CRITEO REPORTS STRONG FINANCIAL RESULTS IN SECOND QUARTER 2021

NEW YORK – August 4, 2021 – Criteo S.A. (NASDAQ: CRTO), the global technology company that provides the world’s leading Commerce Media Platform, today announced financial results for the second quarter ended June 30, 2021 that exceeded the Company’s quarterly guidance.

 Second Quarter 2021 Financial Highlights:

 The following table summarizes our consolidated financial results for the three and six months ended June 30, 2021 and 2020:

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY Change 2021 2020 YoY Change
(in millions, except EPS data)
GAAP Results
Revenue $ 551 $ 438 26 % $ 1,092 $ 941 16 %
Net Income $ 15 $ 6 144 % $ 38 $ 23 70 %
Diluted EPS $ 0.23 $ 0.09 156 % $ 0.58 $ 0.34 71 %
Cash from operating activities $ 26 $ 33 (21) % $ 104 $ 90 15 %
Net cash position $ 490 $ 578 (15) % $ 490 $ 578 (15) %
Non-GAAP Results1
Revenue ex-TAC $ 220 $ 180 22 % $ 434 $ 386 12 %
Revenue ex-TAC margin 40 % 41 % (1) % 40 % 41 % (1) %
Adjusted EBITDA $ 67 $ 39 73 % $ 143 $ 98 46 %
Adjusted diluted EPS $ 0.63 $ 0.27 133 % $ 1.31 $ 0.79 66 %
Free Cash Flow (FCF) $ 13 $ 15 (11) % $ 77 $ 60 28 %

 

 “We continue to execute on our Commerce Media Platform strategy and are excited to see our vision coming to life,” said Megan Clarken, CEO. “We feel very good about our solid performance and continued momentum.”

 

 Q2 2021 Operating Highlights

 

  • The media spend we activated for marketers and media owners increased 31% year-over-year.
  • New solutions grew 50% year-over-year at constant currency2 to 25% of total revenue ex-TAC.
  • Retail Media revenue grew 10% and Retail Media Revenue ex-TAC grew 49% year-over-year at constant currency2. Same-retailer revenue ex-TAC3 for Retail Media increased 65% year-over-year.
  • Criteo acquired Mabaya, a leading retail media technology company that powers sponsored products and retail media monetization for major ecommerce marketplaces globally.
  • We added Best Buy and a large high-end fashion specialty retailer in the U.S to our Retail Media Platform.
  • We added over 700 net new clients and closed the quarter with over 21,300 clients.
  • Same-client revenue3 increased 22% and same-client revenue ex-TAC2 increased 16% year-over-year at constant currency2.
  • We expanded our Product leadership team, with a series of key hires to accelerate Product innovation and Go-to-Market.
  • During our successful 2021 Investor Day, we revealed our roadmap for the future of the open internet and unveiled our new Criteo branding to align with our significant transformation executed over the last year, including a new logo, visual identity and brand positioning, “The Future is Wide Open”.

 

___________________________________________________

1 Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA at constant currency, Adjusted EBITDA margin, Adjusted diluted EPS, Free Cash Flow and growth at constant currency are not measures calculated in accordance with U.S. GAAP.

2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the 2020 average exchange rates for the relevant period to 2021 figures.

3 Same-client revenue or Revenue ex-TAC is the revenue or Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.

 

Financial Summary

 Revenue for Q2 2021 was $551 million and Revenue ex-TAC was $220 million. Adjusted EBITDA for the quarter was $67 million, resulting in an adjusted diluted EPS of $0.63. At constant currency, Q2 2021 Revenue increased by 22% and Revenue ex-TAC increased by 18%. Free Cash Flow was $13 million in Q2 2021, growing 28% in the first half 2021 to $77 million, and driving a Free Cash Flow conversion rate of 54% of Adjusted EBITDA in the first half 2021. As of June 30, 2021, we had $553 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, “With strong double-digit growth in our new solutions, fast execution on our leading Commerce Media Platform and solid operating margins, we continue to invest in our sustainable and profitable growth.”

Revenue and Revenue ex-TAC

 Revenue increased by 26% year-over-year in Q2 2021, or 22% at constant currency, to $551 million (Q2 2020: $438 million). Revenue ex-TAC in the quarter increased 22% year-over-year, or 18% at constant currency, to $220 million (Q2 2020: $180 million). Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 40% (Q2 2020: 41%).

 

  • Marketing Solutions revenue grew 28% (or 23% at constant currency) and Marketing Solutions revenue ex-TAC grew 19% (or 15% at constant currency), driven by increased spend from Retail clients, both on our retargeting and audience targeting solutions, offsetting part of the negative impact from continued lower spend from Travel clients.
  • Retail Media revenue grew 13% (or 10% at constant currency) and Retail Media revenue ex-TAC increased 53% (or 49% on a constant currency basis), driven by good execution around Prime Day in North America and continued traction in EMEA.

