 32,858 24,549 Other current assets 655 8,128 Total $ 48,291 $ 51,866 Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property and equipment were as follows: Year Ended December 31, 2023 2022 (in thousands) Computer equipment 299,012 292,246 Furniture and fixtures 9,254 8,629 Construction in progress (1) 46,576 47,534 Leasehold improvements 17,738 12,968 Gross book value at end of period 372,580 361,377 Less: Accumulated depreciation (246,086) (230,170) Net book value at end of period $ 126,494 $ 131,207 (1) includes leasehold improvements projects which are not yet ready for the intended use. Depreciation expense for 2023 and 2022 was 51.4 million and 55.6 million, respectively. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Changes in net book value during the presented periods are summarized below: December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software $ 89,891 $ (68,474) $ 21,417 $ 63,218 $ (53,228) $ 9,990 Acquired technology 161,492 (89,819) 71,673 153,410 (62,492) 90,918 Acquired customer relationship 99,241 (76,079) 23,162 97,419 (66,003) 31,416 Internally developed software in progress 64,636 — 64,636 43,659 — 43,659 Total intangible assets, net 415,260 (234,372) 180,888 357,706 (181,723) 175,983 Amortization expense was 48.3 million and 33.4 million for the year ended December 31, 2023, and 2022, respectively. Software mainly consists of internally developed software. As of December 31, 2023, expected amortization expense for intangible assets for the next five years and thereafter is as follows: Software Technology and customer relationships Total 2024 22,472 35,768 58,240 2025 29,889 34,093 63,982 2026 22,920 16,495 39,415 2027 10,772 2,705 13,477 2028 — 2,098 2,098 Thereafter — 3,676 3,676 Total $ 86,053 $ 94,835 $ 180,888 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: Marketing Solutions Retail Media Iponweb Total (in thousands) Balance at January 1, 2022 $ 183,699 $ 146,000 $ — $ 329,699 Acquisitions — — 187,600 187,600 Disposal of goodwill — — — — Currency translation adjustment (2,919) (2,320) 3,080 (2,159) Impairment expense — — — — Balance at December 31, 2022 $ 180,780 $ 143,680 $ 190,680 $ 515,140 Acquisitions — 5,021 — 5,021 Disposal of goodwill (597) — — (597) Currency translation adjustment 1,185 978 2,470 4,633 Impairment expense — — — — Balance at December 31, 2023 $ 181,368 $ 149,679 $ 193,150 $ 524,197 On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Inc. ("Brandcrush"), resulting in a provisional goodwill amounting to $5.0 million, subject to post-closing purchase price adjustments. (See Note 2) In addition, on the basis of our impairment assessment as of December 31, 2023, no impairment has been detected. |
Financial Liabilities
Financial Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | We are party to a loan agreement and several RCFs with third-party financial institutions. Our loan and RCF agreements as of December 31, 2023 are presented in the table below: Nominal/ Authorized amounts Amount drawn as of December 31, 2023 (RCF only) Amount Outstanding as of December 31, 2023 Nature (in thousands) Interest rate Settlement date Bank Syndicate RCF - September 2022 € 407,000 € — € — Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 On September 27, 2022, we entered into a new Revolving Credit Facility ("RCF") with a five year tenor with a syndicate of banks which allows us to draw up to €407 million ($450 million). On November 17, 2023, we updated certain terms of our €407 million ($450 million) syndicated credit facility to a €407 million ($450 million) sustainability-linked credit facility, the framework for which was provided for in the initial credit facility agreement. Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement remains unchanged. 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 ($23.8 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2023, 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. At December 31, 2023, no amount is drawn under the RCF. This revolving credit facilities is unsecured and contain customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2023, we were in compliance with the required leverage ratio. The following table shows the maturity of our financial liabilities: Carrying value 2024 2025 2026 2027 2028 (in thousands) Other financial liabilities $ 920 $ 843 $ 77 $ — $ — $ — Financial derivatives $ 2,546 $ 2,546 $ — $ — $ — $ — Financial liabilities $ 3,466 $ 3,389 $ 77 $ — $ — $ — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | The components of lease expense are as follows: Three Months Ended December 31, December 31, Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 3,052 $ 6,193 $ 9,245 $ 2,157 $ 4,971 $ 7,128 Short term lease expense 147 — 147 169 3 172 Variable lease expense 309 — 309 3 91 94 Sublease income (229) — (229) (401) — (401) Total operating lease expense $ 3,279 $ 6,193 $ 9,472 $ 1,928 $ 5,065 $ 6,993 Twelve Months Ended December 31, December 31, Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 13,600 $ 23,037 $ 36,637 $ 13,271 $ 20,013 $ 33,284 Short term lease expense 636 42 678 673 8 681 Variable lease expense 802 75 877 185 273 458 Sublease income (921) — (921) (883) — (883) Total operating lease expense $ 14,117 $ 23,154 $ 37,271 $ 13,246 $ 20,294 $ 33,540 As of December 31, 2023, we had future minimum lease payments as follows: December 31, Offices Data Centers Total (in thousands) 2024 $ 13,875 $ 23,246 $ 37,121 2025 13,677 10,699 24,376 2026 10,611 9,300 19,911 2027 8,994 7,416 16,410 2028 8,391 3,882 12,273 Thereafter 12,701 358 13,059 Total minimum lease payments 68,249 54,901 123,150 Impact of Discount Rate (1,885) (2,817) (4,702) Total Lease Liability $ 66,364 $ 52,084 $ 118,448 The weighted average remaining lease term and discount rates as of December 31, 2023 and 2022 are as follows: December 31, December 31, Weighted average remaining lease term (years) Offices 5.64 6.27 Data Centers 3.26 2.93 Weighted average discount rate Offices 1.14 % 0.96 % Data Centers 3.18 % 1.54 % Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities : Cash flow for operating activities $ (38,059) $ (34,964) Right of use assets obtained in exchange for new operating lease liabilities $ 28,696 $ 22,728 As of December 31, 2023, 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 $ 1,258 $ 9,050 Additional right of use assets $ 1,258 $ 9,050 These operating leases will commence during the fiscal year ending December 31, 2024. |
Other Current Liabilities and N
Other Current Liabilities and Non Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities and Non Current Liabilities | Other current liabilities are presented in the following table: Year Ended December 31, 2023 2022 (in thousands) Customer prepayments $ 25,914 $ 16,334 Rebates 23,315 17,671 Accounts payable relating to capital expenditures 3,346 25,414 Other creditors 2,319 2,388 Deferred revenue 10 10 Earn out liability - current $ 49,648 $ 21,640 Total $ 104,552 $ 83,457 Other non-current liabilities are presented in the following table: Year Ended December 31, 2023 2022 (in thousands) Earn out liability – non-current $ — $ 44,696 Uncertain tax positions 16,785 17,980 Other 2,297 6,550 Total $ 19,082 $ 69,226 Earn out liability As part of the Iponweb Acquisition (refer to Note 2), the Sellers are entitled to contingent consideration of a maximum of $100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. The related earn out liability is valued and discounted using management's best estimate of the consideration that will be paid in 2024 (current portion). |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Defined Benefit Plans According to 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, 2023 2022 2021 (in thousands) Projected benefit obligation present value - beginning of period $ 3,708 $ 5,531 $ 6,167 Service cost 707 1,756 1,324 Interest cost 161 73 51 Curtailment (306) — — Actuarial losses (gains) (290) (3,311) (1,543) Currency translation adjustment 143 (341) (468) Projected benefit obligation present value - end of period $ 4,123 $ 3,708 $ 5,531 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, 2023 2022 2021 Discount rate (Corp AA) 3.90% 4.3% 1.4% Expected rate of salary increase 7.0% 5.0% 5.0% Expected rate of social charges 48.0% 48.0% 49.0% - 50.0% Expected staff turnover Company age-based table 0.0% - 17.8% 0.0% - 17.8% 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 U.S., for 401k plans, and the United Kingdom. Year Ended December 31, 2023 2022 2021 (in thousands) Defined contributions plans included in personnel expenses $ (18,342) $ (17,111) $ (16,165) |
Common shares and Treasury stoc
Common shares and Treasury stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common shares and Treasury stock | Change in Number of Shares Number of ordinary shares Balance at January 1, 2022 60,675,474 of which Common shares 65,883,347 of which Treasury stock (5,207,873) Issuance of shares under share option and free share plans (1) (2,634,619) Treasury Shares Issued for RSU Vesting 1,625,742 Treasury Shares Retired (2) 2,732,386 Share repurchase program (5,135,359) Balance at December 31, 2022 57,263,624 of which Common shares 63,248,728 of which Treasury stock (5,985,104) Issuance of shares under share option and free share plans (3) (2,083,065) Treasury Shares Issued for RSU Vesting 1,679,674 Treasury Shares Issued for LUS Vesting 1,006,482 Treasury Shares Retired (4) 2,185,000 Share repurchase program (4,286,624) Balance at December 31, 2023 55,765,091 of which Common shares 61,165,663 of which Treasury stock (5,400,572) (1) (2) Adopted by the Board of Directors on July 28, 2022 and December 7, 2022 (3) (4) Adopted by the Board of Directors on December 7, 2023 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Equity awards Compensation Expense Equity awards compensation expense recorded in the consolidated statements of operations was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Research and Development (54,794) (36,514) (16,334) Sales and Operations (20,011) (14,200) (12,623) General and Administrative (22,380) (14,320) (15,571) Total equity awards compensation expense (97,185) (65,034) (44,528) Tax benefit from equity awards compensation expense 7,864 5,423 4,858 The breakdown of the equity award compensation expense by instrument type was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Share options (90) (97) (986) Lock-up shares (33,224) (18,049) — Restricted stock units / Performance stock units (61,949) (45,025) (41,747) Non-employee warrants (1,922) (1,863) (1,795) Total equity awards compensation expense (97,185) (65,034) (44,528) Tax benefit from equity awards compensation expense 7,864 5,423 4,858 A detailed description of each instrument type is provided below. Share Options Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant. 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. Options Outstanding Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding - December 31, 2022 372,329 Options granted — Options exercised (43,617) Options canceled (5,933) Options expired (3,541) Outstanding - December 31, 2023 319,238 € 20.74 4.18 € 4.65 Vested and exercisable - December 31, 2023 319,238 The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the year ending December 31, 2023 and December 31, 2022. As of December 31, 2023, there is no unrecognized stock-based compensation expense related to unvested stock options. Lock up shares On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. As these shares are subject to a lock-up period that expires in three three Shares Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 2,960,243 Granted — Vested (1,006,482) Forfeited — Outstanding as of December 31, 2023 1,953,761 $ 23.94 At December 31, 2023, the Company had unrecognized stock-based compensation relating to lock-up shares of approximately $17.4 million, which is expected to be recognized over a period from January 2024 to August 1, 2025. Restricted Stock Units / Performance Stock Units Restricted stock awards generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. 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. Shares (RSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 5,349,955 Granted 1,894,491 Vested (1,476,005) Forfeited (475,178) Outstanding as of December 31, 2023 5,293,263 € 26.67 At December 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $74.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. Shares (PSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 522,467 Granted 356,402 Vested (204,218) Forfeited (14,256) Outstanding as of December 31, 2023 660,395 € 28.27 At December 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $9.5 million, which is expected to be recognized over a weighted-average period of 3.0 years . Non-employee warrants Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date. Shares Weighted-Average Grant date Fair Value Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding - December 31, 2022 302,775 Granted — Exercised (58,318) Cancelled — Expired — Outstanding - December 31, 2023 244,457 € 17.65 4.48 € 9.79 Vested and exercisable - December 31, 2023 244,457 The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise. No new stock non-employee warrants were granted in the year ending December 31, 2023 and December 31, 2022. As of December 31, 2023, the instruments were fully vested. |
