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NEW YORK, Aug. 4, 2021 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the global technology company that provides the world's leading Commerce Media Platform, today announced financial results for the second quarter ended June 30, 2021 that exceeded the Company's quarterly guidance.
Second Quarter 2021 Financial Highlights:
The following table summarizes our consolidated financial results for the three and six months ended June 30, 2021 and 2020:
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
2021 | 2020 | YoYChange | 2021 | 2020 | YoYChange | |||||||||||||||
(in millions, except EPS data) | ||||||||||||||||||||
GAAP Results | ||||||||||||||||||||
Revenue | $ | 551 | $ | 438 | 26 | % | $ | 1,092 | $ | 941 | 16 | % | ||||||||
Net Income | $ | 15 | $ | 6 | 144 | % | $ | 38 | $ | 23 | 70 | % | ||||||||
Diluted EPS | $ | 0.23 | $ | 0.09 | 156 | % | $ | 0.58 | $ | 0.34 | 71 | % | ||||||||
Cash from operating activities | $ | 26 | $ | 33 | (21) | % | $ | 104 | $ | 90 | 15 | % | ||||||||
Net cash position | $ | 490 | $ | 578 | (15) | % | $ | 490 | $ | 578 | (15) | % | ||||||||
Non-GAAP Results1 | ||||||||||||||||||||
Revenue ex-TAC | $ | 220 | $ | 180 | 22 | % | $ | 434 | $ | 386 | 12 | % | ||||||||
Revenue ex-TAC margin | 40 | % | 41 | % | (1) | % | 40 | % | 41 | % | (1) | % | ||||||||
Adjusted EBITDA | $ | 67 | $ | 39 | 73 | % | $ | 143 | $ | 98 | 46 | % | ||||||||
Adjusted diluted EPS | $ | 0.63 | $ | 0.27 | 133 | % | $ | 1.31 | $ | 0.79 | 66 | % | ||||||||
Free Cash Flow (FCF) | $ | 13 | $ | 15 | (11) | % | $ | 77 | $ | 60 | 28 | % | ||||||||
"We continue to execute on our Commerce Media Platform strategy and are excited to see our vision coming to life," said Megan Clarken, CEO. "We feel very good about our solid performance and continued momentum."
Q2 2021 Operating Highlights
___________________________________________________
1 Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA at constant currency, Adjusted EBITDA margin, Adjusted diluted EPS, Free Cash Flow and growth at constant currency are not measures calculated in accordance with U.S. GAAP.
2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the 2020 average exchange rates for the relevant period to 2021 figures.
3 Same-client revenue or Revenue ex-TAC is the revenue or Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.
Financial Summary
Revenue for Q2 2021 was $551 million and Revenue ex-TAC was $220 million. Adjusted EBITDA for the quarter was $67 million, resulting in an adjusted diluted EPS of $0.63. At constant currency, Q2 2021 Revenue increased by 22% and Revenue ex-TAC increased by 18%. Free Cash Flow was $13 million in Q2 2021, growing 28% in the first half 2021 to $77 million, and driving a Free Cash Flow conversion rate of 54% of Adjusted EBITDA in the first half 2021. As of June 30, 2021, we had $553 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, "With strong double-digit growth in our new solutions, fast execution on our leading Commerce Media Platform and solid operating margins, we continue to invest in our sustainable and profitable growth."
Revenue and Revenue ex-TAC
Revenue increased by 26% year-over-year in Q2 2021, or 22% at constant currency, to $551 million (Q2 2020: $438 million). Revenue ex-TAC in the quarter increased 22% year-over-year, or 18% at constant currency, to $220 million (Q2 2020: $180 million). Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 40% (Q2 2020: 41%).
Net Income and Adjusted Net Income
Net income grew 144% to $15 million in Q2 2021 (Q2 2020: $6 million). Net income margin as a percentage of revenue was 3% (Q2 2020: 1%). In the quarter, we incurred $10 million in restructuring related and transformation costs. Net income available to shareholders of Criteo S.A. was $15 million, or $0.23 per share on a diluted basis (Q2 2020: $6 million, or $0.09 per share on a diluted basis).
Adjusted Net Income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs, restructuring related and transformation costs and the tax impact of these adjustments, was $41 million, or $0.63 per share on a diluted basis (Q2 2020: $17 million, or $0.27 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA increased 73% year-over-year, or 61% at constant currency, to $67 million (Q2 2020: $39 million), driven by the Revenue ex-TAC performance over the period and effective cost management balanced with growth investments. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 31% (Q2 2020: 22%).
Operating expenses increased by 20% or $27 million, to $163 million (Q2 2020: $136 million), mostly driven by investments in our growth areas, including R&D, in a context of disciplined expense management. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, acquisition-related costs, restructuring related and transformation costs, and depreciation and amortization, which we refer to as Non-GAAP Operating Expenses, increased by 9% or $11 million, to $131 million (Q2 2020: $120 million), driven by investments in our growth areas, including R&D, and the impact of our growing stock price on our social charges over the period.
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities decreased 21% year-over-year to $26 million in Q2 2021 (Q2 2020: $33 million) and grew 15% to $104 million in the first half 2021 (H1 2020: $90 million).
Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, decreased 11% to $13 million (Q2 2020: $15 million), but grew 28% in the first half 2021 to $77 million (H1 2020: $60 million), driving a Free Cash Flow conversion rate of 54% of Adjusted EBITDA in the first half 2021 (H1 2020: 61%).
In Q2 2021, we acquired Mabaya, expanding our Commerce Media Platform into the exciting area of online marketplaces. Cash and cash equivalents increased $2 million compared to December 31, 2020 to $490 million, after the Mabaya acquisition and spending $30 million on share repurchases in the second quarter of 2021.
