NEW YORK, Nov. 3, 2021 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO) ("Criteo" or the "Company"), the global technology
company that provides the world's leading Commerce Media Platform,
today announced financial results for the third quarter ended
September 30, 2021 that exceeded the Company's quarterly
guidance.
Third Quarter 2021 Financial Highlights:
The following table summarizes our consolidated financial
results for the three and nine months ended September 30, 2021 and 2020:
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
30,
|
|
September
30,
|
|
2021
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
(in millions,
except EPS data)
|
GAAP
Results
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
509
|
|
$
|
470
|
|
|
8
|
%
|
|
$
|
1,601
|
|
|
$
|
1,411
|
|
|
13
|
%
|
Gross
Profit
|
$
|
176
|
|
$
|
151
|
|
|
16
|
%
|
|
$
|
538
|
|
|
$
|
470
|
|
|
14
|
%
|
Net Income
|
$
|
24
|
|
$
|
5
|
|
|
358
|
%
|
|
$
|
63
|
|
|
$
|
28
|
|
|
125
|
%
|
Diluted
EPS
|
$
|
0.37
|
|
$
|
0.09
|
|
|
311
|
%
|
|
$
|
0.94
|
|
|
$
|
0.43
|
|
|
119
|
%
|
Cash from operating
activities
|
$
|
51
|
|
$
|
51
|
|
|
—
|
%
|
|
$
|
155
|
|
|
$
|
141
|
|
|
10
|
%
|
Net cash
position
|
$
|
497
|
|
$
|
627
|
|
|
(21)
|
%
|
|
$
|
497
|
|
|
$
|
627
|
|
|
(21)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Results1
|
|
|
|
|
|
|
|
|
|
|
Revenue
ex-TAC
|
$
|
211
|
|
$
|
186
|
|
|
13
|
%
|
|
$
|
645
|
|
|
$
|
572
|
|
|
13
|
%
|
Revenue ex-TAC
margin
|
41
|
%
|
40
|
%
|
|
1ppt
|
|
40
|
%
|
|
41
|
%
|
|
(1)ppt
|
Adjusted
EBITDA
|
$
|
68
|
|
$
|
49
|
|
|
38
|
%
|
|
$
|
212
|
|
|
$
|
148
|
|
|
43
|
%
|
Adjusted diluted
EPS
|
$
|
0.64
|
|
$
|
0.40
|
|
|
60
|
%
|
|
$
|
1.94
|
|
|
$
|
1.18
|
|
|
64
|
%
|
Free Cash Flow
(FCF)
|
$
|
35
|
|
$
|
38
|
|
|
(8)
|
%
|
|
$
|
112
|
|
|
$
|
98
|
|
|
14
|
%
|
FCF / Adjusted
EBITDA
|
51
|
%
|
77
|
%
|
|
(26)ppt
|
|
53
|
%
|
|
66
|
%
|
|
(13)ppt
|
"We achieved yet another strong quarter of double-digit growth,
driven by the acceleration of our new solutions and healthy
performance in retargeting," said Megan
Clarken, Chief Executive Officer. "As a global powerhouse in
commerce media, we are focused on delivering the best performing
commerce audiences at scale for our large and growing base of
22,000 marketer and brand customers across the open Internet. The
sustained momentum in our company transformation and solid
execution of our Commerce Media Platform strategy position us well
to drive long-term sustainable growth and shareholder value."
Q3 2021 Operating Highlights
- Criteo's media spend activated by the Commerce Media Platform
for marketers and media owners was over $2.5
billion in the last 12 months and close to $615M in Q3 growing 23% at constant
currency2.
- We delivered the highest growth in our New Solutions in four
quarters at 66% year-over-year at constant currency2,
now representing 28% of total revenue ex-TAC.
- Retail Media revenue ex-TAC grew 65% year-over-year at constant
currency2 and same-retailer revenue ex-TAC3
for Retail Media increased 66% year-over-year.
- We added Lowe's, Walmart Canada, BestBuy and Douglas to our
Retail Media Platform.
- We added over 400 net new clients and closed the quarter with
close to 22,000 clients.
- Same-client revenue3 increased 5% and same-client
revenue ex-TAC2 increased 9% year-over-year at constant
currency2.
- About 60% of our daily active users on the web are addressable
through media owners we have direct access to, as we continue to
build Criteo's first-party media network.
- Manuela Montagnana was appointed Chief People Officer to lead
Criteo's People team and talent strategy.
___________________________________________________
|
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.
|
2
|
Constant currency
measures exclude the impact of foreign currency fluctuations and is
computed by applying the 2020 average exchange rates for the
relevant period to 2021 figures.
|
3
|
Same-client revenue
or Revenue ex-TAC is the revenue or Revenue ex-TAC generated by
clients that were live with us in a given quarter and still live
with us the same quarter in the following year.
|
Third Quarter Financial Summary
Revenue for Q3 2021 was $509
million and Revenue ex-TAC was $211
million. Net income was $24 million, or $0.37 per share on a diluted basis. Adjusted
EBITDA was $68 million, resulting in
an adjusted diluted EPS of $0.64. At
constant currency, Revenue increased by 8% and Revenue ex-TAC
increased by 14%. Cash flow from operating activities was
$155 million and Free Cash Flow was $35
million, growing 14% in the first nine months 2021 to
$112 million, representing a Free
Cash Flow conversion rate of 53% of Adjusted EBITDA in the first
nine months 2021. As of September 30,
2021, we had $554 million in
cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial
Officer, said, "We are raising our financial guidance for the full
year 2021 in light of our third quarter outperformance and
continued business momentum carrying into the fourth quarter.
Importantly, with solid operating margins and strong cash
generation, we are well positioned to continue to transform and
execute our commerce media vision."
Revenue, Revenue ex-TAC and Gross Profit
Revenue increased by 8% year-over-year in Q3 2021, or 8% at
constant currency, to $509 million (Q3 2020:
$470 million). Revenue ex-TAC in the third quarter increased
13% year-over-year, or 14% at constant currency, to
$211 million (Q3 2020: $186 million). Revenue ex-TAC
as a percentage of revenue, or Revenue ex-TAC margin, was 41% (Q3
2020: 40%), up 200 basis points year-over-year, largely driven by
Retail Media and the acceleration of our client transition to the
Retail Media Platform.
- Marketing Solutions revenue grew 11% (or 12% at constant
currency) and Marketing Solutions revenue ex-TAC grew 8% (or 8% at
constant currency), driven by healthy demand from Retail clients,
both on our retargeting and audience targeting solutions, partially
offset by anticipated identity and privacy changes.
- Retail Media revenue decreased 14% (or 15% at constant
currency) reflecting the impact related to the ongoing client
migration to our Retail Media Platform ("RMP"). Retail Media
revenue ex-TAC increased 65% (or 65% on a constant currency basis),
driven by continued strength in Retail Media onsite, new client
integrations and growing network effects of the RMP.
- In the Americas, Revenue was flat year-over-year, or flat at
constant currency, to $204 million
and represented 40% of total Revenue. Revenue ex-TAC increased 19%
year-over-year, or 18% at constant currency, to $88 million and represented 42% of total Revenue
ex-TAC.
- In EMEA, Revenue increased 12% year-over-year, or 12% at
constant currency, to $188 million
and represented 37% of total Revenue. Revenue ex-TAC increased 8%
year-over-year, or 8% at constant currency, to $76 million and represented 36% of total Revenue
ex-TAC.