Financial and Other Income (Exp
Financial and Other Income (Expense) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Financial and Other Income (Expense) | 17. Financial and Other Income (Expense) The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Financial income from cash equivalents $ 4,678 $ 1,932 $ 634 Interest and fees (2,244) (2,025) (2,271) Foreign exchange income (loss) (7,553) 19,659 (1,776) Discounting impact (5,289) (4,700) — Interest income (expense) on provision for R&C (258) 2,258 — Other financial income (expense) (161) 730 2,369 Other income (expense) $ 8,337 $ (71) $ 2,983 Total financial and other income (expense) $ (2,490) $ 17,783 $ 1,939 The $(2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to market , the accretion of earn-out liability related to Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility (RCF). At December 31, 2023, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 18. 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, 2023 2022 2021 (in thousands) Current income tax expense (benefit) $ 43,672 $ 27,584 $ 34,811 France 3,755 5,665 16,549 International 39,917 21,919 18,262 Deferred tax expense (benefit) (23,588) 3,602 (18,642) France 634 5,868 (9,574) International (24,222) (2,266) (9,068) Provision for income tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 Income before taxes included income (loss) from France of $38.3 million, $(4.2) million and $109.9 million for the periods ended 2023, 2022 and 2021 respectively. Income (loss) before taxes from countries outside of France totaled $36.4 million, $46.2 million and $46.9 million for the periods ended December 31, 2023, 2022 and 2021, 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 25.8% (excluding additional contributions): Year Ended December 31, 2023 2022 2021 (in thousands) Income before taxes $ 74,728 $ 42,061 $ 153,816 Theoretical group tax-rates 25.8 % 25.8 % 28.4 % Nominal tax expense (benefit) 19,295 10,860 43,684 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) (2,376) (2,901) (4,830) Shared-based Compensation 8,764 2,895 (1,429) BEAT tax — — 6,560 Non-tax deductible provision from loss contingency on regulatory matters (see Note 20) (5,546) 16,971 — Nondeductible Expenses 5,274 6,178 6,476 Non recognition of deferred tax assets 878 3,190 1,666 Utilization or recognition of previously unrecognized tax losses (1,760) (1,338) (10,357) French CVAE (1) 1,593 1,635 2,170 Income eligible to reduced taxation rate (2) (4,341) (6,766) (25,655) Change in Uncertain Tax Positions (880) 412 — Effect of different tax rates (922) 201 395 Other differences 105 (151) (2,511) Effective tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 Effective tax rate 26.9 % 74.1 % 10.5 % 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) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France (2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income 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, 2021 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2022 Net deferred tax assets : Net operating loss carryforwards $33,528 $(10,285) $— $— $— $(1,793) $21,450 Shared-based Compensation 6,285 (469) — — — (11) 5,805 Bad debt allowance 5,545 (291) — — — (62) 5,192 Personnel-related accruals 8,781 (225) — 7 — (144) 8,419 Other accruals 5,720 (1,455) — — — (287) 3,978 Projected benefit obligation 1,429 472 (855) — — (88) 958 Financial instruments (15) (726) — — — (8) (749) Tax Credits 17,031 (11,242) — — — — 5,789 Other 3,944 (607) — 7 85 (293) 3,136 Net deferred tax liabilities: Intangibles (1) (14,972) 17,996 — 1,550 653 117 5,344 Gross Deferred Income Taxes 67,276 (6,832) (855) 1,564 738 (2,569) 59,322 Valuation allowance (34,994) 3,230 513 (955) (653) 1,720 (31,139) Net Deferred Income Taxes 32,282 (3,602) (342) 609 85 (849) 28,183 (in thousands) Year ended December 31, 2022 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2023 Net deferred tax assets : Net operating loss carryforwards $21,450 $(3,420) $— $— $(1,038) $742 $17,734 Shared-based Compensation 5,805 352 — — — (90) 6,067 Bad debt allowance 5,192 2,079 — — 62 56 7,389 Personnel-related accruals 8,419 1,512 — — — 27 9,958 Other accruals 3,978 (476) — — — (156) 3,346 Projected benefit obligation 958 146 (75) — — 36 1,065 Intangibles (1) 5,344 19,004 — — (62) 54 24,340 Tax Credits 5,789 (1) — — — — 5,788 Financial instruments (749) 1,323 — — 159 4 737 Other 3,136 1,846 — — (198) 183 4,967 Gross Deferred Income Taxes 59,322 22,365 (75) — (1,077) 856 81,391 Valuation allowance (31,139) 1,223 45 — 1,077 (1,000) (29,794) Net Deferred Income Taxes 28,183 23,588 (30) — — (144) 51,597 (1) Includes Section 174 expense capitalization Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As of December 31, 2023, 2022 and 2021, the valuation allowance against net deferred income taxes amounted to $29.8 million, $31.1 million and $35.0 million, which related mainly to Criteo Corp. ($5.7 million, $5.7 million and $5.7 million, respectively), Criteo Brazil ($2.7 million, $3.3 million and $2.7 million, respectively), Criteo Ltd ($10.7 million, $8.1 million and $7.6 million, respectively), Criteo Singapore ($1.2 million, $1.5 million and $4.2 million), Criteo Pty ($2.9 million, $2.6 million and $2.7 million) and Criteo France ($5.0 million, $6.5 million and $6.2 million, respectively). The Company mainly has net operating loss carryforwards in the U.S. for $34.5 million in various states, which begin to expire in 2031 and net operating loss carryforwards in the United Kingdom for $37.7 million which have no expiration date. The company has $5.7 million of state R&D tax credits which can be carry-forward indefinitely. Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. As of December 31, 2023, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. 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. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2023 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Beginning balance of unrecognized tax benefits $ 13,315 $ — $ — Increases (Decreases) related to current year tax positions $ (1,086) 13,315 — Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 12,229 13,315 — Interest and penalties associated with unrecognized tax benefits $ 4,556 4,665 — Ending balance of unrecognized tax benefits (including interest and penalties) $ 16,785 17,980 — The total amount of gross unrecognized tax benefits, including related interest and penalties, was $16.8 million as of December 31, 2023. All of the unrecognized tax benefits are considered non-current. Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. Pillar Two |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
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, 2023 2022 2021 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 53,259 $ 8,952 $ 134,456 Weighted average number of shares outstanding (note 15) 56,170,658 60,004,707 60,717,446 Basic earnings per share $ 0.95 $ 0.15 $ 2.21 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 15). There were no other potentially dilutive instruments outstanding as of December 31, 2023, 2022 and 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, 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, 2023 2022 2021 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 53,259 $ 8,952 $ 134,456 Weighted average number of shares outstanding of Criteo S.A. 56,170,658 60,004,707 60,717,446 Dilutive effect of : Restricted share awards 3,905,076 2,554,516 3,061,807 Share options and BSPCE 104,294 117,934 341,971 Share warrants 51,599 83,040 110,413 Weighted average number of shares outstanding used to determine diluted earnings per share 60,231,627 62,760,197 64,231,637 Diluted earnings per share $ 0.88 $ 0.14 $ 2.09 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, 2023 2022 2021 Restricted share awards 348,675 172,758 312,413 Share options and BSPCE — — — Share warrants — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 348,675 172,758 312,413 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 20. Commitments and contingencies Contractual Commitments We have $65.0 million of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to software licenses, maintenance and bandwidth for our servers. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions): (in thousands) 2024 53,623 2025 8,286 2026 3,097 Total $ 65,006 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. The amount of the provisions represents management’s latest estimate of the expected impact. Legal and Regulatory Matters Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of €60.0 million ($65.0 million) to €40.0 million ($43.3 million). Criteo made the required sanction payment in the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the Conseil d’Etat . The €40.0 million ($43.3 million) penalty was applied against the previously accrued liability for loss contingency reflected in our financial statements for the period ended June 30, 2022, which amounted to €60.0 million ($65.0 million). Criteo issued the required sanction payment during the third quarter of 2023. We are party to a claim (Doe v.GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California), alleging violations of various state and federal laws. We intend to vigorously defend our position, but we are unable to predict the potential outcome. Non income tax risks |
Breakdown of Revenue and Non-Cu
Breakdown of Revenue and Non-Current Assets by Geographical Areas | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Breakdown of Revenue and Non-Current Assets by Geographical Areas | 4. Segment information Reportable segments The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. For the year ended December 31st, 2023, the Company reported its results of operations through the following three segments: Marketing Solutions, Retail Media and Iponweb. – Marketing Solutions: This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments. – Retail Media: This segment allows 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. – Iponweb: This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms. The Company's CODM allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue. The CODM does not review any other financial information for our three segments, other than Contribution ex-TAC. The following table shows revenue by reportable segment: Year Ended December 31, 2023 2022 2021 (in thousands) Marketing Solutions $ 1,617,973 $ 1,762,517 $ 2,007,239 Retail Media 209,007 202,317 246,996 Iponweb 122,465 52,169 — Total Revenue $ 1,949,445 $ 2,017,003 $ 2,254,235 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Year Ended December 31, 2023 2022 2021 (in thousands) Contribution ex-TAC Marketing Solutions $ 696,681 714,695 796,152 Retail Media 203,460 161,360 124,643 Iponweb 122,465 52,169 — $ 1,022,606 $ 928,224 $ 920,795 Other costs of sales (159,562) (133,024) (138,851) Gross profit $ 863,044 $ 795,200 $ 781,944 Operating expenses Research and development expenses (242,289) (187,596) (151,817) Sales and operations expenses (406,012) (377,996) (325,616) General and administrative expenses (137,525) (205,330) (152,634) Total Operating expenses (785,826) (770,922) (630,067) Income from operations $ 77,218 $ 24,278 $ 151,877 Financial and Other Income (Expense) (2,490) 17,783 1,939 Income before tax $ 74,728 $ 42,061 $ 153,816 The Company operates in the following three geographical markets: • Americas: North and South America; • 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 mainly on the location of advertisers’ campaigns. Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2023 2022 2021 (in thousands) Americas $ 887,247 $ 891,267 $ 916,825 of which United States 803,288 798,391 815,797 EMEA 672,610 706,861 844,312 of which France 100,277 111,368 151,611 of which Germany 200,145 196,373 217,965 Asia-Pacific 389,588 418,875 493,098 of which Japan 216,991 253,996 309,378 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. Americas EMEA Asia-Pacific Total (in thousands) December 31, 2022 $ 92,952 $ 193,007 $ 21,231 $ 307,190 December 31, 2023 $ 89,355 $ 202,969 $ 15,058 $ 307,382 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer receives disaggregated information for Iponweb. As such, we will update our segment financial reporting structure in line with how our CEO assesses performance and allocates resources. We will have two segments: Retail Media and Performance Media. Performance Media combines our former Marketing Solutions and Iponweb segments. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income attributable to shareholders of Criteo S.A. | $ 53,259 | $ 8,952 | $ 134,456 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Principles and Accounting Met_2
