NEW YORK, Feb. 11, 2020 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO), the global technology company powering the world's
marketers with trusted and impactful advertising, today announced
financial results for the fourth quarter and fiscal year ended
December 31, 2019.
Q4 2019
- Revenue decreased 3% year-over-year, or 2% at constant
currency1, to $653
million.
- Revenue excluding Traffic Acquisition Costs, or Revenue
ex-TAC2, decreased 2% year-over-year, or 1% at constant
currency, to $266 million,
representing 41% of revenue.
- Net income decreased 2% year-over-year to $41 million, representing 6% of revenue.
- Adjusted EBITDA2 increased 5% to $109 million, representing 41% of Revenue
ex-TAC.
- Diluted EPS increased 14% to $0.65 and Adjusted diluted EPS2
increased 29% to $1.08.
- Cash flow from operating activities was $59 million and Free Cash Flow2 was
$42 million.
- Our cash position was $419
million as of December 31,
2019, up $54 million
year-over-year.
Fiscal Year 2019
- Revenue declined 2% year-over-year, or increased 1% at constant
currency1, to $2,262
million.
- Revenue ex-TAC2 decreased 2% year-over-year, or
increased 0.3% at constant currency, to $947
million, representing 42% of revenue.
- Net income was $96 million, flat
compared to the prior year, representing 4% of revenue.
- Adjusted EBITDA2 was $299
million, or 32% of Revenue ex-TAC.
- Diluted EPS increased 5% to $1.38
and Adjusted diluted EPS2 increased 7% to $2.67.
- Cash flow from operating activities was $223 million and Free Cash Flow2
reached $125 million.
"Megan has already demonstrated her impactful leadership," said
JB Rudelle, Chairman. "She has the full support of the Board and
we're all confident in her success in driving Criteo forward."
"I am thrilled to lead Criteo into its next chapter," said
Megan Clarken, CEO. "We have
unbelievable assets and compelling opportunities. I'm confident in
our strategic priorities and determined to deliver on them."
"We've delivered on our margin and cash generation targets in a
challenging year," said Benoit Fouilland, CFO. "We're committed to
maintaining solid profitability and cash flows to support the
business in the long run."
Q4 2019 Operating Highlights
- New solutions, which include all solutions outside of
retargeting, grew 44% year-over-year to 16% of total Revenue
ex-TAC.
- One quarter after beta launch, 800 clients were already live
with our Consideration products priced on cost-per-impression (or
CPM) basis.
- 23% of our live clients purchased more than one Criteo product,
up from 13% in Q4 last year.
- We added 280 net new clients and maintained high client
retention at 90% for all products.
- Same-client Revenue ex-TAC3 decreased 3%
year-over-year at constant currency, up from -4% in Q3.
- Our direct header-bidding technology now connects to over 4,500
publishers across Web and App.
- We launched Criteo Certified Partner Program (CCP) in our
go-to-market for small midmarket clients.
Revenue and Revenue ex-TAC
Q4 2019
Revenue declined 3% year-over-year, or 2% at constant currency,
to $653 million (Q4 2018: $670 million). Revenue
ex-TAC decreased 2% year-over-year, or 1% at constant currency, to
$266 million (Q4 2018: $272 million). This
better-than-expected performance was driven by the decline in our
business with existing clients, despite continued adoption of our
new solutions across our client base and a strong Holiday Season
across regions, partially offset by our growing business with new
clients, in particular in the midmarket. Revenue ex-TAC as a
percentage of revenue, or Revenue ex-TAC margin, was 41% (Q4 2018:
41%).
- In the Americas, Revenue declined 3% year-over-year, or 3% at
constant currency, to $306 million
and represented 47% of total Revenue. Revenue ex-TAC declined 3%
year-over-year, or 3% at constant currency, to $117 million and represented 44% of total Revenue
ex-TAC.
- In EMEA, Revenue declined 2% year-over-year, and increased 1%
at constant currency, to $217 million
and represented 33% of total Revenue. Revenue ex-TAC declined 1%
year-over-year, and increased 1% at constant currency, to
$92 million and represented 34% of
total Revenue ex-TAC.
- In Asia-Pacific, Revenue
declined 2% year-over-year, or 3% at constant currency, to
$130 million and represented 20% of
total Revenue. Revenue ex-TAC declined 1% year-over-year, or 2% at
constant currency, to $57 million and
represented 22% of total Revenue ex-TAC.
Fiscal Year 2019
Revenue decreased 2% year-over-year to $2,262 million (2018: $2,300 million), and increased 1% at
constant currency. Revenue ex-TAC decreased 2% year-over-year to
$947 million (2018: $966 million), and increased 0.3% at
constant currency. The performance at constant currency was
primarily driven by our business with new clients, in particular in
the midmarket, offsetting a slight decline in our business with
existing clients, in particular with large customers, despite
continued adoption of our new solutions across our client base. The
Revenue ex-TAC margin was 42% (2018: 42%).
- In the Americas, Revenue was $952
million, flat year-over-year, or growing 0.3% at constant
currency, and represented 42% of total Revenue. Revenue ex-TAC was
$373 million, declining 0.4%
year-over-year, or growing 0.2% at constant currency, and
represented 39% of total Revenue ex-TAC.
- In EMEA, Revenue declined 4% year-over-year to $806 million, or increased 1% at constant
currency, and represented 36% of total Revenue. Revenue ex-TAC
declined 4% year-over-year to $353
million, or grew 1% at constant currency, and represented
37% of total Revenue ex-TAC.
- In Asia-Pacific, Revenue
decreased 1% year-over-year, or 0.2% at constant currency, to
$503 million and represented 22% of
total Revenue. Revenue ex-TAC declined 1% year-over-year, or 1% at
constant currency, to $221 million
and represented 24% of total Revenue ex-TAC.
Net Income and Adjusted Net Income
Q4 2019
Net income decreased 2% year-over-year to $41 million
(Q4 2018: $42 million). Net income margin as a percentage
of revenue was 6% (Q4 2018: 6%). Net income available to
shareholders of Criteo S.A. increased 11% year-over-year to
$42 million, or $0.65 per share
on a diluted basis (Q4 2018: $38 million, or $0.57 per share on a diluted basis).
Adjusted Net Income, or net income adjusted to eliminate the
impact of equity awards compensation expense, amortization of
acquisition-related intangible assets, acquisition-related costs
and deferred price consideration, restructuring costs and the tax
impact of these adjustments, increased 23% year-over-year to
$70 million, or $1.08 per share
on a diluted basis (Q4 2018: $56 million, or $0.84 per share on a diluted basis).
Fiscal Year 2019
Net income was flat year-over-year at $96 million (2018:
$96 million). Net income margin as a percentage of revenue was
4% (2018: 4%). Net income available to shareholders of Criteo S.A.
increased 2% year-over-year to $91 million, or $1.38 per share on a diluted basis (2018:
$89 million, or $1.31 per share
on a diluted basis).
Adjusted Net Income increased 4% year-over-year to
$175 million, or $2.67 per share
on a diluted basis (2018: $169 million, or $2.49 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Q4 2019
Adjusted EBITDA increased 5% year-over-year, or 6% at constant
currency, to $109 million (Q4 2018: $105 million),
largely driven by the positive impact of our disciplined expense
management, offsetting the slight Revenue ex-TAC decline over the
period. Adjusted EBITDA as a percentage of Revenue ex-TAC, which we
refer to as Adjusted EBITDA margin, was 41% (Q4 2018: 39%), an
approximately 300-basis point increase year-over-year at constant
currency.
Operating expenses increased 3% to $176 million
(Q4 2018: $171 million). Operating expenses, excluding
the impact of equity awards compensation expense, pension costs,
restructuring costs, depreciation and amortization and
acquisition-related costs and deferred price consideration, which
we refer to as Non-GAAP Operating Expenses, decreased 7% to
$138 million (Q4 2018: $149
million), demonstrating the positive impact of our
disciplined expense management.
Fiscal Year 2019
Adjusted EBITDA declined 7% year-over-year, or 3% at constant
currency, to $299 million (2018:
$321 million), primarily driven by the Revenue ex-TAC
performance over the period and despite a stronger focus on a more
disciplined expense management. Adjusted EBITDA as a percentage of
Revenue ex-TAC was 32% (2018: 33%), an approximately 120-basis
point decrease year-over-year at constant currency.
Operating expenses were flat year-over-year at $688 million
(2018: $687 million). Non-GAAP Operating Expenses declined 1%
to 575 million (2018: $581
million), demonstrating our disciplined approach to expense
management throughout the year.
Cash Flow and Cash Position
Q4 2019
Cash flow from operating activities decreased 31% year-over-year
to $59 million (Q4 2018: $86 million).
