NEW YORK, Feb. 10, 2021 /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, 2020 that exceeded the top end of its most recent
quarterly guidance.
Fourth Quarter and Fiscal Year 2020 Financial
Highlights:
The following table summarizes our consolidated financial
results for the three months and twelve months ended December 31, 2020 and 2019:
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
(in millions,
except EPS data)
|
GAAP
Results
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
661
|
|
|
$
|
653
|
|
|
1
|
%
|
|
$
|
2,073
|
|
|
$
|
2,262
|
|
|
(8)
|
%
|
Net Income
|
$
|
47
|
|
|
$
|
41
|
|
|
13
|
%
|
|
$
|
75
|
|
|
$
|
96
|
|
|
(22)
|
%
|
Diluted
EPS
|
$
|
0.73
|
|
|
$
|
0.65
|
|
|
12
|
%
|
|
$
|
1.16
|
|
|
$
|
1.38
|
|
|
(16)
|
%
|
Cash from operating
activities
|
$
|
44
|
|
|
$
|
59
|
|
|
(26)
|
%
|
|
$
|
185
|
|
|
$
|
223
|
|
|
(17)
|
%
|
Net cash
position
|
$
|
488
|
|
|
$
|
419
|
|
|
17
|
%
|
|
$
|
488
|
|
|
$
|
419
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Results1
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
ex-TAC
|
$
|
253
|
|
|
$
|
266
|
|
|
(5)
|
%
|
|
$
|
825
|
|
|
$
|
947
|
|
|
(13)
|
%
|
Revenue ex-TAC
margin
|
38
|
%
|
|
41
|
%
|
|
(3)
|
%
|
|
40
|
%
|
|
42
|
%
|
|
(2)
|
%
|
Adjusted
EBITDA
|
$
|
103
|
|
|
$
|
109
|
|
|
(6)
|
%
|
|
$
|
251
|
|
|
$
|
299
|
|
|
(16)
|
%
|
Adjusted diluted
EPS
|
$
|
0.98
|
|
|
$
|
1.08
|
|
|
(9)
|
%
|
|
$
|
2.17
|
|
|
$
|
2.67
|
|
|
(19)
|
%
|
Free Cash Flow
(FCF)
|
$
|
22
|
|
|
$
|
42
|
|
|
(48)
|
%
|
|
$
|
120
|
|
|
$
|
125
|
|
|
(4)
|
%
|
FCF / Adjusted
EBITDA
|
21
|
%
|
|
38
|
%
|
|
(17)
|
%
|
|
48
|
%
|
|
42
|
%
|
|
6
|
%
|
Megan Clarken, Chief Executive
Officer of Criteo, said, "I am proud of how much we achieved in
2020. We made multiple structural changes across the company that
we believe have set Criteo up for sustainable profitable growth and
led to significant over-performance of guidance during Q4."
Clarken continued: "We believe that our transformation into a
Commerce Media Platform, building on our unique Commerce data and
Reach assets and purpose-built marketing and monetization
capabilities, positions us for durable growth and long-term
shareholder value."
Q4 2020 Operating Highlights
- Total clients grew 6% year-over-year to 21,460 after adding
close to 900 net new clients, the highest level for over three
years (since Q3 2017).
- Same-client revenue2 increased 7% year-over-year
(vs. a 6% decline in Q3 2020) and same-client Revenue
ex-TAC2 decreased 1% year-over-year (vs. 11% decline in
Q3 2020) at constant currency3, including approximately
11 points directly attributable to the COVID-19 disruption on both
metrics.
- New solutions grew 38% year-over-year to 24% of total Revenue
ex-TAC.
- Retail Media grew 41% year-over-year, and same-client Revenue
for Retail Media increased 72% year-over-year (69% on a same-client
Revenue ex-TAC basis).
- Pacvue integrated with Retail Media's Sponsored Products ads,
through the Retail Media API, on Target's website and app.
___________________________________________________
1 Revenue excluding Traffic Acquisition Costs, or
Revenue ex-TAC, Revenue ex-TAC margin, 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.
2Same-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.
3Constant currency measures exclude the impact of
foreign currency fluctuations and is computed by applying the 2019
average exchange rates for the relevant period to 2020 figures.
Financial Summary
Revenue for the quarter was $661
million and Revenue ex-TAC was $253
million. Q4 2020 Adjusted EBITDA was $103 million, resulting in an adjusted diluted
EPS of $0.98. At constant currency,
Q4 2020 Revenue was flat and Revenue ex-TAC declined by 6%, largely
due to continued and anticipated negative COVID impact. Excluding
the estimated $26 million impact of
the pandemic, we estimate that Revenue ex-TAC increased about 3% in
Q4 2020. Revenue for the fiscal year 2020 was $2,073 million and Revenue ex-TAC was
$825 million, declining by 8% and 13%
respectively at constant currency. FY 2020 Adjusted EBITDA was
$251 million, resulting in an
adjusted diluted EPS of $2.17.
Free cash flow was $22 million in Q4
2020 and $120 million for the fiscal
year 2020, down only 4% year-over-year. Free cash flow conversion
of 48% of Adjusted EBITDA in fiscal year 2020 was the highest level
since 2014. We had $488 million in
cash on our balance sheet at fiscal year-end.
Sarah Glickman, Chief Financial
Officer, said, "Solid execution across the board, in particular in
our core business and new solutions, allowed us to beat the
high-end of our most recent top line guidance by 10% in Q4. Our
focus now is to drive growth across the business while balancing
smart investments with a more efficient organization."
Revenue and Revenue ex-TAC
Q4 2020
Revenue increased by 1% year-over-year, or was flat at constant
currency, to $661 million (Q4 2019: $653 million),
after an estimated $68 million net
negative business impact from the COVID-19 disruption, or
approximately 10 points of the year-over-over decline at constant
currency. Revenue ex-TAC decreased 5% year-over-year, or 6% at
constant currency, to $253 million (Q4 2019:
$266 million), after an approximately $26 million net negative business impact from the
COVID-19 disruption, or approximately 10 points of the
year-over-over decline at constant currency. Strong performance of
our retargeting product during an extended shopping season,
sustained growth of our Retail Media business, and continued growth
of our Audience Targeting and Omnichannel solutions were offset by
the COVID-19 pandemic impact, which we consider as retail
bankruptcies and softness with our Travel and Classifieds clients.
Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC
margin, was 38% (Q4 2019: 41%).
- In the Americas, Revenue increased 2% year-over-year, or 3% at
constant currency, to $313 million
and represented 47% of total Revenue. Revenue ex-TAC declined 7%
year-over-year, or 5% at constant currency, to $109 million and represented 43% of total Revenue
ex-TAC.
- In EMEA, Revenue increased 7% year-over-year, or 3% at constant
currency, to $232 million and
represented 35% of total Revenue. Revenue ex-TAC increased 3%
year-over-year, or decreased 1% at constant currency, to
$95 million and represented 38% of
total Revenue ex-TAC.
- In Asia-Pacific, Revenue
declined 10% year-over-year, or 14% at constant currency, to
$116 million and represented 18% of
total Revenue. Revenue ex-TAC declined 15% year-over-year, or 18%
at constant currency, to $49 million
and represented 19% of total Revenue ex-TAC.
Fiscal Year 2020
Revenue declined 8% year-over-year (8% at constant currency), to
$2,073 million (FY 2019:
$2,262 million), after an
estimated $266 million net negative
business impact from the COVID-19 disruption, or approximately 12
points of the year-over-over decline at constant currency. Revenue
ex-TAC decreased 13% year-over-year (13% at constant currency), to
$825 million (FY 2019: $947 million), after an
approximately $106 million net
negative business impact from the COVID-19 disruption, or
approximately 11 points of the year-over-over decline at constant
currency. Growth in our midmarket business and increased adoption
of new solutions, in particular Retail Media and our Audience
Targeting solutions, were offset by the decline in our core
business with large clients, primarily as a result of the COVID-19
pandemic impact, which we consider as retail bankruptcies and
softness with our Travel and Classifieds clients. Revenue ex-TAC as
a percentage of revenue, or Revenue ex-TAC margin, was 40% (FY
2019: 42%).
