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      Criteo Reports Results for the Second Quarter 2020


      News provided by

      Criteo S.A.

      Jul 29, 2020, 07:00 ET

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      NEW YORK, July 29, 2020 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the global technology company powering the world's marketers with trusted and impactful advertising, today announced better than expected financial results for the second quarter ended June 30, 2020 in a still challenging global environment marked by the COVID-19 pandemic.

      • Revenue declined 17% year-over-year, or 16% at constant currency1, to $438 million, after an estimated $100 million net negative COVID-19 impact, or 19 points of year-over-year growth at constant currency.
      • Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC2, decreased 20% year-over-year, or 18% at constant currency, to $180 million ($178 million at guidance rates), representing 41% of revenue. The estimated net negative impact of COVID-19 on Revenue ex-TAC was approximately $41 million, or 19 points of year-over-year growth at constant currency.
      • Net income decreased 51% year-over-year to $6 million, representing 1% of revenue.
      • Adjusted EBITDA2 declined 30% at constant currency to $39 million, representing 22% of Revenue ex-TAC.
      • Diluted EPS decreased 44% to $0.09 and Adjusted diluted EPS2 decreased 43% to $0.27.
      • Cash flow from operating activities was $33 million.
      • Free Cash Flow2 was solid in the current economic context at $15 million.
      • Our cash position was $578 million as of June 30, 2020, up $159 million compared to Dec. 31, 2019.
      • The Company had financial liquidity in excess of $830 million as of June 30, 2020.

      "I'm pleased with our better-than-expected performance and strong additions to our leadership," said Megan Clarken, CEO. "The team is fully energized and focused on executing on our strategic plan."

      "Q2 was a solid quarter delivered in a still uncertain context," said Dave Anderson, Interim CFO. "We remain hyper-focused on managing responsibly our expense base while also investing for growth."

      Operating Highlights

      • New solutions, which include all solutions outside of retargeting, grew 67% year-over-year to 20% of total Revenue ex-TAC, doubling year-over-year and adding 7 points of Revenue ex-TAC contribution in Q2.
      • Todd Parsons will soon be joining Criteo from OpenX as the Company's new Chief Product Officer.
      • Retail Media's strong growth momentum accelerated to +84% year-over-year compared to +41% in Q1.
      • We hired Sherry Smith, the prior CEO of Triad Retail Media, as MD of Americas for Retail Media.
      • We enhanced our SPARROW proposal for cohort-based advertising to improve Google Chrome's TURTLEDOV initiative as part of our online identity resolution strategy.
      • Client count grew 3% year-over-year to close to 20,400, in line with Q1 2020.
      • Same-client revenue declined 13% year-over-year and same-client Revenue ex-TAC3 decreased 14% year-over-year at constant currency, including 21 points directly attributable to the COVID-19 disruption on both a revenue and Revenue ex-TAC basis.
      • Our direct header-bidding technology now connects to over 4,700 publishers across Web and App.

      ___________________________________________________

      1

      Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the 2019 average exchange rates for the relevant period to 2020 figures.

      2

      Revenue ex-TAC, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA at constant currency, Adjusted EBITDA margin, Adjusted diluted EPS, Free Cash Flow and growth at constant currency are not measures calculated in accordance with U.S. GAAP.

      3

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

      Revenue and Revenue ex-TAC

      Revenue declined 17% year-over-year, or 16% at constant currency, to $438 million (Q2 2019: $528 million), after an approximately $100 million net negative business impact from the COVID-19 disruption, or approximately 19 points of the year-over-over decline at constant currency. Revenue ex-TAC decreased 20% year-over-year, or 18% at constant currency, to $180 million (Q2 2019: $224 million), after an approximately $41 million net negative business impact from the COVID-19 disruption, or approximately 19 points of the year-over-over decline at constant currency. Growth in our midmarket business and increased adoption of new solutions were offset by the decline in our core business with large clients, primarily as a result of the COVID-19 pandemic disruption. Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 41% (Q2 2019: 42%).

      • In the Americas, Revenue declined 13% year-over-year, or 12% at constant currency, to $186 million and represented 42% of total Revenue. Revenue ex-TAC declined 17% year-over-year, or 15% at constant currency, to $70 million and represented 39% of total Revenue ex-TAC.
      • In EMEA, Revenue declined 18% year-over-year, or 16% at constant currency, to $160 million and represented 37% of total Revenue. Revenue ex-TAC declined 20% year-over-year, or 18% at constant currency, to $69 million and represented 39% of total Revenue ex-TAC.
      • In Asia-Pacific, Revenue declined 23% year-over-year, or $23 at constant currency, to $92 million and represented 21% of total Revenue. Revenue ex-TAC declined 24% year-over-year, or 24% at constant currency, to $40 million and represented 22% of total Revenue ex-TAC.

      Net Income and Adjusted Net Income

      Net income decreased 51% year-over-year to $6 million (Q2 2019: $13 million). Net income margin as a percentage of revenue was 1% (Q2 2019: 2%). Net income available to shareholders of Criteo S.A. decreased 47% year-over-year to $6 million, or $0.09 per share on a diluted basis (Q2 2019: $11 million, or $0.16 per share on a diluted basis).

