CRITEO REPORTS RECORD THIRD QUARTER 2024 RESULTS

Expects to Return a Record $180 Million of Capital to Shareholders in 2024
Hosting Retail Media Investor Update on November 18, 2024

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

Third Quarter 2024 Financial Highlights:

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


                                                 Three Months Ended                               Nine Months Ended


                                                   September 30,                                    September 30,


                                      2024  2023                             YoY       2024             2023                       YoY
                                                               Change                                               Change


                                               
            
              (in millions, except EPS data)



     
              GAAP Results



     Revenue                         $459  $469                           (2) %     $1,380           $1,383                       - %



     Gross Profit                    $232  $205                            13 %       $682             $586                      16 %



     Net Income (loss)                 $6    $7                           (7) %        $43             $(7)                    677 %



     Gross Profit margin             51 % 44 %                      7ppt            49 %            42 %                 7 ppt



     Diluted EPS                    $0.11 $0.12                           (8) %      $0.69          $(0.14)                    593 %



     Cash from operating activities   $58   $20                           193 %        $89              $63                      41 %



     Cash and cash equivalents       $209  $195                             7 %       $209             $195                       7 %





     
              Non-GAAP Results(1)



     Contribution ex-TAC             $266  $245                             8 %       $787             $706                      11 %



     Adjusted EBITDA                  $82   $68                            20 %       $246             $163                      51 %



     Adjusted diluted EPS           $0.96 $0.71                            35 %      $2.84            $1.66                      71 %



     Free Cash Flow (FCF)             $39    $4                           925 %        $35            $(32)                    212 %



     FCF / Adjusted EBITDA           47 %  6 %                      41ppt           14 %          (19) %                33 ppt

"We are pleased to report another strong quarter with robust growth and solid progress across our strategic initiatives," said Megan Clarken, Chief Executive Officer of Criteo. "Our momentum is a testament to our team's hard work and the trust our clients place in us. We remain focused on executing our plan to create the world's leading Commerce Media Platform and drive shareholder value."

Operating Highlights

    --  Retail Media Contribution ex-TAC grew 23% year-over-year at constant
        currency(2) and same-retailer Contribution ex-TAC(3) retention for
        Retail Media was 120%.
    --  We expanded our platform adoption to 3,100 brands and 225 retailers and
        marketplaces, including JCPenney, Office Depot & ODP Business Solutions,
        Metro AG, Flaschenpost and Rohlik.
    --  Kinective Media by United Airlines chose Criteo to help power and scale
        its offsite monetization.
    --  Performance Media(4) Contribution ex-TAC was up 5% year-over-year at
        constant currency.
    --  Criteo's activated media spend(5) was $4.3 billion in the last 12 months
        and $1.1 billion in Q3 2024, down (2)% year-over-year at constant
        currency(2).
    --  We deployed $157 million of capital for share repurchases in the first
        nine months of 2024, and we expect to return $180 million of capital to
        shareholders in 2024.
    --  Criteo was named a Leader in IDC MarketScape's 2024 worldwide retail
        media network service providers vendor assessment.




     
     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 Q3 2024 was $459 million, gross profit was $232 million and Contribution ex-TAC was $266 million. Net income for Q3 was $6 million, or $0.11 per share on a diluted basis. Adjusted EBITDA for Q3 was $82 million, resulting in an adjusted diluted EPS of $0.96. As reported, revenue for Q3 decreased by (2)%, gross profit increased 13% and Contribution ex-TAC increased by 8%. At constant currency, revenue for Q3 decreased by (2)% and Contribution ex-TAC increased by 9%. Cash flow from operating activities was $58 million in Q3 and Free Cash Flow was $39 million in Q3. As of September 30, 2024, we had $237 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We delivered strong operating leverage enabled by top-line growth and disciplined cost management in Q3. We enter the holiday season with confidence to deliver double-digit growth and margin expansion for the year while continuing to invest in our transformation."

Third Quarter 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased by (2)% year-over-year in Q3 2024, or (2)% at constant currency, to $459 million (Q3 2023: $469 million). Gross profit increased by 13% year-over-year in Q3 2024 to $232 million (Q3 2023: $205 million). Gross profit as a percentage of revenue, or gross profit margin, was 51% (Q3 2023: 44%). Contribution ex-TAC in the third quarter increased 8% year-over-year, or increased 9% at constant currency, to $266 million (Q3 2023: $245 million).

