Criteo Reports Results For The Second Quarter 2019 And Announces A New $80 Million Share Repurchase Program

NEW YORK, July 31, 2019 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the advertising platform for the open Internet, today announced financial results for the second quarter ended June 30, 2019.

    --  Revenue decreased 2% year-over-year, and increased 1% at constant
        currency(1), to $528 million.
    --  Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC(2),
        decreased 3% year-over-year, and increased 0.3% at constant currency, to
        $224 million (or $225 million at the Q2 guidance exchange rates), or 42%
        of revenue.
    --  Net income decreased 15% year-over-year to $13 million.
    --  Adjusted EBITDA(2) declined 18% year-over-year, or 16% at constant
        currency, to $56 million, or 25% of Revenue ex-TAC.
    --  Cash flow from operating activities increased 31% year-over-year to $53
        million.
    --  Free Cash Flow(2) reached $20 million and the cash position increased to
        $422 million as of June 30, 2019.
    --  Adjusted Net Income per diluted share(2) was $0.47.
    --  We maintain our 2019 outlook for both Revenue ex-TAC growth and Adjusted
        EBITDA margin.
    --  Our Board of Directors has authorized a share repurchase program of up
        to $80 million of outstanding American Depositary Shares.

"In a challenging landscape, we achieved important milestones in our transformation in Q2," said JB Rudelle, CEO. "I feel good about our strategic direction and our ability to deliver on our plans."

"We maintain our 2019 outlook for both topline growth and profitability margin, and are strongly committed to delivering healthy profitability over time," said Benoit Fouilland, CFO.

Operating Highlights

    --  Revenue ex-TAC from new products, which includes all solutions outside
        of retargeting, represented 10% of total, growing 61% year-over-year.
    --  We added 360 net new clients in Q2, the highest level since Q2 2018, and
        maintained client retention at close to 90% for all products.
    --  Revenue ex-TAC from mobile apps grew 21% year-over-year.
    --  Same-client revenue(3) decreased 1.9% year-over-year at constant
        currency and same-client Revenue ex-TAC(3) decreased 2.9% year-over-year
        at constant currency.
    --  Our header-bidding technology now connects to over 3,800 web publishers
        and 200 app developers providing direct access to quality inventory.
    --  We just launched our self-registration feature for small and medium
        clients starting with three key markets: the U.S., U.K. and Australia.
    --  We took effective measures to further reduce employee attrition.

Revenue and Revenue ex-TAC

Revenue declined 2% year-over-year, and increased 1% at constant currency, to $528 million (Q2 2018: $537 million). Revenue ex-TAC decreased 3% year-over-year, and increased 0.3% at constant currency, to $224 million (Q2 2018: $230 million). The increase at constant currency was primarily driven by our business with new clients, in particular in the midmarket, offsetting a slight decline in our business with existing clients, despite continued adoption of our new solutions across our existing client base. Revenue ex-TAC margin was 42.4% of revenue (Q2 2018: 42.9%).

    --  In the Americas, Revenue grew 1% year-over-year, or 1% at constant
        currency, to $214 million and represented 40% of total Revenue. Revenue
        ex-TAC declined 3% year-over-year, or 3% at constant currency, to $84
        million and represented 38% of total Revenue ex-TAC.
    --  In EMEA, Revenue declined 3% year-over-year, and increased 3% at
        constant currency, to $194 million and represented 37% of total Revenue.
        Revenue ex-TAC declined 2% year-over-year, and grew 4% at constant
        currency, to $87 million and represented 39% of total Revenue ex-TAC.
    --  In Asia-Pacific, Revenue declined 3% year-over-year, or 1% at constant
        currency, to $120 million and represented 23% of total Revenue. Revenue
        ex-TAC declined 4% year-over-year, or 2% at constant currency, to $52
        million and represented 23% of total Revenue ex-TAC.

Net Income and Adjusted Net Income

Net income decreased 15% year-over-year to $13 million (Q2 2018: $15 million). Net income margin as a percentage of revenue was 2.4% (Q2 2018: 2.7%), a 40-basis point decrease year-over-year. Net income available to shareholders of Criteo S.A. decreased 21% year-over-year to $11 million, or $0.16 per share on a diluted basis (Q2 2018: $14 million, or $0.20 per share on a diluted basis).

Adjusted Net Income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, decreased 13% year-over-year to $31 million, or $0.47 per share on a diluted basis (Q2 2018: $35 million, or $0.53 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA declined 18% year-over-year, or 16% at constant currency, to $56 million (Q2 2018: $69 million), primarily driven by the decrease in Revenue ex-TAC, increased Non-GAAP expenses, in particular in other cost of revenue, as well as a $5 million exceptional charge relating to an invoicing dispute. Adjusted EBITDA as a percentage of Revenue ex-TAC, which we refer to as Adjusted EBITDA margin, was 25.2% (Q2 2018: 29.9%), a 470-basis point decrease year-over-year.

Operating expenses were at $175 million (Q2 2018: $176 million), in line with the prior-year period. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased 2% year-over-year to $149 million (Q2 2018: $147 million). In connection with our company transformation, we incurred restructuring costs of $0.7 million, including $2 million related to cash payroll and facilities expenses that were added back to Adjusted EBITDA, and $1 million of facilities related depreciation and amortization expense, partially offset by non-cash forfeitures of equity awards.

Cash Flow and Cash Position

Cash flow from operating activities increased 31% year-over-year to $53 million (Q2 2018: $40 million). Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, decreased 10% year-over-year to $20 million (Q2 2018: $22 million), representing 36% of Adjusted EBITDA (Q2 2018: 33%).

Cash and cash equivalents increased $58 million in the first half of 2019 to $422 million.

Business Outlook

The following forward-looking statements reflect Criteo's expectations as of July 31, 2019.

Third quarter 2019 guidance:

    --  We expect Revenue ex-TAC to be between $219 million and $223 million,
        implying constant-currency growth of approximately -2% to +0%.
    --  We expect Adjusted EBITDA to be between $57 million and $61 million.