      Adjusted Net Income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, decreased 46% year-over-year to $17 million, or $0.27 per share on a diluted basis (Q2 2019: $31 million, or $0.47 per share on a diluted basis).

      Adjusted EBITDA and Operating Expenses

      Adjusted EBITDA decreased 31% year-over-year, or 30% at constant currency, to $39 million (Q2 2019: $56 million), driven by the Revenue ex-TAC performance over the period, including the still meaningful impact of the COVID-19 pandemic, partly offset by proactive and disciplined expense management. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 22% (Q2 2019: 25%).

      Operating expenses decreased 22% or $39 million, to $136 million (Q2 2019: $175 million), mostly driven by lower headcount-related expense and disciplined expense management. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, decreased 20% or $29 million, to $120 million (Q2 2019: $149 million), mostly driven by lower headcount-related expense and disciplined expense management.

      Since the outbreak of COVID-19, the Company has been focused on managing its expense base in a swift, agile and disciplined way to maximize profitability and preserve cash generation for 2020 and beyond.

      Cash Flow,  Cash and Financial Liquidity Position

      Cash flow from operating activities decreased 37% year-over-year to $33 million (Q2 2019: $53 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 solid in the current circumstances at $15 million (Q2 2019: $20 million), representing 61% of Adjusted EBITDA in the first half 2020 (H1 2019: 51%), despite $4 million cash restructuring charges.

      Cash and cash equivalents increased $159 million compared to December 31, 2019 to $578 million, after spending $15 million on share repurchases in the quarter and preemptively drawing $157 million on the Company's €350 million Revolving Credit Facility (RCF).

      The Company has financial liquidity in excess of $830 million, including its RCF and cash position as of June 30, 2020. We believe that the Company's current financial liquidity, combined with expected cash-flow generation in 2020, puts it in a solid position to weather the COVID-19 crisis.

      Business Outlook

      The following forward-looking statements reflect Criteo's expectations as of July 29, 2020.

      Third quarter 2020 guidance:

      • We expect Revenue ex-TAC to be between $171 million and $173 million, implying constant-currency decline of approximately 20% to 21%.
      • Due to the expected and still meaningful impact of COVID-19 on our business in the third quarter, we expect Adjusted EBITDA to be between $31 million and $33 million.

      We withdrew our financial guidance for fiscal year 2020 on April 1, 2020. Given how uncertain the global situation still is around the consequences of the COVID-19 pandemic and the still multiple unknowns at this point, we believe the Company is still not in a position to reliably quantify the impact of COVID-19 on its financial results beyond the third quarter 2020.

      The above guidance for the third quarter ending September 30, 2020, assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.905, a U.S. dollar-Japanese Yen rate of 108, a U.S. dollar-British pound rate of 0.80, a U.S. dollar-Korean Won rate of 1220 and a U.S. dollar-Brazilian real rate of 5.24.

      The above guidance assumes no acquisitions are completed during the third quarter ending September 30, 2020.

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

      Non-GAAP Financial Measures

      This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, 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.

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

      Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.

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

      Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted 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 by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted 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 is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.

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

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

      Forward-Looking Statements Disclosure

      This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2020, 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 the scope and impact of the recent outbreak of COVID-19 on our employees, operations, revenue and cash flows, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, 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 Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2020, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, the COVID-19 pandemic is having a significant impact on Criteo's business, financial condition, cash flow and results of operations. There are significant uncertainties about the duration and the extent of the impact of the virus.

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

      Conference Call Information

      Criteo's earnings conference call will take place today, July 29, 2020, at 8:00 AM EDT, 2:00 PM CEST. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.

      • U.S. callers: +1 855 209 8212
      • International callers: +1 412 317 0788 or +33 1 76 74 05 02

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

      About Criteo

      Criteo (NASDAQ: CRTO) is the global technology company powering the world's marketers with trusted and impactful advertising. 2,700 Criteo team members partner with over 20,000 customers and thousands of publishers around the globe to deliver effective advertising across all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to better know and serve their customers. For more information, please visit www.criteo.com.

      Contacts

      Criteo Investor Relations
      Edouard Lassalle, VP, Head of Investor and Analyst Relations, [email protected]
      Friederike Edelmann, Director, Investor Relations, [email protected]

      Criteo Public Relations
      Jessica Meyers, Director, Public Relations, Americas, [email protected]

      Financial information to follow

      CRITEO S.A.
      Consolidated Statement of Financial Position
      (U.S. dollars in thousands, unaudited)




      December 31, 2019


      June 30, 2020

      Assets





      Current assets:





      Cash and cash equivalents


      $

      418,763



      $

      578,181


       Trade receivables, net of allowances of $16.1 million and $33.3 million at December 31, 2019 and June 30, 2020, respectively 


