EX-99.1 2 exhibit991q42016earnings.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
logoq1a03.jpg

CRITEO REPORTS STRONG RESULTS
FOR THE FOURTH QUARTER AND FISCAL YEAR 2016

NEW YORK - February 22, 2017 - Criteo S.A. (NASDAQ: CRTO), the performance marketing technology company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2016.

Q4 revenue increased 43%, or 43% at constant currency,1 to $567 million.
Fiscal year revenue increased 36%, or 36% at constant currency, to $1,799 million.

Q4 revenue excluding traffic acquisition costs, or Revenue ex-TAC,2 grew 41%, or 41% at constant currency, to $225 million. Excluding Criteo Sponsored Products, formerly HookLogic,3 Q4 Revenue ex-TAC grew 33%, or 33% at constant currency, to $213 million, or 41% of revenue.
Fiscal year Revenue ex-TAC grew 37%, or 37% at constant currency, to $730 million. Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or 34% at constant currency, to $718 million, or 41% of revenue.

Q4 net income increased 5% to $41 million, or 7% of revenue and 18% of Revenue ex-TAC.
Fiscal year net income increased 40% to $87 million, or 5% of revenue and 12% of Revenue ex-TAC.

Q4 Adjusted EBITDA3 increased 55% to $83 million. Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA increased 46% to $78 million, or 15% of revenue and 37% of Revenue ex-TAC.
Fiscal year Adjusted EBITDA increased 57% to $225 million. Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA increased 53% to $219 million, or 13% of revenue and 31% of Revenue ex-TAC.

Q4 Adjusted Net Income per diluted share3 grew 16% to $0.84.
Fiscal year Adjusted Net Income per diluted share grew 51% to $2.08.

Q4 cash flow from operating activities excluding Criteo Sponsored Products increased 15% to $77 million.
Fiscal year cash flow from operating activities excluding Criteo Sponsored Products increased 16% to $159 million.

Q4 Free Cash Flow3 excluding Criteo Sponsored Products increased 15% to $55 million.
Fiscal year Free Cash Flow excluding Criteo Sponsored Products increased 31% to $82 million.

"We made great progress in 2016," said Eric Eichmann, CEO. "We bolstered our performance marketing platform for commerce and brands and opened exciting new avenues of growth."

"We continued to deliver rapid growth, expanding profitability and strong cash flow," said Benoit Fouilland, CFO. "This attractive combination demonstrates the unique attributes of our model."


___________________________________________________ 
1 Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2015 average exchange rates for the relevant period to 2016 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 Excluding the contribution of Criteo Sponsored Products (formerly HookLogic) for the period from November 9, 2016 until December 31, 2016.

1



Operating Highlights

We added close to 1,600 net clients in Q4 including Criteo Sponsored products, surpassing 14,400 clients.
Revenue ex-TAC from existing clients, live in Q4 2015 and still live in Q4 2016, grew 20% at constant currency, demonstrating our ability to drive revenue expansion within our customer base.
Close to 63% of our Revenue ex-TAC in Q4 excluding Criteo Sponsored Products was generated on mobile ads.
Users matched through our Universal Match technology generated 60% of Revenue ex-TAC, reflecting the growing adoption of our solution and the high value of matched users for advertisers.
On October 25, 2016, we launched Criteo Predictive Search, a groundbreaking product that brings our proven performance-based approach to the large and fast-growing Google Shopping market.


Acquisition of HookLogic

On November 9, 2016, Criteo completed the acquisition of HookLogic, Inc., a New York-based company connecting many of the world's largest ecommerce retailers with consumer brand manufacturers. The acquisition of HookLogic expands Criteo's business to brand manufacturers and strengthens our performance marketing platform for commerce and brands. We now offer HookLogic's products under the "Criteo Sponsored Products" name.


Revenue and Revenue ex-TAC

Q4 revenue grew 43%, or 43% at constant currency, to $567 million (Q4 2015: $397 million). Excluding Criteo Sponsored Products, Q4 revenue increased 31%, or 31% at constant currency, to $522 million.

Fiscal year revenue grew 36%, or 36% at constant currency, to $1,799 million (2015: $1,323 million). Excluding Criteo Sponsored Products, fiscal year revenue increased 33%, or 32% at constant currency, to $1,754 million.

Q4 Revenue ex-TAC grew 41%, or 41% at constant currency, to $225 million (Q4 2015: $160 million). Excluding Criteo Sponsored Products, Q4 Revenue ex-TAC grew 33%, or 33% at constant currency, to $213 million. This increase was primarily driven by continued innovation in technology and products, a record addition of new clients and a broader access to publisher inventory.

Fiscal year Revenue ex-TAC grew 37%, or 37% at constant currency, to $730 million (2015: $534 million). Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or 34% at constant currency, to $718 million.

