Completed the Acquisition of IPONWEB, a
Market-Leading AdTech Platform Company
Raises 2022
Contribution ex-TAC Guidance with IPONWEB
Acquisition
Announces Investor Day on September 26, 2022
NEW
YORK, Aug. 3, 2022 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media
company, today announced the completion of its acquisition of
IPONWEB and financial results for the three and six months ended
June 30, 2022.
Completion of the Acquisition of IPONWEB
Criteo completed the acquisition of IPONWEB, a market-leading
AdTech platform company with world-class media trading
capabilities, on August 1, 2022.
With this strategic acquisition, Criteo accelerates its Commerce
Media Platform strategy to better serve its enterprise marketers –
and their agency partners – by leveraging IPONWEB's
well-established Demand Side Platform (DSP) and Supply Side
Platform (SSP) solutions. This acquisition also expands
monetization opportunities for all media owners, including
retailers, and provides critical capabilities for first-party data
management across the ecosystem.
On December 9, 2021, Criteo
announced that it had entered into exclusive negotiations to
acquire IPONWEB for $380 million,
made up of $305 million in cash and
$75 million in treasury shares. In
accordance with the revised terms of the transaction, Criteo
acquired IPONWEB for $250 million,
subject to customary purchase price adjustments, made up of
approximately $180 million paid in
cash and approximately $70 million
paid in Criteo treasury shares at closing, plus potential earnout
consideration of up to $100 million
to be paid in cash over the next eighteen months subject to certain
financial and other performance milestones. The restructured
transaction also excludes IPONWEB's subsidiary in Russia.
Second Quarter 2022 Financial Highlights:
The following table summarizes our consolidated financial
results for the three and six months ended June 30, 2022:
|
Three Months
Ended
|
Six Months
Ended
|
|
June
30,
|
June
30,
|
|
2022
|
|
2021
|
|
YoY
Change
|
2022
|
|
2021
|
|
YoY
Change
|
|
(in millions, except
EPS data)
|
GAAP
Results
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
495
|
|
$
551
|
|
(10) %
|
$
1,006
|
|
$
1,092
|
|
(8) %
|
Gross Profit
|
$
185
|
|
$
183
|
|
1 %
|
$
369
|
|
$ 362
|
|
2 %
|
Net Income
|
$
18
|
|
$
15
|
|
18 %
|
$
39
|
|
$
38
|
|
1 %
|
Gross Profit
margin
|
37 %
|
|
33 %
|
|
4ppt
|
37 %
|
|
33 %
|
|
4ppt
|
Diluted EPS
|
$
0.27
|
|
$
0.23
|
|
17 %
|
$
0.60
|
|
$
0.58
|
|
3 %
|
Cash from operating
activities
|
$
14
|
|
$
26
|
|
(47) %
|
$
89
|
|
$ 104
|
|
(14) %
|
Cash and cash
equivalents
|
$
563
|
|
$
490
|
|
15 %
|
$
563
|
|
$ 490
|
|
15 %
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Results1
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
$
215
|
|
$
220
|
|
(3) %
|
$
431
|
|
$ 434
|
|
(1) %
|
Contribution ex-TAC
margin
|
43 %
|
|
40 %
|
|
3ppt
|
43 %
|
|
40 %
|
|
3ppt
|
Adjusted
EBITDA
|
$
50
|
|
$
67
|
|
(26) %
|
$
113
|
|
$ 143
|
|
(21) %
|
Adjusted diluted
EPS
|
$
0.58
|
|
$
0.63
|
|
(8) %
|
$
1.11
|
|
$
1.31
|
|
(15) %
|
Free Cash Flow
(FCF)
|
$
(1)
|
|
$
13
|
|
(111) %
|
$
68
|
|
$
77
|
|
(12) %
|
FCF / Adjusted
EBITDA
|
(3) %
|
|
20 %
|
|
(23)ppt
|
60 %
|
|
54 %
|
|
6ppt
|
|
|
|
|
|
|
|
|
|
1
Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA,
Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are
not measures calculated in accordance with U.S. GAAP.
|
"Our second quarter performance demonstrates our team's strong
execution and the value we bring to our clients," said Megan Clarken, Chief Executive Officer of
Criteo. "We are thrilled to welcome IPONWEB to Criteo. Together
with IPONWEB, we expect to have significant scale and
differentiated first-party data capabilities to meet the
fast-growing demand for Commerce and Retail Media solutions on the
open internet."
Operating Highlights
- On August 1st, we completed the
acquisition of IPONWEB for $250
million, including approximately $180
million paid in cash and approximately $70 million paid in Criteo treasury shares at
closing, plus potential earnout consideration of up to $100 million.
- Retail Media Contribution ex-TAC grew 42% year-over-year at
constant currency2, and same-retailer Contribution
ex-TAC3 for Retail Media increased 37%
year-over-year.
- Marketing Solutions Contribution ex-TAC grew 2% year-over-year
at constant currency2.
- We expanded our platform adoption with large retailers and
marketplaces, including Bloomingdale's, Deliveroo and Lowe's
Canada.
- We rolled out our API Partner Program in EMEA and added
ChannelAdvisor as an API Partner in the U.S.
- The French Competition Authority issued a favorable decision
that will restore Criteo's partner status and partner access to
Meta ad inventory globally.
- Criteo's activated media spend4 by the Commerce
Media Platform for marketers and media owners was over $2.8 billion in the last 12 months and
$676 million in Q2, growing 9% at
constant currency2.
- We had 725 million Daily Active Users (DAUs), over 60% of which
on the web are addressable through media owners we have direct
access to, as we continue to build Criteo's first-party commerce
media network.
- In July 2022, we signed a mandate
letter and term sheet, subject to customary conditions, for an
expanded €407 million ($418 million)
revolving credit facility.
Financial Summary
Revenue for Q2 2022 was $495
million, gross profit was $185
million and Contribution ex-TAC was $215 million. Net income for Q2 was
$18 million, or $0.27 per share
on a diluted basis. Adjusted EBITDA for Q2 was $50 million, resulting in an adjusted diluted EPS
of $0.58. As reported, Revenue for Q2
decreased by 10%, gross profit increased 1% and Contribution ex-TAC
decreased by 3%. At constant currency, Revenue for Q2 decreased by
3% and Contribution ex-TAC increased by 7%. Cash flow from
operating activities was $14 million and Free Cash Flow was
$(1) million in Q2. As of
June 30, 2022, we had $573 million in cash and marketable securities on
our balance sheet.
Sarah Glickman, Chief Financial
Officer, said, "Strong growth in our Retail Media and Audience
Targeting solutions, and resilient performance in our retargeting
solutions delivered 7% growth in Contribution ex-TAC at constant
currency, despite a slower macro environment and the suspension of
our Russia operations. We are on
pace to deliver sustainable and profitable growth in 2022 and we
remain confident in our long-term growth outlook. With our
strategic acquisition of IPONWEB and our share buyback program, we
are deploying our capital to accelerate growth and drive near- and
long-term shareholder value."
