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Criteo Reports Strong Results For The Third Quarter 2017 And Increases Adjusted EBITDA Margin Guidance For Fiscal Year 2017

NEW YORK, Nov. 1, 2017 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the leading commerce marketing technology company, today announced financial results for the third quarter ended September 30, 2017.

  • Revenue increased 33% (or 32% at constant currency1) to $564 million.
  • Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC,2 grew 33% (or 32% at constant currency) to $234 million, or 42% of revenue.
  • Adjusted EBITDA2 grew 48% (or 45% at constant currency) to $79 million, or 34% of Revenue ex-TAC.
  • Cash flow from operating activities increased 41% to $62 million.
  • Free Cash Flow2 increased 43% to $34 million.
  • Net Income increased 51% to $22 million.
  • Adjusted Net Income per diluted share2 increased 37% to $0.65.

"Criteo Commerce Marketing Ecosystem is seeing very positive acceptance from chief marketing officers worldwide," said Eric Eichmann, CEO. "Our open ecosystem approach brings large opportunities for us."

"Our solid Q3 results and increased profitability outlook for 2017 highlight the strengths of our business," said Benoit Fouilland, CFO. "We are confident in our position and growth prospects."

Operating Highlights

  • The growth in same-client Revenue ex-TAC3 remained strong with 14% at constant currency, the result of better technology and inventory access.
  • We added a total of 930 net clients, ending the quarter with over 17,000 commerce and brand clients, while maintaining a 90% client retention for the core product.
  • Criteo Identity Graph continued to grow in scale and efficiency, providing as good or better CRM onboarding rates than the largest Internet players.
  • Criteo Direct Bidder, our next generation header bidding technology, is now connected to 950 large publishers worldwide.
  • We recently introduced two new products in beta version to the Criteo Commerce Marketing Ecosystem with very promising results: Criteo Audience Match and Criteo Customer Acquisition.

Revenue and Revenue ex-TAC

Revenue grew 33%, or 32% at constant currency, to $564 million (Q3 2016: $424 million).

Revenue ex-TAC grew 33%, or 32% at constant currency, to $234 million (Q3 2016: $177 million). This increase was primarily driven by continued innovation across existing and new products, a broader and improved access to publisher inventory and new clients of various sizes across regions and products.

  • In the Americas, Revenue ex-TAC grew 36%, or 35% at constant currency, to $86 million and represented 37% of total Revenue ex-TAC.
  • In EMEA, Revenue ex-TAC grew 29%, or 24% at constant currency, to $92 million and represented 39% of total Revenue ex-TAC.
  • In Asia-Pacific, Revenue ex-TAC grew 33%, or 40% at constant currency, to $56 million and represented 24% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue was 42%, in line with expectations and the prior year.

Net Income and Adjusted Net Income

Net income increased 51% to $22 million (Q3 2016: $15 million). Net income available to shareholders of Criteo S.A. was $20 million, or $0.29 per share on a diluted basis (Q3 2016: $14 million, or $0.21 per share on a diluted basis). Net income in the period was impacted by the acquisition of HookLogic, which was completed in the fourth quarter 2016, including the one-time grant of equity awards in connection with the acquisition, the amortization of intangible assets identified as a result of the preliminary purchase price allocation, and increased financial expense related to the funding of 30% of the purchase price. Excluding non-cash accounting impacts from the HookLogic acquisition on equity awards compensation and amortization of intangible assets, net income increased 98% to $29 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 42% to $44 million, or $0.65 per share on a diluted basis (Q3 2016: $31 million, or $0.48 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA grew 48%, or 45% at constant currency, to $79 million (Q3 2016: $54 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 34% (Q3 2016: 30%).

Operating expenses increased 31% to $171 million (Q3 2016: $131 million). 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 26% to $140 million (Q3 2016: $111 million). This increase is primarily related to the year-over-year growth in headcount in Research and Development (37%), Sales and Operations (18%) and General and Administrative (21%), as we continued to grow the organization.

Cash Flow and Cash Position

Cash flow from operating activities increased 41% to $62 million (Q3 2016: $44 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 43% to $34 million (Q3 2016: $24 million).

Total cash and cash equivalents were $358 million as of September 30, 2017 (December 31, 2016: $270 million).

