CRITEO REPORTS RECORD SECOND QUARTER 2024 RESULTS

Raises Full Year 2024 Outlook

Announces Retail Media Investor Update on November 18, 2024

NEW YORK, Aug. 1, 2024 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2024:


                                                   Three Months Ended                              Six Months Ended


                                                        June 30,                                       June 30,


                                      2024    2023                             YoY      2024           2023                         YoY
                                                                 Change                                             Change


                                               
            
              (in millions, except EPS data)



     
              GAAP Results



     Revenue                         $471    $469                             1 %      $921           $914                         1 %



     Gross Profit                    $233    $200                            17 %      $450           $381                        18 %



     Net Income (loss)                $28    $(2)                       NM             $37          $(14)                      361 %



     Gross Profit margin             49 %   43 %                      6ppt           49 %          42 %                  7 ppt



     Diluted EPS                    $0.46 $(0.05)                       NM           $0.58        $(0.26)                      323 %



     Cash from operating activities   $17      $1                        NM             $31            $43                      (28) %



     Cash and cash equivalents       $217    $223                           (3) %      $217           $223                       (3) %





     
              Non-GAAP Results(1)



     Contribution ex-TAC             $267    $240                            11 %      $521           $461                        13 %



     Adjusted EBITDA                  $93     $56                            67 %      $164            $95                        73 %



     Adjusted diluted EPS           $1.08   $0.53                           104 %     $1.88          $1.03                        83 %



     Free Cash Flow (FCF)            $(4)  $(44)                           91 %      $(3)         $(35)                       91 %



     FCF / Adjusted EBITDA          (4) % (79) %                      75ppt         (2) %        (37) %                 35 ppt

"Our transformation is coming to life and we continue to seize the exciting opportunities in front of us, positioning ourselves for a promising future," said Megan Clarken, Chief Executive Officer of Criteo. "Our focus remains on executing our plan to drive sustainable growth and maximize shareholder value."

Operating Highlights

    --  Retail Media Contribution ex-TAC grew 24% year-over-year at constant
        currency(2) and same-retailer Contribution ex-TAC(3) retention for
        Retail Media was 131%.
    --  We expanded our platform adoption to 2,900 brands and 225 retailers and
        marketplaces, including Dollar General, QVC, Belk, MyTheresa, Selfridges
        and Grab.
    --  We announced a strategic collaboration with Microsoft Advertising to
        drive Retail Media growth.
    --  Performance Media(4) Contribution ex-TAC was up 11% year-over-year at
        constant currency.
    --  Criteo's activated media spend(5) was $4.3 billion in the last 12 months
        and $1.0 billion in Q2 2024, growing 7% year-over-year at constant
        currency(2).
    --  We deployed $102 million of capital for share repurchases in the first
        half of 2024.
    --  Ernst Teunissen was appointed to the Company's Board of Directors 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 Q2 2024 was $471 million, gross profit was $233 million and Contribution ex-TAC was $267 million. Net income for Q2 was $28 million, or $0.46 per share on a diluted basis. Adjusted EBITDA for Q2 was $93 million, resulting in an adjusted diluted EPS of $1.08. As reported, revenue for Q2 increased by 1%, gross profit increased 17% and Contribution ex-TAC increased by 11%. At constant currency, revenue for Q2 increased by 3% and Contribution ex-TAC increased by 14%. Cash flow from operating activities was $17 million in Q2 and Free Cash Flow was $(4) million in Q2. As of June 30, 2024, we had $239 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 another record quarter in Q2. We enter the second half of the year in a position of strength and confidence to deliver double-digit growth with continued margin expansion."

Second Quarter 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased by 1% year-over-year in Q2 2024, or 3% at constant currency, to $471 million (Q2 2023: $469 million). Gross profit increased by 17% year-over-year in Q2 2024 to $233 million (Q2 2023: $200 million). Gross profit as a percentage of revenue, or gross profit margin, was 49% (Q2 2023: 43%). Contribution ex-TAC in the second quarter increased 11% year-over-year, or increased 14% at constant currency, to $267 million (Q2 2023: $240 million).

