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Criteo S.A. - Quarter Report: 2016 September (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2016

or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _________ to _________
Commission file number: 001-36153
 
Criteo S.A.
(Exact name of registrant as specified in its charter)
 
France 
 
Not Applicable 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
32, rue Blanche, Paris-France
 
75009
(Address of principal executive offices)
 
(Zip Code)

+33 1 40 40 22 90
(Registrant’s telephone number, including area code)

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day Yes x  No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x    No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
x
Accelerated Filer
¨
Non-accelerated Filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ¨    No x
          As of October 31, 2016, the registrant had 63,761,455 ordinary shares, nominal value €0.025 per share, outstanding.

 



TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



General
Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or "U.S. GAAP."
Trademarks
“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-Q, including statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this Form 10-Q, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “plan,” “potential,” “predict,” “objective,” “should,” or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
our ability to meet the challenges of a growing and international company in a rapidly developing and changing industry, including our ability to forecast accurately;
our ability to maintain an adequate rate of revenue growth and sustain profitability;
the ability of the Criteo Engine to accurately predict engagement by a user;
our ability to continue to collect and utilize data about user behavior and interaction with advertisers;
our ability to adapt to regulatory, legislative or self-regulatory developments regarding internet privacy matters;
our ability to protect users’ information and adequately address privacy concerns;
our ability to acquire an adequate supply of advertising inventory from publishers on terms that are favorable to us;
our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies;
the effects of increased competition in our market;
our ability to enter new marketing channels and to effectively scale our technology platform in new industry verticals;
our ability to manage our international operations and expansion and the integration of our acquisitions;
our ability to maintain, protect and enhance our brand and intellectual property;
failures in our systems or infrastructure; and
our ability to attract and retain qualified employees and key personnel.



You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
     This Form 10-Q may contain market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-Q is generally reliable, such information is inherently imprecise.




PART I
Item 1. Financial Statements.
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
 
Notes
 
December 31, 2015

 
September 30, 2016

 
 
 
(in thousands)
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
    Cash and cash equivalents
3
 
$
353,537

 
$
407,158

    Trade receivables, net of allowances
4
 
261,581

 
268,097

    Income taxes
 
 
2,714

 
4,422

    Other taxes
 
 
29,552

 
45,323

    Other current assets
5
 
16,030

 
20,288

    Total current assets
 
 
663,414

 
745,288

Property, plant and equipment, net
 
 
82,482

 
98,353

Intangible assets, net
6
 
16,470

 
18,595

Goodwill
6
 
41,973

 
45,690

Non-current financial assets
3
 
17,184

 
17,453

Deferred tax assets
 
 
20,196

 
28,586

    Total non-current assets
 
 
178,305

 
208,677

Total assets
 
 
$
841,719

 
$
953,965

Liabilities and shareholders' equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
    Trade payables
 
 
$
246,382

 
$
253,938

    Contingencies
13
 
668

 
286

    Income taxes
 
 
15,365

 
7,133

    Financial liabilities - current portion
8
 
7,156

 
6,403

    Other taxes
 
 
30,463

 
35,844

    Employee - related payables
 
 
42,275

 
42,317

    Other current liabilities
7
 
15,531

 
18,383

    Total current liabilities
 
 
357,840

 
364,304

Deferred tax liabilities
 
 
139

 
752

Retirement benefit obligation
 
 
1,445

 
2,262

Financial liabilities - non current portion
8
 
3,272

 
2,933

    Total non-current liabilities
 
 
4,856

 
5,947

Total liabilities
 
 
362,696

 
370,251

Commitments and contingencies
 
 


 


Shareholders' equity:
 
 
 
 
 
Common shares, €0.025 par value, 62,470,881 and 63,760,491 shares authorized, issued and outstanding at December 31, 2015 and September 30, 2016, respectively.
 
2,052

 
2,087

Additional paid-in capital
 
 
425,220

 
470,871

Accumulated other comprehensive (loss)
 
 
(69,023
)
 
(57,902
)
Retained earnings
 
 
116,076

 
158,945

Equity-attributable to shareholders of Criteo S.A.
 
 
474,325

 
574,001

Non-controlling interests
 
 
4,698

 
9,713

Total equity
 
 
479,023

 
583,714

Total equity and liabilities
 
 
$
841,719

 
$
953,965

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

2


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
 
Three Months Ended
 
Nine Months Ended
 
Notes
September 30, 2015

 
September 30, 2016

 
September 30, 2015

 
September 30, 2016

 
 
(in thousands, except share and per share data)
Revenue
 
$
332,674

 
$
423,867

 
$
926,152

 
$
1,232,321

 
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Traffic acquisition costs
 
(198,970
)
 
(247,310
)
 
(552,097
)
 
(727,034
)
Other cost of revenue
 
(17,206
)
 
(22,332
)
 
(44,418
)
 
(60,950
)
 
 
 
 
 
 
 
 
 
Gross profit
 
116,498

 
154,225

 
329,637

 
444,337

 
 
 
 
 
 
 
 
 
Operating expenses:
 

 

 
 
 
 
Research and development expenses
 
(22,442
)
 
(30,701
)
 
(60,141
)
 
(88,097
)
Sales and operations expenses
 
(56,310
)
 
(68,164
)
 
(169,120
)
 
(201,862
)
General and administrative expenses
 
(19,915
)
 
(32,492
)
 
(57,865
)
 
(85,839
)
Total operating expenses
 
(98,667
)
 
(131,357
)
 
(287,126
)
 
(375,798
)
Income from operations
 
17,831

 
22,868

 
42,511

 
68,539

Financial income (expense)
10
(6,650
)
 
(570
)
 
(5,276
)
 
(1,982
)
Income before taxes
 
11,181

 
22,298

 
37,235

 
66,557

Provision for income taxes
11
(5,388
)
 
(7,574
)
 
(13,896
)
 
(19,968
)
Net income
 
$
5,793


$
14,724

 
$
23,339

 
$
46,589

 
 
 
 
 
 
 
 
 
Net income available to shareholders of Criteo S.A.
 
$
5,096

 
$
13,539

 
$
21,618

 
$
42,869

Net income available to non-controlling interests
 
$
697

 
$
1,185

 
$
1,721

 
$
3,720

 
 
 
 
 
 
 
 
 
Net income allocated to shareholders of Criteo S.A. per share:
 
 
 
 
 
 
 
 
Basic
12
$
0.08

 
$
0.21

 
$
0.35

 
$
0.68

Diluted
12
$
0.08

 
$
0.21

 
$
0.33

 
$
0.66

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding used in computing per share amounts:
 
 
 
 
 
 
 
 
Basic
12
62,082,110

 
63,628,351

 
61,662,308

 
63,163,922

Diluted
12
65,254,238

 
65,816,422

 
65,095,690

 
65,429,757

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.


3


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2015

 
September 30, 2016

 
September 30, 2015

 
September 30, 2016

 
 
(in thousands)
 
 
 
 
 
 
 
 
 
Net income
 
$
5,793

 
$
14,724

 
$
23,339

 
$
46,589

Foreign currency translation differences, net of taxes
 
4,960

 
2,649

 
(24,419
)
 
12,677

Foreign currency translation differences
 
4,960

 
2,649

 
(24,419
)
 
12,677

Income tax effect
 

 

 

 

Actuarial (losses) gains on employee benefits, net of taxes
 
(52
)
 
(73
)
 
161

 
(282
)
Actuarial losses on employee benefits
 
(63
)
 
(90
)
 
194

 
(341
)
Income tax effect
 
11

 
17

 
(33
)
 
59

Financial instruments, net of taxes
 

 

 

 

Fair value change on financial instruments
 

 

 

 

Income tax effect
 

 

 

 

Comprehensive income (loss)
 
$
10,701

 
$
17,300

 
$
(919
)
 
$
58,984

Attributable to shareholders of Criteo S.A.
 
$
9,942

 
$
15,991

 
$
(2,642
)
 
$
54,113

Attributable to non-controlling interests
 
$
759

 
$
1,309

 
$
1,723

 
$
4,871

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

4


CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
 2016

 
September 30, 2015

 
September 30, 2016

 
(in thousands)
Net income
$
5,793

 
$
14,724

 
$
23,339

 
$
46,589

Adjustments to reconcile to cash from operating activities
23,155

 
36,609

 
62,685

 
96,235

Amortization and provisions
13,236

 
16,030

 
32,436

 
45,555

Equity awards compensation expense (1)
4,600

 
13,965

 
16,242

 
30,030

Net gain on disposal of non-current assets
59

 
1

 
85

 
1

Interest accrued
2

 
(972
)
 
9

 
608

Non-cash financial expenses
(130
)
 
11

 
17

 
29

Change in deferred taxes
(979
)
 
(3,121
)
 
(3,149
)
 
(7,545
)
Income tax for the period
6,367

 
10,695

 
17,045

 
27,557

Change in working capital requirement
(7,120
)
 
4,576

 
(2,341
)
 
(22,860
)
(Increase)/decrease in trade receivables
(14,795
)
 
(2,160
)
 
(27,434
)
 
(4,528
)
Increase/(decrease) in trade payables
11,899

 
11,218

 
39,518

 
(3,931
)
(Increase)/decrease in other current assets
(8,781
)
 
(2,856
)
 
(24,664
)
 
(18,633
)
Increase/(decrease) in other current liabilities
4,557

 
(1,626
)
 
10,239

 
4,232

Income taxes paid
(4,328
)
 
(12,278
)
 
(13,237
)
 
(38,152
)
Cash from operating activities
17,500

 
43,631

 
70,446

 
81,812

Acquisition of intangibles assets, property, plant and equipment
(21,514
)
 
(15,792
)
 
(62,671
)
 
(54,970
)
Change in accounts payable related to intangible assets, property, plant and equipment
(2,551
)
 
(4,115
)
 
7,396

 
570

Payments for acquired business, net of cash
(476
)
 

 
(20,551
)
 
(5,074
)
Change in other financial non-current assets
(1,049
)
 
(377
)
 
(6,292
)
 
197

Cash used for investing activities
(25,590
)
 
(20,284
)
 
(82,118
)
 
(59,277
)
Issuance of long-term borrowings
790

 
739

 
3,183

 
3,798

Repayment of borrowings
(1,484
)
 
32

 
(6,130
)
 
(5,416
)
Proceeds from capital increase
3,575

 
1,600

 
10,009

 
17,182

Change in other financial liabilities

 
(25
)
 
(1,000
)
 
(196
)
Cash from financing activities
2,881

 
2,346

 
6,062

 
15,368

Change in net cash and cash equivalents
(5,209
)
 
25,693

 
(5,610
)
 
37,903

Net cash and cash equivalents - beginning of period
321,109

 
377,407

 
351,827

 
353,537

Effect of exchange rate changes on cash and cash equivalents
(1,256
)
 
4,058

 
(31,573
)
 
15,718

Net cash and cash equivalents - end of period
$
314,644

 
$
407,158

 
$
314,644

 
$
407,158

(1) Out of which $13.1 million and $28.6 million is share-based compensation expense according to ASC 718 - Compensation - Stock compensation for the quarter ended and year to date September 30, 2016, respectively.