Principles and Accounting Methods (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Preparation |
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. 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. 2023 2022 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A France 100% 100% 100% 100% Parent company French subsidiaries Criteo France SAS France 100% 100% 100% 100% Fully consolidated Criteo Technology France 100% 100% 100% 100% Fully consolidated Condigolabs SAS (2) France —% —% 40% 40% Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100% 100% 100% 100% Fully consolidated Criteo Corp. United States 100% 100% 100% 100% Fully consolidated Madyourself Technologies, Inc. (1) United States —% —% 100% 100% Fully consolidated Doobe In Site Ltd. Israel 100% 100% 100% 100% Fully consolidated Criteo GmbH Germany 100% 100% 100% 100% Fully consolidated Criteo Nordics AB Sweden 100% 100% 100% 100% Fully consolidated Criteo Korea Ltd. Korea 100% 100% 100% 100% Fully consolidated Criteo KK Japan 66% 66% 66% 66% Fully consolidated Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil 100% 100% 100% 100% Fully consolidated Criteo BV The Netherlands 100% 100% 100% 100% Fully consolidated Criteo Australia Pty Ltd Australia 100% 100% 100% 100% Fully consolidated Criteo Srl Italy 100% 100% 100% 100% Fully consolidated Criteo Advertising (Beijing) Co. Ltd China 100% 100% 100% 100% Fully consolidated Brandcrush Pty Ltd Australia 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 MM S.L. Spain 100% 100% 100% 100% Fully consolidated Criteo España S.L. Spain 100% 100% 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 Limited India 100% 100% 100% 100% Fully consolidated Gemini HoldCo, LLC (1) United States —% —% 100% 100% Fully consolidated Bidswitch GmbH Switzerland 100% 100% 100% 100% Fully consolidated Bidswitch Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb GmbH Switzerland 100% 100% 100% 100% Fully consolidated Iponweb GmbH Deutschland 100% 100% 100% 100% Fully consolidated Iponweb Limited United Kingdom 100% 100% 100% 100% Fully consolidated Iponweb Labs Limited Cyprus 100% 100% 100% 100% Fully consolidated Iponweb Inc. (1) United States —% —% 100% 100% Fully consolidated The MediaGrid Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb Labs LLC Armenia 100% 100% 100% 100% Fully consolidated (1) Merged with Criteo Corp. (2) Disposal of investment |
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. |
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 technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between three Intangible assets 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, generally estimated at three years. Cloud computing arrangements (“CCAs”), such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs. If a CCA includes a software license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses. If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain implementation costs for its CCAs that are service contracts, which are included in other current assets. The Company amortizes capitalized implementation costs in a CCA over the life of the service contract. |
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. Management determines the appropriate useful life of property, plant and equipment when those assets are initially recognized and it is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life. The estimated useful lives of property and equipment are described below: Servers....................................................................................................................................................... 5 years Furniture and IT equipments............................................................................................................... 3 to 5 years |
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 three single reporting units and has selected December 31 as the date to perform its annual impairment test. Goodwill has been allocated to these three segments using a relative fair value allocation approach. In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill . If these estimates or their related assumptions change in the future, the Company may be required to record impairment on these assets. If the net book value exceeds its implied fair value, then the Company would be required to recognize an impairment loss in the Consolidated Statement of Income. 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 three |
Impairment of Long-Lived Assets | 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 We lease space under non-cancellable operating leases for our offices and data centers. Our office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately. Our leases typically contain options to renew, and/or early terminate the lease. Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date. |
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. The Company carries the accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers. We apply 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 that an entity does not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. |
Derivative financial instruments | Derivative financial instruments We buy and sell derivative financial instruments 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. Generally, our derivatives are not designated as hedging instruments and mainly consist of forward buying 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. We report the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This results in the cash flows from derivative instruments to be classified in the same category as the underlying cash flows. Derivatives are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. |
Fair value measurements | Fair value measurements |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities Cash includes cash on deposit with banks and highly liquid investments such as 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. Highly liquid term deposits therefore meet the definition of cash equivalents. We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity. Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity. |
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, 2023 an individual customer accounted for 10% or more of accounts receivable. As of December 31, 2022, no individual customer accounted for more than 10% of accounts receivable. During the years ended December 31, 2023, 2022 and 2021, no individual 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. |
Contingencies | Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. |
Revenue Recognition and Cost of Revenue | Revenue Recognition We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. We also provide technology to retailers and other companies in the ad tech space which enables them to monetize on their advertising properties, or connect them to other players in the ad-tech industry. Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; • Recognition of revenue when, or as, we satisfy a performance obligations. We have multiple pricing models which include percentage of spend models, as well as cost-per-click, and cost-per-impression pricing models. Cost-per-click and cost-per-impression pricing models We recognize revenues when we transfer control of promised services directly to 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, 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 , as we consider the delivery of clicks our performance obligation. For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed as we consider the display of advertisements our performance obligation. Percentage of spend models Criteo's Platform enables the buying and selling of retail media with an end-to-end, self-service platform geared toward our brand, agency and retailer customers and is priced using a percentage of spend model. We generate revenues when we provide a platform for the purchase and sale of retail media digital advertising inventory. The platform connects sellers and buyers of retail media inventory, in an online marketplace. Retailers provide advertising inventory to the platform and brands and agencies bid on the retailers digital advertising inventory. Winning bids can create advertising, or paid impressions, which retailers display to their website visitors. The total volume of spending between buyers and sellers on the Company's platform is referred to as working media spend. We charge both the brands and agencies and retailers a contractual fee, based on a percentage of working media spend, for the use of our platform. We recognize revenue when an ad is displayed or clicked on. Criteo's solutions offer an online trading platform through which supply partners can submit bid requests for media that they wish to sell, and demand partners can submit bids for media that they wish to buy through the operations of a dynamic, real-time exchange whereby media is sold to demand partners whose bids are selected by supply partners. We generate revenues by charging demand or supply a percentage of total media spend traded through our solutions. We recognize revenue when an ad is displayed or clicked on. Agent vs Principal When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising inventory, we assess whether we act as principal or agent in the arrangement. The assessment is based on the degree we control the specified services at any time before they are transferred to the customer. The determination of whether we are acting as principal or agent requires judgment. We act primarily as principal in our Marketing Solutions segment because (i) we control the advertising inventory before it is transferred to our clients; (ii) we bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these and other factors, we have determined that we act primarily as principal for our Criteo Marketing Solutions engagements and accordingly report the revenue earned and related costs incurred on a gross basis. We act primarily as agent in our Retail Media segment. For the arrangements related to transactions using our legacy Retail Media solutions, we consider that we act as principal, as we exercise significant control over the client’s advertising campaign. For arrangements related to transactions using our Platform, a self-service solution providing transparency, measurement and control to our brand, agency 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, we report the revenue earned and related costs incurred by the Platform solution on a net basis. We act as agent in Iponweb segment as 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 fee based on a percentage of the digital advertising inventory traded through our solutions. Therefore, we report the revenue earned and related costs incurred by the Iponweb solutions on a net basis. Rebates and Incentives Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives may represent payments to a customer directly related to entering into an agreement, which are capitalized and amortized over the life of the agreement on a straight-line basis. Variable rebates and incentives are calculated based on expected amount to be provided to customers and they are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements. 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. Cost of Revenue Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, primarily for the Marketing Solutions segment. 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. For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.D -Trend Information below. Other Cost of Revenue . Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment, the cost of data purchased from third parties and digital taxes. 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. Advertising and Promotional Expenses |
Share-Based Compensation | Share-Based Compensation |
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. As of December 31, 2023, we have offset $9.5 million of CIR tax credits against “research and development expenses” in our Consolidated Statements of Income. |
Uncertain Tax Positions | Uncertain Tax Positions We record uncertain tax positions on the basis of a two-step process in which determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax authority. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. |
Operating Segments | Operating Segments We report our financial results based on three reportable segments: Marketing Solutions, Retail Media and Iponweb. 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 Operating Decision Maker ("CODM") in deciding how to allocate resources and assessing performance. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is 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. When the statement of income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all potential shares of common stock outstanding would be anti-dilutive |