    --  Retail Media revenue increased 23%, or 23% at constant currency,
        reflecting continued strength in Retail Media onsite. Retail Media
        Contribution ex-TAC increased 24%, or 24% at constant currency, driven
        by continued strength in Retail Media onsite, new client integrations
        and growing network effects of the platform.
    --  Performance Media revenue decreased (2)%, or increased 1% at constant
        currency, and Performance Media Contribution ex-TAC increased 8%, or 11%
        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 $28 million in Q2 2024 (Q2 2023: net loss of $(2) million). Net income allocated to shareholders of Criteo was $27 million, or $0.46 per share on a diluted basis (Q2 2023: net loss available to shareholders of $(3) million, or $(0.05) per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $64 million, or $1.08 per share on a diluted basis (Q2 2023: $30 million, or $0.53 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $93 million, representing an increase of 67% year-over-year (Q2 2023: $56 million). This primarily 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 35% (Q2 2023: 23%).

Operating expenses decreased by (1)% year-over-year to $196 million (Q2 2023: $199 million), mostly driven by cost efficiencies partially offset by planned growth investments. Non-GAAP operating expenses decreased by (6)% year-over-year to $149 million (Q2 2023: $157 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $17 million in Q2 2024 (Q2 2023: $1 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 $(4) million in Q2 2024 (Q2 2023: $(44) million). On a trailing 12-month basis, Free Cash Flow was $142 million.

Cash and cash equivalents, and marketable securities, were $239 million, a $(120) million decrease compared to December 31, 2023, after spending $102 million on share repurchases in the first half of 2024.

As of June 30, 2024, the Company had total financial liquidity of approximately $675 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 August 1, 2024.

Fiscal year 2024 guidance:

    --  We now expect Contribution ex-TAC to grow +10% to +12% at constant
        currency, compared to our previous guidance of high-single-digit growth
        at constant currency.
    --  We now expect an Adjusted EBITDA margin of approximately 32% of
        Contribution ex-TAC, compared to our previous guidance of approximately
        31% of Contribution ex-TAC.

Third quarter 2024 guidance:

    --  We expect Contribution ex-TAC between $264 million and $268 million, or
        year-over-year growth at constant-currency of +8% to +10%.
    --  We expect Adjusted EBITDA between $72 million and $76 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 0.922, a U.S. dollar-Japanese Yen rate of 155, a U.S. dollar-British pound rate of 0.787, a U.S. dollar-Korean Won rate of 1,363 and a U.S. dollar-Brazilian real rate of 5.15.

The guidance assumes that no additional acquisitions are completed during the third 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.

Retail Media Investor Update

Criteo also announced today that it will webcast its Retail Media investor presentation on November 18, 2024. The event will be an opportunity for the Company to provide an update on its Retail Media business and opportunities ahead.

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 September 30, 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, August 1, 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                        +1 800 836
                                    States:                            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)




                                                                                                                                                                                                                  June 30, 2024 December 31, 2023



     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                                                                                                                        $216,698           $336,341



     Trade receivables, net of allowances of $ 38.7 million and $ 43.3 million at June 30, 2024 and December 31, 2023, respectively                                                                                    632,749            775,589



     Income taxes                                                                                                                                                                                                       16,673              2,065



     Other taxes                                                                                                                                                                                                       132,465            109,306



     Other current assets                                                                                                                                                                                               49,021             48,291



     Restricted cash                                                                                                                                                                                                    75,000             75,000



     Marketable securities - current portion                                                                                                                                                                            16,480              5,970



     Total current assets                                                                                                                                                                                            1,139,086          1,352,562



     Property, plant and equipment, net                                                                                                                                                                                115,886            126,494



     Intangible assets, net                                                                                                                                                                                            172,744            180,888



