CRITEO REPORTS RECORD FIRST QUARTER 2024 RESULTS

Deployed $62 Million to Repurchase Shares in Q1 2024
Raises Full Year 2024 Outlook

NEW YORK, May 2, 2024 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2024.

First Quarter 2024 Financial Highlights:

The following table summarizes our consolidated financial results for the three months ended March 31, 2024:


                                                   Three Months Ended


                                                       March 31,


                                      2024    2023                             YoY
                                                                 Change


                                               (in millions, except EPS
                                                          data)



     
              GAAP Results



     Revenue                         $450    $445                             1 %



     Gross Profit                    $217    $182                            20 %



     Net Income (loss)                 $9   $(12)                          171 %



     Gross Profit margin             48 %   41 %                      7 ppt



     Diluted EPS                    $0.12 $(0.21)                          157 %



     Cash from operating activities   $14     $42                          (67) %



     Cash and cash equivalents       $267    $306                          (13) %





     
              Non-GAAP Results(1)



     Contribution ex-TAC             $254    $221                            15 %



     Adjusted EBITDA                  $71     $39                            83 %



     Adjusted diluted EPS           $0.80   $0.50                            60 %



     Free Cash Flow (FCF)              $1      $9                          (91) %



     FCF / Adjusted EBITDA            1 %   23 %                      (22)
                                                                        ppt

"We are proud to be the leading AdTech player in Retail Media and the platform of choice for performance-based targeting, which, we believe, will drive sustainable growth and shareholder value," said Megan Clarken, Chief Executive Officer of Criteo. "I am thrilled to report a record start to the year, and I am confident that we will continue to build on this momentum."

Operating Highlights

    --  Retail Media Contribution ex-TAC grew 34% year-over-year at constant
        currency(2) and same-retailer Contribution ex-TAC(3) retention for
        Retail Media was 136%.
    --  We expanded our platform adoption to 2,700 brands and close to 225
        retailers and marketplaces, including Ticketmaster. We also expanded our
        partnership with Walmart Connect in Guatemala, Costa Rica, Nicaragua,
        Honduras, and El Salvador.
    --  We achieved our first accreditation by the Media Rating Council (MRC)
        for Retail Media measurement.
    --  Performance Media(4) Contribution ex-TAC was up 13% year-over-year at
        constant currency(2).
    --  Criteo's activated media spend(5) was $4.2 billion in the last 12 months
        and $1.0 billion in Q1 2024, growing 13% year-over-year at constant
        currency(2).
    --  We deployed $62 million of capital for share repurchases in Q1 2024, and
        we intend to return $150 million of capital to shareholders in 2024.
    --  We nominated Ernst Teunissen for election to the Board of directors of
        the Company at the 2024 Annual Meeting of Shareholders.

(___________________________________________________)





     
     1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.



     
     2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.



     
     (3) Same-retailer Contribution ex-TAC retention is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us the same quarter in the following year.



     
     4 Beginning with the first quarter of 2024, Criteo changed its segment reporting structure to two reportable segments: Retail Media and Performance Media. See the Form 8-K filed with the SEC on March 4, 2024 for more details.



     
     5 Activated media spend is defined as the media spend activated on behalf of our Retail Media clients and our Performance Media clients.

Financial Summary

Revenue for Q1 2024 was $450 million, gross profit was $217 million and Contribution ex-TAC was $254 million. Net income for Q1 was $9 million, or $0.12 per share on a diluted basis. Adjusted EBITDA for Q1 was $71 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q1 increased by 1%, gross profit increased 20% and Contribution ex-TAC increased by 15%. At constant currency, revenue for Q1 increased by 3% and Contribution ex-TAC increased by 17%. Cash flow from operating activities was $14 million in Q1 and Free Cash Flow was $1 million in Q1. As of March 31, 2024, we had $289 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We are raising our full-year 2024 guidance after delivering a record first quarter performance. We are confident in our business strategy and financial strength, which is reflected in the deployment of $62 million of capital for share repurchases in Q1."

First Quarter 2024 Result

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased by 1% year-over-year in Q1 2024, or 3% at constant currency, to $450 million (Q1 2023: $445 million). Gross profit increased by 20% year-over-year in Q1 2024 to $217 million (Q1 2023: $182 million). Gross profit as a percentage of revenue, or gross profit margin, was 48% (Q1 2023: 41%). Contribution ex-TAC in the first quarter increased 15% year-over-year, or increased 17% at constant currency, to $254 million (Q1 2023: $221 million).