Accounting Pronouncements Adopted in 2023 and Recent Accounting Pronouncements | Accounting Pronouncements adopted in 2023 No standards were adapted in 2023 which had a material impact on the Company's financial statements. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. This accounting standard is effective in the first quarter of the Company's fiscal year ended December 31, 2025. We are currently evaluating the impact of adoption on our financial disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures. The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the CODM. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adoption on our financial disclosures. 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, 2023 | |
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. 2023 2022 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A France 100% 100% 100% 100% Parent company French subsidiaries Criteo France SAS France 100% 100% 100% 100% Fully consolidated Criteo Technology France 100% 100% 100% 100% Fully consolidated Condigolabs SAS (2) France —% —% 40% 40% Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100% 100% 100% 100% Fully consolidated Criteo Corp. United States 100% 100% 100% 100% Fully consolidated Madyourself Technologies, Inc. (1) United States —% —% 100% 100% Fully consolidated Doobe In Site Ltd. Israel 100% 100% 100% 100% Fully consolidated Criteo GmbH Germany 100% 100% 100% 100% Fully consolidated Criteo Nordics AB Sweden 100% 100% 100% 100% Fully consolidated Criteo Korea Ltd. Korea 100% 100% 100% 100% Fully consolidated Criteo KK Japan 66% 66% 66% 66% Fully consolidated Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil 100% 100% 100% 100% Fully consolidated Criteo BV The Netherlands 100% 100% 100% 100% Fully consolidated Criteo Australia Pty Ltd Australia 100% 100% 100% 100% Fully consolidated Criteo Srl Italy 100% 100% 100% 100% Fully consolidated Criteo Advertising (Beijing) Co. Ltd China 100% 100% 100% 100% Fully consolidated Brandcrush Pty Ltd Australia 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 MM S.L. Spain 100% 100% 100% 100% Fully consolidated Criteo España S.L. Spain 100% 100% 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 Limited India 100% 100% 100% 100% Fully consolidated Gemini HoldCo, LLC (1) United States —% —% 100% 100% Fully consolidated Bidswitch GmbH Switzerland 100% 100% 100% 100% Fully consolidated Bidswitch Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb GmbH Switzerland 100% 100% 100% 100% Fully consolidated Iponweb GmbH Deutschland 100% 100% 100% 100% Fully consolidated Iponweb Limited United Kingdom 100% 100% 100% 100% Fully consolidated Iponweb Labs Limited Cyprus 100% 100% 100% 100% Fully consolidated Iponweb Inc. (1) United States —% —% 100% 100% Fully consolidated The MediaGrid Inc. United States 100% 100% 100% 100% Fully consolidated Iponweb Labs LLC Armenia 100% 100% 100% 100% Fully consolidated (1) Merged with Criteo Corp. (2) Disposal of investment |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring activities included in other current liabilities | The following table summarizes restructuring activities as of December 31, 2023 included in other current liabilities on the balance sheet: Salaries and other benefits Restructuring liability as of January 1, 2023 $ — Restructuring charge 22,963 Amounts paid (18,591) Restructuring liability as of December 31, 2023 $ 4,372 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table shows revenue by reportable segment: Year Ended December 31, 2023 2022 2021 (in thousands) Marketing Solutions $ 1,617,973 $ 1,762,517 $ 2,007,239 Retail Media 209,007 202,317 246,996 Iponweb 122,465 52,169 — Total Revenue $ 1,949,445 $ 2,017,003 $ 2,254,235 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Year Ended December 31, 2023 2022 2021 (in thousands) Contribution ex-TAC Marketing Solutions $ 696,681 714,695 796,152 Retail Media 203,460 161,360 124,643 Iponweb 122,465 52,169 — $ 1,022,606 $ 928,224 $ 920,795 Other costs of sales (159,562) (133,024) (138,851) Gross profit $ 863,044 $ 795,200 $ 781,944 Operating expenses Research and development expenses (242,289) (187,596) (151,817) Sales and operations expenses (406,012) (377,996) (325,616) General and administrative expenses (137,525) (205,330) (152,634) Total Operating expenses (785,826) (770,922) (630,067) Income from operations $ 77,218 $ 24,278 $ 151,877 Financial and Other Income (Expense) (2,490) 17,783 1,939 Income before tax $ 74,728 $ 42,061 $ 153,816 |
Cash, Cash Equivalents, Marke_2
Cash, Cash Equivalents, Marketable Securities and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | As of December 31, 2023 As of December 31, 2022 Cash and Cash Equivalent Marketable Securities Cash and Cash Equivalent Marketable Securities (in thousands) (in thousands) Cash 285,518 $ — 282,293 $ — Level 2 Term deposits and notes 50,823 22,545 65,907 25,098 Total $ 336,341 $ 22,545 $ 348,200 $ 25,098 |
Schedule of Financial Assets | The following table presents for each reporting period, the breakdown of marketable securities: December 31, 2023 December 31, 2022 (in thousands) Securities Available-for-sale Term Deposits $ — $ — Securities Held-to-maturity Term Deposits 22,545 $ 25,098 Total $ 22,545 $ 25,098 |
Debt Securities, Available-for-sale | The following table classifies our marketable securities by contractual maturities: Held-to-maturity Available-for-sale December 31, 2023 (in thousands) Due in one year $ 5,970 $ — From one to five years $ 16,575 $ — Total $ 22,545 $ — |
Restrictions on Cash and Cash Equivalents | December 31, 2023 December 31, 2022 (in thousands) Restricted cash – current $ 75,000 $ 25,000 Restricted cash – non-current $ — $ 75,000 Total $ 75,000 $ 100,000 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2023 2022 (in thousands) Trade accounts receivables $ 818,937 $ 756,741 (Less) Allowance for doubtful accounts (43,348) (47,792) Net book value at end of period $ 775,589 $ 708,949 |
Accounts Receivable, Allowance for Credit Loss | Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2023 2022 2021 (in thousands) Balance at beginning of period $ (47,792) $ (45,391) $ (39,899) Provision for doubtful accounts (15,709) (18,641) (14,433) Write-off, net of recoveries 21,027 19,370 7,485 Increase due to acquisition — (4,733) — Currency translation adjustment (874) 1,603 1,456 Balance at end of period $ (43,348) $ (47,792) $ (45,391) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Prepayments to suppliers $ 7,499 $ 12,421 Other debtors 7,279 6,768 Prepaid expenses 32,858 24,549 Other current assets 655 8,128 Total $ 48,291 $ 51,866 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property and equipment were as follows: Year Ended December 31, 2023 2022 (in thousands) Computer equipment 299,012 292,246 Furniture and fixtures 9,254 8,629 Construction in progress (1) 46,576 47,534 Leasehold improvements 17,738 12,968 Gross book value at end of period 372,580 361,377 Less: Accumulated depreciation (246,086) (230,170) Net book value at end of period $ 126,494 $ 131,207 (1) |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Changes in net book value during the presented periods are summarized below: December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software $ 89,891 $ (68,474) $ 21,417 $ 63,218 $ (53,228) $ 9,990 Acquired technology 161,492 (89,819) 71,673 153,410 (62,492) 90,918 Acquired customer relationship 99,241 (76,079) 23,162 97,419 (66,003) 31,416 Internally developed software in progress 64,636 — 64,636 43,659 — 43,659 Total intangible assets, net 415,260 (234,372) 180,888 357,706 (181,723) 175,983 |
Schedule of Future Amortization Expense | As of December 31, 2023, expected amortization expense for intangible assets for the next five years and thereafter is as follows: Software Technology and customer relationships Total 2024 22,472 35,768 58,240 2025 29,889 34,093 63,982 2026 22,920 16,495 39,415 2027 10,772 2,705 13,477 2028 — 2,098 2,098 Thereafter — 3,676 3,676 Total $ 86,053 $ 94,835 $ 180,888 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: Marketing Solutions Retail Media Iponweb Total (in thousands) Balance at January 1, 2022 $ 183,699 $ 146,000 $ — $ 329,699 Acquisitions — — 187,600 187,600 Disposal of goodwill — — — — Currency translation adjustment (2,919) (2,320) 3,080 (2,159) Impairment expense — — — — Balance at December 31, 2022 $ 180,780 $ 143,680 $ 190,680 $ 515,140 Acquisitions — 5,021 — 5,021 Disposal of goodwill (597) — — (597) Currency translation adjustment 1,185 978 2,470 4,633 Impairment expense — — — — Balance at December 31, 2023 $ 181,368 $ 149,679 $ 193,150 $ 524,197 On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Inc. ("Brandcrush"), resulting in a provisional goodwill amounting to $5.0 million, subject to post-closing purchase price adjustments. (See Note 2) In addition, on the basis of our impairment assessment as of December 31, 2023, no impairment has been detected. |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our loan and RCF agreements as of December 31, 2023 are presented in the table below: Nominal/ Authorized amounts Amount drawn as of December 31, 2023 (RCF only) Amount Outstanding as of December 31, 2023 Nature (in thousands) Interest rate Settlement date Bank Syndicate RCF - September 2022 € 407,000 € — € — Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 |
Schedule of Maturities of Long-term Debt | The following table shows the maturity of our financial liabilities: Carrying value 2024 2025 2026 2027 2028 (in thousands) Other financial liabilities $ 920 $ 843 $ 77 $ — $ — $ — Financial derivatives $ 2,546 $ 2,546 $ — $ — $ — $ — Financial liabilities $ 3,466 $ 3,389 $ 77 $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Leases | The components of lease expense are as follows: Three Months Ended December 31, December 31, Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 3,052 $ 6,193 $ 9,245 $ 2,157 $ 4,971 $ 7,128 Short term lease expense 147 — 147 169 3 172 Variable lease expense 309 — 309 3 91 94 Sublease income (229) — (229) (401) — (401) Total operating lease expense $ 3,279 $ 6,193 $ 9,472 $ 1,928 $ 5,065 $ 6,993 Twelve Months Ended December 31, December 31, Offices Data Centers Total Offices Data Centers Total (in thousands) Lease expense $ 13,600 $ 23,037 $ 36,637 $ 13,271 $ 20,013 $ 33,284 Short term lease expense 636 42 678 673 8 681 Variable lease expense 802 75 877 185 273 458 Sublease income (921) — (921) (883) — (883) Total operating lease expense $ 14,117 $ 23,154 $ 37,271 $ 13,246 $ 20,294 $ 33,540 |
Schedule of Future Minimum Lease Payments | As of December 31, 2023, we had future minimum lease payments as follows: December 31, Offices Data Centers Total (in thousands) 2024 $ 13,875 $ 23,246 $ 37,121 2025 13,677 10,699 24,376 2026 10,611 9,300 19,911 2027 8,994 7,416 16,410 2028 8,391 3,882 12,273 Thereafter 12,701 358 13,059 Total minimum lease payments 68,249 54,901 123,150 Impact of Discount Rate (1,885) (2,817) (4,702) Total Lease Liability $ 66,364 $ 52,084 $ 118,448 |
Weighted Average Remaining Lease Term And Discount Rates | The weighted average remaining lease term and discount rates as of December 31, 2023 and 2022 are as follows: December 31, December 31, Weighted average remaining lease term (years) Offices 5.64 6.27 Data Centers 3.26 2.93 Weighted average discount rate Offices 1.14 % 0.96 % Data Centers 3.18 % 1.54 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2023 and 2022: Twelve Months Ended December 31, 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities : Cash flow for operating activities $ (38,059) $ (34,964) Right of use assets obtained in exchange for new operating lease liabilities $ 28,696 $ 22,728 |
Additional Operating Lease Liabilities and Right of Use Assets | As of December 31, 2023, 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 $ 1,258 $ 9,050 Additional right of use assets $ 1,258 $ 9,050 |
Other Current Liabilities and_2
Other Current Liabilities and Non Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities are presented in the following table: Year Ended December 31, 2023 2022 (in thousands) Customer prepayments $ 25,914 $ 16,334 Rebates 23,315 17,671 Accounts payable relating to capital expenditures 3,346 25,414 Other creditors 2,319 2,388 Deferred revenue 10 10 Earn out liability - current $ 49,648 $ 21,640 Total $ 104,552 $ 83,457 |
Other Noncurrent Liabilities | Other non-current liabilities are presented in the following table: Year Ended December 31, 2023 2022 (in thousands) Earn out liability – non-current $ — $ 44,696 Uncertain tax positions 16,785 17,980 Other 2,297 6,550 Total $ 19,082 $ 69,226 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Accumulated and Projected Benefit Obligations | The following table summarizes the changes in the projected benefit obligation: Year Ended December 31, 2023 2022 2021 (in thousands) Projected benefit obligation present value - beginning of period $ 3,708 $ 5,531 $ 6,167 Service cost 707 1,756 1,324 Interest cost 161 73 51 Curtailment (306) — — Actuarial losses (gains) (290) (3,311) (1,543) Currency translation adjustment 143 (341) (468) Projected benefit obligation present value - end of period $ 4,123 $ 3,708 $ 5,531 |
