NEW YORK, Aug. 2, 2017 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the commerce marketing technology company, today announced financial results for the second quarter ended June 30, 2017.
"We are building the highest performing and open commerce marketing ecosystem for retailers and brands, allowing them to compete with large ecommerce companies," said Eric Eichmann, CEO. "Our unique solution opens up a large opportunity for us."
"We delivered accelerating profitable growth and increased cash flow, while investing in the business," said Benoit Fouilland, CFO. "This attractive combination continues to differentiate our business model ."
Operating Highlights
Revenue and Revenue ex-TAC
Revenue grew 33%, or 35% at constant currency, to $542 million (Q2 2016: $407 million).
Revenue ex-TAC grew 32%, or 34% at constant currency, to $220 million (Q2 2016: $166 million). This increase was primarily driven by continued innovation, both in the core technology and in new products, a broader and improved access to publisher inventory, and the addition of new clients across regions, categories and products.
Revenue ex-TAC margin as a percentage of revenue was 41%, in line with prior quarters.
Net Income and Adjusted Net Income
Net income decreased 44% to $8 million (Q2 2016: $13 million). Net income available to shareholders of Criteo S.A. was $6 million, or $0.09 per share on a diluted basis (Q2 2016: $12 million, or $0.19 per share on a diluted basis). Net income in the period was impacted by restructuring costs of $3.3 million related to the refocus of our Chinese efforts on the export business. Net income in the period was also impacted by the acquisition of HookLogic, including the one-time grant of equity awards in connection with the acquisition, the amortization of intangible assets recognized following the purchase price accounting, and increased financial expense related to the funding of 30% of the purchase price. Excluding the impact of non-cash accounting effects related to HookLogic, net income increased 7% to $14 million.
Adjusted Net income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, increased 20% to $26 million, or $0.39 per share on a diluted basis (Q2 2016: $22 million, or $0.33 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA grew 38%, or 42% at constant currency, to $54 million (Q2 2016: $39 million). This increase in Adjusted EBITDA was primarily driven by the strong Revenue ex-TAC performance across all regions, as well as continued operating leverage across the organization.
Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 25% (Q2 2016: 24%).
Operating expenses increased 36% to $174 million (Q2 2016: $128 million), including approximately $1 million of restructuring costs in China. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased 28% to $148 million (Q2 2016: $116 million). This increase is primarily related to the year-over-year growth in headcount in Research and Development (38%), Sales and Operations (27%) and General and Administrative (25%), as we continued to grow the entire organization.
Cash Flow and Cash Position
Cash flow from operating activities increased 214% to $60 million (Q2 2016: $19 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, grew by $37 million to $33 million (Q2 2016: $(3) million).
Total cash and cash equivalents were $308 million as of June 30, 2017 (December 31, 2016: $270 million).
Business Outlook
The following forward-looking statements reflect Criteo's expectations as of August 2, 2017.
Third Quarter 2017 Guidance:
Fiscal Year 2017 Guidance:
The above guidance for the third quarter ending September 30, 2017, and the fiscal year ending December 31, 2017, assumes the following exchange rates for the nine months to September 30, 2017 and the fiscal year ending December 31, 2017 for the main currencies impacting our business: a U.S. dollar-euro rate of 0.91, a U.S. dollar-Japanese Yen of 113, a U.S. dollar-British pound rate of 0.79 and a U.S. dollar-Brazilian real rate of 3.22.
The above guidance assumes no acquisitions are completed during the third quarter ending September 30, 2017 and the fiscal year ending December 31, 2017.
Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S. GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future U.S. GAAP financial results.
Non-GAAP Financial Measures
This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission (the "SEC"): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.
Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business and across our geographies. Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short‑ and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted Net Income per diluted share are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.
Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.
Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to Revenue, Revenue ex-TAC by Region to Revenue by Region, Adjusted EBITDA to Net Income, Adjusted Net Income to Net Income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to Operating Expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.
Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2017 and the fiscal year ending December 31, 2017, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2017, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.
Conference Call Information
Criteo's earnings conference call will take place today, August 2, 2017, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.