    --  Retail Media revenue increased 34%, or 33% at constant currency,
        reflecting continued strength in Retail Media onsite. Retail Media
        Contribution ex-TAC increased 34%, or 34% at constant currency, driven
        by continued strength in Retail Media onsite, new client integrations
        and growing network effects of the platform.
    --  Performance Media revenue was down 2%, or flat at constant currency, and
        Performance Media Contribution ex-TAC increased 11%, or increased 13% at
        constant currency, driven by the continued traction of Commerce
        Audiences as more clients adopt full funnel activation.

Net Income (Loss) and Adjusted Net Income

Net income was $9 million in Q1 2024 (Q1 2023: net loss of $12 million). Net income allocated to shareholders of Criteo was $7 million, or $0.12 per share on a diluted basis (Q1 2023: net loss available to shareholders of $12 million, or $0.21 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $47 million, or $0.80 per share on a diluted basis (Q1 2023: $28 million, or $0.50 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $71 million, representing an increase of 83% year-over-year (Q1 2023: $39 million). This reflects higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 28% (Q1 2023: 18%).

Operating expenses increased by 1% year-over-year to $207 million (Q1 2023: $205 million), mostly driven by planned growth investments partially offset by cost efficiencies. Non-GAAP operating expenses were flat at $155 million (Q1 2023: $155 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $14 million in Q1 2024 (Q1 2023: $42 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, was $1 million in Q1 2024 (Q1 2023: $9 million).

Cash and cash equivalents, and marketable securities, decreased $70 million compared to December 31, 2023 to $289 million, after spending $62 million on share repurchases in the first three months of 2024.

As of March 31, 2024, the Company had total financial liquidity of approximately $805 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

2024 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of May 2, 2024.

Fiscal year 2024 guidance:

    --  We now expect Contribution ex-TAC to grow high-single-digit at constant
        currency, compared to our previous guidance of mid-single-digit growth
        at constant currency.
    --  We now expect an Adjusted EBITDA margin of approximately 31% of
        Contribution ex-TAC, compared to our previous guidance of 29% to 30% of
        Contribution ex-TAC.

Second quarter 2024 guidance:

    --  We expect Contribution ex-TAC between $261 million and $265 million, or
        year-over-year growth at constant-currency of +10% to +12%.
    --  We expect Adjusted EBITDA between $70 million and $74 million.

The guidance for the second quarter and fiscal year ending December 31, 2024 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.915, a U.S. dollar-Japanese Yen rate of 149, a U.S. dollar-British pound rate of 0.785, a U.S. dollar-Korean Won rate of 1,342 and a U.S. dollar-Brazilian real rate of 4.95.

The guidance assumes that no additional acquisitions are completed during the second quarter of 2024 or the fiscal year ended December 31, 2024.

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

Non-GAAP Financial Measures

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

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC 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. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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, certain restructuring, integration and transformation costs, and certain acquisition costs. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that 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 assets, certain restructuring, integration and transformation costs, certain acquisition costs, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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

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

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, 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 Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2024 and the year ending December 31, 2024, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and volatile interest rates in the U.S. have impacted Criteo's business, financial condition, cash flow and results of operations.

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

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, May 2, 2024, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

    --  United States:   +1 800 836 8184
    --  International:   +1 646 357 8785
    --  France   080-094-5120

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

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, m.dambre@criteo.com

Criteo Public Relations
Jessica Meyers, j.meyers@criteo.com

Financial information to follow


                                                                                          
        
                CRITEO S.A.