Schedule of Assumptions Used | The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2023 2022 2021 Discount rate (Corp AA) 3.90% 4.3% 1.4% Expected rate of salary increase 7.0% 5.0% 5.0% Expected rate of social charges 48.0% 48.0% 49.0% - 50.0% Expected staff turnover Company age-based table 0.0% - 17.8% 0.0% - 17.8% 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, 2023 2022 2021 (in thousands) Defined contributions plans included in personnel expenses $ (18,342) $ (17,111) $ (16,165) |
Common shares and Treasury st_2
Common shares and Treasury stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | Change in Number of Shares Number of ordinary shares Balance at January 1, 2022 60,675,474 of which Common shares 65,883,347 of which Treasury stock (5,207,873) Issuance of shares under share option and free share plans (1) (2,634,619) Treasury Shares Issued for RSU Vesting 1,625,742 Treasury Shares Retired (2) 2,732,386 Share repurchase program (5,135,359) Balance at December 31, 2022 57,263,624 of which Common shares 63,248,728 of which Treasury stock (5,985,104) Issuance of shares under share option and free share plans (3) (2,083,065) Treasury Shares Issued for RSU Vesting 1,679,674 Treasury Shares Issued for LUS Vesting 1,006,482 Treasury Shares Retired (4) 2,185,000 Share repurchase program (4,286,624) Balance at December 31, 2023 55,765,091 of which Common shares 61,165,663 of which Treasury stock (5,400,572) (1) (2) Adopted by the Board of Directors on July 28, 2022 and December 7, 2022 (3) (4) Adopted by the Board of Directors on December 7, 2023 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Equity awards compensation expense recorded in the consolidated statements of operations was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Research and Development (54,794) (36,514) (16,334) Sales and Operations (20,011) (14,200) (12,623) General and Administrative (22,380) (14,320) (15,571) Total equity awards compensation expense (97,185) (65,034) (44,528) Tax benefit from equity awards compensation expense 7,864 5,423 4,858 The breakdown of the equity award compensation expense by instrument type was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Share options (90) (97) (986) Lock-up shares (33,224) (18,049) — Restricted stock units / Performance stock units (61,949) (45,025) (41,747) Non-employee warrants (1,922) (1,863) (1,795) Total equity awards compensation expense (97,185) (65,034) (44,528) Tax benefit from equity awards compensation expense 7,864 5,423 4,858 A detailed description of each instrument type is provided below. |
Schedule of Stock Options Roll Forward | Options Outstanding Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding - December 31, 2022 372,329 Options granted — Options exercised (43,617) Options canceled (5,933) Options expired (3,541) Outstanding - December 31, 2023 319,238 € 20.74 4.18 € 4.65 Vested and exercisable - December 31, 2023 319,238 |
Schedule of Nonvested Share Activity | Shares Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 2,960,243 Granted — Vested (1,006,482) Forfeited — Outstanding as of December 31, 2023 1,953,761 $ 23.94 |
Schedule of Nonvested Restricted Stock Units Activity | Shares (RSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 5,349,955 Granted 1,894,491 Vested (1,476,005) Forfeited (475,178) Outstanding as of December 31, 2023 5,293,263 € 26.67 |
Share-Based Payment Arrangement, Performance Shares, Activity | Shares (PSU) Weighted-Average Grant date Fair Value Per Share Outstanding as of December 2022 522,467 Granted 356,402 Vested (204,218) Forfeited (14,256) Outstanding as of December 31, 2023 660,395 € 28.27 |
Schedule of Stockholders' Equity Note, Warrants or Rights | Shares Weighted-Average Grant date Fair Value Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding - December 31, 2022 302,775 Granted — Exercised (58,318) Cancelled — Expired — Outstanding - December 31, 2023 244,457 € 17.65 4.48 € 9.79 Vested and exercisable - December 31, 2023 244,457 |
Financial and Other Income (E_2
Financial and Other Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Financial income from cash equivalents $ 4,678 $ 1,932 $ 634 Interest and fees (2,244) (2,025) (2,271) Foreign exchange income (loss) (7,553) 19,659 (1,776) Discounting impact (5,289) (4,700) — Interest income (expense) on provision for R&C (258) 2,258 — Other financial income (expense) (161) 730 2,369 Other income (expense) $ 8,337 $ (71) $ 2,983 Total financial and other income (expense) $ (2,490) $ 17,783 $ 1,939 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Current income tax expense (benefit) $ 43,672 $ 27,584 $ 34,811 France 3,755 5,665 16,549 International 39,917 21,919 18,262 Deferred tax expense (benefit) (23,588) 3,602 (18,642) France 634 5,868 (9,574) International (24,222) (2,266) (9,068) Provision for income tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 |
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 25.8% (excluding additional contributions): Year Ended December 31, 2023 2022 2021 (in thousands) Income before taxes $ 74,728 $ 42,061 $ 153,816 Theoretical group tax-rates 25.8 % 25.8 % 28.4 % Nominal tax expense (benefit) 19,295 10,860 43,684 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) (2,376) (2,901) (4,830) Shared-based Compensation 8,764 2,895 (1,429) BEAT tax — — 6,560 Non-tax deductible provision from loss contingency on regulatory matters (see Note 20) (5,546) 16,971 — Nondeductible Expenses 5,274 6,178 6,476 Non recognition of deferred tax assets 878 3,190 1,666 Utilization or recognition of previously unrecognized tax losses (1,760) (1,338) (10,357) French CVAE (1) 1,593 1,635 2,170 Income eligible to reduced taxation rate (2) (4,341) (6,766) (25,655) Change in Uncertain Tax Positions (880) 412 — Effect of different tax rates (922) 201 395 Other differences 105 (151) (2,511) Effective tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 Effective tax rate 26.9 % 74.1 % 10.5 % 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) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France (2) |
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, 2021 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2022 Net deferred tax assets : Net operating loss carryforwards $33,528 $(10,285) $— $— $— $(1,793) $21,450 Shared-based Compensation 6,285 (469) — — — (11) 5,805 Bad debt allowance 5,545 (291) — — — (62) 5,192 Personnel-related accruals 8,781 (225) — 7 — (144) 8,419 Other accruals 5,720 (1,455) — — — (287) 3,978 Projected benefit obligation 1,429 472 (855) — — (88) 958 Financial instruments (15) (726) — — — (8) (749) Tax Credits 17,031 (11,242) — — — — 5,789 Other 3,944 (607) — 7 85 (293) 3,136 Net deferred tax liabilities: Intangibles (1) (14,972) 17,996 — 1,550 653 117 5,344 Gross Deferred Income Taxes 67,276 (6,832) (855) 1,564 738 (2,569) 59,322 Valuation allowance (34,994) 3,230 513 (955) (653) 1,720 (31,139) Net Deferred Income Taxes 32,282 (3,602) (342) 609 85 (849) 28,183 (in thousands) Year ended December 31, 2022 Change recognized Change recognized Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2023 Net deferred tax assets : Net operating loss carryforwards $21,450 $(3,420) $— $— $(1,038) $742 $17,734 Shared-based Compensation 5,805 352 — — — (90) 6,067 Bad debt allowance 5,192 2,079 — — 62 56 7,389 Personnel-related accruals 8,419 1,512 — — — 27 9,958 Other accruals 3,978 (476) — — — (156) 3,346 Projected benefit obligation 958 146 (75) — — 36 1,065 Intangibles (1) 5,344 19,004 — — (62) 54 24,340 Tax Credits 5,789 (1) — — — — 5,788 Financial instruments (749) 1,323 — — 159 4 737 Other 3,136 1,846 — — (198) 183 4,967 Gross Deferred Income Taxes 59,322 22,365 (75) — (1,077) 856 81,391 Valuation allowance (31,139) 1,223 45 — 1,077 (1,000) (29,794) Net Deferred Income Taxes 28,183 23,588 (30) — — (144) 51,597 |
Summary of Income Tax Contingencies | The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2023 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Beginning balance of unrecognized tax benefits $ 13,315 $ — $ — Increases (Decreases) related to current year tax positions $ (1,086) 13,315 — Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 12,229 13,315 — Interest and penalties associated with unrecognized tax benefits $ 4,556 4,665 — Ending balance of unrecognized tax benefits (including interest and penalties) $ 16,785 17,980 — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic | Year Ended December 31, 2023 2022 2021 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 53,259 $ 8,952 $ 134,456 Weighted average number of shares outstanding (note 15) 56,170,658 60,004,707 60,717,446 Basic earnings per share $ 0.95 $ 0.15 $ 2.21 |
Schedule of Earnings Per Share, Diluted | Year Ended December 31, 2023 2022 2021 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 53,259 $ 8,952 $ 134,456 Weighted average number of shares outstanding of Criteo S.A. 56,170,658 60,004,707 60,717,446 Dilutive effect of : Restricted share awards 3,905,076 2,554,516 3,061,807 Share options and BSPCE 104,294 117,934 341,971 Share warrants 51,599 83,040 110,413 Weighted average number of shares outstanding used to determine diluted earnings per share 60,231,627 62,760,197 64,231,637 Diluted earnings per share $ 0.88 $ 0.14 $ 2.09 |
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, 2023 2022 2021 Restricted share awards 348,675 172,758 312,413 Share options and BSPCE — — — Share warrants — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 348,675 172,758 312,413 |
Commitment and contingencies (T
Commitment and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions): (in thousands) 2024 53,623 2025 8,286 2026 3,097 Total $ 65,006 |
Breakdown of Revenue and Non-_2
Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 mainly on the location of advertisers’ campaigns. |
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, 2023 2022 2021 (in thousands) Americas $ 887,247 $ 891,267 $ 916,825 of which United States 803,288 798,391 815,797 EMEA 672,610 706,861 844,312 of which France 100,277 111,368 151,611 of which Germany 200,145 196,373 217,965 Asia-Pacific 389,588 418,875 493,098 of which Japan 216,991 253,996 309,378 |
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. Americas EMEA Asia-Pacific Total (in thousands) December 31, 2022 $ 92,952 $ 193,007 $ 21,231 $ 307,190 December 31, 2023 $ 89,355 $ 202,969 $ 15,058 $ 307,382 |
Principles and Accounting Met_4
Principles and Accounting Methods - Schedule of Consolidations (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Criteo France SAS | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Technology | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Condigolabs SAS | ||
Schedule of Investments [Line Items] | ||
Voting rights | 0% | 40% |
Ownership Interest | 0% | 40% |
Criteo Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Corp. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Madyourself Technologies, Inc. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 0% | 100% |
Ownership Interest | 0% | 100% |
Doobe In Site Ltd. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo GmbH | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Nordics AB | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Korea Ltd. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo KK | ||
Schedule of Investments [Line Items] | ||
Voting rights | 66% | 66% |
Ownership Interest | 66% | 66% |
Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo BV | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Australia Pty Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Srl | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Advertising (Beijing) Co. Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Brandcrush Pty Ltd | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 0% |
Ownership Interest | 100% | 0% |
Criteo Singapore Pte. Ltd. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Europa MM S.L. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo España S.L. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Canada Corp. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo MEA FZ-LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo India Private Limited | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Gemini Holdco LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 0% | 100% |
Ownership Interest | 0% | 100% |
Bidswitch GmbH | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Bidswitch Inc. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb GmbH Switzerland | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb GmbH Deutschland | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb Limited | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb Labs Limited | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb Inc. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 0% | 100% |
Ownership Interest | 0% | 100% |
The MediaGrid Inc. | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Iponweb Labs LLC | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Criteo S.A | ||
Schedule of Investments [Line Items] | ||
Voting rights | 100% | 100% |
Ownership Interest | 100% | 100% |