Conference call details: |
||
• |
U.S. callers: |
+1 855 209 8212 |
• |
International callers: |
+1 412 317 0788 or +33 1 76 74 05 02 |
Please ask to be joined into the "Criteo S.A." call. |
About Criteo
Criteo (NASDAQ: CRTO), the leader in commerce marketing, is building the highest performing and open commerce marketing ecosystem to drive profits and sales for retailers and brands. 2,700 Criteo team members partner with 16,000 customers and thousands of publishers across the globe to deliver performance at scale by connecting shoppers to the things they need and love. Designed for commerce, Criteo Commerce Marketing Ecosystem sees over $550 billion in annual commerce sales data.
For more information, please visit www.criteo.com.
___________________________________________________
1 Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2016 average exchange rates for the relevant period to 2017 figures.
2 Revenue ex-TAC, Adjusted EBITDA, Adjusted Net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
Financial information to follow
CRITEO S.A. | ||||||||
December 31, 2016 |
June 30, 2017 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
270,317 |
$ |
308,185 |
||||
Trade receivables, net of allowances |
397,244 |
370,052 |
||||||
Income taxes |
2,741 |
6,872 |
||||||
Other taxes |
52,942 |
46,514 |
||||||
Other current assets |
19,340 |
28,270 |
||||||
Total current assets |
742,584 |
759,893 |
||||||
Property, plant and equipment, net |
108,581 |
131,346 |
||||||
Intangible assets, net |
102,944 |
104,045 |
||||||
Goodwill |
209,418 |
235,337 |
||||||
Non-current financial assets |
17,029 |
18,824 |
||||||
Deferred tax assets |
30,630 |
48,700 |
||||||
Total non-current assets |
468,602 |
538,252 |
||||||
Total assets |
$ |
1,211,186 |
$ |
1,298,145 |
||||
Liabilities and shareholders' equity |
||||||||
Current liabilities: |
||||||||
Trade payables |
$ |
365,788 |
$ |
351,408 |
||||
Contingencies |
654 |
1,392 |
||||||
Income taxes |
14,454 |
11,898 |
||||||
Financial liabilities - current portion |
7,969 |
5,851 |
||||||
Other taxes |
44,831 |
45,606 |
||||||
Employee - related payables |
55,874 |
64,467 |
||||||
Other current liabilities |
30,221 |
37,906 |
||||||
Total current liabilities |
519,791 |
518,528 |
||||||
Deferred tax liabilities |
686 |
28,088 |
||||||
Retirement benefit obligation |
3,221 |
3,405 |
||||||
Financial liabilities - non current portion |
77,611 |
2,621 |
||||||
Other non-current liabilities |
— |
2,824 |
||||||
Total non-current liabilities |
81,518 |
36,938 |
||||||
Total liabilities |
601,309 |
555,466 |
||||||
Commitments and contingencies |
||||||||
Shareholders' equity: |
||||||||
Common shares, €0.025 per value, 63,978,204 and 65,291,977 shares authorized, issued and outstanding at December 31, 2016 and June 30, 2017, respectively. |
2,093 |
2,128 |
||||||
Additional paid-in capital |
488,277 |
540,998 |
||||||
Accumulated other comprehensive income (loss) |
(88,593) |
(42,615) |
||||||
Retained earnings |
198,355 |
228,141 |
||||||
Equity - attributable to shareholders of Criteo S.A. |
600,132 |
728,652 |
||||||
Non-controlling interests |
9,745 |
14,027 |
||||||
Total equity |
609,877 |
742,679 |
||||||
Total equity and liabilities |
$ |
1,211,186 |
$ |
1,298,145 |
CRITEO S.A. | ||||||||||||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||
