Criteo Reports Financial Results For The Fourth Quarter And Fiscal Year 2018
NEW YORK, Feb. 13, 2019 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the advertising platform for the open Internet, today announced financial results for the fourth quarter and fiscal year ended December 31, 2018.
Q4 2018
-- Revenue decreased 1% year-over-year, or increased 1% at constant currency(1), to $670 million. -- Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC(2), decreased 2% year-over-year, or increased 0.1% at constant currency, to $272 million, or 41% of revenue. -- Adjusted EBITDA(2) decreased 13% year-over-year, or 12% at constant currency, to $105 million, or 39% of Revenue ex-TAC. -- Cash flow from operating activities increased 8% year-over-year to $86 million. -- Free Cash Flow(2) was $40 million. -- Net income decreased 20% year-over-year to $42 million. -- Adjusted net income per diluted share(2) decreased 31% year-over-year to $0.84.
Fiscal Year 2018
-- Revenue increased 0.2% year-over-year, or decreased 1% at constant currency, to $2,300 million. -- Revenue ex-TAC increased 3% year-over-year, or 2% at constant currency, to $966 million, or 42% of revenue. -- Adjusted EBITDA increased 4% year-over-year, or 0.1% at constant currency, to $321 million, or 33% of Revenue ex-TAC. -- Cash flow from operating activities increased 6% year-over-year to $261 million. -- Free Cash Flow was $135 million. -- Net income decreased 1% year-over-year to $96 million. -- Adjusted net income per diluted share decreased 8% year-over-year to $2.49.
"The recurring nature of our business reflects the great value our clients place in our performance," said JB Rudelle, CEO. "We are building on this trust to expand our client partnerships with new solutions."
"Our Q4 results mark an inflection point in our trajectory," commented Benoit Fouilland, CFO. "We expect to see positive momentum in 2019 driven by healthy fundamentals and our broader multi-solution platform."
Q4 2018 Operating Highlights
-- Revenue ex-TAC from our new solutions represented over 13% of our total business, growing 54% year-over-year. -- Same-client Revenue ex-TAC(3 )was flat year-over-year at constant currency despite continued headwinds over the period. -- We grew clients 7% year-over-year, ending the quarter with close to 19,500 commerce and brand clients, while maintaining client retention at close to 90% for our all our solutions combined. -- Our app business grew 54% year-over-year on a Revenue ex-TAC basis. -- We had 13% of our live clients using at least two of our solutions, up from only 4% in the prior year. -- Our header bidding technology is now connected to the vast majority of our direct publishers, with close to 3,500 large publishers now using Criteo Direct Bidder, compared to 2,600 at the end of Q3.
Revenue and Revenue ex-TAC
Q4 2018
Revenue decreased 1% year-over-year, or increased 1% at constant currency(1), to $670 million (Q4 2017: $674 million).
Revenue ex-TAC decreased 2% year-over-year, or increased 0.1% at constant currency, to $272 million (Q4 2017: $277 million). This year-over-year growth at constant currency was largely driven by a strong Holiday season across the U.S. and Europe, and was well balanced between the contribution of new clients and our existing clients, despite external headwinds. This return to growth at constant currency marks an inflection point in our growth trajectory.
-- In the Americas, Revenue ex-TAC decreased 0.1% year-over-year, or increased 1% at constant currency, to $121 million and represented 45% of total Revenue ex-TAC. -- In EMEA, Revenue ex-TAC decreased 7% year-over-year, or 4% at constant currency, to $93 million and represented 34% of total Revenue ex-TAC. -- In Asia-Pacific, Revenue ex-TAC increased 5% year-over-year, or 6% at constant currency, to $58 million and represented 21% of total Revenue ex-TAC.
Revenue ex-TAC margin as a percentage of revenue decreased 50 basis points year-over-year to 41%.
Fiscal Year 2018
Revenue increased 0.2% year-over-year, or decreased 1% at constant currency, to $2,300 million (2017: $2,297 million).