As of June 30, 2021, the Company had total financial liquidity in excess of $1 billion, including its cash position, marketable securities, Revolving Credit Facility and treasury shares reserved for M&A.
Business Outlook
The following forward-looking statements reflect Criteo's expectations as of August 4, 2021.
Fiscal year 2021 guidance:
Third quarter 2021 guidance:
The above guidance for the third quarter and the fiscal year ending December 31, 2021 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.831, a U.S. dollar-Japanese Yen rate of 108, a U.S. dollar-British pound rate of 0.719, a U.S. dollar-Korean Won rate of 1,112 and a U.S. dollar-Brazilian real rate of 5.36.
The above guidance assumes no acquisitions are completed during the third quarter ending September 30, 2021 and fiscal year ended December 31, 2021.
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. The variability of the above charges could potentially have a significant 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 ("SEC"): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.
Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business and across our geographies.
Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs and restructuring related and transformation costs.
Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs and restructuring related and transformation costs, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.
Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, and restructuring related and transformation costs. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.
Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region, Revenue ex-TAC by Solution to revenue by solution, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.
Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including projected financial results for the quarter ending June 30, 2021 and the year ended December 31, 2021, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding the scope and impact of the COVID-19 pandemic on our employees, operations, revenue and cash flows, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2021, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, the COVID-19 pandemic continues to have a significant impact on Criteo's business, financial condition, cash flow and results of operations. There are significant uncertainties about the duration and the extent of the impact of the COVID-19 virus.
Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.
Conference Call Information
Criteo's senior management team will discuss the Company's earnings on a call that will take place today, August 4, 2021, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on https://www.webcaster4.com/Webcast/Page/1274/42221 and will be available for replay on the Company's website ir.criteo.com.
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Please ask to be joined into the "Criteo S.A." call.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company that provides the world's leading Commerce Media Platform. 2,500 Criteo team members partner with over 21,000 marketers and thousands of media owners around the globe to activate the world's largest set of commerce data to drive better commerce outcomes. By powering trusted and impactful advertising, Criteo brings richer experiences to every consumer while supporting a fair and open internet that enables discovery, innovation and choice. For more information, please visit criteo.com.
Contacts
Criteo Investor RelationsEdouard Lassalle, SVP, Market Relations & Capital Markets, e.lassalle@criteo.comClemence Vermersch, Director, Investor Relations, c.vermersch@criteo.com
Criteo Public RelationsJessica Meyers, Director, Public Relations, Americas, j.meyers@criteo.com
Financial information to follow
CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited) | ||||||||
June 30, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 489,521 | $ | 488,011 | ||||
Trade receivables, net of allowances of $42.6 million and $39.9 million at June 30, 2021 and December 31, 2020, respectively | 438,703 | 474,055 | ||||||
Income taxes | 13,055 | 11,092 | ||||||
Other taxes | 71,866 | 69,987 | ||||||
Other current assets | 21,841 | 21,405 | ||||||
Marketable Securities - current portion | 53,471 | — | ||||||
Total current assets | 1,088,457 | 1,064,550 | ||||||
Property, plant and equipment, net | 161,971 | 189,505 | ||||||
Intangible assets, net | 88,558 | 79,744 | ||||||
Goodwill | 332,295 | 325,805 | ||||||
Right of Use Asset - operating lease | 130,104 | 114,012 | ||||||
Marketable securities - non current portion | 10,000 | 41,809 | ||||||
Non-current financial assets | 14,766 | 18,109 | ||||||
Deferred tax assets | 16,291 | 19,876 | ||||||
Total non-current assets | 753,985 | 788,860 | ||||||
Total assets | $ | 1,842,442 | $ | 1,853,410 | ||||
Liabilities and shareholders' equity | ||||||||
Current liabilities: | ||||||||
Trade payables | $ | 341,047 | $ | 367,025 | ||||
Contingencies | 1,945 | 2,250 | ||||||
Income taxes | 3,105 | 2,626 | ||||||
Financial liabilities - current portion | 3,219 | 2,889 | ||||||