 

  • In the Americas, Revenue increased 19% year-over-year, or 19% at constant currency, to $221 million and represented 40% of total Revenue. Revenue ex-TAC increased 24% year-over-year, or 23% at constant currency, to $87 million and represented 40% of total Revenue ex-TAC.
  • In EMEA, Revenue increased 31% year-over-year, or 21% at constant currency, to $209 million and represented 38% of total Revenue. Revenue ex-TAC increased 22% year-over-year, or 13% at constant currency, to $85 million and represented 38% of total Revenue ex-TAC.
  • In Asia-Pacific, Revenue increased 31% year-over-year, or 29% at constant currency, to $121 million and represented 22% of total Revenue. Revenue ex-TAC increased 22% year-over-year, or 20% at constant currency, to $49 million and represented 22% of total Revenue ex-TAC.

Net Income and Adjusted Net Income

 Net income grew 144% to $15 million in Q2 2021 (Q2 2020: $6 million). Net income margin as a percentage of revenue was 3% (Q2 2020: 1%). In the quarter, we incurred $10 million in restructuring related and transformation costs. Net income available to shareholders of Criteo S.A. was $15 million, or $0.23 per share on a diluted basis (Q2 2020: $6 million, or $0.09 per share on a diluted basis).

 Adjusted Net Income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs, restructuring related and transformation costs and the tax impact of these adjustments, was $41 million, or $0.63 per share on a diluted basis (Q2 2020: $17 million, or $0.27 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

 Adjusted EBITDA increased 73% year-over-year, or 61% at constant currency, to $67 million (Q2 2020: $39 million), driven by the Revenue ex-TAC performance over the period and effective cost management balanced with growth investments. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 31% (Q2 2020: 22%).

 Operating expenses increased by 20% or $27 million, to $163 million (Q2 2020: $136 million), mostly driven by investments in our growth areas, including R&D, in a context of disciplined expense management. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, acquisition-related costs, restructuring related and transformation costs, and depreciation and amortization, which we refer to as Non-GAAP Operating Expenses, increased by 9% or $11 million, to $131 million (Q2 2020: $120 million), driven by investments in our growth areas, including R&D, and the impact of our growing stock price on our social charges over the period.

Cash Flow, Cash and Financial Liquidity Position

 Cash flow from operating activities decreased 21% year-over-year to $26 million in Q2 2021 (Q2 2020: $33 million) and grew 15% to $104 million in the first half 2021 (H1 2020: $90 million).

 Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, decreased 11% to $13 million (Q2 2020: $15 million), but grew 28% in the first half 2021 to $77 million (H1 2020: $60 million), driving a Free Cash Flow conversion rate of 54% of Adjusted EBITDA in the first half 2021 (H1 2020: 61%).

 In Q2 2021, we acquired Mabaya, expanding our Commerce Media Platform into the exciting area of online marketplaces. Cash and cash equivalents increased $2 million compared to December 31, 2020 to $490 million, after the Mabaya acquisition and spending $30 million on share repurchases in the second quarter of 2021.

 As of June 30, 2021, the Company had total financial liquidity in excess of $1 billion, including its cash position, marketable securities, Revolving Credit Facility and treasury shares reserved for M&A.

 Business Outlook

 The following forward-looking statements reflect Criteo’s expectations as of August 4, 2021.

 Fiscal year 2021 guidance:

  • We raise our Revenue ex-TAC growth outlook to between +6% and +8% at constant-currency.
  • We raise our expectation of our Adjusted EBITDA margin to approximately 32% of Revenue ex-TAC.

Third quarter 2021 guidance:

  • We expect Revenue ex-TAC between $202 million and $205 million, translating into constant-currency growth between +8% and +9% year-over-year.
  • We expect Adjusted EBITDA between $47 million and $50 million.

The above guidance for the third quarter and the fiscal year ending December 31, 2021 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.831, a U.S. dollar-Japanese Yen rate of 108, a U.S. dollar-British pound rate of 0.719, a U.S. dollar-Korean Won rate of 1,112 and a U.S. dollar-Brazilian real rate of 5.36.

The above guidance assumes no acquisitions are completed during the third quarter ending September 30, 2021 and fiscal year ended December 31, 2021.

Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S. GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

 

 Non-GAAP Financial Measures

 This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission (“SEC”): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

 Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs (“TAC”) generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business and across our geographies.

 Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.

 Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs and restructuring related and transformation costs.

Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs and restructuring related and transformation costs, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

 

In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

 Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company’s ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

 Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, and restructuring related and transformation costs. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

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

Forward-Looking Statements Disclosure

 This press release contains forward-looking statements, including projected financial results for the quarter ending June 30, 2021 and the year ended December 31, 2021, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding the scope and impact of the COVID-19 pandemic on our employees, operations, revenue and cash flows, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2021, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, the COVID-19 pandemic continues to have a significant impact on Criteo’s business, financial condition, cash flow and results of operations. There are significant uncertainties about the duration and the extent of the impact of the COVID-19 virus.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

 

Conference Call Information

 Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, August 4, 2021, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on https://www.webcaster4.com/Webcast/Page/1274/42221 and will be available for replay on the Company’s website ir.criteo.com.

 

  • 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 global technology company that provides the world’s leading Commerce Media Platform. 2,500 Criteo team members partner with over 21,000 marketers and thousands of media owners around the globe to activate the world’s largest set of commerce data to drive better commerce outcomes. By powering trusted and impactful advertising, Criteo brings richer experiences to every consumer while supporting a fair and open internet that enables discovery, innovation and choice. For more information, please visit criteo.com.

 

 Contacts

Criteo Investor Relations

Edouard Lassalle, SVP, Market Relations & Capital Markets, e.lassalle@criteo.com

Clemence Vermersch, Director, Investor Relations, c.vermersch@criteo.com

 Criteo Public Relations

Jessica Meyers, Director, Public Relations, Americas, j.meyers@criteo.com

 

 

Financial information to follow

 

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

June 30, 2021 December 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 489,521 $ 488,011
 Trade receivables, net of allowances of $42.6 million and $39.9 million at June 30, 2021 and December 31, 2020, respectively 438,703 474,055
Income taxes 13,055 11,092
Other taxes 71,866 69,987
Other current assets 21,841 21,405
Marketable Securities – current portion 53,471
Total current assets 1,088,457 1,064,550
Property, plant and equipment, net 161,971 189,505
Intangible assets, net 88,558 79,744
Goodwill 332,295 325,805
Right of Use Asset – operating lease 130,104 114,012
Marketable securities – non current portion 10,000 41,809
Non-current financial assets 14,766 18,109
Deferred tax assets 16,291 19,876
    Total non-current assets 753,985 788,860
Total assets $ 1,842,442 $ 1,853,410
Liabilities and shareholders’ equity
Current liabilities:
Trade payables $ 341,047 $ 367,025
Contingencies 1,945 2,250
Income taxes 3,105 2,626
Financial liabilities – current portion 3,219 2,889
Lease liability – operating – current portion 37,243 48,388
Other taxes 54,697 58,491
Employee – related payables 74,491 85,272
Other current liabilities 40,988 33,390
Total current liabilities 556,735 600,331
Deferred tax liabilities 4,176 5,297
Defined benefit plans 6,014 6,167
Financial liabilities – non-current portion 375 386
Lease liability – operating – non-current portion 103,888 83,007
Other non-current liabilities 13,185 5,535
    Total non-current liabilities 127,638 100,392
Total liabilities 684,373 700,723
Commitments and contingencies
Shareholders’ equity:
Common shares, €0.025 par value, 66,697,360 and 66,272,106  shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020, respectively. 2,173 2,161
Treasury stock, 6,080,008 and  5,632,536 shares at cost as of June 30, 2021 and December 31, 2020, respectively. (111,823) (85,570)
Additional paid-in capital 720,762 693,164
Accumulated other comprehensive income (loss) (7,438) 16,028
Retained earnings 519,893 491,359
Equity – attributable to shareholders of Criteo S.A. 1,123,567 1,117,142
Non-controlling interests 34,502 35,545
Total equity 1,158,069 1,152,687
Total equity and liabilities $ 1,842,442 $ 1,853,410

 

 

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

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY

Change

2021 2020 YoY

Change

Revenue $ 551,311 $ 437,614 26 % $ 1,092,388 $ 940,990 16 %
Cost of revenue
Traffic acquisition cost (331,078) (257,698) 28 % (658,745) (555,062) 19 %
Other cost of revenue (37,364) (33,914) 10 % (72,076) (67,720) 6 %
Gross profit 182,869 146,002 25 % 361,567 318,208 14 %
Operating expenses:
Research and development expenses (41,915) (31,247) 34 % (73,612) (68,762) 7 %
Sales and operations expenses (80,751) (75,781) 7 % (160,105) (160,755) (0.4) %
General and administrative expenses (40,474) (29,185) 39 % (73,902) (55,100) 34 %
Total Operating expenses (163,140) (136,213) 20 % (307,619) (284,617) 8 %
Income from operations 19,729 9,789 102 % 53,948 33,591 61 %
Financial expense (519) (1,003) (48) % (1,237) (1,337) (7) %
Income before taxes 19,210 8,786 119 % 52,711 32,254 63 %
Provision for income taxes (4,181) (2,636) 59 % (14,232) (9,676) 47 %
Net Income $ 15,029 $ 6,150 144 % $ 38,479 $ 22,578 70 %
Net income available to shareholders of Criteo S.A. $ 14,804 $ 5,716 159 % $ 37,210 $ 21,175 76 %
Net income available to non-controlling interests $ 225 $ 434 (48) % $ 1,269 $ 1,403 (10) %
Weighted average shares outstanding used in computing per share amounts:
Basic 60,663,301 61,415,467 60,702,780 61,553,875
Diluted 64,665,212 61,790,135 64,371,603 61,958,499
Net income allocated to shareholders per share:
Basic $ 0.24 $ 0.09 167 % $ 0.61 $ 0.34 79 %
Diluted $ 0.23 $ 0.09 156 % $ 0.58 $ 0.34 71 %