                                                                          
              
          Consolidated Statement of Financial Position

                                                                             
              
          (U.S. dollars in thousands, unaudited)




                                                                                                                                         March 31, 2024 December 31, 2023



              
                Assets



              Current assets:



              Cash and cash equivalents                                                                                                       $266,862           $336,341



              Trade receivables, net of allowances of $ 43.1 million and $ 43.3 million at                                                     610,676            775,589
    March 31, 2024 and December 31, 2023, respectively



              Income taxes                                                                                                                       1,912              2,065



              Other taxes                                                                                                                      142,630            109,306



              Other current assets                                                                                                              50,131             48,291



              Restricted cash - current                                                                                                         75,000             75,000



              Marketable securities - current portion                                                                                           11,226              5,970



              Total current assets                                                                                                           1,158,437          1,352,562



              Property, plant and equipment, net                                                                                               116,798            126,494



              Intangible assets, net                                                                                                           175,259            180,888



              Goodwill                                                                                                                         521,198            524,197



              Right of Use Asset - operating lease                                                                                             106,765            112,487



              Marketable securities - non current portion                                                                                       10,811             16,575



              Non-current financial assets                                                                                                       5,372              5,294



              Other non-current assets                                                                                                          60,221             60,742



              Deferred tax assets                                                                                                               51,389             52,680



                  Total non-current assets                                                                                                   1,047,813          1,079,357



              Total assets                                                                                                                  $2,206,250         $2,431,919





              
                Liabilities and shareholders' equity



              Current liabilities:



              Trade payables                                                                                                                  $629,634           $838,522



              Contingencies - current portion                                                                                                    1,387              1,467



              Income taxes                                                                                                                      14,693             17,213



              Financial liabilities - current portion                                                                                            4,946              3,389



              Lease liability - operating - current portion                                                                                     31,848             35,398



              Other taxes                                                                                                                       92,768             66,659



              Employee - related payables                                                                                                      123,293            113,287



              Other current liabilities                                                                                                         96,410            104,552



              Total current liabilities                                                                                                        994,979          1,180,487



              Deferred tax liabilities                                                                                                           3,167              1,083



              Defined benefit plans                                                                                                              4,357              4,123



              Financial liabilities - non current portion                                                                                           76                 77



              Lease liability - operating - non current portion                                                                                 80,059             83,051



              Contingencies - non current portion                                                                                               32,625             32,625



              Other non-current liabilities                                                                                                     18,388             19,082



                  Total non-current liabilities                                                                                                138,672            140,041



              Total liabilities                                                                                                              1,133,651          1,320,528



              Commitments and contingencies



              Shareholders' equity:



              Common shares, EUR0.025 par value, 61,181,001 and 61,165,663 shares                                                                2,024              2,023
    authorized, issued and outstanding at March 31, 2024 and December 31, 2023,
    respectively.



              Treasury stock, 6,617,119 and 5,400,572 shares at cost as of March 31, 2024                                                    (204,363)         (161,788)
    and December 31, 2023 , respectively.



              Additional paid-in capital                                                                                                       797,492            769,240



              Accumulated other comprehensive income (loss)                                                                                   (96,763)          (85,326)



              Retained earnings                                                                                                                543,092            555,456



              Equity - attributable to shareholders of Criteo S.A.                                                                           1,041,482          1,079,605



              Non-controlling interests                                                                                                         31,117             31,786



              Total equity                                                                                                                   1,072,599          1,111,391



              Total equity and liabilities                                                                                                  $2,206,250         $2,431,919


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




                                                                                                                                               Three Months Ended


                                                                                                                                               March 31,


                                                                                                                                         2024       2023               YoY
                                                                                                                                                                  change





     Revenue                                                                                                                        $450,055   $445,016               1 %





     Cost of revenue



     Traffic acquisition cost                                                                                                      (196,167) (224,398)             13 %



     Other cost of revenue                                                                                                          (36,665)  (39,109)              6 %





     Gross profit                                                                                                                    217,223    181,509              20 %





     Operating expenses:



     Research and development expenses                                                                                              (66,858)  (63,590)            (5) %



     Sales and operations expenses                                                                                                  (92,842) (101,242)              8 %



     General and administrative expenses                                                                                            (47,169)  (40,170)           (17) %



     Total Operating expenses                                                                                                      (206,869) (205,002)            (1) %



     Income (loss) from operations                                                                                                    10,354   (23,493)            144 %



     Financial and Other income                                                                                                        1,181      6,827            (83) %



     Income (loss) before taxes                                                                                                       11,535   (16,666)            169 %



     Provision for income tax (expense) benefit                                                                                      (2,969)     4,595           (165) %



     Net income (loss)                                                                                                                $8,566  $(12,071)            171 %





     Net income (loss) available to shareholders of Criteo S.A.                                                                       $7,244  $(11,809)            161 %



     Net income (loss) available to non-controlling interests                                                                         $1,322     $(262)            605 %





     Weighted average shares outstanding used in computing per share amounts:



     Basic                                                                                                                        55,149,622 56,256,082             (2) %



     Diluted                                                                                                                      59,332,882 56,256,082               5 %





     Net income (loss) allocated to shareholders per share:



     Basic                                                                                                                             $0.13    $(0.21)            162 %



     Diluted                                                                                                                           $0.12    $(0.21)            157 %


                                                                                       
         
                CRITEO S.A.