Revenue ex-TAC increased 3% year-over-year, or 2% at constant currency, to $966 million (2017: $941 million). The year-over-year growth was primarily driven by the contribution of new clients, as the lower contribution of existing clients compared to 2017 was largely driven by significant external headwinds. Our growth in 2018 reflects the resilient and recurring nature of our business.
-- In the Americas, Revenue ex-TAC increased 1% year-over-year, or 2% at constant currency, to $374 million and represented 39% of total Revenue ex-TAC. -- In EMEA, Revenue ex-TAC increased 3% year-over-year, and was flat at constant currency, to $368 million and represented 38% of total Revenue ex-TAC. -- In Asia-Pacific, Revenue ex-TAC increased 6% year-over-year, or 5% at constant currency, to $223 million and represented 23% of total Revenue ex-TAC.
Revenue ex-TAC margin as a percentage of revenue increased 100 basis points year-over-year to 42%.
Net Income and Adjusted Net Income
Q4 2018
Net income decreased 20% year-over-year to $42 million (Q4 2017: $52 million). Net income available to shareholders of Criteo S.A. was $38 million, or $0.57 per share on a diluted basis (Q4 2017: $53 million, or $0.78 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 costs and the tax impact of these adjustments, decreased 31% year-over-year to $56 million, or $0.84 per share on a diluted basis (Q4 2017: $82 million, or $1.21 per share on a diluted basis).
Fiscal Year 2018
Net income decreased 1% year-over-year to $96 million (2017: $97 million). Net income available to shareholders of Criteo S.A. was $89 million, or $1.31 per share on a diluted basis (2017: $91 million, or $1.34 per share on a diluted basis).
Adjusted net income decreased 8% year-over-year to $169 million, or $2.49 per share on a diluted basis (2017: $183 million, or $2.70 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Q4 2018
Adjusted EBITDA decreased 13%, or 12% at constant currency, to $105 million (Q4 2017: $120 million). This decrease was primarily driven by the Revenue ex-TAC performance across regions as well as slightly higher Non-GAAP operating expenses, in particular in General & Administrative.
Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 39% (Q4 2017: 43%).
Operating expenses decreased 2% year-over-year to $171 million (Q4 2017: $175 million), reflecting a flat headcount over the period and lower equity award compensation expense. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased 6% year-over-year to $149 million (Q4 2017: $141 million).
Fiscal Year 2018
Adjusted EBITDA increased 4%, or 0.1% at constant currency, to $321 million (2017: $310 million). This increase was primarily driven by the Revenue ex-TAC performance across regions.
Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 33% (2017: 33%).
Operating expenses increased 1% year-over-year to $687 million (2017: $682 million), reflecting a flat headcount over the period and lower equity award compensation expense. Non-GAAP Operating Expenses increased 2% year-over-year to $581 million (2017: $566 million).
Cash Flow and Cash Position
Q4 2018
Cash flow from operating activities increased 8% year-over-year to $86 million (Q4 2017: $79 million). Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, decreased 25% year-over-year to $40 million (Q4 2017: $54 million).
Total cash and cash equivalents decreased $50 million compared to the end of 2017 to $364 million. This is the net result of the free cash flow generation over the period, offset by our acquisitions of both Storetail and Manage, the completion of our $80 million share buyback program and a $21 million negative currency impact on the cash position over the period.
Fiscal Year 2018
Cash flow from operating activities increased 6% year-over-year to $261 million (2017: $245 million).
Free Cash Flow decreased 1% year-over-year to $135 million (2017: $137 million).
Successful completion of a $80 million Share Repurchase Program
Demonstrating our confidence in our ability to achieve our vision over the medium-term and to return to growth while continuing to generate healthy Free Cash Flow, we had announced on October 31, 2018, that our Board of Directors had authorized a share repurchase program of up to $80 million of our outstanding American Depositary Shares.
We successfully completed this $80 million program in the fourth quarter of 2018 and, in total, repurchased 3,499,258 shares at an average price of $22.86, including expenses, under the program.
Business Outlook
The following forward-looking statements reflect Criteo's expectations as of February 13, 2019.
First Quarter 2019 Guidance:
-- We expect Revenue ex-TAC to be between $233 million and $235 million. This implies year-over-year growth of 1% to 2% at constant-currency. -- We expect Adjusted EBITDA to be between $59 million and $61 million.