      481,732



      329,979


      Income taxes


      21,817



      19,932


      Other taxes


      60,924



      54,008


      Other current assets


      17,225



      17,306


      Total current assets


      1,000,461



      999,406


      Property, plant and equipment, net


      194,161



      195,736


      Intangible assets, net


      86,886



      78,185


      Goodwill


      317,100



      316,575


      Right of Use Asset - operating lease


      142,044



      137,808


      Marketable securities


      —



      22,396


      Non-current financial assets


      21,747



      19,809


      Deferred tax assets


      27,985



      34,487


          Total non-current assets


      789,923



      804,996


      Total assets


      $

      1,790,384



      $

      1,804,402







      Liabilities and shareholders' equity





      Current liabilities:





      Trade payables


      $

      390,277



      $

      280,626


      Contingencies


      6,385



      4,126


      Income taxes


      3,422



      2,440


      Financial liabilities - current portion


      3,636



      159,381


      Lease liability - operating - current portion


      45,853



      51,414


      Other taxes


      50,099



      44,085


      Employee - related payables


      74,781



      61,963


      Other current liabilities


      35,886



      38,982


      Total current liabilities


      610,339



      643,017


      Deferred tax liabilities


      9,272



      8,079


      Retirement benefit obligation


      8,485



      9,215


      Financial liabilities - non-current portion


      769



      44


      Lease liability - operating - non-current portion


      117,988



      105,794


      Other non-current liabilities


      5,543



      3,256


          Total non-current liabilities


      142,057



      126,388


      Total liabilities


      752,396



      769,405


      Commitments and contingencies





      Shareholders' equity:





      Common shares, €0.025 par value, 66,197,181 and 66,204,881 shares authorized, issued and outstanding at December 31, 2019 and June 30, 2020, respectively.


      2,158



      2,158


      Treasury stock, 3,903,673 and 5,589,408 shares at cost as of December 31, 2019 and June 30, 2020, respectively.


      (74,900)



      (90,714)


      Additional paid-in capital


      668,389



      683,288


      Accumulated other comprehensive loss


      (40,105)



      (44,297)


      Retained earnings


      451,725



      452,247


      Equity - attributable to shareholders of Criteo S.A.


      1,007,267



      1,002,682


      Non-controlling interests


      30,721



      32,315


      Total equity


      1,037,988



      1,034,997


      Total equity and liabilities


      $

      1,790,384



      $

      1,804,402


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




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Revenue


      $

      528,147



      $

      437,614



      (17)

      %


      $

      1,086,270



      $

      940,990



      (13)

      %














      Cost of revenue













      Traffic acquisition cost


      (304,229)



      (257,698)



      (15)

      %


      (626,658)



      (555,062)



      (11)

      %

      Other cost of revenue


      (29,059)



      (33,914)



      17

      %


      (55,104)



      (67,720)



      23

      %














      Gross profit


      194,859



      146,002



      (25)

      %


      404,508



      318,208



      (21)

      %














      Operating expenses:













      Research and development expenses


      (44,015)



      (31,247)



      (29)

      %


      (90,592)



      (68,762)



      (24)

      %

      Sales and operations expenses


      (95,503)



      (75,781)



      (21)

      %


      (191,412)



      (160,755)



      (16)

      %

      General and administrative expenses


      (35,767)



      (29,185)



      (18)

      %


      (69,537)



      (55,100)



      (21)

      %

      Total Operating expenses


      (175,285)



      (136,213)



      (22)

      %


      (351,541)



      (284,617)



      (19)

      %

      Income from operations


      19,574



      9,789



      (50)

      %


      52,967



      33,591



      (37)

      %

      Financial income (expense)


      (1,354)



      (1,003)



      (26)

      %


      (3,328)



      (1,337)



      (60)

      %

      Income before taxes


      18,220



      8,786



      (52)

      %


      49,639



      32,254



      (35)

      %

      Provision for income taxes


      (5,683)



      (2,636)



      (54)

      %


      (15,701)



      (9,676)



      (38)

      %

      Net Income


      $

      12,537



      $

      6,150



      (51)

      %


      $

      33,938



      $

      22,578



      (33)

      %














      Net income available to shareholders of Criteo S.A.


      $

      10,823



      $

      5,716



      (47)

      %


      $

      29,943



      $

      21,175



      (29)

      %

      Net income available to non-controlling interests


      $

      1,714



      $

      434



      (75)

      %


      $

      3,995



      $

      1,403



      (65)

      %














      Weighted average shares outstanding used in computing per share amounts:













      Basic


      64,581,476



      61,415,467





      64,459,867



      61,553,875




      Diluted


      65,624,505



      61,790,135





      65,833,642



      61,958,499

















      Net income allocated to shareholders per share:













      Basic


      $

      0.17



      $

      0.09



      (47)

      %


      $

      0.46



      $

      0.34



      (26)

      %

      Diluted


      $

      0.16



      $

      0.09



      (44)

      %


      $

      0.45



      $

      0.34



      (24)

      %

      CRITEO S.A.
      Consolidated Statement of Cash Flows
      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Net income


      $

      12,537



      $

      6,150



      (51)

      %


      $

      33,938



      $

      22,578



      (33)

      %

      Non-cash and non-operating items


      28,961



      33,083



      14

      %


      53,959



      65,911



      22

      %

                 - Amortization and provisions


      18,282



      27,907



      53

      %


      37,926



      54,951



      45

      %

                 - Equity awards compensation expense (1)