In the Americas region, Q4 Revenue ex-TAC grew by 52%, or 50% at constant currency, to $99 million (Q4 2015: $65 million) and represented 44% of total Revenue ex-TAC.
Americas Revenue ex-TAC for fiscal year 2016 grew by 42%, or 42% at constant currency, to $279 million (2015: $197 million) and represented 38% of total Revenue ex-TAC.
In the EMEA region, Q4 Revenue ex-TAC grew by 30%, or 36% at constant currency, to $81 million (Q4 2015: $62 million) and represented 36% of total Revenue ex-TAC.
EMEA Revenue ex-TAC for fiscal year 2016 increased by 26%, or 30% at constant currency, to $287 million (2015: $227 million) and represented 39% of total Revenue ex-TAC.
In the Asia-Pacific region, Q4 Revenue ex-TAC grew by 38%, or 29% at constant currency, to $45 million (Q4 2015: $32 million) and represented 20% of total Revenue ex-TAC.
Asia-Pacific Revenue ex-TAC for fiscal year 2016 grew by 50%, or 40% at constant currency, to $164 million (2015: $110 million) and represented 22% of total Revenue ex-TAC.


2



Q4 Revenue ex-TAC margin as a percentage of revenue was 40%, in line with expectations. Excluding Criteo Sponsored Products, Q4 Revenue ex-TAC margin as a percentage of revenue was 41%, in line with prior quarters.

Fiscal year Revenue ex-TAC margin as a percentage of revenue was 41%, in line with prior years. Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC margin as a percentage of revenue was 41%.


Net Income and Adjusted Net Income

Q4 net income increased 5% to $41 million (Q4 2015: $39 million). Q4 net income available to shareholders of Criteo S.A. increased 4% to $39 million, or $0.60 per share on a diluted basis (Q4 2015: $38 million, or $0.58 per share on a diluted basis). Excluding Criteo Sponsored Products, Q4 net income decreased 2% to $38 million.

Fiscal year net income increased 40% to $87 million (2015: $62 million). Fiscal year net income available to shareholders of Criteo S.A. increased 38% to $82 million, or $1.25 per share on a diluted basis (2015: $60 million, or $0.91 per share on a diluted basis). Excluding Criteo Sponsored Products, fiscal year net income increased 36% to $85 million.

Q4 Adjusted Net Income, defined as 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 and the tax impact of these adjustments, grew 18% to $55 million, or $0.84 per share on a diluted basis (Q4 2015: $47 million, or $0.72 per share on a diluted basis).

Fiscal year Adjusted Net Income increased 52% to $137 million, or $2.08 per share on a diluted basis (2015: $90 million, or $1.38 per share on a diluted basis).


Adjusted EBITDA and Operating Expenses

Q4 Adjusted EBITDA increased 55%, or 55% at constant currency, to $83 million (Q4 2015: $53 million). Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA increased 46%, or 45% at constant currency, to $78 million. This increase in Adjusted EBITDA is primarily the result of the strong Revenue ex-TAC performance across all regions in the quarter.

Fiscal year Adjusted EBITDA increased 57%, or 55% at constant currency, to $225 million (2015: $143 million). Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA increased 53%, or 52% at constant currency to $219 million.

Q4 Adjusted EBITDA margin as a percentage of revenue improved 120 basis points to 15% (Q4 2015: 13%) and 350 basis points as a percentage of Revenue ex-TAC to 37% (Q4 2015: 33%). Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA margin as a percentage of revenue improved 150 basis points to 15% and 320 basis points as a percentage of Revenue ex-TAC to 37%.

Fiscal year Adjusted EBITDA margin as a percentage of revenue improved 160 basis points to 12% (2015: 11%) and 390 basis points as a percentage of Revenue ex-TAC to 31% (2015: 27%).
Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA margin as a percentage of revenue improved 170 basis points to 13% and 370 basis points to 31% as a percentage of Revenue ex-TAC.

Q4 operating expenses increased by 37% to $148 million (Q4 2015: $108 million). Excluding Criteo Sponsored Products, Q4 operating expenses increased by 29% to $139 million.


3



Q4 operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased by 32% to $128 million (Q4 2015: $97 million). This increase is primarily related to year-over-year headcount growth, including CSP, in Research & Development (51%), Sales & Operations (32%) and General & Administration (29%) to further expand our organization. Excluding Criteo Sponsored Products, Q4 Non-GAAP Operating Expenses increased by 25% to $122 million.

Excluding Criteo Sponsored Products, Q4 Non-GAAP Operating Expenses as a percentage of revenue decreased by over 110 basis points to 23% (2015: 25%) and by 350 basis points to 57% as a percentage of Revenue ex-TAC (2015: 61%).

Fiscal year operating expenses increased by 32% to $524 million (2015: $395 million). Excluding Criteo Sponsored Products, fiscal year operating expenses increased by 30% to $515 million.

Fiscal year Non-GAAP Operating Expenses increased 28% to $459 million (2015: $358 million). Excluding Criteo Sponsored Products, fiscal year Non-GAAP Operating Expenses increased by 26% to $452 million

Excluding Criteo Sponsored Products, fiscal year Non-GAAP Operating Expenses as a percentage of revenue decreased by 130 basis points to 26% (2015: 27%) and by 410 basis points to 63% as a percentage of Revenue ex-TAC (2015: 67%).


