CRITEO REPORTS STRONG FIRST QUARTER 2021 FINANCIAL RESULTS
Q1 Revenue ex-TAC and Adjusted EBITDA Above Guidance
Criteo Announces Investor Day for June 3, 2021
NEW YORK - May 5, 2021 - 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 first quarter ended March 31, 2021 that exceeded the Company's quarterly guidance.
First Quarter 2021 Financial Highlights:
The following table summarizes our consolidated financial results for the three months ended March 31, 2021 and 2020:
Three Months Ended
March 31,
2021
2020
YoY Change
(in millions, except EPS data)
GAAP Results
Revenue
$
541
$
503
7
%
Net Income
$
23
$
16
43
%
Diluted EPS
$
0.35
$
0.25
40
%
Cash from operating activities
$
77
$
57
36
%
Net cash position
$
520
$
437
19
%
Non-GAAP Results1
Revenue ex-TAC
$
213
$
206
4
%
Revenue ex-TAC margin
39
%
41
%
(2)
%
Adjusted EBITDA
$
76
$
59
28
%
Adjusted diluted EPS
$
0.67
$
0.52
29
%
Free Cash Flow (FCF)
$
64
$
45
41
%
FCF / Adjusted EBITDA
84
%
76
%
8
%
Megan Clarken, Chief Executive Officer of Criteo, said, "Our commitments to deliver measurable results for our customers, our growth investments and our consistent focus on execution and productivity enabled us to deliver strong top line and margin."
Q1 2021 Operating Highlights
•New solutions grew 60% year-over-year at constant currency2 to 21% of total Revenue ex-TAC.
•Retail Media revenue grew 69% year-over-year at constant currency2 and Retail Media Revenue ex-TAC grew 122% at constant currency2. Same-client revenue3 for Retail Media grew 61% and same-client Revenue ex-TAC3 for Retail Media increased 89% year-over-year.
•Criteo launched its contextual advertising solution, a first-of-its-kind product that connects first-party commerce data with real-time contextual signals, paving the way for marketers to continue to drive and measure incremental revenue in a post-cookie world.
•Same-client revenue3 increased 8% year-over-year, accelerating vs. Q4 2020, and same-client Revenue ex-TAC3 increased 3% year-over-year at constant currency2.
•We added over 120 net new live clients in Q1 2021 and closed the quarter with 20,626 clients4.
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.
2Constant 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.
3Same-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.
4Our client metric, which is a lagging indicator counting all clients that have been live over the preceding 12 months, in Q1 2021 reflected the annualized impact of client churn that peaked in Q2 2020 when COVID started to impact the global economy.
1
Financial Summary
Revenue for Q1 2021 was $541 million and Revenue ex-TAC was $213 million. Adjusted EBITDA for the quarter was $76 million, resulting in an adjusted diluted EPS of $0.67. At constant currency, Q1 2021 Revenue increased by 4% and Revenue ex-TAC increased by 0.5%. Excluding the estimated $18 million incremental impact of the pandemic, we estimate that Revenue ex-TAC increased about 9% in Q1 2021. Free Cash Flow was $64 million in Q1 2021, up 41% year-over-year. Free Cash Flow conversion was 84% of Adjusted EBITDA in Q1 2021, representing the highest quarterly level for the past 21 quarters. We had $566 million in cash and marketable securities on our balance sheet at the end of Q1 2021.
Sarah Glickman, Chief Financial Officer, said, "We are on track to achieve about 50% growth from our new solutions in 2021, and excited to deliver value to newly signed customers in Retail Media and for our newly launched Contextual advertising product."
Revenue and Revenue ex-TAC
Revenue increased by 7% year-over-year in Q1 2021, or 4% at constant currency, to $541 million (Q1 2020: $503 million). Revenue ex-TAC in the quarter increased 4% year-over-year, or 0.5% at constant currency, to $213 million (Q1 2020: $206 million), after an approximately $18 million net negative impact from the COVID-19 disruption incremental to 2020, or approximately 9 points of year-over-over growth at constant currency. Good performance of retargeting, driven by our retail clients, stellar performance of Retail Media and continued growth of our Audience Targeting and Omnichannel solutions offset Q1 2021 COVID-19 pandemic impact, in particular on our travel clients. Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 39% (Q1 2020: 41%).
•In the Americas, Revenue increased 6% year-over-year, or 8% at constant currency, to $204 million and represented 38% of total Revenue. Revenue ex-TAC increased 6% year-over-year, or 8% at constant currency, to $76 million and represented 36% of total Revenue ex-TAC.