June 30, |
June 30, |
|||||||||||||||||||||
2016 |
2017 |
YoY |
2016 |
2017 |
YoY | |||||||||||||||||
Revenue |
$ |
407,201 |
$ |
542,022 |
33 |
% |
$ |
808,454 |
$ |
1,058,688 |
31 |
% | ||||||||||
Cost of revenue |
||||||||||||||||||||||
Traffic acquisition cost |
(240,969) |
(322,200) |
34 |
% |
(479,724) |
(628,893) |
31 |
% | ||||||||||||||
Other cost of revenue |
(20,279) |
(32,808) |
62 |
% |
(38,618) |
(59,963) |
55 |
% | ||||||||||||||
Gross profit |
145,953 |
187,014 |
28 |
% |
290,112 |
369,832 |
27 |
% | ||||||||||||||
Operating expenses: |
||||||||||||||||||||||
Research and development expenses |
(30,235) |
(43,611) |
44 |
% |
(57,396) |
(83,132) |
45 |
% | ||||||||||||||
Sales and operations expenses |
(69,225) |
(97,900) |
41 |
% |
(133,698) |
(188,631) |
41 |
% | ||||||||||||||
General and administrative expenses |
(28,610) |
(32,239) |
13 |
% |
(53,347) |
(63,754) |
20 |
% | ||||||||||||||
Total Operating expenses |
(128,070) |
(173,750) |
36 |
% |
(244,441) |
(335,517) |
37 |
% | ||||||||||||||
Income from operations |
17,883 |
13,264 |
(26) |
% |
45,671 |
34,315 |
(25) |
% | ||||||||||||||
Financial income (expense) |
(94) |
(2,094) |
2,128 |
% |
(1,412) |
(4,427) |
214 |
% | ||||||||||||||
Income before taxes |
17,789 |
11,170 |
(37) |
% |
44,259 |
29,888 |
(32) |
% | ||||||||||||||
Provision for income taxes |
(4,450) |
(3,665) |
(18) |
% |
(12,394) |
(7,866) |
(37) |
% | ||||||||||||||
Net Income |
$ |
13,339 |
$ |
7,505 |
(44) |
% |
$ |
31,865 |
$ |
22,022 |
(31) |
% | ||||||||||
Net income available to shareholders of Criteo S.A |
$ |
12,200 |
$ |
5,970 |
$ |
29,330 |
$ |
18,411 |
||||||||||||||
Net income available to non-controlling interests |
$ |
1,139 |
$ |
1,535 |
$ |
2,535 |
$ |
3,611 |
||||||||||||||
Weighted average shares outstanding used in computing per share amounts: |
||||||||||||||||||||||
Basic |
63,246,785 |
65,027,985 |
62,928,221 |
64,611,237 |
||||||||||||||||||
Diluted |
65,625,097 |
68,131,274 |
65,232,938 |
67,709,789 |
||||||||||||||||||
Net income allocated to shareholders per share: |
||||||||||||||||||||||
Basic |
$ |
0.19 |
$ |
0.09 |
$ |
0.47 |
$ |
0.28 |
||||||||||||||
Diluted |
$ |
0.19 |
$ |
0.09 |
$ |
0.45 |
$ |
0.27 |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
Net income |
$ |
13,339 |
$ |
7,505 |
$ |
31,865 |
$ |
22,022 |
||||||||
Non-cash and non-operating items |
30,121 |
42,974 |
59,626 |
84,448 |
||||||||||||
- Amortization and provisions |
16,345 |
24,376 |
29,525 |
46,692 |
||||||||||||
- Equity awards compensation expense (1) |
7,695 |
14,918 |
16,065 |
29,858 |
||||||||||||
- Interest accrued and non-cash financial income and expense |
1,586 |
15 |
1,598 |
32 |
||||||||||||
- Change in deferred taxes |
(3,285) |
(5,536) |
(4,424) |
(12,405) |
||||||||||||
- Income tax for the period |
7,780 |
9,201 |
16,862 |
20,271 |
||||||||||||
Changes in working capital related to operating activities |
(10,297) |
25,860 |
(27,436) |
25,790 |
||||||||||||
- (Increase)/decrease in trade receivables |
(7,126) |
(23,358) |
(2,368) |
36,211 |
||||||||||||
- Increase/(decrease) in trade payables |
(1,244) |
48,776 |
(15,149) |
(26,254) |
||||||||||||
- (Increase)/decrease in other current assets |
(5,969) |
(3,493) |
(15,777) |
2,580 |
||||||||||||