The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

5


CRITEO S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Criteo S.A. is a global technology company specialized in digital performance marketing. We strive to deliver post-click sales to our advertiser clients at scale and according to the client's targeted return on investment. In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we". The Company uses its proprietary predictive software algorithms coupled with its deep insights into expressed consumer intent and purchasing habits to price and deliver highly relevant and personalized performance advertisements to consumers in real time.

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) the recognition of revenue; (2) the evaluation of our trade receivables and the recognition of a valuation allowance; (3) the recognition and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; (4) the measurement of share-based compensation and (5) the tax provision determination and particularly the estimate of our annual effective tax rate.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that have had a material impact on our unaudited condensed consolidated financial statements and related notes.

Recently Issued Accounting Standards
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount, as if the accounting had been completed at the acquisition date. The Company does not expect the provision of ASU 2015-16 to have a material impact on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted for financial statements that have not yet been made available for issuance.

6



In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that all financial assets and liabilities not accounted for under the equity method be measured at fair value, with the changes in fair value recognized in net income. The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update supersede the requirement to disclose the methods and significant assumptions used in calculating the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The Company can early adopt the provision requiring it to recognize in other comprehensive income the fair value change from instrument-specific credit risk measured using the fair value option for financial instruments. Except for this early application guidance, early adoption is not permitted. The Company is still evaluating the effects that the provision of ASU 2016-01 will have on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption as of fiscal years beginning after December 15, 2017, including interim periods within those fiscal year, is permitted.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company is still evaluating the effects that the provision of ASU 2016-02 will have on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted. 
In March 2016, the FASB issued ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net). ASU 2016-08 amends the principal-versus-agent implementation guidance and illustrations in the FASB's new revenue standard Revenue from Contracts with Customers (ASC Topic 606). The Company is currently evaluating the impact of ASU 2016-08 on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted only as of fiscal years beginning after December 15, 2016, including interim periods within that fiscal year, or fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning one year after the fiscal year in which an entity first applies the guidance in Update 2014-09.
In March 2016 the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 was issued as part of FASB’s initiative to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This update will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period.

In April 2016 the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue standard Revenue from Contracts with Customers (ASC Topic 606). The Company is currently evaluating the impact of ASU 2016-10 on its consolidated financial statements. The effective date of ASU 2016-10 is the same as for requirements of ASC Topic 606.

In May 2016 the FASB issued ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2015-09 and 2014-06 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update). ASU 2016-11 rescinds certain SEC Staff Guidance relating to ASC topics 605 (Revenue Recognition), 932 (Extractive Activities - Oil and Gas), and 815 (Derivatives and Hedging). The ASU became effective immediately. The Company has evaluated the rescinded SEC Staff Guidance and determined it does not have an impact on the consolidated financial statements.

In May 2016 the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients. ASU 2016 - 12 amends narrow aspects of the new revenue standard Revenue from Contracts with Customers (ASC Topic 606) including guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The Company is currently evaluating the impact of ASU 2016-12 on its consolidated financial statements. The effective date of ASU 2016-12 is the same as for requirements of ASC Topic 606.

7


In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Statements. ASU 2016-13 amends the guidance on the impairment of financial instruments. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses rather than incurred credit losses. In addition, this amendment broadens the information an entity must consider in developing its expected credit loss estimate including the use of forecasts in order to ensure more timely information is used to develop the estimate. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year.
In August 2016, the FASB issued ASU 2016-14, Not-for-Profit Entities (Topic 958) Presentation of Financial Statements of Not-for-Profit Entities. As this ASU relates to not-for-profit entities only, it is not applicable to Criteo and it does not have an impact on the consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 amends current U.S. GAAP by adding specific guidance on eight cash flows issues in order to eliminate the current diversity in reporting practices. The eight issues addressed include debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The Company is currently evaluating the impact of ASU 2016-15 on its consolidated financial statements. This update will be effective for fiscal years beginning after December 15, 2018, and interim periods beginning after December 15, 2019. Early adoption is permitted in any interim or annual period.

Note 2. Significant Events and Transactions of the Period

Changes in the scope of consolidation

Business combinations

Monsieur Drive Acquisition    

On May 31, 2016, we acquired all of the outstanding shares of Monsieur Drive S.A.S. ("Monsieur Drive"), a Paris-based company building advertising products for the consumer packaged goods vertical. The total consideration paid was $5.1 million (€4.6 million) for the acquisition of the shares, financed by the available cash resources at the acquisition date (Note 6). This business combination has been accounted for under the acquisition method in accordance with ASC 805 – Business Combinations. A preliminary valuation of the fair value of Monsieur Drive's assets acquired, liabilities assumed and the related allocations of purchase price has been performed as of September 30, 2016 resulting in the identification of a technology asset of $1.4 million (€1.3 million) and a related deferred tax liability of $0.2 million (€0.2 million). Residual goodwill has been valued at $3.9 million (€3.5 million). Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. In addition, acquisition costs were fully expensed as incurred for a total amount of $0.2 million (€0.2 million).

Consolidation scope

Creation of Criteo India Pvt Ltd (India)

This new subsidiary is 100% held and controlled by the Parent company. It is included in the Company’s consolidation scope as of September 30, 2016, but its contribution to the unaudited condensed consolidated financial statements is not material.

Creation of Criteo Finance SAS (France)

This new subsidiary is 100% held and controlled by the Parent company. It is included in the Company’s consolidation scope as of September 30, 2016, but its contribution to the unaudited condensed consolidated financial statements is not material. The business objective of this subsidiary is to enhance the service level to strategic global customers by providing them with one single billing relationship and to consolidate the management of the foreign exchange risk.


8


Note 3. Financial Instruments
Financial Assets
The following schedules disclose our financial assets categories for the presented periods:
 
December 31, 2015
 
Carrying Value

 
Loans and receivables

 
Assets designated at FVTPL (1)

 
Fair value

 
(in thousands)
Cash and cash equivalents
$
353,537

 
$

 
$
353,537

 
$
353,537

Trade receivables, net of allowances
261,581

 
261,581

 

 
261,581

Other taxes
29,552

 
29,552

 

 
29,552

Other current assets
16,030

 
16,030

 

 
16,030

Non-current financial assets
17,184

 
17,184

 

 
17,184

Total
$
677,884

 
$
324,347

 
$
353,537

 
$
677,884

(1) 
Fair value through profit or loss.
 
September 30, 2016
 
Carrying Value
 
Loans and receivables
 
Assets designated at FVTPL (1)
 
Fair value
 
(in thousands)
Cash and cash equivalents
$
407,158

 
$

 
$
407,158

 
$
407,158

Trade receivables, net of allowances
268,097

 
268,097

 

 
268,097

Other taxes
45,323

 
45,323

 

 
45,323

Other current assets
20,288

 
20,288

 

 
20,288

Non-current financial assets
17,453

 
17,453

 

 
17,453

Total
$
758,319

 
$
351,161

 
$
407,158

 
$
758,319

(1) 
Fair value through profit or loss.
Financial Liabilities
 
December 31, 2015
 
Carrying Value
 
Amortized Cost
 
Liabilities designated at FVTPL (1)
 
Fair value
 
(in thousands)
Trade payables
$
246,382

 
$
246,382

 
$

 
$
246,382

Other taxes
30,463

 
30,463

 

 
30,463

Employee-related payables
42,275

 
42,275

 

 
42,275

Other current liabilities
15,531

 
15,531

 

 
15,531

Financial liabilities
10,428

 
9,876

 
552

 
10,428

Total
$
345,079

 
$
344,527

 
$
552

 
$
345,079

(1) 
Fair value through profit or loss.

9


 
September 30, 2016
 
Carrying Value

 
Amortized Cost

 
Liabilities designated at FVTPL (1)

 
Fair value

 
(in thousands)
Trade payables
$
253,938

 
$
253,938

 
$

 
$
253,938

Other taxes
35,844

 
35,844

 

 
35,844

Employee-related payables
42,317

 
42,317

 

 
42,317

Other current liabilities
18,383

 
18,383

 

 
18,383

Financial liabilities
9,336

 
8,700

 
636

 
9,336

Total
$
359,818

 
$
359,182

 
$
636

 
$
359,818

(1) 
Fair value through profit or loss.
Fair Value Measurements     
We measure the fair value of our cash equivalents, which include money market funds and interest bearing deposits, as level 1 and level 2 measurements because they are valued using quoted market prices and observable market data, respectively.
Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.
The following tables provide information for the assets and liabilities carried at fair value as of December 31, 2015 and September 30, 2016:
 
 
 
Fair Value Measurements Using
 
December 31, 2015

 
Level 1

 
Level 2

 
Level 3

 
(in thousands)
Money market funds
$
54,188

 
$
54,188

 
$

 
$

Interest-bearing bank deposits
114,127

 

 
114,127

 

Cash
185,222

 
185,222

 

 

Derivative instruments

 

 

 

Total assets measured at fair value
$
353,537

 
$
239,410

 
$
114,127

 
$

 
 
 
 
 
 
 
 
Derivative instruments
$
552

 
$

 
$
552

 
$

Total liabilities measured at fair value
$
552

 
$

 
$
552

 
$


 
 
 
Fair Value Measurements Using
 
September 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Money market funds
$
140,802

 
$
140,802

 
$

 
$

Interest-bearing bank deposits
133,626

 

 
133,626

 

Cash
132,730

 
132,730

 

 

Derivative instruments

 

 

 

Total assets measured at fair value
$
407,158

 
$
273,532

 
$
133,626

 
$

 
 
 
 
 
 
 
 
Derivative instruments
$
636

 
$

 
$
636

 
$

Total liabilities measured at fair value
$
636

 
$

 
$
636

 
$


10


Note 4. Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
 
December 31, 2015

 
September 30, 2016

 
(in thousands)
Trade accounts receivables
$
267,845

 
$
279,344

(Less) Allowance for doubtful accounts
(6,264
)
 
(11,247
)
Net book value at end of period
$
261,581

 
$
268,097

Changes in allowance for doubtful accounts are summarized below:
 
2015

 
2016

 
(in thousands)
Balance at January 1
$
(3,930
)
 
$
(6,264
)
Allowance for doubtful accounts
(2,258
)
 
(7,733
)
Reversal of provision

 
2,760

Change in consolidation scope
(135
)
 

Currency translation adjustment
333

 
(10
)
Balance at September 30
$
(5,990
)
 
$
(11,247
)
The change in allowance for doubtful accounts for the nine months ended September 30, 2016 related mainly to increased business with categories of clients associated with a higher credit risk.