Fiscal year 2019 guidance:

    --  We maintain our outlook and expect Revenue ex-TAC growth for fiscal year
        2019 of between 0% and 2% at constant currency.
    --  We maintain our outlook and expect Adjusted EBITDA margin for fiscal
        year 2019 of approximately 30% of Revenue ex-TAC.

The above guidance for the quarter ending September 30, 2019 and the fiscal year ending December 31, 2019, assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.88 a U.S. dollar-Japanese Yen rate of 109, a U.S. dollar-British pound rate of 0.78 and a U.S. dollar-Brazilian real rate of 3.81.

The above guidance assumes no acquisitions are completed during the quarter ending September 30, 2019, and the fiscal year ending December 31, 2019.

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

Announcement of a $80 million Share Repurchase Program

Demonstrating the Company's confidence in its business and its ability to generate Free Cash Flow, Criteo today announces that the Board of Directors has authorized a share repurchase program of up to $80 million of the Company's outstanding American Depositary Shares.

This program relies primarily upon the authorization provided by shareholders at the Company's 2019 Annual General Meeting, and as such the Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and potentially in connection with M&A transactions. The authorization is effective immediately and remains in effect until May 15, 2020.

Under the terms of the approved program, the stock purchases may be made from time to time on the NASDAQ Global Select Market in compliance with applicable state and federal securities laws (including the requirements of SEC Rule 10b-18) and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team and within the limits set by the shareholders' authorization. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.

Non-GAAP Financial Measures

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

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

Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors. Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short? and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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

In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business.

Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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

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

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

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2019 and the fiscal year ending December 31, 2019, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially.Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2019, and in subsequent Quarterly Report on Form 10-Q as well as future filings and reports by the Company.

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

Conference Call Information

Criteo's earnings conference call will take place today, July 31, 2019, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.

Conference call details:


     -- 
     U.S. callers:                
            +1 855 209 8212


     -- 
     International callers: +1 412 317 0788 or +33 1 76 74
                                 05 02

Please ask to be joined into the "Criteo S.A." call.

About Criteo

Criteo (NASDAQ: CRTO) is the advertising platform for the open Internet, an ecosystem that favors neutrality, transparency and inclusiveness. Close to 2,900 Criteo team members partner with close to 20,000 customers and thousands of publishers around the globe to deliver effective advertising across all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to better know and serve their customers. For more information, please visit www.criteo.com.







              
                (1)              Growth at constant
                                               currency excludes the
                                               impact of foreign
                                               currency fluctuations
                                               and is computed by
                                               applying the 2018
                                               average exchange
                                               rates for the
                                               relevant period to
                                               2019 figures.



              
                2                 Revenue ex-TAC,
                                               Adjusted EBITDA,
                                               Adjusted net Income
                                               per diluted
                                               share,Free Cash Flow
                                               and growth at
                                               constant currency are
                                               not measures
                                               calculated in
                                               accordance with U.S.
                                               GAAP.



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

Contacts

Criteo Investor Relations
Edouard Lassalle, VP, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com

Criteo Public Relations
Isabelle Leung-Tack, VP, Global Communications, i.leungtack@criteo.com

Financial information to follow


                                                           
         
                CRITEO S.A.


                                                 
         
         Consolidated Statement of Financial Position


                                                    
        
          (U.S. dollars in thousands, unaudited)




                                                                      December 31, 2018                                   June 30, 2019




     Assets



     Current assets:


      Cash and cash equivalents                                                             $
              364,426                           $
       422,053


       Trade receivables, net of
        allowances of $25.9 million and
        $19.5 million at December 31, 2018
        and June 30, 2019, respectively                                         473,901                           374,949



     Income taxes                                                               19,370                            18,185



     Other taxes                                                                53,338                            56,090



     Other current assets                                                       22,816                            18,751




     Total current assets                                                      933,851                           890,028



      Property, plant and equipment, net                                        184,013                           192,651



     Intangible assets, net                                                    112,036                           103,113



     Goodwill                                                                  312,881                           317,093


      Right of Use Asset -operating
       lease (1)                                                                                                 183,725


      Non-current financial assets                                               20,460                            21,613



     Deferred tax assets                                                        33,894                            41,346


          Total non-current assets                                              663,284                           859,541




     Total assets                                                                        $
              1,597,135                         $
       1,749,569





      Liabilities and shareholders'
       equity



     Current liabilities:



     Trade payables                                                                        $
              425,376                           $
       332,735



     Contingencies                                                               2,640                             4,156



     Income taxes                                                                7,725                             7,065


      Financial liabilities -current
       portion                                                                    1,018                             2,030


      Lease liability -operating -
       current portion (1)                                                                                        47,964



     Other taxes                                                                55,592                            56,929


      Employee -related payables                                                 65,878                            68,702


      Other current liabilities                                                  47,115                            33,986



      Total current liabilities                                                 605,344                           553,567




     Deferred tax liabilities                                                   10,770                             8,489


      Retirement benefit obligation                                               5,537                             8,002


      Financial liabilities -non current
       portion                                                                    2,490                             2,051


      Lease liability -operating -non
       current portion (1)                                                                                       148,170


      Other non-current liabilities                                               5,103                             4,327



          Total non-current liabilities                                          23,900                           171,039




     Total liabilities                                                         629,244                           724,606



      Commitments and contingencies



     Shareholders' equity:


                   Common shares, EUR0.025 par value,
                    67,708,203 and 66,161,523 shares
                    authorized, issued and outstanding
                    at December 31, 2018 and June 30,
                    2019, respectively.                                           2,201                             2,157


      Treasury stock, 3,459,119 and
       1,118,969 shares at cost as of
       December 31, 2018 and  June 30,
       2019, respectively.                                                     (79,159)                         (26,564)


      Additional paid-in capital                                                663,281                           652,572


      Accumulated other comprehensive
       (loss)                                                                  (30,522)                         (33,293)



     Retained earnings                                                         387,869                           401,209


      Equity -attributable to
       shareholders of Criteo S.A.                                              943,670                           996,081



      Non-controlling interests                                                  24,221                            28,882




     Total equity                                                              967,891                         1,024,963



      Total equity and liabilities                                                        $
              1,597,135                         $
       1,749,569



                            (1)  Effective January 1, 2019
                             we have adopted ASC 842,
                             Leases. We have elected the
                             modified retrospective
                             transition method and not
                             restated comparative prior
                             periods.  Upon adoption, we
                             recognized total operating
                             lease liabilities of $223.5
                             million and operating right-
                             of-use assets of $204.3
                             million.


