NEW YORK, Feb. 22, 2017 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO), the performance marketing technology company, today
announced financial results for the fourth quarter and fiscal year
ended December 31, 2016.
- Q4 revenue increased 43%, or 43% at constant
currency,1 to $567
million.
- Fiscal year revenue increased 36%, or 36% at constant currency,
to $1,799 million.
- Q4 revenue excluding traffic acquisition costs, or Revenue
ex-TAC,2 grew 41%, or 41% at constant currency, to
$225 million. Excluding Criteo
Sponsored Products, formerly HookLogic,3 Q4 Revenue
ex-TAC grew 33%, or 33% at constant currency, to $213 million, or 41% of revenue.
- Fiscal year Revenue ex-TAC grew 37%, or 37% at constant
currency, to $730 million. Excluding
Criteo Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or
34% at constant currency, to $718
million, or 41% of revenue.
- Q4 net income increased 5% to $41
million, or 7% of revenue and 18% of Revenue ex-TAC.
- Fiscal year net income increased 40% to $87 million, or 5% of revenue and 12% of Revenue
ex-TAC.
- Q4 Adjusted EBITDA3 increased 55% to $83 million. Excluding Criteo Sponsored Products,
Q4 Adjusted EBITDA increased 46% to $78
million, or 15% of revenue and 37% of Revenue ex-TAC.
- Fiscal year Adjusted EBITDA increased 57% to $225 million. Excluding Criteo Sponsored
Products, fiscal year Adjusted EBITDA increased 53% to $219 million, or 13% of revenue and 31% of
Revenue ex-TAC.
- Q4 Adjusted Net Income per diluted share3 grew 16%
to $0.84.
- Fiscal year Adjusted Net Income per diluted share grew 51% to
$2.08.
- Q4 cash flow from operating activities excluding Criteo
Sponsored Products increased 15% to $77
million.
- Fiscal year cash flow from operating activities excluding
Criteo Sponsored Products increased 16% to $159 million.
- Q4 Free Cash Flow3 excluding Criteo Sponsored
Products increased 15% to $55
million.
- Fiscal year Free Cash Flow excluding Criteo Sponsored Products
increased 31% to $82 million.
"We made great progress in 2016," said Eric Eichmann, CEO. "We bolstered our
performance marketing platform for commerce and brands and opened
exciting new avenues of growth."
"We continued to deliver rapid growth, expanding profitability
and strong cash flow," said Benoit Fouilland, CFO. "This attractive
combination demonstrates the unique attributes of our model."
Operating Highlights
- We added close to 1,600 net clients in Q4 including Criteo
Sponsored products, surpassing 14,400 clients.
- Revenue ex-TAC from existing clients, live in Q4 2015 and still
live in Q4 2016, grew 20% at constant currency, demonstrating our
ability to drive revenue expansion within our customer base.
- Close to 63% of our Revenue ex-TAC in Q4 excluding Criteo
Sponsored Products was generated on mobile ads.
- Users matched through our Universal Match technology generated
60% of Revenue ex-TAC, reflecting the growing adoption of our
solution and the high value of matched users for advertisers.
- On October 25, 2016, we launched
Criteo Predictive Search, a groundbreaking product that brings our
proven performance-based approach to the large and fast-growing
Google Shopping market.
Acquisition of HookLogic
On November 9, 2016, Criteo
completed the acquisition of HookLogic, Inc., a New York-based company connecting many of the
world's largest ecommerce retailers with consumer brand
manufacturers. The acquisition of HookLogic expands Criteo's
business to brand manufacturers and strengthens our performance
marketing platform for commerce and brands. We now offer
HookLogic's products under the "Criteo Sponsored Products"
name.
Revenue and Revenue ex-TAC
Q4 revenue grew 43%, or 43% at constant currency, to
$567 million (Q4 2015: $397 million). Excluding Criteo Sponsored
Products, Q4 revenue increased 31%, or 31% at constant currency, to
$522 million.
Fiscal year revenue grew 36%, or 36% at constant currency, to
$1,799 million (2015: $1,323 million). Excluding Criteo Sponsored
Products, fiscal year revenue increased 33%, or 32% at constant
currency, to $1,754 million.
Q4 Revenue ex-TAC grew 41%, or 41% at constant currency, to
$225 million (Q4 2015: $160 million). Excluding Criteo Sponsored
Products, Q4 Revenue ex-TAC grew 33%, or 33% at constant currency,
to $213 million. This increase was
primarily driven by continued innovation in technology and
products, a record addition of new clients and a broader access to
publisher inventory.
Fiscal year Revenue ex-TAC grew 37%, or 37% at constant
currency, to $730 million (2015:
$534 million). Excluding Criteo
Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or 34% at
constant currency, to $718
million.
- In the Americas region, Q4 Revenue ex-TAC grew by 52%, or 50%
at constant currency, to $99 million
(Q4 2015: $65 million) and
represented 44% of total Revenue ex-TAC.
- Americas Revenue ex-TAC for fiscal year 2016 grew by 42%, or
42% at constant currency, to $279
million (2015: $197 million)
and represented 38% of total Revenue ex-TAC.
- In the EMEA region, Q4 Revenue ex-TAC grew by 30%, or 36% at
constant currency, to $81 million (Q4
2015: $62 million) and represented
36% of total Revenue ex-TAC.
- EMEA Revenue ex-TAC for fiscal year 2016 increased by 26%, or
30% at constant currency, to $287
million (2015: $227 million)
and represented 39% of total Revenue ex-TAC.
- In the Asia-Pacific region, Q4
Revenue ex-TAC grew by 38%, or 29% at constant currency, to
$45 million (Q4 2015: $32 million) and represented 20% of total Revenue
ex-TAC.