Free Cash Flow, defined as cash flow from operating activities
less acquisition of intangible assets, property, plant and
equipment and change in accounts payable related to intangible
assets, property, plant and equipment, increased 4% year-over-year
to $42 million (Q4 2018: $40 million), representing
38% of Adjusted EBITDA (Q4 2018: 38%).
Cash and cash equivalents increased $54
million year-over-year to $419 million.
Fiscal Year 2019
Cash flow from operating activities decreased 15% year-over-year
to $223 million (2018: $261 million).
Free Cash Flow decreased 8% year-over-year to $125 million
(2018: $135 million), representing 42% of Adjusted EBITDA
(2018: 42%).
Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of February 11,
2020.
First quarter 2020 guidance:
- We expect Revenue ex-TAC to be between $209 million and $212
million, implying constant-currency growth of approximately
-10% to -9%.
- We expect Adjusted EBITDA to be between $58 million and $62
million.
Fiscal year 2020 guidance:
- We expect Revenue ex-TAC to decline by approximately 10% at
constant currency.
- We expect Adjusted EBITDA margin of approximately 30% of
Revenue ex-TAC.
The above guidance for the first quarter and the fiscal year
ending December 31, 2020, assumes the
following exchange rates for the main currencies impacting our
business: a U.S. dollar-euro rate of 0.901, a U.S. dollar-Japanese
Yen rate of 110.0, a U.S. dollar-British pound rate of 0.775 and a
U.S. dollar-Brazilian real rate of 4.050.
The above guidance assumes no acquisitions are completed during
the first quarter and the fiscal year ending
December 31, 2020.
Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to
the closest corresponding U.S. GAAP measure is not available
without unreasonable efforts on a forward-looking basis due to the
high variability, complexity and low visibility with respect to the
charges excluded from these non-GAAP measures; in particular, the
measures and effects of equity awards compensation expense specific
to equity compensation awards that are directly impacted by
unpredictable fluctuations in our share price. The variability of
the above charges could potentially have a significant impact on
our future U.S. GAAP financial results.
Non-GAAP Financial Measures
This press release and its attachments include the following
financial measures defined as non-GAAP financial measures by the
U.S. Securities and Exchange Commission (the "SEC"): Revenue
ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted
EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted
diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These
measures are not calculated in accordance with U.S. GAAP.
Revenue ex-TAC is our revenue excluding Traffic Acquisition
Costs ("TAC") generated over the applicable measurement period and
Revenue ex-TAC by Region reflects our Revenue ex-TAC by our
geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue
ex-TAC margin are key measures used by our management and board of
directors to evaluate our operating performance, generate future
operating plans and make strategic decisions regarding the
allocation of capital. In particular, we believe that the
elimination of TAC from revenue can provide a useful measure for
period-to-period comparisons of our business and across our
geographies.
Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by
Region and Revenue ex-TAC margin provide useful information to
investors and the market generally in understanding and evaluating
our operating results in the same manner as our management and
board of directors. Adjusted EBITDA is our consolidated earnings
before financial income (expense), income taxes, depreciation and
amortization, adjusted to eliminate the impact of equity awards
compensation expense, pension service costs, restructuring costs,
acquisition-related costs and deferred price consideration.
We define Adjusted EBITDA as our consolidated earnings before
financial income (expense), income taxes, depreciation and
amortization, adjusted to eliminate the impact of equity awards
compensation expense, pension service costs, restructuring costs,
acquisition-related costs and deferred price consideration.
Adjusted EBITDA and Adjusted EBITDA margin are key measures used by
our management and board of directors to understand and evaluate
our core operating performance and trends, to prepare and approve
our annual budget and to develop short‑ and long-term
operational plans. In particular, we believe that by eliminating
equity awards compensation expense, pension service costs,
restructuring costs, acquisition-related costs and deferred price
consideration, Adjusted EBITDA and Adjusted EBITDA margin can
provide useful measures for period-to-period comparisons of our
business. Accordingly, we believe that Adjusted EBITDA and Adjusted
EBITDA margin provide useful information to investors and the
market generally in understanding and evaluating our results of
operations in the same manner as our management and board of
directors.
Adjusted Net Income is our net income adjusted to eliminate the
impact of equity awards compensation expense, amortization of
acquisition-related intangible assets, acquisition-related costs
and deferred price consideration, restructuring costs and the tax
impact of these adjustments. Adjusted Net Income and Adjusted
diluted EPS are key measures used by our management and board of
directors to evaluate operating performance, generate future
operating plans and make strategic decisions regarding the
allocation of capital.
In particular, we believe that by eliminating equity awards
compensation expense, amortization of acquisition-related
intangible assets, acquisition-related costs and deferred price
consideration, restructuring costs and the tax impact of these
adjustments, Adjusted Net Income and Adjusted diluted EPS can
provide useful measures for period-to-period comparisons of our
business. Accordingly, we believe that Adjusted Net Income and
Adjusted diluted EPS provide useful information to investors and
the market generally in understanding and evaluating our results of
operations in the same manner as our management and board of
directors.
Free Cash Flow is defined as cash flow from operating activities
less acquisition of intangible assets, property, plant and
equipment and change in accounts payable related to intangible
assets, property, plant and equipment. Free Cash Flow is a key
measure used by our management and board of directors to evaluate
the Company's ability to generate cash. Accordingly, we believe
that Free Cash Flow permits a more complete and comprehensive
analysis of our available cash flows.
Non-GAAP Operating Expenses are our consolidated operating
expenses adjusted to eliminate the impact of depreciation and
amortization, equity awards compensation expense, pension service
costs, restructuring costs, acquisition-related costs and deferred
price consideration. The Company uses Non-GAAP Operating Expenses
to understand and compare operating results across accounting
periods, for internal budgeting and forecasting purposes, for
short-term and long-term operational plans, and to assess and
measure our financial performance and the ability of our operations
to generate cash. We believe Non-GAAP Operating Expenses reflects
our ongoing operating expenses in a manner that allows for
meaningful period-to-period comparisons and analysis of trends in
our business. As a result, we believe that Non-GAAP Operating
Expenses provides useful information to investors in understanding
and evaluating our core operating performance and trends in the
same manner as our management and in comparing financial results
across periods. In addition, Non-GAAP Operating Expenses is a key
component in calculating Adjusted EBITDA, which is one of the key
measures the Company uses to provide its quarterly and annual
business outlook to the investment community.
Please refer to the supplemental financial tables provided in
the appendix of this press release for a reconciliation of Revenue
ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region,
Revenue ex-TAC for Retail Media, Adjusted EBITDA to net income,
Adjusted Net Income to net income, Free Cash Flow to cash flow from
operating activities, and Non-GAAP Operating Expenses to operating
expenses, in each case, the most comparable U.S. GAAP measure. Our
use of non-GAAP financial measures has limitations as an analytical
tool, and you should not consider such non-GAAP measures in
isolation or as a substitute for analysis of our financial results
as reported under U.S. GAAP. Some of these limitations are: 1)
other companies, including companies in our industry which have
similar business arrangements, may address the impact of TAC
differently; and 2) other companies may report Revenue ex-TAC,
Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income,
Free Cash Flow, Non-GAAP Operating Expenses or similarly titled
measures but calculate them differently or over different regions,
which reduces their usefulness as comparative measures. Because of
these and other limitations, you should consider these measures
alongside our U.S. GAAP financial results, including revenue and
net income.
Forward-Looking Statements Disclosure
This press release contains forward-looking statements,
including projected financial results for the quarter and the
fiscal year ending December 31, 2020, our expectations
regarding our market opportunity and future growth prospects and
other statements that are not historical facts and involve risks
and uncertainties that could cause actual results to differ
materially. Factors that might cause or contribute to such
differences include, but are not limited to: failure related to our
technology and our ability to innovate and respond to changes in
technology, uncertainty regarding our ability to access a
consistent supply of internet display advertising inventory and
expand access to such inventory, investments in new business
opportunities and the timing of these investments, whether the
projected benefits of acquisitions materialize as expected,
uncertainty regarding international growth and expansion, the
impact of competition, uncertainty regarding legislative,
regulatory or self-regulatory developments regarding data privacy
matters and the impact of efforts by other participants in our
industry to comply therewith, the impact of consumer resistance to
the collection and sharing of data, our ability to access data
through third parties, failure to enhance our brand
cost-effectively, recent growth rates not being indicative of
future growth, our ability to manage growth, potential fluctuations
in operating results, our ability to grow our base of clients, and
the financial impact of maximizing Revenue ex-TAC, as well as risks
related to future opportunities and plans, including the
uncertainty of expected future financial performance and results
and those risks detailed from time-to-time under the caption "Risk
Factors" and elsewhere in the Company's SEC filings and reports,
including the Company's Annual Report on Form 10-K filed with the
SEC on March 1, 2019, and in subsequent Quarterly Reports
on Form 10-Q as well as future filings and reports by the Company.