     Goodwill                                                                                                                                                                                                          519,924            524,197



     Right of Use Asset - operating lease                                                                                                                                                                              103,507            112,487



     Marketable securities - non current portion                                                                                                                                                                         5,353             16,575



     Non-current financial assets                                                                                                                                                                                        5,441              5,294



     Other non-current assets                                                                                                                                                                                           59,699             60,742



     Deferred tax assets                                                                                                                                                                                                46,226             52,680



         Total non-current assets                                                                                                                                                                                    1,028,780          1,079,357



     Total assets                                                                                                                                                                                                   $2,167,866         $2,431,919





     
                Liabilities and shareholders' equity



     Current liabilities:



     Trade payables                                                                                                                                                                                                   $635,208           $838,522



     Contingencies - current portion                                                                                                                                                                                     1,373              1,467



     Income taxes                                                                                                                                                                                                        3,334             17,213



     Financial liabilities - current portion                                                                                                                                                                             7,020              3,389



     Lease liability - operating - current portion                                                                                                                                                                      27,736             35,398



     Other taxes                                                                                                                                                                                                        89,322             66,659



     Employee - related payables                                                                                                                                                                                        94,166            113,287



     Other current liabilities                                                                                                                                                                                          97,733            104,552



     Total current liabilities                                                                                                                                                                                         955,892          1,180,487



     Deferred tax liabilities                                                                                                                                                                                            3,061              1,083



     Defined benefit plans                                                                                                                                                                                               4,231              4,123



     Financial liabilities - non current portion                                                                                                                                                                           306                 77



     Lease liability - operating - non current portion                                                                                                                                                                  78,801             83,051



     Contingencies - non current portion                                                                                                                                                                                32,625             32,625



     Other non-current liabilities                                                                                                                                                                                      19,760             19,082



         Total non-current liabilities                                                                                                                                                                                 138,784            140,041



     Total liabilities                                                                                                                                                                                               1,094,676          1,320,528



     Commitments and contingencies



     Shareholders' equity:



     Common shares, EUR0.025 par value, 59,063,486 and 61,165,663 shares authorized, issued and outstanding at June 30, 2024  and December 31, 2023, respectively.                                                       1,967              2,023



     Treasury stock, 4,461,517 and 5,400,572 shares at cost as of June 30, 2024  and December 31, 2023 , respectively.                                                                                               (154,254)         (161,788)



     Additional paid-in capital                                                                                                                                                                                        761,681            769,240



     Accumulated other comprehensive income (loss)                                                                                                                                                                   (103,848)          (85,326)



     Retained earnings                                                                                                                                                                                                 537,241            555,456



     Equity - attributable to shareholders of Criteo S.A.                                                                                                                                                            1,042,787          1,079,605



     Non-controlling interests                                                                                                                                                                                          30,403             31,786



     Total equity                                                                                                                                                                                                    1,073,190          1,111,391



     Total equity and liabilities                                                                                                                                                                                   $2,167,866         $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                        Six Months Ended


                                                                                                                                                                  June 30,                         June 30,


                                                                                                                                                         2024       2023               2024         2023





     Revenue                                                                                                                                        $471,307   $468,934           $921,362     $913,950





     Cost of revenue



     Traffic acquisition cost                                                                                                                      (204,214) (228,717)         (400,381)   (453,115)



     Other cost of revenue                                                                                                                          (34,248)  (40,435)          (70,913)    (79,544)





     Gross profit                                                                                                                                    232,845    199,782            450,068      381,291





     Operating expenses:



     Research and development expenses                                                                                                              (59,639)  (67,775)         (126,497)   (131,365)



     Sales and operations expenses                                                                                                                  (95,069) (112,511)         (187,911)   (213,753)



     General and administrative expenses                                                                                                            (41,199)  (18,537)          (88,368)    (58,707)



     Total Operating expenses                                                                                                                      (195,907) (198,823)         (402,776)   (403,825)