- In Asia-Pacific, Revenue
increased 18% year-over-year, or 21% at constant currency, to
$116 million and represented 23% of
total Revenue. Revenue ex-TAC increased 13% year-over-year, or 15%
at constant currency, to $47 million
and represented 22% of total Revenue ex-TAC.
Gross profit increased by 16% year-over-year in Q3 2021, or 16%
at constant currency, to $176 million
(Q3 2020: $151 million).
Net Income and Adjusted Net Income
Net income grew 358% to $24 million in Q3 2021
(Q3 2020: $5 million). Net income margin as a percentage
of revenue was 5% (Q3 2020: 1%). Net income available to
shareholders of Criteo S.A. was $23
million, or $0.37 per share on
a diluted basis (Q3 2020: $5 million, or $0.09 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 $41 million, or $0.64 per share on a diluted basis (Q3 2020:
$24 million, or $0.40 per share
on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA increased 38% year-over-year, or 37% at constant
currency, to $68 million (Q3 2020: $49 million),
driven by the Revenue ex-TAC performance over the period and
effective cost management balanced with growth investments.
Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted
EBITDA margin, was 32% (Q3 2020: 27%).
Operating expenses remained flat at $144 million
(Q3 2020: $143 million), reflecting investments in our
growth areas, including Product, Sales and R&D, balanced with
disciplined and effective expense 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 6% or
$7 million, to $123 million
(Q3 2020: $117 million).
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities was flat year-over-year to
$51 million in Q3 2021 (Q3 2020: $51 million) and
grew 10% to $155 million in the first
nine months of 2021 (9 months 2020: $141
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 8% to
$35 million in Q3 2021 (Q3 2020: $38 million), and
grew 14% in the first nine months 2021 to $112 million (9 months 2020: $98 million), driving a Free Cash Flow conversion
rate of 53% of Adjusted EBITDA in the first nine months 2021 (9
months 2020: 67%).
Cash and cash equivalents increased $9
million compared to December 31,
2020 to $497 million and $554
million including marketable securities, after spending
$73 million on share repurchases in
the first nine months 2021.
As of September 30, 2021, the
Company had total financial liquidity in excess of $1 billion, including its cash position,
marketable securities, Revolving Credit Facility and treasury
shares reserved for M&A.
Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of November 3,
2021.
Fiscal year 2021 guidance:
- We raise our Revenue ex-TAC growth outlook to approximately
+10% at constant-currency.
- We raise our Adjusted EBITDA margin outlook to approximately
35% of Revenue ex-TAC.
Fourth quarter 2021 guidance:
- We expect Revenue ex-TAC between $271
million and $274 million,
or year-over-year growth at constant-currency of +8% to +9%.
- We expect Adjusted EBITDA between $107 million and $110
million, or an Adjusted EBITDA margin of 39% to
40%.
The above guidance for the fourth quarter and 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 0.839, a U.S. dollar-Japanese
Yen rate of 109, a U.S. dollar-British pound rate of 0.717, a U.S.
dollar-Korean Won rate of 1,144 and a U.S. dollar-Brazilian real
rate of 5.34.
The above guidance assumes no acquisitions are completed during
the fourth quarter and fiscal year ended December 31, 2021.
Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to
the closest corresponding U.S. GAAP measures 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
Extension of Share Repurchase Authorization from $100 million to $175
million
Criteo continues to execute on its strategic plan and Company
transformation, investing in the growth of the business and
leveraging its strong balance sheet position.
Criteo today announces that the board of directors has
authorized the extension of its current share repurchase program of
up to $100 million of the Company's
outstanding American Depositary Shares to an increased amount of up
to $175 million. The Company intends
to use repurchased shares under this extended program to satisfy
employee equity obligations in lieu of issuing new shares, which
would limit future dilution for its shareholders, as well as to
fund potential acquisitions in the future.
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 by Solution, 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, Revenue
ex-TAC by Solution, 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, Revenue ex-TAC by Solution 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 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 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 Revenue
ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region,
Revenue ex-TAC by Solution to revenue by solution, 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, Revenue ex-TAC by
Solution, 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, 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,
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, 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 February 26, 2021, 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 an 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 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, November 3, 2021, at
8:00 AM ET, 1:00 PM CET.
The conference call will be webcast live on the Company's website
http://ir.criteo.com and will subsequently 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" call.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company that
provides the world's leading Commerce Media Platform. 2,700 Criteo
team members partner with over 21,000 marketers and thousands of
media owners around the globe to activate the world's largest set
of commerce data to drive better commerce outcomes. By powering
trusted and impactful advertising, Criteo brings richer experiences
to every consumer while supporting a fair and open internet that
enables discovery, innovation and choice. For more information,
please visit www.criteo.com.
Contacts
Criteo Investor Relations
Edouard Lassalle, SVP, Market Relations &
Capital Markets, e.lassalle@criteo.com
Melanie Dambre, Director, Investor Relations,
m.dambre@criteo.com
Criteo Public Relations
Maribel Henriquez, Senior
Communications Manager, m.henriquez@criteo.com
Financial information to follow
CRITEO
S.A.
|
Consolidated
Statement of Financial Position
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
September 30,
2021
|
|
December 31,
2020
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
497,458
|
|
|
$
|
488,011
|
|
Trade
receivables, net of allowances of $44.7 million and $39.9
million at September
30, 2021 and December 31, 2020, respectively
|
|
439,493
|
|
|
474,055
|
|
Income
taxes
|
|
14,276
|
|
|
11,092
|
|
Other taxes
|
|
75,214
|
|
|
69,987
|
|
Other current
assets
|
|
23,185
|
|
|
21,405
|
|
Marketable securities
- current portion
|
|
46,311
|
|
|
—
|
|
Total current
assets
|
|
1,095,937
|
|
|
1,064,550
|
|
Property, plant and
equipment, net
|
|
150,112
|
|
|
189,505
|
|
Intangible assets,
net
|
|
89,288
|
|
|
79,744
|
|
Goodwill
|
|
330,561
|
|
|
325,805
|
|
Right of Use Asset -
operating lease
|
|
117,273
|
|
|
114,012
|
|
Marketable securities
- non current portion
|
|
10,000
|
|
|
41,809
|
|
Non-current financial
assets
|
|
7,371
|
|
|
18,109
|
|
Deferred tax
assets
|
|
13,951
|
|
|
19,876
|
|
Total non-current assets
|
|
718,556
|
|
|
788,860
|
|
Total
assets
|
|
$
|
1,814,493
|
|
|
$
|
1,853,410
|
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
|
349,985
|
|
|
$
|
367,025
|
|
Contingencies
|
|
2,828
|
|
|
2,250
|
|
Income
taxes
|
|
489
|
|
|
2,626
|
|
Financial liabilities
- current portion
|
|
489
|
|
|
2,889
|
|
Lease liability -
operating - current portion
|
|
31,309
|
|
|
48,388
|
|
Other taxes
|
|
53,249
|
|
|
58,491
|
|
Employee - related
payables
|
|
72,679
|
|
|
85,272
|
|
Other current
liabilities
|
|
38,818
|
|
|
33,390
|
|
Total current
liabilities
|
|
549,846
|
|
|
600,331
|
|
Deferred tax
liabilities
|
|
4,138
|
|
|
5,297
|
|
Defined benefit
plans
|
|
6,167
|
|
|
6,167
|
|
Financial liabilities
- non current portion
|
|
367
|
|
|
386
|
|
Lease liability -
operating - non current portion
|
|
92,859
|
|
|
83,007
|
|
Other non-current
liabilities
|
|
9,864
|
|
|
5,535
|
|
Total non-current liabilities
|
|
113,395
|
|
|
100,392
|
|
Total
liabilities
|
|
663,241
|
|
|
700,723
|
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares, €0.025
par value, 66,315,019 and 66,272,106 shares authorized,
issued and outstanding at September 30, 2021 and December 31,
2020,
respectively.