Business Outlook

Apples' Intelligent Tracking Prevention feature, or ITP, was released on mobile on September 19, 2017. We believe our solution for Safari users currently allows us to mitigate about half of the potential impact from ITP. In the third quarter, ITP had a minimal net negative impact on our Revenue ex-TAC of less than $1 million. Given our expectations of the roll out of Apple's iOS11 and our coverage of Safari users, we expect ITP to have a net negative impact on our Revenue ex-TAC in the fourth quarter of between 8% and 10% relative to our base case projections for the quarter. We will continue to improve and deploy our solution for Safari users over the coming quarters.

The following forward-looking statements reflect Criteo's expectations as of November 1, 2017.

Fourth Quarter 2017 Guidance:

  • We expect Revenue ex-TAC to be between $260 million and $263 million.
  • We expect Adjusted EBITDA to be between $106 million and $109 million.

Fiscal Year 2017 Guidance:

  • We are adjusting our guidance to reflect the impact from ITP in the fourth quarter and now expect Revenue ex-TAC growth for fiscal year 2017 to be between 26% and 27% at constant currency.
  • We are increasing our guidance for Adjusted EBITDA margin improvement for fiscal 2017 to between 100 basis points and 120 basis points.

The above guidance for the fourth quarter and fiscal year ending December 31, 2017, assumes the following exchange rates for the fourth quarter for the main currencies impacting our business: a U.S. dollar-euro rate of 0.855, a U.S. dollar-Japanese Yen rate of 115, a U.S. dollar-British pound rate of 0.76 and a U.S. dollar-Brazilian real rate of 3.25.

The above guidance assumes no acquisitions are completed during the fourth quarter and 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, November 1, 2017, 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 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. More than 2,700 Criteo team members partner with over 17,000 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.
3 Same-client Revenue ex-TAC is the 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.

Contacts
Criteo Investor Relations
Edouard Lassalle, VP, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com

Criteo Public Relations
Emma Ferns, Global PR director, e.ferns@criteo.com

Financial information to follow

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands) (unaudited)




December 31, 2016


September 30, 2017

Assets





Current assets:





Cash and cash equivalents


$

270,317



$

357,983


Trade receivables, net of allowances


397,244



373,922


Income taxes


2,741



5,295


Other taxes


52,942



46,095


Other current assets


19,340



26,945


Total current assets


742,584



810,240


Property, plant and equipment, net


108,581



134,885


Intangible assets, net


102,944



99,714


Goodwill


209,418



236,363


Non-current financial assets


17,029



19,350


Deferred tax assets


30,630



57,642


Total non-current assets


468,602



547,954


Total assets


$

1,211,186



$

1,358,194







Liabilities and shareholders' equity





Current liabilities:





Trade payables


$

365,788



$

350,690


Contingencies


654



1,553


Income taxes


14,454



16,341


Financial liabilities - current portion


7,969



7,943


Other taxes


44,831



42,713


Employee - related payables


55,874



59,661


Other current liabilities


30,221



26,802


Total current liabilities


519,791



505,703


Deferred tax liabilities


686



28,719


Retirement benefit obligation


3,221



3,690


Financial liabilities - non current portion


77,611



2,525


Other non-current liabilities




4,290


Total non-current liabilities


81,518



39,224


Total liabilities


601,309



544,927


Commitments and contingencies





Shareholders' equity:





Common shares, €0.025 par value, 63,978,204 and 65,551,174 shares authorized, issued and outstanding at December 31, 2016 and September 30, 2017, respectively.


2,093



2,137


Additional paid-in capital


488,277



568,171


Accumulated other comprehensive income (loss)


(88,593)



(21,386)


Retained earnings


198,355



247,821


Equity - attributable to shareholders of Criteo S.A.