                                                                                                                             
              
                CRITEO S.A.


                                                                                                                     
            
                Consolidated Statement of Income


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




                                                                                     Three Months Ended                                                      
              
                Six Months Ended



                                                                      
            
              June 30,                                                                
              
                June 30,


                                                                  2018                           2019                        YoY                                        2018                       2019         YoY
                                                                                                                        Change                                                                           Change






     Revenue                                                           $
           537,185                                          $
              528,147                                   (2)                          $
            1,101,349           $
            1,086,270    (1)

                                                                                                                                                                                        %                                                                               %





     Cost of revenue



     Traffic acquisition cost                               (306,963)                                  (304,229)                                            (1)                             (630,709)                       (626,658)     (1)

                                                                                                                                                               %                                                                             %



     Other cost of revenue                                   (29,957)                                   (29,059)                                            (3)                              (60,016)                        (55,104)     (8)

                                                                                                                                                               %                                                                             %





     Gross profit                                             200,265                                     194,859                                             (3)                               410,624                          404,508      (1)

                                                                                                                                                               %                                                                             %






     Operating expenses:



     Research and development expenses                       (47,544)                                   (44,015)                                            (7)                              (92,862)                        (90,592)     (2)

                                                                                                                                                               %                                                                             %



     Sales and operations expenses                           (92,726)                                   (95,503)                                              3                              (188,375)                       (191,412)       2
                                                                                                                                                               %                                                                             %



     General and administrative expenses                     (35,644)                                   (35,767)                                            0.3                               (70,235)                        (69,537)     (1)

                                                                                                                                                               %                                                                             %




     Total Operating expenses                               (175,914)                                  (175,285)                                          (0.4)

                                                                                                                                                               %                             (351,472)                       (351,541)                     %




     Income from operations                                    24,351                                      19,574                                            (20)                                59,152                           52,967     (10)

                                                                                                                                                               %                                                                             %




     Financial income (expense)                               (1,006)                                    (1,354)                                             35                                (2,331)                         (3,328)      43
                                                                                                                                                               %                                                                             %




     Income before taxes                                       23,345                                      18,220                                            (22)                                56,821                           49,639     (13)

                                                                                                                                                               %                                                                             %




     Provision for income taxes                               (8,638)                                    (5,683)                                           (34)                              (21,024)                        (15,701)    (25)

                                                                                                                                                               %                                                                             %




     Net Income                                                         $
           14,707                                           $
              12,537                                  (15)                             $
            35,797              $
            33,938    (5)

                                                                                                                                                                                        %                                                                               %





      Net income available to shareholders of Criteo S.A.                $
           13,726                                           $
              10,823                                  (21)                             $
            33,535              $
            29,943   (11)

                                                                                                                                                                                        %                                                                               %



      Net income available to non-controlling interests                     $
           981                                            $
              1,714                                    75                               $
            2,262               $
            3,995     77
                                                                                                                                                                                        %                                                                               %





      Weighted average shares outstanding used in computing
       per share amounts:



     Basic                                                 66,347,599                                  64,581,476                                                               66,254,476               64,459,867



     Diluted                                               67,488,311                                  65,624,505                                                               67,479,513               65,833,642




      Net income allocated  to shareholders per share:



     Basic                                                                $
           0.21                                             $
              0.17                                  (19)                               $
            0.51                $
            0.46   (10)

                                                                                                                                                                                        %                                                                               %




     Diluted                                                              $
           0.20                                             $
              0.16                                  (20)                               $
            0.50                $
            0.45   (10)

                                                                                                                                                                                        %                                                                               %


                                                                                                                          
              
                CRITEO S.A.


                                                                                                                
           
                Consolidated Statement of Cash Flows


                                                                                                               
           
                (U.S. dollars in thousands, unaudited)




                                                                            Three Months Ended                                                                           Six Months Ended



                                                              
           
              June 30,                                                            
              
                June 30,


                                                          2018                           2019                 YoY                               2018                                    2019                     YoY
                                                                                                         Change                                                                                           Change




     Net income                                                  $
          14,707                                    $
           12,537                                         (15)                                      $
         35,797                                $
       33,938           (5)

                                                                                                                                                                             %                                                                                                         %



      Non-cash and non-operating items                  35,677                                    28,961                                        (19)                                   75,427                                 53,959                        (28)

                                                                                                                                                 %                                                                                                         %



                 -Amortization and provisions           25,099                                    18,282                                        (27)                                   51,149                                 37,926                        (26)

                                                                                                                                                 %                                                                                                         %


                 -Equity awards compensation expense    20,241                                    11,713                                        (42)                                   39,070                                 25,595                        (34)
                  (1)
                                                                                                                                                 %                                                                                                         %


                 -Change in deferred taxes             (4,389)                                    7,252                                          NM                     (7,535)                               1,336                           NM


                 -Change in income taxes               (5,316)                                  (8,696)                                         64
                                                                                                                                                 %                                  (4,000)                              (10,630)                         NM



                - Other (2)                                42                                       410                                          NM                     (3,257)                               (268)                        (92)

                                                                                                                                                                                                                                             %



      Changes in working capital related to
       operating activities                           (10,043)                                   11,466                                          NM                      13,644                               32,287                           NM



                 -Decrease in trade receivables         10,154                                    19,325                                          90                                   101,446                                105,343                           4
                                                                                                                                                 %
                                                                                                                                                                                                                                                           %


                 -Decrease in trade payables          (26,745)                                 (14,995)                                       (44)                                 (89,690)                              (73,480)                       (18)

                                                                                                                                                 %                                                                                                         %


                 -Decrease in other current assets       5,821                                     7,504                                          29                                    13,779                                  1,512                        (89)
                                                                                                                                                 %
                                                                                                                                                                                                                                                           %