 

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY

Change

2021 2020 YoY

Change

Net income $ 15,029  $ 6,150  144  % $ 38,479  $ 22,578  70  %
Non-cash and non-operating items 35,888 33,083 8 % 65,905 65,911 %
           – Amortization and provisions 25,161 27,907 (10) % 42,386 54,951 (23) %
           – Equity awards compensation expense (1) 11,670 7,160 63 % 18,885 15,662 21 %
           – Net gain or (loss) on disposal of non-current assets 14 (123) NM 3,959 2,143 85 %
           – Change in deferred taxes (2,693) (4,939) (45) % 2,305 (7,617) NM
           – Change in income taxes 1,724 3,056 (44) % (1,655) 727 NM
           – Other 12 22 (45) % 25 45 (44) %
Changes in working capital related to operating activities (24,557) (5,856) NM (662) 1,631  NM
           – (Increase) / Decrease in trade receivables (21,031) 27,318 NM 26,195 126,706 (79) %
           – Increase / (Decrease) in trade payables (9,266) (22,118) (58) % (19,906) (103,797) (81) %
           – (Increase) / Decrease in other current assets (137) 15,448 NM (5,187) 5,050 NM
           – Increase / (Decrease) in other current liabilities 3,458 (25,503) NM (1,069) (26,448) (96) %
           – Change in operating lease liabilities and right of use assets 2,419 (1,001) NM (695) 120 NM
CASH FROM OPERATING ACTIVITIES 26,360  33,377  (21) % 103,722  90,120  15  %
Acquisition of intangible assets, property, plant and equipment (15,663) (29,471) (47) % (27,616) (40,729) (32) %
Change in accounts payable related to intangible assets, property, plant and equipment 2,535 10,939 (77) % 708 10,460 (93) %
Payment for businesses, net of cash acquired (9,598) NM (9,598) NM
Change in other non-current financial assets (17,056) (21,238) (20) % (20,308) (20,349) (0.2) %
CASH USED FOR INVESTING ACTIVITIES (39,782) (39,770) —  % (56,814) (50,618) 12  %
Proceeds from borrowings under line-of-credit agreement 154,310 NM 154,310 NM
Repayment of borrowings (1,090) 1 NM (1,272) (169) NM
Proceeds from exercise of stock options 7,501 (20) NM 9,575 (16) NM
Repurchase of treasury stocks (29,999) (14,860) NM (34,929) (33,101) 6 %
Change in other financial liabilities (370) (573) (35) % (748) (927) (19) %
CASH (USED FOR) FROM FINANCING ACTIVITIES (23,958) 138,858  NM (27,374) 120,097  NM
Effect of exchange rates changes on cash and cash equivalents 6,841 9,210 (26) % (18,024) (181) NM
Net increase (decrease) in cash and cash equivalents (30,539) 141,675 NM 1,510 159,418 (99) %
Net cash and cash equivalents at beginning of period 520,060 436,506 19 % 488,011 418,763 17 %
Net cash and cash equivalents at end of period $ 489,521  $ 578,181  (15) % $ 489,521  $ 578,181  (15) %
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds $ (5,150) $ (4,519) 14 % $ (13,582) $ (16,566) (18) %
Cash paid for interest $ (369) $ (317) 16 % $ (736) $ (666) 11 %

 

(1) Share-based compensation expense according to ASC 718 Compensation – stock compensation accounted for $11.2 million and $6.8 million of equity awards compensation expense for the quarter ended June  30, 2021 and 2020, respectively, and $18.0 million and $14.9 million of equity awards compensation for the six months ended June, 30, 2021 and 2020, respectively.

