Criteo Reports Strong First Quarter 2021 Financial Results

Three Months Ended

March 31,

2021

2020

YoY
Change

(in millions, except EPS data)

GAAP Results

Revenue

$

541

$

503

7

%

Net Income

$

23

$

16

43

%

Diluted EPS

$

0.35

$

0.25

40

%

Cash from operating activities

$

77

$

57

36

%

Net cash position

$

520

$

437

19

%

Non-GAAP Results¹

Revenue ex-TAC

$

213

$

206

4

%

Revenue ex-TAC margin

39

%

41

%

(2)

%

Adjusted EBITDA

$

76

$

59

28

%

Adjusted diluted EPS

$

0.67

$

0.52

29

%

Free Cash Flow (FCF)

$

64

$

45

41

%

FCF / Adjusted EBITDA

84

%

76

%

8

%

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

March 31, 2021

December 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

520,060

$

488,011

 Trade receivables, net of allowances of $38.7 million and $39.9 million at March 31, 2021 and December 31, 2020, respectively 

416,910

474,055

Income taxes

12,750

11,092

Other taxes

69,692

69,987

Other current assets

22,494

21,405

Marketable Securities - current portion

17,586

—

Total current assets

1,059,492

1,064,550

Property, plant and equipment, net

168,036

189,505

Intangible assets, net

79,440

79,744

Goodwill

322,821

325,805

Right of Use Asset - operating lease

96,266

114,012

Marketable securities - non current portion

28,281

41,809

Non-current financial assets

14,788

18,109

Deferred tax assets

13,511

19,876

    Total non-current assets

723,143

788,860

Total assets

$

1,782,635

$

1,853,410

Liabilities and shareholders' equity

Current liabilities:

Trade payables

$

347,209

$

367,025

Contingencies

1,773

2,250

Income taxes

1,201

2,626

Financial liabilities - current portion

2,114

2,889

Lease liability - operating - current portion

44,501

48,388

Other taxes

56,192

58,491

Employee - related payables

71,450

85,272

Other current liabilities

32,693

33,390

Total current liabilities

557,133

600,331

Deferred tax liabilities

4,066

5,297

Retirement benefit obligation

5,621

6,167

Financial liabilities - non-current portion

371

386

Lease liability - operating - non-current portion

61,874

83,007

Other non-current liabilities

9,807

5,535

    Total non-current liabilities

81,739

100,392

Total liabilities

638,872

700,723

Commitments and contingencies

Shareholders' equity:

Common shares, €0.025 par value, 66,391,906 and 66,272,106  shares authorized, issued and outstanding at March 31, 2021 and December 31, 2020, respectively.

2,164

2,161

Treasury stock, 5,597,601 and  5,632,536 shares at cost as of March 31, 2021 and December 31, 2020, respectively.

(87,263)

(85,570)

Additional paid-in capital

702,022

693,164

Accumulated other comprehensive income (loss)

(17,825)

16,028

Retained earnings

510,528

491,359

Equity - attributable to shareholders of Criteo S.A.

1,109,626

1,117,142

Non-controlling interests

34,137

35,545

Total equity

1,143,763

1,152,687

Total equity and liabilities

$

1,782,635

$

1,853,410

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

Three Months Ended

March 31,

2021

2020

YoY

Change

Revenue

$

541,077

$

503,376

7

%

Cost of revenue

Traffic acquisition cost

(327,667)

(297,364)

10

%

Other cost of revenue

(34,712)

(33,806)

3

%

Gross profit

178,698

172,206

4

Operating expenses:

Research and development expenses

(31,697)

(37,515)

(16)

%

Sales and operations expenses

(79,354)

(84,974)

(7)

%

General and administrative expenses

(33,428)

(25,915)

29

%

Total Operating expenses

(144,479)

(148,404)

(3)

%

Income from operations

34,219

23,802

44

%

Financial expense

(718)

(334)

NM

Income before taxes

33,501

23,468

43

%

Provision for income taxes

(10,051)

(7,040)

43

%

Net Income

$

23,450

$

16,428

43

%

Net income available to shareholders of Criteo S.A.

$

22,406

$

15,459

45

%

Net income available to non-controlling interests

$

1,044

$

969

8

%

Weighted average shares outstanding used in computing per share amounts:

Basic

60,741,674

61,691,001

Diluted

64,077,409

62,125,582

Net income allocated to shareholders per share:

Basic

$

0.37

$

0.25

48

%

Diluted

$

0.35

$

0.25

40

%

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

Three Months Ended

March 31,

2021

2020

YoY

Change

Net income

$

23,450

$

16,428

43

%

Non-cash and non-operating items

30,017

32,828

(9)

%

           - Amortization and provisions

17,225

27,044

(36)

%

           - Equity awards compensation expense ⁽¹⁾

7,215

8,502

(15)

%

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

3,945

2,266

74

%

           - Change in deferred taxes

4,998

(2,678)

NM

           - Change in income taxes

(3,379)

(2,329)

45

%

           - Other

13

23

(43)

%

Changes in working capital related to operating activities

23,895

7,487

NM

           - (Increase) / Decrease in trade receivables

47,226

99,388

(52)

%

           - Increase / (Decrease) in trade payables

(10,640)

(81,679)

(87)

%

           - (Increase) / Decrease in other current assets

(5,050)

(10,398)

(51)

%

           - Increase / (Decrease) in other current liabilities

(4,527)

(945)

NM

           - Change in operating lease liabilities and right of use assets

(3,114)

1,121

NM

CASH FROM OPERATING ACTIVITIES

77,362

56,743

36

%

Acquisition of intangible assets, property, plant and equipment

(11,953)

(11,258)