|
|
2,162
|
|
|
2,161
|
|
Treasury stock,
5,544,527 and 5,632,536 shares at cost as of September 30,
2021
and December 31, 2020, respectively.
|
|
(122,390)
|
|
|
(85,570)
|
|
Additional paid-in
capital
|
|
727,613
|
|
|
693,164
|
|
Accumulated other
comprehensive income (loss)
|
|
(25,349)
|
|
|
16,028
|
|
Retained
earnings
|
|
534,320
|
|
|
491,359
|
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
1,116,356
|
|
|
1,117,142
|
|
Non-controlling
interests
|
|
34,896
|
|
|
35,545
|
|
Total
equity
|
|
1,151,252
|
|
|
1,152,687
|
|
Total equity and
liabilities
|
|
$
|
1,814,493
|
|
|
$
|
1,853,410
|
|
CRITEO
S.A.
|
Consolidated
Statement of Income
|
(U.S. dollars in
thousands, except share and per share data, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
508,580
|
|
|
$
|
470,345
|
|
|
8
|
%
|
|
$
|
1,600,968
|
|
|
$
|
1,411,335
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(297,619)
|
|
|
(284,401)
|
|
|
5
|
%
|
|
(956,364)
|
|
|
(839,463)
|
|
|
14
|
%
|
Other cost of
revenue
|
|
(34,935)
|
|
|
(34,608)
|
|
|
1
|
%
|
|
(107,011)
|
|
|
(102,328)
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
176,026
|
|
|
151,336
|
|
|
16
|
%
|
|
537,593
|
|
|
469,544
|
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(33,345)
|
|
|
(30,954)
|
|
|
8
|
%
|
|
(106,957)
|
|
|
(99,716)
|
|
|
7
|
%
|
Sales and operations
expenses
|
|
(75,619)
|
|
|
(83,659)
|
|
|
(10)
|
%
|
|
(235,724)
|
|
|
(244,414)
|
|
|
(4)
|
%
|
General and
administrative expenses
|
|
(34,877)
|
|
|
(28,672)
|
|
|
22
|
%
|
|
(108,779)
|
|
|
(83,772)
|
|
|
30
|
%
|
Total Operating
expenses
|
|
(143,841)
|
|
|
(143,285)
|
|
|
0.4
|
%
|
|
(451,460)
|
|
|
(427,902)
|
|
|
6
|
%
|
Income from
operations
|
|
32,185
|
|
|
8,051
|
|
|
300
|
%
|
|
86,133
|
|
|
41,642
|
|
|
107
|
%
|
Financial
expense
|
|
(154)
|
|
|
(491)
|
|
|
(69)
|
%
|
|
(1,391)
|
|
|
(1,828)
|
|
|
(24)
|
%
|
Income before
taxes
|
|
32,031
|
|
|
7,560
|
|
|
324
|
%
|
|
84,742
|
|
|
39,814
|
|
|
113
|
%
|
Provision for income
taxes
|
|
(7,801)
|
|
|
(2,267)
|
|
|
244
|
%
|
|
(22,033)
|
|
|
(11,943)
|
|
|
84
|
%
|
Net Income
|
|
$
|
24,230
|
|
|
$
|
5,293
|
|
|
358
|
%
|
|
$
|
62,709
|
|
|
$
|
27,871
|
|
|
125
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available
to shareholders of Criteo
S.A.
|
|
$
|
23,481
|
|
|
$
|
5,227
|
|
|
349
|
%
|
|
$
|
60,691
|
|
|
$
|
26,402
|
|
|
130
|
%
|
Net income available
to non-controlling interests
|
|
$
|
749
|
|
|
$
|
66
|
|
|
1,035
|
%
|
|
$
|
2,018
|
|
|
$
|
1,469
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding used in
computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
60,873,594
|
|
|
60,080,598
|
|
|
|
|
60,759,613
|
|
|
61,059,345
|
|
|
|
Diluted
|
|
64,197,686
|
|
|
61,027,795
|
|
|
|
|
64,313,526
|
|
|
61,644,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.39
|
|
|
$
|
0.09
|
|
|
333
|
%
|
|
$
|
1.00
|
|
|
$
|
0.43
|
|
|
133
|
%
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.09
|
|
|
311
|
%
|
|
$
|
0.94
|
|
|
$
|
0.43
|
|
|
119
|
%
|
CRITEO
S.A.
|
Consolidated
Statement of Cash Flows
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
Net
income
|
|
$
|
24,230
|
|
|
$
|
5,293
|
|
|
358
|
%
|
|
$
|
62,709
|
|
|
$
|
27,871
|
|
|
125
|
%
|
Non-cash and
non-operating items
|
|
37,668
|
|
|
39,831
|
|
|
(5)
|
%
|
|
103,573
|
|
|
105,742
|
|
|
(2)
|
%
|
- Amortization and provisions
|
|
25,533
|
|
|
24,680
|
|
|
3
|
%
|
|
67,919
|
|
|
79,631
|
|
|
(15)
|
%
|
- Equity awards compensation expense (1)
|
|
13,289
|
|
|
6,803
|
|
|
95
|
%
|
|
32,174
|
|
|
22,465
|
|
|
43
|
%
|
- Net gain or (loss) on disposal of non-current assets
|
|
735
|
|
|
591
|
|
|
24
|
%
|
|
4,694
|
|
|
2,734
|
|
|
72
|
%
|
- Change in deferred taxes
|
|
2,263
|
|
|
(80)
|
|
|
NM
|
|
|
4,568
|
|
|
(7,697)
|
|
|
(159)
|
%
|
- Change in income taxes
|
|
(4,165)
|
|
|
6,684
|
|
|
(162)
|
%
|
|
(5,820)
|
|
|
7,411
|
|
|
(179)
|
%
|
- Other
|
|
13
|
|
|
1,153
|
|
|
(99)
|
%
|
|
38
|
|
|
1,198
|
|
|
(97)
|
%
|
Changes in working
capital related to operating activities
|
|
(10,719)
|
|
|
6,032
|
|
|
(278)
|
%
|
|
(11,381)
|
|
|
7,663
|
|
|
(249)
|
%
|
- (Increase) / Decrease in trade receivables
|
|
(9,541)
|
|
|
(4,177)
|
|
|
128
|
%
|
|
16,654
|
|
|
122,529
|
|
|
(86)
|
%
|
- Increase / (Decrease) in trade payables
|
|
14,213
|
|
|
8,494
|
|
|
67
|
%
|
|
(5,693)
|
|
|
(95,303)
|
|
|
(94)
|
%
|
- (Increase) / Decrease in other current assets
|
|
(7,523)
|
|
|
(2,762)
|
|
|
172
|
%
|
|
(12,710)
|
|
|
2,288
|
|
|
(656)
|
%
|
- Increase / (Decrease) in other current liabilities
|
|
(4,705)
|
|
|
6,303
|
|
|
(175)
|
%
|
|
(5,774)
|
|
|
(20,145)
|
|
|
(71)
|
%
|
- Change in operating lease liabilities and right of use
assets
|
|
(3,163)
|
|
|
(1,826)
|
|
|
73
|
%
|
|
(3,858)
|
|
|
(1,706)
|
|
|
126
|
%
|
CASH FROM
OPERATING ACTIVITIES
|
|
51,179
|
|
|
51,156
|
|
|
—
|
%
|
|
154,901
|
|
|
141,276
|
|
|
10
|
%
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(16,767)
|
|
|
(16,308)
|
|
|
3
|
%
|
|
(44,383)
|
|
|
(57,037)
|
|
|
(22)
|
%
|
Change in accounts
payable related to intangible assets,
property, plant and equipment
|
|
810
|
|
|
3,410
|
|
|
(76)
|
%
|
|
1,518
|
|
|
13,870
|
|
|
(89)
|
%
|
Payment for