    --  Retail Media revenue increased 22%, or 22% at constant currency,
        reflecting continued strength in Retail Media onsite. Retail Media
        Contribution ex-TAC increased 23%, or 23% 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 (5)%, or (5)% at constant currency,
        and Performance Media Contribution ex-TAC increased 5%, or 5% at
        constant currency, driven by the continued traction of Commerce
        Audiences as more clients adopt full funnel activation and resilient
        Retargeting, partially offset by lower AdTech services and supply.

Net Income (Loss) and Adjusted Net Income

Net income was $6 million in Q3 2024 (Q3 2023: net income of $7 million). Net income allocated to shareholders of Criteo was $6 million, or $0.11 per share on a diluted basis (Q3 2023: net income available to shareholders of $7 million, or $0.12 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $56 million, or $0.96 per share on a diluted basis (Q3 2023: $43 million, or $0.71 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $82 million, representing an increase of 20% year-over-year (Q3 2023: $68 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 31% (Q3 2023: 28%).

Operating expenses increased by 15% year-over-year to $222 million (Q3 2023: $194 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased by 7% year-over-year to $158 million (Q3 2023: $148 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $58 million in Q3 2024 (Q3 2023: $20 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 $39 million in Q3 2024 (Q3 2023: $4 million). On a trailing 12-month basis, Free Cash Flow was $177 million.

Cash and cash equivalents, and marketable securities, were $237 million, a $(122) million decrease compared to December 31, 2023, after spending $157 million on share repurchases in the nine months ended September 30, 2024.

As of September 30, 2024, the Company had total financial liquidity of approximately $711 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 October 30, 2024.

Fiscal year 2024 guidance:

    --  We now expect Contribution ex-TAC to grow +10% to 11% at constant
        currency.
    --  We now expect an Adjusted EBITDA margin of approximately 32% to 33% of
        Contribution ex-TAC.

Fourth quarter 2024 guidance:

    --  We expect Contribution ex-TAC between $327 million and $333 million, or
        year-over-year growth at constant-currency of +3% to +5%.
    --  We expect Adjusted EBITDA between $114 million and $120 million.

The guidance for the fourth 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 151, a U.S. dollar-British pound rate of 0.778, a U.S. dollar-Korean Won rate of 1,353 and a U.S. dollar-Brazilian real rate of 5.34.

The guidance assumes that no additional acquisitions are completed during the fourth quarter of 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 will webcast its Retail Media investor presentation on November 18, 2024, starting at 8:30 AM ET, 2:30 PM CET. The event will be an opportunity for the Company to provide an update on its Retail Media business and opportunities ahead. It will be accessible via live webcast or on-demand via our Investor site post-event.

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 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 fluctuating 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, October 30, 2024, at 8:00 AM ET, 1:00 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)




                                                                                                                                          September 30, 2024 December 31, 2023



              
                Assets



              Current assets:



              Cash and cash equivalents                                                                                                            $208,740           $336,341



              Trade receivables, net of allowances of $ 35.1 million and $ 43.3 million at                                                          646,283            775,589
    September 30, 2024 and December 31, 2023, respectively



              Income taxes                                                                                                                            9,785              2,065



              Other taxes                                                                                                                           132,370            109,306



              Other current assets                                                                                                                   44,879             48,291



              Restricted cash                                                                                                                        75,250             75,000



              Marketable securities - current portion                                                                                                23,010              5,970



              Total current assets                                                                                                                1,140,317          1,352,562



              Property, plant and equipment, net                                                                                                    116,866            126,494



              Intangible assets, net                                                                                                                170,359            180,888



              Goodwill                                                                                                                              526,569            524,197



              Right of Use Asset - operating lease                                                                                                  110,350            112,487



              Marketable securities - non current portion                                                                                             5,598             16,575



              Non-current financial assets                                                                                                            4,957              5,294



              Other non-current assets                                                                                                               62,216             60,742



              Deferred tax assets                                                                                                                    71,128             52,680



                  Total non-current assets                                                                                                        1,068,043          1,079,357



              Total assets                                                                                                                       $2,208,360         $2,431,919





              
                Liabilities and shareholders' equity



              Current liabilities:



              Trade payables                                                                                                                       $629,997           $838,522