Principles and Accounting Met_5
Principles and Accounting Methods - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) reporting_unit segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of reporting units | reporting_unit | 3 | ||
Advertising expense | $ | $ 1.7 | $ 7.6 | $ 2.5 |
CIR tax credits offset against R&D expenses | $ | $ 9.5 | ||
Number of operating segments | segment | 3 | 3 | |
Number of reportable segments | segment | 3 | 3 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Average life of intangible assets (in years) | 3 years | ||
Minimum | Furniture and IT equipments | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (years) | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Average life of intangible assets (in years) | 9 years | ||
Maximum | Servers | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (years) | 5 years | ||
Maximum | Furniture and IT equipments | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (years) | 5 years | ||
Software | |||
Property, Plant and Equipment [Line Items] | |||
Average life of intangible assets (in years) | 3 years | ||
Technology and customer relationships | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Weighted average useful life of intangible assets (years) | 3 years | ||
Technology and customer relationships | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Weighted average useful life of intangible assets (years) | 9 years |
Business Combinations - Acquisi
Business Combinations - Acquisition of Brandcrush (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Provisional goodwill | $ 524,197 | $ 515,140 | $ 329,699 | |
Brandcrush Pty Ltd | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 7,100 | |||
Provisional goodwill | 5,000 | |||
Business combination, acquisition related costs | 700 | |||
Brandcrush Pty Ltd | Acquired technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets other than goodwill | $ 3,500 |
Business Combinations - Acqui_2
Business Combinations - Acquisition of Iponweb (Details) - USD ($) $ in Thousands | Aug. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 524,197 | $ 515,140 | $ 329,699 | |
Iponweb | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 290,200 | |||
Business combination, contingent consideration, liability | 61,200 | |||
Business acquisition, equity interest issued or issuable, value assigned | 70,200 | |||
Goodwill | 187,600 | |||
Iponweb | Maximum | ||||
Business Acquisition [Line Items] | ||||
Business combination, contingent consideration, liability | $ 100,000 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | $ 22,963 |
Research and Development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | 3,500 |
General and Administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | 5,600 |
Sales and Operations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | $ 13,900 |
Restructuring - Summary of rest
Restructuring - Summary of restructuring activities included in other current liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, beginning balance | $ 0 |
Restructuring charge | 22,963 |
Amounts paid | 18,591 |
Restructuring liability, ending balance | $ 4,372 |
Segment information - Narrative
Segment information - Narrative (Details) - segment | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 3 | 3 |
Number of reportable segments | 3 | 3 |
Segment information - Schedule
Segment information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,949,445 | $ 2,017,003 | $ 2,254,235 |
Contribution ex-TAC | 1,022,606 | 928,224 | 920,795 |
Other costs of sales | (159,562) | (133,024) | (138,851) |
Gross profit | 863,044 | 795,200 | 781,944 |
Operating expenses: | |||
Research and development expenses | (242,289) | (187,596) | (151,817) |
Sales and operations expenses | (406,012) | (377,996) | (325,616) |
General and administrative expenses | (137,525) | (205,330) | (152,634) |
Total operating expenses | (785,826) | (770,922) | (630,067) |
Income from operations | 77,218 | 24,278 | 151,877 |
Financial and Other Income (Expense) | (2,490) | 17,783 | 1,939 |
Income before taxes | 74,728 | 42,061 | 153,816 |
Marketing Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,617,973 | 1,762,517 | 2,007,239 |
Contribution ex-TAC | 696,681 | 714,695 | 796,152 |
Retail Media | |||
Segment Reporting Information [Line Items] | |||
Revenue | 209,007 | 202,317 | 246,996 |
Contribution ex-TAC | 203,460 | 161,360 | 124,643 |
Iponweb | |||
Segment Reporting Information [Line Items] | |||
Revenue | 122,465 | 52,169 | 0 |
Contribution ex-TAC | $ 122,465 | $ 52,169 | $ 0 |
Cash, Cash Equivalents, Marke_3
Cash, Cash Equivalents, Marketable Securities and Restricted Cash- Fair Value Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 285,518 | $ 282,293 |
Level 2 | ||
Term deposits and notes | 50,823 | 65,907 |
Marketable securities | 22,545 | 25,098 |
Cash and cash equivalents | 336,341 | 348,200 |
Level 2 | ||
Level 2 | ||
Marketable securities | $ 22,545 | $ 25,098 |
Cash, Cash Equivalents, Marke_4
Cash, Cash Equivalents, Marketable Securities and Restricted Cash - Schedule of Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Total | $ 22,545 | $ 25,098 |
Term Deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Securities Available-for-sale | 0 | 0 |
Securities Held-to-maturity | $ 22,545 | $ 25,098 |
Cash, Cash Equivalents, Marke_5
Cash, Cash Equivalents, Marketable Securities and Restricted Cash - Debt Securities, Available-for-sale (Details) - Term Deposits - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Due in one year | $ 5,970 | |
From one to five years | 16,575 | |
Securities Held-to-maturity | 22,545 | $ 25,098 |
Due in one year | 0 | |
From one to five years | 0 | |
Marketable securities - non current portion | $ 0 | $ 0 |
Cash, Cash Equivalents, Marke_6
Cash, Cash Equivalents, Marketable Securities and Restricted Cash - Restrictions on Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 |
Fair Value Disclosures [Abstract] | |||
Restricted cash - current | $ 75,000 | $ 25,000 | |
Restricted cash – non-current | 0 | 75,000 | |
Restricted Cash, Total | $ 75,000 | $ 100,000 | $ 100,000 |
Cash, Cash Equivalents, Marke_7
Cash, Cash Equivalents, Marketable Securities and Restricted Cash - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Restricted cash | $ 75,000 | $ 100,000 | $ 100,000 | ||
Cash payment for contingent consideration | $ 22,000 | $ 22,025 | $ 0 | $ 0 |
Trade Receivables - Net Book Va
Trade Receivables - Net Book Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||||
Trade accounts receivables | $ 818,937 | $ 756,741 | ||
(Less) Allowance for doubtful accounts | (43,348) | (47,792) | $ (45,391) | $ (39,899) |
Net book value at end of period | $ 775,589 | $ 708,949 |
Trade Receivables - Allowance f
Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ (47,792) | $ (45,391) | $ (39,899) |
Provision for doubtful accounts | (15,709) | (18,641) | (14,433) |
Write-off, net of recoveries | 21,027 | 19,370 | 7,485 |
Increase due to acquisition | 0 | (4,733) | 0 |
Currency translation adjustment | (874) | 1,603 | 1,456 |
Balance at end of period | $ (43,348) | $ (47,792) | $ (45,391) |
Trade Receivables - Narrative (
Trade Receivables - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Receivables [Abstract] | |
Accounts receivable, previously written off, recovered | $ 1.4 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to suppliers | $ 7,499 | $ 12,421 |
Other debtors | 7,279 | 6,768 |
Prepaid expenses | 32,858 | 24,549 |
Other current assets | 655 | 8,128 |
Total | $ 48,291 | $ 51,866 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Net Book Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross book value at end of period | $ 372,580 | $ 361,377 |
Less: Accumulated depreciation | (246,086) | (230,170) |
Net book value at end of period | 126,494 | 131,207 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross book value at end of period | 299,012 | 292,246 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Gross book value at end of period | 9,254 | 8,629 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Gross book value at end of period | 46,576 | 47,534 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross book value at end of period | $ 17,738 | $ 12,968 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 51.4 | $ 55.6 |
Intangible assets - Schedule (D
Intangible assets - Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 415,260 | $ 357,706 |
Accumulated amortization | (234,372) | (181,723) |
Intangible assets, net | 180,888 | 175,983 |
Internally developed software in progress | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | 64,636 | 43,659 |
Accumulated amortization | 0 | 0 |
Intangible assets, net | 64,636 | 43,659 |
Internally developed software in progress | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | 89,891 | 63,218 |
Accumulated amortization | (68,474) | (53,228) |
Intangible assets, net | 21,417 | 9,990 |
Acquired technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | 161,492 | 153,410 |
Accumulated amortization | (89,819) | (62,492) |
Intangible assets, net | 71,673 | 90,918 |
Acquired customer relationship | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | 99,241 | 97,419 |
Accumulated amortization | (76,079) | (66,003) |
Intangible assets, net | $ 23,162 | $ 31,416 |
Intangible assets - Narrative (
Intangible assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 48.3 | $ 33.4 |
Intangible assets - Schedule of
Intangible assets - Schedule of Expected Amortization Expense for Intangible assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 | $ 58,240 |
2025 | 63,982 |
2026 | 39,415 |
2027 | 13,477 |
2028 | 2,098 |
Thereafter | 3,676 |
Total | 180,888 |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 22,472 |
2025 | 29,889 |
2026 | 22,920 |
2027 | 10,772 |
2028 | 0 |
Thereafter | 0 |
Total | 86,053 |
Technology and customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 35,768 |
2025 | 34,093 |
2026 | 16,495 |
2027 | 2,705 |
2028 | 2,098 |
Thereafter | 3,676 |
Total | $ 94,835 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill balance, beginning of the period | $ 515,140 | $ 329,699 |
Acquisitions | 5,021 | 187,600 |
Disposal of goodwill | (597) | 0 |
Currency translation adjustment | 4,633 | (2,159) |
Impairment expense | 0 | 0 |
Goodwill balance, end of the period | 524,197 | 515,140 |
Marketing Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill balance, beginning of the period | 180,780 | 183,699 |
Acquisitions | 0 | 0 |
Disposal of goodwill | (597) | 0 |
Currency translation adjustment | 1,185 | (2,919) |
Impairment expense | 0 | 0 |
Goodwill balance, end of the period | 181,368 | 180,780 |
Retail Media | ||
Goodwill [Roll Forward] | ||
Goodwill balance, beginning of the period | 143,680 | 146,000 |
Acquisitions | 5,021 | 0 |
Disposal of goodwill | 0 | 0 |
Currency translation adjustment | 978 | (2,320) |
Impairment expense | 0 | 0 |
Goodwill balance, end of the period | 149,679 | 143,680 |
Iponweb | ||
Goodwill [Roll Forward] | ||
Goodwill balance, beginning of the period | 190,680 | 0 |
Acquisitions | 0 | 187,600 |
Disposal of goodwill | 0 | 0 |
Currency translation adjustment | 2,470 | 3,080 |
Impairment expense | 0 | 0 |
Goodwill balance, end of the period | $ 193,150 | $ 190,680 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, impairment loss | $ 0 |
Financial Liabilities - Loans a
Financial Liabilities - Loans and RCF Agreements (Details) - Line of Credit - Bank Syndicate RCF $ in Millions | Dec. 31, 2023 EUR (€) | Nov. 17, 2023 EUR (€) | Nov. 17, 2023 USD ($) | Sep. 27, 2022 EUR (€) | Sep. 27, 2022 USD ($) |
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | € 407,000,000 | € 407,000,000 | $ 450 | ||
Amount drawn | € 0 | ||||
Sustainability-linked credit facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | € 407,000,000 | $ 450 |
Financial Liabilities - Narrati
Financial Liabilities - Narrative (Details) - Revolving credit facility - Line of Credit $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Sep. 27, 2022 EUR (€) | Sep. 27, 2022 USD ($) | |
Bank Syndicate RCF | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term (in years) | 5 years | |||
Maximum borrowing capacity | € 407,000,000 | € 407,000,000 | $ 450 | |
Amount drawn | 0 | |||
HSBC and LCL Facilities | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | € 21,500,000 | $ 23.8 |
Financial Liabilities - Maturit
Financial Liabilities - Maturity of Financial Liabilities and Cash and Cash Equivalents (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Other financial liabilities | |
Other financial liabilities | $ 920 |
2024 | 843 |
2025 | 77 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Financial derivatives | |
Financial derivatives | 2,546 |
2024 | 2,546 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Financial liabilities | |
Financial liabilities | 3,466 |
2024 | 3,389 |
2025 | 77 |
2026 | 0 |
2027 | 0 |
2028 | $ 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Lease expense | $ 9,245 | $ 7,128 | $ 36,637 | $ 33,284 |