businesses, net of cash acquired
|
|
71
|
|
|
(3)
|
|
|
NM
|
|
|
(9,527)
|
|
|
(3)
|
|
|
NM
|
|
Change in other
non-current financial assets
|
|
6,505
|
|
|
(280)
|
|
|
NM
|
|
|
(13,803)
|
|
|
(20,629)
|
|
|
(33)
|
%
|
CASH USED FOR
INVESTING ACTIVITIES
|
|
(9,381)
|
|
|
(13,181)
|
|
|
(29)
|
%
|
|
(66,195)
|
|
|
(63,799)
|
|
|
4
|
%
|
Proceeds from
borrowings under line-of-credit agreement
|
|
—
|
|
|
3,193
|
|
|
(100)
|
%
|
|
—
|
|
|
157,503
|
|
|
(100)
|
%
|
Repayment of
borrowings
|
|
10
|
|
|
(12)
|
|
|
(183)
|
%
|
|
(1,262)
|
|
|
(181)
|
|
|
597
|
%
|
Proceeds from
exercise of stock options
|
|
12,113
|
|
|
117
|
|
|
NM
|
|
|
21,688
|
|
|
101
|
|
|
NM
|
|
Repurchase of
treasury stocks
|
|
(37,682)
|
|
|
(10,554)
|
|
|
257
|
%
|
|
(72,611)
|
|
|
(43,655)
|
|
|
66
|
%
|
Change in other
financial liabilities
|
|
(2,888)
|
|
|
(1,083)
|
|
|
167
|
%
|
|
(3,636)
|
|
|
(2,010)
|
|
|
81
|
%
|
CASH (USED FOR)
FROM FINANCING ACTIVITIES
|
|
(28,447)
|
|
|
(8,339)
|
|
|
241
|
%
|
|
(55,821)
|
|
|
111,758
|
|
|
(150)
|
%
|
Effect of exchange
rates changes on cash and cash
equivalents
|
|
(5,414)
|
|
|
18,927
|
|
|
(129)
|
%
|
|
(23,438)
|
|
|
18,746
|
|
|
(225)
|
%
|
Net increase in cash
and cash equivalents
|
|
7,937
|
|
|
48,563
|
|
|
(84)
|
%
|
|
9,447
|
|
|
207,981
|
|
|
(95)
|
%
|
Net cash and cash
equivalents at beginning of period
|
|
489,521
|
|
|
578,181
|
|
|
(15)
|
%
|
|
488,011
|
|
|
418,763
|
|
|
17
|
%
|
Net cash and cash
equivalents at end of period
|
|
$
|
497,458
|
|
|
$
|
626,744
|
|
|
(21)
|
%
|
|
$
|
497,458
|
|
|
$
|
626,744
|
|
|
(21)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
|
(9,703)
|
|
|
$
|
4,337
|
|
|
(324)
|
%
|
|
$
|
(23,285)
|
|
|
$
|
(12,229)
|
|
|
90
|
%
|
Cash paid for
interest
|
|
$
|
(403)
|
|
|
$
|
(153)
|
|
|
163
|
%
|
|
$
|
(1,139)
|
|
|
$
|
(819)
|
|
|
39
|
%
|
|
(1)
|
Share-based
compensation expense according to ASC 718 Compensation - stock
compensation accounted for $12.8 million and $6.5 million of equity
awards compensation expense for the quarter ended September
30, 2021 and 2020, respectively, and $30.8 million and $21.4
million of equity awards compensation for the nine months ended
September, 30, 2021 and 2020, respectively.
|
CRITEO
S.A.
|
Reconciliation of
Cash from Operating Activities to Free Cash Flow
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM OPERATING
ACTIVITIES
|
|
$
|
51,179
|
|
|
$
|
51,156
|
|
|
—
|
%
|
|
$
|
154,901
|
|
|
$
|
141,276
|
|
|
10
|
%
|
Acquisition of
intangible assets, property, plant and
equipment
|
|
(16,767)
|
|
|
(16,308)
|
|
|
3
|
%
|
|
(44,383)
|
|
|
(57,037)
|
|
|
(22)
|
%
|
Change in accounts
payable related to intangible
assets, property, plant and equipment
|
|
810
|
|
|
3,410
|
|
|
(76)
|
%
|
|
1,518
|
|
|
13,870
|
|
|
(89)
|
%
|
FREE CASH FLOW
(1)
|
|
$
|
35,222
|
|
|
$
|
38,258
|
|
|
(8)
|
%
|
|
$
|
112,036
|
|
|
$
|
98,109
|
|
|
14
|
%
|
|
(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 to Revenue
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
Region
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
204,428
|
|
|
$
|
204,618
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
629,555
|
|
|
$
|
582,037
|
|
|
8
|
%
|
|
8
|
%
|
|
EMEA
|
|
188,354
|
|
|
167,800
|
|
|
12
|
%
|
|
12
|
%
|
|
609,753
|
|
|
517,535
|
|
|
18
|
%
|
|
12
|
%
|
|
Asia-Pacific
|
|
115,798
|
|
|
97,927
|
|
|
18
|
%
|
|
21
|
%
|
|
361,660
|
|
|
311,763
|
|
|
16
|
%
|
|
15
|
%
|
|
Total
|
|
508,580
|
|
|
470,345
|
|
|
8
|
%
|
|
8
|
%
|
|
1,600,968
|
|
|
1,411,335
|
|
|
13
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
(116,796)
|
|
|
(130,756)
|
|
|
(11)
|
%
|
|
(11)
|
%
|
|
(378,756)
|
|
|
(366,095)
|
|
|
3
|
%
|
|
4
|
%
|
|
EMEA
|
|
(111,869)
|
|
|
(97,272)
|
|
|
15
|
%
|
|
15
|
%
|
|
(363,264)
|
|
|
(295,822)
|
|
|
23
|
%
|
|
16
|
%
|
|
Asia-Pacific
|
|
(68,954)
|
|
|
(56,373)
|
|
|
22
|
%
|
|
25
|
%
|
|
(214,344)
|
|
|
(177,546)
|
|
|
21
|
%
|
|
19
|
%
|
|
Total
|
|
(297,619)
|
|
|
(284,401)
|
|
|
5
|
%
|
|
5
|
%
|
|
(956,364)
|
|
|
(839,463)
|
|
|
14
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
87,632
|
|
|
73,862
|
|
|
19
|
%
|
|
18
|
%
|
|
250,799
|
|
|
215,942
|
|
|
16
|
%
|
|
16
|
%
|
|
EMEA
|
|
76,485
|
|
|
70,528
|
|
|
8
|
%
|
|
8
|
%
|
|
246,489
|
|
|
221,713
|
|
|
11
|
%
|
|
6
|
%
|
|
Asia-Pacific
|
|
46,844
|
|
|
41,554
|
|
|
13
|
%
|
|
15
|
%
|
|
147,316
|
|
|
134,217
|
|
|
10
|
%
|
|
8
|
%
|
|
Total
|
|
$
|
210,961
|
|
|
$
|
185,944
|
|
|
13
|
%
|
|
14
|
%
|
|
$
|
644,604
|
|
|
$
|
571,872
|
|
|
13
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
Solution
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
YoY
Change at
Constant
Currency
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
$
|
458,622
|
|
|
$
|
412,126
|
|
|
11
|
%
|
|
12
|
%
|
|
$
|
1,429,277
|
|
|
$
|
1,263,169
|
|
|
13
|
%
|
|
11
|
%
|
|
Retail Media
(2)
|
|
49,958
|
|
|
58,219
|
|
|
(14)
|
%
|
|
(15)
|
%
|
|
171,691
|
|
|
148,166
|
|
|
16
|
%
|
|
14
|
%
|
|
Total
|
|
508,580
|
|
|
470,345
|
|
|
8
|
%
|
|
8
|
%
|
|
1,600,968
|
|
|
1,411,335
|
|
|
13
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
(276,498)
|
|
|
(243,616)
|
|
|
13
|
%
|
|
14
|
%
|
|
(861,503)
|
|
|
(735,663)
|
|
|
17
|
%
|
|
15
|
%
|
|
Retail Media