- In the Americas, Revenue declined 6% year-over-year, or 5% at
constant currency, to $895 million
and represented 43% of total Revenue. Revenue ex-TAC declined 13%
year-over-year, or 11% at constant currency, to $325 million and represented 39% of total Revenue
ex-TAC.
- In EMEA, Revenue declined 7% year-over-year, or 8% at constant
currency, to $750 million and
represented 36% of total Revenue. Revenue ex-TAC declined 10%
year-over-year, or 11% at constant currency, to $316 million and represented 38% of total Revenue
ex-TAC.
- In Asia-Pacific, Revenue
declined 15% year-over-year, or 16% at constant currency, to
$428 million and represented 21% of
total Revenue. Revenue ex-TAC declined 17% year-over-year, or 18%
at constant currency, to $183 million
and represented 23% of total Revenue ex-TAC.
Net Income and Adjusted Net Income
Q4 2020
Net income increased 13% year-over-year to $47 million
(Q4 2019: $41 million). Net income margin as a percentage
of revenue was 7% (Q4 2019: 6%). In the fourth quarter 2020,
we incurred $4 million in
restructuring related and transformation costs. Net income
available to shareholders of Criteo S.A. increased 8%
year-over-year to $45 million, or $0.73 per share on a diluted basis (Q4 2019:
$42 million, or $0.65 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 related and
transformation costs and the tax impact of these adjustments,
decreased 12% year-over-year to $61 million, or $0.98 per share on a diluted basis (FY 2019:
$70 million, or $1.08 per share
on a diluted basis).
Fiscal Year 2020
Net income decreased 22% year-over-year to $75 million
(FY 2019: $96 million). Net income margin as a percentage
of revenue was 4% (FY 2019: 4%). In the course of the fiscal
year 2020, we incurred $20 million in
restructuring related and transformation costs. Net income
available to shareholders of Criteo S.A. decreased 21%
year-over-year to $72 million, or $1.16 per share on a diluted basis (FY 2019:
$91 million, or $1.38 per share
on a diluted basis).
Adjusted Net Income decreased 24% year-over-year to
$134 million, or $2.17 per share
on a diluted basis (FY 2019: $175 million, or
$2.67 per share on a diluted
basis).
Adjusted EBITDA and Operating Expenses
Q4 2020
Adjusted EBITDA decreased 6% year-over-year, or 9% at constant
currency, to $103 million (Q4 2019: $109 million),
driven by the Revenue ex-TAC performance over the period, including
the still meaningful impact of the COVID-19 pandemic, partly offset
by effective cost discipline, including in lower headcount and the
optimization of real estate footprint. Adjusted EBITDA as a
percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 41%
(Q4 2019: 41%).
Operating expenses decreased 14% or $25
million, to $151 million (Q4 2019:
$176 million), mostly driven by lower headcount-related
expense and disciplined expense management across the Company.
Operating expenses, excluding the impact of equity awards
compensation expense, pension costs, restructuring related and
transformation costs, depreciation and amortization and
acquisition-related costs and deferred price consideration, which
we refer to as Non-GAAP Operating Expenses, decreased 6% or
$8 million, to $130 million
(Q4 2019: $138 million), largely
driven by lower headcount and effective cost discipline across the
Company.
Fiscal Year 2020
Adjusted EBITDA decreased 16% year-over-year, or 17% at constant
currency, to $251 million (FY 2019: $299 million),
driven by the Revenue ex-TAC performance over the period, including
the still meaningful impact of the COVID-19 pandemic, partly offset
by effective cost discipline, including in lower headcount and the
optimization of real estate footprint. Adjusted EBITDA as a
percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 30%
(FY 2019: 32%).
Operating expenses decreased 16% or $109
million, to $579 million (FY 2019:
$688 million), mostly driven by lower headcount-related
expense and disciplined expense management across the Company.
Non-GAAP Operating Expenses decreased 14% or $82 million, to $493 million (FY 2019:
$575 million), largely driven by
lower headcount and effective cost discipline across the
Company.
Cash Flow, Cash and Financial Liquidity Position
Q4 2020
Cash flow from operating activities decreased 26% year-over-year
to $44 million (Q4 2019: $59 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, decreased 48% to
$22 million (Q4 2019: $42 million), or 21% of
Adjusted EBITDA (Q4 2019: 38%), due to the Adjusted EBITDA decline
over the period and negative changes in payables relating to
capital expenditures.
Fiscal Year 2020
Cash flow from operating activities decreased 17% year-over-year
to $185 million (FY 2019: $223 million).
Free Cash Flow decreased only 4% to $120 million
(FY 2019: $125 million), representing 48% of Adjusted
EBITDA (FY 2019: 42%), or the highest level since fiscal year
2014.
Cash and cash equivalents increased $69
million compared to December 31,
2019 to $488 million, after spending $44 million on share repurchases in the fiscal
year 2020.
The Company had financial liquidity of approximately
$960 million, including its cash
position, marketable securities and its Revolving Credit Facility
as of December 31, 2020.
Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of February 10, 2021.
Fiscal year 2021 guidance:
- We are targeting low to mid-single digit growth in Revenue
ex-TAC at constant-currency.
- We expect an Adjusted EBITDA margin above 30% of Revenue
ex-TAC.
First quarter 2021 guidance:
- We expect Revenue ex-TAC to be around $200 million, implying constant-currency decline
of about 4% year-over-year.
- We expect Adjusted EBITDA to be above $60 million.
The above guidance for the first quarter and the fiscal year
ending December 31, 2021 assumes the
following exchange rates for the main currencies impacting our
business: a U.S. dollar-euro rate of 0.847, a U.S. dollar-Japanese
Yen rate of 108, a U.S. dollar-British pound rate of 0.76, a U.S.
dollar-Korean Won rate of 1,200 and a U.S. dollar-Brazilian real
rate of 5.7.
The above guidance assumes no acquisitions are completed during
the first quarter ending March 31, 2021 and fiscal year ended
December 31, 2021.
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.
Announcement of a Share Repurchase Authorization of up to
$100 million
The Company is executing on its strategic plan, continues to
invest in the growth of the business, leveraging its strong balance
sheet position, and is confident in its transformation. In order to
meet its equity obligations to employees while taking advantage of
the attractive level of its share price, Criteo today announces
that the Board of Directors has authorized a share repurchase
program of up to $100 million of the
Company's outstanding American Depositary Shares. The Company
intends to use repurchased shares under this new program to satisfy
employee equity obligations in lieu of issuing new shares, which
would limit future dilution for its shareholders.
Under the terms of the authorization, the stock purchases may be
made from time to time on the NASDAQ Global Select Market in
compliance with applicable state and federal securities laws and
applicable provisions of French corporate law. The timing and
amounts of any purchases will be based on market conditions and
other factors including price, regulatory requirements and capital
availability, as determined by Criteo's management team. The
program does not require the purchase of any minimum number of
shares and may be suspended, modified or discontinued at any time
without prior notice.
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 ("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 related and
transformation costs, acquisition-related costs and deferred price
consideration.
During the period, we have broadened the definition of Adjusted
EBITDA to exclude costs related to restructuring and transformation
costs, in addition to restructuring charges previously
excluded. 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 related and transformation 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 related and
transformation 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 related and transformation 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
Conversion is defined as free cash flow divided by Adjusted EBITDA.
