CRITEO REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS
Revenue ex-TAC and Adjusted EBITDA Above Top End of Guidance
Management to Provide Strategic Update on Earnings Call
NEW YORK - October 28, 2020 - Criteo S.A. (NASDAQ: CRTO), the global technology company powering the world’s marketers with trusted and impactful advertising, today announced financial results for the third quarter ended September 30, 2020 that exceeded the top end of its most recent quarterly guidance, despite the continued impact of the pandemic.
Third Quarter 2020 Financial Highlights:
Our financial results reflect the continued impact of the pandemic on our business. The following table summarizes our consolidated financial results for the three months ended September 30, 2019 and 2020:
Three Months Ended
September 30,
2020
2019
YoY Change
(in millions, except EPS data)
GAAP Results
Revenue
$
470
$
523
(10)
%
Net Income
$
5
$
21
(74)
%
Diluted EPS
$
0.09
$
0.28
$ (0.19)
Cash from operating activities
$
51
$
43
18
%
Net cash position
$
627
$
409
53
%
Non-GAAP Results1
Revenue ex-TAC
$
186
$
221
(16)
%
Revenue ex-TAC margin
40
%
42
%
Adjusted EBITDA
$
49
$
64
(23)
%
Adjusted diluted EPS
$
0.40
$
0.54
$ (0.14)
Free Cash Flow
$
38
$
19
98
%
Megan Clarken, Chief Executive Officer of Criteo, said, "We are pleased to deliver better performance than expected on both the top and bottom lines, demonstrating the continued resilience of our business during the pandemic, relentless focus on improving execution and the talent, strength and dedication of our great people."
Clarken continued: "As we look forward, we are transforming our company to a Commerce Media Platform over the next few years to maximize the value of our unique Reach and Commerce assets, enabling our strong customer base, including global brands and retailers, to optimize their sales and digital advertising returns. We believe we have a path to growth over time with a clear product roadmap, a dedicated leadership team and the financial strength to support growth investments."
Operating Highlights
•Criteo and The Trade Desk collaborate on industry wide Unified ID 2.0, an upgraded alternative to third-party cookies.
•Total clients grew 3% year-over-year to close to 20,600 after adding over 200 net new clients, the highest number since Q4 2019.
•Same-client revenue2 declined 6% year-over-year (vs. 13% decline in Q2 2020) and same-client Revenue ex-TAC2 decreased 11% year-over-year (vs. 14% decline in Q2 2020) at constant currency3, including approximately 17 points directly attributable to the COVID-19 disruption on both.
•New solutions grew 43% year-over-year to 19% of total Revenue ex-TAC.
•Retail Media grew close to 60% year-over-year, and same-client Revenue ex-TAC for Retail Media increased 70% year-over-year.
•Our direct header-bidding technology now connects to close to 5,000 direct publishers.
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.
2Same-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.
3Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the 2019 average exchange rates for the relevant period to 2020 figures.
1
Financial Summary
Revenue for the quarter was $470 million and Revenue ex-TAC was $186 million. Adjusted EBITDA was over $49 million, resulting in an adjusted diluted EPS of $0.40. These all reflect year-over-year declines, largely due to the anticipated negative COVID impact. Excluding the impact of the pandemic, we estimate that Revenue ex-TAC declined about 2% in Q3 2020. Free cash flow was $38 million in Q3 2020, growing 98% year-over-year, and $98 million for the nine months 2020. We have $627M cash on the balance sheet, which includes $158M from the Revolving Credit Facility.
Sarah Glickman, Chief Financial Officer, said, "During Q3 we continued to make progress against all four of our strategic pillars and I am pleased that we were able to control costs and grow free cash flow. Our goal now is to return to growth and ensure smart investment allocation while reducing fixed costs."
Revenue and Revenue ex-TAC
Revenue declined 10% year-over-year, or 11% at constant currency, to $470 million (Q3 2019: $523 million), after an estimated $80 million net negative business impact from the COVID-19 disruption, or approximately 15 points of the year-over-over decline at constant currency. Revenue ex-TAC decreased 16% year-over-year, or 16% at constant currency, to $186 million (Q3 2019: $221 million), after an approximately $33 million net negative business impact from the COVID-19 disruption, or approximately 15 points of the year-over-over decline at constant currency. Growth in our midmarket business and increased adoption of new solutions were offset by the decline in our core business with large clients, primarily as a result of the COVID-19 pandemic impact, in particular on our Travel and Classifieds clients. Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 40% (Q3 2019: 42%).