Second Quarter 2022 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue decreased by 10% year-over-year in Q2 2022, or 3% at
constant currency, to $495 million (Q2 2021:
$551 million). Gross profit increased by 1% year-over-year in
Q2 2022 to $203 million (Q2 2021:
$183 million). Gross profit as a
percentage of revenue, or gross profit margin, was 37% (Q2 2021:
33%). Contribution ex-TAC in the second quarter decreased 3%
year-over-year, or increased 7% at constant currency, to
$215 million (Q2 2021: $220 million). Contribution
ex-TAC as a percentage of revenue, or Contribution ex-TAC margin,
was 43% (Q2 2021: 40%), up 300 basis points year-over-year, largely
driven by Retail Media and the acceleration of our client
transition to the Company's platform.
- Marketing Solutions revenue decreased 10%, or decreased 2% at
constant currency, and Marketing Solutions Contribution ex-TAC
decreased 8%, or increased 2% at constant currency, driven by
healthy demand from Retail clients and a rebound in Travel,
partially offset by anticipated identity and privacy changes and
the suspension of the Company's operations in Russia.
- Retail Media revenue decreased 14%, or 12% at constant
currency, reflecting the impact related to the ongoing client
migration to the Company's platform. Retail Media Contribution
ex-TAC increased 36%, or 42% at constant currency, driven by
continued strength in Retail Media onsite, new client integrations
and growing network effects of the platform.
|
|
|
|
|
|
|
|
|
1
Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA,
Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are
not measures calculated in accordance with U.S. GAAP.
|
2 Constant
currency measures exclude the impact of foreign currency
fluctuations and is computed by applying the prior year monthly
exchange rates to transactions denominated in settlement or billing
currencies other than the US dollar.
|
3
Same-client profitability or Contribution ex-TAC is the
profitability or Contribution ex-TAC generated by clients that were
live with us in a given quarter and are still live with us the same
quarter in the following year.
|
4 Activated
media spend is defined as the sum of our Marketing Solutions
revenue and the media spend activated on behalf of our Retail Media
clients.
|
Net Income and Adjusted Net Income
Net income was $18 million in Q2 2022 (Q2 2021:
$15 million). Net income margin as a percentage of revenue was
4% (Q2 2021: 3%). Net income available to shareholders of
Criteo was $17 million, or
$0.27 per share on a diluted basis
(Q2 2021: $15 million, or $0.23 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,
restructuring related and transformation costs and the tax impact
of these adjustments, was $36 million, or $0.58 per share on a diluted basis (Q2 2021:
$41 million, or $0.63 per share
on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was $50 million,
in line with the Company's guidance, representing a decrease of 26%
year-over-year (Q2 2021: $67 million). This was driven by
planned growth investments, including investments in our people and
marketing events, partially offset by higher Contribution ex-TAC
over the period. Adjusted EBITDA as a percentage of Contribution
ex-TAC, or Adjusted EBITDA margin, was 23% (Q2 2021: 31%).
Operating expenses increased 8% year-over-year to
$176 million (Q2 2021: $163 million), mostly driven
by higher headcount-related expense, including equity awards
compensation expense, balanced with effective cost management.
Operating expenses, excluding the impact of equity awards
compensation expense, pension costs, acquisition-related costs,
restructuring related and transformation costs, and depreciation
and amortization, which we refer to as Non-GAAP operating expenses,
increased by 13% or $17 million, to
$148 million (Q2 2021: $131
million).
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities decreased 47% year-over-year
to $14 million in Q2 2022 (Q2 2021:
$26 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 to
$(1) million in Q2 2022 (Q2 2021: $13 million).
Cash and cash equivalents increased $47
million compared to December 31,
2021 to $563 million, after spending approximately
$21 million on share repurchases in
the second quarter of 2022.
As of June 30, 2022, the Company
had total financial liquidity of approximately $1 billion, including its cash position,
marketable securities, Revolving Credit Facility and treasury
shares reserved for M&A.
2022 Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of August 3,
2022.
Third quarter 2022 guidance:
- We expect Contribution ex-TAC between $223 million and $229
million, or year-over-year growth at constant-currency
of +12% to +15%, including the contribution from our IPONWEB
acquisition.
- We expect Adjusted EBITDA between $48
million and $53
million.
Fiscal year 2022 guidance:
- We now expect Contribution ex-TAC to grow by 11% to 14% at
constant currency, including the contribution from our IPONWEB
acquisition.
- We now to expect an Adjusted EBITDA margin of approximately
30% to 31% of Contribution ex-TAC and a Free Cash Flow
conversion rate of about 45% of Adjusted EBITDA.
The above guidance for the third quarter and fiscal year ending
December 31, 2022 assumes the
following exchange rates for the main currencies impacting our
business: a U.S. dollar-euro rate of 0.943, a U.S. dollar-Japanese
Yen rate of 127, a U.S. dollar-British pound rate of 0.797, a U.S.
dollar-Korean Won rate of 1,190 and a U.S. dollar-Brazilian real
rate of 5.30.
The above guidance assumes that no additional acquisitions are
completed during the third quarter of 2022 or the fiscal year ended
December 31, 2022.
Reconciliations of Contribution ex-TAC, Adjusted EBITDA and
Adjusted EBITDA margin guidance to the closest corresponding U.S.
GAAP measures are 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.
New Revolving Credit Facility
Criteo signed a mandate letter and term sheet, subject to
customary conditions, for an expanded €407 million ($418 million), five-year revolving credit
facility, which would replace the Company's prior €294 million
($305 million) facility. The mandate
letter and term sheet were signed on July
29, 2022 and the Company expects to enter into a definitive
agreement in the third quarter. The increased borrowing capacity
reflects Criteo's financial strength and growth outlook.
Investor Day
Criteo also announced today that it will host an Investor Day in
New York City on September 26, 2022. The Investor Day will be an
opportunity for the Company to provide an update on its mid-term
financial outlook.
Update to Constant Currency Calculation Methodology
Beginning in the second quarter of 2022, the Company updated its
methodology for calculating results on a constant currency basis,
which are non-GAAP measures. The Company will use the prior year's
monthly exchange rates where the settlement or billing currencies
are in currencies other than US dollars. The Q1 2022 constant
currency results have been revised consistent with this updated
methodology.
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"): Contribution
ex-TAC, Contribution 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.
Contribution ex-TAC is a profitability measure akin to gross
profit. It is calculated by deducting traffic acquisition costs
from revenue and reconciled to gross profit through the exclusion
of other costs of revenue. Contribution ex-TAC is not a measure
calculated in accordance with U.S. GAAP. We have included
Contribution ex-TAC 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. In particular, we believe that this measure can provide
useful measures for period-to-period comparisons of our
business.
Accordingly, we believe that Contribution ex-TAC 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.
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 and restructuring related and
transformation costs.