              Contingencies - current portion                                                                                                         1,604              1,467



              Income taxes                                                                                                                           15,490             17,213



              Financial liabilities - current portion                                                                                                 4,753              3,389



              Lease liability - operating - current portion                                                                                          26,159             35,398



              Other taxes                                                                                                                            83,401             66,659



              Employee - related payables                                                                                                           104,095            113,287



              Other current liabilities                                                                                                             109,118            104,552



              Total current liabilities                                                                                                             974,617          1,180,487



              Deferred tax liabilities                                                                                                                3,182              1,083



              Defined benefit plans                                                                                                                   4,938              4,123



              Financial liabilities - non current portion                                                                                               320                 77



              Lease liability - operating - non current portion                                                                                      87,321             83,051



              Contingencies - non current portion                                                                                                    31,939             32,625



              Other non-current liabilities                                                                                                          20,536             19,082



                  Total non-current liabilities                                                                                                     148,236            140,041



              Total liabilities                                                                                                                   1,122,853          1,320,528



              Commitments and contingencies



              Shareholders' equity:



              Common shares, EUR0.025 par value, 59,180,216 and 61,165,663 shares                                                                     1,970              2,023
    authorized, issued and outstanding at September 30, 2024  and December 31,
    2023, respectively.



              Treasury stock, 4,399,179 and 5,400,572 shares at cost as of September 30,                                                          (152,997)         (161,788)
    2024  and December 31, 2023 , respectively.



              Additional paid-in capital                                                                                                            728,707            769,240



              Accumulated other comprehensive income (loss)                                                                                        (83,345)          (85,326)



              Retained earnings                                                                                                                     557,072            555,456



              Equity - attributable to shareholders of Criteo S.A.                                                                                1,051,407          1,079,605



              Non-controlling interests                                                                                                              34,100             31,786



              Total equity                                                                                                                        1,085,507          1,111,391



              Total equity and liabilities                                                                                                       $2,208,360         $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                         Nine Months Ended


                                                                                                                                                September 30,                         September 30,


                                                                                                                                       2024       2023               2024         2023





              Revenue                                                                                                             $458,892   $469,193         $1,380,254   $1,383,143





              Cost of revenue



              Traffic acquisition cost                                                                                           (192,789) (223,798)         (593,170)   (676,913)



              Other cost of revenue                                                                                               (34,171)  (40,268)         (105,084)   (119,812)





              Gross profit                                                                                                         231,932    205,127            682,000      586,418





              Operating expenses:



              Research and development expenses                                                                                   (85,285)  (62,522)         (211,782)   (193,887)



              Sales and operations expenses                                                                                       (90,823)  (94,572)         (278,734)   (308,325)



              General and administrative expenses                                                                                 (46,222)  (36,599)         (134,590)    (95,306)



              Total Operating expenses                                                                                           (222,330) (193,693)         (625,106)   (597,518)



              Income (loss) from operations                                                                                          9,602     11,434             56,894     (11,100)



              Financial and Other income                                                                                               (8)   (2,967)               889        2,008



              Income (loss) before taxes                                                                                             9,594      8,467             57,783      (9,092)



              Provision for income tax (expense) benefit                                                                           (3,450)   (1,832)          (15,014)       1,685



              Net income (loss)                                                                                                     $6,144     $6,635            $42,769     $(7,407)





              Net income (loss) available to shareholders of Criteo S.A.                                                            $6,245     $6,927            $40,476     $(7,758)



              Net income (loss) available to non-controlling interests                                                              $(101)    $(292)            $2,293         $351





              Weighted average shares outstanding used in computing per
    share amounts:



              Basic                                                                                                             54,695,112 56,297,666         54,840,650   56,173,218



              Diluted                                                                                                           58,430,133 60,172,953         58,909,952   56,173,218





              Net income (loss) allocated to shareholders per share:



              Basic                                                                                                                  $0.11      $0.12              $0.74      $(0.14)



              Diluted                                                                                                                $0.11      $0.12              $0.69      $(0.14)


                                                                               
              
                CRITEO S.A.