Note 5. Other Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
 
December 31, 2015

 
September 30, 2016

 
(in thousands)
Prepayments to suppliers
$
2,774

 
$
2,790

Employee-related receivables
94

 
129

Prepaid expenses
9,475

 
13,658

Other debtors
3,687

 
3,711

Derivative instruments

 

Gross book value at end of period
16,030

 
20,288

(Less) Allowance for doubtful accounts

 

Net book value at end of period
$
16,030

 
$
20,288

Prepaid expenses mainly consist of office rental advance payments.

11


Note 6. Intangible assets and Goodwill
Intangible assets
The main changes in intangible assets since December 31, 2015 relate to additions to technology and customer relationships regarding Monsieur Drive, which were identified as intangible assets further to the preliminary purchase price allocation (Note 2). In addition, no triggering events have occurred which would indicate impairment in the balance of either intangible assets or goodwill.
The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:
 
Software

 
Technology and customer relationships

 
Total

Remainder of 2016
$
(1,151
)
 
$
(1,035
)
 
$
(2,186
)
2017
(4,212
)
 
(3,053
)
 
(7,265
)
2018
(3,602
)
 
(2,483
)
 
(6,085
)
2019
(1,952
)
 
(505
)
 
(2,457
)
2020
(591
)
 

 
(591
)
Thereafter
(11
)
 

 
(11
)
Total
$
(11,519
)
 
$
(7,076
)
 
$
(18,595
)
Goodwill
On May 31, 2016, we acquired all of the outstanding shares of Monsieur Drive. The total consideration paid was $5.1 million (€4.6 million) for the acquisition of the shares, financed by the available cash resources at the acquisition date. This business combination has been accounted for under the acquisition method in accordance with ASC 805 – Business Combinations. A preliminary valuation of the fair value of Monsieur Drive's assets acquired, liabilities assumed and the related allocation of purchase price has been performed as of September 30, 2016, resulting in the identification of a technology asset of $1.4 million (€1.3 million) and related deferred tax liability of $0.2 million (€0.2 million). Residual goodwill has been valued at $3.9 million (€3.5 million). Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. In addition, acquisition costs amounting to $0.2 million (€0.2 million) were fully expensed as incurred.
Note 7. Other Current Liabilities
Other current liabilities are presented in the following table:
 
December 31, 2015

 
September 30,
2016

 
(in thousands)
Clients' prepayments
$
6,244

 
$
7,859

Accounts payable relating to capital expenditures
8,037

 
8,702

Other creditors
1,091

 
1,678

Deferred revenue
159

 
144

Total
$
15,531

 
$
18,383


12


Note 8. Financial Liabilities
The changes in current and non-current financial liabilities during the period ended September 30, 2016 are illustrated in the following schedules:
 
As of January 1, 2016

 
New borrowings

 
Repayments

 
Change in scope

 
Other (1)

 
Currency translation adjustment

 
As of September 30, 2016

 
(in thousands)
Borrowings
$
5,973

 
$
4,066

 
$
(5,049
)
 
$

 
$
647

 
$
(67
)
 
$
5,570

Financial liabilities relating to finance leases
23

 

 
(23
)
 

 

 

 

Other financial liabilities
608

 

 
(427
)
 

 

 
16

 
197

Derivative instruments
552

 

 

 

 
69

 
15

 
636

Current portion
7,156

 
4,066

 
(5,499
)
 

 
716

 
(36
)
 
6,403

Borrowings
3,272

 

 

 

 
(647
)
 
81

 
2,706

Financial liabilities relating to finance leases

 

 

 

 

 

 

Other financial liabilities

 
227

 

 

 

 

 
227

Non current portion
3,272

 
227

 

 

 
(647
)
 
81

 
2,933

Borrowings
9,245

 
4,066

 
(5,049
)
 

 

 
14

 
8,276

Financial liabilities relating to finance leases
23

 

 
(23
)
 

 

 

 

Other financial liabilities
608

 
227

 
(427
)
 

 

 
16

 
424

Derivative instruments
552

 

 

 

 
69

 
15

 
636

Total
$
10,428

 
$
4,293

 
$
(5,499
)
 
$

 
$
69

 
$
45

 
$
9,336

 (1) Includes reclassification from non-current to current portion based on maturity of the financial liabilities.
Borrowings are financial liabilities at amortized cost and are measured using level 2 fair value measurements.
We are party to loan agreements with Le Credit Lyonnais (LCL), Bpifrance Financement (French Public Investment Bank), HSBC, as well as with a bank syndicate composed of Natixis (coordinator and documentation agent), LCL (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers).
There have been no changes in the terms of our loan agreements and other financial liabilities, including maturity and allocation by currency, from what was disclosed in Note 14 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.



13


Note 9. Equity awards compensation expense
The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants (Bons de Souscription d'Actions or "BSAs").
During the nine months ended September 30, 2016, there were four grants of RSUs and one grant of OSAs under the Employee Share Option Plan 8 and one grant of BSAs under the Plan E, as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015:
On January 29, 2016, 33,010 RSUs were granted to senior management subject to achievement of internal performance objectives and continued employment. Based on the assumptions known as of September 30, 2016, we determined share-based compensation expense by applying a probability ratio on performance objectives completion.
On February 25, 2016, 181,885 RSUs were granted to Criteo employees subject to continued employment.
On April 20, 2016, 140,135 RSUs were granted to Criteo employees subject to continued employment and 9,100 BSAs were granted to a board member subject to continued engagement on the board of directors.
On June 28, 2016, 1,075,827 RSUs and 429,043 OSAs were granted to Criteo employees subject to continued employment.
On June 29, 2016, the general meeting of the shareholders authorized the board of directors (i) to grant up to 4,600,000 OSAs and/or RSUs, each representing the right to receive one ordinary share and (ii) to grant up to 100,000 BSAs, each representing the right to receive one ordinary share (any BSAs granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as "Plan 9". On July 28, 2016, the board of directors granted 247,100 RSUs and 147,400 OSAs to Criteo employees under the Plan 9. The vesting of these RSUs and OSAs is subject to continued employment and 195,250 RSUs are subject to achievement of internal performance objectives. Based on the assumptions known as of September 30, 2016, we determined share-based compensation expense by applying a probability ratio on performance objectives completion.
There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016.
Change in Number of BSPCE/OSA/RSU/BSA
 
OSA/BSPCE

 
RSU

 
BSA

 
Total

Balance at January 1, 2016
6,547,854

 
1,095,585

 
154,910

 
7,798,349

Granted
576,443

 
1,677,957

 
9,100

 
2,263,500

Exercised
(1,252,610
)
 

 
(13,000
)
 
(1,265,610
)
Forfeited
(494,766
)
 
(133,232
)
 
(2,440
)
 
(630,438
)
Expired

 

 

 

Balance at September 30, 2016
5,376,921

 
2,640,310

 
148,570

 
8,165,801






14



Breakdown of the Closing Balance
 
OSA/BSPCE

 
RSU

 
BSA

Number outstanding
5,376,921

 
2,640,310

 
148,570

Weighted-average exercise price
23.94

 
NA

 
15.06

Number exercisable
2,573,427

 
NA

 
112,536

Weighted-average exercise price
17.04

 
NA

 
10.71

Weighted-average remaining contractual life of options outstanding, in years
7.61

 
NA

 
6.83

Equity awards compensation expense
 
Three Months Ended
 
September 30, 2015
 
September 30, 2016
 
(in thousands)
 
R&D

 
S&O

 
G&A

 
Total

 
R&D

 
S&O

 
G&A

 
Total

RSUs
$

 
$

 
$

 
$

 
$
(3,295
)
 
$
(4,154
)
 
$
(2,471
)
 
$
(9,920
)
Share options / BSPCE
(1,714
)
 
(1,715
)
 
(1,101
)
 
(4,530
)
 
(986
)
 
(720
)
 
(1,505
)
 
(3,211
)
Total share-based compensation
(1,714
)
 
(1,715
)
 
(1,101
)
 
(4,530
)
 
(4,281
)
 
(4,874
)
 
(3,976
)
 
(13,131
)
BSAs

 

 
(70
)
 
(70
)
 

 

 
(834
)
 
(834
)
Total equity awards compensation expense
$
(1,714
)
 
$
(1,715
)
 
$
(1,171
)
 
$
(4,600
)
 
$
(4,281
)
 
$
(4,874
)

$
(4,810
)
 
$
(13,965
)

 
Nine Months Ended
 
September 30, 2015
 
September 30, 2016
 
(in thousands)
 
R&D

 
S&O

 
G&A

 
Total

 
R&D

 
S&O

 
G&A

 
Total

RSUs
$

 
$

 
$

 
$

 
$
(6,010
)
 
$
(7,638
)
 
$
(4,755
)
 
$
(18,403
)
Share options / BSPCE
(4,354
)
 
(8,072
)
 
(3,648
)
 
(16,074
)
 
(2,852
)
 
(3,114
)
 
(4,276
)
 
(10,242
)
Total share-based compensation
(4,354
)
 
(8,072
)
 
(3,648
)
 
(16,074
)
 
(8,862
)
 
(10,752
)
 
(9,031
)
 
(28,645
)
BSAs

 

 
(168
)
 
(168
)
 

 

 
(1,385
)
 
(1,385
)
Total equity awards compensation expense
$
(4,354
)
 
$
(8,072
)
 
$
(3,816
)
 
$
(16,242
)
 
$
(8,862
)
 
$
(10,752
)
 
$
(10,416
)
 
$
(30,030
)



15


Note 10. Financial Income and Expenses
The condensed consolidated statements of income line item “Financial income (expense)” can be broken down as follows:
 
Three Months Ended
 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Financial income from cash equivalents
$
812

 
$
295

Interest on debt
(80
)
 
(555
)
Foreign exchange gain (loss)
(7,512
)
 
(301
)
Other financial expense
130

 
(9
)
Total financial income (expense)
$
(6,650
)
 
$
(570
)
The $0.6 million financial expense for the three-month period ended September 30, 2016 was mainly the result of a limited impact of foreign exchange reevaluations and related hedging together with the recognition of the fees related to the revolving credit facility entered into in September 2015. The $6.7 million financial expense for the three months ended September 30, 2015 included a significant negative impact of foreign exchange reevaluations and related hedging, mainly related to intra-group positions between Criteo S.A. and its Brazilian subsidiary, and to the remaining proceeds from our initial public offering.