•In EMEA, Revenue increased 12% year-over-year, or 4% at constant currency, to $212 million and represented 39% of total Revenue. Revenue ex-TAC increased 5% year-over-year, or decreased 2% at constant currency, to $85 million and represented 40% of total Revenue ex-TAC.
•In Asia-Pacific, Revenue increased 3% year-over-year, or declined 1% at constant currency, to $125 million and represented 23% of total Revenue. Revenue ex-TAC declined 2% year-over-year, or 5% at constant currency, to $52 million and represented 24% of total Revenue ex-TAC.
Net Income and Adjusted Net Income
Net income increased 43% year-over-year in Q1 2021 to $23 million (Q1 2020: $16 million). Net income margin as a percentage of revenue was 4% (Q1 2020: 3%). In the quarter, we incurred $12 million in restructuring related and transformation costs. Net income available to shareholders of Criteo S.A. increased 45% year-over-year to $22 million, or $0.35 per share on a diluted basis (Q1 2020: $15 million, or $0.25 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, restructuring related and transformation costs and the tax impact of these adjustments, increased 35% year-over-year to $43 million, or $0.67 per share on a diluted basis (Q1 2020: $32 million, or $0.52 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA increased 28% year-over-year, or 21% at constant currency, to $76 million (Q1 2020: $59 million), driven by the Revenue ex-TAC performance over the period and effective cost discipline balanced with investments in our growth areas. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 36% (Q1 2020: 29%).
Operating expenses decreased by 3% or $4 million, to $144 million (Q1 2020: $148 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, and depreciation and amortization, which we refer to as Non-GAAP Operating Expenses, decreased 6% or $8 million, to $118 million (Q1 2020: $126 million), largely driven by lower headcount and effective cost discipline, after investing in the growth areas of the Company.
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities increased 36% year-over-year to $77 million (Q1 2020: $57 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 41% to $64 million (Q1 2020: $45 million), or 84% of Adjusted EBITDA (Q1 2020: 76%), driven by our Adjusted EBITDA performance over the period and positive working capital.
2
Cash and cash equivalents increased $32 million compared to December 31, 2020 to $520 million, after spending $5 million on share repurchases in the first quarter 2021.
As of March 31, 2021, the Company had total financial liquidity of approximately $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 May 5, 2021.
Second quarter 2021 guidance:
•We expect Revenue ex-TAC to be approximately $208 million, translating into constant-currency growth of about 14% year-over-year.
•We expect Adjusted EBITDA to be approximately $60 million.
Fiscal year 2021 guidance:
•We maintain our target of low to mid-single digit growth in Revenue ex-TAC at constant-currency.
•We maintain our expectation of an Adjusted EBITDA margin above 30% of Revenue ex-TAC.
The above guidance for the second 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 0.847, a U.S. dollar-Japanese Yen rate of 108, a U.S. dollar-British pound rate of 0.746, a U.S. dollar-Korean Won rate of 1,150 and a U.S. dollar-Brazilian real rate of 5.70.
The above guidance assumes no acquisitions are completed during the second quarter ending June 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.
Investor Day 2021
Criteo will hold a virtual investor day on Thursday, June 3rd, 2021. More details will be provided ahead of the event, which will be webcast live, on the Company’s Investor Relations website http://ir.criteo.com.
3
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
4
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 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 on a call that will take place today, May 5, 2021, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company’s website http://ir.criteo.com and will be available for replay.
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. 2,500 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)
March 31, 2021
December 31, 2020
Assets
Current assets:
Cash and cash equivalents
$
520,060
$
488,011
Trade receivables, net of allowances of $38.7 million and $39.9 million at March 31, 2021 and December 31, 2020, respectively
416,910
474,055
Income taxes
12,750
11,092
Other taxes
69,692
69,987
Other current assets
22,494
21,405
Marketable Securities - current portion
17,586
—
Total current assets
1,059,492
1,064,550
Property, plant and equipment, net
168,036
189,505
Intangible assets, net
79,440
79,744
Goodwill
322,821
325,805
Right of Use Asset - operating lease
96,266
114,012
Marketable securities - non current portion
28,281
41,809
Non-current financial assets
14,788
18,109
Deferred tax assets
13,511
19,876
Total non-current assets
723,143
788,860
Total assets
$
1,782,635
$
1,853,410
Liabilities and shareholders' equity
Current liabilities:
Trade payables
$
347,209
$
367,025
Contingencies
1,773
2,250
Income taxes
1,201
2,626
Financial liabilities - current portion
2,114
2,889
Lease liability - operating - current portion
44,501
48,388
Other taxes
56,192
58,491
Employee - related payables
71,450
85,272
Other current liabilities
32,693
33,390
Total current liabilities
557,133
600,331
Deferred tax liabilities
4,066
5,297
Retirement benefit obligation
5,621
6,167
Financial liabilities - non-current portion
371
386
Lease liability - operating - non-current portion
61,874
83,007
Other non-current liabilities
9,807
5,535
Total non-current liabilities
81,739
100,392
Total liabilities
638,872
700,723
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 66,391,906 and 66,272,106 shares authorized, issued and outstanding at March 31, 2021 and December 31, 2020, respectively.