Except as required by law, the Company undertakes no duty or
obligation to update any forward-looking statements contained in
this release as a result of new information, future events, changes
in expectations or otherwise.
Conference Call Information
Criteo's earnings conference call will take place today,
February 11, 2020, at
8:00 AM ET, 2:00 PM CET.
The conference call will be webcast live on the Company's website
http://ir.criteo.com and will be available for replay.
•
|
U.S.
callers:
|
+1 855 209
8212
|
•
|
International
callers:
|
+1 412 317
0788 or +33 1 76 74 05 02
|
Please ask to be joined into the "Criteo S.A." call.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company powering
the world's marketers with trusted and impactful advertising. 2,800
Criteo team members partner with over 20,000 customers and
thousands of publishers around the globe to deliver effective
advertising across all channels, by applying advanced machine
learning to unparalleled data sets. Criteo empowers companies of
all sizes with the technology they need to better know and serve
their customers. For more information, please visit
www.criteo.com.
|
|
|
|
|
|
|
1 Constant
currency measures exclude the impact of foreign currency
fluctuations and is computed by applying the 2018 average exchange
rates for the relevant period to 2019 figures.
|
2 Revenue
ex-TAC, Revenue ex-TAC margin, Revenue ex-TAC for Retail Media,
Adjusted EBITDA, Adjusted EBITDA at constant currency, Adjusted
EBITDA margin, Adjusted diluted EPS, Free Cash Flow and growth at
constant currency are not measures calculated in accordance with
U.S. GAAP.
|
3 Same-client revenue or Revenue
ex-TAC is the revenue or Revenue ex-TAC generated by clients that
were live with us in a given quarter and still live with us the
same quarter in the following year.
|
Contacts
Criteo Investor Relations
Edouard Lassalle, VP, Head of Market
Relations, e.lassalle@criteo.com
Friederike Edelmann, IR Director,
f.edelmann@criteo.com
Criteo Public Relations
Isabelle Leung-Tack, VP, Global
Communications, i.leungtack@criteo.com
Financial information to follow
CRITEO
S.A.
|
Consolidated
Statement of Financial Position
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
December 31,
2018
|
|
December 31,
2019
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
364,426
|
|
|
$
|
418,763
|
|
Trade
receivables, net of allowances of $25.9 million and $16.1 million
at December 31, 2018 and 2019, respectively
|
|
473,901
|
|
|
481,732
|
|
Income
taxes
|
|
19,370
|
|
|
21,817
|
|
Other
taxes
|
|
53,338
|
|
|
60,924
|
|
Other current
assets
|
|
22,816
|
|
|
17,225
|
|
Total current
assets
|
|
933,851
|
|
|
1,000,461
|
|
Property, plant and
equipment, net
|
|
184,013
|
|
|
194,161
|
|
Intangible assets,
net
|
|
112,036
|
|
|
86,886
|
|
Goodwill
|
|
312,881
|
|
|
317,100
|
|
Right of Use Asset -
operating lease (1)
|
|
—
|
|
|
142,044
|
|
Non-current financial
assets
|
|
20,460
|
|
|
21,747
|
|
Deferred tax
assets
|
|
33,894
|
|
|
27,985
|
|
Total non-current assets
|
|
663,284
|
|
|
789,923
|
|
Total
assets
|
|
$
|
1,597,135
|
|
|
$
|
1,790,384
|
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
|
425,376
|
|
|
$
|
390,277
|
|
Contingencies
|
|
2,640
|
|
|
6,385
|
|
Income
taxes
|
|
7,725
|
|
|
3,422
|
|
Financial liabilities
- current portion
|
|
1,018
|
|
|
3,636
|
|
Lease liability -
operating - current portion (1)
|
|
—
|
|
|
45,853
|
|
Other
taxes
|
|
55,592
|
|
|
50,099
|
|
Employee - related
payables
|
|
65,878
|
|
|
74,781
|
|
Other current
liabilities
|
|
47,115
|
|
|
35,886
|
|
Total current
liabilities
|
|
605,344
|
|
|
610,339
|
|
Deferred tax
liabilities
|
|
10,770
|
|
|
9,272
|
|
Retirement benefit
obligation
|
|
5,537
|
|
|
8,485
|
|
Financial liabilities
- non current portion
|
|
2,490
|
|
|
769
|
|
Lease liability -
operating - non current portion (1)
|
|
—
|
|
|
117,988
|
|
Other non-current
liabilities
|
|
5,103
|
|
|
5,543
|
|
Total non-current liabilities
|
|
23,900
|
|
|
142,057
|
|
Total
liabilities
|
|
629,244
|
|
|
752,396
|
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares,
€0.025 par value, 67,708,203 and 66,197,181 shares authorized,
issued and outstanding at December 31, 2018 and December 31, 2019,
respectively.
|
|
2,201
|
|
|
2,158
|
|
Treasury stock,
3,459,119 and 3,903,673 shares at cost as of December 31, 2018
and December 31, 2019, respectively.
|
|
(79,159)
|
|
|
(74,900)
|
|
Additional paid-in
capital
|
|
663,281
|
|
|
668,389
|
|
Accumulated other
comprehensive (loss)
|
|
(30,522)
|
|
|
(40,105)
|
|
Retained
earnings
|
|
387,869
|
|
|
451,725
|
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
943,670
|
|
|
1,007,267
|
|
Non-controlling
interests
|
|
24,221
|
|
|
30,721
|
|
Total
equity
|
|
967,891
|
|
|
1,037,988
|
|
Total equity and
liabilities
|
|
$
|
1,597,135
|
|
|
$
|
1,790,384
|
|
|
(1)
Effective January 1, 2019 we have adopted ASC 842,
Leases. We have elected the modified retrospective
transition method and not restated comparative prior periods.
Upon adoption, we recognized total operating lease liabilities of
$223.5 million and operating right-of-use assets of $204.3
million.
|
CRITEO
S.A.
|
Consolidated
Statement of Income
|
(U.S. dollars in
thousands, except share and per share data,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
670,096
|
|
|
$
|
652,640
|
|
|
(3)
|
%
|
|
$
|
2,300,314
|
|
|
$
|
2,261,516
|
|
|
(2)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(398,238)
|
|
|
(386,388)
|
|
|
(3)
|
%
|
|
(1,334,334)
|
|
|
(1,314,947)
|
|
|
(1)
|
%
|
Other cost of
revenue
|
|
(38,807)
|
|
|
(31,328)
|
|
|
(19)
|
%
|
|
(131,744)
|
|
|
(117,533)
|
|
|
(11)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
233,051
|
|
|
234,924
|
|
|
1
|
%
|
|
834,236
|
|
|
829,036
|
|
|
(1)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(44,605)
|
|
|
(40,585)
|
|
|
(9)
|
%
|
|
(179,263)
|
|
|
(172,591)
|
|
|
(4)
|
%
|
Sales and operations
expenses
|
|
(93,806)
|
|
|
(98,080)
|
|
|
5
|
%
|
|
(372,707)
|
|
|
(375,477)
|
|
|
1
|
%
|
General and
administrative expenses
|
|
(32,461)
|
|
|
(37,382)
|
|
|
15
|
%
|
|
(135,159)
|
|
|
(139,754)
|
|
|
3
|
%
|
Total Operating
expenses
|
|
(170,872)
|
|
|
(176,047)
|
|
|
3
|
%
|
|
(687,129)
|
|
|
(687,822)
|
|
|
0.1
|
%
|
Income from
operations
|
|
62,179
|
|
|
58,877
|
|
|
(5)
|
%
|
|
147,107
|
|
|
141,214
|
|
|
(4)
|
%
|
Financial income
(expense)
|
|
(1,746)
|
|
|
(1,521)
|
|
|
(13)
|
%
|
|
(5,084)
|
|
|
(5,749)
|
|
|
13
|
%
|
Income before
taxes
|
|
60,433
|
|
|
57,356
|
|
|
(5)
|
%
|
|
142,023
|
|
|
135,465
|
|
|
(5)
|
%
|
Provision for income
taxes
|
|
(18,299)
|
|
|
(15,882)
|
|
|
(13)
|
%
|
|
(46,144)
|
|
|
(39,496)
|
|
|
(14)
|
%
|
Net Income
|
|
$
|
42,134
|
|
|
$
|
41,474
|
|
|
(2)
|
%
|
|
$
|
95,879
|
|
|
$
|
95,969
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available
to shareholders of Criteo S.A.