 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Financial income from cash equivalents
$
1,754

 
$
1,165

Interest on debt
(538
)
 
(1,643
)
Foreign exchange gain (loss)
(6,475
)
 
(1,476
)
Other financial expense
(17
)
 
(28
)
Total financial income (expense)
$
(5,276
)
 
$
(1,982
)

The $2.0 million financial expense for the nine months ended September 30, 2016 was mainly a result of the recognition of negative impact of foreign exchange reevaluations and related hedging negative foreign exchange recorded during the first quarter, together with the fees related to the revolving credit facility contracted in September 2015. The $5.3 million financial income for the nine months ended September 30, 2015 included a significant negative impact of foreign exchange reevaluations and related hedging, mainly related to intra-group positions between Criteo S.A. and its Brazilian subsidiary, and to the remaining proceeds from our initial public offering. As of September 30, 2016, the main positions bearing a risk of foreign currency are centralized at the Parent company level and hedged using foreign currency swaps and forward purchases or sales of foreign currencies.









16


Note 11. Income Taxes
Breakdown of Income Taxes
The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows:

 
Three Months Ended
 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Current income tax
$
(6,367
)
 
$
(10,695
)
France
(4,238
)
 
(4,338
)
International
(2,129
)
 
(6,357
)
Net change in deferred taxes
979

 
3,121

France
2,014

 
2,871

International
(1,035
)
 
250

Provision for income taxes
$
(5,388
)
 
$
(7,574
)

 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Current income tax
$
(17,045
)
 
$
(27,513
)
France
(10,172
)
 
(12,511
)
International
(6,873
)
 
(15,002
)
Net change in deferred taxes
3,149

 
7,545

France
2,962

 
7,087

International
187

 
458

Provision for income taxes
$
(13,896
)
 
$
(19,968
)
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”). To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.
Current tax assets and liabilities
The total amount of current tax assets consists mainly of prepayments of income taxes by Criteo do Brasil LTDA and withholding taxes deductible from future income taxes of Criteo Corp. The current tax liabilities refers mainly to the net corporate tax payables of Criteo S.A., Criteo Srl, and Criteo KK.

17


Note 12. Earnings Per Share
Basic Earnings Per Share
We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 2015

 
September 30,
2016

 
September 30, 2015

 
September 30, 2016

 
 
 
 
 
 
 
 
 
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
Net income attributable to shareholders of Criteo S.A.
$
5,096

 
$
13,539

 
$
21,618

 
$
42,869

Weighted average number of shares outstanding
62,082,110

 
63,628,351

 
61,662,308

 
63,163,922

Basic earnings per share
$
0.08

 
$
0.21

 
$
0.35

 
$
0.68

Diluted Earnings Per Share
We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 9). There were no other potentially dilutive instruments outstanding as of September 30, 2015 and 2016. Consequently all potential dilutive effects from shares are considered.
For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant ("BSA"), restricted share unit ("RSU") or non-employee warrant ("BSPCE") is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price).
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30, 2015

 
September 30, 2016

 
 
 
 
 
 
 
 
 
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
Net income attributable to shareholders of Criteo S.A.
$
5,096

 
$
13,539

 
$
21,618

 
$
42,869

Weighted average number of shares outstanding of Criteo S.A.
62,082,110

 
63,628,351

 
61,662,308

 
63,163,922

Dilutive effect of :
 
 
 
 
 
 
 
Restricted share units ("RSUs")

 
266,970

 

 
152,317

Share options and employee warrants ("BSPCEs")
3,035,325

 
1,841,080

 
3,293,370

 
2,030,088

Non-employees warrants ("BSAs")
136,803

 
80,021

 
140,012

 
83,430

Weighted average number of shares outstanding used to determine diluted earnings per share
65,254,238

 
65,816,422

 
65,095,690

 
65,429,757

Diluted earnings per share
$
0.08

 
$
0.21

 
$
0.33

 
$
0.66

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:

18


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 2015

 
September 30,
2016

 
September 30, 2015

 
September 30, 2016

 
 
 
 
 
 
 
 
        Restricted share units ("RSUs")

 
32,176

 

 
345,732

        Share options and employee warants ("BSPCEs")
991,879

 
455,474

 
829,981

 
426,777

        Non-employees warrants ("BSAs")
25,630

 

 
17,087

 

Weighted average number of anti-dilutive securities excluded from diluted earnings per share
1,017,509

 
487,650

 
847,068

 
772,509

Note 13. Commitments and contingencies
Commitments
Leases
We are party to various operating lease agreements mainly related to our offices as well as hosting services. Certain of these arrangements have free rent periods or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis.
Operating lease expenses totaled $7.1 million and $8.3 million for the three-month period ended September 30, 2015 and 2016, respectively, and $18.7 million and $23.3 million for the nine-month period ended September 30, 2015 and 2016, respectively. Hosting costs totaled $8.3 million and $10.6 million for the three-month period ended September 30, 2015 and 2016, respectively and $21.9 million and $30.4 million for the nine-month period ended September 30, 2015 and 2016, respectively.

Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts     
As mentioned in Note 8, we are party to various credit facilities, short term credit lines, and overdraft facilities. As of September 30, 2016, an additional RMB 5.0 million ($0.8 million) had been drawn by Criteo China, our wholly owned subsidiary, on the RMB 40.0 million ($6.0 million) revolving loan facility with HSBC China, increasing the total amount drawn from RMB 25.0 million ($3.7 million) as of December 31, 2015 to RMB 30.0 million ($4.5 million) as of September 30, 2016. Other than this draw, there have been no significant changes in the terms, conditions, or the amounts drawn on these facilities since December 31, 2015.
All of these credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the €250.0 million ($279.0 million) revolving credit facility disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2015 which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on incurring additional indebtedness. At September 30, 2016, we were in compliance with the required leverage ratio.

19



Contingencies
Changes in provisions during the presented periods are summarized below:
 
Provision for employee related litigation

Provision for tax related litigation

Other provisions

Total

 
(in thousands)
Balance at January 1, 2016
$
236

$
44

$
388

$
668

Charges
444



444

Provision used
(405
)

(40
)
(445
)
Provision released not used

(45
)
(345
)
(390
)
Change in consolidation scope




Currency translation adjustments
6

1

2

9

Other




Balance at September 30, 2016
$
281

$

$
5

$
286

 - of which current
281


5

286

 - of which non-current




The amount of the provisions represent management’s best estimate of the future outflow. As of September 30, 2016, provisions are mainly in relation to employee related litigations.


20


Note 14. Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following three geographical markets:
Americas (North and South America);
EMEA (Europe, Middle-East and Africa); and
Asia-Pacific.
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.
 
Americas

 
EMEA

 
Asia-Pacific

 
Total

For the three months ended:
(in thousands)
September 30, 2015
$
124,024

 
$
137,185

 
$
71,465

 
$
332,674

September 30, 2016
$
160,739

 
$
157,921

 
$
105,207

 
$
423,867

Revenue generated in France amounted to $29.2 million and $31.8 million for the three months ended September 30, 2015 and 2016, respectively.
 
Americas

 
EMEA

 
Asia-Pacific

 
Total

For the nine months ended:
(in thousands)
 
 
 
 
 
 
 
 
September 30, 2015
$
335,520

 
$
396,200

 
$
194,432

 
$
926,152

September 30, 2016
$
464,435

 
$
471,226

 
$
296,660

 
$
1,232,321

Revenue generated in France amounted to $87.0 million and $95.2 million for the nine months ended September 30, 2015 and 2016, respectively.
Revenue generated in other significant countries where we operate is presented in the following table:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015

 
September 30, 2016

 
September 30, 2015

 
September 30, 2016

 
(in thousands)
Americas
 
 
 
 
 
 
 
United States
$
102,064

 
$
134,504

 
$
273,071

 
$
395,769

EMEA
 
 
 
 
 
 
 
Germany
$
28,188

 
$
33,692

 
$
81,795

 
$
98,278

United Kingdom
$
26,485

 
$
24,285

 
$
78,759

 
$
80,024

Asia-Pacific
 
 
 
 
 
 
 
Japan
$
50,485

 
$
76,841

 
$
137,248

 
$
209,404

For the nine months ended September 30, 2015 and 2016, our largest client represented 2.2% and 2.5%, respectively, of our consolidated revenue.

21


Other Information
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities.
 
 
 
 
 
Of which

 
 
 
 
 
Of which
 
 
 
Holding

 
Americas

 
United States

 
Europe

 
Asia-Pacific

 
Japan

 
Total

(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
$
48,160

 
$
24,437

 
$
23,332

 
$
8,847

 
$
17,508

 
$
7,807

 
$
98,952

September 30, 2016
$
52,351

 
$
27,418

 
$
26,516

 
$
8,449

 
$
28,730

 
$
9,476

 
$
116,948

Note 15. Related Parties
There were no significant related-party transactions during the period nor any evolution in the nature of the transactions as described in Note 24 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
 
Note 16. Subsequent Events
On October 3, 2016, Criteo Corp., a wholly owned subsidiary of Criteo S.A., entered into an Agreement and Plan of Merger Agreement with TBL Holdings, Inc. ("TBL Holdings"), a wholly-owned subsidiary of Criteo Corp., HookLogic, Inc. ("HookLogic") and Fortis Advisors LLC, solely in its capacity as the Stockholder Agent, to acquire all of the issued and outstanding capital stock of HookLogic for a purchase price of $250 million, subject to working capital, net debt and other closing adjustments. Pursuant to the Merger Agreement, at the effective time of the merger, TBL Holdings shall be merged with and into HookLogic, and HookLogic will continue as the surviving corporation and a wholly-owned subsidiary of Criteo Corp. Consummation of the acquisition is subject to customary closing conditions and is expected to occur during the fourth quarter of 2016.

If the acquisition is consummated prior to the end of the year, the impact of the transaction will be reflected in our consolidated financial statements as of December 31, 2016. The determination of the fair value of assets acquired and liabilities assumed will be performed within the twelve months following the acquisition date.    

The Company evaluated all other subsequent events that occurred after September 30, 2016 through the date of issuance of the unaudited condensed consolidated financial statements and determined that there are no other significant events that require adjustments or disclosure.

22


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission, or "SEC," on February 29, 2016.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report filed on Form 10-K for the year ended December 31, 2015.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2016.

Use of Non-GAAP Financial Measures

This Form 10-Q includes the following financial measures defined as non-GAAP financial measures by the SEC: Revenue ex-TAC, Adjusted EBITDA, and Adjusted Net Income. 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 core geographies. Revenue ex-TAC and Revenue ex-TAC by Region 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 core business and across our core geographies.

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 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‑ and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides 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 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 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 can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted Net Income provides 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.