600,132



796,743


Non-controlling interests


9,745



16,524


Total equity


609,877



813,267


Total equity and liabilities


$

1,211,186



$

1,358,194


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,





2016


2017


YoY Change


2016


2017


YoY Change














Revenue


$

423,867



$

563,973



33

%


$

1,232,321



$

1,622,661



32

%














Cost of revenue













Traffic acquisition cost


(247,310)



(329,576)



33

%


(727,034)



(958,469)



32

%

Other cost of revenue


(22,332)



(29,951)



34

%


(60,950)



(89,914)



48

%














Gross profit


154,225



204,446



33

%


444,337



574,278



29

%














Operating expenses:













Research and development expenses


(30,701)



(43,860)



43

%


(88,097)



(126,992)



44

%

Sales and operations expenses


(68,164)



(95,184)



40

%


(201,862)



(283,815)



41

%

General and administrative expenses


(32,492)



(32,389)



%


(85,839)



(96,143)



12

%

Total Operating expenses


(131,357)



(171,433)



31

%


(375,798)



(506,950)



35

%

Income from operations


22,868



33,013



44

%


68,539



67,328



(2)%


Financial income (expense)


(570)



(2,886)



406

%


(1,982)



(7,313)



269

%

Income before taxes


22,298



30,127



35

%


66,557



60,015



(10)%


Provision for income taxes


(7,574)



(7,858)



4

%


(19,968)



(15,724)



(21)%


Net Income


$

14,724



$

22,269



51

%


$

46,589



$

44,291



(5)%















Net income available to shareholders of Criteo S.A


$

13,539



$

19,774





$

42,869



$

38,185




Net income available to non-controlling interests


$

1,185



$

2,495





$

3,720



$

6,106

















Weighted average shares outstanding used in computing per share amounts:













Basic


63,628,351



65,412,326





63,163,922



64,881,751




Diluted


65,816,422



68,200,343





65,429,757



67,876,791

















Net income allocated to shareholders per share:













Basic


$

0.21



$

0.30





$

0.68



$

0.59




Diluted


$

0.21



$

0.29





$

0.66



$

0.56




CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands)

(unaudited)




Three Months Ended


Nine Months Ended



September 30,


September 30,



2016



2017



2016



2017











Net income


$

14,724



$

22,269



$

46,589



$

44,291


Non-cash and non-operating items


36,609



61,995



96,235



146,443


- Amortization and provisions


16,030



25,990



45,555



72,681


- Equity awards compensation expense (1)


13,965



22,028



30,030



51,887


- Interest accrued and non-cash financial income and expense


(960)



(25)



638



7


- Change in deferred taxes


(3,121)



(8,164)



(7,545)



(20,569)


- Income tax for the period


10,695



16,022



27,557



36,293


- Other




6,144





6,144


Changes in working capital related to operating activities


4,576



(12,372)



(22,860)



13,418


- (Increase)/decrease in trade receivables


(2,160)



(991)



(4,528)



35,220


- Increase/(decrease) in trade payables


11,218



(5,031)



(3,931)



(31,284)


- (Increase)/decrease in other current assets


(2,856)



4,001



(18,633)



6,581


- Increase/(decrease) in other current liabilities


(1,626)



(10,351)



4,232



2,901


Income taxes paid


(12,278)



(10,165)



(38,152)



(37,696)


CASH FROM OPERATING ACTIVITIES


43,631



61,727



81,812



166,456


Acquisition of intangible assets, property, plant and equipment


(15,792)



(20,999)



(54,970)



(74,275)


Change in accounts payable related to intangible assets, property, plant and equipment


(4,115)



(6,774)



570



(8,760)


Payments for acquired business, net of cash acquired




73



(5,074)



1,125


Change in other non-current financial assets


(377)



(157)



197



1,117


CASH USED FOR INVESTING ACTIVITIES


(20,284)



(27,857)



(59,277)



(80,793)


Issuance of long-term borrowings


739



2,220



3,798



3,674


Repayment of borrowings


32



(4,672)



(5,416)



(83,893)


Proceeds from capital increase


1,600



5,164



17,182



29,619


Change in other financial liabilities


(25)



15,082


2

(196)



15,346


CASH FROM (USED FOR) FINANCING ACTIVITIES


2,346



17,794



15,368



(35,254)











CHANGE IN NET CASH AND CASH EQUIVALENTS


25,693



51,664



37,903



50,409


Net cash and cash equivalents at beginning of period


377,407



308,185



353,537



270,317


Effect of exchange rates changes on cash and cash equivalents


4,058



(1,866)


2

15,718



37,257


Net cash and cash equivalents at end of period


$

407,158



$

357,983



$

407,158



$

357,983



(1) Of which $13.1 million and $21.4 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended September 30, 2016 and 2017, respectively, and $28.6 million and $50.7 million for the nine month period ended September 30, 2016 and 2017, respectively.