•In the Americas, Revenue declined 4% year-over-year, or 3% at constant currency, to $205 million and represented 43% of total Revenue. Revenue ex-TAC declined 13% year-over-year, or 11% at constant currency, to $74 million and represented 40% of total Revenue ex-TAC.
•In EMEA, Revenue declined 10% year-over-year, or 13% at constant currency, to $168 million and represented 36% of total Revenue. Revenue ex-TAC declined 14% year-over-year, or 17% at constant currency, to $71 million and represented 38% of total Revenue ex-TAC.
•In Asia-Pacific, Revenue declined 20% year-over-year, or 21% at constant currency, to $98 million and represented 21% of total Revenue. Revenue ex-TAC declined 23% year-over-year, or 24% at constant currency, to $42 million and represented 22% of total Revenue ex-TAC.
Net Income and Adjusted Net Income
Net income decreased 74% year-over-year to $5 million (Q3 2019: $21 million). Net income margin as a percentage of revenue was 1% (Q3 2019: 4%). In the course of the third quarter 2020, we incurred $12 million in restructuring related and transformation costs. Net income available to shareholders of Criteo S.A. decreased 72% year-over-year to $5 million, or $0.09 per share on a diluted basis (Q3 2019: $19 million, or $0.28 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 and deferred price consideration, restructuring related and transformation costs and the tax impact of these adjustments, decreased 31% year-over-year to $24 million, or $0.40 per share on a diluted basis (Q3 2019: $35 million, or $0.54 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA decreased 23% year-over-year, or 27% at constant currency, to $49 million (Q3 2019: $64 million), driven by the Revenue ex-TAC performance over the period, including the still meaningful impact of the COVID-19 pandemic, partly offset by effective expense management measures. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 27% (Q3 2019: 29%).
Operating expenses decreased 11% or $17 million, to $143 million (Q3 2019: $160 million), mostly driven by lower headcount-related expense and disciplined expense management across the Company. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring related and transformation costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, decreased 15% or $21 million, to $117 million (Q3 2019: $138 million), largely driven by lower headcount and robust expense management across the Company.
The Company intends to manage its expense base in a disciplined way, while also investing in growth and innovation.
2
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities increased 18% year-over-year to $51 million (Q3 2019: $43 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, increased 98% to $38 million (Q3 2019: $19 million), representing 77% of Adjusted EBITDA for the third quarter (Q3 2019: 30%) and 66% for the first nine months 2020 (9 months 2019: 44%).
Cash and cash equivalents increased $208 million compared to December 31, 2019 to $627 million, after spending $44 million on share repurchases in the first nine months 2020, and preemptively drawing $158 million of the Company's €350 million Revolving Credit Facility (RCF) in the second quarter.
The Company had financial liquidity in excess of $870 million, including its cash position and RCF as of September 30, 2020.
Business Outlook
The following forward-looking statements reflect Criteo’s expectations as of October 28, 2020.
As of now, we continue to see a significant impact to our business related to the pandemic, continued economic uncertainty, customer demand and supply chain logistics of our clients.
Fourth quarter 2020 guidance:
•We expect Revenue ex-TAC to be between $223 million and $230 million, implying constant-currency decline of approximately 15% at the midpoint.
◦Assumes less concentrated peak Holiday Season compared to prior years
◦Assumes continued slow rebound in our Travel and Classifieds verticals
◦Assumes $17M negative impact from Privacy headwinds in the fourth quarter
•We expect Adjusted EBITDA to be between $81 million and $88 million.
The above guidance for the fourth quarter ending December 31, 2020, assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.882, a U.S. dollar-Japanese Yen rate of 107, a U.S. dollar-British pound rate of 0.79, a U.S. dollar-Korean Won rate of 1,196 and a U.S. dollar-Brazilian real rate of 5.23.
The above guidance assumes no acquisitions are completed during the fourth quarter ending December 31, 2020.
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 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 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.
3
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration.
During the period, we have broadened the definition of Adjusted EBITDA to exclude costs related to restructuring and transformation costs, in addition to restructuring charges previously excluded. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring 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, acquisition-related costs and deferred price consideration, 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 is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.
Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.
Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.
4
Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including projected financial results for the quarter ending December 31, 2020, 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, 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 March 2, 2020, 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 is having 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 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.