                 -Increase/(Decrease) in other
                  current liabilities (2)                  727                                     3,015                                          NM                    (11,891)                               5,451                           NM


                 -Change in operating lease
                  liabilities and right of use assets
                  (3)                                                                          (3,383)                                         NM                                                         (6,539)                          NM



      CASH FROM OPERATING ACTIVITIES                    40,341                                    52,964                                          31                                   124,868                                120,184                         (4)
                                                                                                                                                 %
                                                                                                                                                                                                                                                           %



      Acquisition of intangible assets,               (18,880)                                 (28,812)                                         53                                  (26,293)                              (42,104)                         60
       property, plant and equipment                                                                                                             %
                                                                                                                                                                                                                                                           %


      Change in accounts payable related to              1,033                                   (3,980)                                         NM                    (24,121)                            (14,372)                        (40)
       intangible assets, property, plant
       and equipment                                                                                                                                                                                                                         %


      Payment for (disposal of) a business,                                              637                                     NM                    (10,811)                                (4,688)                                (57)
       net of cash acquired (disposed)
                                                                                                                                                                                                                                        %


      Change in other non-current
       financial assets                                    154                                   (1,152)                                         NM                          42                              (1,184)                          NM



      CASH USED FOR INVESTING ACTIVITIES              (17,693)                                 (33,307)                                         88                                  (61,183)                              (62,348)                          2
                                                                                                                                                 %
                                                                                                                                                                                                                                                           %




     Repayment of borrowings                            (235)                                    (167)                                       (29)                                    (473)                                 (339)                       (28)

                                                                                                                                                 %                                                                                                         %


      Net payments related to equity award
       activities                                          396                                      (98)                                         NM                         562                                 (87)                          NM


      Change in other financial liabilities
       (2)                                               (35)                                    (209)                                         NM                      16,810                                (239)                          NM



      CASH FROM (USED FOR) FINANCING
       ACTIVITIES                                          126                                     (474)                                         NM                      16,899                                (665)                          NM



      Effect of exchange rates changes on
       cash and cash equivalents (2)                  (26,363)                                    7,099                                          NM                    (14,410)                                 456                           NM



      Net increase (decrease) in cash and              (3,589)                                   26,282                                          NM                      66,174                               57,627                         (13)
       cash equivalents
                                                                                                                                                                                                                                             %



      Net cash and cash equivalents at                 483,874                                   395,771                                        (18)                                  414,111                                364,426                        (12)
       beginning of period
                                                                                                                                                 %                                                                                                         %


      Net cash and cash equivalents at end                       $
          480,285                                   $
           422,053                                         (12)                                     $
         480,285                               $
       422,053          (12)
       of period
                                                                                                                                                                             %                                                                                                         %



      SUPPLEMENTAL DISCLOSURES OF CASH FLOW
       INFORMATION


      Cash paid for taxes, net of refunds                       $
          (18,343)                                  $
           (7,127)                                          NM                         $
     (32,560)                               $
     (24,995)                   (23)

                                                                                                                                                                                                                                                                                  %



      Cash paid for interest, net of                               $
          (432)                                    $
           (351)                                        (19)                                       $
         (840)                                $
       (758)         (10)
       amounts capitalized
                                                                                                                                                                             %                                                                                                         %



                            (1) Share-based compensation
                             expense according to ASC 718
                             Compensation - stock compensation
                             accounted for $19.8 million and
                             $11.4 million of equity awards
                             compensation expense for the
                             quarter ended June 30, 2018 and
                             2019, respectively, and $38.2
                             million and $24.9 million of equity
                             awards compensation for the six
                             months ended June 30, 2018 and
                             2019, respectively.




                            (2) During the quarter ended June
                             30, 2018, and the six months ended
                             June 30, 2018, respectively, the
                             Company reported the cash impact of
                             the settlement of hedging
                             derivatives related to financing
                             activities in cash from (used for)
                             financing activities in the
                             unaudited consolidated statements
                             of cash flows




                            (3)  Effective January 1, 2019 we
                             have adopted ASC 842, Leases. We
                             have elected the modified
                             retrospective transition method and
                             not restated prior periods. Changes
                             in operating lease liabilities and
                             right of use assets included rent
                             prepayments and accrued rent
                             amounts which were mapped to other
                             current assets and trade payables
                             in prior years.


                                                                                              
              
                CRITEO S.A.


                                                                            
       
             Reconciliation of Cash from Operating Activities to Free Cash Flow


                                                                                   
           
                (U.S. dollars in thousands, unaudited)




                                             Three Months Ended                                                                   Six Months Ended



                                  
            
         June 30,                                                 
              
                June 30,


                                    2018                     2019                  YoY                              2018                               2019         YoY
                                                                              Change                                                                         Change





     CASH FROM OPERATING                 $
       40,341                                   $
            52,964                                      31                         $
         124,868         $
     120,184    (4)
      ACTIVITIES
                                                                                                                                            %                                                             %



     Acquisition of intangible  (18,880)                          (28,812)                                          53
      assets, property, plant                                                                                                                                                                %
      and equipment                                                                                                  %                            (26,293)                 (42,104)         60


     Change in accounts payable
      related to intangible
      assets, property, plant                                                                                                                                                           %
      and equipment                1,033                            (3,980)                                          NM               (24,121)                 (14,372)                (40)



     FREE CASH FLOW (1)                  $
       22,494                                   $
            20,172                                    (10)                         $
         74,454          $
     63,708   (14)

                                                                                                                                            %                                                             %



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


                                                                                                                        
              
                CRITEO S.A.