                                                                           
              
           Consolidated Statement of Cash Flows

                                                                          
              
           (U.S. dollars in thousands, unaudited)




                                                                                                                                               Three Months Ended


                                                                                                                                               March 31,


                                                                                                                                         2024       2023                YoY

                                                                                                                                                                   Change



     
                Net income (loss)                                                                                                   $8,566  $(12,071)             171 %



     Non-cash and non-operating items                                                                                                 60,161     31,947               88 %



                - Amortization and provisions                                                                                         25,235     27,311              (8) %



                - Equity awards compensation expense (1)                                                                              27,292     25,168                8 %



                - Net (gain) or loss on disposal of non-current assets                                                                         (8,790)             100 %



               - Change in uncertain tax positions                                                                                       882       (60)                NM



     - Net change in fair value of Earn-out                                                                                            3,237         86                 NM



               - Change in deferred taxes                                                                                              3,174   (12,297)             126 %



               - Change in income taxes                                                                                              (2,255)     (137)                NM



               - Other                                                                                                                 2,596        666              290 %



     
                Changes in working capital related to operating activities                                                        (54,710)    22,088            (348) %



                - (Increase) / Decrease in trade receivables                                                                         158,056    164,120              (4) %



                - Increase / (Decrease) in trade payables                                                                          (201,921) (145,011)            (39) %



                - (Increase) / Decrease in other current assets                                                                     (36,857)  (13,594)           (171) %



                - Increase / (Decrease) in other current liabilities                                                                  26,734     16,666               60 %



                - Change in operating lease liabilities and right of use assets                                                        (722)      (93)           (676) %



     
                CASH FROM (USED FOR) OPERATING ACTIVITIES                                                                           14,017     41,964             (67) %



     Acquisition of intangible assets, property, plant and equipment                                                                (13,293)  (37,195)              64 %



     Change in accounts payable related to intangible assets, property, plant and equipment                                               69      3,976             (98) %



     Payment for business, net of cash acquired                                                                                        (527)   (6,500)              92 %



     Proceeds from disposition of investment                                                                                                     9,625            (100) %



     Change in other non-current financial assets                                                                                      (148)   (6,008)              98 %



     
                CASH FROM (USED FOR) INVESTING ACTIVITIES                                                                         (13,899)  (36,102)              62 %



     Proceeds from exercise of stock options                                                                                             395      1,266             (69) %



     Repurchase of treasury stocks                                                                                                  (62,143)  (51,030)            (22) %



     Cash payment for contingent consideration                                                                                                (22,025)             100 %



     Change in other financing activities                                                                                              (432)     (428)             (1) %



     
                CASH FROM (USED FOR) FINANCING ACTIVITIES                                                                         (62,180)  (72,217)              14 %



     Effect of exchange rates changes on cash and cash equivalents                                                                   (7,333)   (1,182)           (520) %



     
                Net increase (decrease) in cash and cash equivalents and restricted cash                                          (69,395)  (67,537)             (3) %



     Net cash and cash equivalents and restricted cash at beginning of period                                                        411,257    448,200              (8) %



     
                Net cash and cash equivalents and restricted cash at end of period                                                $341,862   $380,663             (10) %





     
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION



     Cash paid for taxes, net of refunds                                                                                            $(1,168)  $(7,900)              85 %



     Cash paid for interest                                                                                                           $(327)    $(616)              47 %



     
     (1) Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $26.8 million and $24.7 million of equity awards compensation expense for the quarters ended March 31, 2024 and 2023, respectively.



     
                CRITEO S.A.