|
|
$
|
37,966
|
|
|
$
|
42,024
|
|
|
11
|
%
|
|
$
|
88,644
|
|
|
$
|
90,745
|
|
|
2
|
%
|
Net income available
to non-controlling interests
|
|
$
|
4,168
|
|
|
$
|
(550)
|
|
|
NM
|
|
$
|
7,235
|
|
|
$
|
5,224
|
|
|
(28)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
66,220,030
|
|
|
63,430,621
|
|
|
|
|
66,456,890
|
|
|
64,305,965
|
|
|
|
Diluted
|
|
67,043,794
|
|
|
64,655,065
|
|
|
|
|
67,662,904
|
|
|
65,598,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.57
|
|
|
$
|
0.66
|
|
|
16
|
%
|
|
$
|
1.33
|
|
|
$
|
1.41
|
|
|
6
|
%
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
0.65
|
|
|
14
|
%
|
|
$
|
1.31
|
|
|
$
|
1.38
|
|
|
5
|
%
|
CRITEO
S.A.
|
Consolidated
Statement of Cash Flows
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
Net income
|
|
$
|
42,134
|
|
|
$
|
41,474
|
|
|
(2)
|
%
|
|
$
|
95,879
|
|
|
$
|
95,969
|
|
|
0.1
|
%
|
Non-cash and
non-operating items
|
|
50,628
|
|
|
53,546
|
|
|
6
|
%
|
|
154,436
|
|
|
126,281
|
|
|
(18)
|
%
|
- Amortization and provisions
|
|
32,785
|
|
|
39,729
|
|
|
21
|
%
|
|
111,825
|
|
|
97,110
|
|
|
(13)
|
%
|
- Equity awards compensation expense (1)
|
|
10,267
|
|
|
4,239
|
|
|
(59)
|
%
|
|
66,600
|
|
|
40,999
|
|
|
(38)
|
%
|
- Change in deferred taxes
|
|
1,184
|
|
|
16,792
|
|
|
NM
|
|
(8,157)
|
|
|
15,418
|
|
|
NM
|
- Change in income taxes
|
|
6,244
|
|
|
(8,076)
|
|
|
NM
|
|
(12,744)
|
|
|
(28,015)
|
|
|
NM
|
- Other (2)
|
|
148
|
|
|
862
|
|
|
NM
|
|
(3,088)
|
|
|
769
|
|
|
NM
|
Changes in working
capital related to operating activities
|
|
(7,162)
|
|
|
(35,661)
|
|
|
NM
|
|
10,411
|
|
|
582
|
|
|
(94)
|
%
|
- (Increase)/Decrease in trade receivables
|
|
(113,019)
|
|
|
(119,288)
|
|
|
6
|
%
|
|
1,358
|
|
|
876
|
|
|
(35)
|
%
|
- Increase/(Decrease) in trade payables
|
|
85,646
|
|
|
63,750
|
|
|
(26)
|
%
|
|
9,047
|
|
|
(14,145)
|
|
|
NM
|
- (Increase)/Decrease in other current assets
|
|
(1,576)
|
|
|
5,481
|
|
|
NM
|
|
3,974
|
|
|
7,631
|
|
|
92
|
%
|
- Increase/(Decrease) in other current liabilities
(2)
|
|
21,787
|
|
|
16,116
|
|
|
(26)
|
%
|
|
(3,968)
|
|
|
11,390
|
|
|
NM
|
- Change in operating lease liabilities and right of use assets
(3)
|
|
—
|
|
|
(1,720)
|
|
|
NM
|
|
—
|
|
|
(5,170)
|
|
|
NM
|
CASH FROM OPERATING
ACTIVITIES
|
|
85,600
|
|
|
59,359
|
|
|
(31)
|
%
|
|
260,726
|
|
|
222,832
|
|
|
(15)
|
%
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(30,064)
|
|
|
(13,373)
|
|
|
(56)
|
%
|
|
(116,984)
|
|
|
(82,716)
|
|
|
(29)
|
%
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(15,344)
|
|
|
(4,147)
|
|
|
(73)
|
%
|
|
(8,494)
|
|
|
(15,224)
|
|
|
79
|
%
|
(Payment for)
disposal of a business, net of cash acquired (disposed)
|
|
(52,269)
|
|
|
—
|
|
|
(100)
|
%
|
|
(101,180)
|
|
|
(4,582)
|
|
|
(95)
|
%
|
Change in other
non-current financial assets
|
|
(56)
|
|
|
(17)
|
|
|
(70)
|
%
|
|
(59)
|
|
|
(1,366)
|
|
|
NM
|
CASH USED FOR
INVESTING ACTIVITIES
|
|
(97,733)
|
|
|
(17,537)
|
|
|
(82)
|
%
|
|
(226,717)
|
|
|
(103,888)
|
|
|
(54)
|
%
|
Repayment of
borrowings
|
|
(243)
|
|
|
(516)
|
|
|
NM
|
|
(964)
|
|
|
(1,022)
|
|
|
6
|
%
|
Net payments related
to equity award activities
|
|
699
|
|
|
1,053
|
|
|
51
|
%
|
|
1,473
|
|
|
1,691
|
|
|
15
|
%
|
Change in treasury
stock
|
|
(80,000)
|
|
|
(40,985)
|
|
|
(49)
|
%
|
|
(80,000)
|
|
|
(58,588)
|
|
|
(27)
|
%
|
Change in other
financial liabilities (2)
|
|
141
|
|
|
(25)
|
|
|
NM
|
|
16,815
|
|
|
(1,192)
|
|
|
NM
|
CASH USED FOR
FINANCING ACTIVITIES
|
|
(79,403)
|
|
|
(40,473)
|
|
|
(49)
|
%
|
|
(62,676)
|
|
|
(59,111)
|
|
|
(6)
|
%
|
Effect of exchange
rates changes on cash and cash equivalents
(2)
|
|
(2,728)
|
|
|
8,236
|
|
|
NM
|
|
(21,018)
|
|
|
(5,496)
|
|
|
(74)
|
%
|
Net increase
(decrease) in cash and cash equivalents
|
|
(94,264)
|
|
|
9,585
|
|
|
NM
|
|
(49,685)
|
|
|
54,337
|
|
|
NM
|
Net cash and cash
equivalents at beginning of period
|
|
458,690
|
|
|
409,178
|
|
|
(11)
|
%
|
|
414,111
|
|
|
364,426
|
|
|
(12)
|
%
|
Net cash and cash
equivalents at end of period
|
|
$
|
364,426
|
|
|
$
|
418,763
|
|
|
15
|
%
|
|
$
|
364,426
|
|
|
$
|
418,763
|
|
|
15
|
%
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
|
(10,871)
|
|
|
$
|
(7,166)
|
|
|
(34)
|
%
|
|
$
|
(67,045)
|
|
|
$
|
(52,093)
|
|
|
(22)
|
%
|
Cash paid for
interest, net of amounts capitalized
|
|
$
|
(433)
|
|
|
$
|
(308)
|
|
|
(29)
|
%
|
|
$
|
(1,695)
|
|
|
$
|
(1,403)
|
|
|
(17)
|
%
|
|
(1)
Share-based compensation expense according to ASC 718 Compensation
- stock compensation accounted for $9.8 million and $3.9 million of
equity awards compensation expense for the quarter ended
December 31, 2018 and 2019, respectively, and $65.1 million
and $39.6 million of equity awards compensation for the twelve
months ended December 31, 2018 and 2019,
respectively.
|
|
(2) From
2017, the Company reported the cash impact of the settlement of
hedging derivatives related to financing activities in cash used
for financing activities in the unaudited consolidated statements
of cash flows
|
|
(3)
Effective January 1, 2019 we have adopted ASC 842,
Leases. We have elected the modified retrospective
transition method and not restated prior periods. Changes in
operating lease liabilities and right of use assets included rent
prepayments and accrued rent amounts which were mapped to other
current assets and trade payables in prior years.
|
CRITEO
S.A.
|
Reconciliation of
Cash from Operating Activities to Free Cash Flow
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM OPERATING
ACTIVITIES
|
|
$
|
85,600
|
|
|
$
|
59,359
|
|
|
(31)
|
%
|
|
$
|
260,726
|
|
|
$
|
222,832
|
|
|
(15)
|
%
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(30,064)
|
|
|
(13,373)
|
|
|
(56)
|
%
|
|
(116,984)
|
|
|
(82,716)
|
|
|
(29)
|
%
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(15,344)
|
|
|
(4,147)
|
|
|
(73)
|
%
|
|
(8,494)
|
|
|
(15,224)
|
|
|
79
|
%
|
FREE CASH FLOW
(1)
|
|
$
|
40,192
|
|
|
$
|
41,839
|
|
|
4
|
%
|
|
$
|
135,248
|
|
|
$
|
124,892
|
|
|
(8)
|
%
|
|
(1) Free
Cash Flow is defined as cash flow from operating activities less
acquisition of intangible assets, property, plant and equipment and
change in accounts payable related to intangible assets, property,
plant and equipment.
|
CRITEO
S.A.