     Income (loss) from operations                                                                                                                    36,938        959             47,292     (22,534)



     Financial and Other income                                                                                                                        (284)   (1,852)               897        4,975



     Income (loss) before taxes                                                                                                                       36,654      (893)            48,189     (17,559)



     Provision for income tax (expense) benefit                                                                                                      (8,595)   (1,078)          (11,564)       3,517



     Net income (loss)                                                                                                                               $28,059   $(1,971)           $36,625    $(14,042)





     Net income (loss) available to shareholders of Criteo S.A.                                                                                      $26,987   $(2,876)           $34,231    $(14,685)



     Net income (loss) available to non-controlling interests                                                                                         $1,072       $905             $2,394         $643





     Weighted average shares outstanding used in computing per share amounts:



     Basic                                                                                                                                        54,684,560 55,924,824         54,915,140   56,094,887



     Diluted                                                                                                                                      58,974,186 55,924,824         59,151,582   56,094,887





     Net income (loss) allocated to shareholders per share:



     Basic                                                                                                                                             $0.49    $(0.05)             $0.62      $(0.26)



     Diluted                                                                                                                                           $0.46    $(0.05)             $0.58      $(0.26)


                                                                                         
        
                CRITEO S.A.


                                                                            
              
          Consolidated Statement of Cash Flows


                                                                           
              
          (U.S. dollars in thousands, unaudited)




                                                                                                                                                    Three Months Ended                          Six Months Ended


                                                                                                                                                    June 30,                           June 30,


                                                                                                                                         2024       2023              2024         2023



     
                Net income (loss)                                                                                                  $28,059   $(1,971)          $36,625    $(14,042)



     Non-cash and non-operating items                                                                                                 22,413     16,939            82,574       48,886



               - Amortization and provisions                                                                                          21,089     10,111            46,324       37,422



               - Equity awards compensation expense (1)                                                                               20,686     27,173            47,978       52,341



               - Net (gain) or loss on disposal of non-current assets                                                                    574        (7)              574      (8,797)



               - Change in uncertain tax positions                                                                                       875      (407)            1,757        (467)



               - Net change in fair value of earn-out                                                                                   (50)       430             3,187          516



               - Change in deferred taxes                                                                                              4,915    (8,239)            8,089     (20,536)



               - Change in income taxes                                                                                             (26,165)  (13,478)         (28,420)    (13,615)



               - Other                                                                                                                   489      1,356             3,085        2,022



     
                Changes in working capital related to operating activities                                                        (33,285)  (13,640)         (87,995)       8,448



                - (Increase) / Decrease in trade receivables                                                                        (21,536)  (34,666)          136,520      129,454



                - Increase / (Decrease) in trade payables                                                                              8,711     16,454         (193,210)   (128,557)



                - (Increase) / Decrease in other current assets                                                                       12,836      6,942          (24,021)     (6,652)



                - Increase / (Decrease) in other current liabilities                                                                (31,206)   (2,069)          (4,472)      14,597



                - Change in operating lease liabilities and right of use assets                                                      (2,090)     (301)          (2,812)       (394)



     
                CASH FROM OPERATING ACTIVITIES                                                                                      17,187      1,328            31,204       43,292



     Acquisition of intangible assets, property, plant and equipment                                                                (23,675)  (24,312)         (36,968)    (61,507)



     Change in accounts payable related to intangible assets, property, plant and equipment                                            2,556   (21,207)            2,625     (17,231)



     Payment for business, net of cash acquired                                                                                                  (457)            (527)     (6,957)



     Proceeds from disposition of investment                                                                                                                                  9,625



     Change in other non-current financial assets                                                                                      (139)   (6,259)            (287)    (12,267)



     
                CASH USED FOR INVESTING ACTIVITIES                                                                                (21,258)  (52,235)         (35,157)    (88,337)



     Proceeds from exercise of stock options                                                                                             812        431             1,207        1,697