Lease liability - operating - current portion | 37,243 | 48,388 | ||||||
Other taxes | 54,697 | 58,491 | ||||||
Employee - related payables | 74,491 | 85,272 | ||||||
Other current liabilities | 40,988 | 33,390 | ||||||
Total current liabilities | 556,735 | 600,331 | ||||||
Deferred tax liabilities | 4,176 | 5,297 | ||||||
Defined benefit plans | 6,014 | 6,167 | ||||||
Financial liabilities - non-current portion | 375 | 386 | ||||||
Lease liability - operating - non-current portion | 103,888 | 83,007 | ||||||
Other non-current liabilities | 13,185 | 5,535 | ||||||
Total non-current liabilities | 127,638 | 100,392 | ||||||
Total liabilities | 684,373 | 700,723 | ||||||
Commitments and contingencies | ||||||||
Shareholders' equity: | ||||||||
Common shares, €0.025 par value, 66,697,360 and 66,272,106 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020, respectively. | 2,173 | 2,161 | ||||||
Treasury stock, 6,080,008 and 5,632,536 shares at cost as of June 30, 2021 and December 31, 2020, respectively. | (111,823) | (85,570) | ||||||
Additional paid-in capital | 720,762 | 693,164 | ||||||
Accumulated other comprehensive income (loss) | (7,438) | 16,028 | ||||||
Retained earnings | 519,893 | 491,359 | ||||||
Equity - attributable to shareholders of Criteo S.A. | 1,123,567 | 1,117,142 | ||||||
Non-controlling interests | 34,502 | 35,545 | ||||||
Total equity | 1,158,069 | 1,152,687 | ||||||
Total equity and liabilities | $ | 1,842,442 | $ | 1,853,410 | ||||
CRITEO S.A.Consolidated Statement of Income(U.S. dollars in thousands, except share and per share data, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Revenue | $ | 551,311 | $ | 437,614 | 26 | % | $ | 1,092,388 | $ | 940,990 | 16 | % | ||||||||||
Cost of revenue | ||||||||||||||||||||||
Traffic acquisition cost | (331,078) | (257,698) | 28 | % | (658,745) | (555,062) | 19 | % | ||||||||||||||
Other cost of revenue | (37,364) | (33,914) | 10 | % | (72,076) | (67,720) | 6 | % | ||||||||||||||
Gross profit | 182,869 | 146,002 | 25 | % | 361,567 | 318,208 | 14 | % | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||
Research and development expenses | (41,915) | (31,247) | 34 | % | (73,612) | (68,762) | 7 | % | ||||||||||||||
Sales and operations expenses | (80,751) | (75,781) | 7 | % | (160,105) | (160,755) | (0.4) | % | ||||||||||||||
General and administrative expenses | (40,474) | (29,185) | 39 | % | (73,902) | (55,100) | 34 | % | ||||||||||||||
Total Operating expenses | (163,140) | (136,213) | 20 | % | (307,619) | (284,617) | 8 | % | ||||||||||||||
Income from operations | 19,729 | 9,789 | 102 | % | 53,948 | 33,591 | 61 | % | ||||||||||||||
Financial expense | (519) | (1,003) | (48) | % | (1,237) | (1,337) | (7) | % | ||||||||||||||
Income before taxes | 19,210 | 8,786 | 119 | % | 52,711 | 32,254 | 63 | % | ||||||||||||||
Provision for income taxes | (4,181) | (2,636) | 59 | % | (14,232) | (9,676) | 47 | % | ||||||||||||||
Net Income | $ | 15,029 | $ | 6,150 | 144 | % | $ | 38,479 | $ | 22,578 | 70 | % | ||||||||||
Net income available to shareholders of Criteo S.A. | $ | 14,804 | $ | 5,716 | 159 | % | $ | 37,210 | $ | 21,175 | 76 | % | ||||||||||
Net income available to non-controlling interests | $ | 225 | $ | 434 | (48) | % | $ | 1,269 | $ | 1,403 | (10) | % | ||||||||||
Weighted average shares outstanding used in computing per share amounts: | ||||||||||||||||||||||
Basic | 60,663,301 | 61,415,467 | 60,702,780 | 61,553,875 | ||||||||||||||||||
Diluted | 64,665,212 | 61,790,135 | 64,371,603 | 61,958,499 | ||||||||||||||||||
Net income allocated to shareholders per share: | ||||||||||||||||||||||
Basic | $ | 0.24 | $ | 0.09 | 167 | % | $ | 0.61 | $ | 0.34 | 79 | % | ||||||||||
Diluted | $ | 0.23 | $ | 0.09 | 156 | % | $ | 0.58 | $ | 0.34 | 71 | % | ||||||||||
CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Net income | $ | 15,029 | $ | 6,150 | 144 | % | $ | 38,479 | $ | 22,578 | 70 | % | ||||||||||
Non-cash and non-operating items | 35,888 | 33,083 | 8 | % | 65,905 | 65,911 | — | % | ||||||||||||||
- Amortization and provisions | 25,161 | 27,907 | (10) | % | 42,386 | 54,951 | (23) | % | ||||||||||||||
- Equity awards compensation expense (1) | 11,670 | 7,160 | 63 | % | 18,885 | 15,662 | 21 | % | ||||||||||||||
- Net gain or (loss) on disposal of non-current assets | 14 | (123) | NM | 3,959 | 2,143 | 85 | % | |||||||||||||||
- Change in deferred taxes | (2,693) | (4,939) | (45) | % | 2,305 | (7,617) | NM | |||||||||||||||
- Change in income taxes | 1,724 | 3,056 | (44) | % | (1,655) | 727 | NM | |||||||||||||||
- Other | 12 | 22 | (45) | % | 25 | 45 | (44) | % | ||||||||||||||
Changes in working capital related to operating activities | (24,557) | (5,856) | NM | (662) | 1,631 | NM | ||||||||||||||||
- (Increase) / Decrease in trade receivables | (21,031) | 27,318 | NM | 26,195 | 126,706 | (79) | % | |||||||||||||||
- Increase / (Decrease) in trade payables | (9,266) | (22,118) | (58) | % | (19,906) | (103,797) | (81) | % | ||||||||||||||
- (Increase) / Decrease in other current assets | (137) | 15,448 | NM | (5,187) | 5,050 | NM | ||||||||||||||||