(2)
|
|
(21,121)
|
|
|
(40,785)
|
|
|
(48)
|
%
|
|
(49)
|
%
|
|
(94,861)
|
|
|
(103,800)
|
|
|
(9)
|
%
|
|
(10)
|
%
|
|
Total
|
|
(297,619)
|
|
|
(284,401)
|
|
|
5
|
%
|
|
5
|
%
|
|
(956,364)
|
|
|
(839,463)
|
|
|
14
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
182,124
|
|
|
168,510
|
|
|
8
|
%
|
|
8
|
%
|
|
567,774
|
|
|
527,506
|
|
|
8
|
%
|
|
5
|
%
|
|
Retail Media
(2)
|
|
28,837
|
|
|
17,434
|
|
|
65
|
%
|
|
65
|
%
|
|
76,830
|
|
|
44,366
|
|
|
73
|
%
|
|
70
|
%
|
|
Total
|
|
$
|
210,961
|
|
|
$
|
185,944
|
|
|
13
|
%
|
|
14
|
%
|
|
$
|
644,604
|
|
|
$
|
571,872
|
|
|
13
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We define Revenue
ex-TAC as our revenue excluding traffic acquisition costs generated
over the applicable measurement period. Revenue ex-TAC, Traffic
Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by
Solution are not measures calculated in accordance with U.S. GAAP.
We have included Revenue ex-TAC, Traffic Acquisition Costs,
Revenue ex-TAC by Region and Revenue ex-TAC by Solution 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 and solution can provide
useful measures for period-to-period comparisons of our business.
Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition
Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution
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,
Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue
ex-TAC by Solution 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, Revenue ex-TAC by Region
and Revenue ex-TAC by Solution, or similarly titled measures but
define the regions, and product families 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, Revenue ex-TAC by Region and Revenue ex-TAC by
Solution alongside our other U.S. GAAP financial results, including
revenue. The above tables provide a reconciliation of Revenue
ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region
and Revenue ex-TAC by Solution to revenue by solution.
|
|
(2)
|
Criteo operates as
one operating segment. From January 1, 2021 we have disaggregated
revenues between Marketing Solutions and Retail Media. A
strategic building block of Criteo's Commerce Media Platform, the
Retail Media Platform, introduced in June 2020, 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
Revenue ex-TAC margin will increase. Revenue ex-TAC will not be
impacted by this transition.
|
CRITEO
S.A.
|
Reconciliation of
Adjusted EBITDA to Net Income
|
(U.S. dollars in
thousands, unaudited)
|
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
Net income
|
|
$
|
24,230
|
|
|
$
|
5,293
|
|
|
358
|
%
|
|
$
|
62,709
|
|
|
$
|
27,871
|
|
|
125
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
expense
|
|
154
|
|
|
491
|
|
|
(69)
|
%
|
|
1,391
|
|
|
1,828
|
|
|
(24)
|
%
|
Provision for income
taxes
|
|
7,801
|
|
|
2,267
|
|
|
244
|
%
|
|
22,033
|
|
|
11,943
|
|
|
84
|
%
|
Equity awards
compensation expense
|
|
13,290
|
|
|
6,803
|
|
|
95
|
%
|
|
32,841
|
|
|
22,465
|
|
|
46
|
%
|
Research and
development
|
|
4,858
|
|
|
3,333
|
|
|
46
|
%
|
|
11,572
|
|
|
7,771
|
|
|
49
|
%
|
Sales and
operations
|
|
3,875
|
|
|
3,190
|
|
|
21
|
%
|
|
9,880
|
|
|
8,380
|
|
|
18
|
%
|
General and
administrative
|
|
4,557
|
|
|
280
|
|
|
NM
|
|
|
11,389
|
|
|
6,314
|
|
|
80
|
%
|
Pension service
costs
|
|
330
|
|
|
572
|
|
|
(42)
|
%
|
|
1,005
|
|
|
1,649
|
|
|
(39)
|
%
|
Research and
development
|
|
170
|
|
|
286
|
|
|
(41)
|
%
|
|
520
|
|
|
824
|
|
|
(37)
|
%
|
Sales and
operations
|
|
52
|
|
|
101
|
|
|
(49)
|
%
|
|
158
|
|
|
291
|
|
|
(46)
|
%
|
General and
administrative
|
|
108
|
|
|
185
|
|
|
(42)
|
%
|
|
327
|
|
|
534
|
|
|
(39)
|
%
|
Depreciation and
amortization expense
|
|
22,301
|
|
|
21,752
|
|
|
3
|
%
|
|
66,646
|
|
|
66,098
|
|
|
0.8
|
%
|
Cost of revenue
(data center equipment)
|
|
15,520
|
|
|
14,712
|
|
|
5
|
%
|
|
46,508
|
|
|
40,581
|
|
|
15
|
%
|
Research and
development (1)
|
|
2,557
|
|
|
1,721
|
|
|
49
|
%
|
|
6,517
|
|
|
9,029
|
|
|
(28)
|
%
|
Sales and
operations
|
|
3,545
|
|
|
4,176
|
|
|
(15)
|
%
|
|
11,201
|
|
|
12,737
|
|
|
(12)
|
%
|
General and
administrative
|
|
679
|
|
|
1,143
|
|
|
(41)
|
%
|
|
2,420
|
|
|
3,751
|
|
|
(35)
|
%
|
Acquisition-related
costs
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
General and
administrative
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
Restructuring related
and transformation (gain )costs (2)
|
|
(1,767)
|
|
|
12,181
|
|
|
(115)
|
%
|
|
19,865
|
|
|
15,606
|
|
|
27
|
%
|
Research and
development
|
|
(1,029)
|
|
|
1,985
|
|
|
(152)
|
%
|
|
5,238
|
|
|
3,493
|
|
|
50
|
%
|
Sales and
operations
|
|
(106)
|
|
|
5,357
|
|
|
(102)
|
%
|
|
8,812
|
|
|
6,793
|
|
|
30
|
%
|
General and
administrative
|
|
(632)
|
|
|
4,839
|
|
|
(113)
|
%
|
|
5,815
|
|
|
5,320
|
|
|
9
|
%
|
Total net
adjustments
|
|
44,200
|
|
|
44,178
|
|
|
—
|
%
|
|
148,919
|
|
|
119,701
|
|
|
24
|
%
|
Adjusted EBITDA
(3)
|
|
$
|
68,430
|
|
|
$
|
49,471
|
|
|
38
|
%
|
|
$
|
211,628
|
|
|
$
|
147,572
|
|
|
43
|
%
|
|
(1)
|
For the Nine Months
Ended September 30, 2020, the Company recognized an accelerated
amortization expense for Manage technology due to a revised useful
life in 2019 ($4.0 million in Research and development).