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, depreciation and
amortization expense, acquisition-related costs and restructuring
related and transformation costs, 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, 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, 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, and restructuring related and transformation costs. 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
Contribution ex-TAC to gross profit, 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 Contribution
ex-TAC, Contribution ex-TAC margin, 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
September 30, 2022 and the year ending December 31, 2022, 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,
including without limitation uncertainty regarding the timing and
scope of proposed changes to and enhancements of the Chrome browser
announced by Google, investments in new business opportunities and
the timing of these investments, whether the projected benefits of
acquisitions materialize as expected, including the successful
integration of our acquisition of IPONWEB, uncertainty regarding
international growth and expansion (including related to changes in
a specific country's or region's political or economic conditions),
the impact of the invasion of Ukraine by Russia, including resulting sanctions, 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 Contribution 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 25, 2022, 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, and inflation and rising interest rates in the U.S. could
have, an impact on Criteo's business, financial condition, cash
flow and results of operations. There are uncertainties about the
duration and the extent of the impact of the COVID-19 pandemic.
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, August 3, 2022, at
8:00 AM ET, 2:00 PM CET.
The conference call will be webcast live on the Company's website
at https://criteo.investorroom.com/ and will subsequently be
available for replay.
•
|
United
States:
|
+1 855 209
8212
|
•
|
International:
|
+1 412 317
0788
|
•
|
France
|
080-510-2319
|
Please ask to be joined into the "Criteo" call.
About Criteo
Criteo (NASDAQ: CRTO) is the global commerce media company that
enables marketers and media owners to drive better commerce
outcomes. Its industry leading Commerce Media Platform connects
22,000 marketers and thousands of media owners to deliver richer
consumer experiences from product discovery to purchase. By
powering trusted and impactful advertising, Criteo supports an open
internet that encourages discovery, innovation, and choice. For
more information, please visit www.criteo.com.
Contacts
Criteo Investor Relations
Melanie Dambre,
m.dambre@criteo.com
Criteo Public Relations
Jessica Meyers, j.meyers@criteo.com
Financial information to follow
CRITEO
S.A. Consolidated Statement of Financial
Position (U.S. dollars in thousands,
unaudited)
|
|
|
|
June 30,
2022
|
|
December 31,
2021
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
562,546
|
|
$
515,527
|
Trade
receivables, net of allowances of $50.5 million and
$45.4 million at June 30, 2022 and December 31, 2021,
respectively
|
|
490,643
|
|
581,988
|
Income
taxes
|
|
19,888
|
|
8,784
|
Other taxes
|
|
68,608
|
|
73,388
|
Other current
assets
|
|
39,240
|
|
34,182
|
Marketable securities
- current portion
|
|
10,000
|
|
50,299
|
Total current
assets
|
|
1,190,925
|
|
1,264,168
|
Property, plant and
equipment, net
|
|
124,133
|
|
139,961
|
Intangible assets,
net
|
|
78,018
|
|
82,627
|
Goodwill
|
|
322,972
|
|
329,699
|
Right of Use Asset -
operating lease
|
|
108,563
|
|
120,257
|
Marketable securities -
non current portion
|
|
—
|
|
5,000
|
Non-current financial
assets
|
|
4,908
|
|
6,436
|
Deferred tax
assets
|
|
26,288
|
|
35,443
|
Total non-current assets
|
|
664,882
|
|
719,423
|
Total assets
|
|
$
1,855,807
|
|
$
1,983,591
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
400,058
|
|
$
430,245
|
Contingencies
|
|
2,410
|
|
3,059
|
Income
taxes
|
|
3,791
|
|
6,641
|
Financial liabilities
- current portion
|
|
255
|
|
642
|
Lease liability -
operating - current portion
|
|
32,110
|
|
34,066
|
Other taxes
|
|
50,589
|
|
60,236
|
Employee - related
payables
|
|
70,435
|
|
98,136
|
Other current
liabilities
|
|
44,390
|
|
39,523
|
Total current
liabilities
|
|
604,038
|
|
672,548
|
Deferred tax
liabilities
|
|
2,907
|
|
3,053
|
Defined benefit
plans
|
|
3,213
|
|
5,531
|
Financial liabilities -
non current portion
|
|
334
|
|
360
|
Lease liability -
operating - non current portion
|
|
82,984
|
|
93,893
|
Other non-current
liabilities
|
|
4,859
|
|
9,886
|
Total non-current liabilities
|
|
94,297
|
|
112,723
|
Total
liabilities
|
|
698,335
|
|
785,271
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares, €0.025
par value, 65,794,032 and 65,883,347 shares authorized,
issued and outstanding at June 30, 2022 and December 31, 2021,
respectively.
|
|
2,147
|
|
2,149
|
Treasury stock,
5,265,393 and 5,207,873 shares at cost as of June 30, 2022
and December 31, 2021, respectively.
|
|
(148,509)
|
|
(131,560)
|
Additional paid-in
capital
|
|
750,774
|
|
731,248
|
Accumulated other
comprehensive income (loss)
|
|
(106,293)
|
|
(40,294)
|
Retained
earnings
|
|
628,198
|
|
601,588
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
1,126,317
|
|
1,163,131
|
Non-controlling
interests
|
|
31,155
|
|
35,189
|
Total equity
|
|
1,157,472
|
|
1,198,320
|
Total equity and
liabilities
|
|
$
1,855,807
|
|
$
1,983,591
|
CRITEO S.A.
Consolidated Statement of Income
(U.S. dollars in thousands, except share and per share data,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
495,090
|
|
$
551,311
|
|
(10) %
|
|
$ 1,005,657
|
|
$ 1,092,388
|
|
(8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(280,565)
|
|
(331,078)
|
|
(15) %
|
|
(574,215)
|
|
(658,745)
|
|
(13) %
|
Other cost of
revenue
|
|
(29,550)
|
|
(37,364)
|
|
(21) %
|
|
(62,443)
|
|
(72,076)
|
|
(13) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
184,975
|
|
182,869
|
|
1 %
|
|
368,999
|
|
361,567
|
|
2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(41,496)
|
|
(41,915)
|
|
(1) %
|
|
(75,523)
|
|
(73,612)
|
|
3 %
|
Sales and operations
expenses
|
|
(99,313)
|
|
(80,751)
|
|
23 %
|
|
(188,312)
|
|
(160,105)
|
|
18 %
|
General and
administrative expenses
|
|
(34,988)
|
|
(40,474)
|
|
(14) %
|
|
(68,324)
|
|
(73,902)
|
|
(8) %
|
Total Operating
expenses
|
|
(175,797)
|
|
(163,140)
|
|
8 %
|
|
(332,159)
|
|
(307,619)
|
|
8 %
|
Income from
operations
|
|
9,178
|
|
19,729
|
|
(53) %
|
|
36,840
|
|
53,948
|
|
(32) %
|
Financial and Other
income (expense)
|
|
16,412
|
|
(519)
|
|
NM
|
|
20,442
|
|
(1,237)
|
|
NM
|
Income before
taxes
|
|
25,590
|
|
19,210
|
|
33 %
|
|
57,282
|
|
52,711
|
|
9 %
|
Provision for income
taxes
|
|
(7,916)
|
|
(4,181)
|
|
89 %
|
|
(18,330)
|
|
(14,232)
|
|
29 %
|
Net Income
|
|
$
17,674
|
|
$
15,029
|
|
18 %
|
|
$
38,952
|
|
$
38,479
|
|
1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available
to shareholders of Criteo S.A.