Free Cash Flow and Free Cash Flow Conversion are key measures used
by our management and board of directors to evaluate the Company's
ability to generate cash. Accordingly, we believe that Free Cash
Flow and Free Cash Flow Conversion permit 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 related and transformation 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, 2021 and the year ended December
31, 2021, 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 the scope
and impact of the COVID-19 pandemic on our employees, operations,
revenue and cash flows, 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 2, 2020, and in subsequent Quarterly Reports
on Form 10-Q as well as future filings and reports by the Company.
Importantly, at this time, the COVID-19 pandemic continues to have
a significant impact on Criteo's business, financial condition,
cash flow and results of operations. There are significant
uncertainties about the duration and the extent of the impact of
the virus.
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 senior management team will discuss the Company's
earnings on a call that will take place today, February 10, 2021, 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. 2,600
Criteo team members partner with over 21,000 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.
Contacts
Criteo Investor Relations
Edouard Lassalle, SVP, Market Relations &
Capital Markets, e.lassalle@criteo.com
Clemence Vermersch, Director,
Investor Relations, c.vermersch@criteo.com
Criteo Public Relations
Jessica Meyers, Director,
Public Relations, Americas, j.meyers@criteo.com
Financial information to follow
CRITEO
S.A.
Consolidated
Statement of Financial Position
(U.S. dollars in
thousands, unaudited)
|
|
|
|
December 31,
2020
|
|
December 31,
2019
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
488,011
|
|
|
$
|
418,763
|
|
Trade
receivables, net of allowances of $39.9 million and $16.1 million
at
December 31, 2020 and December 31, 2019,
respectively
|
|
474,055
|
|
|
481,732
|
|
Income
taxes
|
|
11,092
|
|
|
21,817
|
|
Other taxes
|
|
69,987
|
|
|
60,924
|
|
Other current
assets
|
|
21,405
|
|
|
17,225
|
|
Total current
assets
|
|
1,064,550
|
|
|
1,000,461
|
|
Property, plant and
equipment, net
|
|
189,505
|
|
|
194,161
|
|
Intangible assets,
net
|
|
79,744
|
|
|
86,886
|
|
Goodwill
|
|
325,805
|
|
|
317,100
|
|
Right of Use Asset -
operating lease
|
|
114,012
|
|
|
142,044
|
|
Marketable
securities
|
|
41,809
|
|
|
—
|
|
Non-current financial
assets
|
|
18,109
|
|
|
21,747
|
|
Deferred tax
assets
|
|
19,876
|
|
|
27,985
|
|
Total non-current assets
|
|
788,860
|
|
|
789,923
|
|
Total
assets
|
|
$
|
1,853,410
|
|
|
$
|
1,790,384
|
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
|
367,025
|
|
|
$
|
390,277
|
|
Contingencies
|
|
2,250
|
|
|
6,385
|
|
Income
taxes
|
|
2,626
|
|
|
3,422
|
|
Financial liabilities
- current portion
|
|
2,889
|
|
|
3,636
|
|
Lease liability -
operating - current portion
|
|
48,388
|
|
|
45,853
|
|
Other taxes
|
|
58,491
|
|
|
50,099
|
|
Employee - related
payables
|
|
85,272
|
|
|
74,781
|
|
Other current
liabilities
|
|
33,390
|
|
|
35,886
|
|
Total current
liabilities
|
|
600,331
|
|
|
610,339
|
|
Deferred tax
liabilities
|
|
5,297
|
|
|
9,272
|
|
Retirement benefit
obligation
|
|
6,167
|
|
|
8,485
|
|
Financial liabilities
- non-current portion
|
|
386
|
|
|
769
|
|
Lease liability -
operating - non-current portion
|
|
83,007
|
|
|
117,988
|
|
Other non-current
liabilities
|
|
5,535
|
|
|
5,543
|
|
Total non-current liabilities
|
|
100,392
|
|
|
142,057
|
|
Total
liabilities
|
|
700,723
|
|
|
752,396
|
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares, €0.025
par value, 66,272,106 and 66,197,181 shares authorized,
issued and outstanding at December 31, 2020 and December 31, 2019,
respectively.
|
|
2,161
|
|
|
2,158
|
|
Treasury stock,
5,632,536 and 3,903,673 shares at cost as of December 31, 2020
and December 31, 2019, respectively.
|
|
(85,570)
|
|
|
(74,900)
|
|
Additional paid-in
capital
|
|
693,164
|
|
|
668,389
|
|
Accumulated other
comprehensive income (loss)
|
|
16,028
|
|
|
(40,105)
|
|
Retained
earnings
|
|
491,359
|
|
|
451,725
|
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
1,117,142
|
|
|
1,007,267
|
|
Non-controlling
interests
|
|
35,545
|
|
|
30,721
|
|
Total
equity
|
|
1,152,687
|
|
|
1,037,988
|
|
Total equity and
liabilities
|
|
$
|
1,853,410
|
|
|
$
|
1,790,384
|
|
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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
661,282
|
|
|
$
|
652,640
|
|
|
1
|
%
|
|
$
|
2,072,617
|
|
|
$
|
2,261,516
|
|
|
(8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(408,108)
|
|
|
(386,388)
|
|
|
6
|
%
|
|
(1,247,571)
|
|
|
(1,314,947)
|
|
|
(5)
|
%
|
Other cost of
revenue
|
|
(34,700)
|
|
|
(31,328)
|
|
|
11
|
%
|
|
(137,028)
|
|
|
(117,533)
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
218,474
|
|
|
234,924
|
|
|
(7)
|
%
|
|
688,018
|
|
|
829,036
|
|
|
(17)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(32,797)
|
|
|
(40,585)
|
|
|
(19)
|
%
|
|
(132,513)
|
|
|
(172,591)
|
|
|
(23)
|
%
|
Sales and operations
expenses
|
|
(85,871)
|
|
|
(98,080)
|
|
|
(12)
|
%
|
|
(330,285)
|
|
|
(375,477)
|
|
|
(12)
|
%
|
General and
administrative expenses
|
|
(32,623)
|
|
|
(37,382)
|
|
|
(13)
|
%
|
|
(116,395)
|
|
|
(139,754)
|
|
|
(17)
|
%
|
Total Operating
expenses
|
|
(151,291)
|
|
|
(176,047)
|
|
|
(14)
|
%
|
|
(579,193)
|
|
|
(687,822)
|
|
|
(16)
|
%
|
Income from
operations
|
|
67,183
|
|
|
58,877
|
|
|
14
|
%
|
|
108,825
|
|
|
141,214
|
|
|
(23)
|
%
|
Financial
expense
|
|
(111)
|
|
|
(1,521)
|
|
|
(93)
|
%
|
|
(1,939)
|
|
|
(5,749)
|
|
|
(66)
|
%
|
Income before
taxes
|
|
67,072
|
|
|
57,356
|
|
|
17
|
%
|
|
106,886
|
|
|
135,465
|
|
|
(21)
|
%
|
Provision for income
taxes
|
|
(20,254)
|
|
|
(15,882)
|
|
|
28
|
%
|
|
(32,197)
|
|
|
(39,496)
|
|
|
(18)
|
%
|
Net Income
|
|
$
|
46,818
|
|
|
$
|
41,474
|
|
|
13
|
%
|
|
$
|
74,689
|
|
|
$
|
95,969
|
|
|
(22)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available
to shareholders of Criteo S.A.
|
|
$
|
45,277
|
|
|
$
|
42,024
|
|
|
8
|
%
|
|
$
|
71,679
|
|
|
$
|
90,745
|
|
|
(21)
|
%
|
Net income available
to non-controlling interests
|
|
$
|
1,541
|
|
|
$
|
(550)
|
|
|
NM
|
|
|
$
|
3,010
|
|
|
$
|
5,224
|
|
|
(42)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
60,336,486
|
|
|
63,430,621
|
|
|
|
|
60,876,480
|
|
|
64,305,965
|
|
|
|
Diluted
|
|
62,348,489
|
|
|
64,655,065
|
|
|
|
|
61,818,593
|
|
|
65,598,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.75
|
|
|
$
|
0.66
|
|
|
14
|
%
|
|
$
|
1.18
|
|
|
$
|
1.41
|
|
|
(16)
|
%
|
Diluted
|
|
$
|
0.73
|
|
|
$
|
0.65
|
|
|
12
|
%
|
|
$
|
1.16
|
|
|
$
|
1.38
|
|
|
(16)
|
%
|
CRITEO
S.A.