  

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

 

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY

Change

2021 2020 YoY

Change

CASH FROM OPERATING ACTIVITIES $ 26,360 $ 33,377 (21) % $ 103,722 $ 90,120 15 %
Acquisition of intangible assets, property, plant and equipment (15,663) (29,471) (47) % (27,616) (40,729) (32) %
Change in accounts payable related to intangible assets, property, plant and equipment 2,535 10,939 (77) % 708 10,460 (93) %
FREE CASH FLOW (1) $ 13,232 $ 14,845 (11) % $ 76,814 $ 59,851 28 %

 

 

(1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment.

 

CRITEO S.A.

Reconciliation of Revenue ex-TAC to Revenue

(U.S. dollars in thousands, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
Region 2021 2020 YoY Change YoY Change at Constant Currency 2021 2020 YoY Change YoY Change at Constant Currency
Revenue
Americas $ 221,227 $ 185,674 19 % 19 % $ 425,127 $ 377,419 13 % 13 %
EMEA 209,303 159,621 31 % 21 % 421,399 349,735 20 % 12 %
Asia-Pacific 120,781 92,319 31 % 29 % 245,862 213,836 15 % 12 %
Total 551,311 437,614 26 % 22 % 1,092,388 940,990 16 % 12 %
Traffic acquisition costs (1)
Americas (134,332) (115,317) 16 % 16 % (261,960) (235,339) 11 % 12 %
EMEA (124,747) (90,153) 38 % 27 % (251,395) (198,550) 27 % 17 %
Asia-Pacific (71,999) (52,228) 38 % 36 % (145,390) (121,173) 20 % 17 %
Total (331,078) (257,698) 28 % 24 % (658,745) (555,062) 19 % 15 %
Revenue ex-TAC (1)
Americas 86,895 70,357 24 % 23 % 163,167 142,080 15 % 15 %
EMEA 84,556 69,468 22 % 12 % 170,004 151,185 12 % 4 %
Asia-Pacific 48,782 40,091 22 % 20 % 100,472 92,663 8 % 6 %
Total $ 220,233 $ 179,916 22 % 18 % $ 433,643 $ 385,928 12 % 9 %

 

Three Months Ended Six Months Ended
June 30, June 30,
Solution 2021 2020 YoY Change YoY Change at Constant Currency 2021 2020 YoY Change YoY Change at Constant Currency
Revenue
Marketing Solutions $ 487,465 $ 381,270 28 % 23 % $ 970,655 $ 851,043 14 % 10 %
Retail Media (2) 63,846 56,344 13 % 10 % 121,733 89,947 35 % 32 %
Total 551,311 437,614 26 % 22 % 1,092,388 940,990 16 % 12 %
Traffic acquisition costs (1)
Marketing Solutions (294,132) (218,990) 34 % 30 % (585,005) (492,047) 19 % 15 %
Retail Media (2) (36,946) (38,708) (5) % (7) % (73,740) (63,015) 17 % 14 %
Total (331,078) (257,698) 28 % 24 % (658,745) (555,062) 19 % 15 %
Revenue ex-TAC (1)
Marketing Solutions 193,333 162,280 19 % 15 % 385,650 358,996 7 % 4 %
Retail Media (2) 26,900 17,636 53 % 49 % 47,993 26,932 78 % 74 %
Total $ 220,233 $ 179,916 22 % 18 % $ 433,643 $ 385,928 12 % 9 %

 

(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region and solution can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution, or similarly titled measures but define the regions, and product families differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution alongside our other U.S. GAAP financial results, including revenue. The above tables provide a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region and Revenue ex-TAC by Solution to revenue by solution.

 

 (2) Criteo operates as one operating segment. From January 1, 2021 we have disaggregated revenues between Marketing Solutions and Retail Media.  A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition.

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY

Change

2021 2020 YoY

Change

Net income $ 15,029 $ 6,150 144 % $ 38,479 $ 22,578 70 %
Adjustments:
Financial expense 519 1,003 (48) % 1,237 1,337 (7) %
Provision for income taxes 4,181 2,636 59 % 14,232 9,676 47 %
Equity awards compensation expense 11,669 7,159 63 % 19,551 15,662 25 %
Research and development 4,218 2,068 NM 6,714 4,438 51 %
Sales and operations 3,636 1,572 NM 6,005 5,190 16 %
General and administrative 3,815 3,519 8 % 6,832 6,034 13 %
Pension service costs 337 539 (37) % 675 1,077 (37) %
Research and development 175 269 (35) % 350 538 (35) %
Sales and operations 53 95 (44) % 106 190 (44) %
General and administrative 109 175 (38) % 219 349 (37) %
Depreciation and amortization expense 22,491 20,208 11 % 44,345 44,346 %
Cost of revenue 15,744 13,098 20 % 30,988 25,869 20 %
Research and development (1) 2,207 1,658 33 % 3,960 7,308 (46) %
Sales and operations 3,702 4,221 (12) % 7,656 8,561 (11) %
General and administrative 838 1,231 (32) % 1,741 2,608 (33) %
Acquisition-related costs 3,047 NM 3,047 NM
General and administrative 3,047 NM 3,047 NM
Restructuring related and transformation costs (2) 9,996 1,216 NM 21,632 3,425 NM
Research and development 4,831 513 NM 6,267 1,508 NM
Sales and operations 1,551 415 NM 8,918 1,436 NM
General and administrative 3,614 288 NM 6,447 481 NM
Total net adjustments 52,240 32,761 59 % 104,719 75,523 39 %
Adjusted EBITDA (3) $ 67,269 $ 38,911 73 % $ 143,198 $ 98,101 46 %

