Criteo Reports Strong Results for the Fourth Quarter and Fiscal Year 2016

NEW YORK – February 22, 2017 – Criteo S.A. (NASDAQ: CRTO), the performance marketing technology company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2016.

• Q4 revenue increased 43%, or 43% at constant currency,¹ to $567 million.
• Fiscal year revenue increased 36%, or 36% at constant currency, to $1,799 million.
•  Q4 revenue excluding traffic acquisition costs, or Revenue ex-TAC,² grew 41%, or 41% at constant currency, to $225 million. Excluding Criteo Sponsored Products, formerly HookLogic,³ Q4 Revenue ex-TAC grew 33%, or 33% at constant currency, to $213 million, or 41% of revenue.
• Fiscal year Revenue ex-TAC grew 37%, or 37% at constant currency, to $730 million. Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or 34% at constant currency, to $718 million, or 41% of revenue.
•  Q4 net income increased 5% to $41 million, or 7% of revenue and 18% of Revenue ex-TAC.
• Fiscal year net income increased 40% to $87 million, or 5% of revenue and 12% of Revenue ex-TAC.

• Q4 Adjusted EBITDA³ increased 55% to $83 million. Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA increased 46% to $78 million, or 15% of revenue and 37% of Revenue ex-TAC.
• Fiscal year Adjusted EBITDA increased 57% to $225 million. Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA increased 53% to $219 million, or 13% of revenue and 31% of Revenue ex-TAC.

• Q4 Adjusted Net Income per diluted share³ grew 16% to $0.84.
• Fiscal year Adjusted Net Income per diluted share grew 51% to $2.08.

• Q4 cash flow from operating activities excluding Criteo Sponsored Products increased 15% to $77 million.
• Fiscal year cash flow from operating activities excluding Criteo Sponsored Products increased 16% to $159 million.

• Q4 Free Cash Flow³ excluding Criteo Sponsored Products increased 15% to $55 million.
• Fiscal year Free Cash Flow excluding Criteo Sponsored Products increased 31% to $82 million.

“We made great progress in 2016,” said Eric Eichmann, CEO. “We bolstered our performance marketing platform for commerce and brands and opened exciting new avenues of growth.”

“We continued to deliver rapid growth, expanding profitability and strong cash flow,” said Benoit Fouilland, CFO. “This attractive combination demonstrates the unique attributes of our model.”

Operating Highlights

•  We added close to 1,600 net clients in Q4 including Criteo Sponsored products, surpassing 14,400 clients.
• Revenue ex-TAC from existing clients, live in Q4 2015 and still live in Q4 2016, grew 20% at constant currency, demonstrating our ability to drive revenue expansion within our customer base.
• Close to 63% of our Revenue ex-TAC in Q4 excluding Criteo Sponsored Products was generated on mobile ads.
• Users matched through our Universal Match technology generated 60% of Revenue ex-TAC, reflecting the growing adoption of our solution and the high value of matched users for advertisers.
• On October 25, 2016, we launched Criteo Predictive Search, a groundbreaking product that brings our proven performance-based approach to the large and fast-growing Google Shopping market.

Acquisition of HookLogic

On November 9, 2016, Criteo completed the acquisition of HookLogic, Inc., a New York-based company connecting many of the world’s largest ecommerce retailers with consumer brand manufacturers. The acquisition of HookLogic expands Criteo’s business to brand manufacturers and strengthens our performance marketing platform for commerce and brands. We now offer HookLogic’s products under the “Criteo Sponsored Products” name.

Revenue and Revenue ex-TAC

Q4 revenue grew 43%, or 43% at constant currency, to $567 million (Q4 2015: $397 million). Excluding Criteo Sponsored Products, Q4 revenue increased 31%, or 31% at constant currency, to $522 million.

Fiscal year revenue grew 36%, or 36% at constant currency, to $1,799 million (2015: $1,323 million). Excluding Criteo Sponsored Products, fiscal year revenue increased 33%, or 32% at constant currency, to $1,754 million.

Q4 Revenue ex-TAC grew 41%, or 41% at constant currency, to $225 million (Q4 2015: $160 million). Excluding Criteo Sponsored Products, Q4 Revenue ex-TAC grew 33%, or 33% at constant currency, to $213 million. This increase was primarily driven by continued innovation in technology and products, a record addition of new clients and a broader access to publisher inventory.