- Increase / (Decrease) in other current liabilities | 3,458 | (25,503) | NM | (1,069) | (26,448) | (96) | % | |||||||||||||||
- Change in operating lease liabilities and right of use assets | 2,419 | (1,001) | NM | (695) | 120 | NM | ||||||||||||||||
CASH FROM OPERATING ACTIVITIES | 26,360 | 33,377 | (21) | % | 103,722 | 90,120 | 15 | % | ||||||||||||||
Acquisition of intangible assets, property, plant and equipment | (15,663) | (29,471) | (47) | % | (27,616) | (40,729) | (32) | % | ||||||||||||||
Change in accounts payable related to intangible assets, property, plant and equipment | 2,535 | 10,939 | (77) | % | 708 | 10,460 | (93) | % | ||||||||||||||
Payment for businesses, net of cash acquired | (9,598) | — | NM | (9,598) | — | NM | ||||||||||||||||
Change in other non-current financial assets | (17,056) | (21,238) | (20) | % | (20,308) | (20,349) | (0.2) | % | ||||||||||||||
CASH USED FOR INVESTING ACTIVITIES | (39,782) | (39,770) | — | % | (56,814) | (50,618) | 12 | % | ||||||||||||||
Proceeds from borrowings under line-of-credit agreement | — | 154,310 | NM | — | 154,310 | NM | ||||||||||||||||
Repayment of borrowings | (1,090) | 1 | NM | (1,272) | (169) | NM | ||||||||||||||||
Proceeds from exercise of stock options | 7,501 | (20) | NM | 9,575 | (16) | NM | ||||||||||||||||
Repurchase of treasury stocks | (29,999) | (14,860) | NM | (34,929) | (33,101) | 6 | % | |||||||||||||||
Change in other financial liabilities | (370) | (573) | (35) | % | (748) | (927) | (19) | % | ||||||||||||||
CASH (USED FOR) FROM FINANCING ACTIVITIES | (23,958) | 138,858 | NM | (27,374) | 120,097 | NM | ||||||||||||||||
Effect of exchange rates changes on cash and cash equivalents | 6,841 | 9,210 | (26) | % | (18,024) | (181) | NM | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (30,539) | 141,675 | NM | 1,510 | 159,418 | (99) | % | |||||||||||||||
Net cash and cash equivalents at beginning of period | 520,060 | 436,506 | 19 | % | 488,011 | 418,763 | 17 | % | ||||||||||||||
Net cash and cash equivalents at end of period | $ | 489,521 | $ | 578,181 | (15) | % | $ | 489,521 | $ | 578,181 | (15) | % | ||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||||||||||||
Cash paid for taxes, net of refunds | $ | (5,150) | $ | (4,519) | 14 | % | $ | (13,582) | $ | (16,566) | (18) | % | ||||||||||
Cash paid for interest | $ | (369) | $ | (317) | 16 | % | $ | (736) | $ | (666) | 11 | % | ||||||||||
(1) Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $11.2 million and $6.8 million of equity awards compensation expense for the quarter ended June 30, 2021 and 2020, respectively, and $18.0 million and $14.9 million of equity awards compensation for the six months ended June, 30, 2021 and 2020, respectively. | ||||||||||||||||||||||
CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
CASH FROM OPERATING ACTIVITIES | $ | 26,360 | $ | 33,377 | (21) | % | $ | 103,722 | $ | 90,120 | 15 | % | ||||||||||
Acquisition of intangible assets, property, plant and equipment | (15,663) | (29,471) | (47) | % | (27,616) | (40,729) | (32) | % | ||||||||||||||
Change in accounts payable related to intangible assets, property, plant and equipment | 2,535 | 10,939 | (77) | % | 708 | 10,460 | (93) | % | ||||||||||||||
FREE CASH FLOW (1) | $ | 13,232 | $ | 14,845 | (11) | % | $ | 76,814 | $ | 59,851 | 28 | % | ||||||||||
(1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. | ||||||||||||||||||||||
CRITEO S.A. Reconciliation of Revenue ex-TAC to Revenue (U.S. dollars in thousands, unaudited) | |||||||||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||||||
Region | 2021 | 2020 | YoY Change | YoY Change at Constant Currency | 2021 | 2020 | YoY Change | YoY Change at Constant Currency | |||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||
Americas | $ | 221,227 | $ | 185,674 | 19 | % | 19 | % | $ | 425,127 | $ | 377,419 | 13 | % | 13 | % | |||||||||||||
EMEA | 209,303 | 159,621 | 31 | % | 21 | % | 421,399 | 349,735 | 20 | % | 12 | % | |||||||||||||||||
Asia-Pacific | 120,781 | 92,319 | 31 | % | 29 | % | 245,862 | 213,836 | 15 | % | 12 | % | |||||||||||||||||
Total | 551,311 | 437,614 | 26 | % | 22 | % | 1,092,388 | 940,990 | 16 | % | 12 | % | |||||||||||||||||
Traffic acquisition costs (1) | |||||||||||||||||||||||||||||
Americas | (134,332) | (115,317) | 16 | % | 16 | % | (261,960) | (235,339) | 11 | % | 12 | % | |||||||||||||||||
EMEA | (124,747) | (90,153) | 38 | % | 27 | % | (251,395) | (198,550) | 27 | % | 17 | % | |||||||||||||||||
Asia-Pacific | (71,999) | (52,228) | 38 | % | 36 | % | (145,390) | (121,173) | 20 | % | 17 | % | |||||||||||||||||
Total | (331,078) | (257,698) | 28 | % | 24 | % | (658,745) | (555,062) | 19 | % | 15 | % | |||||||||||||||||
Revenue ex-TAC (1) | |||||||||||||||||||||||||||||
Americas | 86,895 | 70,357 | 24 | % | 23 | % | 163,167 | 142,080 | 15 | % | 15 | % | |||||||||||||||||
EMEA | 84,556 | 69,468 | 22 | % | 12 | % | 170,004 | 151,185 | 12 | % | 4 | % | |||||||||||||||||
Asia-Pacific | 48,782 | 40,091 | 22 | % | 20 | % | 100,472 | 92,663 | 8 | % | 6 | % | |||||||||||||||||