Consolidated
Statement of Cash Flows
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
Net
income
|
|
$
|
46,818
|
|
|
$
|
41,474
|
|
|
13
|
%
|
|
$
|
74,689
|
|
|
$
|
95,969
|
|
|
(22)
|
%
|
Non-cash and
non-operating items
|
|
48,887
|
|
|
53,546
|
|
|
(9)
|
%
|
|
154,629
|
|
|
126,281
|
|
|
22
|
%
|
- Amortization and provisions
|
|
26,960
|
|
|
39,729
|
|
|
(32)
|
%
|
|
106,591
|
|
|
97,110
|
|
|
10
|
%
|
- Equity awards compensation expense (1)
|
|
6,305
|
|
|
4,239
|
|
|
49
|
%
|
|
28,770
|
|
|
40,999
|
|
|
(30)
|
%
|
- Net gain or (loss) on disposal of non-current assets
|
|
(20)
|
|
|
—
|
|
|
NM
|
|
|
2,714
|
|
|
—
|
|
|
NM
|
|
- Change in deferred taxes
|
|
11,417
|
|
|
16,792
|
|
|
(32)
|
%
|
|
3,720
|
|
|
15,418
|
|
|
(76)
|
%
|
- Change in income taxes
|
|
3,456
|
|
|
(8,076)
|
|
|
NM
|
|
|
10,867
|
|
|
(28,015)
|
|
|
NM
|
|
- Other
|
|
769
|
|
|
862
|
|
|
(11)
|
%
|
|
1,967
|
|
|
769
|
|
|
NM
|
|
Changes in working
capital related to operating activities
|
|
(51,625)
|
|
|
(35,661)
|
|
|
45
|
%
|
|
(43,962)
|
|
|
582
|
|
|
NM
|
|
- (Increase) / Decrease in trade receivables
|
|
(126,486)
|
|
|
(119,288)
|
|
|
6
|
%
|
|
(3,957)
|
|
|
876
|
|
|
NM
|
|
- Increase / (Decrease) in trade payables
|
|
61,989
|
|
|
63,750
|
|
|
(3)
|
%
|
|
(33,314)
|
|
|
(14,145)
|
|
|
NM
|
|
- (Increase) / Decrease in other current assets
|
|
(9,476)
|
|
|
5,481
|
|
|
NM
|
|
|
(7,188)
|
|
|
7,631
|
|
|
NM
|
|
- Increase in other current liabilities
|
|
26,406
|
|
|
16,116
|
|
|
64
|
%
|
|
6,261
|
|
|
11,390
|
|
|
(45)
|
%
|
- Change in operating lease liabilities and right of use
assets
|
|
(4,058)
|
|
|
(1,720)
|
|
|
NM
|
|
|
(5,764)
|
|
|
(5,170)
|
|
|
11
|
%
|
CASH FROM
OPERATING ACTIVITIES
|
|
44,080
|
|
|
59,359
|
|
|
(26)
|
%
|
|
185,356
|
|
|
222,832
|
|
|
(17)
|
%
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(10,250)
|
|
|
(13,373)
|
|
|
(23)
|
%
|
|
(67,287)
|
|
|
(82,716)
|
|
|
(19)
|
%
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(12,052)
|
|
|
(4,147)
|
|
|
NM
|
|
|
1,818
|
|
|
(15,224)
|
|
|
NM
|
|
Payment for
businesses, net of cash acquired
|
|
(1,173)
|
|
|
—
|
|
|
NM
|
|
|
(1,176)
|
|
|
(4,582)
|
|
|
(74)
|
%
|
Change in other
non-current financial assets
|
|
(13,819)
|
|
|
(17)
|
|
|
NM
|
|
|
(34,448)
|
|
|
(1,366)
|
|
|
NM
|
|
CASH USED FOR
INVESTING ACTIVITIES
|
|
(37,294)
|
|
|
(17,537)
|
|
|
NM
|
|
|
(101,093)
|
|
|
(103,888)
|
|
|
(3)
|
%
|
Proceeds from
borrowings under line-of-credit agreement
|
|
(4,315)
|
|
|
—
|
|
|
NM
|
|
|
153,188
|
|
|
—
|
|
|
NM
|
|
Repayment of
borrowings
|
|
(167,163)
|
|
|
(516)
|
|
|
NM
|
|
|
(167,344)
|
|
|
(1,022)
|
|
|
NM
|
|
Proceeds from capital
increase
|
|
1,626
|
|
|
1,053
|
|
|
54
|
%
|
|
1,727
|
|
|
1,691
|
|
|
2
|
%
|
Repurchase of
treasury stocks
|
|
—
|
|
|
(40,985)
|
|
|
(100)
|
%
|
|
(43,655)
|
|
|
(58,588)
|
|
|
(25)
|
%
|
Change in other
financial liabilities
|
|
347
|
|
|
(25)
|
|
|
NM
|
|
|
(1,663)
|
|
|
(1,192)
|
|
|
40
|
%
|
CASH USED FOR
FINANCING ACTIVITIES
|
|
(169,505)
|
|
|
(40,473)
|
|
|
NM
|
|
|
(57,747)
|
|
|
(59,111)
|
|
|
(2)
|
%
|
Effect of exchange
rates changes on cash and cash equivalents
|
|
23,986
|
|
|
8,236
|
|
|
NM
|
|
|
42,732
|
|
|
(5,496)
|
|
|
NM
|
|
Net increase
(decrease) in cash and cash equivalents
|
|
(138,733)
|
|
|
9,585
|
|
|
NM
|
|
|
69,248
|
|
|
54,337
|
|
|
27
|
%
|
Net cash and cash
equivalents at beginning of period
|
|
626,744
|
|
|
409,178
|
|
|
53
|
%
|
|
418,763
|
|
|
364,426
|
|
|
15
|
%
|
Net cash and cash
equivalents at end of period
|
|
$
|
488,011
|
|
|
$
|
418,763
|
|
|
17
|
%
|
|
$
|
488,011
|
|
|
$
|
418,763
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
|
(5,381)
|
|
|
$
|
(7,166)
|
|
|
(25)
|
%
|
|
$
|
(17,610)
|
|
|
$
|
(52,093)
|
|
|
(66)
|
%
|
Cash paid for
interest
|
|
$
|
(1,336)
|
|
|
$
|
(308)
|
|
|
NM
|
|
|
$
|
(2,155)
|
|
|
$
|
(1,403)
|
|
|
54
|
%
|
|
(1) Share-based compensation expense
according to ASC 718 Compensation - stock compensation accounted
for $5.7 million and $3.9 million of equity awards
compensation expense for the quarter ended December 31, 2020 and
2019, respectively, and $27.1 million and $39.6 million of equity
awards compensation for the twelve months ended December 31, 2020
and 2019, 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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM OPERATING
ACTIVITIES
|
|
$
|
44,080
|
|
|
$
|
59,359
|
|
|
(26)
|
%
|
|
$
|
185,356
|
|
|
$
|
222,832
|
|
|
(17)
|
%
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(10,250)
|
|
|
(13,373)
|
|
|
(23)
|
%
|
|
(67,287)
|
|
|
(82,716)
|
|
|
(19)
|
%
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(12,052)
|
|
|
(4,147)
|
|
|
NM
|
|