|
|
$
17,033
|
|
$
14,804
|
|
15 %
|
|
$
37,620
|
|
$
37,210
|
|
1 %
|
Net income available
to non-controlling interests
|
|
$
641
|
|
$
225
|
|
NM
|
|
$
1,332
|
|
$
1,269
|
|
5 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
60,240,344
|
|
60,663,301
|
|
|
|
60,488,429
|
|
60,702,780
|
|
|
Diluted
|
|
62,303,670
|
|
64,665,212
|
|
|
|
62,957,718
|
|
64,371,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.28
|
|
$
0.24
|
|
17 %
|
|
$
0.62
|
|
$
0.61
|
|
2 %
|
Diluted
|
|
$
0.27
|
|
$
0.23
|
|
17 %
|
|
$
0.60
|
|
$
0.58
|
|
3 %
|
CRITEO
S.A. Consolidated Statement of Cash Flows (U.S.
dollars in thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
Net
income
|
|
$
17,674
|
|
$
15,029
|
|
18 %
|
|
$
38,952
|
|
$
38,479
|
|
1 %
|
Non-cash and
non-operating items
|
|
12,854
|
|
35,888
|
|
(64) %
|
|
47,580
|
|
65,905
|
|
(28) %
|
- Amortization and provisions
|
|
22,207
|
|
25,161
|
|
(12) %
|
|
48,818
|
|
42,386
|
|
15 %
|
- Equity awards compensation expense (1)
|
|
12,021
|
|
11,670
|
|
3 %
|
|
21,510
|
|
18,885
|
|
14 %
|
- Net gain or (loss) on disposal of non-current assets
|
|
(705)
|
|
14
|
|
NM
|
|
(696)
|
|
3,959
|
|
NM
|
- Change in deferred taxes
|
|
5,055
|
|
(2,693)
|
|
NM
|
|
7,923
|
|
2,305
|
|
NM
|
- Change in income taxes
|
|
(14,246)
|
|
1,724
|
|
NM
|
|
(14,678)
|
|
(1,655)
|
|
NM
|
- Other
|
|
(11,478)
|
|
12
|
|
NM
|
|
(15,297)
|
|
25
|
|
NM
|
Changes in working
capital related to operating activities
|
|
(16,556)
|
|
(24,557)
|
|
(33) %
|
|
2,370
|
|
(662)
|
|
NM
|
- (Increase) / Decrease in trade receivables
|
|
(27,262)
|
|
(21,031)
|
|
30 %
|
|
65,476
|
|
26,195
|
|
NM
|
- Increase / (Decrease) in trade payables
|
|
32,695
|
|
(9,266)
|
|
NM
|
|
(16,977)
|
|
(19,906)
|
|
(15) %
|
- (Increase) / Decrease in other current assets
|
|
4,352
|
|
(137)
|
|
NM
|
|
(14,595)
|
|
(5,187)
|
|
NM
|
- Increase / (Decrease) in other current liabilities
|
|
(28,131)
|
|
3,458
|
|
NM
|
|
(31,313)
|
|
(1,069)
|
|
NM
|
- Change in operating lease liabilities and right of use
assets
|
|
1,790
|
|
2,419
|
|
(26) %
|
|
(221)
|
|
(695)
|
|
(68) %
|
CASH FROM OPERATING
ACTIVITIES
|
|
13,972
|
|
26,360
|
|
(47) %
|
|
88,902
|
|
103,722
|
|
(14) %
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(21,937)
|
|
(15,663)
|
|
40 %
|
|
(32,794)
|
|
(27,616)
|
|
19 %
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
6,485
|
|
2,535
|
|
NM
|
|
11,778
|
|
708
|
|
NM
|
Payment for businesses,
net of cash acquired
|
|
—
|
|
(9,598)
|
|
NM
|
|
—
|
|
(9,598)
|
|
NM
|
Change in other
non-current financial assets
|
|
21,822
|
|
(17,056)
|
|
NM
|
|
44,311
|
|
(20,308)
|
|
NM
|
CASH USED FOR (FROM)
INVESTING ACTIVITIES
|
|
6,370
|
|
(39,782)
|
|
NM
|
|
23,295
|
|
(56,814)
|
|
NM
|
Proceeds from
borrowings under line-of-credit agreement
|
|
—
|
|
—
|
|
NM
|
|
78,513
|
|
—
|
|
NM
|
Repayment of
borrowings
|
|
—
|
|
(1,090)
|
|
NM
|
|
(78,513)
|
|
(1,272)
|
|
NM
|
Proceeds from exercise
of stock options
|
|
80
|
|
7,501
|
|
(99) %
|
|
351
|
|
9,575
|
|
(96) %
|
Repurchase of treasury
stocks
|
|
(21,030)
|
|
(29,999)
|
|
(30) %
|
|
(29,334)
|
|
(34,929)
|
|
(16) %
|
Change in other
financial liabilities
|
|
7,808
|
|
(370)
|
|
NM
|
|
14,474
|
|
(748)
|
|
NM
|
CASH USED FOR
FINANCING ACTIVITIES
|
|
(13,142)
|
|
(23,958)
|
|
(45) %
|
|
(14,509)
|
|
(27,374)
|
|
(47) %
|
Effect of exchange
rates changes on cash and cash equivalents
|
|
(33,996)
|
|
6,841
|
|
NM
|
|
(50,669)
|
|
(18,024)
|
|
NM
|
Net increase in cash
and cash equivalents
|
|
(26,796)
|
|
(30,539)
|
|
(12) %
|
|
47,019
|
|
1,510
|
|
NM
|
Net cash and cash
equivalents at beginning of period
|
|
589,342
|
|
520,060
|
|
13 %
|
|
515,527
|
|
488,011
|
|
6 %
|
Net cash and cash
equivalents at end of period
|
|
$
562,546
|
|
$
489,521
|
|
15 %
|
|
$
562,546
|
|
$
489,521
|
|
15 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
(17,107)
|
|
$
(5,150)
|
|
232 %
|
|
$ (25,085)
|
|
$ (13,582)
|
|
85 %
|
Cash paid for
interest
|
|
$
(261)
|
|
$
(369)
|
|
(29) %
|
|
$
(626)
|
|
$
(736)
|
|
(15) %
|
|
(1)
Share-based compensation expense according to ASC 718 Compensation
- stock compensation accounted for $11.5 million and $11.2 million
of equity awards compensation expense for the quarter ended
June 30, 2022 and 2021, respectively, and $20.6 million and $18.0
million of equity awards compensation for the six months ended
June, 30, 2022 and 2021, respectively.
