SEC Comment Letter for Criteo S.A. (CRTO) (CIK 0001576427) (CRTO) — Nov 14, 2016
Criteo S.A. (CRTO) (CIK 0001576427)
Date: Nov. 14, 2016 · CIK: 0001576427 · Accession: 0000000000-16-100782
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3720 November 14, 2016 Eric Eichmann Chief Executive Officer Criteo S.A. 32 rue Blanche Paris, France 75009
Re: Criteo S.A. Form 10 -K for Fiscal Year Ended December 31, 2015 Response dated November 3, 2016 Form 8 -K filed November 2, 2016 File No. 001 -36153
Dear Mr. Eichmann:
We have reviewed your November 3, 2016 response to our comment letter and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to p rovide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8 -K filed November 2, 2016 Exhibit 99.1
Non-GAAP Financial Measures, page 3 Adjusted EBITDA and Operating Expenses, page 3
1. We note that you present Non -GAAP Operating Expenses (Operating Expenses, excluding the impact of equity awards compensation expense, pension service costs, depreciation and amortization, acquisition -related cos ts and deferred price consideration). Please state why this measure is useful to investors and provide a
Eric Eichmann Criteo S.A. November 14 , 2016 Page 2
reconciliation of your Non -GAAP Operating Expenses to Operating Expenses under GAAP.
Free Cash Flow, page 4 Consolidated Statement of Cash Flows, pag e 8
2. Please provide a separate schedule reconciling Free Cash Flow to cash from operating activities. It is not appropriate to present Free Cash Flow, a non -GAAP measure, on your Consolidated Statement of Cash Flows which is required to be prepared under GAAP.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or Dean Suehiro, Senior Staff Accountant, at (202) 551 -3384 if you have questions regarding our comment s on the financial statements and related matters. Please contact K athleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Terry French for
Show Raw Text
Mail Stop 3720 November 14, 2016 Eric Eichmann Chief Executive Officer Criteo S.A. 32 rue Blanche Paris, France 75009 Re: Criteo S.A. Form 10 -K for Fiscal Year Ended December 31, 2015 Response dated November 3, 2016 Form 8 -K filed November 2, 2016 File No. 001 -36153 Dear Mr. Eichmann: We have reviewed your November 3, 2016 response to our comment letter and have the following comments. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to p rovide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8 -K filed November 2, 2016 Exhibit 99.1 Non-GAAP Financial Measures, page 3 Adjusted EBITDA and Operating Expenses, page 3 1. We note that you present Non -GAAP Operating Expenses (Operating Expenses, excluding the impact of equity awards compensation expense, pension service costs, depreciation and amortization, acquisition -related cos ts and deferred price consideration). Please state why this measure is useful to investors and provide a Eric Eichmann Criteo S.A. November 14 , 2016 Page 2 reconciliation of your Non -GAAP Operating Expenses to Operating Expenses under GAAP. Free Cash Flow, page 4 Consolidated Statement of Cash Flows, pag e 8 2. Please provide a separate schedule reconciling Free Cash Flow to cash from operating activities. It is not appropriate to present Free Cash Flow, a non -GAAP measure, on your Consolidated Statement of Cash Flows which is required to be prepared under GAAP. You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or Dean Suehiro, Senior Staff Accountant, at (202) 551 -3384 if you have questions regarding our comment s on the financial statements and related matters. Please contact K athleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Terry French for Larry Spirgel Assistant Director AD Office 11 - Telecommunications