(1) For the Six Months Ended June 30, 2020, the Company recognized an accelerated amortization expense for Manage technology due to a revised useful life in 2020 ($4.0 million in Research and development).

(2) For the Three Months and the Six Months Ended June 2021, and June 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its Commerce Media Platform strategy:

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
(Gain) from forfeitures of share-based compensation awards (666)
Facilities related costs 9,721 807 16,337 1,794
Payroll related costs (181) 409 4,971 1,631
Consulting costs related to transformation 456 990
Total restructuring related and transformation costs $ 9,996  $ 1,216  $ 21,632  $ 3,425 

 

For the three months ended June 30, 2021 and June 30, 2020, respectively, the cash outflows related to restructuring related and transformation costs were $10.3 million, and $2.1 million respectively, and were mainly comprised of payroll costs, broker and termination penalties related to real-estate facilities and other consulting fees.

 

(3) We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, acquisition-related costs and restructuring related and transformation costs. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, and restructuring related and transformation costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.

 

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)

 

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY Change 2021 2020 YoY Change
Research and Development expenses $ (41,915) $ (31,247) 34 % $ (73,612) $ (68,762) 7 %
Equity awards compensation expense 4,218 2,068 NM 6,714 4,438 51 %
Depreciation and Amortization expense 2,207 1,658 33 % 3,960 7,308 (46) %
Pension service costs 175 269 (35) % 350 538 (35) %
Restructuring related and transformation costs 4,831 513 NM 6,267 1,508 NM
Non GAAP – Research and Development expenses (30,484) (26,739) 14 % (56,321) (54,970) 2 %
Sales and Operations expenses (80,751) (75,781) 7 % (160,105) (160,755) (0.4) %
Equity awards compensation expense 3,636 1,572 NM 6,005 5,190 16 %
Depreciation and Amortization expense 3,702 4,221 (12) % 7,656 8,561 (11) %
Pension service costs 53 95 (44) % 106 190 (44) %
Restructuring related and transformation costs 1,551 415 NM 8,918 1,436 NM
Non GAAP – Sales and Operations expenses (71,809) (69,478) 3 % (137,420) (145,378) (5) %
General and Administrative expenses (40,474) (29,185) 39 % (73,902) (55,100) 34 %
Equity awards compensation expense 3,815 3,519 8 % 6,832 6,034 13 %
Depreciation and Amortization expense 838 1,231 (32) % 1,741 2,608 (33) %
Pension service costs 109 175 (38) % 219 349 (37) %
Acquisition-related costs 3,047 NM 3,047 NM
Restructuring related and transformation costs 3,614 288 NM 6,447 481 NM
Non GAAP – General and Administrative expenses (29,051) (23,972) 21 % (55,616) (45,628) 22 %
Total Operating expenses (163,140) (136,213) 20 % (307,619) (284,617) 8 %
Equity awards compensation expense 11,669 7,159 63 % 19,551 15,662 25 %
Depreciation and Amortization expense 6,747 7,110 (5) % 13,357 18,477 (28) %
Pension service costs 337 539 (37) % 675 1,077 (37) %
Acquisition-related costs 3,047 NM 3,047 NM
Restructuring related and transformation costs 9,996 1,216 NM 21,632 3,425 NM
Total Non GAAP Operating expenses (1) $ (131,344) $ (120,189) 9 % $ (249,357) $ (245,976) 1 %

 

(1) We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, acquisition-related costs and restructuring related and transformation costs. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community.

CRITEO S.A.