Fiscal Year 2019 Guidance:
-- We expect Revenue ex-TAC for fiscal year 2019 to grow between 3% and 6% at constant currency. -- We expect Adjusted EBITDA margin for fiscal year 2019 to be approximately 30% of Revenue ex-TAC.
The above guidance for the first quarter ending March 31, 2019, and the fiscal year ending December 31, 2019, assumes the following average exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.88, a U.S. dollar-Japanese Yen rate of 109, a U.S. dollar-British pound rate of 0.78 and a U.S. dollar-Brazilian real rate of 3.75.
The above guidance assumes no acquisitions are completed during the first quarter ending March 31, 2019 and the fiscal year ending December 31, 2019.
Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S. GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future U.S. GAAP financial results.
Non-GAAP Financial Measures
This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission (the "SEC"): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.
Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business and across our geographies. Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short? and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted Net Income per diluted share are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.
Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.
Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.
Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2019 and the fiscal year ending December 31, 2019, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2018, including the Risk Factors set forth therein and the exhibits thereto, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 4, 2018, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 2, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 5, 2018, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.
Conference Call Information
Criteo's earnings conference call will take place today, February 13, 2019, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.
Conference call details:
-- U.S. callers: +1 855 209 8212 -- International callers: +1 412 317 0788 or +33 1 76 74 05 02
Please ask to be joined into the "Criteo S.A." call.
About Criteo
Criteo (NASDAQ: CRTO) is the advertising platform for the open Internet, an ecosystem that favors neutrality, transparency and inclusiveness. 2,700 Criteo team members partner with over 19,000 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.
1 Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2017 average exchange rates for the relevant period to 2018 figures. 2 Revenue ex-TAC, Adjusted EBITDA, Adjusted net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP. (3) Same-client Revenue ex- TAC is the Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.
Contacts
Criteo Investor Relations
Edouard Lassalle, VP, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com
Criteo Public Relations
Isabelle Leung-Tack, VP, Global Communications, i.leungtack@criteo.com
Kenya Hayes, Director, Global Public Relations, k.hayes@criteo.com
Financial information to follow
CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited) December 31, 2017 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 414,111 $ 364,426 Trade receivables, net of allowances of $20.8 million and 484,101 473,901 $25.9 million at December 31, 2017 and 2018, respectively. Income taxes 8,882 19,370 Other taxes 58,346 53,338 Other current assets 26,327 22,816 Total current assets 991,767 933,851 Property, plant and equipment, net 161,738 184,013 Intangible assets, net 96,223 112,036 Goodwill 236,826 312,881 Non-current financial assets 19,525 20,460 Deferred tax assets 25,221 33,894 Total non-current assets 539,533 663,284 Total assets $ 1,531,300 $ 1,597,135 Liabilities and shareholders' equity Current liabilities: Trade payables $ 417,032 $ 425,376 Contingencies 1,798 2,640 Income taxes 