      11,713



      7,160



      (39)

      %


      25,595



      15,662



      (39)

      %

                 - Net gain or loss on disposal of non-current assets


      —



      (123)



      NM



      —



      2,143



      NM


                 - Change in deferred taxes


      7,252



      (4,939)



      NM



      1,336



      (7,617)



      NM


                 - Change in income taxes


      (8,696)



      3,056



      NM



      (10,630)



      727



      NM


                 - Other


      410



      22



      (95)

      %


      (268)



      45



      NM


      Changes in working capital related to operating activities


      11,466



      (5,856)



      NM



      32,287



      1,631



      (95)

      %

                 - Decrease in trade receivables


      19,325



      27,318



      41

      %


      105,343



      126,706



      20

      %

                 - (Decrease) in trade payables


      (14,995)



      (22,118)



      48

      %


      (73,480)



      (103,797)



      41

      %

                 - Decrease in other current assets


      7,504



      15,448



      NM



      1,512



      5,050



      NM


                 - Increase/(Decrease) in other current liabilities


      3,015



      (25,503)



      NM



      5,451



      (26,448)



      NM


                 - Change in operating lease liabilities and right of use assets


      (3,383)



      (1,001)



      (70)

      %


      (6,539)



      120



      NM


      CASH FROM OPERATING ACTIVITIES


      52,964



      33,377



      (37)

      %


      120,184



      90,120



      (25)

      %

      Acquisition of intangible assets, property, plant and equipment


      (28,812)



      (29,471)



      2

      %


      (42,104)



      (40,729)



      (3)

      %

      Change in accounts payable related to intangible assets, property, plant and equipment


      (3,980)



      10,939



      NM



      (14,372)



      10,460



      NM


      (Payment for) disposal of a business, net of cash acquired (disposed)


      637



      —



      (100)

      %


      (4,688)



      —



      (100)

      %

      Change in other non-current financial assets


      (1,152)



      (21,238)



      NM



      (1,184)



      (20,349)



      NM


      CASH USED FOR INVESTING ACTIVITIES


      (33,307)



      (39,770)



      19

      %


      (62,348)



      (50,618)



      (19)

      %

      Proceeds from borrowings under line-of-credit agreement


      —



      154,310



      NM



      —



      154,310



      NM


      Repayment of borrowings


      (167)



      1



      NM



      (339)



      (169)



      (50)

      %

      Proceeds from capital increase


      (98)



      (20)



      (80)

      %


      (87)



      (16)



      (82)

      %

      Repurchase of treasury stocks


      —



      (14,860)



      NM



      —



      (33,101)



      NM


      Change in other financial liabilities


      (209)



      (573)



      NM



      (239)



      (927)



      NM


      CASH (USED FOR) FROM FINANCING ACTIVITIES


      (474)



      138,858



      NM



      (665)



      120,097



      NM


      Effect of exchange rates changes on cash and cash equivalents


      7,099



      9,210



      30

      %


      456



      (181)



      NM


      Net increase in cash and cash equivalents


      26,282



      141,675



      NM



      57,627



      159,418



      NM


      Net cash and cash equivalents at beginning of period


      395,771



      436,506



      10

      %


      364,426



      418,763



      15

      %

      Net cash and cash equivalents at end of period


      $

      422,053



      $

      578,181



      37

      %


      $

      422,053



      $

      578,181



      37

      %














      SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION













      Cash paid for taxes, net of refunds


      $

      (7,127)



      $

      (4,519)



      (37)

      %


      $

      (24,995)



      $

      (16,566)



      (34)

      %

      Cash paid for interest, net of amounts capitalized


      $

      (351)



      $

      (317)



      (10)

      %


      $

      (758)



      $

      (666)



      (12)

      %

      (1) 

      Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $11.4 million and $6.8 million of equity awards compensation expense for the quarter ended June 30, 2019 and 2020, respectively, and $24.9 million and $14.9 million of equity awards compensation for the six months ended June 30, 2019 and 2020, 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,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      CASH FROM OPERATING ACTIVITIES


      $

      52,964



      $

      33,377



      (37)

      %


      $

      120,184



      $

      90,120



      (25)

      %

      Acquisition of intangible assets, property, plant and equipment


      (28,812)



      (29,471)



      2

      %


      (42,104)



      (40,729)



      (3)

      %

      Change in accounts payable related to intangible assets, property, plant and equipment


      (3,980)



      10,939



      NM



      (14,372)



      10,460



      NM


      FREE CASH FLOW (1)


      $

      20,172



      $

      14,845



      (26)

      %


      $

      63,708



      $

      59,851



      (6)

      %

      (1) 

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

      CRITEO S.A.
      Reconciliation of Revenue ex-TAC by Region to Revenue by Region
      (U.S. dollars in thousands, unaudited)





      Three Months Ended






      Six Months Ended








      June 30,






      June 30,






      Region


      2019


      2020


      YoY Change


      YoY Change at Constant Currency


      2019


      2020


      YoY Change


      YoY Change at Constant Currency

      Revenue


















      Americas


      $

      213,974



      $

      185,674



      (13)