Please refer to the supplemental financial tables provided for a reconciliation of Revenue ex-TAC to revenue, Adjusted EBITDA to net income, and Adjusted Net Income to net income, in each case, the most comparable U.S. GAAP measurement. Our use of non-GAAP financial measures has limitations as analytical tools, 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: (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, Adjusted EBITDA, Adjusted Net Income, or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as

23


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.

Condensed Consolidated Statements of Income Data (Unaudited):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015

 
September 30, 2016

 
September 30, 2015

 
September 30, 2016

 
(in thousands, except share and per share data)
Revenue
$
332,674

 
$
423,867

 
$
926,152

 
$
1,232,321

 
 
 
 
 
 
 
 
Cost of revenue (2):
 
 
 
 
 
 
 
Traffic acquisition costs
(198,970
)
 
(247,310
)
 
(552,097
)
 
(727,034
)
Other cost of revenue
(17,206
)
 
(22,332
)
 
(44,418
)
 
(60,950
)
Gross profit
116,498

 
154,225

 
329,637

 
444,337

 
 
 
 
 

 

Operating expenses
 
 
 
 

 

Research and development expenses (2)
(22,442
)
 
(30,701
)
 
(60,141
)
 
(88,097
)
Sales and operations expenses (2)
(56,310
)
 
(68,164
)
 
(169,120
)
 
(201,862
)
General and administrative expenses (2)
(19,915
)
 
(32,492
)
 
(57,865
)
 
(85,839
)
Total operating expenses
(98,667
)
 
(131,357
)
 
(287,126
)
 
(375,798
)
Income from operations
17,831

 
22,868

 
42,511

 
68,539

Financial income (expense)
(6,650
)
 
(570
)
 
(5,276
)
 
(1,982
)
Income before taxes
11,181

 
22,298

 
37,235

 
66,557

Provision for income taxes
(5,388
)
 
(7,574
)
 
(13,896
)
 
(19,968
)
Net income
$
5,793

 
$
14,724

 
$
23,339

 
$
46,589

Net income available to shareholders of Criteo S.A. (1)
$
5,096

 
$
13,539

 
$
21,618

 
$
42,869

Net income available to shareholders of Criteo S.A. per share:
 
 
 
 
 
 
 
Basic
$
0.08

 
$
0.21

 
$
0.35

 
$
0.68

Diluted
$
0.08

 
$
0.21

 
$
0.33

 
$
0.66

Weighted average shares outstanding used in computing per share amounts:
 
 
 
 
 
 
 
Basic
62,082,110

 
63,628,351

 
61,662,308

 
63,163,922

Diluted
65,254,238

 
65,816,422

 
65,095,690

 
65,429,757

(1) For the three months ended September 30, 2015 and September 30, 2016, this excludes $0.7 million and $1.2 million, respectively, and for the nine months ended September 30, 2015 and September 30, 2016, this excludes $1.7 million and $3.7 million, respectively, of net income attributable to non-controlling interests held by Yahoo! Japan in our Japanese subsidiary Criteo KK.
(2) Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense, acquisition-related costs and deferred price consideration as follows:







24





Detailed Information on Selected Items:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Equity award compensation expense
 
 
 
 
 
 
 
Research and development
$
1,714

 
$
4,667

 
$
4,354

 
$
9,248

Sales and operations
1,715

 
5,143

 
8,072

 
11,021

General and administrative
1,171

 
4,155

 
3,816

 
9,761

Total equity awards compensation expense
$
4,600

 
$
13,965

 
$
16,242

 
$
30,030

 
 
 
 
 
 
 
 
Pension service costs
 
 
 
 
 
 
 
Research and development
41

 
55

 
123

 
160

Sales and operations
37

 
38

 
115

 
107

General and administrative
32

 
39

 
94

 
125

Total pension service costs
$
110

 
$
132

 
$
332

 
$
392

 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
 
 
 
 
 
 
Cost of revenue
8,503

 
10,406

 
21,287

 
27,846

Research and development (a)
1,690

 
1,640

 
4,811

 
5,105

Sales and operations
1,330

 
1,813

 
3,434

 
5,604

General and administrative
369

 
912

 
1,066

 
2,033

Total depreciation and amortization expense
$
11,892

 
$
14,771

 
$
30,598

 
$
40,588

 
 
 
 
 
 
 
 
Acquisition-related costs
 
 
 
 
 
 
 
General and administrative

 
1,793

 

 
1,941

Total acquisition-related costs
$

 
$
1,793

 
$

 
$
1,941

 
 
 
 
 
 
 
 
Acquisition-related deferred price consideration
 
 
 
 
 
 
 
Research and development
54

 
3

 
278

 
88

Total acquisition-related deferred price consideration
$
54

 
$
3

 
$
278

 
$
88

(a) Includes acquisition-related amortization of intangible assets of $1.2 million and $0.9 million for the three months ended September 30, 2015 and September 30, 2016, respectively, and $3.8 million and $3.1 million for the nine months ended September 30, 2015 and September 30, 2016, respectively.





25


Consolidated Statements of Financial Position Data (Unaudited):
 
December 31,
2015

 
September 30,
2016

 
(in thousands)
(unaudited)
Cash and cash equivalents
$
353,537

 
$
407,158

Total assets
841,719

 
953,965

Trade receivables, net of allowances for doubtful accounts
261,581

 
268,097

Total financial liabilities
10,428

 
9,336

Total liabilities
362,696

 
370,251

Total equity
$
479,023

 
$
583,714

Other Financial and Operating Data (Unaudited):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30,
2015

 
September 30,
2016

 
(in thousands, except number of clients)
(unaudited)
Number of clients
9,290

 
12,882

 
9,290

 
12,882

Revenue ex-TAC (3)
$
133,704

 
$
176,557

 
$
374,055

 
$
505,287

Adjusted net income (4)
$
11,373

 
$
31,299

 
$
42,823

 
$
81,277

Adjusted EBITDA (5)
$
34,487

 
$
53,532

 
$
89,961

 
$
141,578

(3) We define Revenue ex-TAC (Traffic Acquisition Costs) as our revenue excluding traffic acquisition costs, or TAC, generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC in this Form 10-Q 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 TAC from revenue can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC 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 Revenue ex-TAC 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) 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 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 alongside our other U.S. GAAP financial results, including revenue. The following table presents a reconciliation of Revenue ex-TAC to revenue, the most directly comparable U.S. GAAP measure, for each of the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30,
2015

 
September 30,
2016

 
(in thousands)
(unaudited)
Revenue
$
332,674

 
$
423,867

 
$
926,152

 
$
1,232,321

Adjustment:
 
 
 
 
 
 
 
Traffic acquisition costs
(198,970
)
 
(247,310
)
 
(552,097
)
 
(727,034
)
Revenue ex-TAC
$
133,704


$
176,557


$
374,055


$
505,287


26


(4) 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 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 in this Form 10-Q 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, 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 core 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 financial results, including net income. The following table presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Net income
$
5,793

 
$
14,724

 
$
23,339

 
$
46,589

Adjustments:
 
 
 
 


 


Equity awards compensation expense
4,600

 
13,965

 
16,242

 
30,030

Amortization of acquisition-related intangible assets
1,200

 
943

 
3,794

 
3,145

Acquisition-related costs

 
1,793

 

 
1,941

Acquisition-related deferred price consideration
54

 
3

 
278

 
88

Tax impact of the above adjustments
(274
)
 
(129
)
 
(830
)
 
(516
)
Adjusted net income
$
11,373

 
$
31,299

 
$
42,823

 
$
81,277

(5) 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 deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA in this Form 10-Q 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, pension service costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core 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 other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:


27


 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Net income
$
5,793

 
$
14,724


$
23,339


$
46,589

Adjustments:
 
 
 
 
 
 
 
Financial expense (income)
6,650

 
570

 
5,276

 
1,982

Provision for income taxes
5,388

 
7,574

 
13,896

 
19,968

Equity awards compensation expense
4,600

 
13,965

 
16,242

 
30,030

Pension service costs
110

 
132

 
332

 
392

Depreciation and amortization expense
11,892

 
14,771

 
30,598

 
40,588

Acquisition-related costs

 
1,793

 

 
1,941

Acquisition-related deferred price consideration
54

 
3

 
278

 
88

Total net adjustments
28,694

 
38,808

 
66,622

 
94,989

Adjusted EBITDA
$
34,487

 
$
53,532

 
$
89,961

 
$
141,578




28


Results of Operations for the Periods Ended September 30, 2015 and 2016 (Unaudited)
Revenue
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
 
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands)
 
 
Revenue as reported
$
332,674

 
$
423,867

 
27.4
%
Conversion impact U.S dollar/other currencies

 
(7,986
)
 

Revenue at constant currency (1)
332,674

 
415,881

 
25.0
%
Americas

 

 

Revenue as reported
124,024

 
160,739

 
29.6
%
Conversion impact U.S dollar/other currencies

 
(447
)
 

Revenue at constant currency (1)
124,024

 
160,292

 
29.2
%
EMEA

 

 

Revenue as reported
137,185

 
157,921

 
15.1
%
Conversion impact U.S dollar/other currencies

 
4,952

 

Revenue at constant currency (1)
137,185

 
162,873

 
18.7
%
Asia-Pacific

 

 

Revenue as reported
71,465

 
105,207

 
47.2
%
Conversion impact U.S dollar/other currencies

 
(12,491
)
 

Revenue at constant currency(1)
$
71,465

 
$
92,716

 
29.7
%
(1) Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2015 average exchange rates for the relevant period to 2016 figures. We have included revenue at constant currency in this Form 10-Q 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.
Revenue for the three months ended September 30, 2016 increased to $423.9 million, growing 27.4% (or 25.0% on a constant currency basis), compared to the three months ended September 30, 2015. Revenue from new clients contributed 58.3% to the year-over-year revenue growth while revenue from existing clients contributed 41.7% to the year-over-year revenue growth. This increase in revenue was primarily driven by the continued roll-out of technology innovations, the addition of a new record number of net new clients of over 1,000 in the quarter, and the continued expansion of our publisher relationships. Technology improvements and broader inventory reach helped generate more revenue from existing clients at constant currency. Our continuing ability to convert and maintain a large portion of our clients to uncapped budgets was a key driver of the increase in revenue per existing client across large and midmarket clients.
The year-over-year increase was the result of our rapid growth across all geographies. Revenue in the Americas region increased 29.6% (or 29.2% on a constant currency basis) to $160.7 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, and the region remained the largest contributor to our global growth. We launched campaigns with new large accounts and our business with existing large clients continued to grow, driven by the continued roll-out of technology innovation. Midmarket growth remained solid across the region. Revenue in EMEA increased 15.1% (or 18.7% on a constant currency basis) to $157.9 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015. Established markets continued to post solid double-digit growth, especially Germany where new client additions were particularly strong. We signed several new large clients including Idealo, Germany's largest price comparison website. Travel clients further increased their business with us across several markets in EMEA. Revenue in the Asia-Pacific region increased 47.2% (or 29.7% on a constant currency basis) to $105.2 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015. Momentum remained solid across key large markets. Japan continued to deliver strong performance, in particular in our business with existing large strategic clients, some of which continued to spend over 40% more with us, compared with the prior year period. Our partnership with Kakao quickly ramped up to represent close to 20% of Korea's revenue. Business activity was strong in Taiwan and accelerated across the Pacific markets.