9,997 7,725 Financial liabilities - current portion 1,499 1,018 Other taxes 58,783 55,592 Employee - related payables 66,219 65,878 Other current liabilities 65,677 47,115 Total current liabilities 621,005 605,344 Deferred tax liabilities 2,497 10,770 Retirement benefit obligation 5,149 5,537 Financial liabilities - non-current portion 2,158 2,490 Other non-current liabilities 2,793 5,103 Total non-current liabilities 12,597 23,900 Total liabilities 633,602 629,244 Commitments and contingencies Shareholders' equity: Common shares, EUR0.025 par value, 66,085,097 and 67,708,203 2,152 2,201 shares authorized, issued and outstanding at December 31, 2017 and 2018, respectively. Treasury stock, 3,459,119 shares at cost as of December 31, 2018 (79,159) Additional paid-in capital 591,404 663,281 Accumulated other comprehensive income (loss) (12,241) (30,522) Retained earnings 300,210 387,869 Equity - attributable to shareholders of Criteo S.A. 881,525 943,670 Non-controlling interests 16,173 24,221 Total equity 897,698 967,891 Total equity and liabilities $ 1,531,300 $ 1,597,135
CRITEO S.A. Consolidated Statement of Income (U.S. dollars in thousands, except share and per share data, unaudited) Three Months Ended Twelve Months Ended December 31, December 31, 2017 2018 YoY 2017 2018 YoY Change Change Revenue $ 674,031 $ 670,096 (1) $ 2,296,692 $ 2,300,314 0.2 % % Cost of revenue Traffic acquisition cost (397,087) (398,238) 0.3 (1,355,556) (1,334,334) (2) % % Other cost of revenue (31,727) (38,807) 22 (121,641) (131,744) 8 % % Gross profit 245,217 233,051 (5) % % 819,495 834,236 2 Operating expenses: Research and development expenses (46,933) (44,605) (5) % % (173,925) (179,263) 3 Sales and operations expenses (96,834) (93,806) (3) (380,649) (372,707) (2) % % General and administrative expenses (30,934) (32,461) 5 (127,077) (135,159) 6 % % Total Operating expenses (174,701) (170,872) (2) % % (681,651) (687,129) 1 Income from operations 70,516 62,179 (12) % % 137,844 147,107 7 Financial income (expense), net (2,221) (1,746) (21) (9,534) (5,084) (47) % % Income before taxes 68,295 60,433 (12) % % 128,310 142,023 11 Provision for income taxes (15,927) (18,299) 15 (31,651) (46,144) 46 % % Net Income $ 52,368 $ 42,134 (20) $ 96,659 $ 95,879 (1) % % Net income available to shareholders of Criteo S.A. $ 53,030 $ 37,966 $ 91,214 $ 88,644 Net income available to non-controlling interests $ (662) $ 4,168 $ 5,445 $ 7,235 Weighted average shares outstanding used in computing per share amounts: Basic 65,919,533 66,220,030 65,143,036 66,456,890 Diluted 67,770,156 67,043,794 67,851,971 67,662,904 Net income allocated to shareholders per share: Basic $ 0.80 $ 0.57 $ 1.40 $ 1.33 Diluted $ 0.78 $ 0.57 $ 1.34 $ 1.31
CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 Net income $ 52,368 $ 42,134 (20) $ 96,659 $ 95,879 (1) % % Non-cash and non-operating items 65,811 61,499 (7) 212,254 221,481 4 % % -Amortization and provisions 31,344 32,785 5 104,025 111,825 7 % % -Equity awards compensation expense (1) 19,725 10,267 (48) 71,612 66,600 (7) % % - Net gain or (loss) on disposal of non- current assets 794 (869) NM 794 (869) NM - Interest accrued and non-cash 59 20 (66) 66 86 30 financial income and expense % % -Change in deferred taxes 7,300 1,184 (84) (13,269) (8,157) (39) % % -Income tax for the period 8,628 17,115 98 44,921 54,301 21 % % - Other (2) (2,039) 997 NM 4,105 (2,305) NM Changes in working capital related to (20,513) (7,162) (65) operating activities % (7,095) 10,411 NM -(Increase)/decrease in trade (112,127) (113,019) 1 receivables % (76,907) 1,358 NM -Increase in trade payables 64,199 85,646 33 32,915 9,047 (73) % % -(Increase)/decrease in other current (9,962) (1,576) (84) assets % (3,381) 3,974 NM -Increase/(decrease) in other current 37,377 21,787 (42) liabilities (2) % 40,278 (3,968) NM Income taxes paid (18,664) (10,871) (42) (56,360) (67,045) 19 % % CASH FROM OPERATING ACTIVITIES 79,002 85,600 8 245,458 260,726 6 % % Acquisition of intangible assets, (47,928) (30,064) (37) (122,203) (116,984) (4) property, plant and equipment % % Change in accounts payable related to intangible assets, property, plant and equipment 22,452 (15,344) NM 13,692 (8,494) NM Disposal of (Payments for) business, net of cash acquired (disposed) (15) (52,269) NM 1,110 (101,180) NM Change in other non-current financial assets 31 (56) NM 1,148 (59) NM CASH USED FOR INVESTING ACTIVITIES (25,460) (97,733) NM (106,253) (226,717) NM Issuance of long-term borrowings 26 (100) 3,700 (100) % % Repayment of borrowings (3) (5,838) (243) (96) (89,731) (964) (99) % % Proceeds from capital increase 2,342 699 (70) 31,961 1,473 (95) % % Change in other financial liabilities (2) 9,256 141 (98) 24,602 16,815 (32) % % Change in treasury stock (80,000) % (80,000) % CASH FROM (USED FOR) FINANCING ACTIVITIES 5,786 (79,403) NM (29,468) (62,676) 113 % CHANGE IN NET CASH AND CASH EQUIVALENTS 59,328 (91,536) NM 109,737 (28,667) NM Net cash and cash equivalents at 357,983 458,690 28 270,317 414,111 53 beginning of period % % Effect of exchange rates changes on cash (3,200) (2,728) (15) and cash equivalents (2) % 34,057 (21,018) NM Net cash and cash equivalents at end of $ 414,111 $ 364,426 (12) $ 414,111 $ 364,426 (12) period % %
(1) Of which $19.2 million and $9.8 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended December 31, 2017 and 2018, respectively, and $69.9 million and $65.1 million for the twelve month period ended December 31, 2017 and 2018, respectively. (2) During the quarter ended December 31, 2017 and 2018, respectively, and the twelve months ended December 31, 2017, and 2018, respectively, the Company reported the cash impact of the settlement of hedging derivatives related to financing activities in cash from (used for) financing activities in the unaudited consolidated statements of cash flows. (3) Interest paid for the quarter ended December 31, 2017 and 2018 amounted to $0.5 million and $0.2 million, respectively and for the twelve months ended December 31, 2017 and 2018 amounted to $2.9 million and $1.4 million, respectively.
CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 CASH FROM OPERATING $ 79,002 $ 85,600 8 $ 245,458 $ 260,726 6 ACTIVITIES % % Acquisition of intangible (47,928) (30,064) (37) (122,203) (116,984) (4) assets, property, plant and equipment % % Change in accounts payable related to intangible assets, property, plant and equipment 22,452 (15,344) NM 13,692 (8,494) NM FREE CASH FLOW (1) $ 53,526 $ 40,192 (25) $ 136,947 $ 135,248 (1) % %
(1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment.
CRITEO S.A. Reconciliation of Revenue ex-TAC by Region to Revenue by Region (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, December 31, Region 2017 2018 YoY YoY 2017 2018 YoY YoY Change Change at Change Change at Constant Constant Currency Currency --- Revenue Americas $ 324,696 $ 317,350 (2) (1) $ 990,424 $ 954,073 (4) (3) % % % % EMEA 221,019 220,904 (0.1) 4 808,961 839,825 4 % % % % 1 Asia-Pacific 128,316 131,842 3 4 497,307 506,416 2 % % % % 1 Total 674,031 670,096 (1) 1 2,296,692 2,300,314 0.2 (1) % % % % Traffic acquisition costs Americas (203,368) (196,168) (4) (3) (619,393) (579,597) (6) (6) % % % % EMEA (120,662) (128,053) 6 10 (450,297) (471,654) 5 % % % % 2 Asia-Pacific (73,057) (74,017) 1 2 (285,866) (283,083) (1) (2) % % % % Total (397,087) (398,238) 0.3 2 (1,355,556) (1,334,334) (2) (2) % % % % Revenue ex-TAC (1) Americas 121,328 121,182 (0.1) 1 371,031 374,476 1 % % % % 2 EMEA 100,357 92,851 (7) (4) 358,664 368,171 3 % % % % Asia-Pacific 55,259 57,825 5 6 211,441 223,333 6 % % % % 5 Total $ 276,944 $ 271,858 (2) 0.1 $ 941,136 $ 965,980 3 % % % % 2
(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex- TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region.
CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 Net income $ 52,368 $ 42,134 (20) $ 96,659 $ 95,879 (1) % % Adjustments: Financial (income) expense, net 2,221 1,746 (21) 9,534 5,084 (47) % % Provision for income taxes 15,927 18,299 15 31,651 46,144 46 % % Equity awards compensation 20,464 10,267 (50) 72,351 67,076 (7) expense % % Research and development 6,355 5,005 (21) 21,093 21,232 1 % % Sales and operations 8,377 5,793 (31) 31,386 29,244 (7) % % General and administrative 5,732 (531) NM 19,872 16,600 (16) % Pension service costs 321 419 31 1,231 1,691 37 % % Research and development 162 204 26 621 844 36 % % Sales and operations 63 88 40 247 325 32 % % General and administrative 96 127 32 363 522 44 % % Depreciation and amortization 24,570 30,675 25 90,796 103,500 14 expense % % Cost of revenue 15,575 20,477 31 53,988 67,347 25 % % Research and development 2,369 3,412 44 11,226 10,602 (6)% % % Sales and operations 4,856 4,831 (1) 19,844 18,245 (8) % % General and administrative 1,770 1,955 10 5,738 7,306 27 % % Acquisition-related costs 1,222 % 6 1,738 NM General and administrative 1,222 % 6 1,738 NM Restructuring 4,057 (100) % 7,356 (53) NM Cost of revenue % 2,497 (100) % Research and development 2,911 (100) % 2,911 (332) NM Sales and operations 1,135 (100) % % 1,825 290 (84) General and administrative 11 (100) % 123 (11) NM Total net adjustments 67,560 62,628 (7) 212,925 225,180 6 % % Adjusted EBITDA(1) $ 119,928 $ 104,762 (13) $ 309,584 $ 321,059 4 % %
(1) We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long- term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.
CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 Research and Development $ (46,933) $ (44,605) (5) $ (173,925) $ (179,263) 3 expenses % % Equity awards compensation 6,355 5,005 (21) 21,093 21,232 1 expense % % Depreciation and Amortization 2,369 3,412 44 11,226 10,602 (6) expense % % Pension service costs 162 204 26 621 844 36 % % Restructuring 2,911 (100) % 2,911 (332) NM Non GAAP -Research and (35,136) (35,984) 2.4 (138,074) (146,917) 6 Development expenses % % Sales and Operations expenses (96,834) (93,806) (3) (380,649) (372,707) (2) % % Equity awards compensation 8,377 5,793 (31) 31,386 29,244 (7) expense % % Depreciation and Amortization 4,856 4,831 (1) 19,844 18,245 (8) expense % % Pension service costs 63 88 40 247 325 32 % % Restructuring 1,135 (100) 1,825 290 (84) % % Non GAAP -Sales and (82,403) (83,094) 1 (327,347) (324,603) (1) Operations expenses % % General and Administrative (30,934) (32,461) 5 (127,077) (135,159) 6 expenses % % Equity awards compensation 5,732 (531) NM 19,872 16,600 (16) expense % Depreciation and Amortization 1,770 1,955 10 5,738 7,306 27 expense % % Pension service costs 96 127 32 363 522 44 % % Acquisition related costs 1,222 % 6 1,738 NM Restructuring 11 (100) % 123 (11) NM Non GAAP -General and (23,325) (29,688) 27 (100,975) (109,004) 8 Operations expenses % % Total Operating expenses (174,701) (170,872) (2) (681,651) (687,129) 1 % % Equity awards compensation 20,464 10,267 (50) 72,351 67,076 (7) expense % % Depreciation and Amortization 8,995 10,198 13 36,808 36,153 (2) expense % % Pension service costs 321 419 31 1,231 1,691 37 % % Acquisition-related costs 1,222 % 6 1,738 NM Restructuring 4,057 (100) % 4,859 (53) NM Total Non GAAP Operating $ (140,864) $ (148,766) 6 $ (566,396) $ (580,524) 2 expenses (1) % %
(1) We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring costs, acquisition- related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non- GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community.