- Asia-Pacific Revenue ex-TAC for fiscal year 2016 grew by 50%,
or 40% at constant currency, to $164
million (2015: $110 million)
and represented 22% of total Revenue ex-TAC.
Q4 Revenue ex-TAC margin as a percentage of revenue was 40%, in
line with expectations. Excluding Criteo Sponsored Products, Q4
Revenue ex-TAC margin as a percentage of revenue was 41%, in line
with prior quarters.
Fiscal year Revenue ex-TAC margin as a percentage of revenue was
41%, in line with prior years. Excluding Criteo Sponsored Products,
fiscal year Revenue ex-TAC margin as a percentage of revenue was
41%.
Net Income and Adjusted Net Income
Q4 net income increased 5% to $41
million (Q4 2015: $39
million). Q4 net income available to shareholders of Criteo
S.A. increased 4% to $39 million, or
$0.60 per share on a diluted basis
(Q4 2015: $38 million, or
$0.58 per share on a diluted basis).
Excluding Criteo Sponsored Products, Q4 net income decreased 2% to
$38 million.
Fiscal year net income increased 40% to $87 million (2015: $62
million). Fiscal year net income available to shareholders
of Criteo S.A. increased 38% to $82
million, or $1.25 per share on
a diluted basis (2015: $60 million,
or $0.91 per share on a diluted
basis). Excluding Criteo Sponsored Products, fiscal year net income
increased 36% to $85 million.
Q4 Adjusted Net Income, defined as 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 and the
tax impact of these adjustments, grew 18% to $55 million, or $0.84 per share on a diluted basis (Q4 2015:
$47 million, or $0.72 per share on a diluted basis).
Fiscal year Adjusted Net Income increased 52% to $137 million, or $2.08 per share on a diluted basis (2015:
$90 million, or $1.38 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Q4 Adjusted EBITDA increased 55%, or 55% at constant currency,
to $83 million (Q4 2015: $53 million). Excluding Criteo Sponsored
Products, Q4 Adjusted EBITDA increased 46%, or 45% at constant
currency, to $78 million. This
increase in Adjusted EBITDA is primarily the result of the strong
Revenue ex-TAC performance across all regions in the quarter.
Fiscal year Adjusted EBITDA increased 57%, or 55% at constant
currency, to $225 million (2015:
$143 million). Excluding Criteo
Sponsored Products, fiscal year Adjusted EBITDA increased 53%, or
52% at constant currency to $219
million.
Q4 Adjusted EBITDA margin as a percentage of revenue improved
120 basis points to 15% (Q4 2015: 13%) and 350 basis points as a
percentage of Revenue ex-TAC to 37% (Q4 2015: 33%). Excluding
Criteo Sponsored Products, Q4 Adjusted EBITDA margin as a
percentage of revenue improved 150 basis points to 15% and 320
basis points as a percentage of Revenue ex-TAC to 37%.
Fiscal year Adjusted EBITDA margin as a percentage of revenue
improved 160 basis points to 12% (2015: 11%) and 390 basis points
as a percentage of Revenue ex-TAC to 31% (2015: 27%).
Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA
margin as a percentage of revenue improved 170 basis points to 13%
and 370 basis points to 31% as a percentage of Revenue ex-TAC.
Q4 operating expenses increased by 37% to $148 million (Q4 2015: $108 million). Excluding Criteo Sponsored
Products, Q4 operating expenses increased by 29% to $139 million.
Q4 operating expenses adjusted to eliminate the impact of
depreciation and amortization, equity awards compensation expense,
pension service costs, acquisition-related costs and deferred price
consideration, which we refer to as Non-GAAP Operating Expenses,
increased by 32% to $128 million (Q4
2015: $97 million). This increase is
primarily related to year-over-year headcount growth, including
CSP, in Research & Development (51%), Sales & Operations
(32%) and General & Administration (29%) to further expand our
organization. Excluding Criteo Sponsored Products, Q4 Non-GAAP
Operating Expenses increased by 25% to $122
million.
Excluding Criteo Sponsored Products, Q4 Non-GAAP Operating
Expenses as a percentage of revenue decreased by over 110 basis
points to 23% (2015: 25%) and by 350 basis points to 57% as a
percentage of Revenue ex-TAC (2015: 61%).
Fiscal year operating expenses increased by 32% to $524 million (2015: $395
million). Excluding Criteo Sponsored Products, fiscal year
operating expenses increased by 30% to $515
million.
Fiscal year Non-GAAP Operating Expenses increased 28% to
$459 million (2015: $358 million). Excluding Criteo Sponsored
Products, fiscal year Non-GAAP Operating Expenses increased by 26%
to $452 million
Excluding Criteo Sponsored Products, fiscal year Non-GAAP
Operating Expenses as a percentage of revenue decreased by 130
basis points to 26% (2015: 27%) and by 410 basis points to 63% as a
percentage of Revenue ex-TAC (2015: 67%).
Cash Flow and Cash Position
Q4 cash flow from operating activities increased 7% to
$72 million (Q4 2015: $67 million). Excluding Criteo Sponsored
Products, Q4 cash flow from operating activities increased 15% to
$77 million.
Fiscal year cash flow from operating activities increased 12% to
$153 million (2015: $137 million). Excluding Criteo Sponsored
Products, fiscal year cash flow from operating activities increased
16% to $159 million.
Q4 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, grew 2% to $49 million (Q4 2015: $48 million). Excluding Criteo Sponsored
Products, Q4 Free Cash Flow grew 15% to $55
million.
Fiscal year Free Cash Flow increased 21% to $76 million (2015: $63
million). Excluding Criteo Sponsored Products, fiscal year
Free Cash Flow increased 31% to $82
million.
Total cash and cash equivalents were $270
million as of December 31, 2016 (2015: $354 million).
Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of February 22, 2017.
First Quarter 2017 Guidance:
- We expect Revenue ex-TAC to be between $200 million and $205 million. At the foreign
exchange rates provided in connection with our Q4 2016 guidance,
this would equate to Revenue ex-TAC between $208 million and $213 million.
- We expect Adjusted EBITDA to be between $47 million and $52 million. At the foreign
exchange rates provided in connection with our Q4 2016 guidance
this would equate to Adjusted EBITDA between $51 million and $56 million.
Fiscal Year 2017 Guidance:
- We expect Revenue ex-TAC growth to be between 27% and 31% at
constant currency.
- We expect Adjusted EBITDA margin as a percentage of Revenue
ex-TAC to increase between 0 basis point and 50 basis points.
The above guidance for the first quarter ending March 31, 2017 and the fiscal year ending
December 31, 2017 assumes the
following exchange rates for the main currencies having an impact
on our business: a U.S. dollar-euro rate of 0.94, a U.S.
dollar-Japanese yen rate of 116, a U.S. dollar-British pound rate
of 0.81 and a U.S. dollar-Brazilian real rate of 3.25.
The above guidance assumes no acquisitions are completed during
the fiscal year ending December 31, 2017.
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. We expect the
variability of the above charges to have a significant, and
potentially unpredictable, 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 Net
Income per diluted share, 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, 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, service
costs (pension), 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, and the tax impact of these
adjustments. Adjusted Net Income and Adjusted Net Income per
diluted share 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, and the tax impact of these
adjustments, Adjusted Net Income and Adjusted Net Income per
diluted share can provide useful measures for period-to-period
comparisons of our business. Accordingly, we believe that Adjusted
Net Income and Adjusted Net Income per diluted share 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, 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,
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 ending
March 31, 2017 and the fiscal year ending December 31,
2017, 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 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, the
impact of competition, uncertainty regarding international growth
and expansion, uncertainty regarding legislative, regulatory or
self-regulatory developments regarding data privacy matters,
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 February 29, 2016, 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 22, 2017, 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.
Conference call
details:
|
• 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) delivers personalized performance
marketing at an extensive scale. Measuring return on post-click
sales, Criteo makes ROI transparent and easy to measure. Criteo has
over 2,500 employees in more than 30 offices across the Americas,
EMEA and Asia-Pacific, serving
over 14,000 advertisers worldwide and with direct relationships
with thousands of publishers.
For more information, please visit www.criteo.com.
|
|
|
1 Growth
at constant currency excludes the impact of foreign currency
fluctuations and is computed by applying the 2015 average exchange
rates for the relevant
period to 2016 figures.
|
2 Revenue
ex-TAC, Adjusted EBITDA, Adjusted Net Income per diluted share and
Free Cash Flow are not measures calculated in accordance with U.S.
GAAP.
|
3
Excluding the contribution of Criteo Sponsored Products (formerly
HookLogic) for the period from November 9, 2016 until December 31,
2016.
|
Financial information to follow
CRITEO
S.A.
Consolidated
Statement of Financial Position
(U.S. dollars in
thousands)
(unaudited)
|
|
|
|
|
|
December
31,
|
|
December
31,
|
|
2015
|
|
2016
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash equivalents
|
$
|
353,537
|
|
$
|
270,317
|
Trade receivables, net of allowances
|
261,581
|
|
397,244
|
Income taxes
|
2,714
|
|
2,741
|
Other taxes
|
29,552
|
|
52,942
|
Other current assets
|
16,030
|
|
19,340
|
Total current assets
|
663,414
|
|
742,584
|
Property, plant and
equipment, net
|
82,482
|
|
108,581
|
Intangible assets,
net
|
16,470
|
|
102,944
|
Goodwill
|
41,973
|
|
209,418
|
Non-current financial
assets
|
17,184
|
|
17,029
|
Deferred tax
assets
|
20,196
|
|
30,630
|
Total non-current assets
|
178,305
|
|
468,602
|
Total
assets
|
$
|
841,719
|
|
$
|
1,211,186
|
Liabilities and
shareholders' equity
|
|
|
|
Current
liabilities:
|
|
|
|
Trade payables
|
$
|
246,382
|
|
$
|
365,788
|
Contingencies
|
668
|
|
654
|
Income taxes
|
15,365
|
|
14,454
|
Financial liabilities - current portion
|
7,156
|
|
7,969
|
Other taxes
|
30,463
|
|
44,831
|
Employee - related payables
|
42,275
|
|
55,874
|
Other current liabilities
|
15,531
|
|
30,221
|
Total current liabilities
|
357,840
|
|
519,791
|
Deferred tax
liabilities
|
139
|
|
686
|
Retirement benefit
obligation
|
1,445
|
|
3,221
|
Financial liabilities
- non current portion
|
3,272
|
|
77,611
|
Total non-current liabilities
|
4,856
|
|
81,518
|
Total
liabilities
|
362,696
|
|
601,309
|
Commitments and
contingencies
|
|
|
|
Shareholders'
equity:
|
|
|
|
Common shares,
€0.025 per value, 62,470,881 and 63,978,204 shares authorized,
issued and outstanding at December 31, 2015 and December 31, 2016,
respectively.
|
2,052
|
|
2,093
|
Additional paid-in
capital
|
425,220
|
|
488,277
|
Accumulated other
comprehensive (loss)
|
(69,023)
|
|
(88,593)
|
Retained
earnings
|
116,076
|
|
198,355
|
Equity - attributable
to shareholders of Criteo S.A.