(2) During the three months ended September 30, 2017, the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the unaudited consolidated statements of cash flows. This resulted in a movement of $6.0 million from the line "Effect of exchange rates changes on cash and cash equivalents" to "Change in other financial liabilities" for the quarter ended September 30, 2017.

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,



2016



2017



2016



2017











CASH FROM OPERATING ACTIVITIES


$

43,631



$

61,727



$

81,812



$

166,456


Acquisition of intangible assets, property, plant and equipment


(15,792)



(20,999)



(54,970)



(74,275)


Change in accounts payable related to intangible assets, property, plant and equipment


(4,115)



(6,774)



570



(8,760)


FREE CASH FLOW (1)


$

23,724



$

33,954



$

27,412



$

83,421



(1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment.

CRITEO S.A.

Reconciliation of Revenue ex-TAC by Region to Revenue by Region

(U.S. dollars in thousands)

(unaudited)





Three Months Ended






Nine Months Ended








September 30,






September 30,






Region


2016


2017


YoY
Change


YoY
Change at
Constant
Currency


2016


2017


YoY
Change


YoY
Change at
Constant
Currency

Revenue


















Americas


$

160,739



$

228,326



42

%


41

%


$

464,435



$

665,731



43

%


42

%


EMEA


157,921



207,168



31

%


26

%


471,226



587,942



25

%


27

%


Asia-Pacific


105,207



128,479



22

%


29

%


296,660



368,988



24

%


27

%


Total


423,867



563,973



33

%


32

%


1,232,321



1,622,661



32

%


32

%



















Traffic acquisition costs


















Americas


(97,239)



(141,869)



46

%


45

%


(284,728)



(416,025)



46

%


45

%


EMEA


(87,092)



(115,446)



33

%


27

%


(265,097)



(329,635)



24

%


26

%


Asia-Pacific


(62,979)



(72,261)



15

%


21

%


(177,209)



(212,809)



20

%


23

%


Total


(247,310)



(329,576)



33

%


33

%


(727,034)



(958,469)



32

%


33

%



















Revenue ex-TAC (1)


















Americas


63,500



86,457



36

%


35

%


179,707



249,706



39

%


38

%


EMEA


70,829



91,722



29

%


24

%


206,129



258,307



25

%


27

%


Asia-Pacific


42,228



56,218



33

%


40

%


119,451



156,179



31

%


33

%


Total


$

176,557



$

234,397



33

%


32

%


$

505,287



$

664,192



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 because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region.

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands)

(unaudited)




Three Months Ended


Nine Months Ended



September 30,


September 30,



2016



2017



2016



2017


Net income


$

14,724



$

22,269



$

46,589



$

44,291


Adjustments:









Financial (income) expense


570



2,886



1,982



7,313


Provision for income taxes


7,574



7,858



19,968



15,724


Equity awards compensation expense


13,965



22,028



30,030



51,887


Research and development


4,667



6,361



9,248



14,738


Sales and operations


5,143



9,897



11,021



23,009


General and administrative


4,155



5,770



9,761



14,140


Pension service costs


132



320



392



910


Research and development


55



161



160



459


Sales and operations


38



65



107



184


General and administrative


39



94



125



267


Depreciation and amortization expense


14,771



23,755



40,588



66,232


Cost of revenue


10,406



14,320



27,846



38,419


Research and development


1,640



2,822



5,105



8,857


Sales and operations


1,813



5,102



5,604



14,988


General and administrative


912



1,511



2,033



3,968


Acquisition-related costs


1,793





1,941




General and administrative


1,793





1,941




Acquisition-related deferred price consideration


3





88




Research and development


3





88




Restructuring








3,299


Cost of revenue








2,497


Sales and operations








690


General and administrative








112


Total net adjustments


38,808



56,847



94,989



145,365


Adjusted EBITDA(1)


$

53,532



$

79,116



$

141,578



$

189,656



(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.