Cash Flow and Cash Position

Q4 cash flow from operating activities increased 7% to $72 million (Q4 2015: $67 million). Excluding Criteo Sponsored Products, Q4 cash flow from operating activities increased 15% to $77 million.

Fiscal year cash flow from operating activities increased 12% to $153 million (2015: $137 million). Excluding Criteo Sponsored Products, fiscal year cash flow from operating activities increased 16% to $159 million.

Q4 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 2% to $49 million (Q4 2015: $48 million). Excluding Criteo Sponsored Products, Q4 Free Cash Flow grew 15% to $55 million.

Fiscal year Free Cash Flow increased 21% to $76 million (2015: $63 million). Excluding Criteo Sponsored Products, fiscal year Free Cash Flow increased 31% to $82 million.

Total cash and cash equivalents were $270 million as of December 31, 2016 (2015: $354 million).



4



Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of February 22, 2017.

First Quarter 2017 Guidance:
We expect Revenue ex-TAC to be between $200 million and $205 million. At the foreign exchange rates provided in connection with our Q4 2016 guidance, this would equate to Revenue ex-TAC between $208 million and $213 million.
We expect Adjusted EBITDA to be between $47 million and $52 million. At the foreign exchange rates provided in connection with our Q4 2016 guidance this would equate to Adjusted EBITDA between $51 million and $56 million.

Fiscal Year 2017 Guidance:
We expect Revenue ex-TAC growth to be between 27% and 31% at constant currency.
We expect Adjusted EBITDA margin as a percentage of Revenue ex-TAC to increase between 0 basis point and 50 basis points.

The above guidance for the first quarter ending March 31, 2017 and the fiscal year ending December 31, 2017 assumes the following exchange rates for the main currencies having an impact on our business: a U.S. dollar-euro rate of 0.94, a U.S. dollar-Japanese yen rate of 116, a U.S. dollar-British pound rate of 0.81 and a U.S. dollar-Brazilian real rate of 3.25.

The above guidance assumes no acquisitions are completed during 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.



5



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, 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, service costs (pension), 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, 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, 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, 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.

6



We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to Revenue, Revenue ex-TAC by Region to Revenue by Region, Adjusted EBITDA to Net Income, Adjusted Net Income to Net Income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to Operating Expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.


Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 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, the impact of competition, uncertainty regarding international growth and expansion, 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 February 29, 2016, 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.



7



Conference Call Information

Criteo’s earnings conference call will take place today, February 22, 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) delivers personalized performance marketing at an extensive scale. Measuring return on post-click sales, Criteo makes ROI transparent and easy to measure. Criteo has over 2,500 employees in more than 30 offices across the Americas, EMEA and Asia-Pacific, serving over 14,000 advertisers worldwide and with direct relationships with thousands of publishers.

For more information, please visit www.criteo.com.



Contacts

Criteo Investor Relations
Edouard Lassalle, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, Sr. Manager IR, f.edelmann@criteo.com

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


Financial information to follow

8



CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands)
(unaudited)
 
 
 
December 31,

 
December 31,

 
 
 
2015

 
2016

Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
    Cash and cash equivalents
 
 
$
353,537

 
$
270,317

    Trade receivables, net of allowances
 
 
261,581

 
397,244

    Income taxes
 
 
2,714

 
2,741

    Other taxes
 
 
29,552

 
52,942

    Other current assets
 
 
16,030

 
19,340

    Total current assets
 
 
663,414

 
742,584

Property, plant and equipment, net
 
 
82,482

 
108,581

Intangible assets, net
 
 
16,470

 
102,944

Goodwill
 
 
41,973

 
209,418

Non-current financial assets
 
 
17,184

 
17,029

Deferred tax assets
 
 
20,196

 
30,630

    Total non-current assets
 
 
178,305

 
468,602

Total assets
 
 
$
841,719

 
$
1,211,186

Liabilities and shareholders' equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
    Trade payables
 
 
$
246,382

 
$
365,788

    Contingencies
 
 
668

 
654

    Income taxes
 
 
15,365

 
14,454

    Financial liabilities - current portion
 
 
7,156

 
7,969

    Other taxes
 
 
30,463

 
44,831

    Employee - related payables
 
 
42,275

 
55,874

    Other current liabilities
 
 
15,531

 
30,221

    Total current liabilities
 
 
357,840

 
519,791

Deferred tax liabilities
 
 
139

 
686

Retirement benefit obligation
 
 
1,445

 
3,221

Financial liabilities - non current portion
 
 
3,272

 
77,611

    Total non-current liabilities
 
 
4,856

 
81,518

Total liabilities
 
 
362,696

 
601,309

Commitments and contingencies
 
 
 
 
 
Shareholders' equity:
 
 
 
 
 
Common shares, €0.025 per value, 62,470,881 and 63,978,204 shares authorized, issued and outstanding at December 31, 2015 and December 31, 2016, respectively.
 