29


Additionally, our $423.9 million of revenue for the three months ended September 30, 2016 was positively impacted by $8.0 million as a result of changes in foreign currency against the U.S. dollar compared to the three months ended September 30, 2015.
The year-over-year growth in revenue on a constant currency basis is primarily attributable to an increased volume of clicks delivered on the advertising banners displayed by us (i.e. higher volumes of impressions).
Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
 
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands)
 
 
Revenue as reported
$
926,152

 
$
1,232,321

 
33.1
%
Conversion impact U.S dollar/other currencies
 
 
(4,186
)
 
 
Revenue at constant currency (1)
926,152

 
1,228,135

 
32.6
%
Americas
 
 
 
 
 
Revenue as reported
335,520

 
464,435

 
38.4
%
Conversion impact U.S dollar/other currencies
 
 
5,868

 
 
Revenue at constant currency (1)
335,520

 
470,303

 
40.2
%
EMEA
 
 
 
 
 
Revenue as reported
396,200

 
471,226

 
18.9
%
Conversion impact U.S dollar/other currencies
 
 
10,202

 
 
Revenue at constant currency (1)
396,200

 
481,428

 
21.5
%
Asia-Pacific
 
 
 
 
 
Revenue as reported
194,432

 
296,660

 
52.6
%
Conversion impact U.S dollar/other currencies
 
 
(20,256
)
 
 
Revenue at constant currency(1)
$
194,432

 
$
276,404

 
42.2
%
(1) Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2015 average exchange rates for the relevant period to 2016 figures. We have included revenue at constant currency in this Form 10-Q 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.
Revenue for the nine months ended September 30, 2016 increased to $1,232.3 million, growing 33.1% (or 32.6% on a constant currency basis), compared to the nine months ended September 30, 2015. Revenue from new clients contributed 39.9% to the year-over-year revenue growth while revenue from existing clients contributed 60.1% to the year-over-year revenue growth. This increase in revenue was primarily driven by the continued roll-out of technology innovations, the addition of over 2,680 clients, and the continued expansion of our publisher relationships. Technology improvements and broader inventory reach continued to help generate more revenue from existing clients at constant currency across both our large and midmarket clients. Our continuing ability to convert and maintain a large portion of our clients to uncapped budgets was a key driver of the increase in revenue per existing client.
The year-over-year increase was the result of our rapid growth across all geographies. Revenue in the Americas region increased 38.4% (or 40.2% on a constant currency basis) to $464.4 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. We signed and launched campaigns with several new large clients in the United States and our midmarket segment continued to grow rapidly across the Americas. Existing large clients continued to increase their spend with us across the region. Revenue in EMEA increased 18.9% (or 21.5% on a constant currency basis) to $471.2 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. We signed several large and midmarket clients in the region and continued to grow our revenue from existing clients across client segments and markets. We continued to see strong performance in the travel sector across the region. Revenue in the Asia-Pacific region increased 52.6% (or 42.2% on a constant currency basis) to $296.7 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, as we continued to grow our client base, in particular in Japan, South-East Asia, and India.

30


Additionally, our $1,232.3 million revenue for the nine months ended September 30, 2016 was positively impacted by $4.2 million as a result of changes in foreign currency against the U.S. dollar compared to the nine months ended September 30, 2015.
The year-over-year growth in revenue on a constant currency basis is primarily attributable to an increased volume of clicks delivered on the advertising banners displayed by us (i.e. higher volumes of impressions).
Cost of Revenue
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Traffic acquisition costs
$
(198,970
)
 
$
(247,310
)
 
24.3%
Other cost of revenue
$
(17,206
)
 
$
(22,332
)
 
29.8%
% of revenue
(65.0
)%
 
(63.6
)%
 
 
Gross profit %
35.0
 %
 
36.4
 %
 
 
Cost of revenue for the three months ended September 30, 2016 increased $53.5 million, or 24.7%, compared to the three months ended September 30, 2015. This increase was primarily the result of an increase of $48.3 million, or 24.3% (or 21.8% on a constant currency basis), in traffic acquisition costs and a $5.1 million, or 29.8% (or 28.3% on a constant currency basis), increase in other cost of revenue.

The increase in traffic acquisition costs related primarily to an increase of 26.5% in the number of impressions we purchased, driven by both publishers with whom we have direct relationships, including the Criteo Publisher Marketplace, and the main real-time bidding exchanges, both global and local. Over the period, the average cost per thousand impressions (or "CPM") decreased by 1.7% (or 3.7% on a constant currency basis).

The year-over year growth in traffic acquisition costs was the result of our strong growth across all geographies. Traffic acquisition costs in the Americas region increased 28.5% (or 28.2% on a constant currency basis) to $97.2 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, as our purchases of impressions from the main real-time bidding exchanges increased and we maintained strong direct relationships with large premium publishers. Traffic acquisition costs in EMEA increased 9.3% (or 12.9% on a constant currency basis) to $87.1 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, as our purchases of impressions from both large publishers with whom we have direct relationships and the main real-time bidding exchanges increased across several markets in the region. Traffic acquisition costs in the Asia-Pacific region increased 44.5% (or 26.9% on a constant currency basis) to $63.0 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, as we continued to increase our purchases of impressions from global and local real-time bidding exchanges to enable and support our rapid development across several markets in the region, as well as maintained strong relationships with large premium publishers in the region, in particular in Japan.

The increase in other cost of revenue includes a $2.3 million increase in hosting costs, a $1.9 million increase in allocated depreciation and amortization expense and a $0.9 million increase in other cost of sales.




31


Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Traffic acquisition costs
$
(552,097
)
 
$
(727,034
)
 
31.7%
Other cost of revenue
$
(44,418
)
 
$
(60,950
)
 
37.2%
% of revenue
(64.4
)%
 
(63.9
)%
 
 
Gross profit %
35.6
 %
 
36.1
 %
 
 
Cost of revenue for the nine months ended September 30, 2016 increased $191.5 million, or 32.1%, compared to the nine months ended September 30, 2015. This increase was primarily the result of an increase of $174.9 million, or 31.7% (or 31.1% on a constant currency basis), in traffic acquisition costs and a $16.5 million, or 37.2% (or 36.6% on a constant currency basis), increase in other cost of revenue.
    
The increase in traffic acquisition costs related primarily to an increase of 22.5% in the number of impressions we purchased, driven by both publishers with whom we have direct relationships, including the Criteo Publisher Marketplace, and the main real-time bidding exchanges, both global and local. Over the period, the average cost per thousand impressions (or CPM) increased 7.5% (or 7.0% on a constant currency basis). The year-over-year increase in average CPM remained largely driven by the improving quality of inventory, evolving formats of ad units available to us on an individual basis, as well as price dynamics.

The year-over year growth in traffic acquisition costs was the result of our strong growth across all geographies. Traffic acquisition costs in the Americas region increased 39.7% (or 41.3% on a constant currency basis) to $284.7 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, as our purchases of impressions from the main real-time bidding exchanges and the Facebook mobile application increased and we maintained strong direct relationships with large premium publishers. Traffic acquisition costs in EMEA increased 14.7% (or 17.3% on a constant currency basis) to $265.1 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, as our purchases of impressions from both large publishers with whom we have direct relationships and the main real-time bidding exchanges increased across our markets. Traffic acquisition costs in the Asia-Pacific region increased 51.1% (or 40.4% on a constant currency basis) to $177.2 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, as we continued to increase our purchases of impressions from global and local real-time bidding exchanges to enable and support our rapid development across our markets in the region, as well as maintained strong relationships with large premium publishers in the region, in particular in Japan.

The increase in other cost of revenue includes a $8.5 million increase in hosting costs, a $6.6 million increase in allocated depreciation and amortization expense and a $1.6 million increase in other cost of sales, partially offset by a $0.2 million decrease in data acquisition costs.

We consider Revenue ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing the growth of our Revenue ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo Engine’s performance, allowing it to deliver more relevant advertisements at scale. As a part of this focus, we continue to invest in building relationships with direct publishers and pursuing access to leading advertising exchanges. Our performance-based business model provides us with significant control over our level of Revenue ex-TAC margin, which we seek to optimize in order to maximize Revenue ex-TAC growth on an absolute basis in accordance with our strategic focus.

32



Research and Development Expenses
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Research and development expenses
$
(22,442
)
 
$
(30,701
)
 
36.8%
% of revenue
(6.7
)%
 
(7.2
)%
 

Research and development expense for the three months ended September 30, 2016 increased $8.3 million, or 36.8%, compared to the three months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 474 employees resulting in $6.4 million of additional headcount related costs, a $1.1 million increase in allocated rent and facilities costs and a $0.8 million increase in consulting and professional fees.
Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Research and development expenses
$
(60,141
)
 
$
(88,097
)
 
46.5%
% of revenue
(6.5
)%
 
(7.1
)%
 
 
Research and development expenses for the nine months ended September 30, 2016 increased $28.0 million, or 46.5%, compared to the nine months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 474 employees resulting in $22.7 million of additional headcount related costs, a $3.3 million increase in allocated rent and facilities costs, a $0.3 million increase in amortization and depreciation of assets, a $1.5 million increase in consulting and professional fees and a $0.6 million increase in other costs, partially offset by an increase in the French Research Tax Credit of $0.4 million.
Sales and Operations Expenses
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Sales and operations expenses
$
(56,310
)
 
$
(68,164
)
 
21.1%
% of revenue
(16.9
)%
 
(16.1
)%
 

 
Sales and operations expenses for the three months ended September 30, 2016 increased $11.9 million, or 21.1%, compared to the three months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 1,356 employees resulting in $9.0 million of additional headcount related costs, a $0.4 million increase in marketing events, a $0.5 million increase in allocated depreciation and amortization expense, a $0.6 million increase in allocated rent and facilities costs and a $1.4 million increase in other costs including operational taxes.