Total | $ | 220,233 | $ | 179,916 | 22 | % | 18 | % | $ | 433,643 | $ | 385,928 | 12 | % | 9 | % | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||||||
Solution | 2021 | 2020 | YoY Change | YoY Change at Constant Currency | 2021 | 2020 | YoY Change | YoY Change at Constant Currency | |||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||
Marketing Solutions | $ | 487,465 | $ | 381,270 | 28 | % | 23 | % | $ | 970,655 | $ | 851,043 | 14 | % | 10 | % | |||||||||||||
Retail Media (2) | 63,846 | 56,344 | 13 | % | 10 | % | 121,733 | 89,947 | 35 | % | 32 | % | |||||||||||||||||
Total | 551,311 | 437,614 | 26 | % | 22 | % | 1,092,388 | 940,990 | 16 | % | 12 | % | |||||||||||||||||
Traffic acquisition costs (1) | |||||||||||||||||||||||||||||
Marketing Solutions | (294,132) | (218,990) | 34 | % | 30 | % | (585,005) | (492,047) | 19 | % | 15 | % | |||||||||||||||||
Retail Media (2) | (36,946) | (38,708) | (5) | % | (7) | % | (73,740) | (63,015) | 17 | % | 14 | % | |||||||||||||||||
Total | (331,078) | (257,698) | 28 | % | 24 | % | (658,745) | (555,062) | 19 | % | 15 | % | |||||||||||||||||
Revenue ex-TAC (1) | |||||||||||||||||||||||||||||
Marketing Solutions | 193,333 | 162,280 | 19 | % | 15 | % | 385,650 | 358,996 | 7 | % | 4 | % | |||||||||||||||||
Retail Media (2) | 26,900 | 17,636 | 53 | % | 49 | % | 47,993 | 26,932 | 78 | % | 74 | % | |||||||||||||||||
Total | $ | 220,233 | $ | 179,916 | 22 | % | 18 | % | $ | 433,643 | $ | 385,928 | 12 | % | 9 | % | |||||||||||||
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region and solution can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution, or similarly titled measures but define the regions, and product families differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution alongside our other U.S. GAAP financial results, including revenue. The above tables provide a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region and Revenue ex-TAC by Solution to revenue by solution. | |||||||||||||||||||||||||||||
(2) Criteo operates as one operating segment. From January 1, 2021 we have disaggregated revenues between Marketing Solutions and Retail Media. A strategic building block of Criteo's Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo's legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition. | |||||||||||||||||||||||||||||
CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income (U.S. dollars in thousands, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Net income | $ | 15,029 | $ | 6,150 | 144 | % | $ | 38,479 | $ | 22,578 | 70 | % | ||||||||||
Adjustments: | ||||||||||||||||||||||
Financial expense | 519 | 1,003 | (48) | % | 1,237 | 1,337 | (7) | % | ||||||||||||||
Provision for income taxes | 4,181 | 2,636 | 59 | % | 14,232 | 9,676 | 47 | % | ||||||||||||||
Equity awards compensation expense | 11,669 | 7,159 | 63 | % | 19,551 | 15,662 | 25 | % | ||||||||||||||
Research and development | 4,218 | 2,068 | NM | 6,714 | 4,438 | 51 | % | |||||||||||||||
Sales and operations | 3,636 | 1,572 | NM | 6,005 | 5,190 | 16 | % | |||||||||||||||
General and administrative | 3,815 | 3,519 | 8 | % | 6,832 | 6,034 | 13 | % | ||||||||||||||
Pension service costs | 337 | 539 | (37) | % | 675 | 1,077 | (37) | % | ||||||||||||||
Research and development | 175 | 269 | (35) | % | 350 | 538 | (35) | % | ||||||||||||||
Sales and operations | 53 | 95 | (44) | % | 106 | 190 | (44) | % | ||||||||||||||
General and administrative | 109 | 175 | (38) | % | 219 | 349 | (37) | % | ||||||||||||||
Depreciation and amortization expense | 22,491 | 20,208 | 11 | % | 44,345 | 44,346 | — | % | ||||||||||||||
Cost of revenue | 15,744 | 13,098 | 20 | % | 30,988 | 25,869 | 20 | % | ||||||||||||||
Research and development (1) | 2,207 | 1,658 | 33 | % | 3,960 | 7,308 | (46) | % | ||||||||||||||
Sales and operations | 3,702 | 4,221 | (12) | % | 7,656 | 8,561 | (11) | % | ||||||||||||||
General and administrative | 838 | 1,231 | (32) | % | 1,741 | 2,608 | (33) | % | ||||||||||||||
Acquisition-related costs | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
General and administrative | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Restructuring related and transformation costs (2) | 9,996 | 1,216 | NM | 21,632 | 3,425 | NM | ||||||||||||||||
Research and development | 4,831 | 513 | NM | 6,267 | 1,508 | NM | ||||||||||||||||
Sales and operations | 1,551 | 415 | NM | 8,918 | 1,436 | NM | ||||||||||||||||
General and administrative | 3,614 | 288 | NM | 6,447 | 481 | NM | ||||||||||||||||
Total net adjustments | 52,240 | 32,761 | 59 | % | 104,719 | 75,523 | 39 | % | ||||||||||||||
Adjusted EBITDA (3) | $ | 67,269 | $ | 38,911 | 73 | % | $ | 143,198 | $ | 98,101 | 46 | % | ||||||||||
(1) For the Six Months Ended June 30, 2020, the Company recognized an accelerated amortization expense for Manage technology due to a revised useful life in 2020 ($4.0 million in Research and development). | ||||||||||||||||||||||
(2) For the Three Months and the Six Months Ended June 2021, and June 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its Commerce Media Platform strategy: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||