5
Conference Call Information
Criteo’s senior management team will discuss the Company’s earnings and provide a strategic update on a call that will take place today, October 28, 2020, at 8:00 AM EDT, 1:00 PM CEST. The conference call will be webcast live on the Company’s website http://ir.criteo.com and will be available for replay.
Please ask to be joined into the "Criteo S.A." call.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company powering the world’s marketers with trusted and impactful advertising. 2,600 Criteo team members partner with over 20,000 customers and thousands of publishers around the globe to deliver effective advertising across all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to better know and serve their customers. For more information, please visit www.criteo.com.
Contacts
Criteo Investor Relations
Edouard Lassalle, SVP, Market Relations & Capital Markets, e.lassalle@criteo.com
Jessica Meyers, Director, Public Relations, Americas, j.meyers@criteo.com
Financial information to follow
6
CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)
December 31, 2019
September 30, 2020
Assets
Current assets:
Cash and cash equivalents
$
418,763
$
626,744
Trade receivables, net of allowances of $16.1 million and $38.3 million at December 31, 2019 and September 30, 2020, respectively
481,732
335,583
Income taxes
21,817
11,422
Other taxes
60,924
58,123
Other current assets
17,225
19,278
Total current assets
1,000,461
1,051,150
Property, plant and equipment, net
194,161
195,679
Intangible assets, net
86,886
78,340
Goodwill
317,100
319,595
Right of Use Asset - operating lease
142,044
120,283
Marketable securities
—
23,416
Non-current financial assets
21,747
20,174
Deferred tax assets
27,985
34,731
Total non-current assets
789,923
792,218
Total assets
$
1,790,384
$
1,843,368
Liabilities and shareholders' equity
Current liabilities:
Trade payables
$
390,277
$
293,480
Contingencies
6,385
960
Income taxes
3,422
276
Financial liabilities - current portion
3,636
167,033
Lease liability - operating - current portion
45,853
48,691
Other taxes
50,099
45,998
Employee - related payables
74,781
68,709
Other current liabilities
35,886
43,299
Total current liabilities
610,339
668,446
Deferred tax liabilities
9,272
8,439
Retirement benefit obligation
8,485
10,634
Financial liabilities - non-current portion
769
44
Lease liability - operating - non-current portion
117,988
90,560
Other non-current liabilities
5,543
3,333
Total non-current liabilities
142,057
113,010
Total liabilities
752,396
781,456
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 66,197,181 and 66,083,172 shares authorized, issued and outstanding at December 31, 2019 and September 30, 2020, respectively.
2,158
2,155
Treasury stock, 3,903,673 and 5,989,258 shares at cost as of December 31, 2019 and September 30, 2020, respectively.
(74,900)
(92,450)
Additional paid-in capital
668,389
685,841
Accumulated other comprehensive loss
(40,105)
(19,658)
Retained earnings
451,725
452,932
Equity - attributable to shareholders of Criteo S.A.
1,007,267
1,028,820
Non-controlling interests
30,721
33,092
Total equity
1,037,988
1,061,912
Total equity and liabilities
$
1,790,384
$
1,843,368
7
CRITEO S.A. Consolidated Statement of Income (U.S. dollars in thousands, except share and per share data, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Revenue
$
522,606
$
470,345
(10)
%
$
1,608,876
$
1,411,335
(12)
%
Cost of revenue
Traffic acquisition cost
(301,901)
(284,401)
(6)
%
(928,559)
(839,463)
(10)
%
Other cost of revenue
(31,101)
(34,608)
11
%
(86,205)
(102,328)
19
%
Gross profit
189,604
151,336
(20)
%
594,112
469,544
(21)
%
Operating expenses:
Research and development expenses
(41,414)
(30,954)
(25)
%
(132,006)
(99,716)
(24)
%
Sales and operations expenses
(85,985)
(83,659)
(3)
%
(277,397)
(244,414)
(12)
%
General and administrative expenses
(32,835)
(28,672)
(13)
%
(102,372)
(83,772)
(18)
%
Total Operating expenses
(160,234)
(143,285)
(11)
%
(511,775)
(427,902)
(16)
%
Income from operations
29,370
8,051
(73)
%
82,337
41,642
(49)
%
Financial expense
(900)
(491)
(45)
%
(4,228)
(1,828)
(57)
%
Income before taxes
28,470
7,560
(73)
%
78,109
39,814
(49)
%
Provision for income taxes
(7,913)
(2,267)
(71)
%
(23,614)
(11,943)
(49)
%
Net Income
$
20,557
$
5,293
(74)
%
$
54,495
$
27,871
(49)
%
Net income available to shareholders of Criteo S.A.