 Detailed Information on Selected Items

(U.S. dollars in thousands, unaudited)

 

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY Change 2021 2020 YoY Change
Equity awards compensation expense
Research and development $ 4,218 $ 2,068 NM $ 6,714 $ 4,438 51 %
Sales and operations 3,636 1,572 NM 6,005 5,190 16 %
General and administrative 3,815 3,519 8 % 6,832 6,034 13 %
Total equity awards compensation expense 11,669 7,159 63 % 19,551 15,662 25 %
Pension service costs
Research and development 175 269 (35) % 350 538 (35) %
Sales and operations 53 95 (44) % 106 190 (44) %
General and administrative 109 175 (38) % 219 349 (37) %
Total pension service costs 337 539 (37) % 675 1,077 (37) %
Depreciation and amortization expense
Cost of revenue 15,744 13,098 20 % 30,988 25,869 20 %
Research and development 2,207 1,658 33 % 3,960 7,308 (46) %
Sales and operations 3,702 4,221 (12) % 7,656 8,561 (11) %
General and administrative 838 1,231 (32) % 1,741 2,608 (33) %
Total depreciation and amortization expense 22,491 20,208 11 % 44,345 44,346 %
Acquisition-related costs
General and administrative 3,047 NM 3,047 NM
Total acquisition-related costs 3,047 NM 3,047 NM
Restructuring related and transformation costs
Research and development 4,831 513 NM 6,267 1,508 NM
Sales and operations 1,551 415 NM 8,918 1,436 NM
General and administrative 3,614 288 NM 6,447 481 NM
Total restructuring related and transformation costs $ 9,996 $ 1,216 NM $ 21,632 $ 3,425 NM

 

 

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands except share and per share data, unaudited)

 

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY Change 2021 2020 YoY Change
Net income $ 15,029 $ 6,150 144 % $ 38,479 $ 22,578 70 %
Adjustments:
Equity awards compensation expense 11,669 7,159 63 % 19,551 15,662 25 %
Amortization of acquisition-related intangible assets (1) 2,936 2,847 3 % 5,871 9,695 (39) %
Acquisition-related costs 3,047 NM 3,047 NM
Restructuring related and transformation costs 9,996 1,216 NM 21,632 3,425 NM
Tax impact of the above adjustments (1,821) (665) NM (4,572) (2,625) 74 %
Total net adjustments 25,827 10,557 NM 45,529 26,157 74 %
Adjusted net income (2) $ 40,856 $ 16,707 145 % $ 84,008 $ 48,735 72 %
Weighted average shares outstanding
 – Basic 60,663,301 61,415,467 60,702,780 61,553,875
 – Diluted 64,665,212 61,790,135 64,371,603 61,958,499
Adjusted net income per share
 – Basic $ 0.67 $ 0.27 148 % $ 1.38 $ 0.79 75 %
 – Diluted $ 0.63 $ 0.27 133 % $ 1.31 $ 0.79 66 %

 

(1) For the Six Months Ended June 30, 2020, the Company recognized an accelerated amortization expense for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).

(2) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs, restructuring related and transformation costs, and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition-related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP-based financial results, including net income.

 

CRITEO S.A.

Constant Currency Reconciliation

(U.S. dollars in thousands, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 YoY

Change

2021 2020 YoY

Change

Revenue as reported $551,311 $437,614 26 % $1,092,388 $940,990 16 %
Conversion impact U.S. dollar/other currencies (18,569) (35,316)
Revenue at constant currency(1) 532,742 437,614 22 % 1,057,072 940,990 12 %
Traffic acquisition costs as reported (331,078) (257,698) 28 % (658,745) (555,062) 19 %
Conversion impact U.S. dollar/other currencies 11,283 21,600
Traffic Acquisition Costs at constant currency(1) (319,795) (257,698) 24 % (637,145) (555,062) 15 %
Revenue ex-TAC as reported(2) 220,233 179,916 22 % 433,643 385,928 12 %
Conversion impact U.S. dollar/other currencies (7,285) (13,715)
Revenue ex-TAC at constant currency(2) 212,948 179,916 18 % 419,928 385,928 9 %
Revenue ex-TAC(2)/Revenue as reported 40% 41% 40% 41%
Other cost of revenue as reported (37,364) (33,914) 10 % (72,076) (67,720) 6 %
Conversion impact U.S. dollar/other currencies 559 881
Other cost of revenue at constant currency(1) (36,805) (33,914) 9 % (71,195) (67,720) 5 %
Adjusted EBITDA(3) 67,269 38,911 73 % 143,198 98,101 46 %
Conversion impact U.S. dollar/other currencies (4,433) (9,024)
Adjusted EBITDA(3) at constant currency(1) $62,836 $38,911 61 % $134,174 $98,101 37 %
Adjusted EBITDA(3)/Revenue ex-TAC(2) 31% 22% 33% 25%

 

(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.

 

(2) Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled “Reconciliation of Revenue ex-TAC to Revenue” for a reconciliation of Revenue Ex-TAC to revenue.

 

(3) Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled “Reconciliation of Adjusted EBITDA to Net Income” for a reconciliation of Adjusted EBITDA to net income.

 

CRITEO S.A.