(Gain) from forfeitures of share-based compensation awards | — | — | (666) | — | |||||||||||
Facilities related costs | 9,721 | 807 | 16,337 | 1,794 | |||||||||||
Payroll related costs | (181) | 409 | 4,971 | 1,631 | |||||||||||
Consulting costs related to transformation | 456 | — | 990 | — | |||||||||||
Total restructuring related and transformation costs | $ | 9,996 | $ | 1,216 | $ | 21,632 | $ | 3,425 | |||||||
For the three months ended June 30, 2021 and June 30, 2020, respectively, the cash outflows related to restructuring related and transformation costs were $10.3 million, and $2.1 million respectively, and were mainly comprised of payroll costs, broker and termination penalties related to real-estate facilities and other consulting fees. | |||||||||||||||
(3) We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, acquisition-related costs and restructuring related and transformation costs. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, and restructuring related and transformation costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income. | |||||||||||||||
CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Research and Development expenses | $ | (41,915) | $ | (31,247) | 34 | % | $ | (73,612) | $ | (68,762) | 7 | % | ||||||||||
Equity awards compensation expense | 4,218 | 2,068 | NM | 6,714 | 4,438 | 51 | % | |||||||||||||||
Depreciation and Amortization expense | 2,207 | 1,658 | 33 | % | 3,960 | 7,308 | (46) | % | ||||||||||||||
Pension service costs | 175 | 269 | (35) | % | 350 | 538 | (35) | % | ||||||||||||||
Restructuring related and transformation costs | 4,831 | 513 | NM | 6,267 | 1,508 | NM | ||||||||||||||||
Non GAAP - Research and Development expenses | (30,484) | (26,739) | 14 | % | (56,321) | (54,970) | 2 | % | ||||||||||||||
Sales and Operations expenses | (80,751) | (75,781) | 7 | % | (160,105) | (160,755) | (0.4) | % | ||||||||||||||
Equity awards compensation expense | 3,636 | 1,572 | NM | 6,005 | 5,190 | 16 | % | |||||||||||||||
Depreciation and Amortization expense | 3,702 | 4,221 | (12) | % | 7,656 | 8,561 | (11) | % | ||||||||||||||
Pension service costs | 53 | 95 | (44) | % | 106 | 190 | (44) | % | ||||||||||||||
Restructuring related and transformation costs | 1,551 | 415 | NM | 8,918 | 1,436 | NM | ||||||||||||||||
Non GAAP - Sales and Operations expenses | (71,809) | (69,478) | 3 | % | (137,420) | (145,378) | (5) | % | ||||||||||||||
General and Administrative expenses | (40,474) | (29,185) | 39 | % | (73,902) | (55,100) | 34 | % | ||||||||||||||
Equity awards compensation expense | 3,815 | 3,519 | 8 | % | 6,832 | 6,034 | 13 | % | ||||||||||||||
Depreciation and Amortization expense | 838 | 1,231 | (32) | % | 1,741 | 2,608 | (33) | % | ||||||||||||||
Pension service costs | 109 | 175 | (38) | % | 219 | 349 | (37) | % | ||||||||||||||
Acquisition-related costs | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Restructuring related and transformation costs | 3,614 | 288 | NM | 6,447 | 481 | NM | ||||||||||||||||
Non GAAP - General and Administrative expenses | (29,051) | (23,972) | 21 | % | (55,616) | (45,628) | 22 | % | ||||||||||||||
Total Operating expenses | (163,140) | (136,213) | 20 | % | (307,619) | (284,617) | 8 | % | ||||||||||||||
Equity awards compensation expense | 11,669 | 7,159 | 63 | % | 19,551 | 15,662 | 25 | % | ||||||||||||||
Depreciation and Amortization expense | 6,747 | 7,110 | (5) | % | 13,357 | 18,477 | (28) | % | ||||||||||||||
Pension service costs | 337 | 539 | (37) | % | 675 | 1,077 | (37) | % | ||||||||||||||
Acquisition-related costs | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Restructuring related and transformation costs | 9,996 | 1,216 | NM | 21,632 | 3,425 | NM | ||||||||||||||||
Total Non GAAP Operating expenses (1) | $ | (131,344) | $ | (120,189) | 9 | % | $ | (249,357) | $ | (245,976) | 1 | % | ||||||||||
(1) We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, acquisition-related costs and restructuring related and transformation costs. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community. | ||||||||||||||||||||||
CRITEO S.A. Detailed Information on Selected Items (U.S. dollars in thousands, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Equity awards compensation expense | ||||||||||||||||||||||
Research and development | $ | 4,218 | $ | 2,068 | NM | $ | 6,714 | $ | 4,438 | 51 | % | |||||||||||
Sales and operations | 3,636 | 1,572 | NM | 6,005 | 5,190 | 16 | % | |||||||||||||||
General and administrative | 3,815 | 3,519 | 8 | % | 6,832 | 6,034 | 13 | % | ||||||||||||||
Total equity awards compensation expense | 11,669 | 7,159 | 63 | % | 19,551 | 15,662 | 25 | % | ||||||||||||||
Pension service costs | ||||||||||||||||||||||
Research and development | 175 | 269 | (35) | % | 350 | 538 | (35) | % | ||||||||||||||
Sales and operations | 53 | 95 | (44) | % | 106 | 190 | (44) | % | ||||||||||||||
General and administrative | 109 | 175 | (38) | % | 219 | 349 | (37) | % | ||||||||||||||
Total pension service costs | 337 | 539 | (37) | % | 675 | 1,077 | (37) | % | ||||||||||||||