$
18,778
$
5,227
(72)
%
$
48,721
$
26,402
(46)
%
Net income available to non-controlling interests
$
1,779
$
66
(96)
%
$
5,774
$
1,469
(75)
%
Weighted average shares outstanding used in computing per share amounts:
Basic
64,868,545
60,080,598
64,600,869
61,059,345
Diluted
66,067,045
61,027,795
65,916,219
61,644,827
Net income allocated to shareholders per share:
Basic
$
0.29
$
0.09
(69)
%
$
0.75
$
0.43
(43)
%
Diluted
$
0.28
$
0.09
(68)
%
$
0.74
$
0.43
(42)
%
8
CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Net income
$
20,557
$
5,293
(74)
%
$
54,495
$
27,871
(49)
%
Non-cash and non-operating items
18,776
39,831
NM
72,735
105,742
45
%
- Amortization and provisions
19,455
24,680
27
%
57,381
79,631
39
%
- Equity awards compensation expense (1)
11,165
6,803
(39)
%
36,760
22,465
(39)
%
- Net gain or loss on disposal of non-current assets
—
591
NM
—
2,734
NM
- Change in deferred taxes
(2,710)
(80)
(97)
%
(1,374)
(7,697)
NM
- Change in income taxes
(9,309)
6,684
NM
(19,939)
7,411
NM
- Other
175
1,153
NM
(93)
1,198
NM
Changes in working capital related to operating activities
3,956
6,032
52
%
36,243
7,663
(79)
%
- (Increase) / Decrease in trade receivables
14,821
(4,177)
NM
120,164
122,529
2
%
- Increase / (Decrease) in trade payables
(4,415)
8,494
NM
(77,895)
(95,303)
22
%
- (Increase) / Decrease in other current assets
638
(2,762)
NM
2,150
2,288
6
%
- Increase / (Decrease) in other current liabilities
(10,177)
6,303
NM
(4,726)
(20,145)
NM
- Change in operating lease liabilities and right of use assets
3,089
(1,826)
NM
(3,450)
(1,706)
(51)
%
CASH FROM OPERATING ACTIVITIES
43,289
51,156
18
%
163,473
141,276
(14)
%
Acquisition of intangible assets, property, plant and equipment
(27,239)
(16,308)
(40)
%
(69,343)
(57,037)
(18)
%
Change in accounts payable related to intangible assets, property, plant and equipment
3,295
3,410
3
%
(11,077)
13,870
NM
(Payment for) disposal of a business, net of cash acquired (disposed)
106
(3)
NM
(4,582)
(3)
(100)
%
Change in other non-current financial assets
(165)
(280)
70
%
(1,349)
(20,629)
NM
CASH USED FOR INVESTING ACTIVITIES
(24,003)
(13,181)
(45)
%
(86,351)
(63,799)
(26)
%
Proceeds from borrowings under line-of-credit agreement
—
3,193
NM
—
157,503
NM
Repayment of borrowings
(167)
(12)
(93)
%
(506)
(181)
(64)
%
Proceeds from capital increase
725
117
(84)
%
638
101
(84)
%
Repurchase of treasury stocks
(17,603)
(10,554)
(40)
%
(17,603)
(43,655)
NM
Change in other financial liabilities
(928)
(1,083)
17
%
(1,167)
(2,010)
72
%
CASH (USED FOR) FROM FINANCING ACTIVITIES
(17,973)
(8,339)
(54)
%
(18,638)
111,758
NM
Effect of exchange rates changes on cash and cash equivalents
(14,188)
18,927
NM
(13,732)
18,746
NM
Net increase (decrease) in cash and cash equivalents
(12,875)
48,563
NM
44,752
207,981
NM
Net cash and cash equivalents at beginning of period
422,053
578,181
37
%
364,426
418,763
15
%
Net cash and cash equivalents at end of period
$
409,178
$
626,744
53
%
$
409,178
$
626,744
53
%
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds
$
(19,932)
$
4,337
NM
$
(44,927)
$
(12,229)
(73)
%
Cash paid for interest
$
(337)
$
(153)
(55)
%
$
(1,095)
$
(819)
(25)
%
(1) Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $10.8 million and $6.5 million of equity awards compensation expense for the quarter ended September 30, 2019 and 2020, respectively, and $35.7 million and $21.4 million of equity awards compensation for the nine months ended September 30, 2019 and 2020, respectively.
