Significant Events and Transactions of the Period

6 Months Ended

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

Significant Events and Transactions of the Period

Significant Events and Transactions of the Period

Share repurchase program

On October 25, 2018, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. We completed this share repurchase program in 2018. As of December 31, 2018, 3.5 million shares were held as treasury shares.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company's outstanding American Depositary Shares. As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019. We completed the 2019 share repurchase program in February 2020.

On April 23, 2020, Criteo's Board of Directors authorized a share repurchase program of up to $30.0 million of the Company's outstanding American Depositary Shares. This share repurchase program is still on-going as of June 30, 2020.

As of June 30, 2020, we had 5.6 million treasury shares remaining which may be used to satisfy the Company's obligations under its employee equity plans upon RSU vestings in lieu of issuing new shares, and for M&A activity.

	Number of Treasury Shares	Amount (in thousands of dollars)
Balance at January 1, 2020	3,903,673	$	74,900
Treasury Shares Repurchased for RSU Vesting	2,525,492	33,100
Treasury Shares Issued for RSU Vesting	(839,757)	(17,286)
Balance at June 30, 2020	5,589,408	$	90,714

Restructuring

Cease of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The Company incurred additional net restructuring costs of $0.05 million and $0.5 million for the three and six months ended June 30, 2020, respectively, comprising of payroll expenses included in Research and Development expenses.

The following table summarizes restructuring activities as of June 30, 2020 included in other current liabilities on the balance sheet:

	Six Months Ended
	June 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	5,581
Restructuring costs	497
Restructuring costs - non cash items	—
Amount paid	(5,030)
Restructuring liability - June 30, 2020	1,048

New organization structure

As part of a new organization structure designed to best support our multi-product platform strategy and accelerate execution, commenced in the twelve month period ended December 31, 2019, the Company incurred net restructuring costs of $0.4 million and $1.1 million for the three and six month periods ended June 30, 2020, respectively, comprising of payroll expenses.

For the three and six month periods ended June 30, 2020, respectively, $0.04 million and $0.2 million was included in Research and Development expenses and $0.32 million and $0.9 million was included in Sales and Operations expenses.

The following table summarizes restructuring activities as of June 30, 2020 included in other current liabilities on the balance sheet:

	Six Months Ended
	June 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	510
Restructuring costs	1,133
Amount paid	(1,529)
Restructuring liability - June 30, 2020	114

Changes in Group funding

In September 2015, Criteo S.A. entered into a Multicurrency Revolving Facility Agreement for general purposes of the Group including the funding of business combinations. On May 4, 2020, Criteo decided to draw €140 million ($156.8 million) under its RCF credit facility for general purposes. The drawdown is for an initial period of six months. In addition the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a €350 million ($392 million) commitment through March 2022, and a €294 million ($329 million) commitment from the end of March 2022 through March 2023. The cost of the one-year extension is 0.025% of the extended amount.

Changes in Group financial investments

A €20 million ($22 million) amount has been invested in a 24 months term deposit with a yearly yield of 0.25%. This new investment is classified under Marketable Securities as a non-current asset as it does not meet the cash and cash equivalent criteria.