|
474,325
|
|
600,132
|
Non-controlling
interests
|
4,698
|
|
9,745
|
Total
equity
|
479,023
|
|
609,877
|
Total equity and
liabilities
|
$
|
841,719
|
|
$
|
1,211,186
|
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,
|
|
|
|
2015
|
|
2016
|
|
YoY
Change
|
|
2015
|
|
2016
|
|
YoY
Change
|
Revenue
|
$
|
397,018
|
|
$
|
566,825
|
|
43
|
%
|
|
$
|
1,323,169
|
|
$
|
1,799,146
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
(237,056)
|
|
(341,877)
|
|
44
|
%
|
|
(789,152)
|
|
(1,068,911)
|
|
35
|
%
|
Other cost of
revenue
|
(17,782)
|
|
(24,309)
|
|
37
|
%
|
|
(62,201)
|
|
(85,260)
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
142,180
|
|
200,639
|
|
41
|
%
|
|
471,816
|
|
644,975
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
(26,665)
|
|
(35,552)
|
|
33
|
%
|
|
(86,807)
|
|
(123,649)
|
|
42
|
%
|
Sales and operations
expenses
|
(60,410)
|
|
(80,991)
|
|
34
|
%
|
|
(229,530)
|
|
(282,853)
|
|
23
|
%
|
General and
administrative expenses
|
(21,280)
|
|
(31,630)
|
|
49
|
%
|
|
(79,145)
|
|
(117,469)
|
|
48
|
%
|
Total Operating
expenses
|
(108,355)
|
|
(148,173)
|
|
37
|
%
|
|
(395,482)
|
|
(523,971)
|
|
32
|
%
|
Income from
operations
|
33,825
|
|
52,466
|
|
55
|
%
|
|
76,334
|
|
121,004
|
|
59
|
%
|
Financial income
(expense)
|
735
|
|
1,435
|
|
95
|
%
|
|
(4,541)
|
|
(546)
|
|
(88)
|
%
|
Income before
taxes
|
34,560
|
|
53,901
|
|
56
|
%
|
|
71,793
|
|
120,458
|
|
68
|
%
|
Provision for income
taxes
|
4,378
|
|
(13,161)
|
|
(401)
|
%
|
|
(9,517)
|
|
(33,129)
|
|
248
|
%
|
Net
Income
|
$
|
38,938
|
|
$
|
40,740
|
|
5
|
%
|
|
$
|
62,276
|
|
$
|
87,329
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available
to shareholders of Criteo
S.A.
|
$
|
37,936
|
|
$
|
39,403
|
|
|
|
$
|
59,553
|
|
$
|
82,272
|
|
|
Net income available
to non-controlling
interests
|
$
|
1,002
|
|
$
|
1,337
|
|
|
|
$
|
2,723
|
|
$
|
5,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding used in
computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
62,348,620
|
|
63,760,491
|
|
|
|
61,835,499
|
|
63,337,792
|
|
|
Diluted
|
65,092,423
|
|
66,145,704
|
|
|
|
65,096,486
|
|
65,633,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to shareholders of Criteo
S.A. per share:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
0.61
|
|
0.62
|
|
|
|
0.96
|
|
1.30
|
|
|
Diluted
|
0.58
|
|
0.60
|
|
|
|
0.91
|
|
1.25
|
|
|
CRITEO
S.A.
Consolidated
Statement of Cash Flows
(U.S. dollars in
thousands)
(unaudited)
|
|
|
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Net
income
|
$
|
38,938
|
|
$
|
40,740
|
|
$
|
62,276
|
|
$
|
87,329
|
Adjustments to
reconcile to cash from operating activities
|
15,764
|
|
42,888
|
|
78,448
|
|
139,123
|
- Amortization and provisions
|
14,648
|
|
17,178
|
|
47,085
|
|
62,733
|
- Equity awards compensation expense (1)
|
7,748
|
|
13,229
|
|
23,989
|
|
43,259
|
- Net gain or loss on disposal of non-current assets
|
(2,212)
|
|
(82)
|
|
(2,127)
|
|
(81)
|
- Interest accrued
|
(3)
|
|
(606)
|
|
6
|
|
2
|
- Non-cash financial income and expenses
|
5
|
|
8
|
|
22
|
|
37
|
- Change in deferred taxes
|
(12,599)
|
|
(2,478)
|
|
(15,748)
|
|
(10,023)
|
- Income tax for the period
|
8,177
|
|
15,639
|
|
25,221
|
|
43,196
|
Changes in working
capital requirement
|
17,572
|
|
(6,600)
|
|
15,231
|
|
(29,460)
|
- (Increase)/decrease in trade receivables
|
(55,986)
|
|
(113,442)
|
|
(83,420)
|
|
(117,970)
|
- Increase/(decrease) in trade payables
|
60,529
|
|
85,793
|
|
100,047
|
|
81,862
|
- (Increase)/decrease in other current assets
|
563
|
|
(9,799)
|
|
(24,101)
|
|
(28,432)
|
- Increase/(decrease) in other current liabilities
|
12,466
|
|
30,848
|
|
22,705
|
|
35,080
|
Income taxes
paid
|
(5,568)
|
|
(5,370)
|
|
(18,805)
|
|
(43,522)
|
CASH FROM
OPERATING ACTIVITIES
|
66,706
|
|
71,658
|
|
137,150
|
|
153,470
|
Acquisition of
intangible assets, property, plant and equipment
|
(12,936)
|
|
(30,163)
|
|
(75,607)
|
|
(85,133)
|
Change in accounts
payable related to intangible assets, property, plant
and equipment
|
(6,269)
|
|
7,182
|
|
1,128
|
|
7,752
|
Payments for acquired
business, net of cash acquired
|
10
|
|
(230,467)
|
|
(20,542)
|
|
(235,541)
|
Change in other
non-current financial assets
|
(320)
|
|
(38)
|
|
(6,612)
|
|
159
|
CASH USED FOR
INVESTING ACTIVITIES
|
(19,515)
|
|
(253,486)
|
|
(101,633)
|
|
(312,763)
|
Issuance of long-term
borrowings
|
788
|
|
80,224
|
|
4,023
|
|
84,022
|
Repayment of
borrowings
|
(2,797)
|
|
(7,889)
|
|
(8,980)
|
|
(13,305)
|
Proceeds from capital
increase
|
3,758
|
|
2,893
|
|
13,768
|
|
20,075
|
Change in other
financial liabilities
|
—
|
|
(26)
|
|
(1,000)
|
|
(222)
|
CASH FROM
FINANCING ACTIVITIES
|
1,749
|
|
75,202
|
|
7,811
|
|
90,570
|
|
|
|
|
|
|
|
|
CHANGE IN NET CASH
AND CASH EQUIVALENTS
|
48,940
|
|
(106,626)
|
|
43,328
|
|
(68,723)
|
Net cash and cash
equivalents at beginning of period
|
314,644
|
|
407,158
|
|
351,827
|
|
353,537
|
Effect of exchange
rates changes on cash and cash equivalents
|
(10,047)
|
|
(30,215)
|
|
(41,618)
|
|
(14,497)
|
Net cash and cash
equivalents at end of period
|
$
|
353,537
|
|
$
|
270,317
|
|
$
|
353,537
|
|
$
|
270,317
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) $12.9
million and $41.6 million of equity awards compensation expense
consisted of share-based compensation expense according
to
|
ASC 718 -
Compensation - stock compensation for the quarter ended and year to
date December 31, 2016, respectively.