9
CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
CASH FROM OPERATING ACTIVITIES
$
43,289
$
51,156
18
%
$
163,473
$
141,276
(14)
%
Acquisition of intangible assets, property, plant and equipment
(27,239)
(16,308)
(40)
%
(69,343)
(57,037)
(18)
%
Change in accounts payable related to intangible assets, property, plant and equipment
3,295
3,410
3
%
(11,077)
13,870
NM
FREE CASH FLOW (1)
$
19,345
$
38,258
98
%
$
83,053
$
98,109
18
%
(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.
10
CRITEO S.A.
Reconciliation of Revenue ex-TAC by Region to Revenue by Region
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
Region
2019
2020
YoY Change
YoY Change at Constant Currency
2019
2020
YoY Change
YoY Change at Constant Currency
Revenue
Americas
$
213,937
$
204,618
(4)
%
(3)
%
$
645,904
$
582,037
(10)
%
(9)
%
EMEA
185,556
167,800
(10)
%
(13)
%
589,558
517,535
(12)
%
(12)
%
Asia-Pacific
123,113
97,927
(20)
%
(21)
%
373,414
311,763
(17)
%
(17)
%
Total
522,606
470,345
(10)
%
(11)
%
1,608,876
1,411,335
(12)
%
(12)
%
Traffic acquisition costs
Americas
(129,047)
(130,756)
1
%
3
%
(390,083)
(366,095)
(6)
%
(5)
%
EMEA
(103,899)
(97,272)
(6)
%
(10)
%
(328,591)
(295,822)
(10)
%
(9)
%
Asia-Pacific
(68,955)
(56,373)
(18)
%
(19)
%
(209,885)
(177,546)
(15)
%
(16)
%
Total
(301,901)
(284,401)
(6)
%
(7)
%
(928,559)
(839,463)
(10)
%
(9)
%
Revenue ex-TAC (1)
Americas
84,890
73,862
(13)
%
(11)
%
255,821
215,942
(16)
%
(14)
%
EMEA
81,657
70,528
(14)
%
(17)
%
260,967
221,713
(15)
%
(14)
%
Asia-Pacific
54,158
41,554
(23)
%
(24)
%
163,529
134,217
(18)
%
(18)
%
Total
$
220,705
$
185,944
(16)
%
(16)
%
$
680,317
$
571,872
(16)
%
(15)
%
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region.
11
CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Net income
$
20,557
$
5,293
(74)
%
$
54,495
$
27,871
(49)
%
Adjustments:
Financial expense
900
491
(45)
%
4,228
1,828
(57)
%
Provision for income taxes
7,913
2,267
(71)
%
23,614
11,943
(49)
%
Equity awards compensation expense
11,770
6,803
(42)
%
40,043
22,465
(44)
%
Research and development
3,230
3,333
3
%
11,458
7,771
(32)
%
Sales and operations
4,398
3,190
(27)
%
16,292
8,380
(49)
%
General and administrative
4,142
280
(93)
%
12,293
6,314
(49)
%
Pension service costs
388
572
47
%
1,173
1,649
41
%
Research and development
188
286
52
%
572
824
44
%
Sales and operations
71
101
42
%
214
291
36
%
General and administrative
129
185
43
%
387
534
38
%
Depreciation and amortization expense
22,388
21,752
(3)
%
62,999
66,098
5
%
Cost of revenue
12,193
14,712
21
%
32,175
40,581
26
%
Research and development (1)
4,249
1,721
(59)
%
11,260
9,029
(20)
%
Sales and operations
4,178
4,176
—
%
14,151
12,737
(10)
%
General and administrative
1,768
1,143
(35)
%
5,413
3,751
(31)
%
Acquisition-related costs
—
112
NM
—
112
NM
General and administrative
—
112
NM
—
112
NM
Restructuring related and transformation costs (2)
303
12,181
NM
2,921
15,606
NM
Research and development
172
1,985
NM
296
3,493
NM
Sales and operations
131
5,357
NM
2,196
6,793
NM
General and administrative
—
4,839
NM
429
5,320
NM
Total net adjustments
43,662
44,178
1
%
134,978
119,701
(11)
%
Adjusted EBITDA (3)
$
64,219
$
49,471
(23)
%
$
189,473
$
147,572
(22)
%
(1) For the Nine Months Ended September 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).