|
1,818
|
|
|
(15,224)
|
|
|
NM
|
|
FREE CASH FLOW
(1)
|
|
$
|
21,778
|
|
|
$
|
41,839
|
|
|
(48)
|
%
|
|
$
|
119,887
|
|
|
$
|
124,892
|
|
|
(4)
|
%
|
|
(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
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
YoY Change at
Constant Currency
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
YoY Change at
Constant Currency
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
312,817
|
|
|
$
|
306,250
|
|
|
2
|
%
|
|
3
|
%
|
|
$
|
894,854
|
|
|
$
|
952,154
|
|
|
(6)
|
%
|
|
(5)
|
%
|
|
EMEA
|
|
232,137
|
|
|
216,639
|
|
|
7
|
%
|
|
3
|
%
|
|
749,672
|
|
|
806,197
|
|
|
(7)
|
%
|
|
(8)
|
%
|
|
Asia-Pacific
|
|
116,328
|
|
|
129,751
|
|
|
(10)
|
%
|
|
(14)
|
%
|
|
428,091
|
|
|
503,165
|
|
|
(15)
|
%
|
|
(16)
|
%
|
|
Total
|
|
661,282
|
|
|
652,640
|
|
|
1
|
%
|
|
0.02
|
%
|
|
2,072,617
|
|
|
2,261,516
|
|
|
(8)
|
%
|
|
(8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
(203,341)
|
|
|
(189,092)
|
|
|
8
|
%
|
|
9
|
%
|
|
(569,436)
|
|
|
(579,175)
|
|
|
(2)
|
%
|
|
(0.5)
|
%
|
|
EMEA
|
|
(137,384)
|
|
|
(124,939)
|
|
|
10
|
%
|
|
6
|
%
|
|
(433,206)
|
|
|
(453,530)
|
|
|
(4)
|
%
|
|
(5)
|
%
|
|
Asia-Pacific
|
|
(67,383)
|
|
|
(72,357)
|
|
|
(7)
|
%
|
|
(10)
|
%
|
|
(244,929)
|
|
|
(282,242)
|
|
|
(13)
|
%
|
|
(14)
|
%
|
|
Total
|
|
(408,108)
|
|
|
(386,388)
|
|
|
6
|
%
|
|
4
|
%
|
|
(1,247,571)
|
|
|
(1,314,947)
|
|
|
(5)
|
%
|
|
(5)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
109,476
|
|
|
117,158
|
|
|
(7)
|
%
|
|
(5)
|
%
|
|
325,418
|
|
|
372,979
|
|
|
(13)
|
%
|
|
(11)
|
%
|
|
EMEA
|
|
94,753
|
|
|
91,700
|
|
|
3
|
%
|
|
(1)
|
%
|
|
316,466
|
|
|
352,667
|
|
|
(10)
|
%
|
|
(11)
|
%
|
|
Asia-Pacific
|
|
48,945
|
|
|
57,394
|
|
|
(15)
|
%
|
|
(18)
|
%
|
|
183,162
|
|
|
220,923
|
|
|
(17)
|
%
|
|
(18)
|
%
|
|
Total
|
|
$
|
253,174
|
|
|
$
|
266,252
|
|
|
(5)
|
%
|
|
(6)
|
%
|
|
$
|
825,046
|
|
|
$
|
946,569
|
|
|
(13)
|
%
|
|
(13)
|
%
|
|
(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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
Net income
|
|
$
|
46,818
|
|
|
$
|
41,474
|
|
|
13
|
%
|
|
$
|
74,689
|
|
|
$
|
95,969
|
|
|
(22)
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
expense
|
|
111
|
|
|
1,521
|
|
|
(93)
|
%
|
|
1,939
|
|
|
5,749
|
|
|
(66)
|
%
|
Provision for income
taxes
|
|
20,254
|
|
|
15,882
|
|
|
28
|
%
|
|
32,197
|
|
|
39,496
|
|
|
(18)
|
%
|
Equity awards
compensation expense
|
|
8,960
|
|
|
9,089
|
|
|
(1)
|
%
|
|
31,425
|
|
|
49,132
|
|
|
(36)
|
%
|
Research and
development
|
|
2,482
|
|
|
3,578
|
|
|
(31)
|
%
|
|
10,253
|
|
|
15,036
|
|
|
(32)
|
%
|
Sales and
operations
|
|
3,662
|
|
|
3,009
|
|
|
22
|
%
|
|
12,042
|
|
|
19,301
|
|
|
(38)
|
%
|
General and
administrative
|
|
2,816
|
|
|
2,502
|
|
|
13
|
%
|
|
9,130
|
|
|
14,795
|
|
|
(38)
|
%
|
Pension service
costs
|
|
583
|
|
|
383
|
|
|
52
|
%
|
|
2,232
|
|
|
1,556
|
|
|
43
|
%
|
Research and
development
|
|
290
|
|
|
188
|
|
|
54
|
%
|
|
1,114
|
|
|
760
|
|
|
47
|
%
|
Sales and
operations
|
|
103
|
|
|
69
|
|
|
49
|
%
|
|
394
|
|
|
283
|
|
|
39
|
%
|
General and
administrative
|
|
190
|
|
|
126
|
|
|
51
|
%
|
|
724
|
|
|
513
|
|
|
41
|
%
|
Depreciation and
amortization expense
|
|
22,140
|
|
|
30,489
|
|
|
(27)
|
%
|
|
88,238
|
|
|
93,488
|
|
|
(6)
|
%
|
Cost of
revenue
|
|
15,354
|
|
|
12,691
|
|
|
21
|
%
|
|
55,935
|
|
|
44,866
|
|
|
25
|
%
|
Research and
development (1)
|
|
1,712
|
|
|
5,248
|
|
|
(67)
|
%
|
|
10,741
|
|
|
16,508
|
|
|
(35)
|
%
|
Sales and
operations
|
|
4,033
|
|
|
10,763
|
|
|
(63)
|
%
|
|
16,770
|
|
|
24,914
|
|
|
(33)
|
%
|
General and
administrative
|
|
1,041
|
|
|
1,787
|
|
|
(42)
|
%
|
|
4,792
|
|
|
7,200
|
|
|
(33)
|
%
|
Acquisition-related
costs
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
General and
administrative
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
Restructuring related
and transformation costs (2)
|
|
4,383
|
|
|
10,661
|
|
|
(59)
|
%
|
|
19,989
|
|
|
13,582
|
|
|
47
|
%
|
Research and
development
|
|
747
|
|
|
1,704
|
|
|
(56)
|
|
|
4,240
|
|
|
2,000
|
|
|
NM
|
|
Sales and
operations
|
|
2,605
|
|
|
6,614
|
|
|
(61)
|
%
|
|
9,398
|
|
|
8,810
|
|
|
7
|
%
|
General and
administrative
|
|
1,031
|
|
|
2,343
|
|
|
(56)
|
%
|
|
6,351
|
|
|
2,772
|
|
|
NM
|
|
Total net
adjustments
|
|
56,605
|
|
|
68,025
|
|
|
(17)
|
%
|
|
176,306
|
|
|
203,003
|
|
|
(13)
|
%
|
Adjusted EBITDA
(3)
|
|
$
|
103,423
|
|
|
$
|
109,499
|
|
|
(6)
|
%
|
|
$
|
250,995
|
|
|
$
|
298,972
|
|
|
(16)
|
%
|
(1) For the Twelve Months Ended
December 31, 2020, the Company recognized an accelerated
amortization for Manage technology due to a revised useful life in
2019 ($4.0 million in Research and development).