|
|
(2)
|
For the Three Months
and the Nine Months Ended September 2021, and September 2020,
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
|
|
Nine Months
Ended
|
|
September
30,
|
|
September
30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
(Gain) from
forfeitures of share-based compensation awards
|
—
|
|
|
—
|
|
|
(666)
|
|
|
—
|
|
Facilities related
(gain) costs
|
(1,645)
|
|
|
7,023
|
|
|
14,692
|
|
|
8,817
|
|
Payroll related
(gain) costs
|
(334)
|
|
|
2,858
|
|
|
4,637
|
|
|
4,489
|
|
Consulting costs
related to transformation
|
212
|
|
|
2,300
|
|
|
1,202
|
|
|
2,300
|
|
Total
restructuring related and transformation (gain)
costs
|
$
|
(1,767)
|
|
|
$
|
12,181
|
|
|
$
|
19,865
|
|
|
$
|
15,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended and the nine months ended September 30, 2021 and September
30, 2020, respectively, the cash outflows related to restructuring
related and transformation costs were $4.4 million and $ 6.2
million, and $20.9 million and $13.0 million respectively, and were
mainly comprised of payroll costs, broker and termination penalties
related to real-estate facilities and other consulting
fees.
|
|
(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, acquisition-related costs 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
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
Research and
Development expenses
|
|
$
|
(33,345)
|
|
|
$
|
(30,954)
|
|
|
8
|
%
|
|
$
|
(106,957)
|
|
|
$
|
(99,716)
|
|
|
7
|
%
|
Equity awards
compensation expense
|
|
4,858
|
|
|
3,333
|
|
|
46
|
%
|
|
11,572
|
|
|
7,771
|
|
|
49
|
%
|
Depreciation and
Amortization expense
|
|
2,557
|
|
|
1,721
|
|
|
49
|
%
|
|
6,517
|
|
|
9,029
|
|
|
(28)
|
%
|
Pension service
costs
|
|
170
|
|
|
286
|
|
|
(41)
|
%
|
|
520
|
|
|
824
|
|
|
(37)
|
%
|
Restructuring
related and transformation (gain) costs
|
|
(1,029)
|
|
|
1,985
|
|
|
(152)
|
%
|
|
5,238
|
|
|
3,493
|
|
|
50
|
%
|
Non GAAP - Research
and Development expenses
|
|
(26,789)
|
|
|
(23,629)
|
|
|
13
|
%
|
|
(83,110)
|
|
|
(78,599)
|
|
|
6
|
%
|
Sales and Operations
expenses
|
|
(75,619)
|
|
|
(83,659)
|
|
|
(10)
|
%
|
|
(235,724)
|
|
|
(244,414)
|
|
|
(4)
|
%
|
Equity awards
compensation expense
|
|
3,875
|
|
|
3,190
|
|
|
21
|
%
|
|
9,880
|
|
|
8,380
|
|
|
18
|
%
|
Depreciation and
Amortization expense
|
|
3,545
|
|
|
4,176
|
|
|
(15)
|
%
|
|
11,201
|
|
|
12,737
|
|
|
(12)
|
%
|
Pension service
costs
|
|
52
|
|
|
101
|
|
|
(49)
|
%
|
|
158
|
|
|
291
|
|
|
(46)
|
%
|
Restructuring
related and transformation (gain) costs
|
|
(106)
|
|
|
5,357
|
|
|
(102)
|
%
|
|
8,812
|
|
|
6,793
|
|
|
30
|
%
|
Non GAAP - Sales and
Operations expenses
|
|
(68,253)
|
|
|
(70,835)
|
|
|
(4)
|
%
|
|
(205,673)
|
|
|
(216,213)
|
|
|
(5)
|
%
|
General and
Administrative expenses
|
|
(34,877)
|
|
|
(28,672)
|
|
|
22
|
%
|
|
(108,779)
|
|
|
(83,772)
|
|
|
30
|
%
|
Equity awards
compensation expense
|
|
4,557
|
|
|
280
|
|
|
NM
|
|
|
11,389
|
|
|
6,314
|
|
|
80
|
%
|
Depreciation and
Amortization expense
|
|
679
|
|
|
1,143
|
|
|
(41)
|
%
|
|
2,420
|
|
|
3,751
|
|
|
(35)
|
%
|
Pension service
costs
|
|
108
|
|
|
185
|
|
|
(42)
|
%
|
|
327
|
|
|
534
|
|
|
(39)
|
%
|
Acquisition-related costs
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
Restructuring
related and transformation (gain) costs
|
|
(632)
|
|
|
4,839
|
|
|
(113)
|
%
|
|
5,815
|
|
|
5,320
|
|
|
9
|
%
|
Non GAAP - General
and Administrative expenses
|
|
(28,074)
|
|
|
(22,113)
|
|
|
27
|
%
|
|
(83,690)
|
|
|
(67,741)
|
|
|
24
|
%
|
Total Operating
expenses
|
|
(143,841)
|
|
|
(143,285)
|
|
|
0.4
|
%
|
|
(451,460)
|
|
|
(427,902)
|
|
|
6
|
%
|
Equity awards
compensation expense
|
|
13,290
|
|
|
6,803
|
|
|
95
|
%
|
|
32,841
|
|
|
22,465
|
|
|
46
|
%
|
Depreciation and
Amortization expense
|
|
6,781
|
|
|
7,040
|
|
|
(4)
|
%
|
|
20,138
|
|
|
25,517
|
|
|
(21)
|
%
|
Pension service
costs
|
|
330
|
|
|
572
|
|
|
(42)
|
%
|
|
1,005
|
|
|
1,649
|
|
|
(39)
|
%
|
Acquisition-related costs
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
Restructuring
related and transformation (gain) costs
|
|
(1,767)
|
|
|
12,181
|
|
|
(115)
|
%
|
|
19,865
|
|
|
15,606
|
|
|
27
|
%
|
Total Non GAAP
Operating expenses (1)
|
|
$
|
(123,116)
|
|
|
$
|
(116,577)
|
|
|
6
|
%
|
|
$
|
(372,473)
|
|
|
$
|
(362,553)
|
|
|
3
|
%
|
|
(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
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
Equity awards
compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
$
|
4,858
|
|
|
$
|
3,333
|
|
|
46
|
%
|
|
$
|
11,572
|
|
|
$
|
7,771
|
|
|
49
|
%
|
Sales and
operations
|
|
3,875
|
|
|
3,190
|
|
|
21
|
%
|
|
9,880
|
|
|
8,380
|
|
|
18
|
%
|
General and
administrative
|
|
4,557
|
|
|
280
|
|
|
NM
|
|
|
11,389
|
|
|
6,314
|
|
|
80
|
%
|
Total equity awards
compensation expense
|
|
13,290
|
|
|
6,803
|
|
|
95
|
%
|
|
32,841
|
|
|
22,465
|
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension service
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
170
|
|
|
286
|
|
|
(41)
|
%
|
|
520
|
|
|
824
|
|
|
(37)
|
%
|
Sales and
operations
|
|
52
|
|
|
101
|
|
|
(49)
|
%
|
|
158
|
|
|
291
|
|
|
(46)
|
%
|
General and
administrative
|
|
108
|
|
|
185
|
|
|
(42)
|
%
|
|
327
|
|
|
534
|
|
|
(39)
|
%
|
Total pension service
costs
|
|
330
|
|
|
572
|
|
|
(42)
|
%
|
|
1,005
|
|
|
1,649
|
|
|
(39)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (data
center equipment)
|
|
15,520
|
|
|
14,712
|
|
|
5
|
%
|
|
46,508
|
|
|
40,581
|
|
|
15
|
%
|
Research and
development
|
|
2,557
|
|
|
1,721
|
|
|
49
|
%
|
|
6,517
|
|
|
9,029
|
|
|
(28)
|
%
|
Sales and
operations
|
|
3,545
|
|
|
4,176
|
|
|
(15)
|
%
|
|
11,201
|
|
|
12,737
|
|
|
(12)
|