(2) For the Three Months Ended and the Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
2019
2020
(Gain) from forfeitures of share-based compensation awards
(606)
—
(3,284)
—
Depreciation and amortization expense
—
—
1,228
—
Facilities and impairment related costs
—
7,023
1,647
8,817
Payroll related costs
909
2,858
3,330
4,489
Consulting costs related to transformation
—
2,300
—
2,300
Total restructuring related and transformation costs
303
12,181
2,921
15,606
For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.
(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, restructuring related and transformation costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring related and transformation 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.
12
CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Research and Development expenses
$
(41,414)
$
(30,954)
(25)
%
$
(132,006)
$
(99,716)
(24)
%
Equity awards compensation expense
3,230
3,333
3
%
11,458
7,771
(32)
%
Depreciation and Amortization expense (1)
4,249
1,721
(59)
%
11,260
9,029
(20)
%
Pension service costs
188
286
52
%
572
824
44
%
Restructuring related and transformation costs (2)
172
1,985
NM
296
3,493
NM
Non GAAP - Research and Development expenses
(33,575)
(23,629)
(30)
%
(108,420)
(78,599)
(28)
%
Sales and Operations expenses
(85,985)
(83,659)
(3)
%
(277,397)
(244,414)
(12)
%
Equity awards compensation expense
4,398
3,190
(27)
%
16,292
8,380
(49)
%
Depreciation and Amortization expense
4,178
4,176
—
%
14,151
12,737
(10)
%
Pension service costs
71
101
42
%
214
291
36
%
Restructuring related and transformation costs (2)
131
5,357
NM
2,196
6,793
NM
Non GAAP - Sales and Operations expenses
(77,207)
(70,835)
(8)
%
(244,544)
(216,213)
(12)
%
General and Administrative expenses
(32,835)
(28,672)
(13)
%
(102,372)
(83,772)
(18)
%
Equity awards compensation expense
4,142
280
(93)
%
12,293
6,314
(49)
%
Depreciation and Amortization expense
1,768
1,143
(35)
%
5,413
3,751
(31)
%
Pension service costs
129
185
43
%
387
534
38
%
Acquisition related costs
—
112
NM
—
112
NM
Restructuring related and transformation costs (2)
—
4,839
NM
429
5,320
NM
Non GAAP - General and Administrative expenses
(26,796)
(22,113)
(17)
%
(83,850)
(67,741)
(19)
%
Total Operating expenses
(160,234)
(143,285)
(11)
%
(511,775)
(427,902)
(16)
%
Equity awards compensation expense
11,770
6,803
(42)
%
40,043
22,465
(44)
%
Depreciation and Amortization expense (1)
10,195
7,040
(31)
%
30,824
25,517
(17)
%
Pension service costs
388
572
47
%
1,173
1,649
41
%
Acquisition-related costs
—
112
NM
—
112
NM
Restructuring related and transformation costs (2)
303
12,181
NM
2,921
15,606
NM
Total Non GAAP Operating expenses (3)
$
(137,578)
$
(116,577)
(15)
%
$
(436,814)
$
(362,553)
(17)
%
(1) For the Nine Months Ended September 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).
(2)For the Three Months Ended and the Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
2019
2020
(Gain) from forfeitures of share-based compensation awards
(606)
—
(3,284)
—
Depreciation and amortization expense
—
—
1,228
—
Facilities and impairment related costs
—
7,023
1,647
8,817
Payroll related costs
909
2,858
3,330
4,489
Consulting costs related to transformation
—
2,300
—
2,300
Total restructuring related and transformation costs
303
12,181
2,921
15,606
For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.
(3) We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community.
13
CRITEO S.A.