|
|
(2) For
the Three Months Ended and the Twelve Months Ended December 2020,
and December 2019, respectively, the Company recognized
restructuring related and transformation costs following its new
organizational structure implemented to support its multi-product
platform strategy and office right sizing policy:
|
|
|
Three Months
Ended
|
Twelve Months
Ended
|
|
December
31,
|
December
31,
|
|
2020
|
|
2019
|
2020
|
|
2019
|
(Gain) from
forfeitures of share-based compensation awards
|
(2,655)
|
|
|
(4,849)
|
|
(2,655)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
—
|
|
|
(67)
|
|
—
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
4,158
|
|
|
9,432
|
|
12,975
|
|
|
11,080
|
|
Payroll related
costs
|
1,422
|
|
|
6,145
|
|
5,911
|
|
|
9,474
|
|
Consulting costs
related to transformation
|
1,458
|
|
|
—
|
|
3,758
|
|
|
—
|
|
Total
restructuring related and transformation costs
|
4,383
|
|
|
10,661
|
|
19,989
|
|
|
13,582
|
|
|
For the Three Months
Ended and the Twelve Months Ended December 31, 2020, the cash
outflows related to restructuring related and transformation costs
were $3.9 million, and $16.9 million respectively, and were mainly
compromised of payroll costs, broker and consulting fees and
termination penalties related to facilities.
|
|
(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 related and transformation 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 related and transformation 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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
Research and
Development expenses
|
|
$
|
(32,797)
|
|
|
$
|
(40,585)
|
|
|
(19)
|
%
|
|
$
|
(132,513)
|
|
|
$
|
(172,591)
|
|
|
(23)
|
%
|
Equity awards
compensation expense
|
|
2,482
|
|
|
3,578
|
|
|
(31)
|
%
|
|
10,253
|
|
|
15,036
|
|
|
(32)
|
%
|
Depreciation and
Amortization expense (1)
|
|
1,712
|
|
|
5,248
|
|
|
(67)
|
%
|
|
10,741
|
|
|
16,508
|
|
|
(35)
|
%
|
Pension service
costs
|
|
290
|
|
|
188
|
|
|
54
|
%
|
|
1,114
|
|
|
760
|
|
|
47
|
%
|
Restructuring
related and transformation costs (2)
|
|
747
|
|
|
1,704
|
|
|
(56)
|
%
|
|
4,240
|
|
|
2,000
|
|
|
NM
|
|
Non GAAP - Research
and Development expenses
|
|
(27,566)
|
|
|
(29,867)
|
|
|
(8)
|
%
|
|
(106,165)
|
|
|
(138,287)
|
|
|
(23)
|
%
|
Sales and Operations
expenses
|
|
(85,871)
|
|
|
(98,080)
|
|
|
(12)
|
%
|
|
(330,285)
|
|
|
(375,477)
|
|
|
(12)
|
%
|
Equity awards
compensation expense
|
|
3,662
|
|
|
3,009
|
|
|
22
|
%
|
|
12,042
|
|
|
19,301
|
|
|
(38)
|
%
|
Depreciation and
Amortization expense
|
|
4,033
|
|
|
10,763
|
|
|
(63)
|
%
|
|
16,770
|
|
|
24,914
|
|
|
(33)
|
%
|
Pension service
costs
|
|
103
|
|
|
69
|
|
|
49
|
%
|
|
394
|
|
|
283
|
|
|
39
|
%
|
Restructuring
related and transformation costs (2)
|
|
2,605
|
|
|
6,614
|
|
|
(61)
|
%
|
|
9,398
|
|
|
8,810
|
|
|
7
|
%
|
Non GAAP - Sales and
Operations expenses
|
|
(75,468)
|
|
|
(77,625)
|
|
|
(3)
|
%
|
|
(291,681)
|
|
|
(322,169)
|
|
|
(9)
|
%
|
General and
Administrative expenses
|
|
(32,623)
|
|
|
(37,382)
|
|
|
(13)
|
%
|
|
(116,395)
|
|
|
(139,754)
|
|
|
(17)
|
%
|
Equity awards
compensation expense
|
|
2,816
|
|
|
2,502
|
|
|
13
|
%
|
|
9,130
|
|
|
14,795
|
|
|
(38)
|
%
|
Depreciation and
Amortization expense
|
|
1,041
|
|
|
1,787
|
|
|
(42)
|
%
|
|
4,792
|
|
|
7,200
|
|
|
(33)
|
%
|
Pension service
costs
|
|
190
|
|
|
126
|
|
|
51
|
%
|
|
724
|
|
|
513
|
|
|
41
|
%
|
Acquisition
related costs
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
Restructuring
related and transformation costs (2)
|
|
1,031
|
|
|
2,343
|
|
|
(56)
|
%
|
|
6,351
|
|
|
2,772
|
|
|
NM
|
|
Non GAAP - General
and Administrative expenses
|
|
(27,371)
|
|
|
(30,624)
|
|
|
(11)
|
%
|
|
(95,112)
|
|
|
(114,474)
|
|
|
(17)
|
%
|
Total Operating
expenses
|
|
(151,291)
|
|
|
(176,047)
|
|
|
(14)
|
%
|
|
(579,193)
|
|
|
(687,822)
|
|
|
(16)
|
%
|
Equity awards
compensation expense
|
|
8,960
|
|
|
9,089
|
|
|
(1)
|
%
|
|
31,425
|
|
|
49,132
|
|
|
(36)
|
%
|
Depreciation and
Amortization expense (1)
|
|
6,786
|
|
|
17,798
|
|
|
(62)
|
%
|
|
32,303
|
|
|
48,622
|
|
|
(34)
|
%
|
Pension service
costs
|
|
583
|
|
|
383
|
|
|
52
|
%
|
|
2,232
|
|
|
1,556
|
|
|
43
|
%
|
Acquisition-related costs
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
Restructuring
related and transformation costs (2)
|
|
4,383
|
|
|
10,661
|
|
|
(59)
|
%
|
|
19,989
|
|
|
13,582
|
|
|
47
|
%
|
Total Non GAAP
Operating expenses (3)
|
|
$
|
(130,405)
|
|
|
$
|
(138,116)
|
|
|
(6)
|
%
|
|
$
|
(492,958)
|
|
|
$
|
(574,930)
|
|
|
(14)
|
%
|
|
(1) For the Twelve Months Ended
December 31, 2020, the Company recognized an accelerated
amortization for Manage technology due to a revised useful life in
2019 ($4.0 million in Research and development).
|
|
(2)For the
Three Months Ended and the Twelve Months Ended December 2020, and
December 2019, respectively, the Company recognized restructuring
related and transformation costs following its new organizational
structure implemented to support its multi-product platform
strategy and office right sizing policy.
|
|
Three Months
Ended
|
Twelve Months
Ended
|
|
December
31,
|
December
31,
|
|
2020
|
|
2019
|
2020
|
|
2019
|
(Gain) from
forfeitures of share-based compensation awards
|
(2,655)
|
|
|
(4,849)
|
|
(2,655)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
—
|
|
|
(67)
|
|
—
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
4,158
|
|
|
9,432
|
|
12,975
|
|
|
11,080
|
|
Payroll related
costs
|
1,422
|
|
|
6,145
|
|
5,911
|
|
|
9,474
|
|
Consulting costs
related to transformation
|
1,458
|
|
|
—
|
|
3,758
|
|
|
—
|
|
Total
restructuring related and transformation costs
|
4,383
|
|
|
10,661
|
|
19,989
|
|
|
13,582
|
|
|
For the Three Months
Ended and the Twelve Months Ended December 31, 2020, the cash
outflows related to restructuring related and transformation costs
were $3.9 million, and $16.9 million respectively, and were mainly
compromised of payroll costs, broker and consulting fees and
termination penalties related to facilities.