|
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,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
CASH FROM
OPERATING ACTIVITIES
|
66,706
|
|
71,658
|
|
137,150
|
|
153,470
|
Acquisition of
intangible assets, property, plant and equipment
|
(12,936)
|
|
(30,163)
|
|
(75,607)
|
|
(85,133)
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
(6,269)
|
|
7,182
|
|
1,128
|
|
7,752
|
FREE CASH FLOW
(1)
|
47,501
|
|
48,677
|
|
62,671
|
|
76,089
|
|
|
|
|
|
|
|
|
(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
|
|
2015
|
|
2016
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
|
|
YoY
Change
at
Constant
Currency
excluding
CSP
|
|
2015
|
|
2016
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
|
|
YoY
Change
at
Constant
Currency
excluding
CSP
|
Revenue
|
|
Americas
|
$
|
170,133
|
|
$
|
266,438
|
|
57
|
%
|
|
55
|
%
|
|
33
|
%
|
|
$
|
505,653
|
|
$
|
730,873
|
|
45
|
%
|
|
45
|
%
|
|
38
|
%
|
|
EMEA
|
144,905
|
|
189,298
|
|
31
|
%
|
|
37
|
%
|
|
32
|
%
|
|
541,105
|
|
660,523
|
|
22
|
%
|
|
26
|
%
|
|
24
|
%
|
|
Asia-Pacific
|
81,980
|
|
111,089
|
|
36
|
%
|
|
26
|
%
|
|
26
|
%
|
|
276,411
|
|
407,750
|
|
48
|
%
|
|
37
|
%
|
|
37
|
%
|
|
Total
|
397,018
|
|
566,825
|
|
43
|
%
|
|
43
|
%
|
|
31
|
%
|
|
1,323,169
|
|
1,799,146
|
|
36
|
%
|
|
36
|
%
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic
acquisition costs
|
|
Americas
|
(104,646)
|
|
(167,046)
|
|
60
|
%
|
|
59
|
%
|
|
32
|
%
|
|
(308,427)
|
|
(451,774)
|
|
46
|
%
|
|
47
|
%
|
|
38
|
%
|
|
EMEA
|
(82,905)
|
|
(108,567)
|
|
31
|
%
|
|
37
|
%
|
|
32
|
%
|
|
(313,928)
|
|
(373,664)
|
|
19
|
%
|
|
23
|
%
|
|
21
|
%
|
|
Asia-Pacific
|
(49,505)
|
|
(66,264)
|
|
34
|
%
|
|
24
|
%
|
|
24
|
%
|
|
(166,797)
|
|
(243,473)
|
|
46
|
%
|
|
36
|
%
|
|
36
|
%
|
|
Total
|
(237,056)
|
|
(341,877)
|
|
44
|
%
|
|
44
|
%
|
|
30
|
%
|
|
(789,152)
|
|
(1,068,911)
|
|
35
|
%
|
|
35
|
%
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
|
Americas
|
65,487
|
|
99,392
|
|
52
|
%
|
|
50
|
%
|
|
35
|
%
|
|
197,226
|
|
279,099
|
|
42
|
%
|
|
42
|
%
|
|
37
|
%
|
|
EMEA
|
62,000
|
|
80,731
|
|
30
|
%
|
|
36
|
%
|
|
33
|
%
|
|
227,177
|
|
286,859
|
|
26
|
%
|
|
30
|
%
|
|
29
|
%
|
|
Asia-Pacific
|
32,475
|
|
44,825
|
|
38
|
%
|
|
29
|
%
|
|
29
|
%
|
|
109,614
|
|
164,277
|
|
50
|
%
|
|
40
|
%
|
|
40
|
%
|
|
Total
|
$
|
159,962
|
|
$
|
224,948
|
|
41
|
%
|
|
41
|
%
|
|
33
|
%
|
|
$
|
534,017
|
|
$
|
730,235
|
|
37
|
%
|
|
37
|
%
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 in this Form 8-K 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,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Net
income
|
$
|
38,938
|
|
$
|
40,740
|
|
$
|
62,276
|
|
$
|
87,329
|
Adjustments:
|
|
|
|
|
|
|
|
Financial (income)
expense
|
(735)
|
|
(1,435)
|
|
4,541
|
|
546
|
Provision for income
taxes
|
(4,378)
|
|
13,161
|
|
9,517
|
|
33,129
|
Equity awards
compensation expense
|
7,748
|
|
13,229
|
|
23,989
|
|
43,259
|
Research and
development
|
$
|
2,167
|
|
$
|
2,860
|
|
$
|
6,520
|
|
$
|
12,108
|
Sales and
operations
|
3,606
|
|
5,816
|
|
11,678
|
|
16,838
|
General and
administrative
|
1,975
|
|
4,553
|
|
5,791
|
|
14,313
|
Pension service
costs
|
109
|
|
133
|
|
441
|
|
524
|
Research and
development
|
40
|
|
52
|
|
163
|
|
211
|
Sales and
operations
|
38
|
|
37
|
|
153
|
|
144
|
General and
administrative
|
31
|
|
44
|
|
125
|
|
169
|
Depreciation and
amortization expense
|
13,967
|
|
16,190
|
|
44,564
|
|
56,779
|
Cost of
revenue
|
8,579
|
|
10,623
|
|
29,866
|
|
38,469
|
Research and
development
|
3,183
|
|
2,106
|
|
7,994
|
|
7,211
|
Sales and
operations
|
1,744
|
|
2,153
|
|
5,178
|
|
7,757
|
General and
administrative
|
461
|
|
1,308
|
|
1,526
|
|
3,342
|
Acquisition-related
costs
|
—
|
|
980
|
|
—
|
|
2,921
|
General and
administrative
|
—
|
|
980
|
|
—
|
|
2,921
|
Acquisition-related
deferred price consideration