|
Reconciliation of
Revenue ex-TAC by Region to Revenue by Region
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
|
|
|
December
31,
|
|
|
|
|
|
December
31,
|
|
|
|
|
|
Region
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
317,350
|
|
|
$
|
306,250
|
|
|
(3)
|
%
|
|
(3)
|
%
|
|
$
|
954,073
|
|
|
$
|
952,154
|
|
|
(0.2)
|
%
|
|
0.3
|
%
|
|
EMEA
|
|
220,904
|
|
|
216,639
|
|
|
(2)
|
%
|
|
1
|
%
|
|
839,825
|
|
|
806,197
|
|
|
(4)
|
%
|
|
1
|
%
|
|
Asia-Pacific
|
|
131,842
|
|
|
129,751
|
|
|
(2)
|
%
|
|
(3)
|
%
|
|
506,416
|
|
|
503,165
|
|
|
(1)
|
%
|
|
(0.2)
|
%
|
|
Total
|
|
670,096
|
|
|
652,640
|
|
|
(3)
|
%
|
|
(2)
|
%
|
|
2,300,314
|
|
|
2,261,516
|
|
|
(2)
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
(196,168)
|
|
|
(189,092)
|
|
|
(4)
|
%
|
|
(3)
|
%
|
|
(579,597)
|
|
|
(579,175)
|
|
|
(0.1)
|
%
|
|
0.3
|
%
|
|
EMEA
|
|
(128,053)
|
|
|
(124,939)
|
|
|
(2)
|
%
|
|
0.4
|
%
|
|
(471,654)
|
|
|
(453,530)
|
|
|
(4)
|
%
|
|
2
|
%
|
|
Asia-Pacific
|
|
(74,017)
|
|
|
(72,357)
|
|
|
(2)
|
%
|
|
(4)
|
%
|
|
(283,083)
|
|
|
(282,242)
|
|
|
(0.3)
|
%
|
|
0.2
|
%
|
|
Total
|
|
(398,238)
|
|
|
(386,388)
|
|
|
(3)
|
%
|
|
(2)
|
%
|
|
(1,334,334)
|
|
|
(1,314,947)
|
|
|
(1)
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
121,182
|
|
|
117,158
|
|
|
(3)
|
%
|
|
(3)
|
%
|
|
374,476
|
|
|
372,979
|
|
|
(0.4)
|
%
|
|
0.2
|
%
|
|
EMEA
|
|
92,851
|
|
|
91,700
|
|
|
(1)
|
%
|
|
1
|
%
|
|
368,171
|
|
|
352,667
|
|
|
(4)
|
%
|
|
1
|
%
|
|
Asia-Pacific
|
|
57,825
|
|
|
57,394
|
|
|
(1)
|
%
|
|
(2)
|
%
|
|
223,333
|
|
|
220,923
|
|
|
(1)
|
%
|
|
(1)
|
%
|
|
Total
|
|
$
|
271,858
|
|
|
$
|
266,252
|
|
|
(2)
|
%
|
|
(1)
|
%
|
|
$
|
965,980
|
|
|
$
|
946,569
|
|
|
(2)
|
%
|
|
0.3
|
%
|
|
|
(1) We
define Revenue ex-TAC as our revenue excluding traffic acquisition
costs generated over the applicable measurement period. Revenue
ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by
Region are not measures calculated in accordance with U.S. GAAP. We
have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region because they are key measures used by
our management and board of directors to evaluate operating
performance, generate future operating plans and make strategic
decisions regarding the allocation of capital. In particular, we
believe that the elimination of TAC from revenue and review of
these measures by region can provide useful measures for
period-to-period comparisons of our business. Accordingly, we
believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region provide useful information to
investors and others in understanding and evaluating our results of
operations in the same manner as our management and board of
directors. Our use of Revenue ex-TAC and Revenue, Traffic
Acquisition Costs and Revenue ex-TAC by Region has limitations as
an analytical tool, and you should not consider them in isolation
or as a substitute for analysis of our financial results as
reported under U.S. GAAP. Some of these limitations are: (a) other
companies, including companies in our industry which have similar
business arrangements, may address the impact of TAC differently;
(b) other companies may report Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region or similarly titled measures but
define the regions differently, which reduces their effectiveness
as a comparative measure; and (c) other companies may report
Revenue ex-TAC or similarly titled measures but calculate them
differently, which reduces their usefulness as a comparative
measure. Because of these and other limitations, you should
consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and
Revenue ex-TAC by Region alongside our other U.S. GAAP financial
results, including revenue. The above table provides a
reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by
Region to revenue by region.
|
CRITEO
S.A.
|
Reconciliation of
Adjusted EBITDA to Net Income
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
Net income
|
|
$
|
42,134
|
|
|
$
|
41,474
|
|
|
(2)
|
%
|
|
$
|
95,879
|
|
|
$
|
95,969
|
|
|
0.1
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial (income)
expense
|
|
1,746
|
|
|
1,521
|
|
|
(13)
|
%
|
|
5,084
|
|
|
5,749
|
|
|
13
|
%
|
Provision for income
taxes
|
|
18,299
|
|
|
15,882
|
|
|
(13)
|
%
|
|
46,144
|
|
|
39,496
|
|
|
(14)
|
%
|
Equity awards
compensation expense
|
|
10,267
|
|
|
9,089
|
|
|
(11)
|
%
|
|
67,076
|
|
|
49,132
|
|
|
(27)
|
%
|
Research and
development
|
|
5,005
|
|
|
3,578
|
|
|
(29)
|
%
|
|
21,232
|
|
|
15,036
|
|
|
(29)
|
%
|
Sales and
operations
|
|
5,793
|
|
|
3,009
|
|
|
(48)
|
%
|
|
29,244
|
|
|
19,301
|
|
|
(34)
|
%
|
General and
administrative
|
|
(531)
|
|
|
2,502
|
|
|
NM
|
|
16,600
|
|
|
14,795
|
|
|
(11)
|
%
|
Pension service
costs
|
|
419
|
|
|
383
|
|
|
(9)
|
%
|
|
1,691
|
|
|
1,556
|
|
|
(8)
|
%
|
Research and
development
|
|
204
|
|
|
188
|
|
|
(8)
|
%
|
|
844
|
|
|
760
|
|
|
(10)
|
%
|
Sales and
operations
|
|
88
|
|
|
69
|
|
|
(22)
|
%
|
|
325
|
|
|
283
|
|
|
(13)
|
%
|
General and
administrative
|
|
127
|
|
|
126
|
|
|
(1)
|
%
|
|
522
|
|
|
513
|
|
|
(2)
|
%
|
Depreciation and
amortization expense
|
|
30,675
|
|
|
30,489
|
|
|
(1)
|
%
|
|
103,500
|
|
|
93,488
|
|
|
(10)
|
%
|
Cost of
revenue
|
|
20,477
|
|
|
12,691
|
|
|
(38)
|
%
|
|
67,347
|
|
|
44,866
|
|
|
(33)
|
%
|
Research and
development (1)
|
|
3,412
|
|
|
5,248
|
|
|
54
|
%
|
|
10,602
|
|
|
16,508
|
|
|
56
|
%
|
Sales and
operations (1)
|
|
4,831
|
|
|
10,763
|
|
|
NM
|
|
18,245
|
|
|
24,914
|
|
|
37
|
%
|
General and
administrative
|
|
1,955
|
|
|
1,787
|
|
|
(9)
|
%
|
|
7,306
|
|
|
7,200
|
|
|
(1)
|
%
|
Acquisition-related
costs
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
General and
administrative
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
Restructuring cost
(2)
|
|
—
|
|
|
10,661
|
|
|
NM
|
|
(53)
|
|
|
13,582
|
|
|
NM
|
Research and
development
|
|
—
|
|
|
1,704
|
|
|
NM
|
|
(332)
|
|
|
2,000
|
|
|
NM
|
Sales and
operations
|
|
—
|
|
|
6,614
|
|
|
NM
|
|
290
|
|
|
8,810
|
|
|
NM
|
General and
administrative
|
|
—
|
|
|
2,343
|
|
|
NM
|
|
(11)
|
|
|
2,772
|
|
|
NM
|
Total net
adjustments
|
|
62,628
|
|
|
68,025
|
|
|
9
|
%
|
|
225,180
|
|
|
203,003
|
|
|
(10)
|
%
|
Adjusted EBITDA
(3)
|
|
$
|
104,762
|
|
|
$
|
109,499
|
|
|
5
|
%
|
|
$
|
321,059
|
|
|
$
|
298,972
|
|
|
(7)
|
%
|
|
(1) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized an
accelerated amortization for Manage technology due to a revised
useful life ($2.2 million in Research and development) and an
impairment loss for Manage customers relationships ($4.6 million in
Sales and operations).
|
|
(2) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized
restructuring charges for its new organizational structure
implemented to support its multi-product platform strategy as
detailed below:
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2019
|
(Gain) from
forfeitures of share-based compensation expense
|
(4,849)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
(67)
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
9,432
|
|
|
11,080
|
|
Payroll related
costs
|
6,145
|
|
|
9,474
|
|
Total restructuring
costs
|
10,661
|
|
|
13,582
|
|
|
(3) We
define Adjusted EBITDA as our consolidated earnings before
financial income (expense), income taxes, depreciation and
amortization, adjusted to eliminate the impact of equity awards
compensation expense, pension service costs, restructuring costs,
acquisition-related costs and deferred price consideration.