     Repurchase of treasury stocks                                                                                                  (40,352)  (23,836)        (102,495)    (74,866)



     Cash payment for contingent consideration                                                                                                                             (22,025)



     Change in other financing activities                                                                                              (378)     (495)            (810)       (923)



     
                CASH USED FOR FINANCING ACTIVITIES                                                                                (39,918)  (23,900)        (102,098)    (96,117)



     Effect of exchange rates changes on cash and cash equivalents                                                                   (6,175)   (7,673)         (13,507)     (8,855)



     
                Net decrease in cash and cash equivalents and restricted cash                                                     (50,164)  (82,480)        (119,558)   (150,017)



     Net cash and cash equivalents and restricted cash at beginning of period                                                        341,862    380,663           411,257      448,200



     
                Net cash and cash equivalents and restricted cash at end of period                                                $291,698   $298,183          $291,698     $298,183





     
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION



     Cash paid for taxes, net of refunds                                                                                           $(23,403) $(23,201)        $(24,571)   $(31,101)



     Cash paid for interest                                                                                                           $(326)     $(60)           $(653)      $(676)




     
     (1) Share-based compensation expense, net of capitalized stock-based compensation relating to internally developed software according to ASC 718 Compensation - stock compensation accounted for $20.3 million million and $26.7 million of equity awards compensation expense for the quarters ended June 30, 2024 and 2023, respectively, and $47.1 million and $51.4 million of equity awards compensation expense for the six months ended June 30, 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                        Six Months Ended


                                                                                                                                                                        June 30,                         June 30,


                                                                                                                                                             2024       2023               2024         2023





     
                CASH FROM OPERATING ACTIVITIES                                                                                                         $17,187     $1,328            $31,204      $43,292



     Acquisition of intangible assets, property, plant and equipment                                                                                    (23,675)  (24,312)          (36,968)    (61,507)



     Change in accounts payable related to intangible assets, property, plant and equipment                                                                2,556   (21,207)             2,625     (17,231)



     
                FREE CASH FLOW (1)                                                                                                                    $(3,932) $(44,191)          $(3,139)   $(35,446)




     
     (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                                           Six Months Ended


              
              
                June 30,                                                                           June 30,


                    
              
                2024       2023                               YoY Change               2024          2023                  YoY Change





     
                Gross Profit                     232,845                                  199,782                17 %      450,068                     381,291   18 %





     Other Cost of Revenue                          34,248                                   40,435              (15) %       70,913                      79,544 (11) %




                   Contribution ex-TAC (1)         $267,093                                 $240,217                11 %     $520,981                    $460,835   13 %




     
     (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                                                                Six Months Ended


                                                                 June 30,                                                                June 30,


                                         Segment         2024             2023                                 YoY          YoY     2024              2023                   YoY            YoY
                                                                                                        Change       Change                                         Change         Change
                                                                                                                         at                                                            at
                                                                                                                   Constant                                                      Constant
                                                                                                                   Currency                                                      Currency
                                                                                                                        (3)                                                           (3)



     
     Revenue


                            Retail Media              $54,777          $44,590                                23 %         23 % $105,649           $82,611                  28 %           28 %


                            Performance Media
                             (1)                      416,530          424,344                               (2) %          1 %  815,713           831,339                 (2) %          0.1 %


                                         Total        471,307          468,934                                 1 %          3 %  921,362           913,950                   1 %            3 %





     
     Contribution ex-TAC


                            Retail Media               53,866           43,518                                24 %         24 %  104,035            80,870                  29 %           28 %


                            Performance Media         213,227          196,699                                 8 %         11 %  416,946           379,965                  10 %           12 %


                                         Total (2)   $267,093         $240,217                                11 %         14 % $520,981          $460,835                  13 %           15 %




     
     (1) 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.