|
|
(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
related and transformation 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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
Equity awards
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
$
|
2,482
|
|
|
$
|
3,578
|
|
|
(31)
|
%
|
|
$
|
10,253
|
|
|
$
|
15,036
|
|
|
(32)
|
%
|
Sales and
operations
|
|
3,662
|
|
|
3,009
|
|
|
22
|
%
|
|
12,042
|
|
|
19,301
|
|
|
(38)
|
%
|
General and
administrative
|
|
2,816
|
|
|
2,502
|
|
|
13
|
%
|
|
9,130
|
|
|
14,795
|
|
|
(38)
|
%
|
Total equity awards
compensation expense
|
|
8,960
|
|
|
9,089
|
|
|
(1)
|
%
|
|
31,425
|
|
|
49,132
|
|
|
(36)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension service
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
290
|
|
|
188
|
|
|
54
|
%
|
|
1,114
|
|
|
760
|
|
|
47
|
%
|
Sales and
operations
|
|
103
|
|
|
69
|
|
|
49
|
%
|
|
394
|
|
|
283
|
|
|
39
|
%
|
General and
administrative
|
|
190
|
|
|
126
|
|
|
51
|
%
|
|
724
|
|
|
513
|
|
|
41
|
%
|
Total pension service
costs
|
|
583
|
|
|
383
|
|
|
52
|
%
|
|
2,232
|
|
|
1,556
|
|
|
43
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
15,354
|
|
|
12,691
|
|
|
21
|
%
|
|
55,935
|
|
|
44,866
|
|
|
25
|
%
|
Research and
development (1)
|
|
1,712
|
|
|
5,248
|
|
|
(67)
|
%
|
|
10,741
|
|
|
16,508
|
|
|
(35)
|
%
|
Sales and
operations
|
|
4,033
|
|
|
10,763
|
|
|
(63)
|
%
|
|
16,770
|
|
|
24,914
|
|
|
(33)
|
%
|
General and
administrative
|
|
1,041
|
|
|
1,787
|
|
|
(42)
|
%
|
|
4,792
|
|
|
7,200
|
|
|
(33)
|
%
|
Total depreciation
and amortization expense
|
|
22,140
|
|
|
30,489
|
|
|
(27)
|
%
|
|
88,238
|
|
|
93,488
|
|
|
(6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
Total
acquisition-related costs
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring related
and transformation costs (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
747
|
|
|
1,704
|
|
|
(56)
|
%
|
|
4,240
|
|
|
2,000
|
|
|
NM
|
|
Sales and
operations
|
|
2,605
|
|
|
6,614
|
|
|
(61)
|
%
|
|
9,398
|
|
|
8,810
|
|
|
7
|
%
|
General and
administrative
|
|
1,031
|
|
|
2,343
|
|
|
(56)
|
%
|
|
6,351
|
|
|
2,772
|
|
|
NM
|
|
Total
restructuring related and transformation costs
|
|
$
|
4,383
|
|
|
$
|
10,661
|
|
|
(59)
|
%
|
|
$
|
19,989
|
|
|
$
|
13,582
|
|
|
47
|
%
|
(1) For the Twelve Months Ended
December 31, 2020, the Company recognized an accelerated
amortization for Manage technology due to a revised useful life in
2019 ($4.0 million in Research and development).
|
|
(2)For the
Three Months Ended and the Twelve Months Ended December 2020, and
December 2019, respectively, the Company recognized restructuring
related and transformation costs following its new organizational
structure implemented to support its multi-product platform
strategy and office right sizing policy:
|
|
|
Three Months
Ended
|
Twelve Months
Ended
|
|
December
31,
|
December
31,
|
|
2020
|
|
2019
|
2020
|
|
2019
|
(Gain) from
forfeitures of share-based compensation awards
|
(2,655)
|
|
|
(4,849)
|
|
(2,655)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
—
|
|
|
(67)
|
|
—
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
4,158
|
|
|
9,432
|
|
12,975
|
|
|
11,080
|
|
Payroll related
costs
|
1,422
|
|
|
6,145
|
|
5,911
|
|
|
9,474
|
|
Consulting costs
related to transformation
|
1,458
|
|
|
—
|
|
3,758
|
|
|
—
|
|
Total
restructuring related and transformation costs
|
4,383
|
|
|
10,661
|
|
19,989
|
|
|
13,582
|
|
|
For the Three Months
Ended and the Twelve Months Ended December 31, 2020, the cash
outflows related to restructuring related and transformation costs
were $3.9 million, and $16.9 million respectively, and were mainly
compromised of payroll costs, broker and consulting fees and
termination penalties related to facilities.
|
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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
46,818
|
|
|
$
|
41,474
|
|
|
13
|
%
|
|
$
|
74,689
|
|
|
$
|
95,969
|
|
|
(22)
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
8,960
|
|
|
9,089
|
|
|
(1)
|
%
|
|
31,425
|
|
|
49,132
|
|
|
(36)
|
%
|
Amortization of
acquisition-related intangible assets (1)
|
|
2,926
|
|
|
11,513
|
|
|
(75)
|
%
|
|
15,520
|
|
|
27,906
|
|
|
(44)
|
%
|
Acquisition-related
costs
|
|
174
|
|
|
—
|
|
|
NM
|
|
|
286
|
|
|
—
|
|
|
NM
|
|
Restructuring related
and transformation costs (2)
|
|
4,383
|
|
|
10,661
|
|
|
(59)
|
%
|
|
19,989
|
|
|
13,582
|
|
|
47
|
%
|
Tax impact of the
above adjustments
|
|
(2,127)
|
|
|
(3,219)
|
|
|
(34)
|
%
|
|
(7,738)
|
|
|
(11,190)
|
|
|
(31)
|
%
|
Total net
adjustments
|
|
14,316
|
|
|
28,044
|
|
|
(49)
|
%
|
|
59,482
|
|
|
79,430
|
|
|
(25)
|
%
|
Adjusted net income
(3)
|
|
$
|
61,134
|
|
|
$
|
69,518
|
|
|
(12)
|
%
|
|
$
|
134,171
|
|
|
$
|
175,399
|
|
|
(24)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
60,336,486
|
|
|
63,430,621
|
|
|
|
|
60,876,480
|
|
|
64,305,965
|
|
|
|
-
Diluted
|
|
62,348,489
|
|
|
64,655,065
|
|
|
|
|
61,818,593
|
|
|
65,598,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
|
1.01
|
|
|
$
|
1.10
|
|
|
(8)
|
%
|
|
$
|
2.20
|
|
|
$
|
2.73
|
|
|
(19)
|
%
|
-
Diluted
|
|
$
|
0.98
|
|
|
$
|
1.08
|
|
|
(9)
|
%
|
|
$
|
2.17
|
|
|
$
|
2.67
|
|
|
(19)
|
%
|
(1) For the Twelve Months Ended
December 31, 2020, the Company recognized an accelerated
amortization for Manage technology due to a revised useful life in
2019 ($4.0 million in Research and development).
|
|
(2) For
the Three Months Ended and the Twelve Months Ended December 2020,
and December 2019, respectively, the Company recognized
restructuring related and transformation costs following its
new organizational structure implemented to support its
multi-product platform strategy and office right sizing
policy:
|
|
|
Three Months
Ended
|
Twelve Months
Ended
|
|
December
31,
|
December
31,
|
|
2020
|
|
2019
|
2020
|
|
2019
|
(Gain) from
forfeitures of share-based compensation awards
|
(2,655)
|
|
|
(4,849)
|
|
(2,655)
|
|
|
(8,133)
|
|
Depreciation and
amortization expense
|
—
|
|
|
(67)
|
|
—
|
|
|
1,161
|
|
Facilities and
impairment related costs
|
4,158
|
|
|
9,432
|
|
12,975
|
|
|
11,080
|
|
Payroll related
costs
|
1,422
|
|
|
6,145
|
|
5,911
|
|
|
9,474
|
|
Consulting costs
related to transformation
|
1,458
|
|
|
—
|
|
3,758
|
|
|
—
|
|
Total
restructuring related and transformation costs
|
4,383
|
|
|
10,661
|
|
19,989
|
|
|
13,582
|
|
|
For the Three Months
Ended and the Twelve Months Ended December 31, 2020, the cash
outflows related to restructuring related and transformation costs
were $3.9 million, and $16.9 million respectively, and were mainly
compromised of payroll costs, broker and consulting fees and
termination penalties related to facilities.