                                                                                                           
       
          Reconciliation of Revenue ex-TAC by Region to Revenue by Region


                                                                                                                 
        
                (U.S. dollars in thousands, unaudited)




                                                       Three Months Ended                                                                                            Six Months Ended



                                              
         
            June 30,                                                                            
              
                June 30,


                                Region      2018                      2019                   YoY                          YoY                               2018                              2019            YoY                                YoY
                                                                                      Change                   Change                                                                                  Change                         Change
                                                                                                                 at                                                                                                                     at
                                                                                                             Constant                                                                                                               Constant
                                                                                                             Currency                                                                                                               Currency

                                                                                                                                                                                                                                             ---


     Revenue


        
              Americas                      $
       212,781                                    $
     213,974                                        1                                    1                          $
           425,476                              $
      431,967             2     2
                                                                                                                                                                                     %                                                                                              %
                                                                                                                                                 %                                                                                                                                         %


        
              EMEA                  201,080                              194,359                                     (3)                                    3                             423,691                      404,002                         (5)                   3
                                                                                                                                                               %
                                                                                                                          %                                                                                                                              %                   %


        
              Asia-Pacific          123,324                              119,814                                     (3)                                  (1)                            252,182                      250,301                         (1)                   2

                                                                                                                          %                                    %                                                                                         %                   %



        
              Total                 537,185                              528,147                                     (2)                                    1                           1,101,349                    1,086,270                         (1)                   2
                                                                                                                                                               %
                                                                                                                          %                                                                                                                              %                   %





      Traffic acquisition costs


        
              Americas            (125,502)                           (129,491)                                       3                                     4                           (257,023)                   (261,036)                          2                    2
                                                                                                                                                               %                                                                                         %
                                                                                                                          %                                                                                                                                                  %


        
              EMEA                (112,577)                           (107,401)                                     (5)                                    1                           (232,470)                   (224,692)                        (3)                   4
                                                                                                                                                               %
                                                                                                                          %                                                                                                                              %                   %


        
              Asia-Pacific         (68,884)                            (67,337)                                    (2)                                (0.3)                          (141,216)                   (140,930)                      (0.2)                   2

                                                                                                                          %                                    %                                                                                         %                   %



        
              Total               (306,963)                           (304,229)                                     (1)                                    2                           (630,709)                   (626,658)                        (1)                   3
                                                                                                                                                               %
                                                                                                                          %                                                                                                                              %                   %






     Revenue ex-TAC (1)


        
              Americas               87,279                               84,483                                     (3)                                  (3)                            168,453                      170,931                           1                    2
                                                                                                                                                                                                                                                         %
                                                                                                                          %                                    %                                                                                                             %


        
              EMEA                   88,503                               86,958                                     (2)                                    4                             191,221                      179,310                         (6)                   1
                                                                                                                                                               %
                                                                                                                          %                                                                                                                              %                   %


        
              Asia-Pacific           54,440                               52,477                                     (4)                                  (2)                            110,966                      109,371                         (1)                   1

                                                                                                                          %                                    %                                                                                         %                   %



        
              Total                         $
       230,222                                    $
     223,918                                      (3)                                 0.3                          $
           470,640                              $
      459,612           (2)    1

                                                                                                                                                 %                                   %                                                                                              %      %



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


                                                                                                   
            
                CRITEO S.A.


                                                                                     
             
           Reconciliation of Adjusted EBITDA to Net Income


                                                                                          
          
              (U.S. dollars in thousands, unaudited)




                                                         Three Months Ended                                                           Six Months Ended



                                              
            
         June 30,                                          
              
                June 30,


                                                2018                     2019             YoY                           2018                             2019          YoY
                                                                                     Change                                                                     Change




     Net income                                     $
       14,707                              $
         12,537                                    (15)                         $
      35,797               $
      33,938   (5)

                                                                                                                                                %                                                               %



     Adjustments:


      Financial (income) expense               1,006                           1,354                                      35                              2,331                    3,328         43
                                                                                                                         %
                                                                                                                                                                                             %



      Provision for income taxes               8,638                           5,683                                    (34)                            21,024                   15,701       (25)

                                                                                                                         %                                                                   %



      Equity awards compensation              20,245                          14,391                                    (29)                            39,548                   28,273       (29)
       expense
                                                                                                                         %                                                                   %



                     Research and development  6,771                           4,203                                    (38)                            11,326                    8,228       (27)

                                                                                                                         %                                                                   %


                         Sales and operations  8,668                           5,693                                    (34)                            16,499                   11,894       (28)

                                                                                                                         %                                                                   %


                   General and administrative  4,806                           4,495                                     (6)                            11,723                    8,151       (30)

                                                                                                                         %                                                                   %



      Pension service costs                      419                             391                                     (7)                               853                      785        (8)

                                                                                                                         %                                                                   %



                     Research and development    212                             191                                    (10)                               432                      384       (11)

                                                                                                                         %                                                                   %


                         Sales and operations     75                              71                                     (5)                               154                      143        (7)

                                                                                                                         %                                                                   %


                   General and administrative    132                             129                                     (2)                               267                      258        (3)

                                                                                                                         %                                                                   %



      Depreciation and amortization           23,560                          21,315                                    (10)                            47,206                   40,611       (14)
       expense
                                                                                                                         %                                                                   %



                              Cost of revenue 15,050                          10,847                                    (28)                            30,299                   19,982       (34)

                                                                                                                         %                                                                   %


                     Research and development  2,245                           3,534                                      57                              4,466                    7,011         57
                                                                                                                         %
                                                                                                                                                                                             %


                         Sales and operations  4,518                           5,109                                      13                              8,972                    9,973         11
                                                                                                                         %
                                                                                                                                                                                             %


                   General and administrative  1,747                           1,825                                       4                              3,469                    3,645          5
                                                                                                                         %
                                                                                                                                                                                             %



      Restructuring cost (1)                     199                             728                                      NM                   (53)                  2,618                NM



                     Research and development     16                             124                                      NM                  (332)                    124                NM


                         Sales and operations    183                             175                                     (4)

                                                                                                                         %                               290                    2,065         NM


                   General and administrative                                   429                                      NM                   (11)                    429                NM


      Total net adjustments                   54,067                          43,862                                    (19)                           110,909                   91,316       (18)

                                                                                                                         %                                                                   %




     Adjusted EBITDA (2)                            $
       68,774                              $
         56,399                                    (18)                        $
      146,706              $
      125,254  (15)

                                                                                                                                                %                                                               %



                            (1) For the three months ended June
                             30, 2019 and the six months ended
                             June 30, 2019, respectively, the
                             Company recognized restructuring
                             charges for its new organizational
                             structure implemented to support
                             its multi-product platform
                             strategy as detailed below:

                               Three Months Ended          Six Months Ended



                    
            
            June 30, 2019


     (Gain) from
      forfeitures
      of share-
      based
      compensation
      expense         (2,678)                      (2,678)


     Depreciation
      and
      amortization
      expense          1,228                         1,228


     Payroll and
      Facilities
      related costs    2,178                         4,068



     Total
      restructuring
      costs              728                         2,618

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


                                                                                                                 
              
                CRITEO S.A.