Depreciation and amortization expense | ||||||||||||||||||||||
Cost of revenue | 15,744 | 13,098 | 20 | % | 30,988 | 25,869 | 20 | % | ||||||||||||||
Research and development | 2,207 | 1,658 | 33 | % | 3,960 | 7,308 | (46) | % | ||||||||||||||
Sales and operations | 3,702 | 4,221 | (12) | % | 7,656 | 8,561 | (11) | % | ||||||||||||||
General and administrative | 838 | 1,231 | (32) | % | 1,741 | 2,608 | (33) | % | ||||||||||||||
Total depreciation and amortization expense | 22,491 | 20,208 | 11 | % | 44,345 | 44,346 | — | % | ||||||||||||||
Acquisition-related costs | ||||||||||||||||||||||
General and administrative | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Total acquisition-related costs | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Restructuring related and transformation costs | ||||||||||||||||||||||
Research and development | 4,831 | 513 | NM | 6,267 | 1,508 | NM | ||||||||||||||||
Sales and operations | 1,551 | 415 | NM | 8,918 | 1,436 | NM | ||||||||||||||||
General and administrative | 3,614 | 288 | NM | 6,447 | 481 | NM | ||||||||||||||||
Total restructuring related and transformation costs | $ | 9,996 | $ | 1,216 | NM | $ | 21,632 | $ | 3,425 | NM | ||||||||||||
CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (U.S. dollars in thousands except share and per share data, unaudited) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||||||||||
Net income | $ | 15,029 | $ | 6,150 | 144 | % | $ | 38,479 | $ | 22,578 | 70 | % | ||||||||||
Adjustments: | ||||||||||||||||||||||
Equity awards compensation expense | 11,669 | 7,159 | 63 | % | 19,551 | 15,662 | 25 | % | ||||||||||||||
Amortization of acquisition-related intangible assets (1) | 2,936 | 2,847 | 3 | % | 5,871 | 9,695 | (39) | % | ||||||||||||||
Acquisition-related costs | 3,047 | — | NM | 3,047 | — | NM | ||||||||||||||||
Restructuring related and transformation costs | 9,996 | 1,216 | NM | 21,632 | 3,425 | NM | ||||||||||||||||
Tax impact of the above adjustments | (1,821) | (665) | NM | (4,572) | (2,625) | 74 | % | |||||||||||||||
Total net adjustments | 25,827 | 10,557 | NM | 45,529 | 26,157 | 74 | % | |||||||||||||||
Adjusted net income (2) | $ | 40,856 | $ | 16,707 | 145 | % | $ | 84,008 | $ | 48,735 | 72 | % | ||||||||||
Weighted average shares outstanding | ||||||||||||||||||||||
- Basic | 60,663,301 | 61,415,467 | 60,702,780 | 61,553,875 | ||||||||||||||||||
- Diluted | 64,665,212 | 61,790,135 | 64,371,603 | 61,958,499 | ||||||||||||||||||
Adjusted net income per share | ||||||||||||||||||||||
- Basic | $ | 0.67 | $ | 0.27 | 148 | % | $ | 1.38 | $ | 0.79 | 75 | % | ||||||||||
- Diluted | $ | 0.63 | $ | 0.27 | 133 | % | $ | 1.31 | $ | 0.79 | 66 | % | ||||||||||
(1) For the Six Months Ended June 30, 2020, the Company recognized an accelerated amortization expense for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development). | ||||||||||||||||||||||
(2) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs, restructuring related and transformation costs, and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition-related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP-based financial results, including net income. | ||||||||||||||||||||||
CRITEO S.A. Constant Currency Reconciliation (U.S. dollars in thousands, unaudited) | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2021 | 2020 | YoY Change | 2021 | 2020 | YoY Change | |||||||||
Revenue as reported | $551,311 | $437,614 | 26 | % | $1,092,388 | $940,990 | 16 | % | ||||||
Conversion impact U.S. dollar/other currencies | (18,569) | (35,316) | ||||||||||||
Revenue at constant currency(1) | 532,742 | 437,614 | 22 | % | 1,057,072 | 940,990 | 12 | % | ||||||
Traffic acquisition costs as reported | (331,078) | (257,698) | 28 | % | (658,745) | (555,062) | 19 | % | ||||||
Conversion impact U.S. dollar/other currencies | 11,283 | 21,600 | ||||||||||||
Traffic Acquisition Costs at constant currency(1) | (319,795) | (257,698) | 24 | % | (637,145) | (555,062) | 15 | % | ||||||
Revenue ex-TAC as reported(2) | 220,233 | 179,916 | 22 | % | 433,643 | 385,928 | 12 | % | ||||||
Conversion impact U.S. dollar/other currencies | (7,285) | (13,715) | ||||||||||||
Revenue ex-TAC at constant currency(2) | 212,948 | 179,916 | 18 | % | 419,928 | 385,928 | 9 | % | ||||||
Revenue ex-TAC(2)/Revenue as reported | 40% | 41% | 40% | 41% | ||||||||||
Other cost of revenue as reported | (37,364) | (33,914) | 10 | % | (72,076) | (67,720) | 6 | % | ||||||
Conversion impact U.S. dollar/other currencies | 559 | 881 | ||||||||||||
Other cost of revenue at constant currency(1) | (36,805) | (33,914) | 9 | % | (71,195) | (67,720) | 5 | % | ||||||
Adjusted EBITDA(3) | 67,269 | 38,911 | 73 | % | 143,198 | 98,101 | 46 | % | ||||||
Conversion impact U.S. dollar/other currencies | (4,433) | (9,024) | ||||||||||||
Adjusted EBITDA(3) at constant currency(1) | $62,836 | $38,911 | 61 | % | $134,174 | $98,101 | 37 | % | ||||||
Adjusted EBITDA(3)/Revenue ex-TAC(2) | 31% | 22% | 33% | 25% | ||||||||||
(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis. | ||||||||||||||