CRITEO S.A. Detailed Information on Selected Items (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 Equity awards compensation expense Research and development $ 6,355 $ 5,005 (21) $ 21,093 $ 21,232 1 % % Sales and operations 8,377 5,793 (31) 31,386 29,244 (7) % % General and administrative 5,732 (531) NM 19,872 16,600 (16) % Total equity awards 20,464 10,267 (50) 72,351 67,076 (7) compensation expense % % Pension service costs Research and development 162 204 26 621 844 36 % % Sales and operations 63 88 40 247 325 32 % % General and administrative 96 127 32 363 522 44 % % Total pension service costs 321 419 31 1,231 1,691 37 % % Depreciation and amortization expense Cost of revenue 15,575 20,477 31 53,988 67,347 25 % % Research and development 2,369 3,412 44 11,226 10,602 (6) % % Sales and operations 4,856 4,831 (1) 19,844 18,245 (8) % % General and administrative 1,770 1,955 10 5,738 7,306 27 % % Total depreciation and 24,570 30,675 25 90,796 103,500 14 amortization expense % % Acquisition-related costs General and administrative 1,222 % 6 1,738 NM Total acquisition-related costs 1,222 % 6 1,738 NM Restructuring Cost of revenue % 2,497 (100) % Research and development 2,911 (100) % 2,911 (332) NM Sales and operations 1,135 (100) % % 1,825 290 (84) General and administrative 11 (100) % 123 (11) NM Total restructuring $ 4,057 $ (100) % $ 7,356 $ (53) NM
CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (U.S. dollars in thousands except share and per share data, unaudited) Three Months Ended Twelve Months Ended December 31, YoY December 31, YoY Change Change 2017 2018 2017 2018 Net income $ 52,368 $ 42,134 (20) $ 96,659 $ 95,879 (1) % % Adjustments: Equity awards compensation 20,464 10,267 (50) 72,351 67,076 (7) expense % % Amortization of acquisition- 3,852 4,996 30 17,731 15,821 (11) related intangible assets % % Acquisition-related costs 1,222 % 6 1,738 NM Restructuring costs 4,057 NM 7,356 (53) NM Tax impact of the above 1,088 (2,218) NM (10,792) (11,723) 9 adjustments % Total net adjustments 29,461 14,267 (52) 86,652 72,859 (16) % % Adjusted net income(1) $ 81,829 $ 56,401 (31) $ 183,311 $ 168,738 (8) % % Weighted average shares outstanding - Basic 65,919,533 66,220,030 65,143,036 66,456,890 - Diluted 67,770,156 67,043,794 67,851,971 67,662,904 Adjusted net income per share - Basic $ 1.24 $ 0.85 (31) $ 2.81 $ 2.54 (10) % % - Diluted $ 1.21 $ 0.84 (31) $ 2.70 $ 2.49 (8) % %
(1) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition- related intangible assets, restructuring costs, acquisition- related costs and deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition- related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to- period comparisons of our business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP-based financial results, including net income.
CRITEO S.A. Constant Currency Reconciliation (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31, December 31, 2017 2018 YoY 2017 2018 YoY Change Change Revenue as reported $ 674,031 $ 670,096 (1) $ 2,296,692 $ 2,300,314 0.2 % % Conversion impact U.S. dollar/other currencies 12,007 (19,118) Revenue at constant 674,031 682,103 1 2,296,692 2,281,196 (1) currency(1) % % Traffic acquisition costs (397,087) (398,238) 0.3 (1,355,556) (1,334,334) (2) as reported % % Conversion impact U.S. dollar/other currencies (6,643) 10,433 Traffic Acquisition Costs (397,087) (404,881) 2 (1,355,556) (1,323,901) (2) at constant currency(1) % % Revenue ex-TAC as 276,944 271,858 (2) 941,136 965,980 3 reported(2) % % Conversion impact U.S. dollar/other currencies 5,362 (8,686) Revenue ex-TAC at 276,944 277,220 0.1 941,136 957,294 2 constant currency(2) % % Revenue ex- TAC(2)/Revenue as reported 41 % 41 % 41 % 42 % Other cost of revenue as (31,727) (38,807) 22 (121,641) (131,744) 8 reported % % Conversion impact U.S. dollar/other currencies (237) (114) Other cost of revenue at (31,727) (39,044) 23 (121,641) (131,858) 8 constant currency(1) % % Adjusted EBITDA(3) 119,928 104,762 (13) 309,584 321,059 4 % % Conversion impact U.S. dollar/other currencies 1,305 (11,271) Adjusted EBITDA(3) at $ 119,928 $ 106,067 (12) $ 309,584 $ 309,788 0.1 constant currency(1) % % Adjusted EBITDA(3)/Revenue ex- TAC(2) 43 % 39 % 33 % 33 % Adjusted EBITDA(3) at constant currency(1)/Revenue ex- TAC(2) at constant currency(1) 43 % 38 % 33 % 32 %
(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis. (2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by Region to Revenue by Region" for a reconciliation of Revenue ex-TAC to revenue. (3) Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income.