Short term lease expense | 147 | 172 | 678 | 681 |
Variable lease expense | 309 | 94 | 877 | 458 |
Sublease income | (229) | (401) | (921) | (883) |
Total operating lease expense | 9,472 | 6,993 | 37,271 | 33,540 |
Offices | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expense | 3,052 | 2,157 | 13,600 | 13,271 |
Short term lease expense | 147 | 169 | 636 | 673 |
Variable lease expense | 309 | 3 | 802 | 185 |
Sublease income | (229) | (401) | (921) | (883) |
Total operating lease expense | 3,279 | 1,928 | 14,117 | 13,246 |
Data Centers | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expense | 6,193 | 4,971 | 23,037 | 20,013 |
Short term lease expense | 0 | 3 | 42 | 8 |
Variable lease expense | 0 | 91 | 75 | 273 |
Sublease income | 0 | 0 | 0 | 0 |
Total operating lease expense | $ 6,193 | $ 5,065 | $ 23,154 | $ 20,294 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Lease, Description [Line Items] | |
2024 | $ 37,121 |
2025 | 24,376 |
2026 | 19,911 |
2027 | 16,410 |
2028 | 12,273 |
Thereafter | 13,059 |
Total minimum lease payments | 123,150 |
Impact of Discount Rate | (4,702) |
Total Lease Liability | 118,448 |
Offices | |
Lessee, Lease, Description [Line Items] | |
2024 | 13,875 |
2025 | 13,677 |
2026 | 10,611 |
2027 | 8,994 |
2028 | 8,391 |
Thereafter | 12,701 |
Total minimum lease payments | 68,249 |
Impact of Discount Rate | (1,885) |
Total Lease Liability | 66,364 |
Data Centers | |
Lessee, Lease, Description [Line Items] | |
2024 | 23,246 |
2025 | 10,699 |
2026 | 9,300 |
2027 | 7,416 |
2028 | 3,882 |
Thereafter | 358 |
Total minimum lease payments | 54,901 |
Impact of Discount Rate | (2,817) |
Total Lease Liability | $ 52,084 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Offices | ||
Weighted average remaining lease term (years) | ||
Weighted average remaining lease term (years) | 5 years 7 months 20 days | 6 years 3 months 7 days |
Weighted average discount rate | ||
Weighted average discount rate | 1.14% | 0.96% |
Data Centers | ||
Weighted average remaining lease term (years) | ||
Weighted average remaining lease term (years) | 3 years 3 months 3 days | 2 years 11 months 4 days |
Weighted average discount rate | ||
Weighted average discount rate | 3.18% | 1.54% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities : | ||
Cash flow for operating activities | $ (38,059) | $ (34,964) |
Right of use assets obtained in exchange for new operating lease liabilities | $ 28,696 | $ 22,728 |
Leases - Additional Operating L
Leases - Additional Operating Lease Liabilities And Right of Use Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Offices | |
Lessee, Lease, Description [Line Items] | |
Additional operating lease liabilities | $ 1,258 |
Additional right of use assets | 1,258 |
Data Centers | |
Lessee, Lease, Description [Line Items] | |
Additional operating lease liabilities | 9,050 |
Additional right of use assets | $ 9,050 |
Other Current Liabilities and_3
Other Current Liabilities and Non Current Liabilities - Schedule of Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Customer prepayments | $ 25,914 | $ 16,334 |
Rebates | 23,315 | 17,671 |
Accounts payable relating to capital expenditures | 3,346 | 25,414 |
Other creditors | 2,319 | 2,388 |
Deferred revenue | 10 | 10 |
Earn out liability - current | 49,648 | 21,640 |
Total | $ 104,552 | $ 83,457 |
Other Current Liabilities and_4
Other Current Liabilities and Non Current Liabilities - Schedule of Non Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Earn out liability – non-current | $ 0 | $ 44,696 |
Uncertain tax positions | 16,785 | 17,980 |
Other | 2,297 | 6,550 |
Other non-current liabilities | $ 19,082 | $ 69,226 |
Other Current Liabilities and_5
Other Current Liabilities and Non Current Liabilities - Narrative (Details) - Iponweb $ in Millions | Aug. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Business combination, contingent consideration, liability | $ 61.2 |
Maximum | |
Business Acquisition [Line Items] | |
Business combination, contingent consideration, liability | $ 100 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Projected Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation present value - beginning of period | $ 3,708 | $ 5,531 | $ 6,167 |
Service cost | 707 | 1,756 | 1,324 |
Interest cost | 161 | 73 | 51 |
Curtailment | (306) | 0 | 0 |
Actuarial losses (gains) | (290) | (3,311) | (1,543) |
Currency translation adjustment | 143 | (341) | (468) |
Projected benefit obligation present value - end of period | $ 4,123 | $ 3,708 | $ 5,531 |
Interest cost, location not disclosed | Interest cost | ||
For information on using Extensible Enumeration elements, see guide at link in tin-part URI [Guidance] | Operating Expenses |
Employee Benefits - Schedule _2
Employee Benefits - Schedule of Assumptions Used for Actuarial Valuations (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate (Corp AA) | 3.90% | 4.30% | 1.40% |
Expected rate of salary increase | 7% | 5% | 5% |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected rate of social charges | 48% | 48% | 49% |
Expected staff turnover | 0% | 0% | |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected rate of social charges | 50% | ||
Expected staff turnover | 17.80% | 17.80% |
Employee Benefits - Schedule _3
Employee Benefits - Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contributions plans included in personnel expenses | $ (18,342) | $ (17,111) | $ (16,165) |
Common shares and Treasury st_3
Common shares and Treasury stock (Details) - shares | 12 Months Ended | ||||||||
Dec. 07, 2022 | Feb. 03, 2022 | Feb. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Common Stock, Shares Outstanding [Roll Forward] | |||||||||
Beginning balance (in shares) | 57,263,624 | 60,675,474 | |||||||
Treasury stock beginning balance (in shares) | (5,985,104) | ||||||||
Issuance of shares under share option and free share plans (in shares) | (2,083,065) | (2,634,619) | |||||||
Treasury shares issued for RSU vesting (in shares) | 1,625,742 | ||||||||
Treasury shares retired (in shares) | 2,185,000 | 2,732,386 | |||||||
Share repurchase program (in shares) | (4,286,624) | (5,135,359) | (2,647,742) | (4,286,624) | (5,135,359) | ||||
Ending balance (in shares) | 55,765,091 | 57,263,624 | 60,675,474 | ||||||
Treasury stock (in shares) | 5,400,572 | 5,985,104 | |||||||
Treasury stock ending balance (in shares) | (5,400,572) | (5,985,104) | |||||||
Restricted Stock Units (RSUs) | |||||||||
Common Stock, Shares Outstanding [Roll Forward] | |||||||||
Treasury shares issued for RSU vesting (in shares) | 1,679,674 | ||||||||
Lock-up shares | |||||||||
Common Stock, Shares Outstanding [Roll Forward] | |||||||||
Treasury shares issued for RSU vesting (in shares) | 1,006,482 | ||||||||
Share capital | |||||||||
Common Stock, Shares Outstanding [Roll Forward] | |||||||||
Beginning balance (in shares) | 63,248,728 | 65,883,347 | 66,272,106 | ||||||
Share repurchase program (in shares) | (2,185,000) | [1] | (2,732,386) | [2] | (1,498,709) | [3] | |||
Ending balance (in shares) | 61,165,663 | 63,248,728 | 65,883,347 | ||||||
Treasury stock | |||||||||
Common Stock, Shares Outstanding [Roll Forward] | |||||||||
Beginning balance (in shares) | 5,985,104 | 5,207,873 | 5,632,536 | ||||||
Treasury stock beginning balance (in shares) | (5,985,104) | 5,207,873 | |||||||
Share repurchase program (in shares) | (584,532) | [1] | (777,231) | [2] | (424,663) | [3] | |||
Ending balance (in shares) | 5,400,572 | 5,985,104 | 5,207,873 | ||||||
Treasury stock (in shares) | 5,400,572 | 5,985,104 | (5,207,873) | ||||||
Treasury stock ending balance (in shares) | (5,400,572) | (5,985,104) | 5,207,873 | ||||||
[1]On December 7, 2022, Criteo's board of Directors extended a share repurchase program to up to $480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,286,624 shares repurchased at an average price of $30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled[2] On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359 shares repurchased at an average price of $26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled. |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Awards Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | $ (97,185) | $ (65,034) | $ (44,528) |
Tax benefit from equity awards compensation expense | 7,864 | 5,423 | 4,858 |
Share options | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (90) | (97) | (986) |
Lock-up shares | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (33,224) | (18,049) | 0 |
Restricted stock units / Performance stock units | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (61,949) | (45,025) | (41,747) |
Non-employee warrants | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (1,922) | (1,863) | (1,795) |
Research and Development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (54,794) | (36,514) | (16,334) |
Sales and Operations | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | (20,011) | (14,200) | (12,623) |
General and Administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity awards compensation expense | $ (22,380) | $ (14,320) | $ (15,571) |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 12 Months Ended | |
Aug. 01, 2022 day shares | Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | shares | 0 | |
Number of trading days | day | 20 | |
Warrants term | 4 years | |
Iponweb | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Business acquisition, equity interest issued or issuable, lock-up period | 3 years | |
Share options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Expiration period | 10 years | |
Lock-up shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Options granted (in shares) | shares | 2,960,243 | |
Unrecognized stock-based compensation, nonvested awards | $ 17.4 | |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation, nonvested awards | $ 74.9 | |
Stock-based compensation, recognition period | 3 years 1 month 6 days | |
Performance Stock Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation, nonvested awards | $ 9.5 | |
Stock-based compensation, recognition period | 3 years |
Share-Based Compensation - Opti
Share-Based Compensation - Options Activity (Details) | 12 Months Ended |
Dec. 31, 2023 € / shares shares | |
Number of Shares Underlying Outstanding Options | |
Outstanding (in shares) | 372,329 |
Options granted (in shares) | 0 |
Options exercised (in shares) | (43,617) |
Options canceled (in shares) | (5,933) |
Options expired (in shares) | 3,541 |
Outstanding (in shares) | 319,238 |
Vested and exercisable (in shares) | 319,238 |
Outstanding (in euro per share) | € / shares | € 20.74 |
Weighted-average remaining contractual term, outstanding | 4 years 2 months 4 days |
Aggregate intrinsic value, outstanding | € / shares | € 4.65 |
Share-Based Compensation - Lock
Share-Based Compensation - Lock Up Shares Activity (Details) - Lock-up shares | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Outstanding (in shares) | 2,960,243 |
Granted (in shares) | 0 |
Vested (in shares) | (1,006,482) |
Forfeited (in shares) | 0 |
Outstanding (in shares) | 1,953,761 |
Outstanding (in euro per share) | $ / shares | $ 23.94 |
Share-Based Compensation - RSU
Share-Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 € / shares shares | |
Shares | |
Outstanding (in shares) | 5,349,955 |
Granted (in shares) | 1,894,491 |
Vested (in shares) | (1,476,005) |
Forfeited (in shares) | (475,178) |
Outstanding (in shares) | 5,293,263 |
Outstanding (in euro per share) | € / shares | € 26.67 |
Share-Based Compensation - PSU
Share-Based Compensation - PSU Activity (Details) - Performance Stock Units (PSUs) | 12 Months Ended |
Dec. 31, 2023 € / shares shares | |
Shares | |
Outstanding (in shares) | 522,467 |
Granted (in shares) | 356,402 |
Vested (in shares) | (204,218) |
Forfeited (in shares) | (14,256) |
Outstanding (in shares) | 660,395 |
Outstanding (in euro per share) | € / shares | € 28.27 |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 € / shares shares | |
Shares | |
Outstanding (in shares) | 302,775 |
Granted (in shares) | 0 |
Exercised (in shares) | (58,318) |
Class Of Warrant Or Right, Canceled During Period | 0 |
Class Of Warrant Or Right, Expired During Period | 0 |
Outstanding (in shares) | 244,457 |
Vested and exercisable (in shares) | 244,457 |
Outstanding (in euro per share) | € / shares | € 17.65 |
Class Of Warrant Or Right, Vested And Exercisable, Weighted Average Remaining Contractual Term | 4 years 5 months 23 days |
Aggregate intrinsic value | € / shares | € 9.79 |
Financial and Other Income (E_3
Financial and Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Financial income from cash equivalents | $ 4,678 | $ 1,932 | $ 634 |
Interest and fees | (2,244) | (2,025) | (2,271) |
Foreign exchange income (loss) | (7,553) | 19,659 | (1,776) |
Discounting impact | (5,289) | (4,700) | 0 |
Interest income (expense) on provision for R&C | (258) | 2,258 | 0 |
Other financial income (expense) | (161) | 730 | 2,369 |
Other income (expense) | 8,337 | (71) | 2,983 |
Financial and Other Income (Expense) | $ (2,490) | $ 17,783 | $ 1,939 |