     
                Reconciliation of Cash from Operating Activities to Free Cash Flow


     
                (U.S. dollars in thousands, unaudited)




                                                                                                      Three Months Ended


                                                                                                      March 31,


                                                                                                 2024      2023               YoY

                                                                                                                         Change





     
                CASH FROM (USED FOR) OPERATING ACTIVITIES                                  $14,017   $41,964            (67) %



     Acquisition of intangible assets, property, plant and equipment                        (13,293) (37,195)             64 %



     Change in accounts payable related to intangible assets, property, plant and equipment       69     3,976            (98) %



     
                FREE CASH FLOW (1)                                                            $793    $8,745            (91) %



     
     (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 Contribution ex-TAC to Gross Profit

                   
              
                (U.S. dollars in thousands, unaudited)




                                                                      Three Months Ended


                                                                                   March 31,


                                                                                    2024         2023 YoY Change





     
                Gross Profit                                                  217,223      181,509       20 %





     Other Cost of Revenue                                                       36,665       39,109      (6) %




                   Contribution ex-TAC (1)                                      $253,888     $220,618       15 %



     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                         
            
                CRITEO S.A.

                                                     
              
              Segment Information

                                                   
       
              (U.S. dollars in thousands, unaudited)




                                                                       Three Months Ended


                                                                       March 31,


                                         Segment            2024                2023                     YoY Change          YoY
                                                                                                                      Change
                                                                                                                          at
                                                                                                                    Constant
                                                                                                                    Currency
                                                                                                                         (4)



     
     Revenue


                            Retail Media (1)              50,872              38,021                           34 %         33 %


                            Performance Media
                             (2)                        $399,183            $406,995                          (2) %          - %


                                         Total           450,055             445,016                            1 %          3 %




        Contribution ex-TAC


                            Retail Media                  50,169              37,352                           34 %         34 %


                            Performance Media            203,719             183,266                           11 %         13 %


                                         Total (3)      $253,888            $220,618                           15 %         17 %


        (1) The Retail Media Platform, introduced in June 2020, is a strategic building block of Criteo's Commerce Media Platform and is reported under the retail media segment. It is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions were accounted
         for on a gross basis. Most clients using Criteo's legacy Retail Media solutions transitioned to this platform by the end of 2022. During the transition period, Revenue declined but Contribution ex-TAC margin increased. Contribution ex-TAC was not impacted by this transition.



     
     (2) Beginning with the first quarter of 2024, Criteo changed its segment reporting structure to two reportable segments: Retail Media and Performance Media. See the Form 8-K filed with the SEC on March 4, 2024 for more details.



     
     (3) Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric.



     
     (4) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.


                                                  
              
                CRITEO S.A.

                             
              
                Reconciliation of Adjusted EBITDA to Net Income (Loss)

                                     
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                      Three Months Ended


                                                                                                                      March 31,


                                                                                                               2024      2023                 YoY

                                                                                                                                         Change



     
                Net income (loss)                                                                         $8,566 $(12,071)              171 %



     Adjustments:



     Financial (Income) expense                                                                            (1,181)  (6,606)               82 %



     Provision for income taxes                                                                              2,969   (4,595)              165 %



     Equity awards compensation expense                                                                     27,292    26,065                 5 %



     Pension service costs                                                                                     172       176               (2) %



     Depreciation and amortization expense                                                                  24,918    25,320               (2) %



     Acquisition-related costs                                                                                          832             (100) %



     Restructuring, integration and transformation costs                                                     7,943     9,602              (17) %



     Total net adjustments                                                                                  62,113    50,794                22 %



     
                Adjusted EBITDA (1)                                                                      $70,679   $38,723                83 %



     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                               
              
                CRITEO S.A.

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

                                                 
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                                Three Months Ended


                                                                                                                                                March 31,


                                                                                                                                          2024       2023               YoY
                                                                                                                                                                   Change



     Research and Development expenses                                                                                              $(66,858) $(63,590)            (5) %


                                                                 
              
                Equity awards compensation expense             14,594     16,336            (11) %


                                                              
              
                Depreciation and Amortization expense             12,328     10,326              19 %


                                                                              
              
                Pension service costs                 91         92             (1) %


                                                                          
              
                Acquisition-related costs                          404           (100) %


                                                
              
                Restructuring, integration and transformation costs                471        874            (46) %



     Non GAAP - Research and Development expenses                                                                                    (39,374)  (35,558)           (11) %



     Sales and Operations expenses                                                                                                   (92,842) (101,242)              8 %