                                                                  
              
                Consolidated Statement of Cash Flows

                                                                 
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                                Three Months Ended                       Nine Months Ended


                                                                                                                                                September 30,                       September 30,


                                                                                                                                     2024       2023              2024         2023



              
                Net income (loss)                                                                                      $6,144     $6,635           $42,769     $(7,407)



              Non-cash and non-operating items                                                                                    53,439    (6,180)          136,013       42,706



                        - Amortization and provisions                                                                             20,810     18,866            67,134       56,288



                         - Payment for contingent liability on regulatory matters                                                         (43,334)                     (43,334)



                        - Equity awards compensation expense                                                                      34,215     24,012            82,193       76,353



                        - Net (gain) or loss on disposal of non-current assets                                                       350      (106)              924      (8,903)



                        - Change in uncertain tax positions                                                                            7        153             1,764        (314)



                        - Net change in fair value of earn-out                                                                        15        983             3,202        1,499



                        - Change in deferred taxes                                                                              (24,459)   (4,206)         (16,370)    (24,742)



                        - Change in income taxes                                                                                  19,099    (4,392)          (9,321)    (18,007)



                        - Other                                                                                                    3,402      1,844             6,487        3,866



              
                Changes in working capital related to operating activities                                            (2,080)    19,159          (90,075)      27,607



                         - (Increase) / Decrease in trade receivables                                                              2,075   (50,564)          138,595       78,890



                         - Increase / (Decrease) in trade payables                                                              (17,653)    57,367         (210,863)    (71,190)



                         - (Increase) / Decrease in other current assets                                                           7,591      8,620          (16,430)       1,968



                         - Increase / (Decrease) in other current liabilities                                                      5,924      3,329             1,452       17,926



                         - Change in operating lease liabilities and right of use assets                                            (17)       407           (2,829)          13



              
                CASH FROM OPERATING ACTIVITIES                                                                         57,503     19,614            88,707       62,906



              Acquisition of intangible assets, property, plant and equipment                                                   (19,396)  (16,331)         (56,364)    (77,838)



              Change in accounts payable related to intangible assets, property,                                                     497        482             3,122     (16,749)
    plant and equipment



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



              Proceeds from disposition of investment                                                                                                                     9,625



              Change in other non-current financial assets                                                                       (4,910)      (13)          (5,197)    (12,280)



              
                CASH USED FOR INVESTING ACTIVITIES                                                                   (23,809)  (15,862)         (58,966)   (104,199)



              Proceeds from exercise of stock options                                                                              3,226        251             4,433        1,948



              Repurchase of treasury stocks                                                                                     (54,997)  (28,488)        (157,492)   (103,354)



              Cash payment for contingent consideration                                                                                                                (22,025)



              Change in other financing activities                                                                                 (486)     (504)          (1,296)     (1,427)



              
                CASH USED FOR FINANCING ACTIVITIES                                                                   (52,257)  (28,741)        (154,355)   (124,858)



              Effect of exchange rates changes on cash and cash equivalents                                                       10,855    (3,337)          (2,737)    (12,192)



              
                Net decrease in cash and cash equivalents and restricted cash                                         (7,708)  (28,326)        (127,351)   (178,343)



              Net cash and cash equivalents and restricted cash at beginning of                                                  291,698    298,183           411,341      448,200
    period



              
                Net cash and cash equivalents and restricted cash at end of                                          $283,990   $269,857          $283,990     $269,857
    period





              
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION



              Cash paid for taxes, net of refunds                                                                              $(11,528) $(10,276)        $(36,099)   $(41,377)



              Cash paid for interest                                                                                              $(379)    $(439)         $(1,032)    $(1,055)


                                                                                      
              
                CRITEO S.A.

                                                           
              
                Reconciliation of Cash from Operating Activities to Free Cash Flow

                                                                         
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                                                    Three Months Ended                      Nine Months Ended


                                                                                                                                                                    September 30,                      September 30,


                                                                                                                                                          2024      2023              2024        2023





             
                CASH FROM OPERATING ACTIVITIES                                                                                              $57,503   $19,614           $88,707     $62,906



             Acquisition of intangible assets, property, plant and equipment                                                                         (19,396) (16,331)         (56,364)   (77,838)



             Change in accounts payable related to intangible assets, property, plant and                                                                 497       482             3,122    (16,749)
    equipment



             
                FREE CASH FLOW (1)                                                                                                          $38,604    $3,765           $35,465   $(31,681)


     
     (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                                            Nine Months Ended


           
              
                September 30,                                                                         September 30,


                    
              