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,



2016



2017



2016



2017











Research and Development expenses


$

(30,701)



$

(43,860)



$

(88,097)



$

(126,992)


Equity awards compensation expense


4,667



6,361



9,248



14,738


Depreciation and Amortization expense


1,640



2,822



5,105



8,857


Pension service costs


55



161



160



459


Acquisition-related deferred price consideration


3





88




Non GAAP - Research and Development expenses


(24,336)



(34,516)



(73,496)



(102,938)


Sales and Operations expenses


(68,164)



(95,184)



(201,862)



(283,815)


Equity awards compensation expense


5,143



9,897



11,021



23,009


Depreciation and Amortization expense


1,813



5,102



5,604



14,988


Pension service costs


38



65



107



184


Restructuring








690


Non GAAP - Sales and Operations expenses


(61,170)



(80,120)



(185,130)



(244,944)


General and Administrative expenses


(32,492)



(32,389)



(85,839)



(96,143)


Equity awards compensation expense


4,155



5,770



9,761



14,140


Depreciation and Amortization expense


912



1,511



2,033



3,968


Pension service costs


39



94



125



267


Acquisition related costs


1,793





1,941




Restructuring








112


Non GAAP - General and Administrative expenses


(25,593)



(25,014)



(71,979)



(77,656)


Total Operating expenses


(131,357)



(171,433)



(375,798)



(506,950)


Equity awards compensation expense


13,965



22,028



30,030



51,887


Depreciation and Amortization expense


4,365



9,435



12,742



27,813


Pension service costs


132



320



392



910


Acquisition-related costs


1,793





1,941




Acquisition-related deferred price consideration


3





88




Restructuring








802


Total Non GAAP Operating expenses (1)


$

(111,099)



$

(139,650)



$

(330,605)



$

(425,538)



(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.

Detailed Information on Selected Items

(U.S. dollars in thousands)

(unaudited)




Three Months Ended


Nine Months Ended



September 30,


September 30,



2016



2017



2016



2017


Equity awards compensation expense









Research and development


$

4,667



$

6,361



$

9,248



$

14,738


Sales and operations


5,143



9,897



11,021



23,009


General and administrative


4,155



5,770



9,761



14,140


Total equity awards compensation expense


13,965



22,028



30,030



51,887











Pension service costs









Research and development


55



161



160



459


Sales and operations


38



65



107



184


General and administrative


39



94



125



267


Total pension service costs


132



320



392



910











Depreciation and amortization expense









Cost of revenue


10,406



14,320



27,846



38,419


Research and development


1,640



2,822



5,105



8,857


Sales and operations


1,813



5,102



5,604



14,988


General and administrative


912



1,511



2,033



3,968


Total depreciation and amortization expense


14,771



23,755



40,588



66,232











Acquisition-related costs









General and administrative


1,793





1,941




Total acquisition-related costs


1,793





1,941













Acquisition-related deferred price consideration









Research and development


3





88




Total acquisition-related deferred price consideration


3





88













Restructuring









Cost of revenue








2,497


Sales and operations








690


General and administrative








112


Total restructuring


$



$



$



$

3,299


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,



2016



2017



2016



2017











Net income


$

14,724



$

22,269



$

46,589



$

44,291


Adjustments:









Equity awards compensation expense


13,965



22,028



30,030



51,887


Amortization of acquisition-related intangible assets


943



4,428



3,145



13,879


Acquisition-related costs


1,793





1,941




Acquisition-related deferred price consideration


3





88




Restructuring costs








3,299


Tax impact of the above adjustments


(129)



(4,309)



(516)



(11,880)


Total net adjustments


16,575



22,147



34,688



57,185


Adjusted net income(1)


$

31,299



$

44,416



$

81,277



$

101,476











Weighted average shares outstanding









- Basic


63,628,351



65,412,326



63,163,922



64,881,751


- Diluted


65,816,422



68,200,343



65,429,757



67,876,791











Adjusted net income per share









- Basic


$

0.49



$

0.68



$

1.29



$

1.56


- Diluted


$

0.48



$

0.65



$

1.24



$

1.50



(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.