- Increase/(decrease) in other current liabilities |
4,042 |
3,935 |
5,858 |
13,253 |
||||||||||||
Income taxes paid |
(13,889) |
(15,848) |
(25,874) |
(27,531) |
||||||||||||
CASH FROM OPERATING ACTIVITIES |
19,274 |
60,491 |
38,181 |
104,729 |
||||||||||||
Acquisition of intangible assets, property, plant and equipment |
(25,564) |
(30,008) |
(39,178) |
(53,275) |
||||||||||||
Change in accounts payable related to intangible assets, property, plant and equipment |
3,178 |
2,953 |
4,685 |
(1,986) |
||||||||||||
Payments for acquired business, net of cash acquired |
(5,074) |
1,089 |
(5,074) |
1,052 |
||||||||||||
Change in other non-current financial assets |
(207) |
1,668 |
574 |
1,274 |
||||||||||||
CASH USED FOR INVESTING ACTIVITIES |
(27,667) |
(24,298) |
(38,993) |
(52,935) |
||||||||||||
Issuance of long-term borrowings |
2,295 |
1,454 |
3,059 |
1,454 |
||||||||||||
Repayment of borrowings |
(3,944) |
(77,168) |
(5,448) |
(79,221) |
||||||||||||
Proceeds from capital increase |
10,106 |
11,517 |
15,582 |
24,454 |
||||||||||||
Change in other financial liabilities |
(171) |
145 |
(171) |
264 |
||||||||||||
CASH FROM (USED FOR) FINANCING ACTIVITIES |
8,286 |
(64,052) |
13,022 |
(53,049) |
||||||||||||
CHANGE IN NET CASH AND CASH EQUIVALENTS |
(107) |
(27,859) |
12,210 |
(1,255) |
||||||||||||
Net cash and cash equivalents at beginning of period |
386,110 |
303,813 |
353,537 |
270,317 |
||||||||||||
Effect of exchange rates changes on cash and cash equivalents |
(8,596) |
32,231 |
11,660 |
39,123 |
||||||||||||
Net cash and cash equivalents at end of period |
$ |
377,407 |
$ |
308,185 |
$ |
377,407 |
$ |
308,185 |
(1) Of which $7.2 million and $14.7 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended June 30, 2016 and 2017, respectively, and $15.5 million and $29.3 million for the six month period ended June 30, 2016 and 2017, respectively. |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
CASH FROM OPERATING ACTIVITIES |
$ |
19,274 |
$ |
60,491 |
$ |
38,181 |
$ |
104,729 |
||||||||
Acquisition of intangible assets, property, plant and equipment |
(25,564) |
(30,008) |
(39,178) |
(53,275) |
||||||||||||
Change in accounts payable related to intangible assets, property, plant and equipment |
3,178 |
2,953 |
4,685 |
(1,986) |
||||||||||||
FREE CASH FLOW (1) |
$ |
(3,112) |
$ |
33,436 |
$ |
3,688 |
$ |
49,468 |
(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. | |||||||||||||||||||||||||||||
Three Months Ended |
Six Months Ended |
||||||||||||||||||||||||||||
June 30, |
June 30, |
||||||||||||||||||||||||||||
Region |
2016 |
2017 |
YoY |
YoY |
2016 |
2017 |
YoY |
YoY | |||||||||||||||||||||
Revenue |
|||||||||||||||||||||||||||||
Americas |
$ |
156,522 |
$ |
229,392 |
47 |
% |
46 |
% |
$ |
303,695 |
$ |
437,405 |
44 |
% |
42 |
% | |||||||||||||
EMEA |
153,899 |
191,682 |
25 |
% |
30 |
% |
313,305 |
380,774 |
22 |
% |
27 |
% | |||||||||||||||||
Asia-Pacific |
96,780 |
120,948 |
25 |
% |
27 |
% |
191,454 |
240,509 |
26 |
% |
26 |
% | |||||||||||||||||
Total |
407,201 |
542,022 |
33 |
% |
35 |
% |
808,454 |
1,058,688 |
31 |
% |
33 |
% | |||||||||||||||||
Traffic acquisition costs |
|||||||||||||||||||||||||||||
Americas |
(96,560) |
(145,289) |
50 |
% |
50 |
% |
(187,488) |
(274,156) |
46 |
% |
45 |
% | |||||||||||||||||
EMEA |
(86,820) |