Adjusted EBITDA is not a measure calculated in accordance with U.S.
GAAP. We have included Adjusted EBITDA because it is a key measure
used by our management and board of directors to understand and
evaluate our core operating performance and trends, to prepare and
approve our annual budget and to develop short-term and long-term
operational plans. In particular, we believe that the elimination
of equity awards compensation expense, pension service costs,
restructuring costs, acquisition-related costs and deferred price
consideration in calculating Adjusted EBITDA can provide a useful
measure for period-to-period comparisons of our business.
Accordingly, we believe that Adjusted EBITDA provides useful
information to investors and others in understanding and evaluating
our results of operations in the same manner as our management and
board of directors. Our use of Adjusted EBITDA has limitations as
an analytical tool, and you should not consider it in isolation or
as a substitute for analysis of our financial results as reported
under U.S. GAAP. Some of these limitations are: (a) although
depreciation and amortization are non-cash charges, the assets
being depreciated and amortized may have to be replaced in the
future, and Adjusted EBITDA does not reflect cash capital
expenditure requirements for such replacements or for new capital
expenditure requirements; (b) Adjusted EBITDA does not reflect
changes in, or cash requirements for, our working capital needs;
(c) Adjusted EBITDA does not reflect the potentially dilutive
impact of equity-based compensation; (d) Adjusted EBITDA does not
reflect tax payments that may represent a reduction in cash
available to us; and (e) other companies, including companies in
our industry, may calculate Adjusted EBITDA or similarly titled
measures differently, which reduces their usefulness as a
comparative measure. Because of these and other limitations, you
should consider Adjusted EBITDA alongside our U.S. GAAP financial
results, including net income.
|
CRITEO
S.A.
|
Reconciliation
from Non-GAAP Operating Expenses to Operating Expenses under
GAAP
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
Development expenses
|
|
$
|
(44,605)
|
|
|
$
|
(40,585)
|
|
|
(9)
|
%
|
|
$
|
(179,263)
|
|
|
$
|
(172,591)
|
|
|
(4)
|
%
|
Equity awards
compensation expense
|
|
5,005
|
|
|
3,578
|
|
|
(29)
|
%
|
|
21,232
|
|
|
15,036
|
|
|
(29)
|
%
|
Depreciation and
Amortization expense (1)
|
|
3,412
|
|
|
5,248
|
|
|
54
|
%
|
|
10,602
|
|
|
16,508
|
|
|
56
|
%
|
Pension service
costs
|
|
204
|
|
|
188
|
|
|
(8)
|
%
|
|
844
|
|
|
760
|
|
|
(10)
|
%
|
Restructuring
costs (2)
|
|
—
|
|
|
1,704
|
|
|
NM
|
|
(332)
|
|
|
2,000
|
|
|
NM
|
Non GAAP - Research
and Development expenses
|
|
(35,984)
|
|
|
(29,867)
|
|
|
(17)
|
%
|
|
(146,917)
|
|
|
(138,287)
|
|
|
(6)
|
%
|
Sales and Operations
expenses
|
|
(93,806)
|
|
|
(98,080)
|
|
|
5
|
%
|
|
(372,707)
|
|
|
(375,477)
|
|
|
1
|
%
|
Equity awards
compensation expense
|
|
5,793
|
|
|
3,009
|
|
|
(48)
|
%
|
|
29,244
|
|
|
19,301
|
|
|
(34)
|
%
|
Depreciation and
Amortization expense (1)
|
|
4,831
|
|
|
10,763
|
|
|
NM
|
|
18,245
|
|
|
24,914
|
|
|
37
|
%
|
Pension service
costs
|
|
88
|
|
|
69
|
|
|
(22)
|
%
|
|
325
|
|
|
283
|
|
|
(13)
|
%
|
Restructuring
costs (2)
|
|
—
|
|
|
6,614
|
|
|
NM
|
|
290
|
|
|
8,810
|
|
|
NM
|
Non GAAP - Sales and
Operations expenses
|
|
(83,094)
|
|
|
(77,625)
|
|
|
(7)
|
%
|
|
(324,603)
|
|
|
(322,169)
|
|
|
(1)
|
%
|
General and
Administrative expenses
|
|
(32,461)
|
|
|
(37,382)
|
|
|
15
|
%
|
|
(135,159)
|
|
|
(139,754)
|
|
|
3
|
%
|
Equity awards
compensation expense
|
|
(531)
|
|
|
2,502
|
|
|
NM
|
|
16,600
|
|
|
14,795
|
|
|
(11)
|
%
|
Depreciation and
Amortization expense
|
|
1,955
|
|
|
1,787
|
|
|
(9)
|
%
|
|
7,306
|
|
|
7,200
|
|
|
(1)
|
%
|
Pension service
costs
|
|
127
|
|
|
126
|
|
|
(1)
|
%
|
|
522
|
|
|
513
|
|
|
(2)
|
%
|
Acquisition
related costs
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
Restructuring
costs (2)
|
|
—
|
|
|
2,343
|
|
|
NM
|
|
(11)
|
|
|
2,772
|
|
|
NM
|
Non GAAP - General
and Administrative expenses
|
|
(29,688)
|
|
|
(30,624)
|
|
|
3
|
%
|
|
(109,004)
|
|
|
(114,474)
|
|
|
5
|
%
|
Total Operating
expenses
|
|
(170,872)
|
|
|
(176,047)
|
|
|
3
|
%
|
|
(687,129)
|
|
|
(687,822)
|
|
|
0.1
|
%
|
Equity awards
compensation expense
|
|
10,267
|
|
|
9,089
|
|
|
(11)
|
%
|
|
67,076
|
|
|
49,132
|
|
|
(27)
|
%
|
Depreciation and
Amortization expense
|
|
10,198
|
|
|
17,798
|
|
|
75
|
%
|
|
36,153
|
|
|
48,622
|
|
|
34
|
%
|
Pension service
costs
|
|
419
|
|
|
383
|
|
|
(9)
|
%
|
|
1,691
|
|
|
1,556
|
|
|
(8)
|
%
|
Acquisition-related costs
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
Restructuring
costs (2)
|
|
—
|
|
|
10,661
|
|
|
NM
|
|
(53)
|
|
|
13,582
|
|
|
NM
|
Total Non GAAP
Operating expenses (3)
|
|
$
|
(148,766)
|
|
|
$
|
(138,116)
|
|
|
(7)
|
%
|
|
$
|
(580,524)
|
|
|
$
|
(574,930)
|
|
|
(1)
|
%
|
|
(1) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized an
accelerated amortization for Manage technology due to a revised
useful life ($2.2 million in Research and development) and an
impairment loss for Manage customers relationships ($4.6 million in
Sales and operations).
|
|
(2) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized
restructuring charges for its new organizational structure
implemented to support its multi-product platform strategy as
detailed below:
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2019
|
(Gain) from
forfeitures of share-based compensation expense
|
(4,849)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
(67)
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
9,432
|
|
|
11,080
|
|
Payroll related
costs
|
6,145
|
|
|
9,474
|
|
Total restructuring
costs
|
10,661
|
|
|
13,582
|
|
|
(3) We
define Non-GAAP Operating Expenses as our consolidated operating
expenses adjusted to eliminate the impact of depreciation and
amortization, equity awards compensation expense, pension service
costs, restructuring costs, acquisition-related costs and deferred
price consideration. The Company uses Non-GAAP Operating Expenses
to understand and compare operating results across accounting
periods, for internal budgeting and forecasting purposes, for
short-term and long-term operational plans, and to assess and
measure our financial performance and the ability of our operations
to generate cash. We believe Non-GAAP Operating Expenses reflects
our ongoing operating expenses in a manner that allows for
meaningful period-to-period comparisons and analysis of trends in
our business. As a result, we believe that Non-GAAP Operating
Expenses provides useful information to investors in understanding
and evaluating our core operating performance and trends in the
same manner as our management and in comparing financial results
across periods. In addition, Non-GAAP Operating Expenses is a key
component in calculating Adjusted EBITDA, which is one of the key
measures we use to provide our quarterly and annual business
outlook to the investment community.
|
CRITEO
S.A.