|
CRITEO
S.A. Reconciliation of Cash from Operating Activities to
Free Cash Flow (U.S. dollars in thousands,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM OPERATING
ACTIVITIES
|
|
$
13,972
|
|
$
26,360
|
|
(47) %
|
|
$
88,902
|
|
$
103,722
|
|
(14) %
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(21,937)
|
|
(15,663)
|
|
40 %
|
|
(32,794)
|
|
(27,616)
|
|
19 %
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
6,485
|
|
2,535
|
|
NM
|
|
11,778
|
|
708
|
|
NM
|
FREE CASH FLOW
(1)
|
|
$ (1,480)
|
|
$
13,232
|
|
(111) %
|
|
$
67,886
|
|
$
76,814
|
|
(12) %
|
|
(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 Contribution ex-TAC to Gross
Profit (U.S. dollars in thousands,
unaudited)
|
|
|
Three Months
Ended
|
|
|
|
Six Months
Ended
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
184,975
|
|
182,869
|
|
1 %
|
|
368,999
|
|
361,567
|
|
2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Cost of
Revenue
|
29,550
|
|
37,364
|
|
(21) %
|
|
62,443
|
|
72,076
|
|
(13) %
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
$
214,525
|
|
$
220,233
|
|
(3) %
|
|
$
431,442
|
|
$
433,643
|
|
(1) %
|
|
(1) We
define Contribution ex-TAC as a profitability measure akin to gross
profit. It is calculated by deducting traffic acquisition costs
from revenue and reconciled to gross profit through the exclusion
of other cost of revenue. Contribution ex-TAC is not a measure
calculated in accordance with U.S. GAAP. We have included
Contribution ex-TAC 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. In particular, we believe that this measure can provide
useful measures for period-to-period comparisons of our business.
Accordingly, we believe that Contribution ex-TAC 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 Contribution ex-TAC 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 Contribution 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 Contribution ex-TAC
alongside our other U.S. GAAP financial result measures. The above
table provides a reconciliation of Contribution ex-TAC to gross
profit.
|
CRITEO
S.A. Segment Information (U.S. dollars in
thousands, unaudited)
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
|
June
30,
|
|
|
|
|
|
June
30,
|
|
|
|
|
|
Segment
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency (3)
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
$ 440,423
|
|
$ 487,465
|
|
(10) %
|
|
(2) %
|
|
$ 904,311
|
|
$ 970,655
|
|
(7) %
|
|
(0.5) %
|
|
Retail Media
(2)
|
|
54,667
|
|
63,846
|
|
(14) %
|
|
(12) %
|
|
101,346
|
|
121,733
|
|
(17) %
|
|
(15) %
|
|
Total
|
|
495,090
|
|
551,311
|
|
(10) %
|
|
(3) %
|
|
1,005,657
|
|
1,092,388
|
|
(8) %
|
|
(2) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
177,969
|
|
193,333
|
|
(8) %
|
|
2 %
|
|
364,057
|
|
385,650
|
|
(6) %
|
|
3 %
|
|
Retail Media
(2)
|
|
36,556
|
|
26,900
|
|
36 %
|
|
42 %
|
|
67,385
|
|
47,993
|
|
40 %
|
|
45 %
|
|
Total
(1)
|
|
$
214,525
|
|
$
220,233
|
|
(3) %
|
|
7 %
|
|
$
431,442
|
|
$
433,643
|
|
(1) %
|
|
8 %
|
|
(1) We
define Contribution ex-TAC as a profitability measure akin to gross
profit. It is calculated by deducting traffic acquisition costs
from revenue and reconciled to gross profit through the exclusion
of other cost of revenue. Contribution ex-TAC is not a measure
calculated in accordance with U.S. GAAP. We have included
Contribution ex-TAC 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. In particular, we believe that this measure can provide
useful measures for period-to-period comparisons of our business.
Accordingly, we believe that Contribution ex-TAC 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 Contribution ex-TAC 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 Contribution 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 Contribution ex-TAC
alongside our other U.S. GAAP financial result measures. The above
table provides a reconciliation of Contribution ex-TAC to gross
profit.
|
|
(2) Criteo operates as two reportable
segments as of December 31, 2021. The table above presents the
operating results of our Marketing Solutions and Retail Media
segments. A strategic building block of Criteo's Commerce
Media Platform, the Retail Media Platform, introduced in June 2020,
and reported under the retail media segment, is a self-service
solution providing transparency, measurement and control to brands
and retailers. In all arrangements running on this platform, Criteo
recognizes revenue on a net basis, whereas revenue from
arrangements running on legacy Retail Media solutions are accounted
for on a gross basis. We expect most clients using Criteo's legacy
Retail Media solutions to transition to this platform by the second
half of 2022. As new clients onboard and existing clients
transition to the Retail Media Platform, Revenue may decline but
Contribution ex-TAC margin is expected to increase. Contribution
ex-TAC is not impacted by this transition.
|
|
(3) Constant
currency measures exclude the impact of foreign currency
fluctuations and is computed by applying the prior year monthly
exchange rates to transactions denominated in settlement or billing
currencies other than the US dollar.
|
CRITEO
S.A. Reconciliation of Adjusted EBITDA to Net
Income (U.S. dollars in thousands,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
Net
income
|
|
$
17,674
|
|
$
15,029
|
|
18 %
|
|
$
38,952
|
|
$
38,479
|
|
1 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial (Income)
expense
|
|
(15,924)
|
|
519
|
|
NM
|
|
(19,954)
|
|
1,237
|
|
NM
|
Provision for income
taxes
|
|
7,916
|
|
4,181
|
|
89 %
|
|
18,330
|
|
14,232
|
|
29 %
|
Equity awards
compensation expense
|
|
12,020
|
|
11,669
|
|
3 %
|
|
21,510
|
|
19,551
|
|
10 %
|
Research and
development
|
|
5,578
|
|
4,218
|
|
32 %
|
|
9,545
|
|
6,714
|
|
42 %
|