(106,605) |
23 |
% |
28 |
% |
(178,006) |
(214,189) |
20 |
% |
26 |
% | |||||||||||||||||
Asia-Pacific |
(57,589) |
(70,306) |
22 |
% |
25 |
% |
(114,230) |
(140,548) |
23 |
% |
23 |
% | |||||||||||||||||
Total |
(240,969) |
(322,200) |
34 |
% |
36 |
% |
(479,724) |
(628,893) |
31 |
% |
33 |
% | |||||||||||||||||
Revenue ex-TAC (1) |
|||||||||||||||||||||||||||||
Americas |
59,962 |
84,103 |
40 |
% |
39 |
% |
116,207 |
163,249 |
40 |
% |
39 |
% | |||||||||||||||||
EMEA |
67,079 |
85,077 |
27 |
% |
32 |
% |
135,299 |
166,585 |
23 |
% |
28 |
% | |||||||||||||||||
Asia-Pacific |
39,191 |
50,642 |
29 |
% |
32 |
% |
77,224 |
99,961 |
29 |
% |
30 |
% | |||||||||||||||||
Total |
$ |
166,232 |
$ |
219,822 |
32 |
% |
34 |
% |
$ |
328,730 |
$ |
429,795 |
31 |
% |
32 |
% |
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region in this Form 8-K because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region. |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
Net income |
$ |
13,339 |
$ |
7,505 |
$ |
31,865 |
$ |
22,022 |
||||||||
Adjustments: |
||||||||||||||||
Financial (income) expense |
94 |
2,094 |
1,412 |
4,427 |
||||||||||||
Provision for income taxes |
4,450 |
3,665 |
12,394 |
7,866 |
||||||||||||
Equity awards compensation expense |
7,695 |
14,918 |
16,065 |
29,858 |
||||||||||||
Research and development |
2,179 |
4,461 |
4,581 |
8,377 |
||||||||||||
Sales and operations |
2,488 |
6,401 |
5,878 |
13,111 |
||||||||||||
General and administrative |
3,028 |
4,056 |
5,606 |
8,370 |
||||||||||||
Pension service costs |
131 |
299 |
260 |
589 |
||||||||||||
Research and development |
53 |
151 |
105 |
297 |
||||||||||||
Sales and operations |
35 |
60 |
69 |
119 |
||||||||||||
General and administrative |
43 |
88 |
86 |
173 |
||||||||||||
Depreciation and amortization expense |
13,300 |
22,306 |
25,817 |
42,473 |
||||||||||||
Cost of revenue |
9,220 |
13,003 |
17,439 |
24,094 |
||||||||||||
Research and development |
1,457 |
3,092 |
3,465 |
6,036 |
||||||||||||
Sales and operations |
2,019 |
4,925 |
3,791 |
9,886 |
||||||||||||
General and administrative |
604 |
1,286 |
1,122 |
2,457 |
||||||||||||
Acquisition-related costs |
148 |
— |
148 |
6 |
||||||||||||
General and administrative |
148 |
— |
148 |
6 |
||||||||||||
Acquisition-related deferred price consideration |
44 |
— |
85 |
— |
||||||||||||
Research and development |
44 |
— |
85 |
— |
||||||||||||
Restructuring |
— |
3,299 |
— |
3,299 |
||||||||||||
Cost of revenue |
— |
2,497 |
— |
2,497 |
||||||||||||
Sales and operations |
— |
690 |
— |
690 |
||||||||||||
General and administrative |
— |
112 |
— |
112 |
||||||||||||
Total net adjustments |
25,862 |
46,581 |
56,181 |
88,518 |
||||||||||||
Adjusted EBITDA(1) |
$ |
39,201 |
$ |
54,086 |
$ |
88,046 |
$ |
110,540 |
(1) We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income. |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
Research and Development expenses |
$ |
(30,235) |
$ |
(43,611) |
$ |
(57,396) |
$ |
(83,132) |
||||||||
Equity awards compensation expense |
2,179 |
4,461 |
4,581 |
8,377 |
||||||||||||
Depreciation and Amortization expense |
1,457 |
3,092 |
3,465 |
6,036 |
||||||||||||
Pension service costs |
53 |
151 |
105 |
297 |
||||||||||||
Acquisition-related deferred price consideration |
44 |
— |
85 |
— |
||||||||||||