                2024       2023                               YoY Change               2024          2023                    YoY Change





     
                Gross Profit                     231,932                                  205,127                13 %      682,000                       586,418   16 %





     Other Cost of Revenue                          34,171                                   40,268              (15) %      105,084                       119,812 (12) %




                   Contribution ex-TAC (1)         $266,103                                 $245,395                 8 %     $787,084                      $706,230   11 %


     
     (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                                                            Nine Months Ended


                                                                 September 30,                                                            September 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              $60,765          $49,813                                22 %         22 %  $166,414   $132,424                     26 %           26 %


                            Performance Media
                             (1)                      398,127          419,380                               (5) %        (5) % 1,213,840  1,250,719                    (3) %        (1.5) %


                                         Total        458,892          469,193                               (2) %        (2) % 1,380,254  1,383,143                      - %           1 %





     
     Contribution ex-TAC


                            Retail Media               59,583           48,436                                23 %         23 %   163,618    129,306                     27 %           26 %


                            Performance Media         206,520          196,959                                 5 %          5 %   623,466    576,924                      8 %           10 %


                                         Total (2)   $266,103         $245,395                                 8 %          9 %  $787,084   $706,230                     11 %           13 %


     
     (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                                 Nine Months Ended


                                                                                                                  September 30,                                 September 30,


                                                                                                 2024                2023                 YoY     2024        2023                            YoY

                                                                                                                                     Change                                            Change



     
                Net income (loss)                                                           $6,144              $6,635               (7) %  $42,769    $(7,407)                         677 %



     Adjustments:



     Financial (Income) expense                                                                    8               2,958             (100) %    (889)    (1,692)                          47 %



     Provision for income taxes                                                                3,450               1,832                88 %   15,014     (1,685)                         991 %



     Equity awards compensation expense                                                       34,863              24,323                43 %   84,032      78,219                            7 %



     Pension service costs                                                                       174                 179               (3) %      518         532                          (3) %



     Depreciation and amortization expense                                                    25,684              24,648                 4 %   75,679      76,574                          (1) %



     Acquisition-related costs                                                                 1,961                  86                  NM    1,961       1,281                           53 %



     Net loss contingency on regulatory matters                                                                    (51)              100 %            (21,667)                         100 %



     Restructuring, integration and transformation costs                                       9,717               7,833                24 %   27,026      38,998                         (31) %



     Total net adjustments                                                                    75,857              61,808                23 %  203,341     170,560                           19 %



     
                Adjusted EBITDA (1)                                                        $82,001             $68,443                20 % $246,110    $163,153                           51 %


     
     (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                                    Nine Months Ended


                                                                                                                                 September 30,                                    September 30,


                                                                                                                 2024                 2023                YoY         2024          2023                        YoY
                                                                                                                                                     Change                                              Change



     Research and Development expenses                                                                     $(85,285)           $(62,522)              36 %   $(211,782)   $(193,887)                       9 %


                                           
              
                Equity awards compensation expense          21,261               11,938               78 %       44,915        44,613                        1 %


                                        
              
                Depreciation and Amortization expense          13,593                9,383               45 %       38,196        28,227                       35 %


                                                        
              
                Pension service costs              92                   95              (3) %          273           281                      (3) %


                                                    
              
                Acquisition-related costs                                   4            (100) %                       507                    (100) %


                          
              
                Restructuring, integration and transformation costs           5,455                3,482               57 %        8,164         8,823                      (7) %



     Non GAAP - Research and Development expenses                                                           (44,884)            (37,620)              19 %    (120,234)    (111,436)                       8 %



     Sales and Operations expenses                                                                          (90,823)            (94,572)             (4) %    (278,734)    (308,325)                    (10) %


                                           
              
                Equity awards compensation expense           5,032                6,387             (21) %       16,093        16,814                      (4) %


                                        
              
                Depreciation and Amortization expense           3,279                3,252                1 %        9,649        10,127                      (5) %


                                                        
              
                Pension service costs              26                   28              (7) %           78            83                      (6) %


                          
              
                Restructuring, integration and transformation costs             855                (391)             319 %        5,493        17,010                     (68) %



     Non GAAP - Sales and Operations expenses                                                               (81,631)            (85,296)             (4) %    (247,421)    (264,291)                     (6) %



     General and Administrative expenses                                                                    (46,222)            (36,599)              26 %    (134,590)     (95,306)                      41 %