 
2,052

 
2,093

Additional paid-in capital
 
 
425,220

 
488,277

Accumulated other comprehensive (loss)
 
 
(69,023
)
 
(88,593
)
Retained earnings
 
 
116,076

 
198,355

Equity - attributable to shareholders of Criteo S.A.
 
 
474,325

 
600,132

Non-controlling interests
 
 
4,698

 
9,745

Total equity
 
 
479,023

 
609,877

Total equity and liabilities
 
 
$
841,719

 
$
1,211,186


9



CRITEO S.A.
Consolidated Statement of Income
(U.S. dollars in thousands, except share and per share data)
(unaudited)

 
 
Three Months Ended
 
 
 
Twelve Months Ended
 
 
 
 
December 31,
 
 
 
December 31,
 
 
 
 
2015

 
2016

 
YoY Change

 
2015

 
2016

 
YoY Change

Revenue
 
$
397,018

 
$
566,825

 
43
 %
 
$
1,323,169

 
$
1,799,146

 
36
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
 
 
 
 
 
 
 
 
 
 
 
 
Traffic acquisition cost
 
(237,056
)
 
(341,877
)
 
44
 %
 
(789,152
)
 
(1,068,911
)
 
35
 %
Other cost of revenue
 
(17,782
)
 
(24,309
)
 
37
 %
 
(62,201
)
 
(85,260
)
 
37
 %
 
 

 

 

 

 

 

Gross profit
 
142,180

 
200,639

 
41
 %
 
471,816

 
644,975

 
37
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Research and development expenses
 
(26,665
)
 
(35,552
)
 
33
 %
 
(86,807
)
 
(123,649
)
 
42
 %
Sales and operations expenses
 
(60,410
)
 
(80,991
)
 
34
 %
 
(229,530
)
 
(282,853
)
 
23
 %
General and administrative expenses
 
(21,280
)
 
(31,630
)
 
49
 %
 
(79,145
)
 
(117,469
)
 
48
 %
Total Operating expenses
 
(108,355
)
 
(148,173
)
 
37
 %
 
(395,482
)
 
(523,971
)
 
32
 %
Income from operations
 
33,825

 
52,466

 
55
 %
 
76,334

 
121,004

 
59
 %
Financial income (expense)
 
735

 
1,435

 
95
 %
 
(4,541
)
 
(546
)
 
(88
)%
Income before taxes
 
34,560

 
53,901

 
56
 %
 
71,793

 
120,458

 
68
 %
Provision for income taxes
 
4,378

 
(13,161
)
 
(401
)%
 
(9,517
)
 
(33,129
)
 
248
 %
Net Income
 
$
38,938

 
$
40,740

 
5
 %
 
$
62,276

 
$
87,329

 
40
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income available to shareholders of Criteo S.A.
 
$
37,936

 
$
39,403

 

 
$
59,553

 
$
82,272

 

Net income available to non-controlling interests
 
$
1,002

 
$
1,337

 

 
$
2,723

 
$
5,057

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding used in computing per share amounts:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
62,348,620

 
63,760,491

 

 
61,835,499

 
63,337,792

 
 
Diluted
 
65,092,423

 
66,145,704

 

 
65,096,486

 
65,633,470

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income allocated to shareholders of Criteo S.A. per share:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
0.61

 
0.62

 

 
0.96

 
1.30

 
 
Diluted
 
0.58

 
0.60

 

 
0.91

 
1.25

 
 


10



CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands)
(unaudited)
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2015

 
2016

 
2015

 
2016

Net income
 
$
38,938

 
$
40,740

 
$
62,276

 
$
87,329

Adjustments to reconcile to cash from operating activities
 
15,764

 
42,888

 
78,448

 
139,123

                 - Amortization and provisions
 
14,648

 
17,178

 
47,085

 
62,733

                 - Equity awards compensation expense (1)
 
7,748

 
13,229

 
23,989

 
43,259

                 - Net gain or loss on disposal of non-current assets
 
(2,212
)
 
(82
)
 
(2,127
)
 
(81
)
                 - Interest accrued
 
(3
)
 
(606
)
 
6

 
2

                 - Non-cash financial income and expenses
 
5

 
8

 
22

 
37

                 - Change in deferred taxes
 
(12,599
)
 
(2,478
)
 
(15,748
)
 
(10,023
)
                 - Income tax for the period
 
8,177

 
15,639

 
25,221

 
43,196

Changes in working capital requirement
 
17,572

 
(6,600
)
 
15,231

 
(29,460
)
                 - (Increase)/decrease in trade receivables
 
(55,986
)
 
(113,442
)
 
(83,420
)
 
(117,970
)
                 - Increase/(decrease) in trade payables
 
60,529

 
85,793

 
100,047

 
81,862

                 - (Increase)/decrease in other current assets
 
563

 
(9,799
)
 