2,164
2,161
Treasury stock, 5,597,601 and 5,632,536 shares at cost as of March 31, 2021 and December 31, 2020, respectively.
(87,263)
(85,570)
Additional paid-in capital
702,022
693,164
Accumulated other comprehensive income (loss)
(17,825)
16,028
Retained earnings
510,528
491,359
Equity - attributable to shareholders of Criteo S.A.
1,109,626
1,117,142
Non-controlling interests
34,137
35,545
Total equity
1,143,763
1,152,687
Total equity and liabilities
$
1,782,635
$
1,853,410
7
CRITEO S.A. Consolidated Statement of Income (U.S. dollars in thousands, except share and per share data, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Revenue
$
541,077
$
503,376
7
%
Cost of revenue
Traffic acquisition cost
(327,667)
(297,364)
10
%
Other cost of revenue
(34,712)
(33,806)
3
%
Gross profit
178,698
172,206
4
%
Operating expenses:
Research and development expenses
(31,697)
(37,515)
(16)
%
Sales and operations expenses
(79,354)
(84,974)
(7)
%
General and administrative expenses
(33,428)
(25,915)
29
%
Total Operating expenses
(144,479)
(148,404)
(3)
%
Income from operations
34,219
23,802
44
%
Financial expense
(718)
(334)
NM
Income before taxes
33,501
23,468
43
%
Provision for income taxes
(10,051)
(7,040)
43
%
Net Income
$
23,450
$
16,428
43
%
Net income available to shareholders of Criteo S.A.
$
22,406
$
15,459
45
%
Net income available to non-controlling interests
$
1,044
$
969
8
%
Weighted average shares outstanding used in computing per share amounts:
Basic
60,741,674
61,691,001
Diluted
64,077,409
62,125,582
Net income allocated to shareholders per share:
Basic
$
0.37
$
0.25
48
%
Diluted
$
0.35
$
0.25
40
%
8
CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Net income
$
23,450
$
16,428
43
%
Non-cash and non-operating items
30,017
32,828
(9)
%
- Amortization and provisions
17,225
27,044
(36)
%
- Equity awards compensation expense (1)
7,215
8,502
(15)
%
- Net gain or (loss) on disposal of non-current assets
3,945
2,266
74
%
- Change in deferred taxes
4,998
(2,678)
NM
- Change in income taxes
(3,379)
(2,329)
45
%
- Other
13
23
(43)
%
Changes in working capital related to operating activities
23,895
7,487
NM
- (Increase) / Decrease in trade receivables
47,226
99,388
(52)
%
- Increase / (Decrease) in trade payables
(10,640)
(81,679)
(87)
%
- (Increase) / Decrease in other current assets
(5,050)
(10,398)
(51)
%
- Increase / (Decrease) in other current liabilities
(4,527)
(945)
NM
- Change in operating lease liabilities and right of use assets
(3,114)
1,121
NM
CASH FROM OPERATING ACTIVITIES
77,362
56,743
36
%
Acquisition of intangible assets, property, plant and equipment
(11,953)
(11,258)
6
%
Change in accounts payable related to intangible assets, property, plant and equipment
(1,827)
(479)
NM
Change in other non-current financial assets
(3,252)
889
NM
CASH USED FOR INVESTING ACTIVITIES
(17,032)
(10,848)
57
%
Repayment of borrowings
(182)
(170)
7
%
Proceeds from capital increase
2,074
4
NM
Repurchase of treasury stocks
(4,930)
(18,241)
(73)
%
Change in other financial liabilities
(378)
(354)
7
%
CASH USED FOR FINANCING ACTIVITIES
(3,416)
(18,761)
(82)
%
Effect of exchange rates changes on cash and cash equivalents
(24,865)
(9,391)
NM
Net increase (decrease) in cash and cash equivalents
32,049
17,743
81
%
Net cash and cash equivalents at beginning of period
488,011
418,763
17
%
Net cash and cash equivalents at end of period
$
520,060
$
436,506
19
%
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds
$
(8,432)
$
(12,047)
(30)
%
Cash paid for interest
$
(367)
$
(349)
5
%