Fiscal year Revenue ex-TAC grew 37%, or 37% at constant currency, to $730 million (2015: $534 million). Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC grew 34%, or 34% at constant currency, to $718 million.

• In the Americas region, Q4 Revenue ex-TAC grew by 52%, or 50% at constant currency, to $99 million (Q4 2015: $65 million) and represented 44% of total Revenue ex-TAC.
• Americas Revenue ex-TAC for fiscal year 2016 grew by 42%, or 42% at constant currency, to $279 million (2015: $197 million) and represented 38% of total Revenue ex-TAC.
• In the EMEA region, Q4 Revenue ex-TAC grew by 30%, or 36% at constant currency, to $81 million (Q4 2015: $62 million) and represented 36% of total Revenue ex-TAC.
• EMEA Revenue ex-TAC for fiscal year 2016 increased by 26%, or 30% at constant currency, to $287 million (2015: $227 million) and represented 39% of total Revenue ex-TAC.
• In the Asia-Pacific region, Q4 Revenue ex-TAC grew by 38%, or 29% at constant currency, to $45 million (Q4 2015: $32 million) and represented 20% of total Revenue ex-TAC.
• Asia-Pacific Revenue ex-TAC for fiscal year 2016 grew by 50%, or 40% at constant currency, to $164 million (2015: $110 million) and represented 22% of total Revenue ex-TAC.

Q4 Revenue ex-TAC margin as a percentage of revenue was 40%, in line with expectations. Excluding Criteo Sponsored Products, Q4 Revenue ex-TAC margin as a percentage of revenue was 41%, in line with prior quarters.

Fiscal year Revenue ex-TAC margin as a percentage of revenue was 41%, in line with prior years. Excluding Criteo Sponsored Products, fiscal year Revenue ex-TAC margin as a percentage of revenue was 41%.

Net Income and Adjusted Net Income

Q4 net income increased 5% to $41 million (Q4 2015: $39 million). Q4 net income available to shareholders of Criteo S.A. increased 4% to $39 million, or $0.60 per share on a diluted basis (Q4 2015: $38 million, or $0.58 per share on a diluted basis). Excluding Criteo Sponsored Products, Q4 net income decreased 2% to $38 million.

Fiscal year net income increased 40% to $87 million (2015: $62 million). Fiscal year net income available to shareholders of Criteo S.A. increased 38% to $82 million, or $1.25 per share on a diluted basis (2015: $60 million, or $0.91 per share on a diluted basis). Excluding Criteo Sponsored Products, fiscal year net income increased 36% to $85 million.

Q4 Adjusted Net Income, defined as 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 and the tax impact of these adjustments, grew 18% to $55 million, or $0.84 per share on a diluted basis (Q4 2015: $47 million, or $0.72 per share on a diluted basis).

Fiscal year Adjusted Net Income increased 52% to $137 million, or $2.08 per share on a diluted basis (2015: $90 million, or $1.38 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Q4 Adjusted EBITDA increased 55%, or 55% at constant currency, to $83 million (Q4 2015: $53 million). Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA increased 46%, or 45% at constant currency, to $78 million. This increase in Adjusted EBITDA is primarily the result of the strong Revenue ex-TAC performance across all regions in the quarter.

Fiscal year Adjusted EBITDA increased 57%, or 55% at constant currency, to $225 million (2015: $143 million). Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA increased 53%, or 52% at constant currency to $219 million.

Q4 Adjusted EBITDA margin as a percentage of revenue improved 120 basis points to 15% (Q4 2015: 13%) and 350 basis points as a percentage of Revenue ex-TAC to 37% (Q4 2015: 33%). Excluding Criteo Sponsored Products, Q4 Adjusted EBITDA margin as a percentage of revenue improved 150 basis points to 15% and 320 basis points as a percentage of Revenue ex-TAC to 37%.

Fiscal year Adjusted EBITDA margin as a percentage of revenue improved 160 basis points to 12% (2015: 11%) and 390 basis points as a percentage of Revenue ex-TAC to 31% (2015: 27%).

Excluding Criteo Sponsored Products, fiscal year Adjusted EBITDA margin as a percentage of revenue improved 170 basis points to 13% and 370 basis points to 31% as a percentage of Revenue ex-TAC.