Detailed Information on Selected Items
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Equity awards compensation expense
Research and development
$
3,230
$
3,333
3
%
$
11,458
$
7,771
(32)
%
Sales and operations
4,398
3,190
(27)
%
16,292
8,380
(49)
%
General and administrative
4,142
280
(93)
%
12,293
6,314
(49)
%
Total equity awards compensation expense
11,770
6,803
(42)
%
40,043
22,465
(44)
%
Pension service costs
Research and development
188
286
52
%
572
824
44
%
Sales and operations
71
101
42
%
214
291
36
%
General and administrative
129
185
43
%
387
534
38
%
Total pension service costs
388
572
47
%
1,173
1,649
41
%
Depreciation and amortization expense
Cost of revenue
12,193
14,712
21
%
32,175
40,581
26
%
Research and development (1)
4,249
1,721
(59)
%
11,260
9,029
(20)
%
Sales and operations
4,178
4,176
—
%
14,151
12,737
(10)
%
General and administrative
1,768
1,143
(35)
%
5,413
3,751
(31)
%
Total depreciation and amortization expense
22,388
21,752
(3)
%
62,999
66,098
5
%
Acquisition-related costs
General and administrative
—
112
NM
—
112
NM
Total acquisition-related costs
—
112
NM
—
112
NM
Restructuring related and transformation costs (2)
Research and development
172
1,985
NM
296
3,493
NM
Sales and operations
131
5,357
NM
2,196
6,793
NM
General and administrative
—
4,839
NM
429
5,320
NM
Total restructuring related and transformation costs
$
303
$
12,181
NM
$
2,921
$
15,606
NM
(1) For the Nine Months Ended September 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).
(2)For the Three Months Ended and the Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
2019
2020
(Gain) from forfeitures of share-based compensation awards
(606)
—
(3,284)
—
Depreciation and amortization expense
—
—
1,228
—
Facilities and impairment related costs
—
7,023
1,647
8,817
Payroll related costs
909
2,858
3,330
4,489
Consulting costs related to transformation
—
2,300
—
2,300
Total restructuring related and transformation costs
303
12,181
2,921
15,606
For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.
14
CRITEO S.A.
Reconciliation of Adjusted Net Income to Net Income
(U.S. dollars in thousands except share and per share data, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Net income
$
20,557
$
5,293
(74)
%
$
54,495
$
27,871
(49)
%
Adjustments:
Equity awards compensation expense
11,770
6,803
(42)
%
40,043
22,465
(44)
%
Amortization of acquisition-related intangible assets (1)
5,456
2,899
(47)
%
16,393
12,594
(23)
%
Acquisition-related costs
—
112
NM
—
112
NM
Restructuring related and transformation costs (2)
303
12,181
NM
2,921
15,606
NM
Tax impact of the above adjustments
(2,640)
(2,986)
13
%
(7,971)
(5,611)
(30)
%
Total net adjustments
14,889
19,009
28
%
51,386
45,166
(12)
%
Adjusted net income (3)
$
35,446
$
24,302
(31)
%
$
105,881
$
73,037
(31)
%
Weighted average shares outstanding
- Basic
64,868,545
60,080,598
64,600,869
61,059,345
- Diluted
66,067,045
61,027,795
65,916,219
61,644,827
Adjusted net income per share
- Basic
$
0.55
$
0.40
(27)
%
$
1.64
$
1.20
(27)
%
- Diluted
$
0.54
$
0.40
(26)
%
$
1.61
$
1.18
(27)
%
(1) For the Nine Months Ended September 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).
(2) For the Three Months Ended and the Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
2019
2020
(Gain) from forfeitures of share-based compensation awards
(606)
—
(3,284)
—
Depreciation and amortization expense
—
—
1,228
—
Facilities and impairment related costs
—
7,023
1,647
8,817
Payroll related costs
909
2,858
3,330
4,489
Consulting costs related to transformation
—
2,300
—
2,300
Total restructuring related and transformation costs
303
12,181
2,921
15,606
For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.
(3) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs, acquisition-related costs and deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring 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.
15
CRITEO S.A.