Information on Share Count

(unaudited)

Six Months Ended
2021 2020
Shares outstanding as at January 1, 60,639,570 62,293,508
Weighted average number of shares issued during the period 63,210 (739,633)
Basic number of shares – Basic EPS basis 60,702,780 61,553,875
Dilutive effect of share options, warrants, employee warrants – Treasury method 3,668,823 404,624
Diluted number of shares – Diluted EPS basis 64,371,603 61,958,499
Shares issued as June 30, before Treasury stocks 66,697,360 66,204,881
Treasury stock as of June 30, (6,080,008) (5,589,408)
Shares outstanding as of June 30, after Treasury stocks 60,617,352 60,615,473
Total dilutive effect of share options, warrants, employee warrants 8,438,680 8,341,925
Fully diluted shares as at June 30, 69,056,032 68,957,398

 

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated, unaudited)

YoY

Change

QoQ Change Q2

2021

Q1

2021

Q4

2020

Q3

2020

Q2

2020

Q1

2020

Q4

2019

Q3

2019

Q2

2019

Clients 5% 3% 21,332 20,626 21,460 20,565 20,359 20,360 20,247 19,971 19,733
Revenue  26% 2% 551,311 541,077 661,282 470,345 437,614 503,376 652,640 522,606 528,147
Americas 19% 8% 221,227 203,900 312,817 204,618 185,674 191,745 306,250 213,937 213,974
EMEA 31% (1)% 209,303 212,096 232,137 167,800 159,621 190,114 216,639 185,556 194,359
APAC 31% (3)% 120,781 125,081 116,328 97,927 92,319 121,517 129,751 123,113 119,814
Revenue 26% 2% 551,311 541,077 661,282 470,345 437,614 503,376 N.A N.A N.A
Marketing Solutions 28% 1% 487,465 483,190 543,262 412,126 381,270 469,773 N.A N.A N.A
Retail Media 13% 10% 63,846 57,887 118,020 58,219 56,344 33,603 N.A N.A N.A
TAC 28% 1% (331,078) (327,667) (408,108) (284,401) (257,698) (297,364) (386,388) (301,901) (304,229)
Americas 16% 5% (134,332) (127,628) (203,341) (130,756) (115,317) (120,022) (189,092) (129,047) (129,491)
EMEA 38% (2)% (124,747) (126,648) (137,384) (97,272) (90,153) (108,397) (124,939) (103,899) (107,401)
APAC 38% (2)% (71,999) (73,391) (67,383) (56,373) (52,228) (68,945) (72,357) (68,955) (67,337)
TAC 28% 1% (331,078) (327,667) (408,108) (284,401) (257,698) (297,364) N.A N.A N.A
Marketing Solutions 34% 1% (294,132) (290,873) (324,017) (243,616) (218,990) (273,057) N.A N.A N.A
Retail Media (5)% —% (36,946) (36,794) (84,091) (40,785) (38,708) (24,307) N.A N.A N.A
Revenue ex-TAC (1) 22% 3% 220,233 213,410 253,174 185,944 179,916 206,012 266,252 220,705 223,918
Americas 24% 14% 86,895 76,272 109,476 73,862 70,357 71,723 117,158 84,890 84,483
EMEA 22% (1)% 84,556 85,448 94,753 70,528 69,468 81,717 91,700 81,657 86,958
APAC 22% (6)% 48,782 51,690 48,945 41,554 40,091 52,572 57,394 54,158 52,477
Revenue ex-TAC (1) 22% 3% 220,233 213,410 253,174 185,944 179,916 206,012 N.A N.A N.A
Marketing Solutions 19% 1% 193,333 192,317 219,245 168,510 162,280 196,716 N.A N.A N.A
Retail Media 53% 28% 26,900 21,093 33,929 17,434 17,636 9,296 N.A N.A N.A
Cash flow from operating activities  (21)% (66)% 26,360 77,362 44,080 51,156 33,377 56,743 59,359 43,289 52,964
Capital expenditures (29)% (5)% 13,128 13,780 22,302 12,898 18,532 11,737 17,520 23,944 32,792
Capital expenditures/Revenue N.A N.A 2% 3% 3% 3% 4% 2% 3% 5% 6%
Net cash position (15)% (6)% 489,521 520,060 488,011 626,744 578,181 436,506 418,763 409,178 422,053
Headcount (4)% 2% 2,572 2,532 2,594 2,636 2,685 2,701 2,755 2,794 2,873
Days Sales Outstanding (days – end of month) N.A N.A 66 64 56 62 61 62 52 57 58

 

(1) We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution because they are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue and review of these measures by region and solution can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution, or similarly titled measures but define the regions, and product families differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution alongside our other U.S. GAAP financial results, including revenue. The above tables provide a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region and Revenue ex-TAC by Solution to revenue by solution.