|
(2,172)
|
|
(3)
|
|
(1,894)
|
|
85
|
Research and
development
|
46
|
|
(3)
|
|
324
|
|
85
|
General and
administrative
|
(2,218)
|
|
—
|
|
(2,218)
|
|
—
|
Total net
adjustments
|
14,539
|
|
42,255
|
|
81,158
|
|
137,243
|
Adjusted EBITDA
(1)
|
$
|
53,477
|
|
$
|
82,995
|
|
$
|
143,434
|
|
$
|
224,572
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) 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, 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 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, pension service
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,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Research and
Development expenses
|
$
|
(26,665)
|
|
$
|
(35,552)
|
|
$
|
(86,807)
|
|
$
|
(123,649)
|
Equity awards
compensation expense
|
$
|
2,167
|
|
$
|
2,860
|
|
$
|
6,520
|
|
$
|
12,108
|
Depreciation and
Amortization expense
|
3,183
|
|
2,106
|
|
7,994
|
|
7,211
|
Pension service
costs
|
40
|
|
52
|
|
163
|
|
211
|
Acquisition-related deferred price
consideration
|
46
|
|
(3)
|
|
324
|
|
85
|
Non-GAAP -
Research and Development expenses
|
(21,229)
|
|
(30,537)
|
|
(71,806)
|
|
(104,034)
|
Sales and
Operations expenses
|
(60,410)
|
|
(80,991)
|
|
(229,530)
|
|
(282,853)
|
Equity awards
compensation expense
|
3,606
|
|
5,816
|
|
11,678
|
|
16,838
|
Depreciation and
Amortization expense
|
1,744
|
|
2,153
|
|
5,178
|
|
7,757
|
Pension service
costs
|
38
|
|
37
|
|
153
|
|
144
|
Non-GAAP - Sales
and Operations expenses
|
(55,022)
|
|
(72,985)
|
|
(212,521)
|
|
(258,114)
|
General and
Administrative expenses
|
(21,280)
|
|
(31,630)
|
|
(79,145)
|
|
(117,469)
|
Equity awards
compensation expense
|
1,975
|
|
4,553
|
|
5,791
|
|
14,313
|
Depreciation and
Amortization expense
|
461
|
|
1,308
|
|
1,526
|
|
3,342
|
Pension service
costs
|
31
|
|
44
|
|
125
|
|
169
|
Acquisition-related costs
|
—
|
|
980
|
|
—
|
|
2,921
|
Acquisition-related deferred price
consideration
|
(2,218)
|
|
—
|
|
(2,218)
|
|
—
|
Non-GAAP - General
and Administrative expenses
|
(21,031)
|
|
(24,745)
|
|
(73,921)
|
|
(96,724)
|
Total Operating
expenses
|
(108,355)
|
|
(148,173)
|
|
(395,482)
|
|
(523,971)
|
Equity awards
compensation expense
|
7,748
|
|
13,229
|
|
23,989
|
|
43,259
|
Depreciation and
Amortization expense
|
5,388
|
|
5,567
|
|
14,698
|
|
18,310
|
Pension service
costs
|
109
|
|
133
|
|
441
|
|
524
|
Acquisition-related costs
|
—
|
|
980
|
|
—
|
|
2,921
|
Acquisition-related deferred price
consideration
|
(2,172)
|
|
(3)
|
|
(1,894)
|
|
85
|
Total Non-GAAP
Operating expenses (1)
|
(97,282)
|
|
(128,267)
|
|
(358,248)
|
|
(458,872)
|
|
|
|
|
|
|
|
|
(1) 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, 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 its 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,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Equity awards
compensation expense
|
|
|
|
|
|
|
|
Research and
development
|
$
|
2,167
|
|
$
|
2,860
|
|
$
|
6,520
|
|
$
|
12,108
|
Sales and
operations
|
3,606
|
|
5,816
|
|
11,678
|
|
16,838
|
General and
administrative
|
1,975
|
|
4,553
|
|
5,791
|
|
14,313
|
Total equity
awards compensation expense
|
7,748
|
|
13,229
|
|
23,989
|
|
43,259
|
|
|
|
|
|
|
|
|
Pension service
costs
|
|
|
|
|
|
|
|
Research and
development
|
40
|
|
52
|
|
163
|
|
211
|
Sales and
operations
|
38
|
|
37
|
|
153
|
|
144
|
General and
administrative
|
31
|
|
44
|
|
125
|
|
169
|
Total pension
service costs
|
109
|
|
133
|
|
441
|
|
524
|
|
|
|
|
|
|
|
|
Depreciation and
amortization expense
|
|
|
|
|
|
|
|
Cost of
revenue
|
8,579
|
|
10,623
|
|
29,866
|
|
38,469
|
Research and
development
|
3,183
|
|
2,106
|
|
7,994
|
|
7,211
|
Sales and
operations
|
1,744
|
|
2,153
|
|
5,178
|
|
7,757
|
General and
administrative
|
461
|
|
1,308
|
|
1,526
|
|
3,342
|
Total depreciation
and amortization expense