(24,101
)
 
(28,432
)
                 - Increase/(decrease) in other current liabilities
 
12,466

 
30,848

 
22,705

 
35,080

Income taxes paid
 
(5,568
)
 
(5,370
)
 
(18,805
)
 
(43,522
)
CASH FROM OPERATING ACTIVITIES
 
66,706

 
71,658

 
137,150

 
153,470

Acquisition of intangible assets, property, plant and equipment
 
(12,936
)
 
(30,163
)
 
(75,607
)
 
(85,133
)
Change in accounts payable related to intangible assets, property, plant and equipment
 
(6,269
)
 
7,182

 
1,128

 
7,752

Payments for acquired business, net of cash acquired
 
10

 
(230,467
)
 
(20,542
)
 
(235,541
)
Change in other non-current financial assets
 
(320
)
 
(38
)
 
(6,612
)
 
159

CASH USED FOR INVESTING ACTIVITIES
 
(19,515
)
 
(253,486
)
 
(101,633
)
 
(312,763
)
Issuance of long-term borrowings
 
788

 
80,224

 
4,023

 
84,022

Repayment of borrowings
 
(2,797
)
 
(7,889
)
 
(8,980
)
 
(13,305
)
Proceeds from capital increase
 
3,758

 
2,893

 
13,768

 
20,075

Change in other financial liabilities
 

 
(26
)
 
(1,000
)
 
(222
)
CASH FROM FINANCING ACTIVITIES
 
1,749

 
75,202

 
7,811

 
90,570

 
 

 

 

 

CHANGE IN NET CASH AND CASH EQUIVALENTS
 
48,940

 
(106,626
)
 
43,328

 
(68,723
)
Net cash and cash equivalents at beginning of period
 
314,644

 
407,158

 
351,827

 
353,537

Effect of exchange rates changes on cash and cash equivalents
 
(10,047
)
 
(30,215
)
 
(41,618
)
 
(14,497
)
Net cash and cash equivalents at end of period
 
$
353,537

 
$
270,317

 
$
353,537

 
$
270,317


(1) $12.9 million and $41.6 million of equity awards compensation expense consisted of share-based compensation expense according to
ASC 718 - Compensation - stock compensation for the quarter ended and year to date December 31, 2016, respectively.

11



CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands)
(unaudited)


 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2015

 
2016

 
2015

 
2016

CASH FROM OPERATING ACTIVITIES
 
66,706

 
71,658

 
137,150

 
153,470

Acquisition of intangible assets, property, plant and equipment
 
(12,936
)
 
(30,163
)
 
(75,607
)
 
(85,133
)
Change in accounts payable related to intangible assets, property, plant and equipment
 
(6,269
)
 
7,182

 
1,128

 
7,752

FREE CASH FLOW (1)
 
47,501

 
48,677

 
62,671

 
76,089


(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.

12



CRITEO S.A.
Reconciliation of Revenue ex-TAC by Region to Revenue by Region
(U.S. dollars in thousands)
(unaudited)
 
 
 
Three Months Ended
 
 
 
 
 
 
 
Twelve Months Ended
 
 
 
 
 
 
 
 
 
December 31,
 
 
 
 
 
 
 
December 31,
 
 
 
 
 
 
 
Region
 
2015
 
2016
 
YoY Change
 
YoY Change at Constant Currency
 
YoY Change at Constant Currency excluding CSP
 
2015
 
2016
 
YoY Change
 
YoY Change at Constant Currency
 
YoY Change at Constant Currency excluding CSP
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
 
$
170,133

 
$
266,438

 
57
%
 
55
%
 
33
%
 
$
505,653

 
$
730,873

 
45
%
 
45
%
 
38
%
 
EMEA
 
144,905

 
189,298

 
31
%
 
37
%
 
32
%
 
541,105

 
660,523

 
22
%
 
26
%
 
24
%
 
Asia-Pacific
 
81,980

 
111,089

 
36
%
 
26
%
 
26
%
 
276,411

 
407,750

 
48
%
 
37
%
 
37
%
 
Total
 
397,018

 
566,825

 
43
%
 
43
%
 
31
%
 
1,323,169

 
1,799,146

 
36
%
 
36
%
 
32
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Traffic acquisition costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Americas
 
(104,646
)
 
(167,046
)
 
60
%
 
59
%
 
32
%
 
(308,427
)
 
(451,774
)
 
46
%
 
47
%
 
38
%
 
EMEA
 
(82,905
)
 
(108,567
)
 
31
%
 
37
%
 
32
%
 
(313,928
)
 
(373,664
)
 
19
%
 
23
%
 
21
%
 
Asia-Pacific
 
(49,505
)
 
(66,264
)
 
34
%
 
24
%
 
24
%
 
(166,797
)
 
(243,473
)
 
46
%
 
36
%
 
36
%
 
Total
 
(237,056
)
 
(341,877
)
 
44
%
 
44
%
 
30
%
 
(789,152
)
 