(1) Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $6.8 million and $8.1 million of equity awards compensation expense for the quarter ended March 31, 2021 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
March 31,
2021
2020
YoY Change
CASH FROM OPERATING ACTIVITIES
$
77,362
$
56,743
36
%
Acquisition of intangible assets, property, plant and equipment
(11,953)
(11,258)
6
%
Change in accounts payable related to intangible assets, property, plant and equipment
(1,827)
(479)
NM
FREE CASH FLOW (1)
$
63,582
$
45,006
41
%
(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 to Revenue
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
Region
2021
2020
YoY Change
YoY Change at Constant Currency
Revenue
Americas
$
203,900
$
191,745
6
%
8
%
EMEA
212,096
190,114
12
%
4
%
Asia-Pacific
125,081
121,517
3
%
(1)
%
Total
541,077
503,376
7
%
4
%
Traffic acquisition costs (1)
Americas
(127,628)
(120,022)
6
%
7
%
EMEA
(126,648)
(108,397)
17
%
9
%
Asia-Pacific
(73,391)
(68,945)
6
%
2
%
Total
(327,667)
(297,364)
10
%
7
%
Revenue ex-TAC (1)
Americas
76,272
71,723
6
%
8
%
EMEA
85,448
81,717
5
%
(2)
%
Asia-Pacific
51,690
52,572
(2)
%
(5)
%
Total
$
213,410
$
206,012
4
%
0.5
%
Three Months Ended
March 31,
Solution
2021
2020
YoY Change
YoY Change at Constant Currency
Revenue
Marketing Solutions
$
483,190
$
469,773
3
%
(0.5)
%
Retail Media (2)
57,887
33,603
72
%
69
%
Total
541,077
503,376
7
%
4
%
Traffic acquisition costs (1)
Marketing Solutions
(290,873)
(273,057)
7
%
3
%
Retail Media (2)
(36,794)
(24,307)
51
%
49
%
Total
(327,667)
(297,364)
10
%
7
%
Revenue ex-TAC (1)
Marketing Solutions
192,317
196,716
(2)
%
(5)
%
Retail Media (2)
21,093
9,296
127
%
122
%
Total
$
213,410
$
206,012
4
%
0.5
%
(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.
11
CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Net income
$
23,450
$
16,428
43
%
Adjustments:
Financial expense
718
334
NM
Provision for income taxes
10,051
7,040
43
%
Equity awards compensation expense
7,882
8,503
(7)
%
Research and development
2,496
2,370
5
%
Sales and operations
2,369
3,618
(35)
%
General and administrative
3,017
2,515
20
%
Pension service costs
338
538
(37)
%
Research and development
175
269
(35)
%
Sales and operations
53
95
(44)
%
General and administrative
110
174
(37)
%
Depreciation and amortization expense
21,854
24,138
(9)
%
Cost of revenue
15,244
12,771
19
%
Research and development (1)
1,753
5,650
(69)
%
Sales and operations
3,954
4,340
(9)
%
General and administrative
903
1,377
(34)
%
Restructuring related and transformation costs (2)
11,636
2,209
NM
Research and development
1,436
995
44
%
Sales and operations
7,367
1,021
NM
General and administrative
2,833
193
NM
Total net adjustments
52,479
42,762
23
%
Adjusted EBITDA (3)
$
75,929
$
59,190
28
%
(1) For the Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).
(2) For the Three Months Ended March 2021, and March 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
March 31,
2021
2020
(Gain) from forfeitures of share-based compensation awards
(666)
—
Facilities and impairment related costs
6,616
987
Payroll related costs
5,152
1,222
Consulting costs related to transformation
534
—
Total restructuring related and transformation costs
11,636
2,209
For the Three Months Ended March 31, 2021 and March 31, 2020, respectively, the cash outflows related to restructuring related and transformation costs were $6.1 million, and $4.5 million respectively, and were mainly comprised of payroll costs, broker and termination penalties related to 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, 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.