Sales and
operations
|
|
2,550
|
|
3,636
|
|
(30) %
|
|
5,118
|
|
6,005
|
|
(15) %
|
General and
administrative
|
|
3,892
|
|
3,815
|
|
2 %
|
|
6,847
|
|
6,832
|
|
— %
|
Pension service
costs
|
|
264
|
|
337
|
|
(22) %
|
|
539
|
|
675
|
|
(20) %
|
Research and
development
|
|
136
|
|
175
|
|
(22) %
|
|
278
|
|
350
|
|
(21) %
|
Sales and
operations
|
|
39
|
|
53
|
|
(26) %
|
|
79
|
|
106
|
|
(25) %
|
General and
administrative
|
|
89
|
|
109
|
|
(18) %
|
|
182
|
|
219
|
|
(17) %
|
Depreciation and
amortization expense
|
|
20,141
|
|
22,491
|
|
(10) %
|
|
42,285
|
|
44,345
|
|
(5) %
|
Cost of revenue
(data center equipment)
|
|
12,625
|
|
15,744
|
|
(20) %
|
|
27,257
|
|
30,988
|
|
(12) %
|
Research and
development
|
|
3,181
|
|
2,207
|
|
44 %
|
|
6,474
|
|
3,960
|
|
63 %
|
Sales and
operations
|
|
3,729
|
|
3,702
|
|
1 %
|
|
7,338
|
|
7,656
|
|
(4) %
|
General and
administrative
|
|
606
|
|
838
|
|
(28) %
|
|
1,216
|
|
1,741
|
|
(30) %
|
Acquisition-related
costs
|
|
1,977
|
|
3,047
|
|
(35) %
|
|
4,521
|
|
3,047
|
|
48 %
|
Sales and
operations
|
|
178
|
|
—
|
|
NM
|
|
178
|
|
—
|
|
NM
|
General and
administrative
|
|
1,799
|
|
3,047
|
|
(41) %
|
|
4,343
|
|
3,047
|
|
43 %
|
Restructuring related
and transformation (gain) costs (1)
|
|
5,925
|
|
9,996
|
|
(41) %
|
|
6,635
|
|
21,632
|
|
(69) %
|
Cost of
revenue
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
—
|
|
NM
|
Research and
development
|
|
1,029
|
|
4,831
|
|
(79) %
|
|
1,038
|
|
6,267
|
|
(83) %
|
Sales and
operations
|
|
4,076
|
|
1,551
|
|
NM
|
|
4,532
|
|
8,918
|
|
(49) %
|
General and
administrative
|
|
820
|
|
3,614
|
|
(77) %
|
|
1,065
|
|
6,447
|
|
(83) %
|
Total net
adjustments
|
|
32,319
|
|
52,240
|
|
(38) %
|
|
73,866
|
|
104,719
|
|
(29) %
|
Adjusted EBITDA
(2)
|
|
$
49,993
|
|
$
67,269
|
|
(26) %
|
|
$
112,818
|
|
$
143,198
|
|
(21) %
|
|
(1) For the
three months and the six months ended June 2022, and June 2021,
respectively, the Company recognized restructuring related and
transformation costs following its new organizational structure
implemented to support its Commerce Media Platform
strategy:
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
June
30,
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
(Gain) from forfeitures
of share-based compensation awards
|
—
|
|
—
|
|
—
|
|
(666)
|
Facilities related
(gain) costs
|
753
|
|
9,721
|
|
1,286
|
|
16,337
|
Payroll related (gain)
costs
|
4,992
|
|
(181)
|
|
4,992
|
|
4,971
|
Consulting costs
related to transformation
|
180
|
|
456
|
|
357
|
|
990
|
Total restructuring
related and transformation (gain) costs
|
$
5,925
|
|
$
9,996
|
|
$
6,635
|
|
$
21,632
|
|
For the three months
ended and the six months ended June 30, 2022 and June 30, 2021,
respectively, the cash outflows related to restructuring related
and transformation costs were $2.3 million, and $10.3 million and
$3.1 million, and $16.5 million respectively, and were mainly
comprised of payroll costs, broker and termination penalties
related to real-estate facilities and other consulting
fees.
|
|
(2) 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, depreciation and
amortization expense and restructuring related and transformation
costs. 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, and restructuring related and transformation costs 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
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
Research and
Development expenses
|
|
$ (41,496)
|
|
$ (41,915)
|
|
(1) %
|
|
$ (75,523)
|
|
$ (73,612)
|
|
3 %
|
Equity awards
compensation expense
|
|
5,578
|
|
4,218
|
|
32 %
|
|
9,545
|
|
6,714
|
|
42 %
|
Depreciation and
Amortization expense
|
|
3,181
|
|
2,207
|
|
44 %
|
|
6,474
|
|
3,960
|
|
63 %
|
Pension service
costs
|
|
136
|
|
175
|
|
(22) %
|
|
278
|
|
350
|
|
(21) %
|
Restructuring
related and transformation (gain) costs
|
|
1,029
|
|
4,831
|
|
(79) %
|
|
1,038
|
|
6,267
|
|
(83) %
|
Non GAAP - Research and
Development expenses
|
|
(31,572)
|
|
(30,484)
|
|
4 %
|
|
(58,188)
|
|
(56,321)
|
|
3 %
|
Sales and Operations
expenses
|
|
(99,313)
|
|
(80,751)
|
|
23 %
|
|
(188,312)
|
|
(160,105)
|
|
18 %
|
Equity awards
compensation expense
|
|
2,550
|
|
3,636
|
|
(30) %
|
|
5,118
|
|
6,005
|
|
(15) %
|
Depreciation and
Amortization expense
|
|
3,729
|
|
3,702
|
|
1 %
|
|
7,338
|
|
7,656
|
|
(4) %
|
Pension service
costs
|
|
39
|
|
53
|
|
(26) %
|
|
79
|
|
106
|
|
(25) %
|
Acquisition-related
costs
|
|
178
|
|
—
|
|
NM
|
|
178
|
|
—
|
|
NM
|
Restructuring
related and transformation (gain) costs
|
|
4,076
|
|
1,551
|
|
NM
|
|
4,532
|
|
8,918
|
|
(49) %
|
Non GAAP - Sales and
Operations expenses
|
|
(88,741)
|
|
(71,809)
|
|
24 %
|
|
(171,067)
|
|
(137,420)
|
|
24 %
|
General and
Administrative expenses
|
|
(34,988)
|
|
(40,474)
|
|
(14) %
|
|
(68,324)
|
|
(73,902)
|
|
(8) %
|
Equity awards
compensation expense
|
|
3,892
|
|
3,815
|
|
2 %
|
|
6,847
|
|
6,832
|
|
— %
|
Depreciation and
Amortization expense
|
|
606
|
|
838
|
|
(28) %
|
|
1,216
|
|
1,741
|
|
(30) %
|
Pension service
costs
|
|
89
|
|
109
|
|
(18) %
|
|
182
|
|
219
|
|
(17) %
|
Acquisition-related
costs
|
|
1,799
|
|
3,047
|
|
(41) %
|
|
4,343
|
|
3,047
|
|
43 %
|
Restructuring
related and transformation (gain) costs
|
|
820
|
|
3,614
|
|
(77) %
|
|
1,065
|
|
6,447
|
|
(83) %
|
Non GAAP - General and
Administrative expenses
|
|
(27,782)
|
|
(29,051)
|
|
(4) %
|
|
(54,671)
|
|
(55,616)
|
|
(2) %
|
Total Operating
expenses
|
|
(175,797)
|
|
(163,140)
|
|
7.8 %
|
|
(332,159)
|
|
(307,619)
|
|
8.0 %
|
Equity awards
compensation expense
|
|
12,020
|
|
11,669
|
|
3 %
|
|
21,510
|
|
19,551
|
|
10 %
|
Depreciation and
Amortization expense
|
|
7,516
|
|
6,747
|
|
11 %
|
|
15,028
|
|
13,357
|
|
13 %
|
Pension service
costs
|
|
264
|
|
337
|
|
(22) %
|
|
539
|
|
675
|
|
(20) %
|
Acquisition-related