      %


      (12)

      %


      $

      431,967



      $

      377,419



      (13)

      %


      (11)

      %


      EMEA


      194,359



      159,621



      (18)

      %


      (16)

      %


      404,002



      349,735



      (13)

      %


      (11)

      %


      Asia-Pacific


      119,814



      92,319



      (23)

      %


      (23)

      %


      250,301



      213,836



      (15)

      %


      (14)

      %


      Total


      528,147



      437,614



      (17)

      %


      (16)

      %


      1,086,270



      940,990



      (13)

      %


      (12)

      %



















      Traffic acquisition costs


















      Americas


      (129,491)



      (115,317)



      (11)

      %


      (10)

      %


      (261,036)



      (235,339)



      (10)

      %


      (9)

      %


      EMEA


      (107,401)



      (90,153)



      (16)

      %


      (14)

      %


      (224,692)



      (198,550)



      (12)

      %


      (9)

      %


      Asia-Pacific


      (67,337)



      (52,228)



      (22)

      %


      (23)

      %


      (140,930)



      (121,173)



      (14)

      %


      (14)

      %


      Total


      (304,229)



      (257,698)



      (15)

      %


      (14)

      %


      (626,658)



      (555,062)



      (11)

      %


      (10)

      %



















      Revenue ex-TAC (1)


















      Americas


      84,483



      70,357



      (17)

      %


      (15)

      %


      170,931



      142,080



      (17)

      %


      (16)

      %


      EMEA


      86,958



      69,468



      (20)

      %


      (18)

      %


      179,310



      151,185



      (16)

      %


      (13)

      %


      Asia-Pacific


      52,477



      40,091



      (24)

      %


      (24)

      %


      109,371



      92,663



      (15)

      %


      (15)

      %


      Total


      $

      223,918



      $

      179,916



      (20)

      %


      (18)

      %


      $

      459,612



      $

      385,928



      (16)

      %


      (15)

      %

      (1) 

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

      CRITEO S.A.
      Reconciliation of Adjusted EBITDA to Net Income
      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Net income


      $

      12,537



      $

      6,150



      (51)

      %


      $

      33,938



      $

      22,578



      (33)

      %

      Adjustments:













      Financial (income) expense


      1,354



      1,003



      (26)

      %


      3,328



      1,337



      (60)

      %

      Provision for income taxes


      5,683



      2,636



      (54)

      %


      15,701



      9,676



      (38)

      %

      Equity awards compensation expense


      14,391



      7,159



      (50)

      %


      28,273



      15,662



      (45)

      %

      Research and development


      4,203



      2,068



      (51)

      %


      8,228



      4,438



      (46)

      %

      Sales and operations


      5,693



      1,572



      (72)

      %


      11,894



      5,190



      (56)

      %

      General and administrative


      4,495



      3,519



      (22)

      %


      8,151



      6,034



      (26)

      %

      Pension service costs


      391



      539



      38

      %


      785



      1,077



      37

      %

      Research and development


      191



      269



      41

      %


      384



      538



      40

      %

      Sales and operations


      71



      95



      34

      %


      143



      190



      33

      %

      General and administrative


      129



      175



      36

      %


      258



      349



      35

      %

      Depreciation and amortization expense


      21,315



      20,208



      (5)

      %


      40,611



      44,346



      9

      %

      Cost of revenue


      10,847



      13,098



      21

      %


      19,982



      25,869



      29

      %

          Research and development (1)


      3,534



      1,658



      (53)

      %


      7,011



      7,308



      4

      %

      Sales and operations


      5,109



      4,221



      (17)

      %


      9,973



      8,561



      (14)

      %

      General and administrative


      1,825



      1,231



      (33)

      %


      3,645



      2,608



      (28)

      %

      Restructuring cost (2)


      728



      1,216



      67

      %


      2,618



      3,425



      31

      %

      Research and development


      124



      513



      NM



      124



      1,508



      NM


      Sales and operations


      175



      415



      NM



      2,065



      1,436



      (30)

      %

      General and administrative


      429



      288



      (33)

      %


      429



      481



      12

      %

      Total net adjustments


      43,862



      32,761



      (25)

      %


      91,316



      75,523



      (17)

      %

      Adjusted EBITDA (3)


      $

      56,399



      $

      38,911



      (31)

      %


      $

      125,254



      $

      98,101



      (22)

      %

      (1)  

      For the  Six Months Ended June 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).