Q4 operating expenses increased by 37% to $148 million (Q4 2015: $108 million). Excluding Criteo Sponsored Products, Q4 operating expenses increased by 29% to $139 million.

Q4 operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased by 32% to $128 million (Q4 2015: $97 million). This increase is primarily related to year-over-year headcount growth, including CSP, in Research & Development (51%), Sales & Operations (32%) and General & Administration (29%) to further expand our organization. Excluding Criteo Sponsored Products, Q4 Non-GAAP Operating Expenses increased by 25% to $122 million.

Excluding Criteo Sponsored Products, Q4 Non-GAAP Operating Expenses as a percentage of revenue decreased by over 110 basis points to 23% (2015: 25%) and by 350 basis points to 57% as a percentage of Revenue ex-TAC (2015: 61%).

Fiscal year operating expenses increased by 32% to $524 million (2015: $395 million). Excluding Criteo Sponsored Products, fiscal year operating expenses increased by 30% to $515 million.

Fiscal year Non-GAAP Operating Expenses increased 28% to $459 million (2015: $358 million). Excluding Criteo Sponsored Products, fiscal year Non-GAAP Operating Expenses increased by 26% to $452 million

Excluding Criteo Sponsored Products, fiscal year Non-GAAP Operating Expenses as a percentage of revenue decreased by 130 basis points to 26% (2015: 27%) and by 410 basis points to 63% as a percentage of Revenue ex-TAC (2015: 67%).

Cash Flow and Cash Position

Q4 cash flow from operating activities increased 7% to $72 million (Q4 2015: $67 million). Excluding Criteo Sponsored Products, Q4 cash flow from operating activities increased 15% to $77 million.

Fiscal year cash flow from operating activities increased 12% to $153 million (2015: $137 million). Excluding Criteo Sponsored Products, fiscal year cash flow from operating activities increased 16% to $159 million.

Q4 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, grew 2% to $49 million (Q4 2015: $48 million). Excluding Criteo Sponsored Products, Q4 Free Cash Flow grew 15% to $55 million.

Fiscal year Free Cash Flow increased 21% to $76 million (2015: $63 million). Excluding Criteo Sponsored Products, fiscal year Free Cash Flow increased 31% to $82 million.

Total cash and cash equivalents were $270 million as of December 31, 2016 (2015: $354 million).

Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of February 22, 2017.

First Quarter 2017 Guidance:

• We expect Revenue ex-TAC to be between $200 million and $205 At the foreign exchange rates provided in connection with our Q4 2016 guidance, this would equate to Revenue ex-TAC between $208 million and $213 million.
• We expect Adjusted EBITDA to be between $47 million and $52 At the foreign exchange rates provided in connection with our Q4 2016 guidance this would equate to Adjusted EBITDA between $51 million and $56 million.

Fiscal Year 2017 Guidance:

• We expect Revenue ex-TAC growth to be between 27% and 31% at constant currency.
• We expect Adjusted EBITDA margin as a percentage of Revenue ex-TAC to increase between 0 basis point and 50 basis points.

The above guidance for the first quarter ending March 31, 2017 and the fiscal year ending December 31, 2017 assumes the following exchange rates for the main currencies having an impact on our business: a U.S. dollar-euro rate of 0.94, a U.S. dollar-Japanese yen rate of 116, a U.S. dollar-British pound rate of 0.81 and a U.S. dollar-Brazilian real rate of 3.25.

The above guidance assumes no acquisitions are completed during the fiscal year ending December 31, 2017.

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, 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, service costs (pension), 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, 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, 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, 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, 2017 and the fiscal year ending December 31, 2017, 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, the impact of competition, uncertainty regarding international growth and expansion, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters, 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 29, 2016, 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 22, 2017, 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:

• 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) delivers personalized performance marketing at an extensive scale. Measuring return on post-click sales, Criteo makes ROI transparent and easy to measure. Criteo has over 2,500 employees in more than 30 offices across the Americas, EMEA and Asia-Pacific, serving over 14,000 advertisers worldwide and with direct relationships with thousands of publishers.

Criteo Investor Relations:
Edouard Lassalle, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, Sr. Manager IR, f.edelmann@criteo.com

Criteo Public Relations:
Emma Ferns, Global PR director, e.ferns@criteo.com