|
13,967
|
|
16,190
|
|
44,564
|
|
56,779
|
|
|
|
|
|
|
|
|
Acquisition-related
costs
|
|
|
|
|
|
|
|
General and
administrative
|
—
|
|
980
|
|
—
|
|
2,921
|
Total
acquisition-related costs
|
—
|
|
980
|
|
—
|
|
2,921
|
|
|
|
|
|
|
|
|
Acquisition-related
deferred price consideration
|
|
|
|
|
|
|
|
Research and
development
|
46
|
|
(3)
|
|
324
|
|
85
|
General and
administrative
|
(2,218)
|
|
—
|
|
(2,218)
|
|
—
|
Total
acquisition-related deferred price consideration
|
$
|
(2,172)
|
|
$
|
(3)
|
|
$
|
(1,894)
|
|
$
|
85
|
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,
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Net
income
|
$
|
38,938
|
|
$
|
40,740
|
|
$
|
62,276
|
|
$
|
87,329
|
Adjustments:
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
7,748
|
|
13,229
|
|
23,989
|
|
43,259
|
Amortization of
acquisition-related intangible assets
|
2,548
|
|
986
|
|
6,342
|
|
4,131
|
Acquisition-related
costs
|
—
|
|
980
|
|
—
|
|
2,921
|
Acquisition-related
deferred price consideration
|
(2,172)
|
|
(3)
|
|
(1,894)
|
|
85
|
Tax impact of the
above adjustments
|
(47)
|
|
(432)
|
|
(878)
|
|
(948)
|
Total net
adjustments
|
8,077
|
|
14,760
|
|
27,559
|
|
49,448
|
Adjusted net
income (1)
|
$
|
47,015
|
|
$
|
55,500
|
|
$
|
89,835
|
|
$
|
136,777
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
-
Basic
|
62,348,620
|
|
63,760,491
|
|
61,835,499
|
|
63,337,792
|
-
Diluted
|
65,092,423
|
|
66,145,704
|
|
65,096,486
|
|
65,633,470
|
|
|
|
|
|
|
|
|
Adjusted net income
per share
|
|
|
|
|
|
|
|
-
Basic
|
$
|
0.75
|
|
$
|
0.87
|
|
$
|
1.45
|
|
$
|
2.16
|
-
Diluted
|
$
|
0.72
|
|
$
|
0.84
|
|
$
|
1.38
|
|
$
|
2.08
|
|
(1) 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, 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, 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,
|
|
|
|
2015
|
|
2016
|
|
YoY
Change
|
|
2015
|
|
2016
|
|
YoY
Change
|
Revenue as
reported
|
$
|
397,018
|
|
|
$
|
566,825
|
|
|
43
|
%
|
|
$
|
1,323,169
|
|
|
$
|
1,799,146
|
|
|
36
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
(836)
|
|
|
|
|
|
|
(5,022)
|
|
|
|
Revenue at
constant currency (1)
|
$
|
397,018
|
|
|
$
|
565,989
|
|
|
43
|
%
|
|
$
|
1,323,169
|
|
|
$
|
1,794,124
|
|
|
36
|
%
|
Revenue at
constant currency (1) excluding CSP
|
397,018
|
|
|
520,797
|
|
|
31
|
%
|
|
1,323,169
|
|
|
1,748,932
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
(237,056)
|
|
|
(341,877)
|
|
|
44
|
%
|
|
(789,152)
|
|
|
(1,068,911)
|
|
|
35
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
643
|
|
|
|
|
|
|
3,852
|
|
|
|
Traffic
Acquisition Costs at constant currency
(1)
|
$
|
(237,056)
|
|
|
$
|
(341,234)
|
|
|
44
|
%
|
|
$
|
(789,152)
|
|
|
$
|
(1,065,059)
|
|
|
35
|
%
|
Traffic
Acquisition Costs at constant currency (1) excluding
CSP
|
(237,056)
|
|
|
(308,346)
|
|
|
30
|
%
|
|
(789,152)
|
|
|
(1,032,170)
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(2) as reported
|
159,962
|
|
|
224,948
|
|
|
41
|
%
|
|
534,017
|
|
|
730,235
|
|
|
37
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
(193)
|
|
|
|
|
|
|
(1,170)
|
|
|
|
Revenue ex-TAC
(2) at constant currency (1)
|
$
|
159,962
|
|
|
$
|
224,755
|
|
|
41
|
%
|
|
$
|
534,017
|
|
|
$
|
729,065
|
|
|
37
|
%
|
Revenue ex-TAC
(2) at constant currency (1)
excluding
CSP
|
159,962
|
|
|
212,450
|
|
|
33
|
%
|
|
534,017
|
|
|
716,762
|
|
|
34
|
%
|
Revenue ex-TAC
(2)/Revenue as reported
|
40
|
%
|
|
40
|
%
|
|
|
|
40
|
%
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
(17,782)
|
|
|
(24,309)
|
|
|
37
|
%
|
|
(62,201)
|
|
|
(85,260)
|
|
|
37
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
(306)
|
|
|
|
|
|
|
(40)
|
|
|
|
Other cost of
revenue at constant currency (1)
|
$
|
(17,782)
|
|
|
$
|
(24,615)
|
|
|
38
|
%
|
|
$
|
(62,201)
|
|
|
$
|
(85,300)
|
|
|
37
|
%
|
Other cost of
revenue at constant currency (1)