Non GAAP - Research and Development expenses |
(26,502) |
(35,907) |
(49,160) |
(68,422) |
||||||||||||
Sales and Operations expenses |
(69,225) |
(97,900) |
(133,698) |
(188,631) |
||||||||||||
Equity awards compensation expense |
2,488 |
6,401 |
5,878 |
13,111 |
||||||||||||
Depreciation and Amortization expense |
2,019 |
4,925 |
3,791 |
9,886 |
||||||||||||
Pension service costs |
35 |
60 |
69 |
119 |
||||||||||||
Restructuring |
— |
690 |
— |
690 |
||||||||||||
Non GAAP - Sales and Operations expenses |
(64,683) |
(85,824) |
(123,960) |
(164,825) |
||||||||||||
General and Administrative expenses |
(28,610) |
(32,239) |
(53,347) |
(63,754) |
||||||||||||
Equity awards compensation expense |
3,028 |
4,056 |
5,606 |
8,370 |
||||||||||||
Depreciation and Amortization expense |
604 |
1,286 |
1,122 |
2,457 |
||||||||||||
Pension service costs |
43 |
88 |
86 |
173 |
||||||||||||
Acquisition-related costs |
148 |
— |
148 |
6 |
||||||||||||
Restructuring |
— |
112 |
— |
112 |
||||||||||||
Non GAAP - General and Operations expenses |
(24,787) |
(26,697) |
(46,385) |
(52,636) |
||||||||||||
Total Operating expenses |
(128,070) |
(173,750) |
(244,441) |
(335,517) |
||||||||||||
Equity awards compensation expense |
7,695 |
14,918 |
16,065 |
29,858 |
||||||||||||
Depreciation and Amortization expense |
4,080 |
9,303 |
8,378 |
18,379 |
||||||||||||
Pension service costs |
131 |
299 |
260 |
589 |
||||||||||||
Acquisition-related costs |
148 |
— |
148 |
6 |
||||||||||||
Acquisition-related deferred price consideration |
44 |
— |
85 |
— |
||||||||||||
Restructuring |
— |
802 |
— |
802 |
||||||||||||
Total Non GAAP Operating expenses (1) |
$ |
(115,972) |
$ |
(148,428) |
$ |
(219,505) |
$ |
(285,883) |
(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, restructuring costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community. |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
Equity awards compensation expense |
||||||||||||||||
Research and development |
$ |
2,179 |
$ |
4,461 |
$ |
4,581 |
$ |
8,377 |
||||||||
Sales and operations |
2,488 |
6,401 |
5,878 |
13,111 |
||||||||||||
General and administrative |
3,028 |
4,056 |
5,606 |
8,370 |
||||||||||||
Total equity awards compensation expense |
7,695 |
14,918 |
16,065 |
29,858 |
||||||||||||
Pension service costs |
||||||||||||||||
Research and development |
53 |
151 |
105 |
297 |
||||||||||||
Sales and operations |
35 |
60 |
69 |
119 |
||||||||||||
General and administrative |
43 |
88 |
86 |
173 |
||||||||||||
Total pension service costs |
131 |
299 |
260 |
589 |
||||||||||||
Depreciation and amortization expense |
||||||||||||||||
Cost of revenue |
9,220 |
13,003 |
17,439 |
24,094 |
||||||||||||
Research and development |
1,457 |
3,092 |
3,465 |
6,036 |
||||||||||||
Sales and operations |
2,019 |
4,925 |
3,791 |
9,886 |
||||||||||||
General and administrative |
604 |
1,286 |
1,122 |
2,457 |
||||||||||||
Total depreciation and amortization expense |
13,300 |
22,306 |
25,817 |
42,473 |
||||||||||||
Acquisition-related costs |
||||||||||||||||
General and administrative |
148 |
— |
148 |
6 |
||||||||||||
Total acquisition-related costs |
148 |
— |
148 |
6 |
||||||||||||
Acquisition-related deferred price consideration |
||||||||||||||||
Research and development |
44 |
— |
85 |
— |
||||||||||||