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


                                                                                                     
             
                (U.S. dollars in thousands, unaudited)




                                                                     Three Months Ended                                                   
              
                Six Months Ended



                                                         
         
              June 30,                                                           
              
                June 30,


                                                     2018                                   2019                          YoY                                2018                      2019                 YoY
                                                                                                                     Change                                                                          Change





     Research and Development                               $
        (47,544)                               $
              (44,015)                                   (7)                               $
       (92,862)                $
       (90,592)  (2)
      expenses
                                                                                                                                                                  %                                                                             %


                     Equity awards compensation     6,771                                    4,203                                         (38)                             11,326                           8,228         (27)
                                        expense
                                                                                                                                            %                                                                             %


                  Depreciation and Amortization     2,245                                    3,534                                           57                               4,466                           7,011           57
                                        expense                                                                                             %
                                                                                                                                                                                                                          %


                          Pension service costs       212                                      191                                         (10)                                432                             384         (11)

                                                                                                                                            %                                                                             %


                            Restructuring costs
                                            (1)       16                                      124                                           NM                 (332)                          124                    NM


     Non GAAP -Research and                      (38,300)                                (35,963)                                         (6)                           (76,970)                       (74,845)         (3)
      Development expenses
                                                                                                                                            %                                                                             %



     Sales and Operations expenses               (92,726)                                (95,503)                                           3                           (188,375)                      (191,412)           2
                                                                                                                                            %
                                                                                                                                                                                                                          %


                     Equity awards compensation     8,668                                    5,693                                         (34)                             16,499                          11,894         (28)
                                        expense
                                                                                                                                            %                                                                             %


                  Depreciation and Amortization     4,518                                    5,109                                           13                               8,972                           9,973           11
                                        expense                                                                                             %
                                                                                                                                                                                                                          %


                          Pension service costs        75                                       71                                          (5)                                154                             143          (7)

                                                                                                                                            %                                                                             %


                            Restructuring costs       183                                      175                                          (4)
                                            (1)
                                                                                                                                            %                                290                           2,065           NM


     Non GAAP -Sales and                         (79,282)                                (84,455)                                           7                           (162,460)                      (167,337)           3
      Operations expenses                                                                                                                   %
                                                                                                                                                                                                                          %



     General and Administrative                  (35,644)                                (35,767)                                         0.3                            (70,235)                       (69,537)         (1)
      expenses
                                                                                                                                            %                                                                             %


                     Equity awards compensation     4,806                                    4,495                                          (6)                             11,723                           8,151         (30)
                                        expense
                                                                                                                                            %                                                                             %


                  Depreciation and Amortization     1,747                                    1,825                                            4                               3,469                           3,645            5
                                        expense                                                                                             %
                                                                                                                                                                                                                          %


                          Pension service costs       132                                      129                                          (2)                                267                             258          (3)

                                                                                                                                            %                                                                             %


                            Restructuring costs
                                            (1)                                              429                                           NM                  (11)                          429                    NM


     Non GAAP -General and                       (28,959)                                (28,889)                                       (0.2)                           (54,787)                       (57,054)           4
      Administrative expenses
                                                                                                                                            %                                                                             %



     Total Operating expenses                   (175,914)                               (175,285)                                        (0.4)

                                                                                                                                            %                          (351,472)                      (351,541)                   %



                     Equity awards compensation    20,245                                   14,391                                         (29)                             39,548                          28,273         (29)
                                        expense
                                                                                                                                            %                                                                             %


                  Depreciation and Amortization     8,510                                   10,468                                           23                              16,907                          20,629           22
                                        expense                                                                                             %
                                                                                                                                                                                                                          %


                          Pension service costs       419                                      391                                          (7)                                853                             785          (8)

                                                                                                                                            %                                                                             %


                            Restructuring costs
                                            (1)      199                                      728                                           NM                  (53)                        2,618                    NM


     Total Non GAAP Operating                              $
        (146,541)                              $
              (149,307)                                     2                               $
       (294,217)               $
       (299,236)    2
      expenses (2)                                                                                                                                                %
                                                                                                                                                                                                                                                %



                            (1) For the three months ended June
                             30, 2019 and the six months ended
                             June 30, 2019, respectively, the
                             Company recognized restructuring
                             charges for its new organizational
                             structure implemented to support
                             its multi-product platform
                             strategy as detailed below:

                               Three Months Ended          Six Months Ended



                    
            
            June 30, 2019


     (Gain) from
      forfeitures
      of share-
      based
      compensation
      expense         (2,678)                      (2,678)


     Depreciation
      and
      amortization
      expense          1,228                         1,228


     Payroll and
      Facilities
      related costs    2,178                         4,068



     Total
      restructuring
      costs              728                         2,618

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


                                                                                                       
        
                CRITEO S.A.


                                                                                              
          
          Detailed Information on Selected Items


                                                                                              
          
         (U.S. dollars in thousands, unaudited)




                                                     Three Months Ended                                                     Six Months Ended



                                        
            
          June 30,                                         
         
                June 30,


                                           2018                     2019             YoY                   2018                         2019                     YoY
                                                                                Change                                                                    Change



      Equity awards compensation
       expense


      Research and development                  $
        6,771                              $
         4,203                                  (38)                                  $
     11,326                   $
     8,228     (27)

                                                                                                                                        %                                                                            %


      Sales and operations                8,668                           5,693                            (34)                                   16,499                         11,894            (28)

                                                                                                            %                                                                                     %


      General and administrative          4,806                           4,495                             (6)                                   11,723                          8,151            (30)

                                                                                                            %                                                                                     %



                    Total equity awards  20,245                          14,391                            (29)                                   39,548                         28,273            (29)
                   compensation expense
                                                                                                            %                                                                                     %