Constant Currency Reconciliation
(U.S. dollars in thousands, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2019
2020
YoY Change
2019
2020
YoY Change
Revenue as reported
$
522,606
$
470,345
(10)
%
$
1,608,876
$
1,411,335
(12)
%
Conversion impact U.S. dollar/other currencies
(3,800)
11,732
Revenue at constant currency(1)
522,606
466,545
(11)
%
1,608,876
1,423,067
(12)
%
Traffic acquisition costs as reported
(301,901)
(284,401)
(6)
%
(928,559)
(839,463)
(10)
%
Conversion impact U.S. dollar/other currencies
2,183
(6,473)
Traffic Acquisition Costs at constant currency(1)
(301,901)
(282,218)
(7)
%
(928,559)
(845,936)
(9)
%
Revenue ex-TAC as reported(2)
220,705
185,944
(16)
%
680,317
571,872
(16)
%
Conversion impact U.S. dollar/other currencies
(1,617)
5,259
Revenue ex-TAC at constant currency(2)
220,705
184,327
(16)
%
680,317
577,131
(15)
%
Revenue ex-TAC(2)/Revenue as reported
42
%
40
%
42
%
41
%
Other cost of revenue as reported
(31,101)
(34,608)
11
%
(86,205)
(102,328)
19
%
Conversion impact U.S. dollar/other currencies
(303)
(1,271)
Other cost of revenue at constant currency(1)
(31,101)
(34,911)
12
%
(86,205)
(103,599)
20
%
Adjusted EBITDA(3)
64,219
49,471
(23)
%
189,473
147,572
(22)
%
Conversion impact U.S. dollar/other currencies
(2,399)
(182)
Adjusted EBITDA(3) at constant currency(1)
$
64,219
$
47,072
(27)
%
$
189,473
$
147,390
(22)
%
Adjusted EBITDA(3)/Revenue ex-TAC(2)
29
%
27
%
28
%
26
%
(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.
(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC 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.
16
CRITEO S.A.
Information on Share Count
(unaudited)
Nine Months Ended
September 30,
2019
2020
Shares outstanding as at January 1,
64,249,084
62,293,508
Weighted average number of shares issued during the period
Shares issued as at September 30, before Treasury stocks
66,173,983
66,083,172
Treasury stock as of September 30,
(1,807,251)
(5,989,258)
Shares outstanding as of September 30, after Treasury stocks
64,366,732
60,093,914
Total dilutive effect of share options, warrants, employee warrants
8,494,732
7,581,847
Fully diluted shares as at September 30,
72,861,464
67,675,761
17
CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)
Q3 2018
Q4 2018
Q1 2019
Q2 2019
Q3 2019
Q4 2019
Q1 2020
Q2 2020
Q3 2020
YoY Change
QoQ Change
Clients
19,213
19,419
19,373
19,733
19,971
20,247
20,360
20,359
20,565
3%
1%
Revenue
528,869
670,096
558,123
528,147
522,606
652,640
503,376
437,614
470,345
(10)%
7%
Americas
211,247
317,350
217,993
213,974
213,937
306,250
191,745
185,674
204,618
(4)%
10%
EMEA
195,230
220,904
209,643
194,359
185,556
216,639
190,114
159,621
167,800
(10)%
5%
APAC
122,392
131,842
130,487
119,814
123,113
129,751
121,517
92,319
97,927
(20)%
6%
TAC
(305,387)
(398,238)
(322,429)
(304,229)
(301,901)
(386,388)
(297,364)
(257,698)
(284,401)
(6)%
10%
Americas
(126,406)
(196,168)
(131,545)
(129,491)
(129,047)
(189,092)
(120,022)
(115,317)
(130,756)
1%
13%
EMEA
(111,131)
(128,053)
(117,291)
(107,401)
(103,899)
(124,939)
(108,397)
(90,153)
(97,272)
(6)%
8%
APAC
(67,850)
(74,017)
(73,593)
(67,337)
(68,955)
(72,357)
(68,945)
(52,228)
(56,373)
(18)%
8%
Revenue ex-TAC (1)
223,482
271,858
235,694
223,918
220,705
266,252
206,012
179,916
185,944
(16)%
3%
Americas
84,841
121,182
86,448
84,483
84,890
117,158
71,723
70,357
73,862
(13)%
5%
EMEA
84,099
92,851
92,352
86,958
81,657
91,700
81,717
69,468
70,528
(14)%
2%
APAC
54,542
57,825
56,894
52,477
54,158
57,394
52,572
40,091
41,554
(23)%
4%
Cash flow from operating activities
50,256
85,600
67,220
52,964
43,289
59,359
56,743
33,377
51,156
18%
53%
Capital expenditures
29,656
45,408
23,684
32,792
23,944
17,520
11,737
18,532
12,898
(46)%
(30)%
Capital expenditures/Revenue
6%
7%
4%
6%
5%
3%
2%
4%
3%
N.A
N.A
Net cash position
458,690
364,426
395,771
422,053
409,178
418,763
436,506
578,181
626,744
53%
8%
Headcount
2,737
2,744
2,813
2,873
2,794
2,755
2,701
2,685
2,636
(6)%
(2)%
Days Sales Outstanding (days - end of month)
60
58
59
58
57
52
62
61
62
N.A
N.A
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region.