                                           
              
                Equity awards compensation expense           8,570                5,998               43 %       23,024        16,792                       37 %


                                        
              
                Depreciation and Amortization expense             437                  564             (23) %        1,325         1,650                     (20) %


                                                        
              
                Pension service costs              56                   56                - %         167           168                      (1) %


                                                    
              
                Acquisition-related costs           1,961                   82                 NM        1,961           774                      153 %


                          
              
                Restructuring, integration and transformation costs           3,407                4,742             (28) %       13,369        13,165                        2 %


                                   
              
                Net loss contingency on regulatory matters                                (51)             100 %                  (21,667)                     100 %



     Non GAAP - General and Administrative expenses                                                         (31,791)            (25,208)              26 %     (94,744)     (84,424)                      12 %



     Total Operating expenses                                                                              (222,330)           (193,693)              15 %    (625,106)    (597,518)                       5 %


                                           
              
                Equity awards compensation expense          34,863               24,323               43 %       84,032        78,219                        7 %


                                        
              
                Depreciation and Amortization expense          17,309               13,199               31 %       49,170        40,004                       23 %


                                                        
              
                Pension service costs             174                  179              (3) %          518           532                      (3) %


                                                    
              
                Acquisition-related costs           1,961                   86                 NM        1,961         1,281                       53 %


                          
              
                Restructuring, integration and transformation costs           9,717                7,833               24 %       27,026        38,998                     (31) %


                                   
              
                Net loss contingency on regulatory matters                                (51)             100 %                  (21,667)                     100 %



     Total Non GAAP Operating expenses (1)                                                                 (158,306)          $(148,124)               7 %    (462,399)    (460,151)                       - %


     
     (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                             Nine Months Ended


                                                                                                                       September 30,                             September 30,


                                                                                                       2024                 2023               YoY       2024        2023                      YoY
                                                                                                                                          Change                                        Change





     
                Net income (loss)                                                                 $6,144               $6,635             (7) %    $42,769    $(7,407)                   677 %



     Adjustments:



     Equity awards compensation expense                                                             34,863               24,323              43 %     84,032      78,219                      7 %



     Amortization of acquisition-related intangible assets                                           8,995                8,692               3 %     26,287      26,037                      1 %



     Acquisition-related costs                                                                       1,961                   86                NM      1,961       1,281                     53 %



     Net loss contingency on regulatory matters                                                                           (51)            100 %              (21,667)                   100 %



     Restructuring, integration and transformation costs                                             9,717                7,833              24 %     27,026      38,998                   (31) %



     Tax impact of the above adjustments (1)                                                       (5,862)             (4,785)           (23) %   (15,048)   (15,067)                     - %



     Total net adjustments                                                                          49,674               36,098              38 %    124,258     107,801                     15 %



     
                Adjusted net income(2)                                                           $55,818              $42,733              31 %   $167,027    $100,394                     66 %





     Weighted average shares outstanding


                                                                        
               - Basic      54,695,112           56,297,666                   54,840,650  56,173,218


                                                                      
               - Diluted      58,430,133           60,172,953                   58,909,952  60,394,517





     Adjusted net income per share


                                                                        
               - Basic           $1.02                $0.76              34 %      $3.05       $1.79                     70 %


                                                                      
               - Diluted           $0.96                $0.71              35 %      $2.84       $1.66                     71 %


     
     (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                          Nine Months Ended


                                                                                            September 30,                          September 30,


                                                                              2024                   2023           YoY       2024           2023                YoY

                                                                                                               Change                                     Change





     Gross Profit as reported                                            $231,932               $205,127          13 %   $682,000       $586,418               16 %





     Other cost of revenue as reported                                     34,171                 40,268        (15) %    105,084        119,812             (12) %





     Contribution ex-TAC as reported(2)                                   266,103                245,395           8 %    787,084        706,230               11 %



     Conversion impact U.S. dollar/other currencies                           534                                          9,858



     Contribution ex-TAC at constant currency                             266,637                245,395           9 %    796,942        706,230               13 %





     Traffic acquisition costs as reported                                192,789                223,798        (14) %    593,170        676,913             (12) %



     Conversion impact U.S. dollar/other currencies                         1,164                                          8,253



     Traffic acquisition costs at constant currency                       193,953                223,798        (13) %    601,423        676,913             (11) %