costs
|
|
1,977
|
|
3,047
|
|
(35) %
|
|
4,521
|
|
3,047
|
|
48 %
|
Restructuring
related and transformation (gain) costs
|
|
5,925
|
|
9,996
|
|
(41) %
|
|
6,635
|
|
21,632
|
|
(69) %
|
Total Non GAAP
Operating expenses (1)
|
|
$
(148,095)
|
|
$
(131,344)
|
|
13 %
|
|
$
(283,926)
|
|
$
(249,357)
|
|
14 %
|
|
(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 restructuring related and
transformation costs. 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
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
Equity awards
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
$ 5,578
|
|
$ 4,218
|
|
32 %
|
|
$ 9,545
|
|
$ 6,714
|
|
42 %
|
Sales and
operations
|
|
2,550
|
|
3,636
|
|
(30) %
|
|
5,118
|
|
6,005
|
|
(15) %
|
General and
administrative
|
|
3,892
|
|
3,815
|
|
2 %
|
|
6,847
|
|
6,832
|
|
— %
|
Total equity awards
compensation expense
|
|
12,020
|
|
11,669
|
|
3 %
|
|
21,510
|
|
19,551
|
|
10 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension service
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
136
|
|
175
|
|
(22) %
|
|
278
|
|
350
|
|
(21) %
|
Sales and
operations
|
|
39
|
|
53
|
|
(26) %
|
|
79
|
|
106
|
|
(25) %
|
General and
administrative
|
|
89
|
|
109
|
|
(18) %
|
|
182
|
|
219
|
|
(17) %
|
Total pension
service costs
|
|
264
|
|
337
|
|
(22) %
|
|
539
|
|
675
|
|
(20) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (data
center equipment)
|
|
12,625
|
|
15,744
|
|
(20) %
|
|
27,257
|
|
30,988
|
|
(12) %
|
Research and
development
|
|
3,181
|
|
2,207
|
|
44 %
|
|
6,474
|
|
3,960
|
|
63 %
|
Sales and
operations
|
|
3,729
|
|
3,702
|
|
1 %
|
|
7,338
|
|
7,656
|
|
(4) %
|
General and
administrative
|
|
606
|
|
838
|
|
(28) %
|
|
1,216
|
|
1,741
|
|
(30) %
|
Total depreciation
and amortization expense
|
|
20,141
|
|
22,491
|
|
(10) %
|
|
42,285
|
|
44,345
|
|
(5) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
—
|
|
NM
|
Sales and
operations
|
|
178
|
|
—
|
|
NM
|
|
178
|
|
—
|
|
NM
|
General and
administrative
|
|
1,799
|
|
3,047
|
|
(41) %
|
|
4,343
|
|
3,047
|
|
43 %
|
Total
acquisition-related costs
|
|
1,977
|
|
3,047
|
|
(35) %
|
|
4,521
|
|
3,047
|
|
48 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring related
and transformation (gain) costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
1,029
|
|
4,831
|
|
(79) %
|
|
1,038
|
|
6,267
|
|
(83) %
|
Sales and
operations
|
|
4,076
|
|
1,551
|
|
NM
|
|
4,532
|
|
8,918
|
|
(49) %
|
General and
administrative
|
|
820
|
|
3,614
|
|
(77) %
|
|
1,065
|
|
6,447
|
|
(83) %
|
Total restructuring
related and transformation (gain) costs
|
|
$
5,925
|
|
$
9,996
|
|
(41) %
|
|
$
6,635
|
|
$
21,632
|
|
(69) %
|
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
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
17,674
|
|
$
15,029
|
|
18 %
|
|
$
38,952
|
|
$
38,479
|
|
1 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
12,020
|
|
11,669
|
|
3 %
|
|
21,510
|
|
19,551
|
|
10 %
|
Amortization of
acquisition-related intangible assets
|
|
3,614
|
|
2,936
|
|
23 %
|
|
7,322
|
|
5,871
|
|
25 %
|
Acquisition-related
costs
|
|
1,977
|
|
3,047
|
|
(35) %
|
|
4,521
|
|
3,047
|
|
48 %
|
Restructuring related
and transformation (gain) costs
|
|
5,925
|
|
9,996
|
|
(41) %
|
|
6,635
|
|
21,632
|
|
(69) %
|
Tax impact of the above
adjustments (1)
|
|
(5,373)
|
|
(1,821)
|
|
NM
|
|
(9,329)
|
|
(4,572)
|
|
NM
|
Total net
adjustments
|
|
18,163
|
|
25,827
|
|
(30) %
|
|
30,659
|
|
45,529
|
|
(33) %
|
Adjusted net income
(2)
|
|
$
35,837
|
|
$
40,856
|
|
(12) %
|
|
$
69,611
|
|
$
84,008
|
|
(17) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
60,240,344
|
|
60,663,301
|
|
|
|
60,488,429
|
|
60,702,780
|
|
|
-
Diluted
|
|
62,303,670
|
|
64,665,212
|
|
|
|
62,957,718
|
|
64,371,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
0.59
|
|
$
0.67
|
|
(12) %
|
|
$
1.15
|
|
$
1.38
|
|
(17) %
|
-
Diluted
|
|
$
0.58
|
|
$
0.63
|
|
(8) %
|
|
$
1.11
|
|
$
1.31
|
|
(15) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) We
consider the nature of the adjustment to determine its tax
treatment in the various tax jurisdictions we operate in. The tax
impact is calculated by applying the actual tax rate for the entity
and period to which the adjustment relates.
|
|
(2) 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,
restructuring related and transformation costs, 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, 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
|
|
|
|
Six Months
Ended
|
|
|
|
|
June
30,
|
|
|
|
June
30,
|
|
|
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
2022
|
|
2021
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit as
reported
|
|
$
184,975
|
|
$
182,869
|
|
1 %
|
|
$
368,999
|
|
$
361,567
|
|
2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(29,550)
|
|
(37,364)
|
|
(21) %
|
|
(62,443)
|
|
(72,076)
|
|
(13) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC as
reported(2)
|
|
214,525
|
|
220,233
|
|
(3) %
|
|
431,442
|
|
433,643
|
|
(1) %
|
Conversion impact U.S.
dollar/other currencies
|
|
21,129
|
|
—
|
|
|
|
34,908
|
|
—
|
|
|
Contribution ex-TAC at
constant currency(2)
|
|
235,654
|
|
220,233
|
|
7 %
|
|
466,350
|
|
433,643
|
|
8 %
|
Contribution
ex-TAC(2)/Revenue as reported
|
|
43 %
|
|
40 %
|
|
|
|
43 %
|
|
40 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported(2)
|
|
(280,565)
|
|
(331,078)
|
|
(15) %
|
|
(574,215)
|
|
(658,745)
|
|
(13) %
|
Conversion impact U.S.
dollar/other currencies
|
|
(17,401)
|
|
—
|
|
|
|
(28,811)
|
|
—
|
|
|
Traffic acquisition
costs at constant currency(2)
|
|
(297,966)
|
|
(331,078)
|
|
(10) %
|
|
(603,026)
|
|
(658,745)
|
|
(8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported(2)
|
|
495,090
|
|
551,311
|
|
(10) %
|
|
1,005,657
|
|
1,092,388
|
|
(8) %
|
Conversion impact U.S.