33


Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Sales and operations expenses
$
(169,120
)
 
$
(201,862
)
 
19.4%
% of revenue
(18.3
)%
 
(16.4
)%
 
 
 
Sales and operations expense for the nine months ended September 30, 2016 increased $32.7 million, or 19.4%, compared to the nine months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 1,356 employees resulting in $21.4 million of additional headcount related costs, a $2.0 million increase in marketing events, a $2.2 million increase in allocated depreciation and amortization expense, a $3.8 million increase in allocated rent and facilities costs, a $2.7 million increase in provisions for doubtful receivables, and a $0.6 million increase in other costs including operational taxes.
General and Administrative Expenses
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
General and administrative expenses
$
(19,915
)
 
$
(32,492
)
 
63.2%
% of revenue
(6.0
)%
 
(7.7
)%
 

General and administrative expenses for the three months ended September 30, 2016 increased $12.6 million, or 63.2%, compared to the three months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 382 employees resulting in $7.5 million of additional headcount related costs, a $0.5 million increase in allocated rent and facilities costs, a $0.5 million increase in allocated depreciation and amortization expense, a $3.9 million increase in consulting and professional fees mainly resulting from exceptional items (litigation and business combinations) and a $0.2 million increase in other operating expenses.
Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
General and administrative expenses
$
(57,865
)
 
$
(85,839
)
 
48.3%
% of revenue
(6.2
)%
 
(7.0
)%
 
 
General and administrative expenses for the nine months ended September 30, 2016 increased $28.0 million, or 48.3%, compared to the nine months ended September 30, 2015. This increase was primarily the result of a growth in headcount to 382 employees resulting in $21.0 million of additional headcount related costs, a $1.5 million increase in allocated rent and facilities costs, a $1.0 million increase in allocated depreciation and amortization expense, a $4.1 million increase in consulting and professional fees mainly resulting from exceptional items (litigation and business combinations), and a $0.4 million increase in other operating expenses.

34


Financial Income (Expense)
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Financial income (expense)
$
(6,650
)
 
$
(570
)
 
(91.4)%
% of revenue
(2.0
)%
 
(0.1
)%
 

Financial income (expense) for the three months ended September 30, 2016 increased by $6.1 million, or 91.4%, compared to the three months ended September 30, 2015, mainly as a result of a limited impact of foreign exchange reevaluations and related hedging, together with the recognition of the fees related to the revolving credit facility entered into in September 2015. The $6.7 million financial expense for the three months ended September 30, 2015 included a significant negative impact of foreign exchange reevaluations and related hedging, mainly related to intra-group positions between Criteo S.A. and its Brazilian subsidiary, and to the remaining proceeds from our initial public offering.
Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Financial income (expense)
$
(5,276
)
 
$
(1,982
)
 
(62.4)%
% of revenue
(0.6
)%
 
(0.2
)%
 
 
Financial income (expense) for the nine months ended September 30, 2016 increased by $3.3 million, or 62.4%, compared to the nine months ended September 30, 2015. The $2.0 million financial expense for the nine months ended September 30, 2016 was mainly a result of the recognition of the negative impact of foreign exchange reevaluations and related hedging negative foreign exchange recorded during the first quarter, together with the fees related to the revolving credit facility entered into in September 2015. The $5.3 million financial expense for the nine months ended September 30, 2015 included a significant negative impact of foreign exchange reevaluations and related hedging, mainly related to intra-group positions between Criteo S.A. and its Brazilian subsidiary, and to the remaining proceeds from our initial public offering. At the end of September 2016, the main positions bearing a foreign currency risk are centralized at the Parent company level and hedged using foreign currency swaps and forward purchases or sales of foreign currencies.
Provision for Income Taxes
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Provision for income taxes
$
(5,388
)
 
$
(7,574
)
 
40.6%
% of revenue
(1.6
)%
 
(1.8
)%
 

Effective tax rate
48.2
 %
 
34.0
 %
 

For the quarter ended September 30, 2015 and 2016, we utilized an effective tax rate of 48.2% and 34.0%, respectively, to calculate the provision for income taxes. The effective tax rate for the quarter ended September 30, 2016 decreased compared to the same period in 2015, primarily due to changes in the geographic mix with respect to contribution to our income before taxes and a higher recognition of deferred tax assets mainly related to Criteo Corp.


35



Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Provision for income taxes
$
(13,896
)
 
$
(19,968
)
 
43.7%
% of revenue
(1.5
)%
 
(1.6
)%
 
 
Effective tax rate
37.3
 %
 
30.0
 %
 
 
For the nine months ended September 30, 2015 and 2016, we utilized an effective tax rate of 37.3% and 30.0% respectively, to calculate the provision for income taxes. The effective tax rate for the nine months ended September 30, 2016 decreased compared to the same period in 2015, primarily due to changes in the geographic mix with respect to contribution to our income before taxes and a higher recognition of deferred tax assets mainly related to Criteo Corp.
Net Income
Three months ended September 30, 2016 compared to the three months ended September 30, 2015
 
Three Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Net income
$
5,793

 
$
14,724

 
154.2%
% of revenue
1.7
%
 
3.5
%
 
 
 
Net income for the three months ended September 30, 2016 increased $8.9 million, or 154.2% compared to the three months ended September 30, 2015. This increase was the result of the factors discussed above, in particular, a $5.0 million increase in income from operations and a $6.1 million increase in financial income (expense), partially offset by a $2.2 million increase in provision for income taxes compared to 2015.
Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
 
Nine Months Ended
 
% change
 
September 30, 2015

 
September 30, 2016

 
2016 vs 2015
 
(in thousands, except percentages)
 
 
Net income
$
23,339

 
$
46,589

 
99.6%
% of revenue
2.5
%
 
3.8
%
 
 
 
Net income for the nine months ended September 30, 2016 increased $23.3 million, or 99.6%, compared to the nine months ended September 30, 2015. This increase was the result of the factors discussed above, in particular, a $26.0 million increase in income from operations and a $3.3 million increase in financial income (expense), partially offset by a $6.1 million increase in provision for income taxes compared to 2015.

36


Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region
The following table sets forth our revenue, traffic acquisition costs and Revenue ex-TAC by geographic region, including the Americas (North and South America), Europe, Middle East and Africa, or EMEA, and Asia-Pacific.
 
 
 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
 
 
September 30,
 
 
 
September 30,
 
 
 
Region
 
2015

 
2016

 
Year over Year Change
 
2015

 
2016

 
Year over Year Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
 
$
124,024

 
$
160,739

 
30
%
 
$
335,520

 
$
464,435

 
38
%
 
EMEA
 
137,185

 
157,921

 
15
%
 
396,200

 
471,226

 
19
%
 
Asia-Pacific
 
71,465

 
105,207

 
47
%
 
194,432

 
296,660

 
53
%
 
Total
 
332,674

 
423,867

 
27
%
 
926,152

 
1,232,321

 
33
%
 
 
 

 

 

 

 

 

Traffic acquisition costs:
 

 

 

 

 

 
Americas
 
(75,684
)
 
(97,239
)
 
28
%
 
(203,781
)
 
(284,728
)
 
40
%
 
EMEA
 
(79,710
)
 
(87,092
)
 
9
%
 
(231,023
)
 
(265,097
)
 
15
%
 
Asia-Pacific
 
(43,576
)
 
(62,979
)
 
45
%
 
(117,293
)
 
(177,209
)
 
51
%
 
Total
 
(198,970
)
 
(247,310
)
 
24
%
 
(552,097
)
 
(727,034
)
 
32
%
 
 
 

 

 

 

 

 

Revenue ex-TAC (1):
 

 

 

 

 

 

 
Americas
 
48,340

 
63,500

 
31
%
 
131,739

 
179,707

 
36
%
 
EMEA
 
57,475

 
70,829

 
23
%
 
165,177

 
206,129

 
25
%
 
Asia-Pacific
 
27,889

 
42,228

 
51
%
 
77,139

 
119,451

 
55
%
 
Total
 
$
133,704

 
$
176,557

 
32
%
 
$
374,055

 
$
505,287

 
35
%

(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 in this Form 10-Q because they are key measures used by our management and board of directors to evaluate operating performance and generate future operating plans. 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 core business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region 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 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 by region to revenue by region. Please also refer to footnote 3 to the Other Financial and Operating Data table in "Item 2—Management's Discussion and Analysis" of this Form 10-Q for a reconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

37


Constant Currency Reconciliation
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying the 2015 average exchange rates for the relevant period to 2016 figures. We have included information with respect to our results presented 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. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:  

 
 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
 
 
September 30,
 
 
 
 
2015

 
2016

 
YoY Change

 
2015

 
2016

 
YoY
Change

 
 
(amounts in thousands, except percentages)
Revenue as reported
 
$
332,674

 
$
423,867

 
27
%
 
$
926,152

 
$
1,232,321

 
33
%
Conversion impact U.S. dollar/other currencies
 
 
 
(7,986
)
 
 
 
 
 
(4,186
)
 
 
Revenue at constant currency
 
$
332,674

 
$
415,881

 
25
%
 
$
926,152

 
$
1,228,135

 
33
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic acquisition costs as reported
 
$
(198,970
)
 
$
(247,310
)
 
24
%
 
$
(552,097
)
 
$
(727,034
)
 
32
%
Conversion impact U.S. dollar/other currencies
 
 
 
$
4,997

 
 
 
 
 
$
3,210

 
 
Traffic Acquisition Costs at constant currency
 
$
(198,970
)
 
$
(242,313
)
 
22
%
 
$
(552,097
)
 
$
(723,824
)
 
31
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue ex-TAC as reported
 
$
133,704

 
$
176,557

 
32
%
 
$
374,055

 
$
505,287

 
35
%
Conversion impact U.S. dollar/other currencies
 
 
 
$
(2,989
)
 
 
 
 
 
$
(976
)
 
 
Revenue ex-TAC at constant currency
 
$
133,704

 
$
173,568

 
30
%
 
$
374,055

 
$
504,311

 
35
%
Revenue ex-TAC/Revenue as reported
 
40
%
 
42
%
 


 
40
%
 
41
%
 


 
 
 
 
 
 
 
 
 
 
 
 
 
Other cost of revenue as reported
 
$
(17,206
)
 
$
(22,332
)
 
30
%
 
$
(44,418
)
 
$
(60,950
)
 
37
%
Conversion impact U.S. dollar/other currencies
 
 
 
251

 
 
 
 
 
266

 
 
Other cost of revenue at constant currency
 
$
(17,206
)
 
$
(22,081
)
 
28
%
 
$
(44,418
)
 
$
(60,684
)
 
37
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA as reported
 
$
34,487

 
$
53,532

 
55
%
 
$
89,961

 
$
141,578

 
57
%
Conversion impact U.S. dollar/other currencies
 
 
 
(1,296
)
 
 
 
 
 
(1,409
)
 