                                                                 
              
                Equity awards compensation expense              5,727      4,740              21 %


                                                              
              
                Depreciation and Amortization expense              3,233      2,816              15 %


                                                                              
              
                Pension service costs                 26         28             (7) %


                                                                          
              
                Acquisition-related costs                                            NM


                             
              
                                   Restructuring, integration and transformation costs                494      4,734            (90) %



     Non GAAP - Sales and Operations expenses                                                                                        (83,362)  (88,924)              6 %



     General and Administrative expenses                                                                                             (47,169)  (40,170)           (17) %


                                                                 
              
                Equity awards compensation expense              6,971      4,989              40 %


                                                              
              
                Depreciation and Amortization expense                453        520            (13) %


                                                                              
              
                Pension service costs                 55         56             (2) %


                                                                          
              
                Acquisition-related costs                          428           (100) %


                                                
              
                Restructuring, integration and transformation costs              6,978      3,994              75 %



     Non GAAP - General and Administrative expenses                                                                                  (32,712)  (30,183)            (8) %



     Total Operating expenses                                                                                                       (206,869) (205,002)            (1) %


                                                                 
              
                Equity awards compensation expense             27,292     26,065               5 %


                                                              
              
                Depreciation and Amortization expense             16,014     13,662              17 %


                                                                              
              
                Pension service costs                172        176             (2) %


                                                                          
              
                Acquisition-related costs                          832           (100) %


                                                
              
                Restructuring, integration and transformation costs              7,943      9,602            (17) %



     Total Non GAAP Operating expenses (1)                                                                                          (155,448) (154,665)            (1) %



     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                   
              
                CRITEO S.A.

                           
              
                Reconciliation of Adjusted Net Income to Net Income (Loss)

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




                                                                                                                        Three Months Ended


                                                                                                                        March 31,


                                                                                                                   2024       2023              YoY
                                                                                                                                           Change





     
                Net income (loss)                                                                             $8,566  $(12,071)           171 %



     Adjustments:



     Equity awards compensation expense                                                                         27,292     26,065              5 %



     Amortization of acquisition-related intangible assets                                                       8,679      8,533              2 %



     Acquisition-related costs                                                                                               832          (100) %



     Restructuring, integration and transformation costs                                                         7,943      9,602           (17) %



     Tax impact of the above adjustments (1)                                                                   (4,988)   (4,949)           (1) %



     Total net adjustments                                                                                      38,926     40,083            (3) %



     
                Adjusted net income(2)                                                                       $47,492    $28,012             70 %





     Weighted average shares outstanding


                                                                                   
               - Basic       55,149,622 56,256,082


                                                                                 
               - Diluted       59,332,882 56,256,082





     Adjusted net income per share


                                                                                   
               - Basic            $0.86      $0.50             72 %


                                                                                 
               - Diluted            $0.80      $0.50             60 %



     
     (1) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.



     
     (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                 
       
                CRITEO S.A.

                                     
              
         Constant Currency Reconciliation(1)

                                    
              
         (U.S. dollars in thousands, unaudited)




                                                                                                      Three Months Ended


                                                                                                      March 31,


                                                                                                 2024          2023           YoY

                                                                                                                         Change





     Gross Profit as reported                                                               $217,223      $181,509          20 %





     Other cost of revenue as reported                                                      (36,665)     (39,109)          6 %





     Contribution ex-TAC as reported(2)                                                      253,888       220,618          15 %



     Conversion impact U.S. dollar/other currencies                                            3,722



     Contribution ex-TAC at constant currency                                                257,610       220,618          17 %





     Traffic acquisition costs as reported                                                 (196,167)    (224,398)         13 %



     Conversion impact U.S. dollar/other currencies                                          (2,509)



     Traffic acquisition costs at constant currency                                        (198,676)    (224,398)         11 %





     Revenue as reported                                                                     450,055       445,016           1 %



     Conversion impact U.S. dollar/other currencies                                            6,231



     Revenue at constant currency                                                           $456,286      $445,016           3 %



     
     (1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.



     
     (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                                   
              
                CRITEO S.A.