      (2)

      For the Three Months Ended and the Six Months Ended June 2019, and June 2020, respectively, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:


      Three Months Ended

      Six Months Ended


      June 30,

      June 30,


      2019


      2020

      2019


      2020

      Equity awards compensation expense

      (2,678)



      —


      (2,678)



      —


      Depreciation and amortization expense

      1,228



      —


      1,228



      —


      Facilities and impairment related costs

      (243)



      807


      1,647



      1,794


      Payroll related costs

      2,421



      409


      2,421



      1,631


      Total restructuring costs

      728



      1,216


      2,618



      3,425


      (3) 

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

      CRITEO S.A.
      Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Research and Development expenses


      $

      (44,015)



      $

      (31,247)



      (29)

      %


      $

      (90,592)



      $

      (68,762)



      (24)

      %

      Equity awards compensation expense


      4,203



      2,068



      (51)

      %


      8,228



      4,438



      (46)

      %

      Depreciation and Amortization expense (1)


      3,534



      1,658



      (53)

      %


      7,011



      7,308



      4

      %

      Pension service costs


      191



      269



      41

      %


      384



      538



      40

      %

      Restructuring costs (2)


      124



      513



      NM



      124



      1,508



      NM


      Non GAAP - Research and Development expenses


      (35,963)



      (26,739)



      (26)

      %


      (74,845)



      (54,970)



      (27)

      %

      Sales and Operations expenses


      (95,503)



      (75,781)



      (21)

      %


      (191,412)



      (160,755)



      (16)

      %

      Equity awards compensation expense


      5,693



      1,572



      (72)

      %


      11,894



      5,190



      (56)

      %

      Depreciation and Amortization expense


      5,109



      4,221



      (17)

      %


      9,973



      8,561



      (14)

      %

      Pension service costs


      71



      95



      34

      %


      143



      190



      33

      %

      Restructuring costs (2)


      175



      415



      NM



      2,065



      1,436



      (30)

      %

      Non GAAP - Sales and Operations expenses


      (84,455)



      (69,478)



      (18)

      %


      (167,337)



      (145,378)



      (13)

      %

      General and Administrative expenses


      (35,767)



      (29,185)



      (18)

      %


      (69,537)



      (55,100)



      (21)

      %

      Equity awards compensation expense


      4,495



      3,519



      (22)

      %


      8,151



      6,034



      (26)

      %

      Depreciation and Amortization expense


      1,825



      1,231



      (33)

      %


      3,645



      2,608



      (28)

      %

      Pension service costs


      129



      175



      36

      %


      258



      349



      35

      %

      Restructuring costs (2)


      429



      288



      (33)

      %


      429



      481



      12

      %

      Non GAAP - General and Administrative expenses


      (28,889)



      (23,972)



      (17)

      %


      (57,054)



      (45,628)



      (20)

      %

      Total Operating expenses


      (175,285)



      (136,213)



      (22)

      %


      (351,541)



      (284,617)



      (19)

      %

      Equity awards compensation expense


      14,391



      7,159



      (50)

      %


      28,273



      15,662



      (45)

      %

      Depreciation and Amortization expense (1)


      10,468



      7,110



      (32)

      %


      20,629



      18,477



      (10)

      %

      Pension service costs


      391



      539



      38

      %


      785



      1,077



      37

      %

      Restructuring costs (2)


      728



      1,216



      67

      %


      2,618



      3,425



      31

      %

      Total Non GAAP Operating expenses (3)


      $

      (149,307)



      $

      (120,189)



      (20)

      %


      $

      (299,236)



      $

      (245,976)



      (18)

      %

      (1) 

      For the  Six Months Ended June 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).



      (2)

      For the Three Months Ended and the Six Months Ended June 2019, and June 2020, respectively, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy: 


      Three Months Ended

      Six Months Ended


      June 30,

      June 30,


      2019


      2020

      2019


      2020

      Equity awards compensation expense

      (2,678)



      —


      (2,678)



      —


      Depreciation and amortization expense

      1,228



      —


      1,228



      —


      Facilities and impairment related costs

      (243)



      807


      1,647



      1,794


      Payroll related costs

      2,421



      409


      2,421



      1,631


      Total restructuring costs

      728



      1,216


      2,618



      3,425


      (3) 

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

      CRITEO S.A.
      Detailed Information on Selected Items
      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Equity awards compensation expense













      Research and development


      $

      4,203



      $

      2,068



      (51)

      %


      $

      8,228



      $

      4,438



      (46)

      %

      Sales and operations


      5,693



      1,572



      (72)

      %


      11,894



      5,190



      (56)

      %

      General and administrative


      4,495



      3,519



      (22)

      %


      8,151



      6,034



      (26)

      %

      Total equity awards compensation expense


      14,391



      7,159



      (50)

      %


      28,273



      15,662



      (45)

      %














      Pension service costs













      Research and development


      191



      269



      41

      %


      384



      538



      40

      %

      Sales and operations


      71



      95



      34

      %


      143



      190



      33

      %

      General and administrative


      129



      175



      36

      %


      258



      349



      35

      %

      Total pension service costs


      391



      539



      38

      %


      785



      1,077



      37

      %














      Depreciation and amortization expense













      Cost of revenue


      10,847



      13,098



      21

      %


      19,982



      25,869



      29

      %

      Research and development (1)


      3,534



      1,658



      (53)

      %


      7,011



      7,308



      4

      %

      Sales and operations


      5,109



      4,221



      (17)

      %


      9,973



      8,561



      (14)

      %

      General and administrative


      1,825



      1,231



      (33)

      %


      3,645



      2,608



      (28)

      %

           Total depreciation and amortization expense


      21,315



      20,208



      (5)

      %


      40,611



      44,346



      9

      %














      Restructuring costs (2)













      Research and development


      124



      513



      NM



      124



      1,508



      NM


      Sales and operations


      175



      415



      NM



      2,065



      1,436



      (30)

      %

      General and administrative


      429



      288



      (33)

      %


      429



      481



      12

      %

      Total restructuring costs


      $

      728



      $

      1,216



      67

      %


      $

      2,618



      $

      3,425



      31

      %

      (1) 

      For the  Six Months Ended June 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).