 
Adjusted EBITDA at constant currency
 
$
34,487

 
$
52,236

 
51
%
 
$
89,961

 
$
140,169

 
56
%


38


Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operating activities. We also benefited to a much lesser extent from the proceeds of the exercise of share options and warrants and expect to continue to do so in the future, as such securities are exercised by holders. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth. As discussed in Note 8 to the unaudited condensed consolidated financial statements in Item 1 to this Form 10-Q, we are party to several loan agreements and revolving credit facilities with third-party financial institutions.
Our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return. Our cash and cash equivalents at September 30, 2016 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $ 407.2 million as of September 30, 2016. The $53.6 million increase in cash and cash equivalents compared with December 31, 2015 primarily resulted from $81.8 million in cash from operating activities and $15.4 million positive cash flow from financing activities over the period, which was partially offset by the $59.3 million used for investing activities, including $54.4 million in capital expenditures and $5.1 million for the Monsieur Drive acquisition partially offset by a $0.2 million inflow relating to changes in refunds of bank deposits or lease deposits related to old premises. In addition, the increase in cash includes a $15.7 million positive impact of changes in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return.
Operating and Capital Expenditure Requirements
For the nine months ended September 30, 2015 and 2016, our capital expenditures were $55.3 million and $54.4 million, respectively, primarily related to the acquisition of data center and server equipment as well as furnishing and leasehold improvements of new offices. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements. If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

39


Historical Cash Flows
The following table sets forth our cash flows for the nine-month period ended September 30, 2015 and 2016:
 
Nine Months Ended
 
September 30,
2015

 
September 30,
2016

 
(in thousands)
Cash from operating activities
$
70,446

 
$
81,812

Cash used in investing activities
$
(82,118
)
 
$
(59,277
)
Cash from financing activities
$
6,062

 
$
15,368

Operating Activities
Cash provided by operating activities is primarily impacted by the increase in the number of clients using our solution and by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business. Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.
For the nine months ended September 30, 2016, net cash provided by operating activities was $81.8 million and consisted of net income of $46.6 million and $96.2 million in adjustments for certain operating items, partially offset by $22.9 million of changes in working capital requirements and $38.2 million of income taxes paid during the first nine months of 2016. Adjustments for certain operating items primarily consisted of depreciation and amortization expense of $45.6 million, equity awards compensation expense of $30.0 million and $27.6 million of accrued income taxes, partially offset by $7.5 million of changes in deferred tax assets. The $22.9 million decrease in cash resulting from changes in working capital primarily consisted of a $3.9 million decrease in accounts payable resulting from the standardization of the timing of invoice payments, $4.5 million increase in accounts receivable mainly driven by growth in our activity during the period and a $18.6 million increase in other current assets including prepaid expenses and value-added tax ("VAT") receivables resulting from an increase in our revenue and, to a lesser extent, an increase in office rental advance payments. This was partially offset by a $4.2 million increase in accrued expenses such as payroll and payroll related expenses, resulting from an increase in the number of our employees, and VAT payables, driven primarily by an increase in traffic acquisition costs.
For the nine months ended September 30, 2015, net cash provided by operating activities was $70.4 million and consisted of net income of $23.3 million and $62.7 million in adjustments for certain operating items, partially offset by $2.3 million of changes in working capital and $13.2 million of income taxes paid during the first nine months of 2015. Adjustments for certain operating items primarily consisted of depreciation and amortization expense of $32.4 million, equity awards compensation expense of $16.2 million and $17.0 million of accrued income taxes. The $2.3 million decrease in cash resulting from changes in working capital primarily consisted of a decrease in operating cash flow due to a $27.4 million increase in accounts receivable primarily driven by increased revenue during the period as we continue to expand our operations and an increase in the average days outstanding of our accounts receivable and a $24.7 million increase in other current assets, primarily the result of an increase in our revenue and, to a lesser extent, an increase in office rental advance payments. This was partially offset by an increase of $39.5 million in accounts payable and an increase in other accrued liabilities such as payroll and payroll related expenses of $10.2 million, resulting from an increase in the number of our employees, and VAT payables, driven primarily by an increase in traffic acquisition costs.

40



Investing Activities
Our investing activities to date have consisted primarily of purchases of property and equipment and acquisitions.
For the nine months ended September 30, 2016, net cash used in investing activities was $59.3 million and consisted of $54.4 million for purchases of property and equipment and $5.1 million related to the Monsieur Drive acquisition, partially offset by a $0.2 million refund of bank deposits or lease deposits related to old premises.
For the nine months ended September 30, 2015, net cash used in investing activities was $82.1 million and consisted of $55.3 million for purchases of property and equipment, $20.5 million related to the DataPop acquisition and $6.3 million in bank deposits or lease deposits related to new premises.
Financing Activities
For the nine months ended September 30, 2016, net cash provided by financing activities was $15.4 million resulting from $17.2 million of share option exercises and $3.8 million of draws on revolving credit facilities, partially offset by $5.6 million for repayment of loans and other financial liabilities.
For the nine months ended September 30, 2015, net cash provided by financing activities was $6.1 million resulting from $10.0 million of share option exercises and $3.2 million of draws on revolving credit facilities, which was partially offset by $6.1 million for repayment of loans and $1.0 million of changes in other financial liabilities.


41


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

There have been no material changes to our exposure to market risk during the first nine months of 2016. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosure About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2015.
Credit Risk
The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets, and summarized in the following table:
 
December 31, 2015

 
September 30, 2016

 
(in thousands)
Cash and cash equivalents
$
353,537

 
$
407,158

Trade receivables, net of allowances
261,581

 
268,097

Other current assets
16,030

 
20,288

Non-current financial assets
17,184

 
17,453

Total
$
648,332

 
$
712,996

As of December 31, 2015 and September 30, 2016, no customer accounted for 10% or more of trade receivables.
We perform ongoing credit evaluations of our customers and do not require collateral. We maintain an allowance for estimated credit losses. During the twelve-month period ended December 31, 2015 and the nine-month period ended September 30, 2016, our net change in allowance for doubtful accounts was $2.3 million and $5.0 million, respectively.
Trade Receivables
Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments.
For each period presented, the aging of trade receivables and allowances for potential losses is as follows:
 
December 31, 2015
 
September 30, 2016
 
Gross value
 
%
 
Allowance
 
%
 
Gross value
 
%
 
Allowance
 
%
 
(in thousands)
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Not yet due
$
193,603

 
72.2
%
 
$

 
%
 
$
234,774

 
84.1
%
 
$

 
%
0 - 30 days
53,803

 
20.1
%
 

 
%
 
7,634

 
2.7
%
 

 
%
31 - 60 days
8,287

 
3.1
%
 

 
%
 
11,655

 
4.2
%
 
(115
)
 
1.0
%
61 - 90 days
2,574

 
1.0
%
 
(2
)
 
%
 
7,620

 
2.7
%
 
(796
)
 
7.1
%
> 90 days
9,578

 
3.6
%
 
(6,262
)
 
100.0
%
 
17,661

 
6.3
%
 
(10,336
)
 
91.9
%
Total
$
267,845

 
100.0
%
 
$
(6,264
)
 
100.0
%
 
$
279,344

 
100.0
%
 
$
(11,247
)
 
100.0
%
    
Cash and Cash Equivalents
Our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return.

42


Market Risk
Foreign Currency Risk
A 10% increase or decrease of the Pound Sterling, the euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Consolidated Statements of Income including non-controlling interests as follows:
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2016
 
($ in thousands of dollars)
GBP/USD
+10%

 
-10%

 
+10%

 
-10%

Net income impact
$
24

 
$
(24
)
 
$
(138
)
 
$
138

 
Nine Months Ended
 
September 30, 2015
 
September 30, 2016
 
($ in thousands of dollars)
BRL/USD
+10%

 
-10%

 
+10%

 
-10%

Net income impact
$
(985
)
 
$
985

 
$
429

 
$
(429
)
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2016
 
($ in thousands of dollars)
JPY/USD
+10%

 
-10%

 
+10%

 
-10%

Net income impact
$
334

 
$
(334
)
 
$
722

 
$
(722
)
 
Nine Months Ended
 
September 30, 2015
 
September 30, 2016
 
($ in thousands of dollars)
EUR/USD
+10%

 
-10%

 
+10%

 
-10%

Net income impact
$
3,989

 
$
(3,989
)
 
$
4,397

 
$
(4,397
)
Counter Party Risk
As of September 30, 2016, we show a positive net cash position. Since 2012, we have utilized a cash pooling arrangement, reinforcing cash management centralization. Investment and financing decisions are carried out by our internal treasury function. We only deal with counterparties with high credit ratings. In addition, under our Investment and Risk Management Policy, investments performed by Criteo with a single counterparty shall not exceed 25% of the total invested portfolio no matter the rating of such counterparty.



43


Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on their evaluation as of September 30, 2016, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error of fraud may occur and not be detected.


44


PART II
Item 1.    Legal Proceedings.
On June 13, 2016, we filed a complaint in the Central District of California for damages and injunctive relief against SteelHouse, Inc. (“SteelHouse”), alleging Federal False and/or Misleading Advertising, Fraud, Intentional Interference with Prospective Economic Advantage, Libel, Trade Libel, Unfair Competition under California Business & Professions Code § 17200, and False Advertising under California Business & Professions Code § 17500.  In the complaint, we allege that SteelHouse perpetrated a counterfeit click fraud scheme in its business operations, and engaged in false and misleading advertising related to such conduct.  On July 1, 2016, we filed a motion for preliminary injunction to enjoin such conduct.  On July 25, 2016, SteelHouse filed its Answer and Counterclaims, alleging Federal False and/or Misleading Advertising, False Advertising under California Business & Professions Code § 17500, Unfair Competition under California Business & Professions Code § 17200, Intentional Interference with Contract, and Intentional Interference with Prospective Economic Relations against us.  In its counterclaims, SteelHouse alleges that we manufactured click count numbers and interfered with SteelHouse's actual and prospective business relationships.  The parties continued the motion practice for this proceeding through the third quarter of 2016. On October 31, 2016, the Company reached a settlement with SteelHouse to resolve all outstanding claims and counterclaims between them. This proceeding did not have a material adverse effect on our business, financial condition, results of operations or cash flows.

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our ADSs could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.








45


Item 6. Exhibits.
Exhibit Index
 
 
 
 
Incorporated by Reference
Exhibit
 
Description
 
Schedule/ Form
 
File
Number
 
Exhibit
 
File
Date
3.1#
 
By-laws (status) (English translation) (corrected version)
 
 
 
 
 
 
 
 
31.1#
 
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
31.2#
 
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
32.1*
 
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
 
#    Filed herewith.
*    Furnished herewith.


46


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 CRITEO S.A.
 
 
 (Registrant)
 
 
 
 
By:
/s/ Benoit Fouilland
Date: November 7, 2016
Name:
 Benoit Fouilland
 
Title:
 Chief Financial Officer
 
 
 (Principal financial officer and duly authorized signatory)

47