                                                           
              
                Information on Share Count

                                                                   
              
                (unaudited)




                                                                                                                              Three Months Ended


                                                                                                                     2024         2023



     Shares outstanding as at January 1,                                                                      55,765,091   57,263,624



     Weighted average number of shares issued during the period                                                (615,469) (1,007,542)



     Basic number of shares - Basic EPS basis                                                                 55,149,622   56,256,082



     Dilutive effect of share options, warrants, employee warrants - Treasury method                           4,183,260



     Diluted number of shares - Diluted EPS basis                                                             59,332,882   56,256,082





     Shares issued as at March 31, before Treasury stocks                                                     61,181,001   63,316,696



     Treasury stocks as of March 31,                                                                         (6,617,119) (7,323,153)



     Shares outstanding as of March 31, after Treasury stocks                                                 54,563,882   55,993,543



     Total dilutive effect of share options, warrants, employee warrants                                       8,851,780    9,709,019



     Fully diluted shares as at March 31,                                                                     63,415,662   65,702,562


                                                                                      
              
                CRITEO S.A.

                                                                          
             
      Supplemental Financial Information and Operating Metrics

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




                                                                   YoY        QoQ                 Q1                           Q4                       Q3          Q2           Q1            Q4             Q3              Q2               Q1

                                                                 Change     Change              2024                          2023                      2023         2023          2023           2022            2022             2022              2022





              
                Clients                                (5) %     (2) %            17,767                        18,197                    18,423       18,646        18,679         18,990          19,008           18,911            18,764





              
                Revenue                                  1 %    (21) %           450,055                       566,302                   469,193      468,934       445,016        564,425         446,921          495,090           510,567



              Americas                                              5 %    (29) %           198,365                       280,597                   213,607      204,755       188,288        281,806         201,274          213,340           194,847



              EMEA                                                  2 %    (14) %           162,842                       189,291                   164,890      158,215       160,214        185,125         150,915          176,867           193,954



              APAC                                                (8) %     (8) %            88,848                        96,414                    90,696      105,964        96,514         97,494          94,732          104,883           121,766





              
                Revenue                                  1 %    (21) %           450,055                       566,302                   469,193      468,934       445,016        564,425         446,921          495,090           510,567



              Retail Media                                         34 %    (34) %            50,872                        76,583                    49,813       44,590        38,021         59,801          41,170           54,667            46,679



              Performance Media                                   (2) %    (18) %           399,183                       489,719                   419,380      424,344       406,995        504,624         405,751          440,423           463,888





              
                TAC                                     13 %      22 %         (196,167)                    (249,926)                (223,798)   (228,717)    (224,398)     (281,021)      (233,543)       (280,565)        (293,650)



              Retail Media                                        (5) %      71 %             (703)                      (2,429)                  (1,377)     (1,072)        (669)       (2,719)        (4,277)        (18,111)         (15,850)



              Performance Media                                    13 %      21 %         (195,464)                    (247,497)                (222,421)   (227,645)    (223,729)     (278,302)      (229,266)       (262,454)        (277,800)





              
                Contribution ex-TAC (1)                 15 %    (20) %           253,888                       316,376                   245,395      240,217       220,618        283,404         213,378          214,525           216,917



              Retail Media                                         34 %    (32) %            50,169                        74,154                    48,436       43,518        37,352         57,082          36,893           36,556            30,829



              Performance Media                                    11 %    (16) %           203,719                       242,222                   196,959      196,699       183,266        226,322         176,485          177,969           186,088





              
                Cash flow from operating activities   (67) %    (91) %            14,017                       161,340                    19,614        1,328        41,964        125,455          41,628           13,972            74,930





              
                Capital expenditures                  (60) %    (33) %            13,224                        19,724                    15,849       45,519        33,219         14,522          20,307           15,452             5,564





              
                Net cash position                     (10) %    (17) %           341,862                       411,257                   269,857      298,183       380,663        448,200         407,323          562,546           589,343





              
                Headcount                              (2) %       - %            3,559                         3,563                     3,487        3,514         3,636          3,716           3,537            3,146             2,939





              
                Days Sales Outstanding              (8) days    8 days                66                            58                        61           69            74             71              78               76                74
    (days - end of month) (2)



     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.



     
     (2) From September 2023, we have included Iponweb in our calculation of Days Sales Outstanding. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.

View original content:https://www.prnewswire.com/news-releases/criteo-reports-record-first-quarter-2024-results-302133822.html

SOURCE Criteo Corp