      (2)

      For the Three Months Ended and the Six Months Ended June 2019, and June 2020, respectively, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy: 


      Three Months Ended

      Six Months Ended


      June 30,

      June 30,


      2019


      2020

      2019


      2020

      Equity awards compensation expense

      (2,678)



      —


      (2,678)



      —


      Depreciation and amortization expense

      1,228



      —


      1,228



      —


      Facilities and impairment related costs

      (243)



      807


      1,647



      1,794


      Payroll related costs

      2,421



      409


      2,421



      1,631


      Total restructuring costs

      728



      1,216


      2,618



      3,425


      CRITEO S.A.
      Reconciliation of Adjusted Net Income to Net Income
      U.S. dollars in thousands except share and per share data, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Net income


      $

      12,537



      $

      6,150



      (51)

      %


      $

      33,938



      $

      22,578



      (33)

      %

      Adjustments:













      Equity awards compensation expense


      14,391



      7,159



      (50)

      %


      28,273



      15,662



      (45)

      %

      Amortization of acquisition-related intangible assets (1)


      5,465



      2,847



      (48)

      %


      10,937



      9,695



      (11)

      %

      Restructuring costs (2)


      728



      1,216



      67

      %


      2,618



      3,425



      31

      %

      Tax impact of the above adjustments


      (2,391)



      (665)



      (72)

      %


      (5,331)



      (2,625)



      (51)

      %

      Total net adjustments


      18,193



      10,557



      (42)

      %


      36,497



      26,157



      (28)

      %

      Adjusted net income (3)


      $

      30,730



      $

      16,707



      (46)

      %


      $

      70,435



      $

      48,735



      (31)

      %














      Weighted average shares outstanding













       - Basic


      64,581,476



      61,415,467





      64,459,867



      61,553,875




       - Diluted


      65,624,505



      61,790,135





      65,833,642



      61,958,499

















      Adjusted net income per share













       - Basic


      $

      0.48



      $

      0.27



      (44)

      %


      $

      1.09



      $

      0.79



      (28)

      %

       - Diluted


      $

      0.47



      $

      0.27



      (43)

      %


      $

      1.07



      $

      0.79



      (26)

      %

      (1) 

      For the  Six Months Ended June 30, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($4.0 million in Research and development).



      (2)

      For the Three Months Ended and the Six Months Ended June 2019, and June 2020, respectively, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy: 


      Three Months Ended

      Six Months Ended


      June 30,

      June 30,


      2019


      2020

      2019


      2020

      Equity awards compensation expense

      (2,678)



      —


      (2,678)



      —


      Depreciation and amortization expense

      1,228



      —


      1,228



      —


      Facilities and impairment related costs

      (243)



      807


      1,647



      1,794


      Payroll related costs

      2,421



      409


      2,421



      1,631


      Total restructuring costs

      728



      1,216


      2,618



      3,425


      (3) 

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

      CRITEO S.A.
      Constant Currency Reconciliation
      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Six Months Ended





      June 30,




      June 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Revenue as reported


      $

      528,147



      $

      437,614



      (17)

      %


      $

      1,086,270



      $

      940,990



      (13)

      %

      Conversion impact U.S. dollar/other currencies




      7,414







      15,532




      Revenue at constant currency(1)


      528,147



      445,028



      (16)

      %


      1,086,270



      956,522



      (12)

      %














      Traffic acquisition costs as reported


      (304,229)



      (257,698)



      (15)

      %


      (626,658)



      (555,062)



      (11)

      %

      Conversion impact U.S. dollar/other currencies




      (4,131)







      (8,656)




      Traffic Acquisition Costs at constant currency(1)


      (304,229)



      (261,829)



      (14)

      %


      (626,658)



      (563,718)



      (10)

      %














      Revenue ex-TAC as reported(2)


      223,918



      179,916



      (20)

      %


      459,612



      385,928



      (16)

      %

      Conversion impact U.S. dollar/other currencies




      3,283







      6,876




      Revenue ex-TAC at constant currency(2)


      223,918



      183,199



      (18)

      %


      459,612



      392,804



      (15)

      %

      Revenue ex-TAC(2)/Revenue as reported


      42.4

      %


      41.1

      %




      42.3

      %


      41.0

      %
















      Other cost of revenue as reported


      (29,059)



      (33,914)



      17

      %


      (55,104)



      (67,720)



      23

      %

      Conversion impact U.S. dollar/other currencies




      (544)







      (968)




      Other cost of revenue at constant currency(1)


      (29,059)



      (34,458)



      19

      %


      (55,104)



      (68,688)



      25

      %














      Adjusted EBITDA(3)


      56,399



      38,911



      (31)