dollar/other currencies
|
|
38,530
|
|
—
|
|
|
|
63,719
|
|
—
|
|
|
Revenue at constant
currency(2)
|
|
$
533,620
|
|
$
551,311
|
|
(3) %
|
|
$ 1,069,376
|
|
$ 1,092,388
|
|
(2) %
|
|
(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)
Contribution ex-TAC is not a measure calculated in accordance with
U.S. GAAP. See the table entitled "Reconciliation of Contribution
ex-TAC to Gross Profit" for a reconciliation of Contribution ex-TAC
to gross profit.
|
CRITEO
S.A. Information on Share
Count (unaudited)
|
|
|
|
Six Months
Ended
|
|
|
2022
|
|
2021
|
Shares outstanding as
at January 1,
|
|
60,675,474
|
|
60,639,570
|
Weighted average number
of shares issued during the period
|
|
(187,045)
|
|
63,210
|
Basic number of shares
- Basic EPS basis
|
|
60,488,429
|
|
60,702,780
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
2,469,289
|
|
3,668,823
|
Diluted number of
shares - Diluted EPS basis
|
|
62,957,718
|
|
64,371,603
|
|
|
|
|
|
Shares issued as June
30, before Treasury stocks
|
|
65,794,032
|
|
66,697,360
|
Treasury stock as of
June 30,
|
|
(5,265,393)
|
|
(6,080,008)
|
Shares outstanding as
of June 30, after Treasury stocks
|
|
60,528,639
|
|
60,617,352
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
6,874,991
|
|
8,438,680
|
Fully diluted shares as
at June 30,
|
|
67,403,630
|
|
69,056,032
|
CRITEO
S.A. Supplemental Financial Information and Operating
Metrics (U.S. dollars in thousands except where stated,
unaudited)
|
|
|
YoY
Change
|
QoQ
Change
|
Q2
2022
|
Q1
2022
|
Q4
2021
|
Q3
2021
|
Q2
2021
|
Q1
2021
|
Q4
2020
|
Q3
2020
|
Q2
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
2 %
|
0.5 %
|
21,711
|
21,597
|
21,745
|
21,747
|
21,332
|
20,626
|
21,460
|
20,565
|
20,359
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
(10) %
|
(3) %
|
495,090
|
510,567
|
653,267
|
508,580
|
551,311
|
541,077
|
661,282
|
470,345
|
437,614
|
Americas
|
(4) %
|
9 %
|
213,340
|
194,847
|
287,270
|
204,428
|
221,227
|
203,900
|
312,817
|
204,618
|
185,674
|
EMEA
|
(15) %
|
(9) %
|
176,867
|
193,954
|
234,559
|
188,354
|
209,303
|
212,096
|
232,137
|
167,800
|
159,621
|
APAC
|
(13) %
|
(14) %
|
104,883
|
121,766
|
131,438
|
115,798
|
120,781
|
125,081
|
116,328
|
97,927
|
92,319
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
(10) %
|
(3) %
|
495,090
|
510,567
|
653,267
|
508,580
|
551,311
|
541,077
|
661,282
|
470,345
|
437,614
|
Marketing
Solutions
|
(10) %
|
(5) %
|
440,423
|
463,888
|
577,962
|
458,622
|
487,465
|
483,190
|
543,262
|
412,126
|
381,270
|
Retail Media
(2)
|
(14) %
|
17 %
|
54,667
|
46,679
|
75,305
|
49,958
|
63,846
|
57,887
|
118,020
|
58,219
|
56,344
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
(15) %
|
(4) %
|
(280,565)
|
(293,650)
|
(377,076)
|
(297,619)
|
(331,078)
|
(327,667)
|
(408,108)
|
(284,401)
|
(257,698)
|
Marketing
Solutions
|
(11) %
|
(6) %
|
(262,454)
|
(277,800)
|
(349,584)
|
(276,498)
|
(294,132)
|
(290,873)
|
(324,017)
|
(243,616)
|
(218,990)
|
Retail Media
(2)
|
(51) %
|
14 %
|
(18,111)
|
(15,850)
|
(27,492)
|
(21,121)
|
(36,946)
|
(36,794)
|
(84,091)
|
(40,785)
|
(38,708)
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
(3) %
|
(1) %
|
214,525
|
216,917
|
276,191
|
210,961
|
220,233
|
213,410
|
253,174
|
185,944
|
179,916
|
Marketing
Solutions
|
(8) %
|
(4) %
|
177,969
|
186,088
|
228,378
|
182,124
|
193,333
|
192,317
|
219,245
|
168,510
|
162,280
|
Retail Media
(2)
|
36 %
|
19 %
|
36,556
|
30,829
|
47,813
|
28,837
|
26,900
|
21,093
|
33,929
|
17,434
|
17,636
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
(47) %
|
(81) %
|
13,972
|
74,930
|
66,012
|
51,179
|
26,360
|
77,362
|
44,080
|
51,156
|
33,377
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
18 %
|
178 %
|
15,452
|
5,564
|
10,145
|
15,957
|
13,128
|
13,780
|
22,302
|
12,898
|
18,532
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures/Revenue
|
(1)ppt
|
(1)ppt
|
3 %
|
1 %
|
2 %
|
3 %
|
2 %
|
3 %
|
3 %
|
3 %
|
4 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
15 %
|
(5) %
|
562,546
|
589,343
|
515,527
|
497,458
|
489,521
|
520,060
|
488,011
|
626,744
|
578,181
|
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
22 %
|
7 %
|
3,146
|
2,939
|
2,781
|
2,658
|
2,572
|
2,532
|
2,594
|
2,636
|
2,685
|
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding (days - end of month)
|
10
days
|
2
days
|
76
|
74
|
65
|
70
|
66
|
64
|
56
|
62
|
61
|
|
(1) We
define Contribution ex-TAC as a profitability measure akin to gross
profit. It is calculated by deducting traffic acquisition costs
from revenue and reconciled to gross profit through the exclusion
of other cost of revenue. Contribution ex-TAC is not a measure
calculated in accordance with U.S. GAAP. We have included
Contribution ex-TAC 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. In particular, we believe that this measure can provide
useful measures for period-to-period comparisons of our business.
Accordingly, we believe that Contribution ex-TAC 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 Contribution ex-TAC 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 Contribution 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 Contribution ex-TAC
alongside our other U.S. GAAP financial result measures.
|
|
(2) Criteo operates as two reportable
segments as of December 31, 2021. The table above presents the
operating results of our Marketing Solutions and Retail Media
segments. A strategic building block of Criteo's Commerce
Media Platform, the Retail Media Platform, introduced in June 2020,
and reported under the retail media segment, is a self-service
solution providing transparency, measurement and control to brands
and retailers. In all arrangements running on this platform, Criteo
recognizes revenue on a net basis, whereas revenue from
arrangements running on legacy Retail Media solutions are accounted
for on a gross basis. We expect most clients using Criteo's legacy
Retail Media solutions to transition to this platform by the second
half of 2022. As new clients onboard and existing clients
transition to the Retail Media Platform, Revenue may decline but
Contribution ex-TAC margin is expected to increase. Contribution
ex-TAC is not impacted by this transition.
|
View original
content:https://www.prnewswire.com/news-releases/criteo-reports-strong-second-quarter-2022-results-301598370.html
SOURCE Criteo S.A.