Constant Currency Reconciliation

(U.S. dollars in thousands)

(unaudited)




Three Months Ended




Nine Months Ended





September 30,




September 30,





2016


2017


YoY Change


2016


2017


YoY Change














Revenue as reported


$

423,867



$

563,973



33

%


$

1,232,321



$

1,622,661



32

%

Conversion impact U.S. dollar/other currencies




(2,509)







10,107




Revenue at constant currency(1)


423,867



561,464



32

%


1,232,321



1,632,768



32

%














Traffic acquisition costs as reported


(247,310)



(329,576)



33

%


(727,034)



(958,469)



32

%

Conversion impact U.S. dollar/other currencies




1,299







(6,074)




Traffic Acquisition Costs at constant currency(1)


(247,310)



(328,277)



33

%


(727,034)



(964,543)



33

%














Revenue ex-TAC as reported(2)


176,557



234,397



33

%


505,287



664,192



31

%

Conversion impact U.S. dollar/other currencies




(1,210)







4,033




Revenue ex-TAC at constant currency(2)


176,557



233,187



32

%


505,287



668,225



32

%

Revenue ex-TAC(2)/Revenue as reported


42

%


42

%




41

%


41

%
















Other cost of revenue as reported


(22,332)



(29,951)



34

%


(60,950)



(89,914)



48

%

Conversion impact U.S. dollar/other currencies




(146)







(973)




Other cost of revenue at constant currency(1)


(22,332)



(30,097)



35

%


(60,950)



(90,887)



49

%














Adjusted EBITDA(3)


53,532



79,116



48

%


141,578



189,656



34

%

Conversion impact U.S. dollar/other currencies




(1,414)







1,189




Adjusted EBITDA(3) at constant currency(1)


$

53,532



$

77,702



45

%


$

141,578



$

190,845



35

%


(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.


(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by Region to Revenue by Region" for a reconciliation of Revenue Ex-TAC to revenue.


(3) Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income.

CRITEO S.A.

Information on Share Count

(unaudited)




Nine Months Ended



September 30,



2016



2017


Shares outstanding as at January 1,


62,470,881



63,978,204


Weighted average number of shares issued during the period


693,041



903,547


Basic number of shares - Basic EPS basis


63,163,922



64,881,751


Dilutive effect of share options, warrants, employee warrants - Treasury method


2,265,835



2,995,040


Diluted number of shares - Diluted EPS basis


65,429,757



67,876,791







Shares outstanding as of September 30,


63,760,491



65,551,174


Total dilutive effect of share options, warrants, employee warrants


8,165,801



8,194,498


Fully diluted shares as of September 30,


71,926,292



73,745,672


CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated)

(unaudited)



Q4
2015

Q1
2016

Q2
2016

Q3
2016

Q4
2016

Q1
2017

Q2
2017

Q3
2017

YoY
Change

QoQ
Change














Clients

10,198

10,962

11,874

12,882

14,468

15,423

16,370

17,299

34%

6%














Revenue

397,018

401,253

407,201

423,867

566,825

516,667

542,022

563,973

33%

4%


Americas

170,133

147,174

156,522

160,739

266,438

208,013

229,392

228,326

42%

—%


EMEA

144,905

159,405

153,899

157,921

189,298

189,092

191,682

207,168

31%

8%


APAC

81,980

94,674

96,780

105,207

111,089

119,562

120,948

128,479

22%

6%














TAC

(237,056)

(238,755)

(240,969)

(247,310)

(341,877)

(306,693)

(322,200)

(329,576)

33%

2%


Americas

(104,646)

(90,929)

(96,560)

(97,239)

(167,046)

(128,867)

(145,289)

(141,869)

46%

(2)%


EMEA

(82,905)

(91,185)

(86,820)

(87,092)

(108,567)

(107,583)

(106,605)

(115,446)

33%

8%


APAC

(49,505)

(56,641)

(57,589)

(62,979)

(66,264)

(70,243)

(70,306)

(72,261)

15%

3%














Revenue ex-
TAC

159,962

162,498

166,232

176,557

224,948

209,974

219,822

234,397

33%

7%


Americas

65,487

56,245

59,962

63,500

99,391

79,146

84,103

86,457

36%

3%


EMEA

62,000

68,220

67,079

70,829

80,731

81,509

85,077

91,722

29%

8%


APAC

32,475

38,033

39,191

42,228

44,826

49,319

50,642

56,218

33%

11%














Cash flow
from
operating
activities

66,706

18,907

19,274

43,631

71,658

44,238

60,491

61,727

41%

2%














Capital
expenditures

19,205

12,109

22,386

19,907

22,981

28,206

27,055

27,773

40%

3%














Net cash
position

353,537

386,110

377,407

407,158

270,318

303,813

308,185

357,983

(12)%

16%














Days Sales
Outstanding
(days - end
of month)(1)


56

57

56

53

56

57

56






(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.

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SOURCE Criteo S.A.