|
Detailed
Information on Selected Items
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
Equity awards
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
$
|
5,005
|
|
|
$
|
3,578
|
|
|
(29)
|
%
|
|
$
|
21,232
|
|
|
$
|
15,036
|
|
|
(29)
|
%
|
Sales and
operations
|
|
5,793
|
|
|
3,009
|
|
|
(48)
|
%
|
|
29,244
|
|
|
19,301
|
|
|
(34)
|
%
|
General and
administrative
|
|
(531)
|
|
|
2,502
|
|
|
NM
|
|
16,600
|
|
|
14,795
|
|
|
(11)
|
%
|
Total equity awards
compensation expense
|
|
10,267
|
|
|
9,089
|
|
|
(11)
|
%
|
|
67,076
|
|
|
49,132
|
|
|
(27)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension service
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
204
|
|
|
188
|
|
|
(8)
|
%
|
|
844
|
|
|
760
|
|
|
(10)
|
%
|
Sales and
operations
|
|
88
|
|
|
69
|
|
|
(22)
|
%
|
|
325
|
|
|
283
|
|
|
(13)
|
%
|
General and
administrative
|
|
127
|
|
|
126
|
|
|
(1)
|
%
|
|
522
|
|
|
513
|
|
|
(2)
|
%
|
Total pension service
costs
|
|
419
|
|
|
383
|
|
|
(9)
|
%
|
|
1,691
|
|
|
1,556
|
|
|
(8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
20,477
|
|
|
12,691
|
|
|
(38)
|
%
|
|
67,347
|
|
|
44,866
|
|
|
(33)
|
%
|
Research and
development (1)
|
|
3,412
|
|
|
5,248
|
|
|
54
|
%
|
|
10,602
|
|
|
16,508
|
|
|
56
|
%
|
Sales and operations
(1)
|
|
4,831
|
|
|
10,763
|
|
|
NM
|
|
18,245
|
|
|
24,914
|
|
|
37
|
%
|
General and
administrative
|
|
1,955
|
|
|
1,787
|
|
|
(9)
|
%
|
|
7,306
|
|
|
7,200
|
|
|
(1)
|
%
|
Total depreciation
and amortization expense
|
|
30,675
|
|
|
30,489
|
|
|
(1)
|
%
|
|
103,500
|
|
|
93,488
|
|
|
(10)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
Total
acquisition-related costs
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
—
|
|
|
1,704
|
|
|
NM
|
|
(332)
|
|
|
2,000
|
|
|
NM
|
Sales and
operations
|
|
—
|
|
|
6,614
|
|
|
NM
|
|
290
|
|
|
8,810
|
|
|
NM
|
General and
administrative
|
|
—
|
|
|
2,343
|
|
|
NM
|
|
(11)
|
|
|
2,772
|
|
|
NM
|
Total restructuring
costs
|
|
$
|
—
|
|
|
$
|
10,661
|
|
|
NM
|
|
$
|
(53)
|
|
|
$
|
13,582
|
|
|
NM
|
|
(1) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized an
accelerated amortization for Manage technology due to a revised
useful life ($2.2 million in Research and development) and an
impairment loss for Manage customers relationships ($4.6 million in
Sales and operations) .
|
|
(2) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized
restructuring charges for its new organizational structure
implemented to support its multi-product platform strategy as
detailed below:
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2019
|
(Gain) from
forfeitures of share-based compensation expense
|
(4,849)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
(67)
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
9,432
|
|
|
11,080
|
|
Payroll related
costs
|
6,145
|
|
|
9,474
|
|
Total restructuring
costs
|
10,661
|
|
|
13,582
|
|
CRITEO
S.A.
|
Reconciliation of
Adjusted Net Income to Net Income
|
(U.S. dollars in
thousands except share and per share data,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
42,134
|
|
|
$
|
41,474
|
|
|
(2)
|
%
|
|
$
|
95,879
|
|
|
$
|
95,969
|
|
|
0.1
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
10,267
|
|
|
9,089
|
|
|
(11)
|
%
|
|
67,076
|
|
|
49,132
|
|
|
(27)
|
%
|
Amortization of
acquisition-related intangible assets (1)
|
|
4,996
|
|
|
11,513
|
|
|
NM
|
|
15,821
|
|
|
27,906
|
|
|
76
|
%
|
Acquisition-related
costs
|
|
1,222
|
|
|
—
|
|
|
(100)
|
%
|
|
1,738
|
|
|
—
|
|
|
(100)
|
%
|
Restructuring costs
(2)
|
|
—
|
|
|
10,661
|
|
|
NM
|
|
(53)
|
|
|
13,582
|
|
|
NM
|
Tax impact of the
above adjustments
|
|
(2,218)
|
|
|
(3,219)
|
|
|
(45)
|
%
|
|
(11,723)
|
|
|
(11,190)
|
|
|
(5)
|
%
|
Total net
adjustments
|
|
14,267
|
|
|
28,044
|
|
|
97
|
%
|
|
72,859
|
|
|
79,430
|
|
|
9
|
%
|
Adjusted net income
(3)
|
|
$
|
56,401
|
|
|
$
|
69,518
|
|
|
23
|
%
|
|
$
|
168,738
|
|
|
$
|
175,399
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
66,220,030
|
|
|
63,430,621
|
|
|
|
|
66,456,890
|
|
|
64,305,965
|
|
|
|
-
Diluted
|
|
67,043,794
|
|
|
64,655,065
|
|
|
|
|
67,662,904
|
|
|
65,598,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
|
0.85
|
|
|
$
|
1.10
|
|
|
29
|
%
|
|
$
|
2.54
|
|
|
$
|
2.73
|
|
|
7
|
%
|
-
Diluted
|
|
$
|
0.84
|
|
|
$
|
1.08
|
|
|
29
|
%
|
|
$
|
2.49
|
|
|
$
|
2.67
|
|
|
7
|
%
|
|
(1) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized an
accelerated amortization for Manage technology due to a revised
useful life ($2.2 million in Research and development) and an
impairment loss for Manage customers relationships ($4.6 million in
Sales and operations) .
|
|
(2) For
the Three Months Ended December 31, 2019 and the Twelve Months
Ended December 31, 2019, respectively, the Company recognized
restructuring charges for its new organizational structure
implemented to support its multi-product platform strategy as
detailed below:
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2019
|
(Gain) from
forfeitures of share-based compensation expense
|
(4,849)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
(67)
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
9,432
|
|
|
11,080
|
|
Payroll and
Facilities related costs
|
6,145
|
|
|
9,474
|
|
Total restructuring
costs
|
10,661
|
|
|
13,582
|
|
|
(3) We
define Adjusted Net Income as our net income adjusted to eliminate
the impact of equity awards compensation expense, amortization of
acquisition-related intangible assets, restructuring costs,
acquisition-related costs and deferred price consideration and the
tax impact of the foregoing adjustments. Adjusted Net Income is not
a measure calculated in accordance with U.S. GAAP. We have included
Adjusted Net Income because it is a key measure used by our
management and board of directors to evaluate operating
performance, generate future operating plans and make strategic
decisions regarding the allocation of capital. In particular, we
believe that the elimination of equity awards compensation expense,
amortization of acquisition-related intangible assets,
acquisition-related costs and deferred price consideration,
restructuring costs and the tax impact of the foregoing adjustments
in calculating Adjusted Net Income can provide a useful measure for
period-to-period comparisons of our business. Accordingly, we
believe that Adjusted Net Income provides useful information to
investors and others in understanding and evaluating our results of
operations in the same manner as our management and board of
directors. Our use of Adjusted Net Income has limitations as an
analytical tool, and you should not consider it in isolation or as
a substitute for analysis of our financial results as reported
under U.S. GAAP. Some of these limitations are: (a) Adjusted Net
Income does not reflect the potentially dilutive impact of
equity-based compensation or the impact of certain acquisition
related costs; and (b) other companies, including companies in our
industry, may calculate Adjusted Net Income or similarly titled
measures differently, which reduces their usefulness as a
comparative measure. Because of these and other limitations, you
should consider Adjusted Net Income alongside our other U.S.