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



     
     (3) 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                                 Six Months Ended


                                                                                                                  June 30,                                  June 30,


                                                                                                 2024               2023                  YoY     2024        2023                           YoY

                                                                                                                                     Change                                           Change



     
                Net income (loss)                                                          $28,059           $(1,971)                  NM  $36,625   $(14,042)                        361 %



     Adjustments:



     Financial (Income) expense                                                                  284              1,956               (85) %    (897)    (4,650)                         81 %



     Provision for income taxes                                                                8,595              1,078                697 %   11,564     (3,517)                        429 %



     Equity awards compensation expense                                                       21,877             27,831               (21) %   49,169      53,896                         (9) %



     Pension service costs                                                                       172                177                (3) %      344         353                         (3) %



     Depreciation and amortization expense                                                    25,077             26,606                (6) %   49,995      51,926                         (4) %



     Acquisition-related costs                                                                                     362              (100) %               1,194                       (100) %



     Net loss contingency on regulatory matters                                                               (21,616)               100 %            (21,616)                        100 %



     Restructuring, integration and transformation costs                                       9,366             21,563               (57) %   17,309      31,165                        (44) %



     Total net adjustments                                                                    65,371             57,957                 13 %  127,484     108,751                          17 %



     
                Adjusted EBITDA (1)                                                        $93,430            $55,986                 67 % $164,109     $94,709                          73 %




     
     (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                                    Six Months Ended


                                                                                                                                 June 30,                                    June 30,


                                                                                                                 2024                 2023                YoY         2024          2023                       YoY
                                                                                                                                                     Change                                             Change



     Research and Development expenses                                                                     $(59,639)           $(67,775)            (12) %   $(126,497)   $(131,365)                    (4) %


                                           
              
                Equity awards compensation expense           9,059               16,339             (45) %       23,653        32,675                    (28) %


                                        
              
                Depreciation and Amortization expense          12,275                8,518               44 %       24,603        18,844                      31 %


                                                        
              
                Pension service costs              90                   94              (4) %          181           186                     (3) %


                                                    
              
                Acquisition-related costs                                  99            (100) %                       503                   (100) %


                          
              
                Restructuring, integration and transformation costs           2,237                4,467             (50) %        2,708         5,341                    (49) %



     Non GAAP - Research and Development expenses                                                           (35,978)            (38,258)             (6) %     (75,352)     (73,816)                      2 %



     Sales and Operations expenses                                                                          (95,069)           (112,511)            (16) %    (187,911)    (213,753)                   (12) %


                                           
              
                Equity awards compensation expense           5,334                5,687              (6) %       11,061        10,427                       6 %


                                        
              
                Depreciation and Amortization expense           3,137                4,059             (23) %        6,370         6,875                     (7) %


                                                        
              
                Pension service costs              26                   27              (4) %           52            55                     (5) %


                          
              
                Restructuring, integration and transformation costs           4,144               12,667             (67) %        4,638        17,401                    (73) %



     Non GAAP - Sales and Operations expenses                                                               (82,428)            (90,071)             (8) %    (165,790)    (178,995)                    (7) %



     General and Administrative expenses                                                                    (41,199)            (18,537)             122 %     (88,368)     (58,707)                     51 %


                                           
              
                Equity awards compensation expense           7,483                5,805               29 %       14,454        10,794                      34 %


                                        
              
                Depreciation and Amortization expense             435                  566             (23) %          888         1,086                    (18) %


                                                        
              
                Pension service costs              56                   56                - %         111           112                     (1) %


                                                    
              
                Acquisition-related costs                                 263            (100) %                       691                   (100) %


                          
              
                Restructuring, integration and transformation costs           2,984                4,429             (33) %        9,962         8,423                      18 %


                                   
              
                Net loss contingency on regulatory matters                            (21,616)             100 %                  (21,616)                    100 %



     Non GAAP - General and Administrative expenses                                                         (30,241)            (29,034)               4 %     (62,953)     (59,217)                      6 %



     Total Operating expenses                                                                              (195,907)           (198,823)             (1) %    (402,776)    (403,825)                      - %