CRITEO S.A. Information on Share Count (unaudited) Twelve Months Ended December 31, 2017 2018 Shares outstanding as at January 1, 63,978,204 66,085,097 Weighted average number of shares issued during the period 1,164,832 371,793 Basic number of shares -Basic EPS basis 65,143,036 66,456,890 --- Dilutive effect of share options, warrants, employee warrants - Treasury method 2,708,935 1,206,014 Diluted number of shares - Diluted EPS basis 67,851,971 67,662,904 --- Shares outstanding as of December 31, before Treasury stocks 66,085,097 67,708,203 --- Treasury stock as of December 31, (3,459,119) Shares outstanding as of December 31, after Treasury stocks 66,085,097 64,249,084 --- Total dilutive effect of share options, warrants, employee warrants 7,591,493 8,259,272 Fully diluted shares as of December 31, 73,676,590 72,508,356 ---
CRITEO S.A. Supplemental Financial Information and Operating Metrics (U.S. dollars in thousands except where stated, unaudited) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 YoY QoQ 2017 2017 2017 2017 2018 2018 2018 2018 Change Change Clients 15,423 16,370 17,299 18,118 18,528 18,396 19,213 19,419 7% 1% Revenue 516,667 542,022 563,973 674,031 564,164 537,185 528,869 670,096 (1)% 27% Americas 208,013 229,392 228,326 324,696 212,695 212,781 211,247 317,350 (2)% 50% EMEA 189,092 191,682 207,168 221,019 222,611 201,080 195,230 220,904 (0.1)% 13% APAC 119,562 120,948 128,479 128,316 128,858 123,324 122,392 131,842 3% 8% TAC (306,693) (322,200) (329,576) (397,087) (323,746) (306,963) (305,387) (398,238) 0.3% 30% Americas (128,867) (145,289) (141,869) (203,368) (131,521) (125,502) (126,406) (196,168) (4)% 55% EMEA (107,583) (106,605) (115,446) (120,662) (119,893) (112,577) (111,131) (128,053) 6% 15% APAC (70,243) (70,306) (72,261) (73,057) (72,332) (68,884) (67,850) (74,017) 1% 9% Revenue ex-TAC 209,974 219,822 234,397 276,944 240,418 230,222 223,482 271,858 (2)% 22% Americas 79,146 84,103 86,457 121,328 81,174 87,279 84,841 121,182 (0.1)% 43% EMEA 81,509 85,077 91,722 100,357 102,718 88,503 84,099 92,851 (7)% 10% APAC 49,319 50,642 56,218 55,259 56,526 54,440 54,542 57,825 5% 6.0% Adjusted EBITDA 56,454 54,086 79,116 119,928 77,932 68,774 69,591 104,762 (13)% 51% Cash flow from operating activities 44,238 60,491 61,727 79,002 84,527 40,341 50,256 85,600 8% 70% Capital expenditures 28,206 27,055 27,773 25,476 32,567 17,847 29,656 45,408 78% 53% Capital expenditures / Revenue 5% 5% 5% 4% 6% 3% 6% 7% 75% 17% Net cash position 303,813 308,185 357,983 414,111 483,874 480,285 458,690 364,426 (12)% (21)% Headcount 2,582 2,690 2,712 2,764 2,675 2,678 2,737 2,744 (1)% 0.3% Days Sales Outstanding (days -end of month) 56 57 56 57 60 61 60 58 N.A. N.A. ---
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SOURCE Criteo S.A.