Total acquisition-related deferred price consideration |
44 |
— |
85 |
— |
||||||||||||
Restructuring |
||||||||||||||||
Cost of revenue |
— |
2,497 |
— |
2,497 |
||||||||||||
Sales and operations |
— |
690 |
— |
690 |
||||||||||||
General and administrative |
— |
112 |
— |
112 |
||||||||||||
Total restructuring |
$ |
— |
$ |
3,299 |
$ |
— |
$ |
3,299 |
CRITEO S.A. | ||||||||||||||||
Three Months Ended |
Six Months Ended | |||||||||||||||
June 30, |
June 30, | |||||||||||||||
2016 |
2017 |
2016 |
2017 | |||||||||||||
Net income |
$ |
13,339 |
$ |
7,505 |
$ |
31,865 |
$ |
22,022 |
||||||||
Adjustments: |
||||||||||||||||
Equity awards compensation expense |
7,695 |
14,918 |
16,065 |
29,858 |
||||||||||||
Amortization of acquisition-related intangible assets |
825 |
4,777 |
2,202 |
9,451 |
||||||||||||
Acquisition-related costs |
148 |
— |
148 |
6 |
||||||||||||
Acquisition-related deferred price consideration |
44 |
— |
85 |
— |
||||||||||||
Restructuring costs |
— |
3,299 |
— |
3,299 |
||||||||||||
Tax impact of the above adjustments |
(159) |
(4,255) |
(387) |
(7,571) |
||||||||||||
Total net adjustments |
8,553 |
18,739 |
18,113 |
35,043 |
||||||||||||
Adjusted net income(1) |
$ |
21,892 |
$ |
26,244 |
$ |
49,978 |
$ |
57,065 |
||||||||
Weighted average shares outstanding |
||||||||||||||||
- Basic |
63,246,785 |
65,027,985 |
62,928,221 |
64,611,237 |
||||||||||||
- Diluted |
65,625,097 |
68,131,274 |
65,232,938 |
67,709,789 |
||||||||||||
Adjusted net income per share |
||||||||||||||||
- Basic |
$ |
0.35 |
$ |
0.40 |
$ |
0.79 |
$ |
0.88 |
||||||||
- Diluted |
$ |
0.33 |
$ |
0.39 |
$ |
0.77 |
$ |
0.84 |
(1) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP-based financial results, including net income. |
CRITEO S.A. | ||||||||||||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||
June 30, |
June 30, |
|||||||||||||||||||||
2016 |
2017 |
YoY Change |
2016 |
2017 |
YoY Change | |||||||||||||||||
Revenue as reported |
$ |
407,201 |
$ |
542,022 |
33 |
% |
$ |
808,454 |
$ |
1,058,688 |
31 |
% | ||||||||||
Conversion impact U.S. dollar/other currencies |
8,882 |
12,614 |
||||||||||||||||||||
Revenue at constant currency(1) |
407,201 |
550,904 |
35 |
% |
808,454 |
1,071,302 |
33 |
% | ||||||||||||||
Traffic acquisition costs as reported |
(240,969) |
(322,200) |
34 |
% |
(479,724) |
(628,893) |
31 |
% | ||||||||||||||
Conversion impact U.S. dollar/other currencies |
(5,142) |
(7,373) |
||||||||||||||||||||
Traffic Acquisition Costs at constant currency(1) |
(240,969) |
(327,342) |
36 |
% |
(479,724) |
(636,266) |
33 |
% | ||||||||||||||
Revenue ex-TAC as reported(2) |
166,232 |
219,822 |
32 |
% |
328,730 |
429,795 |
31 |
% | ||||||||||||||
Conversion impact U.S. dollar/other currencies |
3,740 |
5,241 |
||||||||||||||||||||
Revenue ex-TAC at constant currency(2) |
166,232 |
223,562 |
34 |
% |
328,730 |
435,036 |
32 |
% | ||||||||||||||
Revenue ex-TAC(2)/Revenue as reported |
41 |
% |
41 |
% |
41 |
% |
41 |
% |
||||||||||||||
Other cost of revenue as reported |
(20,279) |
(32,808) |
62 |
% |
(38,618) |
(59,963) |
55 |
% | ||||||||||||||
Conversion impact U.S. dollar/other currencies |
(610) |
(827) |
||||||||||||||||||||
Other cost of revenue at constant currency(1) |
(20,279) |
(33,418) |
65 |
% |
(38,618) |
(60,790) |
57 |
% | ||||||||||||||
Adjusted EBITDA(3) |
39,201 |