                                           
              
                Equity awards compensation expense          21,877               27,831             (21) %       49,169        53,896                     (9) %


                                        
              
                Depreciation and Amortization expense          15,847               13,143               21 %       31,861        26,805                      19 %


                                                        
              
                Pension service costs             172                  177              (3) %          344           353                     (3) %


                                                    
              
                Acquisition-related costs                                 362            (100) %                     1,194                   (100) %


                          
              
                Restructuring, integration and transformation costs           9,365               21,563             (57) %       17,308        31,165                    (44) %


                                   
              
                Net loss contingency on regulatory matters                            (21,616)             100 %                  (21,616)                    100 %



     Total Non GAAP Operating expenses (1)                                                                 (148,646)          $(157,363)             (6) %    (304,094)    (312,028)                    (3) %




     
     (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                               Six Months Ended


                                                                                                                        June 30,                               June 30,


                                                                                                         2024                 2023              YoY       2024         2023                      YoY
                                                                                                                                           Change                                         Change





     
                Net income (loss)                                                                  $28,059             $(1,971)              NM    $36,625    $(14,042)                   361 %



     Adjustments:



     Equity awards compensation expense                                                               21,877               27,831           (21) %     49,169       53,896                    (9) %



     Amortization of acquisition-related intangible assets                                             8,613                8,812            (2) %     17,292       17,345                      - %



     Acquisition-related costs                                                                                               362          (100) %                  1,194                  (100) %



     Net loss contingency on regulatory matters                                                                         (21,616)           100 %               (21,616)                   100 %



     Restructuring, integration and transformation costs                                               9,366               21,563           (57) %     17,309       31,165                   (44) %



     Tax impact of the above adjustments (1)                                                         (4,198)             (5,333)            21 %    (9,186)    (10,282)                    11 %



     Total net adjustments                                                                            35,658               31,619             13 %     74,584       71,702                      4 %



     
                Adjusted net income(2)                                                             $63,717              $29,648            115 %   $111,209      $57,660                     93 %





     Weighted average shares outstanding



      - Basic                                                                                     54,684,560           55,924,824                  54,915,140   56,094,887



      - Diluted                                                                                   58,974,186           55,924,824                  59,151,582   56,094,887





     Adjusted net income per share



      - Basic                                                                                          $1.17                $0.53            121 %      $2.03        $1.03                     97 %



      - Diluted                                                                                        $1.08                $0.53            104 %      $1.88        $1.03                     83 %




     
     (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                             Six Months Ended


                                                                                             June 30,                             June 30,


                                                                              2024                  2023             YoY     2024              2023                 YoY

                                                                                                                Change                                       Change





     Gross Profit as reported                                            $232,845              $199,782            17 % $450,068          $381,291                18 %





     Other cost of revenue as reported                                     34,248                40,435          (15) %   70,913            79,544              (11) %





     Contribution ex-TAC as reported(2)                                   267,093               240,217            11 %  520,981           460,835                13 %



     Conversion impact U.S. dollar/other currencies                         5,602                                         9,324



     Contribution ex-TAC at constant currency                             272,695               240,217            14 %  530,305           460,835                15 %





     Traffic acquisition costs as reported                                204,214               228,717          (11) %  400,381           453,115              (12) %



     Conversion impact U.S. dollar/other currencies                         4,580                                         7,089



     Traffic acquisition costs at constant currency                       208,794               228,717           (9) %  407,470           453,115              (10) %





     Revenue as reported                                                  471,307               468,934             1 %  921,362           913,950                 1 %



     Conversion impact U.S. dollar/other currencies                        10,181                                        16,412



     Revenue at constant currency                                        $481,488              $468,934             3 % $937,774          $913,950                 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)






                                                                                                                              Six 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                                                (849,951) (1,168,737)



     Basic number of shares - Basic EPS basis                                                                 54,915,140   56,094,887