(1,068,911
)
 
35
%
 
35
%
 
31
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Revenue ex-TAC (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Americas
 
65,487

 
99,392

 
52
%
 
50
%
 
35
%
 
197,226

 
279,099

 
42
%
 
42
%
 
37
%
 
EMEA
 
62,000

 
80,731

 
30
%
 
36
%
 
33
%
 
227,177

 
286,859

 
26
%
 
30
%
 
29
%
 
Asia-Pacific
 
32,475

 
44,825

 
38
%
 
29
%
 
29
%
 
109,614

 
164,277

 
50
%
 
40
%
 
40
%
 
Total
 
$
159,962

 
$
224,948

 
41
%
 
41
%
 
33
%
 
$
534,017

 
$
730,235

 
37
%
 
37
%
 
34
%

(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.








13



CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands)
(unaudited)

 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2015

 
2016

 
2015

 
2016

Net income
$
38,938

 
$
40,740

 
$
62,276

 
$
87,329

Adjustments:
 
 
 
 
 
 
 
Financial (income) expense
(735
)
 
(1,435
)
 
4,541

 
546

Provision for income taxes
(4,378
)
 
13,161

 
9,517

 
33,129

Equity awards compensation expense
7,748

 
13,229

 
23,989

 
43,259

Research and development
$
2,167

 
$
2,860

 
$
6,520

 
$
12,108

Sales and operations
3,606

 
5,816

 
11,678

 
16,838

General and administrative
1,975

 
4,553

 
5,791

 
14,313

Pension service costs
109

 
133

 
441

 
524

Research and development
40

 
52

 
163

 
211

Sales and operations
38

 
37

 
153

 
144

General and administrative
31

 
44

 
125

 
169

Depreciation and amortization expense
13,967

 
16,190

 
44,564

 
56,779

Cost of revenue
8,579

 
10,623

 
29,866

 
38,469

Research and development
3,183

 
2,106

 
7,994

 
7,211

Sales and operations
1,744

 
2,153

 
5,178

 
7,757

General and administrative
461

 
1,308

 
1,526

 
3,342

Acquisition-related costs

 
980

 

 
2,921

General and administrative

 
980

 

 
2,921

Acquisition-related deferred price consideration
(2,172
)
 
(3
)
 
(1,894
)
 
85

Research and development
46


(3
)

324


85

General and administrative
(2,218
)



(2,218
)


Total net adjustments
14,539

 
42,255

 
81,158

 
137,243

Adjusted EBITDA (1)
$
53,477


$
82,995


$
143,434


$
224,572


(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, 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 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, pension service 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.

14



CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands)
(unaudited)



 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2015

 
2016

 
2015

 
2016

Research and Development expenses
$
(26,665
)
 
$
(35,552
)
 
$
(86,807
)
 
$
(123,649
)
Equity awards compensation expense
$
2,167

 
$
2,860

 
$
6,520

 
$
12,108

Depreciation and Amortization expense
3,183

 
2,106

 
7,994

 
7,211

Pension service costs
40

 
52

 
163

 
211

Acquisition-related deferred price consideration
46

 
(3
)
 
324

 
85

Non-GAAP - Research and Development expenses
(21,229
)
 
(30,537
)
 
(71,806
)
 
(104,034
)
Sales and Operations expenses
(60,410
)
 
(80,991
)
 
(229,530
)
 
(282,853
)
Equity awards compensation expense
3,606

 
5,816

 
11,678

 
16,838

Depreciation and Amortization expense
1,744

 
2,153

 
5,178

 
7,757

Pension service costs

38

 
37

 
153

 
144

Non-GAAP - Sales and Operations expenses
(55,022
)
 
(72,985
)
 
(212,521
)
 
(258,114
)
General and Administrative expenses
(21,280
)
 
(31,630
)
 
(79,145
)
 
(117,469
)
Equity awards compensation expense
1,975

 
4,553

 
5,791

 
14,313

Depreciation and Amortization expense
461

 
1,308

 
1,526

 
3,342

Pension service costs

31

 
44

 
125

 
169

Acquisition-related costs


980




2,921

Acquisition-related deferred price consideration
(2,218
)
 

 
(2,218
)
 

Non-GAAP - General and Administrative expenses
(21,031
)
 
(24,745
)
 
(73,921
)
 
(96,724
)
Total Operating expenses
(108,355
)

(148,173
)

(395,482
)

(523,971
)
Equity awards compensation expense
7,748


13,229


23,989


43,259

Depreciation and Amortization expense
5,388


5,567


14,698


18,310

Pension service costs
109


133


441


524

Acquisition-related costs


980




2,921

Acquisition-related deferred price consideration
(2,172
)

(3
)

(1,894
)

85

Total Non-GAAP Operating expenses (1)
(97,282
)

(128,267
)

(358,248
)

(458,872
)

(1) We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, acquisition-related costs and 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 its quarterly and annual business outlook to the investment community.