excluding
CSP
|
$
|
(17,782)
|
|
|
(23,882)
|
|
|
34
|
%
|
|
$
|
(62,201)
|
|
|
(84,566)
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
(3)
|
53,477
|
|
|
82,995
|
|
|
55
|
%
|
|
143,434
|
|
|
224,572
|
|
|
57
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
|
(343)
|
|
|
|
|
|
|
(1,751)
|
|
|
|
Adjusted EBITDA
(3) at constant currency (1)
|
$
|
53,477
|
|
|
$
|
82,652
|
|
|
55
|
%
|
|
$
|
143,434
|
|
|
$
|
222,821
|
|
|
55
|
%
|
Adjusted EBITDA
(3) at constant currency (1)
excluding
CSP
|
$
|
53,477
|
|
|
$
|
77,499
|
|
|
45
|
%
|
|
$
|
143,434
|
|
|
$
|
217,668
|
|
|
52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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,
|
|
2015
|
|
2016
|
Shares outstanding as
at January 1,
|
60,902,695
|
|
62,470,881
|
Weighted average
number of shares issued during the period
|
932,804
|
|
866,911
|
Basic number of
shares - Basic EPS basis
|
61,835,499
|
|
63,337,792
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
3,260,987
|
|
2,295,679
|
Diluted number of
shares - Diluted EPS basis
|
65,096,486
|
|
65,633,471
|
|
|
|
|
Shares outstanding
as at December 31,
|
62,470,881
|
|
63,978,204
|
Total dilutive effect
of share options, warrants, employee warrants
|
7,798,348
|
|
8,391,496
|
Fully diluted
shares as at December 31,
|
70,269,229
|
|
72,369,700
|
CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1
2015
|
Q2
2015
|
Q3
2015
|
Q4
2015
|
Q1
2016
|
Q2
2016
|
Q3
2016
|
Q4
2016
|
YoY
Change
|
QoQ
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
7,832
|
8,564
|
9,290
|
10,198
|
10,962
|
11,874
|
12,882
|
14,468
|
42%
|
12%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
294,172
|
299,306
|
332,674
|
397,018
|
401,253
|
407,201
|
423,867
|
566,825
|
43%
|
34%
|
|
Americas
|
100,624
|
110,872
|
124,024
|
170,133
|
147,174
|
156,522
|
160,739
|
266,438
|
57%
|
66%
|
|
EMEA
|
132,208
|
126,807
|
137,185
|
144,905
|
159,405
|
153,899
|
157,921
|
189,298
|
31%
|
20%
|
|
APAC
|
61,340
|
61,627
|
71,465
|
81,980
|
94,674
|
96,780
|
105,207
|
111,089
|
36%
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
(175,888)
|
(177,239)
|
(198,970)
|
(237,056)
|
(238,755)
|
(240,969)
|
(247,310)
|
(341,877)
|
44%
|
38%
|
|
Americas
|
(61,244)
|
(66,853)
|
(75,684)
|
(104,646)
|
(90,929)
|
(96,560)
|
(97,239)
|
(167,046)
|
60%
|
72%
|
|
EMEA
|
(78,158)
|
(73,155)
|
(79,710)
|
(82,905)
|
(91,185)
|
(86,820)
|
(87,092)
|
(108,567)
|
31%
|
25%
|
|
APAC
|
(36,486)
|
(37,231)
|
(43,576)
|
(49,505)
|
(56,641)
|
(57,589)
|
(62,979)
|
(66,264)
|
34%
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-
TAC
|
118,284
|
122,067
|
133,704
|
159,962
|
162,498
|
166,232
|
176,557
|
224,948
|
41%
|
27%
|
|
Americas
|
39,380
|
44,019
|
48,340
|
65,487
|
56,245
|
59,962
|
63,500
|
99,391
|
52%
|
57%
|
|
EMEA
|
54,050
|
53,652
|
57,475
|
62,000
|
68,220
|
67,079
|
70,829
|
80,731
|
30%
|
14%
|
|
APAC
|
24,854
|
24,396
|
27,889
|
32,475
|
38,033
|
39,191
|
42,228
|
44,826
|
38%
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow
from
operating
activities
|
41,007
|
11,938
|
17,500
|
66,706
|
18,907
|
19,274
|
43,631
|
71,658
|
7%
|
64%
|
|
|
Capital
expenditures
|
12,862
|
18,348
|
24,066
|
19,205
|
12,109
|
22,386
|
19,907
|
22,981
|
20%
|
15%
|
|
|
Net cash
position
|
316,376
|
321,109
|
314,644
|
353,537
|
386,110
|
377,407
|
407,158
|
270,318
|
(24)%
|
(34)%
|
|
|
Days Sales
Outstanding
(days - end
of month) (1)
|
|
|
|
|
56
|
57
|
56
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Due to
the conversion from IFRS (euros) to U.S. GAAP (U.S. dollars), the
Days Sales Outstanding for historic quarters has not been
recalculated and is not available.
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/criteo-reports-strong-results-for-the-fourth-quarter-and-fiscal-year-2016-300411332.html
SOURCE Criteo S.A.