(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC to Revenue" for a reconciliation of Revenue Ex-TAC to revenue. | ||||||||||||||
(3) Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income. | ||||||||||||||
CRITEO S.A. Information on Share Count (unaudited) | ||||||
Six Months Ended | ||||||
2021 | 2020 | |||||
Shares outstanding as at January 1, | 60,639,570 | 62,293,508 | ||||
Weighted average number of shares issued during the period | 63,210 | (739,633) | ||||
Basic number of shares - Basic EPS basis | 60,702,780 | 61,553,875 | ||||
Dilutive effect of share options, warrants, employee warrants - Treasury method | 3,668,823 | 404,624 | ||||
Diluted number of shares - Diluted EPS basis | 64,371,603 | 61,958,499 | ||||
Shares issued as June 30, before Treasury stocks | 66,697,360 | 66,204,881 | ||||
Treasury stock as of June 30, | (6,080,008) | (5,589,408) | ||||
Shares outstanding as of June 30, after Treasury stocks | 60,617,352 | 60,615,473 | ||||
Total dilutive effect of share options, warrants, employee warrants | 8,438,680 | 8,341,925 | ||||
Fully diluted shares as at June 30, | 69,056,032 | 68,957,398 | ||||
CRITEO S.A. Supplemental Financial Information and Operating Metrics (U.S. dollars in thousands except where stated, unaudited) | ||||||||||||
YoY Change | QoQ Change | Q2 2021 | Q1 2021 | Q4 2020 | Q3 2020 | Q2 2020 | Q1 2020 | Q4 2019 | Q3 2019 | Q2 2019 | ||
Clients | 5% | 3% | 21,332 | 20,626 | 21,460 | 20,565 | 20,359 | 20,360 | 20,247 | 19,971 | 19,733 | |
Revenue | 26% | 2% | 551,311 | 541,077 | 661,282 | 470,345 | 437,614 | 503,376 | 652,640 | 522,606 | 528,147 | |
Americas | 19% | 8% | 221,227 | 203,900 | 312,817 | 204,618 | 185,674 | 191,745 | 306,250 | 213,937 | 213,974 | |
EMEA | 31% | (1)% | 209,303 | 212,096 | 232,137 | 167,800 | 159,621 | 190,114 | 216,639 | 185,556 | 194,359 | |
APAC | 31% | (3)% | 120,781 | 125,081 | 116,328 | 97,927 | 92,319 | 121,517 | 129,751 | 123,113 | 119,814 | |
Revenue | 26% | 2% | 551,311 | 541,077 | 661,282 | 470,345 | 437,614 | 503,376 | N.A | N.A | N.A | |
Marketing Solutions | 28% | 1% | 487,465 | 483,190 | 543,262 | 412,126 | 381,270 | 469,773 | N.A | N.A | N.A | |
Retail Media | 13% | 10% | 63,846 | 57,887 | 118,020 | 58,219 | 56,344 | 33,603 | N.A | N.A | N.A | |
TAC | 28% | 1% | (331,078) | (327,667) | (408,108) | (284,401) | (257,698) | (297,364) | (386,388) | (301,901) | (304,229) | |
Americas | 16% | 5% | (134,332) | (127,628) | (203,341) | (130,756) | (115,317) | (120,022) | (189,092) | (129,047) | (129,491) | |
EMEA | 38% | (2)% | (124,747) | (126,648) | (137,384) | (97,272) | (90,153) | (108,397) | (124,939) | (103,899) | (107,401) | |
APAC | 38% | (2)% | (71,999) | (73,391) | (67,383) | (56,373) | (52,228) | (68,945) | (72,357) | (68,955) | (67,337) | |
TAC | 28% | 1% | (331,078) | (327,667) | (408,108) | (284,401) | (257,698) | (297,364) | N.A | N.A | N.A | |
Marketing Solutions | 34% | 1% | (294,132) | (290,873) | (324,017) | (243,616) | (218,990) | (273,057) | N.A | N.A | N.A | |
Retail Media | (5)% | —% | (36,946) | (36,794) | (84,091) | (40,785) | (38,708) | (24,307) | N.A | N.A | N.A | |
Revenue ex-TAC (1) | 22% | 3% | 220,233 | 213,410 | 253,174 | 185,944 | 179,916 | 206,012 | 266,252 | 220,705 | 223,918 | |
Americas | 24% | 14% | 86,895 | 76,272 | 109,476 | 73,862 | 70,357 | 71,723 | 117,158 | 84,890 | 84,483 | |
EMEA | 22% | (1)% | 84,556 | 85,448 | 94,753 | 70,528 | 69,468 | 81,717 | 91,700 | 81,657 | 86,958 | |
APAC | 22% | (6)% | 48,782 | 51,690 | 48,945 | 41,554 | 40,091 | 52,572 | 57,394 | 54,158 | 52,477 | |
Revenue ex-TAC (1) | 22% | 3% | 220,233 | 213,410 | 253,174 | 185,944 | 179,916 | 206,012 | N.A | N.A | N.A | |
Marketing Solutions | 19% | 1% | 193,333 | 192,317 | 219,245 | 168,510 | 162,280 | 196,716 | N.A | N.A | N.A | |
Retail Media | 53% | 28% | 26,900 | 21,093 | 33,929 | 17,434 | 17,636 | 9,296 | N.A | N.A | N.A | |
Cash flow from operating activities | (21)% | (66)% | 26,360 | 77,362 | 44,080 | 51,156 | 33,377 | 56,743 | 59,359 | 43,289 | 52,964 | |
Capital expenditures | (29)% | (5)% | 13,128 | 13,780 | 22,302 | 12,898 | 18,532 | 11,737 | 17,520 | 23,944 | 32,792 | |
Capital expenditures/Revenue | N.A | N.A | 2% | 3% | 3% | 3% | 4% | 2% | 3% | 5% | 6% | |
Net cash position | (15)% | (6)% | 489,521 | 520,060 | 488,011 | 626,744 | 578,181 | 436,506 | 418,763 | 409,178 | 422,053 | |
Headcount | (4)% | 2% | 2,572 | 2,532 | 2,594 | 2,636 | 2,685 | 2,701 | 2,755 | 2,794 | 2,873 | |
Days Sales Outstanding (days - end of month) | N.A | N.A | 66 | 64 | 56 | 62 | 61 | 62 | 52 | 57 | 58 | |
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region and solution can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution, or similarly titled measures but define the regions, and product families differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution alongside our other U.S. GAAP financial results, including revenue. The above tables provide a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region and Revenue ex-TAC by Solution to revenue by solution. | ||||||||||||
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SOURCE Criteo S.A.