Financial and Other Income (E_4
Financial and Other Income (Expense) - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Sep. 27, 2022 USD ($) | Sep. 27, 2022 EUR (€) | |
Debt Instrument [Line Items] | ||||||
Financial and other income | $ (2,490) | $ 17,783 | $ 1,939 | |||
Discounting impact | $ 5,289 | $ 4,700 | $ 0 | |||
Revolving credit facility | Bank Syndicate RCF | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | € 407,000,000 | $ 450,000 | € 407,000,000 |
Income Taxes - Breakdown of Inc
Income Taxes - Breakdown of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current income tax expense (benefit) | $ 43,672 | $ 27,584 | $ 34,811 |
France | 3,755 | 5,665 | 16,549 |
International | 39,917 | 21,919 | 18,262 |
Deferred tax expense (benefit) | (23,588) | 3,602 | (18,642) |
France | 634 | 5,868 | (9,574) |
International | (24,222) | (2,266) | (9,068) |
Provision for income tax expense (benefit) | $ 20,084 | $ 31,186 | $ 16,169 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | |||
Income (loss) before taxes | $ 74,728 | $ 42,061 | $ 153,816 |
Theoretical group tax-rates | 25.80% | 25.80% | 28.40% |
Valuation allowance against net deferred income taxes | $ 29,800 | $ 31,100 | $ 35,000 |
Unrecognized tax benefits | 16,785 | 17,980 | 0 |
Criteo Corp. | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 5,700 | 5,700 | 5,700 |
Criteo Do Brasil | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 2,700 | 3,300 | 2,700 |
Criteo Ltd | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 10,700 | 8,100 | 7,600 |
Criteo Singapore | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 1,200 | 1,500 | 4,200 |
Criteo Australia Pty Ltd | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 2,900 | 2,600 | 2,700 |
Criteo France | |||
Income Tax Examination [Line Items] | |||
Valuation allowance against net deferred income taxes | 5,000 | 6,500 | 6,200 |
Domestic Tax Authority | |||
Income Tax Examination [Line Items] | |||
Income (loss) before taxes | 38,300 | (4,200) | 109,900 |
Foreign Tax Authority | |||
Income Tax Examination [Line Items] | |||
Income (loss) before taxes | 36,400 | $ 46,200 | $ 46,900 |
Foreign Tax Authority | Internal Revenue Service (IRS) | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards, subject to expiration | 34,500 | ||
Foreign Tax Authority | State Administration of Taxation, China | Research tax credit carryforward | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards, not subject to expiration | 5,700 | ||
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC) | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards, not subject to expiration | $ 37,700 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between the Effective and Nominal Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income before taxes | $ 74,728 | $ 42,061 | $ 153,816 |
Theoretical group tax-rates | 25.80% | 25.80% | 28.40% |
Nominal tax expense (benefit) | $ 19,295 | $ 10,860 | $ 43,684 |
Increase / decrease in tax expense arising from: | |||
French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) | (2,376) | (2,901) | (4,830) |
Shared-based Compensation | 8,764 | 2,895 | (1,429) |
BEAT tax | 0 | 0 | 6,560 |
Non-tax deductible provision from loss contingency on regulatory matters (see Note 20) | (5,546) | 16,971 | 0 |
Nondeductible Expenses | 5,274 | 6,178 | 6,476 |
Non recognition of deferred tax assets | 878 | 3,190 | 1,666 |
Utilization or recognition of previously unrecognized tax losses | (1,760) | (1,338) | (10,357) |
French CVAE | 1,593 | 1,635 | 2,170 |
Income eligible to reduced taxation rate | (4,341) | (6,766) | (25,655) |
Change in Uncertain Tax Positions | (880) | 412 | 0 |
Effect of different tax rates | (922) | 201 | 395 |
Other differences | 105 | (151) | (2,511) |
Provision for income tax expense (benefit) | $ 20,084 | $ 31,186 | $ 16,169 |
Effective tax rate | 26.90% | 74.10% | 10.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | $ 59,322 | $ 67,276 | |
Valuation allowance, beginning balance | (31,100) | (35,000) | |
Deferred tax assets, net of valuation allowance, beginning balance | 28,183 | 32,282 | |
Change recognized in profit or loss | 23,588 | (3,602) | $ 18,642 |
Change recognized in OCI | (30) | (342) | |
Purchase Price Accounting | 0 | 609 | |
Other | 0 | 85 | |
Currency translation adjustments | (144) | (849) | |
Deferred tax assets, ending balance | 81,391 | 59,322 | 67,276 |
Valuation allowance, ending balance | (29,800) | (31,100) | (35,000) |
Deferred tax assets, net of valuation allowance, ending balance | 51,597 | 28,183 | 32,282 |
Net operating loss carryforwards | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 21,450 | 33,528 | |
Change recognized in profit or loss | (3,420) | (10,285) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | (1,038) | 0 | |
Currency translation adjustments | 742 | (1,793) | |
Deferred tax assets, ending balance | 17,734 | 21,450 | 33,528 |
Shared-based Compensation | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 5,805 | 6,285 | |
Change recognized in profit or loss | 352 | (469) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | 0 | 0 | |
Currency translation adjustments | (90) | (11) | |
Deferred tax assets, ending balance | 6,067 | 5,805 | 6,285 |
Bad debt allowance | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 5,192 | 5,545 | |
Change recognized in profit or loss | 2,079 | (291) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | 62 | 0 | |
Currency translation adjustments | 56 | (62) | |
Deferred tax assets, ending balance | 7,389 | 5,192 | 5,545 |
Personnel-related accruals | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 8,419 | 8,781 | |
Change recognized in profit or loss | 1,512 | (225) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 7 | |
Other | 0 | 0 | |
Currency translation adjustments | 27 | (144) | |
Deferred tax assets, ending balance | 9,958 | 8,419 | 8,781 |
Other accruals | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 3,978 | 5,720 | |
Change recognized in profit or loss | (476) | (1,455) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | 0 | 0 | |
Currency translation adjustments | (156) | (287) | |
Deferred tax assets, ending balance | 3,346 | 3,978 | 5,720 |
Projected benefit obligation | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 958 | 1,429 | |
Change recognized in profit or loss | 146 | 472 | |
Change recognized in OCI | (75) | (855) | |
Purchase Price Accounting | 0 | 0 | |
Other | 0 | 0 | |
Currency translation adjustments | 36 | (88) | |
Deferred tax assets, ending balance | 1,065 | 958 | 1,429 |
Financial instruments | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax liabilities, gross, beginning balance | (749) | (15) | |
Change recognized in profit or loss | 1,323 | (726) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | 159 | 0 | |
Currency translation adjustments | 4 | (8) | |
Deferred tax assets, ending balance | 737 | ||
Deferred tax liabilities, gross, ending balance | (749) | (15) | |
Tax Credits | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 5,789 | 17,031 | |
Change recognized in profit or loss | (1) | (11,242) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 0 | |
Other | 0 | 0 | |
Currency translation adjustments | 0 | 0 | |
Deferred tax assets, ending balance | 5,788 | 5,789 | 17,031 |
Other | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 3,136 | 3,944 | |
Change recognized in profit or loss | 1,846 | (607) | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 7 | |
Other | (198) | 85 | |
Currency translation adjustments | 183 | (293) | |
Deferred tax assets, ending balance | 4,967 | 3,136 | 3,944 |
Intangibles (1) | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Deferred tax assets, beginning balance | 5,344 | ||
Deferred tax liabilities, gross, beginning balance | (14,972) | ||
Change recognized in profit or loss | 19,004 | 17,996 | |
Change recognized in OCI | 0 | 0 | |
Purchase Price Accounting | 0 | 1,550 | |
Other | (62) | 653 | |
Currency translation adjustments | 54 | 117 | |
Deferred tax assets, ending balance | 24,340 | 5,344 | |
Deferred tax liabilities, gross, ending balance | (14,972) | ||
Gross Deferred Income Taxes | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Change recognized in profit or loss | 22,365 | (6,832) | |
Change recognized in OCI | (75) | (855) | |
Purchase Price Accounting | 0 | 1,564 | |
Other | (1,077) | 738 | |
Currency translation adjustments | 856 | (2,569) | |
Valuation allowance | |||
Deferred Tax Asset and Liability Activity [Roll Forward] | |||
Valuation allowance, beginning balance | (31,139) | (34,994) | |
Change recognized in profit or loss | 1,223 | 3,230 | |
Change recognized in OCI | 45 | 513 | |
Purchase Price Accounting | 0 | (955) | |
Other | 1,077 | (653) | |
Currency translation adjustments | (1,000) | 1,720 | |
Valuation allowance, ending balance | $ (29,794) | $ (31,139) | $ (34,994) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Opening balance of unrecognized Tax Benefits (Excluding Interest And Penalties) | $ 13,315 | $ 0 | $ 0 |
Decreases related to current year tax positions | (1,086) | ||
Increases related to current year tax positions | 13,315 | 0 | |
Ending balance of unrecognized Tax Benefits (Excluding Interest And Penalties) | 12,229 | 13,315 | 0 |
Interest and penalties associated with unrecognized tax benefits | 4,556 | 4,665 | 0 |
Ending balance of unrecognized tax benefits (including interest and penalties) | $ 16,785 | $ 17,980 | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net income attributable to shareholders of Criteo S.A. | $ 53,259 | $ 8,952 | $ 134,456 |
Weighted average number of shares outstanding (note 15) | 56,170,658 | 60,004,707 | 60,717,446 |
Basic earnings per share (in dollars per share) | $ 0.95 | $ 0.15 | $ 2.21 |
Dilutive effect of : | |||
Restricted share awards | 3,905,076 | 2,554,516 | 3,061,807 |
Share options and BSPCE | 104,294 | 117,934 | 341,971 |
Share warrants | 51,599 | 83,040 | 110,413 |
Weighted average number of shares outstanding used to determine diluted earnings per share | 60,231,627 | 62,760,197 | 64,231,637 |
Diluted earnings per share (in dollars per share) | $ 0.88 | $ 0.14 | $ 2.09 |
Earnings Per Share - Anti-Dilut
Earnings Per Share - Anti-Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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) | 348,675 | 172,758 | 312,413 |
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) | 348,675 | 172,758 | 312,413 |
Share options and 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 | 0 |
Share warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) | 0 | 0 | 0 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | |
Loss Contingencies [Line Items] | ||||||||
Loss contingency, estimate of possible loss | $ 43,300 | € 40 | $ 65,000 | € 60 | $ 65,000 | € 60 | ||
Loss contingency accrual, period increase (decrease) | 43,300 | € 40 | ||||||
Contingencies - current portion | 31,900 | |||||||
Software licenses, maintenance and bandwidth for servers | ||||||||
Loss Contingencies [Line Items] | ||||||||
Purchase obligations | $ 65,006 | $ 65,000 |
Commitments and contingencies_2
Commitments and contingencies - Contractual Commitments (Details) - Software licenses, maintenance and bandwidth for servers - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 53,623 | |
2025 | 8,286 | |
2026 | 3,097 | |
Purchase obligations | $ 65,006 | $ 65,000 |
Breakdown of Revenue and Non-_3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Geographical Area (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) market | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||
Number of geographical markets in which entity operates | market | 3 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 1,949,445 | $ 2,017,003 | $ 2,254,235 |
Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 887,247 | 891,267 | 916,825 |
of which United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 803,288 | 798,391 | 815,797 |
EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 672,610 | 706,861 | 844,312 |
of which France | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 100,277 | 111,368 | 151,611 |
of which Germany | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 200,145 | 196,373 | 217,965 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 389,588 | 418,875 | 493,098 |
of which Japan | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 216,991 | $ 253,996 | $ 309,378 |
Breakdown of Revenue and Non-_4
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Other Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 307,382 | $ 307,190 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 89,355 | 92,952 |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 202,969 | 193,007 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 15,058 | $ 21,231 |
Subsequent Events (Details)
Subsequent Events (Details) - segment | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Number of reportable segments | 3 | 3 | |
Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of reportable segments | 2 |