      Pension service costs


      Research and development              212                             191                            (10)                                      432                            384            (11)

                                                                                                            %                                                                                     %


      Sales and operations                   75                              71                             (5)                                      154                            143             (7)

                                                                                                            %                                                                                     %


      General and administrative            132                             129                             (2)                                      267                            258             (3)

                                                                                                            %                                                                                     %


            Total pension service costs     419                             391                             (7)                                      853                            785             (8)

                                                                                                            %                                                                                     %





      Depreciation and amortization
       expense



     Cost of revenue                    15,050                          10,847                            (28)                                   30,299                         19,982            (34)

                                                                                                            %                                                                                     %


      Research and development            2,245                           3,534                              57                                     4,466                          7,011              57
                                                                                                            %                                                                                     %


      Sales and operations                4,518                           5,109                              13                                     8,972                          9,973              11
                                                                                                            %                                                                                     %


      General and administrative          1,747                           1,825                               4                                     3,469                          3,645               5
                                                                                                            %                                                                                     %


                 Total depreciation and  23,560                          21,315                            (10)                                   47,206                         40,611            (14)
                   amortization expense
                                                                                                            %                                                                                     %





      Restructuring costs (1)


      Research and development               16                             124                              NM                       (332)                              124              NM


      Sales and operations                  183                             175                             (4)

                                                                                                            %                                      290                          2,065              NM


      General and administrative                                           429                              NM                        (11)                              429              NM


              Total restructuring costs           $
        199                                $
         728                                    NM                          $
     (53)                 $
     2,618             NM



                            (1) For the three months ended June
                             30, 2019 and the six months ended
                             June 30, 2019, respectively, the
                             Company recognized restructuring
                             charges for its new organizational
                             structure implemented to support
                             its multi-product platform
                             strategy as detailed below:

                            Three Months Ended                     Six Months
                                                     Ended



                                       June 30, 2019


     (Gain) from
      forfeitures
      of share-
      based
      compensation
      expense       (2,678)                                (2,678)


     Depreciation
      and
      amortization
      expense        1,228                                   1,228


     Payroll and
      Facilities
      related
      costs          2,178                                   4,068



     Total
      restructuring
      costs            728                                   2,618


                                                                                                             
              
                CRITEO S.A.


                                                                                          
             
                Reconciliation of Adjusted Net Income to Net Income


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




                                                        Three Months Ended                                                                       Six Months Ended



                                            
            
          June 30,                                                      
              
                June 30,


                                              2018                      2019                   YoY                                2018                      2019                     YoY
                                                                                          Change                                                                              Change






     Net income                                   $
        14,707                                    $
              12,537                                      (15)                                     $
          35,797                $
       33,938   (5)

                                                                                                                                                            %                                                                                 %



     Adjustments:


      Equity awards compensation            20,245                               14,391                                           (29)                                39,548                                 28,273         (29)
       expense
                                                                                                                                   %                                                                                       %


      Amortization of acquisition-           3,448                                5,465                                             58                                  6,905                                 10,937           58
       related intangible assets                                                                                                   %
                                                                                                                                                                                                                           %


      Restructuring costs (1)                  199                                  728                                             NM                     (53)                              2,618                   NM


      Tax impact of the above              (3,117)                             (2,391)                                          (23)                               (6,196)                               (5,331)        (14)
       adjustments
                                                                                                                                   %                                                                                       %


      Total net adjustments                 20,775                               18,193                                           (12)                                40,204                                 36,497          (9)

                                                                                                                                   %                                                                                       %



      Adjusted net income (2)                      $
        35,482                                    $
              30,730                                      (13)                                     $
          76,001                $
       70,435   (7)

                                                                                                                                                            %                                                                                 %





      Weighted average shares
       outstanding


                    
               - Basic 66,347,599                           64,581,476                                                              66,254,476                          64,459,867


                  
               - Diluted 67,488,311                           65,624,505                                                              67,479,513                          65,833,642




      Adjusted net income per share


                    
               - Basic              $
        0.53                                      $
              0.48                                       (9)                                       $
          1.15                  $
       1.09   (5)

                                                                                                                                                            %                                                                                 %



                  
               - Diluted              $
        0.53                                      $
              0.47                                      (11)                                       $
          1.13                  $
       1.07   (5)

                                                                                                                                                            %                                                                                 %



                            (1) For the three months ended June
                             30, 2019 and the six months ended
                             June 30, 2019, respectively, the
                             Company recognized restructuring
                             charges for its new organizational
                             structure implemented to support
                             its multi-product platform
                             strategy as detailed below:

                               Three Months Ended          Six Months Ended



                    
            
            June 30, 2019


     (Gain) from
      forfeitures
      of share-
      based
      compensation
      expense         (2,678)                      (2,678)


     Depreciation
      and
      amortization
      expense          1,228                         1,228


     Payroll and
      Facilities
      related costs    2,178                         4,068



     Total
      restructuring
      costs              728                         2,618

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


                                                                                                       
             
                CRITEO S.A.


                                                                                                 
          
               Constant Currency Reconciliation


                                                                                               
         
               (U.S. dollars in thousands, unaudited)




                                                       Three Months Ended                                                 
              
                Six Months Ended



                                           
         
              June 30,                                                         
              
                June 30,


                                       2018                         2019                     YoY                         2018                                   2019                        YoY
                                                                                        Change                                                                                       Change





     Revenue as reported                     $
        537,185                                       $
          528,147                                     (2)                                        $
         1,101,349            $
       1,086,270   (1)

                                                                                                                                                     %                                                                                     %


     Conversion impact U.S.
      dollar/other currencies                                    15,705                                                                                                   39,746


     Revenue at constant            537,185                                     543,852                                     1                                1,101,349                                   1,126,016        2
      currency(1)
                                                                                                                          %                                                                                          %





     Traffic acquisition costs    (306,963)                                  (304,229)                                  (1)                               (630,709)                                  (626,658)     (1)
      as reported
                                                                                                                          %                                                                                          %


     Conversion impact U.S.
      dollar/other currencies                                   (8,662)                                                                                                (22,132)