|
|
(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 related and transformation 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 related and transformation 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,
|
|
|
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
2020
|
|
2019
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported
|
|
$
|
661,282
|
|
|
$
|
652,640
|
|
|
1
|
%
|
|
$
|
2,072,617
|
|
|
$
|
2,261,516
|
|
|
(8)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(8,493)
|
|
|
|
|
|
|
3,239
|
|
|
|
|
|
Revenue at constant
currency(1)
|
|
652,789
|
|
|
652,640
|
|
|
0.02
|
%
|
|
2,075,856
|
|
|
2,261,516
|
|
|
(8)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
|
(408,108)
|
|
|
(386,388)
|
|
|
6
|
%
|
|
(1,247,571)
|
|
|
(1,314,947)
|
|
|
(5)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
4,868
|
|
|
|
|
|
|
(1,605)
|
|
|
|
|
|
Traffic Acquisition
Costs at constant currency(1)
|
|
(403,240)
|
|
|
(386,388)
|
|
|
4
|
%
|
|
(1,249,176)
|
|
|
(1,314,947)
|
|
|
(5)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC as
reported(2)
|
|
253,174
|
|
|
266,252
|
|
|
(5)
|
%
|
|
825,046
|
|
|
946,569
|
|
|
(13)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(3,625)
|
|
|
|
|
|
|
1,634
|
|
|
|
|
|
Revenue ex-TAC at
constant currency(2)
|
|
249,549
|
|
|
266,252
|
|
|
(6)
|
%
|
|
826,680
|
|
|
946,569
|
|
|
(13)
|
%
|
Revenue
ex-TAC(2)/Revenue as reported
|
|
38
|
%
|
|
41
|
%
|
|
|
|
40
|
%
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(34,700)
|
|
|
(31,328)
|
|
|
11
|
%
|
|
(137,028)
|
|
|
(117,533)
|
|
|
17
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
104
|
|
|
|
|
|
|
(1,167)
|
|
|
|
|
|
Other cost of revenue
at constant currency(1)
|
|
(34,596)
|
|
|
(31,328)
|
|
|
10
|
%
|
|
(138,195)
|
|
|
(117,533)
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(3)
|
|
103,423
|
|
|
109,499
|
|
|
(6)
|
%
|
|
250,995
|
|
|
298,972
|
|
|
(16)
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(3,574)
|
|
|
|
|
|
|
(3,756)
|
|
|
|
|
|
Adjusted
EBITDA(3) at constant currency(1)
|
|
$
|
99,849
|
|
|
$
|
109,499
|
|
|
(9)
|
%
|
|
$
|
247,239
|
|
|
$
|
298,972
|
|
|
(17)
|
%
|
Adjusted
EBITDA(3)/Revenue ex-TAC(2)
|
|
41
|
%
|
|
41
|
%
|
|
|
|
30
|
%
|
|
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,
|
|
|
2020
|
|
2019
|
Shares outstanding as
at January 1,
|
|
62,293,508
|
|
|
64,249,084
|
|
Weighted average
number of shares issued during the period
|
|
(1,417,028)
|
|
|
56,881
|
|
Basic number of
shares - Basic EPS basis
|
|
60,876,480
|
|
|
64,305,965
|
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
942,113
|
|
|
1,292,623
|
|
Diluted number of
shares - Diluted EPS basis
|
|
61,818,593
|
|
|
65,598,588
|
|
|
|
|
|
|
Shares issued as at
December 31, before Treasury stocks
|
|
66,272,106
|
|
|
66,197,181
|
|
Treasury stock as of
December 31,
|
|
(5,632,536)
|
|
|
(3,903,673)
|
|
Shares outstanding as
of December 31, after Treasury stocks
|
|
60,639,570
|
|
|
62,293,508
|
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
7,400,024
|
|
|
7,914,860
|
|
Fully diluted shares
as at December 31,
|
|
68,039,594
|
|
|
70,208,368
|
|
CRITEO
S.A.
Supplemental
Financial Information and Operating Metrics
(U.S. dollars in
thousands except where stated, unaudited)
|
|
|
YoY
Change
|
QoQ
Change
|
Q4
2020
|
Q3
2020
|
Q2
2020
|
Q1
2020
|
Q4
2019
|
Q3
2019
|
Q2
2019
|
Q1
2019
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
6%
|
4%
|
21,460
|
20,565
|
20,359
|
20,360
|
20,247
|
19,971
|
19,733
|
19,373
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
1%
|
41%
|
661,282
|
470,345
|
437,614
|
503,376
|
652,640
|
522,606
|
528,147
|
558,123
|
Americas
|
2%
|
53%
|
312,817
|
204,618
|
185,674
|
191,745
|
306,250
|
213,937
|
213,974
|
217,993
|
EMEA
|
7%
|
38%
|
232,137
|
167,800
|
159,621
|
190,114
|
216,639
|
185,556
|
194,359
|
209,643
|
APAC
|
(10)%
|
19%
|
116,328
|
97,927
|
92,319
|
121,517
|
129,751
|
123,113
|
119,814
|
130,487
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
6%
|
43%
|
(408,108)
|
(284,401)
|
(257,698)
|
(297,364)
|
(386,388)
|
(301,901)
|
(304,229)
|
(322,429)
|
Americas
|
8%
|
56%
|
(203,341)
|
(130,756)
|
(115,317)
|
(120,022)
|
(189,092)
|
(129,047)
|
(129,491)
|
(131,545)
|
EMEA
|
10%
|
41%
|
(137,384)
|
(97,272)
|
(90,153)
|
(108,397)
|
(124,939)
|
(103,899)
|
(107,401)
|
(117,291)
|
APAC
|
(7)%
|
20%
|
(67,383)
|
(56,373)
|
(52,228)
|
(68,945)
|
(72,357)
|
(68,955)
|
(67,337)
|
(73,593)
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
(5)%
|
36%
|
253,174
|
185,944
|
179,916
|
206,012
|
266,252
|
220,705
|
223,918
|
235,694
|
Americas
|
(7)%
|
48%
|
109,476
|
73,862
|
70,357
|
71,723
|
117,158
|
84,890
|
84,483
|
86,448
|
EMEA
|
3%
|
34%
|
94,753
|
70,528
|
69,468
|
81,717
|
91,700
|
81,657
|
86,958
|
92,352
|
APAC
|
(15)%
|
18%
|
48,945
|
41,554
|
40,091
|
52,572
|
57,394
|
54,158
|
52,477
|
56,894
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
(26)%
|
(14)%
|
44,080
|
51,156
|
33,377
|
56,743
|
59,359
|
43,289
|
52,964
|
67,220
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
27%
|
73%
|
22,302
|
12,898
|
18,532
|
11,737
|
17,520
|
23,944
|
32,792
|
23,684
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures/Revenue
|
N.A
|
N.A
|
3%
|
3%
|
4%
|
2%
|
3%
|
5%
|
6%
|
4%
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
17%
|
(22)%
|
488,011
|
626,744
|
578,181
|
436,506
|
418,763
|
409,178
|
422,053
|
395,771
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
(6)%
|
(2)%
|
2,594
|
2,636
|
2,685
|
2,701
|
2,755
|
2,794
|
2,873
|
2,813
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding (days - end of month)
|
N.A
|
N.A
|
56
|
62
|
61
|
62
|
52
|
57
|
58
|
59
|
|
(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.
|
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SOURCE Criteo S.A.