15



CRITEO S.A.
Detailed Information on Selected Items
(U.S. dollars in thousands)
(unaudited)


 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2015
 
2016
 
2015
 
2016
Equity awards compensation expense
 
 
 
 
 
 
 
 
Research and development
 
$
2,167

 
$
2,860

 
$
6,520

 
$
12,108

Sales and operations
 
3,606

 
5,816

 
11,678

 
16,838

General and administrative
 
1,975

 
4,553

 
5,791

 
14,313

Total equity awards compensation expense
 
7,748

 
13,229

 
23,989

 
43,259

 
 

 

 

 

Pension service costs
 

 

 

 

Research and development
 
40

 
52

 
163

 
211

Sales and operations
 
38

 
37

 
153

 
144

General and administrative
 
31

 
44

 
125

 
169

Total pension service costs
 
109

 
133

 
441

 
524

 
 

 

 

 

Depreciation and amortization expense
 

 

 

 

Cost of revenue
 
8,579

 
10,623

 
29,866

 
38,469

Research and development
 
3,183

 
2,106

 
7,994

 
7,211

Sales and operations
 
1,744

 
2,153

 
5,178

 
7,757

General and administrative
 
461

 
1,308

 
1,526

 
3,342

Total depreciation and amortization expense
 
13,967

 
16,190

 
44,564

 
56,779

 
 

 

 

 

Acquisition-related costs
 

 

 

 

General and administrative
 

 
980

 

 
2,921

Total acquisition-related costs
 

 
980

 

 
2,921

 
 
 
 
 
 
 
 
 
Acquisition-related deferred price consideration
 
 
 
 
 
 
 
 
Research and development
 
46


(3
)

324


85

General and administrative
 
(2,218
)



(2,218
)


Total acquisition-related deferred price consideration
 
$
(2,172
)
 
$
(3
)
 
$
(1,894
)
 
$
85















16



CRITEO S.A.
Reconciliation of Adjusted Net Income to Net Income
(U.S. dollars in thousands except share and per share data)
(unaudited)

 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2015
 
2016
 
2015
 
2016
Net income
 
$
38,938

 
$
40,740

 
$
62,276

 
$
87,329

Adjustments:
 
 
 
 
 
 
 
 
Equity awards compensation expense
 
7,748

 
13,229

 
23,989

 
43,259

Amortization of acquisition-related intangible assets
 
2,548

 
986

 
6,342

 
4,131

Acquisition-related costs
 

 
980

 

 
2,921

Acquisition-related deferred price consideration
 
(2,172
)
 
(3
)
 
(1,894
)
 
85

Tax impact of the above adjustments
 
(47
)
 
(432
)
 
(878
)
 
(948
)
Total net adjustments
 
8,077

 
14,760

 
27,559

 
49,448

Adjusted net income (1)
 
$
47,015

 
$
55,500

 
$
89,835

 
$
136,777

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
 
 - Basic
 
62,348,620

 
63,760,491

 
61,835,499

 
63,337,792

 - Diluted
 
65,092,423

 
66,145,704

 
65,096,486

 
65,633,470

 
 
 
 
 
 
 
 
 
Adjusted net income per share
 
 
 
 
 
 
 
 
 - Basic
 
$
0.75

 
$
0.87

 
$
1.45

 
$
2.16

 - Diluted
 
$
0.72

 
$
0.84

 
$
1.38

 
$
2.08


(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, 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, 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.












17



CRITEO S.A.
Constant Currency Reconciliation
(U.S. dollars in thousands)
(unaudited)

 
 
Three Months Ended
 
 
 
Twelve Months Ended
 
 
 
 
December 31,
 
 
 
December 31,
 
 
 
 
2015
 
2016
 
YoY Change
 
2015
 
2016
 
YoY Change
Revenue as reported
 
$
397,018

 
$
566,825

 
43
%
 
$
1,323,169

 
$
1,799,146

 
36
%
Conversion impact U.S. dollar/other currencies
 


 
(836
)
 

 


 
(5,022
)
 

Revenue at constant currency (1)
 
$
397,018

 
$
565,989

 
43
%
 
$
1,323,169

 
$
1,794,124

 
36
%
Revenue at constant currency (1) excluding CSP
 
397,018


520,797


31
%

1,323,169


1,748,932


32
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic acquisition costs as reported
 
(237,056
)
 
(341,877
)
 
44
%
 
(789,152
)
 
(1,068,911
)
 
35
%
Conversion impact U.S. dollar/other currencies
 


 
643

 

 


 
3,852

 

Traffic Acquisition Costs at constant currency (1)
 
$
(237,056
)
 
$
(341,234
)
 
44
%
 
$
(789,152
)
 
$
(1,065,059
)
 
35
%
Traffic Acquisition Costs at constant currency (1) excluding CSP
 
(237,056
)

(308,346
)

30
%

(789,152
)

(1,032,170
)

31
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue ex-TAC (2) as reported
 