     Traffic Acquisition Costs    (306,963)                                  (312,891)                                    2                                (630,709)                                  (648,790)       3
      at constant currency(1)
                                                                                                                          %                                                                                          %





     Revenue ex-TAC as              230,222                                     223,918                                   (3)                                 470,640                                     459,612      (2)
      reported(2)
                                                                                                                          %                                                                                          %


     Conversion impact U.S.
      dollar/other currencies                                     7,043                                                                                                   17,614


     Revenue ex-TAC at              230,222                                     230,961                                   0.3                                  470,640                                     477,226        1
      constant currency(2)
                                                                                                                          %                                                                                          %



     Revenue ex-
      TAC(2)/Revenue as
      reported                 43
            %                               42
            %                                                    43
            %                           42
            %




     Other cost of revenue as      (29,957)                                   (29,059)                                  (3)                                (60,016)                                   (55,104)     (8)
      reported
                                                                                                                          %                                                                                          %


     Conversion impact U.S.
      dollar/other currencies                                     (643)                                                                                                 (1,393)


     Other cost of revenue at      (29,957)                                   (29,702)                                  (1)                                (60,016)                                   (56,497)     (6)
      constant currency(1)
                                                                                                                          %                                                                                          %





     Adjusted EBITDA(3)              68,774                                      56,399                                  (18)                                 146,706                                     125,254     (15)

                                                                                                                          %                                                                                          %


     Conversion impact U.S.
      dollar/other currencies                                     1,638                                                                                                    5,973



     Adjusted EBITDA(3) at                    $
        68,774                                        $
          58,037                                    (16)                                          $
         146,706              $
       131,227  (11)
      constant currency(1)
                                                                                                                                                     %                                                                                     %



     Adjusted
      EBITDA(3)/Revenue ex-
      TAC(2)                   30
            %                               25
            %                                                    31
            %                           27
            %



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




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




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


                                         
         
                CRITEO S.A.


                                 
             
            Information on Share Count


                                         
         
                (unaudited)




                                             Six Months Ended



                             
           
           June 30,


                                     2018                        2019



        Shares outstanding
         as at January 1,      66,085,097                    64,249,084


        Weighted average
         number of shares
         issued during the
         period                   169,379                       210,783


        Basic number of
         shares -Basic EPS
         basis                 66,254,476                    64,459,867

    ---

        Dilutive effect of
         share options,
         warrants, employee
         warrants -Treasury
         method                 1,225,037                     1,373,775


        Diluted number of
         shares -Diluted
         EPS basis             67,479,513                    65,833,642

    ---



        Shares issued as at
         June 30, before
         Treasure stocks       66,861,045                    66,161,523

    ---

        Treasury stock as of
         June 30,                                            (1,118,969)



        Shares outstanding
         as of June 30,
         after Treasury
         stocks                66,861,045                    65,042,554

    ---

        Total dilutive
         effect of share
         options, warrants,
         employee warrants      8,477,469                     7,458,330


        Fully diluted shares
         as of June 30,        75,338,514                    72,500,884

    ---


                                                                                                        
              
                CRITEO S.A.


                                                                                        
            
            Supplemental Financial Information and Operating Metrics


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




                                                      
     
           Q3  
     
           Q4   
     
              Q1    
           
                Q2     
              
                Q3      
     
           Q4     
     
           Q1     
      
           Q2            YoY              QoQ
                                                               2017           2017               2018                        2018                            2018               2018              2019               2019 
       Change     Change






       
            Clients                                     17,299         18,118             18,528                      18,936                          19,213             19,419            19,373             19,733             4%             2%





       
            Revenue                                    563,973        674,031            564,164                     537,185                         528,869            670,096           558,123            528,147           (2)%           (5)%



       Americas                                            228,326        324,696            212,695                     212,781                         211,247            317,350           217,993            213,974             1%           (2)%



       EMEA                                                207,168        221,019            222,611                     201,080                         195,230            220,904           209,643            194,359           (3)%           (7)%



       APAC                                                128,479        128,316            128,858                     123,324                         122,392            131,842           130,487            119,814           (3)%           (8)%





       
            TAC                                      (329,576)     (397,087)         (323,746)                  (306,963)                      (305,387)         (398,238)        (322,429)         (304,229)          (1)%             (6)%



       Americas                                          (141,869)     (203,368)         (131,521)                  (125,502)                      (126,406)         (196,168)        (131,545)         (129,491)            3%             (2)%



       EMEA                                              (115,446)     (120,662)         (119,893)                  (112,577)                      (111,131)         (128,053)        (117,291)         (107,401)          (5)%             (8)%



       APAC                                               (72,261)      (73,057)          (72,332)                   (68,884)                       (67,850)          (74,017)         (73,593)          (67,337)          (2)%             (9)%




                 Revenue ex-TAC (1)                         234,397        276,944            240,418                     230,222                         223,482            271,858           235,694            223,918           (3)%           (5)%



       Americas                                             86,457        121,328             81,174                      87,279                          84,841            121,182            86,448             84,483           (3)%           (2)%



       EMEA                                                 91,722        100,357            102,718                      88,503                          84,099             92,851            92,352             86,958           (2)%           (6)%



       APAC                                                 56,218         55,259             56,526                      54,440                          54,542             57,825            56,894             52,477           (4)%           (8)%




                 Cash flow from operating activities         61,727         79,002             84,527                      40,341                          50,256             85,600            67,220             52,964            31%          (21)%




                 Capital expenditures                        27,773         25,476             32,567                      17,847                          29,656             45,408            23,684             32,792            84%            38%




                 Capital expenditures/Revenue                    5%            4%                6%                         3%                             6%                7%               4%                6%           N.A              N.A





       
            Net cash position                          357,983        414,111            483,874                     480,285                         458,690            364,426           395,771            422,053          (12)%             7%





       
            Headcount                                    2,712          2,764              2,675                       2,678                           2,737              2,744             2,813              2,873             7%             2%




                 Days Sales Outstanding (days -end of
                  month)                                         56             57                 60                          61                              60                 58                59                 58            N.A            N.A

    ---



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

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SOURCE Criteo S.A.