     Revenue as reported                                                  458,892                469,193         (2) %  1,380,254      1,383,143                - %



     Conversion impact U.S. dollar/other currencies                         1,698                                         18,110



     Revenue at constant currency                                        $460,590               $469,193         (2) % $1,398,364     $1,383,143                1 %


     
     (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)




                                                                                                                              Nine 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                                                (924,441) (1,090,406)



     Basic number of shares - Basic EPS basis                                                                 54,840,650   56,173,218



     Dilutive effect of share options, warrants, employee warrants - Treasury method                           4,069,302



     Diluted number of shares - Diluted EPS basis                                                             58,909,952   56,173,218





     Shares issued as at September 30, before Treasury stocks                                                 59,180,216   63,350,663



     Treasury stocks as of September 30,                                                                     (4,399,179) (7,094,574)



     Shares outstanding as of September 30, after Treasury stocks                                             54,781,037   56,256,089



     Total dilutive effect of share options, warrants, employee warrants                                       7,238,687    8,341,387



     Fully diluted shares as at September 30,                                                                 62,019,724   64,597,476


                                                                                
              
                CRITEO S.A.

                                                                   
      
               Supplemental Financial Information and Operating Metrics

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




                                                      YoY    QoQ               Q3                           Q2                           Q1          Q4           Q3            Q2             Q1              Q4               Q3

                                                    Change Change            2024                          2024                          2024         2023          2023           2023            2023             2022              2022





              
                Clients                  (7) %  (3) %          17,162                        17,744                        17,767       18,197        18,423         18,646          18,679           18,990            19,008





              
                Revenue                  (2) %  (3) %         458,892                       471,307                       450,055      566,302       469,193        468,934         445,016          564,425           446,921



              Americas                              (6) %  (3) %         206,816                       212,374                       198,365      280,597       219,667        208,463         188,288          281,806           201,274



              EMEA                                    2 %  (4) %         161,745                       168,496                       162,842      189,291       158,756        163,969         160,214          185,125           150,915



              APAC                                    - %   - %         90,331                        90,437                        88,848       96,414        90,770         96,502          96,514           97,494            94,732





              
                Revenue                  (2) %  (3) %         458,892                       471,307                       450,055      566,302       469,193        468,934         445,016          564,425           446,921



              Retail Media                           22 %   11 %          60,765                        54,777                        50,872       76,583        49,813         44,590          38,021           59,801            41,170



              Performance Media                     (5) %  (4) %         398,127                       416,530                       399,183      489,719       419,380        424,344         406,995          504,624           405,751





              
                TAC                     (14) %  (6) %       (192,789)                    (204,214)                    (196,167)   (249,926)    (223,798)     (228,717)      (224,398)       (281,021)        (233,543)



              Retail Media                         (14) %   30 %         (1,182)                        (911)                        (703)     (2,429)      (1,377)       (1,072)          (669)         (2,719)          (4,277)



              Performance Media                    (14) %  (6) %       (191,607)                    (203,303)                    (195,464)   (247,497)    (222,421)     (227,645)      (223,729)       (278,302)        (229,266)




                            Contribution ex-TAC (1)    8 %    - %        266,103                       267,093                       253,888      316,376       245,395        240,217         220,618          283,404           213,378



              Retail Media                           23 %   11 %          59,583                        53,866                        50,169       74,154        48,436         43,518          37,352           57,082            36,893



              Performance Media                       5 %  (3) %         206,520                       213,227                       203,719      242,222       196,959        196,699         183,266          226,322           176,485





              
                Cash flow from           193 %  235 %          57,503                        17,187                        14,017      161,340        19,614          1,328          41,964          125,455            41,628
    operating activities




                            Capital expenditures      19 % (11) %          18,899                        21,119                        13,224       19,724        15,849         45,519          33,219           14,522            20,307




                            Net cash position          5 %  (3) %         283,990                       291,698                       341,862      411,257       269,857        298,183         380,663          448,200           407,323





              
                Headcount                  - %   - %          3,504                         3,498                         3,559        3,563         3,487          3,514           3,636            3,716             3,537




                            Days Sales Outstanding  4 days 1 days              65                            64                            66           58            61             69              74               71                78
    (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-third-quarter-2024-results-302290801.html

SOURCE Criteo Corp