159,962

 
224,948

 
41
%
 
534,017

 
730,235

 
37
%
Conversion impact U.S. dollar/other currencies
 


 
(193
)
 

 


 
(1,170
)
 

Revenue ex-TAC (2) at constant currency (1)
 
$
159,962

 
$
224,755

 
41
%
 
$
534,017

 
$
729,065

 
37
%
Revenue ex-TAC (2) at constant currency (1)
excluding CSP
 
159,962


212,450


33
%

534,017


716,762


34
%
Revenue ex-TAC (2)/Revenue as reported
 
40
%
 
40
%
 


 
40
%
 
41
%
 


 
 

 

 

 

 

 

Other cost of revenue as reported
 
(17,782
)
 
(24,309
)
 
37
%
 
(62,201
)
 
(85,260
)
 
37
%
Conversion impact U.S. dollar/other currencies
 


 
(306
)
 


 


 
(40
)
 


Other cost of revenue at constant currency (1)
 
$
(17,782
)
 
$
(24,615
)
 
38
%
 
$
(62,201
)
 
$
(85,300
)
 
37
%
Other cost of revenue at constant currency (1)
excluding CSP
 
$
(17,782
)

(23,882
)

34
%

$
(62,201
)

(84,566
)

36
%
 
 

 

 

 

 

 

Adjusted EBITDA (3)
 
53,477

 
82,995

 
55
%
 
143,434

 
224,572

 
57
%
Conversion impact U.S. dollar/other currencies
 


 
(343
)
 


 


 
(1,751
)
 


Adjusted EBITDA (3) at constant currency (1)
 
$
53,477

 
$
82,652

 
55
%
 
$
143,434

 
$
222,821

 
55
%
Adjusted EBITDA (3) at constant currency (1)
excluding CSP
 
$
53,477


$
77,499


45
%

$
143,434


$
217,668


52
%

(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.


18



CRITEO S.A.
Information on Share Count
(unaudited)

 
 
Twelve Months Ended
 
 
December 31,
 
 
2015

 
2016

Shares outstanding as at January 1,
 
60,902,695

 
62,470,881

Weighted average number of shares issued during the period
 
932,804

 
866,911

Basic number of shares - Basic EPS basis
 
61,835,499

 
63,337,792

Dilutive effect of share options, warrants, employee warrants - Treasury method
 
3,260,987

 
2,295,679

Diluted number of shares - Diluted EPS basis
 
65,096,486

 
65,633,471

 
 
 
 
 
Shares outstanding as at December 31,
 
62,470,881

 
63,978,204

Total dilutive effect of share options, warrants, employee warrants
 
7,798,348

 
8,391,496

Fully diluted shares as at December 31,
 
70,269,229

 
72,369,700

























19



CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated)
(unaudited)


 
 
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
 2016
Q2
 2016
Q3
 2016
Q4
2016
YoY
Change
QoQ Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Clients
7,832
8,564
9,290
10,198
10,962
11,874
12,882
14,468
42%
12%
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
294,172
299,306
332,674
397,018
401,253
407,201
423,867
566,825
43%
34%
 
Americas
100,624
110,872
124,024
170,133
147,174
156,522
160,739
266,438
57%
66%
 
EMEA
132,208
126,807
137,185
144,905
159,405
153,899
157,921
189,298
31%
20%
 
APAC
61,340
61,627
71,465
81,980
94,674
96,780
105,207
111,089
36%
6%
 
 
 
 
 
 
 
 
 
 
 
 
 
TAC
(175,888)
(177,239)
(198,970)
(237,056)
(238,755)
(240,969)
(247,310)
(341,877)
44%
38%
 
Americas
(61,244)
(66,853)
(75,684)
(104,646)
(90,929)
(96,560)
(97,239)
(167,046)
60%
72%
 
EMEA
(78,158)
(73,155)
(79,710)
(82,905)
(91,185)
(86,820)
(87,092)
(108,567)
31%
25%
 
APAC
(36,486)
(37,231)
(43,576)
(49,505)
(56,641)
(57,589)
(62,979)
(66,264)
34%
5%
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue ex-TAC
118,284
122,067
133,704
159,962
162,498
166,232
176,557
224,948
41%
27%
 
Americas
39,380
44,019
48,340
65,487
56,245
59,962
63,500
99,391
52%
57%
 
EMEA
54,050
53,652
57,475
62,000
68,220
67,079
70,829
80,731
30%
14%
 
APAC
24,854
24,396
27,889
32,475
38,033
39,191
42,228
44,826
38%
6%
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow from operating activities
41,007
11,938
17,500
66,706
18,907
19,274
43,631
71,658
7%
64%
 
 
Capital expenditures
12,862
18,348
24,066
19,205
12,109
22,386
19,907
22,981
20%
15%
 
 
Net cash position
316,376
321,109
314,644
353,537
386,110
377,407
407,158
270,318
(24)%
(34)%
 
 
Days Sales Outstanding (days - end of month) (1)




56
57
56
53


 

(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.







20