12
CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Research and Development expenses
$
(31,697)
$
(37,515)
(16)
%
Equity awards compensation expense
2,496
2,370
5
%
Depreciation and Amortization expense
1,753
5,650
(69)
%
Pension service costs
175
269
(35)
%
Restructuring related and transformation costs
1,436
995
44
%
Non GAAP - Research and Development expenses
(25,837)
(28,231)
(8)
%
Sales and Operations expenses
(79,354)
(84,974)
(7)
%
Equity awards compensation expense
2,369
3,618
(35)
%
Depreciation and Amortization expense
3,954
4,340
(9)
%
Pension service costs
53
95
(44)
%
Restructuring related and transformation costs
7,367
1,021
NM
Non GAAP - Sales and Operations expenses
(65,611)
(75,900)
(14)
%
General and Administrative expenses
(33,428)
(25,915)
29
%
Equity awards compensation expense
3,017
2,515
20
%
Depreciation and Amortization expense
903
1,377
(34)
%
Pension service costs
110
174
(37)
%
Restructuring related and transformation costs
2,833
193
NM
Non GAAP - General and Administrative expenses
(26,565)
(21,656)
23
%
Total Operating expenses
(144,479)
(148,404)
(3)
%
Equity awards compensation expense
7,882
8,503
(7)
%
Depreciation and Amortization expense
6,610
11,367
(42)
%
Pension service costs
338
538
(37)
%
Restructuring related and transformation costs
11,636
2,209
NM
Total Non GAAP Operating expenses (1)
$
(118,013)
$
(125,787)
(6)
%
(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, 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.
13
CRITEO S.A.
Detailed Information on Selected Items
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Equity awards compensation expense
Research and development
$
2,496
$
2,370
5
%
Sales and operations
2,369
3,618
(35)
%
General and administrative
3,017
2,515
20
%
Total equity awards compensation expense
7,882
8,503
(7)
%
Pension service costs
Research and development
175
269
(35)
%
Sales and operations
53
95
(44)
%
General and administrative
110
174
(37)
%
Total pension service costs
338
538
(37)
%
Depreciation and amortization expense
Cost of revenue
15,244
12,771
19
%
Research and development
1,753
5,650
(69)
%
Sales and operations
3,954
4,340
(9)
%
General and administrative
903
1,377
(34)
%
Total depreciation and amortization expense
21,854
24,138
(9)
%
Restructuring related and transformation costs
Research and development
1,436
995
44
%
Sales and operations
7,367
1,021
NM
General and administrative
2,833
193
NM
Total restructuring related and transformation costs
$
11,636
$
2,209
NM
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
March 31,
2021
2020
YoY Change
Net income
$
23,450
$
16,428
43
%
Adjustments:
Equity awards compensation expense
7,882
8,503
(7)
%
Amortization of acquisition-related intangible assets (1)
2,935
6,848
(57)
%
Restructuring related and transformation costs
11,636
2,209
NM
Tax impact of the above adjustments
(2,751)
(1,960)
40
%
Total net adjustments
19,702
15,600
26
%
Adjusted net income (2)
$
43,152
$
32,028
35
%
Weighted average shares outstanding
- Basic
60,741,674
61,691,001
- Diluted
64,077,409
62,125,582
Adjusted net income per share
- Basic
$
0.71
$
0.52
37
%
- Diluted
$
0.67
$
0.52
29
%
(1) For the Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 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, 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.
15
CRITEO S.A.
Constant Currency Reconciliation
(U.S. dollars in thousands, unaudited)
Three Months Ended
March 31,
2021
2020
YoY Change
Revenue as reported
$
541,077
$
503,376
7
%
Conversion impact U.S. dollar/other currencies
(16,747)
Revenue at constant currency(1)
524,330
503,376
4
%
Traffic acquisition costs as reported
(327,667)
(297,364)
10
%
Conversion impact U.S. dollar/other currencies
10,317
Traffic Acquisition Costs at constant currency(1)
(317,350)
(297,364)
7
%
Revenue ex-TAC as reported(2)
213,410
206,012
4
%
Conversion impact U.S. dollar/other currencies
(6,430)
Revenue ex-TAC at constant currency(2)
206,980
206,012
0.5
%
Revenue ex-TAC(2)/Revenue as reported
39
%
41
%
Other cost of revenue as reported
(34,712)
(33,806)
3
%
Conversion impact U.S. dollar/other currencies
322
Other cost of revenue at constant currency(1)
(34,390)
(33,806)
2
%
Adjusted EBITDA(3)
75,929
59,190
28
%
Conversion impact U.S. dollar/other currencies
(4,591)
Adjusted EBITDA(3) at constant currency(1)
$
71,338
$
59,190
21
%
Adjusted EBITDA(3)/Revenue ex-TAC(2)
36
%
29
%
(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.