%
|
General and
administrative
|
|
679
|
|
|
1,143
|
|
|
(41)
|
%
|
|
2,420
|
|
|
3,751
|
|
|
(35)
|
%
|
Total depreciation
and amortization expense
|
|
22,301
|
|
|
21,752
|
|
|
3
|
%
|
|
66,646
|
|
|
66,098
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
costs
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
Total
acquisition-related costs
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring related
and transformation (gain) costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
(1,029)
|
|
|
1,985
|
|
|
(152)
|
%
|
|
5,238
|
|
|
3,493
|
|
|
50
|
%
|
Sales and
operations
|
|
(106)
|
|
|
5,357
|
|
|
(102)
|
%
|
|
8,812
|
|
|
6,793
|
|
|
30
|
%
|
General and
administrative
|
|
(632)
|
|
|
4,839
|
|
|
(113)
|
%
|
|
5,815
|
|
|
5,320
|
|
|
9
|
%
|
Total restructuring
related and transformation (gain) costs
|
|
$
|
(1,767)
|
|
|
$
|
12,181
|
|
|
(115)
|
%
|
|
$
|
19,865
|
|
|
$
|
15,606
|
|
|
27
|
%
|
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
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
24,230
|
|
|
$
|
5,293
|
|
|
358
|
%
|
|
$
|
62,709
|
|
|
$
|
27,871
|
|
|
125
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
13,290
|
|
|
6,803
|
|
|
95
|
%
|
|
32,841
|
|
|
22,465
|
|
|
46
|
%
|
Amortization of
acquisition-related intangible assets (1)
|
|
3,303
|
|
|
2,899
|
|
|
14
|
%
|
|
9,174
|
|
|
12,594
|
|
|
(27)
|
%
|
Acquisition-related
costs
|
|
2,091
|
|
|
112
|
|
|
NM
|
|
|
5,138
|
|
|
112
|
|
|
NM
|
|
Restructuring related
and transformation (gain) costs
|
|
(1,767)
|
|
|
12,181
|
|
|
(115)
|
%
|
|
19,865
|
|
|
15,606
|
|
|
27
|
%
|
Tax impact of the
above adjustments
|
|
(114)
|
|
|
(2,986)
|
|
|
(96)
|
%
|
|
(4,686)
|
|
|
(5,611)
|
|
|
(16)
|
%
|
Total net
adjustments
|
|
16,803
|
|
|
19,009
|
|
|
(12)
|
%
|
|
62,332
|
|
|
45,166
|
|
|
38
|
%
|
Adjusted net income
(2)
|
|
$
|
41,033
|
|
|
$
|
24,302
|
|
|
69
|
%
|
|
$
|
125,041
|
|
|
$
|
73,037
|
|
|
71
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
60,873,594
|
|
|
60,080,598
|
|
|
|
|
60,759,613
|
|
|
61,059,345
|
|
|
|
-
Diluted
|
|
64,197,686
|
|
|
61,027,795
|
|
|
|
|
64,313,526
|
|
|
61,644,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
|
0.67
|
|
|
$
|
0.40
|
|
|
68
|
%
|
|
$
|
2.06
|
|
|
$
|
1.20
|
|
|
72
|
%
|
-
Diluted
|
|
$
|
0.64
|
|
|
$
|
0.40
|
|
|
60
|
%
|
|
$
|
1.94
|
|
|
$
|
1.18
|
|
|
64
|
%
|
|
(1)
|
For the Nine Months
Ended September 30, 2020, the Company recognized an accelerated
amortization expense for Manage technology due to a revised useful
life in 2019 ($4.0 million in Research and development).
|
|
(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
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
2021
|
|
2020
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported
|
|
$
|
508,580
|
|
|
$
|
470,345
|
|
|
8
|
%
|
|
$
|
1,600,968
|
|
|
$
|
1,411,335
|
|
|
13
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
1,050
|
|
|
—
|
|
|
|
|
(34,266)
|
|
|
—
|
|
|
|
Revenue at constant
currency(1)
|
|
509,630
|
|
|
470,345
|
|
|
8
|
%
|
|
1,566,702
|
|
|
1,411,335
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
|
(297,619)
|
|
|
(284,401)
|
|
|
5
|
%
|
|
(956,364)
|
|
|
(839,463)
|
|
|
14
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(771)
|
|
|
—
|
|
|
|
|
20,829
|
|
|
—
|
|
|
|
Traffic Acquisition
Costs at constant currency(1)
|
|
(298,390)
|
|
|
(284,401)
|
|
|
5
|
%
|
|
(935,535)
|
|
|
(839,463)
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC as
reported(2)
|
|
210,961
|
|
|
185,944
|
|
|
13
|
%
|
|
644,604
|
|
|
571,872
|
|
|
13
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
279
|
|
|
—
|
|
|
|
|
(13,436)
|
|
|
—
|
|
|
|
Revenue ex-TAC at
constant currency(2)
|
|
211,240
|
|
|
185,944
|
|
|
14
|
%
|
|
631,168
|
|
|
571,872
|
|
|
10
|
%
|
Revenue
ex-TAC(2)/Revenue as reported
|
|
41
|
%
|
|
40
|
%
|
|
|
|
40
|
%
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(34,935)
|
|
|
(34,608)
|
|
|
1
|
%
|
|
(107,011)
|
|
|
(102,328)
|
|
|
5
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(334)
|
|
|
—
|
|
|
|
|
547
|
|
|
—
|
|
|
|
Other cost of revenue
at constant currency(1)
|
|
(35,269)
|
|
|
(34,608)
|
|
|
2
|
%
|
|
(106,464)
|
|
|
(102,328)
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(3)
|
|
68,430
|
|
|
49,471
|
|
|
38
|
%
|
|
211,628
|
|
|
147,572
|
|
|
43
|
%
|
Conversion impact
U.S. dollar/other currencies
|
|
(674)
|
|
|
—
|
|
|
|
|
(9,698)
|
|
|
—
|
|
|
|
Adjusted
EBITDA(3) at constant currency(1)
|
|
$
|
67,756
|
|
|
$
|
49,471
|
|
|
37
|
%
|
|
$
|
201,930
|
|
|
$
|
147,572
|
|
|
37
|
%
|
Adjusted
EBITDA(3)/Revenue ex-TAC(2)
|
|
32
|
%
|
|
27
|
%
|
|
|
|
33
|
%
|
|
26
|
%
|
|
|
|
(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 to Revenue" 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)
|
|
|
|
Nine Months
Ended
|
|
|
2021
|
|
2020
|
Shares outstanding as
at January 1,
|
|
60,639,570
|
|
|
62,293,508
|
|
Weighted average
number of shares issued during the period
|
|
120,043
|
|
|
(1,234,163)
|
|
Basic number of
shares - Basic EPS basis
|
|
60,759,613
|
|
|
61,059,345
|
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
3,553,913
|
|
|
585,482
|
|
Diluted number of
shares - Diluted EPS basis
|
|
64,313,526
|
|
|
61,644,827
|
|
|
|
|
|
|
Shares issued as
September 30, before Treasury stocks
|
|
66,315,019
|
|
|
66,083,172
|
|
Treasury stock as of
September 30,
|
|
(5,544,527)
|
|
|
(5,989,258)
|
|
Shares outstanding as
of September 30, after Treasury stocks
|
|
60,770,492
|
|
|
60,093,914
|
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
6,861,312
|
|
|
7,581,847
|
|
Fully diluted shares
as at September 30,
|
|
67,631,804
|
|
|
67,675,761
|
|
CRITEO
S.A.