54,086 |
38 |
% |
88,046 |
110,540 |
26 |
% | ||||||||||||||
Conversion impact U.S. dollar/other currencies |
1,435 |
2,603 |
||||||||||||||||||||
Adjusted EBITDA(3) at constant currency(1) |
$ |
39,201 |
$ |
55,521 |
42 |
% |
$ |
88,046 |
$ |
113,143 |
29 |
% |
(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis. |
(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by Region to Revenue by Region" for a reconciliation of Revenue Ex-TAC to revenue. |
(3) Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income. |
CRITEO S.A. | ||||||
Six Months Ended | ||||||
June 30, | ||||||
2016 |
2017 | |||||
Shares outstanding as at January 1, |
62,470,881 |
63,978,204 |
||||
Weighted average number of shares issued during the period |
457,340 |
633,033 |
||||
Basic number of shares - Basic EPS basis |
62,928,221 |
64,611,237 |
||||
Dilutive effect of share options, warrants, employee warrants - Treasury method |
2,304,717 |
3,098,552 |
||||
Diluted number of shares - Diluted EPS basis |
65,232,938 |
67,709,789 |
||||
Shares outstanding as of June 30, |
63,562,863 |
65,291,977 |
||||
Total dilutive effect of share options, warrants, employee warrants |
8,198,113 |
8,487,128 |
||||
Fully diluted shares as of June 30, |
71,760,976 |
73,779,105 |
CRITEO S.A. | |||||||||||
Q3 |
Q4 |
Q1 |
Q2 |
Q3 |
Q4 |
Q1 |
Q2 |
YoY |
QoQ |
||
Clients |
9,290 |
10,198 |
10,962 |
11,874 |
12,882 |
14,468 |
15,423 |
16,370 |
38% |
6% |
|
Revenue |
332,674 |
397,018 |
401,253 |
407,201 |
423,867 |
566,825 |
516,667 |
542,022 |
33% |
5% |
|
Americas |
124,024 |
170,133 |
147,174 |
156,522 |
160,739 |
266,438 |
208,013 |
229,392 |
47% |
10% |
|
EMEA |
137,185 |
144,905 |
159,405 |
153,899 |
157,921 |
189,298 |
189,092 |
191,682 |
25% |
1% |
|
APAC |
71,465 |
81,980 |
94,674 |
96,780 |
105,207 |
111,089 |
119,562 |
120,948 |
25% |
1% |
|
TAC |
(198,970) |
(237,056) |
(238,755) |
(240,969) |
(247,310) |
(341,877) |
(306,693) |
(322,200) |
34% |
5% |
|
Americas |
(75,684) |
(104,646) |
(90,929) |
(96,560) |
(97,239) |
(167,046) |
(128,867) |
(145,289) |
50% |
13% |
|
EMEA |
(79,710) |
(82,905) |
(91,185) |
(86,820) |
(87,092) |
(108,567) |
(107,583) |
(106,605) |
23% |
(1)% |
|
APAC |
(43,576) |
(49,505) |
(56,641) |
(57,589) |
(62,979) |
(66,264) |
(70,243) |
(70,306) |
22% |
—% |
|
Revenue ex-TAC |
133,704 |
159,962 |
162,498 |
166,232 |
176,557 |
224,948 |
209,974 |
219,822 |
32% |
5% |
|
Americas |
48,340 |
65,487 |
56,245 |
59,962 |
63,500 |
99,391 |
79,146 |
84,103 |
40% |
6% |
|
EMEA |
57,475 |
62,000 |
68,220 |
67,079 |
70,829 |
80,731 |
81,509 |
85,077 |
27% |
4% |
|
APAC |
27,889 |
32,475 |
38,033 |
39,191 |
42,228 |
44,826 |
49,319 |
50,642 |
29% |
3% |
|
Cash flow from operating activities |
17,500 |
66,706 |
18,907 |
19,274 |
43,631 |
71,658 |
44,238 |
60,491 |
214% |
37% |
|
Capital expenditures |
24,066 |
19,205 |
12,109 |
22,386 |
19,907 |
22,981 |
28,206 |
27,055 |
21% |
(4)% |
|
Net cash position |
314,644 |
353,537 |
386,110 |
377,407 |
407,158 |
270,318 |
303,813 |
308,185 |
(18)% |
1% |
|
Days Sales Outstanding (days - end of month)(1) |
56 |
57 |
56 |
53 |
56 |
57 |
|||||
(1) Due to the conversion from IFRS (euros) to U.S. GAAP (U.S. dollars), the Days Sales Outstanding for historic quarters has not been recalculated and is not available. |
SOURCE Criteo S.A.