(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC 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.
16
CRITEO S.A.
Information on Share Count
(unaudited)
Three 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
Shares outstanding as of March 31, after Treasury stocks
60,794,305
61,669,231
Total dilutive effect of share options, warrants, employee warrants
7,458,737
6,982,753
Fully diluted shares as at March 31,
68,253,042
68,651,984
17
CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)
YoY Change
QoQ Change
Q1 2021
Q4 2020
Q3 2020
Q2 2020
Q1 2020
Q4 2019
Q3 2019
Q2 2019
Q1 2019
Clients
1%
(4)%
20,626
21,460
20,565
20,359
20,360
20,247
19,971
19,733
19,373
Revenue
7%
(18)%
541,077
661,282
470,345
437,614
503,376
652,640
522,606
528,147
558,123
Americas
6%
(35)%
203,900
312,817
204,618
185,674
191,745
306,250
213,937
213,974
217,993
EMEA
12%
(9)%
212,096
232,137
167,800
159,621
190,114
216,639
185,556
194,359
209,643
APAC
3%
8%
125,081
116,328
97,927
92,319
121,517
129,751
123,113
119,814
130,487
Revenue
7%
(18)%
541,077
661,282
470,345
437,614
503,376
N.A
N.A
N.A
N.A
Marketing Solutions
3%
(11)%
483,190
543,262
412,126
381,270
469,773
N.A
N.A
N.A
N.A
Retail Media
72%
(51)%
57,887
118,020
58,219
56,344
33,603
N.A
N.A
N.A
N.A
TAC
10%
(20)%
(327,667)
(408,108)
(284,401)
(257,698)
(297,364)
(386,388)
(301,901)
(304,229)
(322,429)
Americas
6%
(37)%
(127,628)
(203,341)
(130,756)
(115,317)
(120,022)
(189,092)
(129,047)
(129,491)
(131,545)
EMEA
17%
(8)%
(126,648)
(137,384)
(97,272)
(90,153)
(108,397)
(124,939)
(103,899)
(107,401)
(117,291)
APAC
6%
9%
(73,391)
(67,383)
(56,373)
(52,228)
(68,945)
(72,357)
(68,955)
(67,337)
(73,593)
TAC
10%
(20)%
(327,667)
(408,108)
(284,401)
(257,698)
(297,364)
N.A
N.A
N.A
N.A
Marketing Solutions
7%
(10)%
(290,873)
(324,017)
(243,616)
(218,990)
(273,057)
N.A
N.A
N.A
N.A
Retail Media
51%
(56)%
(36,794)
(84,091)
(40,785)
(38,708)
(24,307)
N.A
N.A
N.A
N.A
Revenue ex-TAC (1)
4%
(16)%
213,410
253,174
185,944
179,916
206,012
266,252
220,705
223,918
235,694
Americas
6%
(30)%
76,272
109,476
73,862
70,357
71,723
117,158
84,890
84,483
86,448
EMEA
5%
(10)%
85,448
94,753
70,528
69,468
81,717
91,700
81,657
86,958
92,352
APAC
(2)%
6%
51,690
48,945
41,554
40,091
52,572
57,394
54,158
52,477
56,894
Revenue ex-TAC (1)
4%
(16)%
213,410
253,174
185,944
179,916
206,012
N.A
N.A
N.A
N.A
Marketing Solutions
(2)%
(12)%
192,317
219,245
168,510
162,280
196,716
N.A
N.A
N.A
N.A
Retail Media
127%
(38)%
21,093
33,929
17,434
17,636
9,296
N.A
N.A
N.A
N.A
Cash flow from operating activities
36%
76%
77,362
44,080
51,156
33,377
56,743
59,359
43,289
52,964
67,220
Capital expenditures
17%
(38)%
13,780
22,302
12,898
18,532
11,737
17,520
23,944
32,792
23,684
Capital expenditures/Revenue
N.A
N.A
3%
3%
3%
4%
2%
3%
5%
6%
4%
Net cash position
19%
7%
520,060
488,011
626,744
578,181
436,506
418,763
409,178
422,053
395,771
Headcount
(6)%
(2)%
2,532
2,594
2,636
2,685
2,701
2,755
2,794
2,873
2,813
Days Sales Outstanding (days - end of month)
N.A
N.A
64
56
62
61
62
52
57
58
59
(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.