|
Supplemental
Financial Information and Operating Metrics
|
(U.S. dollars in
thousands except where stated, unaudited)
|
|
|
YoY
Change
|
QoQ
Change
|
Q3
2021
|
Q2
2021
|
Q1
2021
|
Q4
2020
|
Q3
2020
|
Q2
2020
|
Q1
2020
|
Q4
2019
|
Q3
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
6%
|
2%
|
21,747
|
21,332
|
20,626
|
21,460
|
20,565
|
20,359
|
20,360
|
20,247
|
19,971
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
8%
|
(8)%
|
508,580
|
551,311
|
541,077
|
661,282
|
470,345
|
437,614
|
503,376
|
652,640
|
522,606
|
Americas
|
—%
|
(8)%
|
204,428
|
221,227
|
203,900
|
312,817
|
204,618
|
185,674
|
191,745
|
306,250
|
213,937
|
EMEA
|
12%
|
(10)%
|
188,354
|
209,303
|
212,096
|
232,137
|
167,800
|
159,621
|
190,114
|
216,639
|
185,556
|
APAC
|
18%
|
(4)%
|
115,798
|
120,781
|
125,081
|
116,328
|
97,927
|
92,319
|
121,517
|
129,751
|
123,113
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
8%
|
(8)%
|
508,580
|
551,311
|
541,077
|
661,282
|
470,345
|
437,614
|
503,376
|
N.A
|
N.A
|
Marketing
Solutions
|
11%
|
(6)%
|
458,622
|
487,465
|
483,190
|
543,262
|
412,126
|
381,270
|
469,773
|
N.A
|
N.A
|
Retail Media
(2)
|
(14)%
|
(22)%
|
49,958
|
63,846
|
57,887
|
118,020
|
58,219
|
56,344
|
33,603
|
N.A
|
N.A
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
5%
|
(10)%
|
(297,619)
|
(331,078)
|
(327,667)
|
(408,108)
|
(284,401)
|
(257,698)
|
(297,364)
|
(386,388)
|
(301,901)
|
Americas
|
(11)%
|
(13)%
|
(116,796)
|
(134,332)
|
(127,628)
|
(203,341)
|
(130,756)
|
(115,317)
|
(120,022)
|
(189,092)
|
(129,047)
|
EMEA
|
15%
|
(10)%
|
(111,869)
|
(124,747)
|
(126,648)
|
(137,384)
|
(97,272)
|
(90,153)
|
(108,397)
|
(124,939)
|
(103,899)
|
APAC
|
22%
|
(4)%
|
(68,954)
|
(71,999)
|
(73,391)
|
(67,383)
|
(56,373)
|
(52,228)
|
(68,945)
|
(72,357)
|
(68,955)
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
5%
|
(10)%
|
(297,619)
|
(331,078)
|
(327,667)
|
(408,108)
|
(284,401)
|
(257,698)
|
(297,364)
|
N.A
|
N.A
|
Marketing
Solutions
|
13%
|
(6)%
|
(276,498)
|
(294,132)
|
(290,873)
|
(324,017)
|
(243,616)
|
(218,990)
|
(273,057)
|
N.A
|
N.A
|
Retail Media
(2)
|
(48)%
|
(43)%
|
(21,121)
|
(36,946)
|
(36,794)
|
(84,091)
|
(40,785)
|
(38,708)
|
(24,307)
|
N.A
|
N.A
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
13%
|
(4)%
|
210,961
|
220,233
|
213,410
|
253,174
|
185,944
|
179,916
|
206,012
|
266,252
|
220,705
|
Americas
|
19%
|
1%
|
87,632
|
86,895
|
76,272
|
109,476
|
73,862
|
70,357
|
71,723
|
117,158
|
84,890
|
EMEA
|
8%
|
(10)%
|
76,485
|
84,556
|
85,448
|
94,753
|
70,528
|
69,468
|
81,717
|
91,700
|
81,657
|
APAC
|
13%
|
(4)%
|
46,844
|
48,782
|
51,690
|
48,945
|
41,554
|
40,091
|
52,572
|
57,394
|
54,158
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue ex-TAC
(1)
|
13%
|
(4)%
|
210,961
|
220,233
|
213,410
|
253,174
|
185,944
|
179,916
|
206,012
|
N.A
|
N.A
|
Marketing
Solutions
|
8%
|
(6)%
|
182,124
|
193,333
|
192,317
|
219,245
|
168,510
|
162,280
|
196,716
|
N.A
|
N.A
|
Retail Media
(2)
|
65%
|
7%
|
28,837
|
26,900
|
21,093
|
33,929
|
17,434
|
17,636
|
9,296
|
N.A
|
N.A
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
—%
|
94%
|
51,179
|
26,360
|
77,362
|
44,080
|
51,156
|
33,377
|
56,743
|
59,359
|
43,289
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
24%
|
22%
|
15,957
|
13,128
|
13,780
|
22,302
|
12,898
|
18,532
|
11,737
|
17,520
|
23,944
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures/Revenue
|
N.A
|
N.A
|
3%
|
2%
|
3%
|
3%
|
3%
|
4%
|
2%
|
3%
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
(21)%
|
2%
|
497,458
|
489,521
|
520,060
|
488,011
|
626,744
|
578,181
|
436,506
|
418,763
|
409,178
|
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
1%
|
3%
|
2,658
|
2,572
|
2,532
|
2,594
|
2,636
|
2,685
|
2,701
|
2,755
|
2,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding
(days - end of month)
|
N.A
|
N.A
|
70
|
66
|
64
|
56
|
62
|
61
|
62
|
52
|
57
|
|
(1)
|
We define Revenue
ex-TAC as our revenue excluding traffic acquisition costs generated
over the applicable measurement period. Revenue ex-TAC, Traffic
Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by
Solution are not measures calculated in accordance with U.S. GAAP.
We have included Revenue ex-TAC, Traffic Acquisition Costs,
Revenue ex-TAC by Region and Revenue ex-TAC by Solution 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 and solution can provide
useful measures for period-to-period comparisons of our business.
Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition
Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution
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,
Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue
ex-TAC by Solution 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, Revenue ex-TAC by
Region and Revenue ex-TAC by Solution, or similarly titled measures
but define the regions, and product families 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, Revenue ex-TAC by Region and Revenue ex-TAC by
Solution alongside our other U.S. GAAP financial results, including
revenue. The above tables provide a reconciliation of Revenue
ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region
and Revenue ex-TAC by Solution to revenue by solution.
|
|
(2)
|
Criteo operates as
one operating segment. From January 1, 2021 we have disaggregated
revenues between Marketing Solutions and Retail Media. A
strategic building block of Criteo's Commerce Media Platform, the
Retail Media Platform, introduced in June 2020, 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
Revenue ex-TAC margin will increase. Revenue ex-TAC will not be
impacted by this transition.
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content:https://www.prnewswire.com/news-releases/criteo-reports-strong-financial-results-in-third-quarter-2021-301414936.html
SOURCE Criteo S.A.