     Dilutive effect of share options, warrants, employee warrants - Treasury method                           4,236,442



     Diluted number of shares - Diluted EPS basis                                                             59,151,582   56,094,887





     Shares issued as at June 30, before Treasury stocks                                                      59,063,486   63,337,453



     Treasury stocks as of June 30,                                                                          (4,461,517) (7,412,578)



     Shares outstanding as of June 30, after Treasury stocks                                                  54,601,969   55,924,875



     Total dilutive effect of share options, warrants, employee warrants                                       7,618,460    9,340,335



     Fully diluted shares as at June 30,                                                                      62,220,429   65,265,210


                                                                                           
              
                CRITEO S.A.


                                                                              
      
              Supplemental Financial Information and Operating Metrics


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




                                                                       YoY            QoQ                             Q2                           Q1         Q4          Q3           Q2            Q1             Q4              Q3               Q2

                                                                     Change         Change                          2024                          2024        2023         2023          2023           2023            2022             2022              2022





     
                Clients                                             (5) %            - %                      17,744                        17,767      18,197       18,423        18,646         18,679          18,990           19,008            18,911





     
                Revenue                                               1 %            5 %                      471,307                       450,055     566,302      469,193       468,934        445,016         564,425          446,921           495,090



     Americas                                                           2 %            7 %                      212,374                       198,365     280,597      219,667       208,463        188,288         281,806          201,274           213,340



     EMEA                                                               3 %            3 %                      168,496                       162,842     189,291      158,756       163,969        160,214         185,125          150,915           176,867



     APAC                                                             (6) %            2 %                       90,437                        88,848      96,414       90,770        96,502         96,514          97,494           94,732           104,883





     
                Revenue                                               1 %            5 %                      471,307                       450,055     566,302      469,193       468,934        445,016         564,425          446,921           495,090



     Retail Media                                                      23 %            8 %                       54,777                        50,872      76,583       49,813        44,590         38,021          59,801           41,170            54,667



     Performance Media                                                (2) %            4 %                      416,530                       399,183     489,719      419,380       424,344        406,995         504,624          405,751           440,423





     
                TAC                                                (11) %            4 %                    (204,214)                    (196,167)  (249,926)   (223,798)    (228,717)     (224,398)      (281,021)       (233,543)        (280,565)



     Retail Media                                                    (15) %           30 %                        (911)                        (703)    (2,429)     (1,377)      (1,072)         (669)        (2,719)         (4,277)         (18,111)



     Performance Media                                               (11) %            4 %                    (203,303)                    (195,464)  (247,497)   (222,421)    (227,645)     (223,729)      (278,302)       (229,266)        (262,454)





     
                Contribution ex-TAC (1)                              11 %            5 %                      267,093                       253,888     316,376      245,395       240,217        220,618         283,404          213,378           214,525



     Retail Media                                                      24 %            7 %                       53,866                        50,169      74,154       48,436        43,518         37,352          57,082           36,893            36,556



     Performance Media                                                  8 %            5 %                      213,227                       203,719     242,222      196,959       196,699        183,266         226,322          176,485           177,969





     
                Cash flow from operating activities                 NM              23 %                       17,187                        14,017     161,340       19,614         1,328         41,964         125,455           41,628            13,972





     
                Capital expenditures                               (54) %           60 %                       21,119                        13,224      19,724       15,849        45,519         33,219          14,522           20,307            15,452





     
                Net cash position                                   (2) %         (15) %                      291,698                       341,862     411,257      269,857       298,183        380,663         448,200          407,323           562,546





     
                Headcount                                         (0.5) %          (2) %                        3,498                         3,559       3,563        3,487         3,514          3,636           3,716            3,537             3,146





     
                Days Sales Outstanding (days - end of month) (2) (5) days       (2) days                           64                            66          58           61            69             74              71               78                76




     
     (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-second-quarter-2024-results-302211275.html

SOURCE Criteo S.A.