      %


      125,254



      98,101



      (22)

      %

      Conversion impact U.S. dollar/other currencies




      600







      2,217




      Adjusted EBITDA(3) at constant currency(1)


      $

      56,399



      $

      39,511



      (30)

      %


      $

      125,254



      $

      100,318



      (20)

      %

      Adjusted EBITDA(3)/Revenue ex-TAC(2)


      25.2

      %


      21.6

      %




      27.3

      %


      25.4

      %



      (1) 

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



      (2) 

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



      (3)

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

      CRITEO S.A.
      Information on Share Count
      (unaudited)




      Six Months Ended



      June 30,



      2019


      2020

      Shares outstanding as at January 1,


      64,249,084



      62,293,508


      Weighted average number of shares issued during the period


      210,783



      (739,633)


      Basic number of shares - Basic EPS basis


      64,459,867



      61,553,875


      Dilutive effect of share options, warrants, employee warrants - Treasury method


      1,373,775



      404,624


      Diluted number of shares - Diluted EPS basis


      65,833,642



      61,958,499







      Shares issued as at June 30, before Treasury stocks


      66,161,523



      66,204,881


      Treasury stock as of June 30,


      (1,118,969)



      (5,589,408)


      Shares outstanding as of June 30, after Treasury stocks


      65,042,554



      60,615,473


      Total dilutive effect of share options, warrants, employee warrants


      7,458,330



      8,341,925


      Fully diluted shares as at June 30,


      72,500,884



      68,957,398


      CRITEO S.A.
      Supplemental Financial Information and Operating Metrics
      (U.S. dollars in thousands except where stated, unaudited)



      Q2
      2018

      Q3
      2018

      Q4
      2018

      Q1
      2019

      Q2
      2019

      Q3
      2019

      Q4
      2019

      Q1
      2020

      Q2
      2020

      YoY
      Change

      QoQ Change















      Clients

      18,936

      19,213

      19,419

      19,373

      19,733

      19,971

      20,247

      20,360

      20,359

      3%

      —%















      Revenue 

      537,185

      528,869

      670,096

      558,123

      528,147

      522,606

      652,640

      503,376

      437,614

      (17)%

      (13)%


      Americas

      212,781

      211,247

      317,350

      217,993

      213,974

      213,937

      306,250

      191,745

      185,674

      (13)%

      (3)%


      EMEA

      201,080

      195,230

      220,904

      209,643

      194,359

      185,556

      216,639

      190,114

      159,621

      (18)%

      (16)%


      APAC

      123,324

      122,392

      131,842

      130,487

      119,814

      123,113

      129,751

      121,517

      92,319

      (23)%

      (24)%















      TAC

      (306,963)

      (305,387)

      (398,238)

      (322,429)

      (304,229)

      (301,901)

      (386,388)

      (297,364)

      (257,698)

      (15)%

      (13)%


      Americas

      (125,502)

      (126,406)

      (196,168)

      (131,545)

      (129,491)

      (129,047)

      (189,092)

      (120,022)

      (115,317)

      (11)%

      (4)%


      EMEA

      (112,577)

      (111,131)

      (128,053)

      (117,291)

      (107,401)

      (103,899)

      (124,939)

      (108,397)

      (90,153)

      (16)%

      (17)%


      APAC

      (68,884)

      (67,850)

      (74,017)

      (73,593)

      (67,337)

      (68,955)

      (72,357)

      (68,945)

      (52,228)

      (22)%

      (24)%















      Revenue ex-TAC (1)

      230,222

      223,482

      271,858

      235,694

      223,918

      220,705

      266,252

      206,012

      179,916

      (20)%

      (13)%


      Americas

      87,279

      84,841

      121,182

      86,448

      84,483

      84,890

      117,158

      71,723

      70,357

      (17)%

      (2)%


      EMEA

      88,503

      84,099

      92,851

      92,352

      86,958

      81,657

      91,700

      81,717

      69,468

      (20)%

      (15)%


      APAC

      54,440

      54,542

      57,825

      56,894

      52,477

      54,158

      57,394

      52,572

      40,091

      (24)%

      (24)%















      Cash flow from operating activities 

      40,341

      50,256

      85,600

      67,220

      52,964

      43,289

      59,359

      56,743

      33,377

      (37)%

      (41)%















      Capital expenditures

      17,847

      29,656

      45,408

      23,684

      32,792

      23,944

      17,520

      11,737

      18,532

      (43)%

      58%















      Capital expenditures/Revenue

      3%

      6%

      7%

      4%

      6%

      5%

      3%

      2%

      4%

      N.A

      N.A















      Net cash position

      480,285

      458,690

      364,426

      395,771

      422,053

      409,178

      418,763

      436,506

      578,181

      37%

      32%















      Headcount

      2,678

      2,737

      2,744

      2,813

      2,873

      2,794

      2,755

      2,701

      2,685

      (7)%

      (1)%















      Days Sales

      Outstanding (days -

      end of month)

      61

      60

      58

      59

      58

      57

      52

      62

      61

      N.A

      N.A



      (1) 

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

      SOURCE Criteo S.A.

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