GAAP-based financial results, including net income.
|
CRITEO
S.A.
|
Constant Currency
Reconciliation
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
2018
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported
|
|
$
|
670,096
|
|
|
$
|
652,640
|
|
|
(3)
|
%
|
|
$
|
2,300,314
|
|
|
$
|
2,261,516
|
|
|
(2)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
|
5,531
|
|
|
|
|
|
|
51,373
|
|
|
|
Revenue at constant
currency(1)
|
|
670,096
|
|
|
658,171
|
|
|
(2)
|
%
|
|
2,300,314
|
|
|
2,312,889
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
|
(398,238)
|
|
|
(386,388)
|
|
|
(3)
|
%
|
|
(1,334,334)
|
|
|
(1,314,947)
|
|
|
(1)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
|
(3,249)
|
|
|
|
|
|
|
(28,831)
|
|
|
|
Traffic Acquisition
Costs at constant currency(1)
|
|
(398,238)
|
|
|
(389,637)
|
|
|
(2)
|
%
|
|
(1,334,334)
|
|
|
(1,343,778)
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC as
reported(2)
|
|
271,858
|
|
|
266,252
|
|
|
(2)
|
%
|
|
965,980
|
|
|
946,569
|
|
|
(2)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
|
2,283
|
|
|
|
|
|
|
22,542
|
|
|
|
Revenue ex-TAC at
constant currency(2)
|
|
271,858
|
|
|
268,535
|
|
|
(1)
|
%
|
|
965,980
|
|
|
969,111
|
|
|
0.3
|
%
|
Revenue
ex-TAC(2)/Revenue as reported
|
|
41
|
%
|
|
41
|
%
|
|
|
|
42
|
%
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(38,807)
|
|
|
(31,328)
|
|
|
(19)
|
%
|
|
(131,744)
|
|
|
(117,533)
|
|
|
(11)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
|
(291)
|
|
|
|
|
|
|
(1,856)
|
|
|
|
Other cost of revenue
at constant currency(1)
|
|
(38,807)
|
|
|
(31,619)
|
|
|
(19)
|
%
|
|
(131,744)
|
|
|
(119,389)
|
|
|
(9)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(3)
|
|
104,762
|
|
|
109,499
|
|
|
5
|
%
|
|
321,059
|
|
|
298,972
|
|
|
(7)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
|
1,936
|
|
|
|
|
|
|
11,370
|
|
|
|
Adjusted
EBITDA(3) at constant currency(1)
|
|
$
|
104,762
|
|
|
$
|
111,435
|
|
|
6
|
%
|
|
$
|
321,059
|
|
|
$
|
310,342
|
|
|
(3)
|
%
|
Adjusted
EBITDA(3)/Revenue ex-TAC(2)
|
|
39
|
%
|
|
41
|
%
|
|
|
|
33
|
%
|
|
32
|
%
|
|
|
|
(1)
Information herein with respect to results presented on a constant
currency basis is computed by applying prior period average
exchange rates to current period results. We have included results
on a constant currency basis because it is a key measure used by
our management and Board of directors to evaluate operating
performance. Management reviews and analyzes business results
excluding the effect of foreign currency translation because they
believe this better represents our underlying business trends. The
table above reconciles the actual results presented in this section
with the results presented on a constant currency basis.
|
|
(2)
Revenue ex-TAC is not a measure calculated in accordance with U.S.
GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by
Region to Revenue by Region" for a reconciliation of Revenue Ex-TAC
to revenue.
|
|
(3)
Adjusted EBITDA is not a measure calculated in accordance with U.S.
GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to
Net Income" for a reconciliation of Adjusted EBITDA to net
income.
|
CRITEO
S.A.
|
Information on
Share Count
|
(unaudited)
|
|
|
|
Twelve Months
Ended
|
|
|
December
31,
|
|
|
2018
|
|
2019
|
Shares outstanding as
at January 1,
|
|
66,085,097
|
|
|
64,249,084
|
|
Weighted average
number of shares issued during the period
|
|
371,793
|
|
|
56,881
|
|
Basic number of
shares - Basic EPS basis
|
|
66,456,890
|
|
|
64,305,965
|
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
1,206,014
|
|
|
1,292,623
|
|
Diluted number of
shares - Diluted EPS basis
|
|
67,662,904
|
|
|
65,598,588
|
|
|
|
|
|
|
Shares issued as at
December 31, before Treasure stocks
|
|
67,708,203
|
|
|
66,197,181
|
|
Treasury stock as of
December 31,
|
|
(3,459,119)
|
|
|
(3,903,673)
|
|
Shares outstanding as
of December 31, after Treasury stocks
|
|
64,249,084
|
|
|
62,293,508
|
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
8,259,272
|
|
|
7,914,860
|
|
Fully diluted shares
as at December 31,
|
|
72,508,356
|
|
|
70,208,368
|
|
CRITEO
S.A.
|
Supplemental
Financial Information and Operating Metrics
|
(U.S. dollars in
thousands except where stated, unaudited)
|
|
|
Q1
2018
|
Q2
2018
|
Q3
2018
|
Q4
2018
|
Q1
2019
|
Q2
2019
|
Q3
2019
|
Q4
2019
|
YoY
Change
|
QoQ
Change
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
18,528
|
18,936
|
19,213
|
19,419
|
19,373
|
19,733
|
19,971
|
20,247
|
4%
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
564,164
|
537,185
|
528,869
|
670,096
|
558,123
|
528,147
|
522,606
|
652,640
|
(3)%
|
25%
|
Americas
|
212,695
|
212,781
|
211,247
|
317,350
|
217,993
|
213,974
|
213,937
|
306,250
|
(3)%
|
43%
|
EMEA
|
222,611
|
201,080
|
195,230
|
220,904
|
209,643
|
194,359
|
185,556
|
216,639
|
(2)%
|
17%
|
APAC
|
128,858
|
123,324
|
122,392
|
131,842
|
130,487
|
119,814
|
123,113
|
129,751
|
(2)%
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
(323,746)
|
(306,963)
|
(305,387)
|
(398,238)
|
(322,429)
|
(304,229)
|
(301,901)
|
(386,388)
|
(3)%
|
28%
|
Americas
|
(131,521)
|
(125,502)
|
(126,406)
|
(196,168)
|
(131,545)
|
(129,491)
|
(129,047)
|
(189,092)
|
(4)%
|
47%
|
EMEA
|
(119,893)
|
(112,577)
|
(111,131)
|
(128,053)
|
(117,291)
|
(107,401)
|
(103,899)
|
(124,939)
|
(2)%
|
20%
|
APAC
|
(72,332)
|
(68,884)
|
(67,850)
|
(74,017)
|
(73,593)
|
(67,337)
|
(68,955)
|
(72,357)
|
(2)%
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
240,418
|
230,222
|
223,482
|
271,858
|
235,694
|
223,918
|
220,705
|
266,252
|
(2)%
|
21%
|
Americas
|
81,174
|
87,279
|
84,841
|
121,182
|
86,448
|
84,483
|
84,890
|
117,158
|
(3)%
|
38%
|
EMEA
|
102,718
|
88,503
|
84,099
|
92,851
|
92,352
|
86,958
|
81,657
|
91,700
|
(1)%
|
12%
|
APAC
|
56,526
|
54,440
|
54,542
|
57,825
|
56,894
|
52,477
|
54,158
|
57,394
|
(1)%
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
84,527
|
40,341
|
50,256
|
85,600
|
67,220
|
52,964
|
43,289
|
59,359
|
(31)%
|
37%
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
32,567
|
17,847
|
29,656
|
45,408
|
23,684
|
32,792
|
23,944
|
17,520
|
(61)%
|
(27)%
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures/Revenue
|
6%
|
3%
|
6%
|
7%
|
4%
|
6%
|
5%
|
3%
|
N.A
|
N.A
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
483,874
|
480,285
|
458,690
|
364,426
|
395,771
|
422,053
|
409,178
|
418,763
|
15%
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
2,675
|
2,678
|
2,737
|
2,744
|
2,813
|
2,873
|
2,794
|
2,755
|
0.4%
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding (days - end of month)
|
60
|
61
|
60
|
58
|
59
|
58
|
57
|
52
|
N.A
|
N.A
|
|
(1) We
define Revenue ex-TAC as our revenue excluding traffic acquisition
costs generated over the applicable measurement period. Revenue
ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by
Region are not measures calculated in accordance with U.S. GAAP. We
have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region because they are key measures used by
our management and board of directors to evaluate operating
performance, generate future operating plans and make strategic
decisions regarding the allocation of capital. In particular, we
believe that the elimination of TAC from revenue and review of
these measures by region can provide useful measures for
period-to-period comparisons of our business. Accordingly, we
believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region provide useful information to
investors and others in understanding and evaluating our results of
operations in the same manner as our management and board of
directors. Our use of Revenue ex-TAC and Revenue, Traffic
Acquisition Costs and Revenue ex-TAC by Region has limitations as
an analytical tool, and you should not consider them in isolation
or as a substitute for analysis of our financial results as
reported under U.S. GAAP. Some of these limitations are: (a) other
companies, including companies in our industry which have similar
business arrangements, may address the impact of TAC differently;
(b) other companies may report Revenue, Traffic Acquisition Costs
and Revenue ex-TAC by Region or similarly titled measures but
define the regions differently, which reduces their effectiveness
as a comparative measure; and (c) other companies may report
Revenue ex-TAC or similarly titled measures but calculate them
differently, which reduces their usefulness as a comparative
measure. Because of these and other limitations, you should
consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and
Revenue ex-TAC by Region alongside our other U.S. GAAP financial
results, including revenue. The above table provides a
reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by
Region to revenue by region.
|
View original
content:http://www.prnewswire.com/news-releases/criteo-reports-results-for-the-fourth-quarter-and-fiscal-year-2019-301002343.html
SOURCE Criteo S.A.