6

%

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

(1,827)

(479)

NM

Change in other non-current financial assets

(3,252)

889

NM

CASH USED FOR INVESTING ACTIVITIES

(17,032)

(10,848)

57

%

Repayment of borrowings

(182)

(170)

7

%

Proceeds from capital increase

2,074

4

NM

Repurchase of treasury stocks

(4,930)

(18,241)

(73)

%

Change in other financial liabilities

(378)

(354)

7

%

CASH USED FOR FINANCING ACTIVITIES

(3,416)

(18,761)

(82)

%

Effect of exchange rates changes on cash and cash equivalents

(24,865)

(9,391)

NM

Net increase (decrease) in cash and cash equivalents

32,049

17,743

81

%

Net cash and cash equivalents at beginning of period

488,011

418,763

17

%

Net cash and cash equivalents at end of period

$

520,060

$

436,506

19

%

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for taxes, net of refunds

$

(8,432)

$

(12,047)

(30)

%

Cash paid for interest

$

(367)

$

(349)

5

%

⁽¹⁾ Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $6.8 million and $8.1 million of equity awards compensation expense for the quarter ended March  31, 2021 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

March 31,

2021

2020

YoY

Change

CASH FROM OPERATING ACTIVITIES

$

77,362

$

56,743

36

%

Acquisition of intangible assets, property, plant and equipment

(11,953)

(11,258)

6

%

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

(1,827)

(479)

NM

FREE CASH FLOW ⁽¹⁾

$

63,582

$

45,006

41

%

⁽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 to Revenue
(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

Region

2021

2020

YoY Change

YoY Change
at Constant
Currency

Revenue

Americas

$

203,900

$

191,745

6

%

8

%

EMEA

212,096

190,114

12

%

4

%

Asia-Pacific

125,081

121,517

3

%

(1)

%

Total

541,077

503,376

7

%

4

%

Traffic acquisition costs ⁽¹⁾

Americas

(127,628)

(120,022)

6

%

7

%

EMEA

(126,648)

(108,397)

17

%

9

%

Asia-Pacific

(73,391)

(68,945)

6

%

2

%

Total

(327,667)

(297,364)

10

%

7

%

Revenue ex-TAC ⁽¹⁾

Americas

76,272

71,723

6

%

8

%

EMEA

85,448

81,717

5

%

(2)

%

Asia-Pacific

51,690

52,572

(2)

%

(5)

%

Total

$

213,410

$

206,012

4

%

0.5

%

Three Months Ended

March 31,

Solution

2021

2020

YoY Change

YoY Change
at Constant
Currency

Revenue

Marketing Solutions

$

483,190

$

469,773

3

%

(0.5)

%

Retail Media ⁽²⁾

57,887

33,603

72

%

69

%

Total

541,077

503,376

7

%

4

%

Traffic acquisition costs ⁽¹⁾

Marketing Solutions

(290,873)

(273,057)

7

%

3

%

Retail Media ⁽²⁾

(36,794)

(24,307)

51

%

49

%

Total

(327,667)

(297,364)

10

%

7

%

Revenue ex-TAC ⁽¹⁾

Marketing Solutions

192,317

196,716

(2)

%

(5)

%

Retail Media ⁽²⁾

21,093

9,296

127

%

122

%

Total

$

213,410

$

206,012

4

%

0.5

%

⁽¹⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC, Traffic Acquisition Costs,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution 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 and solution can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC, Traffic Acquisition Costs, Revenue ex-TAC by Region, and Revenue ex-TAC by Solution 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, Traffic Acquisition Costs, Revenue ex-TAC by Region and Revenue ex-TAC by Solution 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,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution, or similarly titled measures but define the regions, and product families 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,  Revenue ex-TAC by Region and Revenue ex-TAC by Solution alongside our other U.S. GAAP financial results, including revenue. The above tables provide a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region and Revenue ex-TAC by Solution to revenue by solution.

⁽²⁾ Criteo operates as one operating segment. From January 1,2021 we have disaggregated revenues between Marketing Solutions and Retail Media.  A strategic building block of Criteo's Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo's legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition.

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

Three Months Ended

March 31,

2021

2020

YoY

Change

Net income

$

23,450

$

16,428

43

%

Adjustments:

Financial expense

718

334

NM

Provision for income taxes

10,051

7,040

43

%

Equity awards compensation expense

7,882

8,503

(7)

%

Research and development

2,496

2,370

5

%

Sales and operations

2,369

3,618

(35)

%

General and administrative

3,017

2,515

20

%

Pension service costs

338

538

(37)

%

Research and development

175

269

(35)

%

Sales and operations

53

95

(44)

%

General and administrative

110

174

(37)

%

Depreciation and amortization expense

21,854

24,138

(9)

%

Cost of revenue

15,244

12,771

19

%

Research and development ⁽¹⁾

1,753

5,650

(69)

%

Sales and operations

3,954

4,340

(9)

%

General and administrative

903

1,377

(34)

%

Restructuring related and transformation costs ⁽²⁾

11,636

2,209

NM

Research and development

1,436

995

44

%

Sales and operations

7,367

1,021

NM

General and administrative

2,833

193

NM

Total net adjustments

52,479

42,762

23

%

Adjusted EBITDA ⁽³⁾

$

75,929

$

59,190

28

%

⁽¹⁾ For the Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ For the Three Months Ended March 2021, and March 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its Commerce Media Platform strategy:

Three Months Ended

March 31,

2021

2020

(Gain) from forfeitures of share-based compensation awards

(666)

—

Facilities and impairment related costs

6,616

987

Payroll related costs

5,152

1,222

Consulting costs related to transformation

534

—

Total restructuring related and transformation costs

11,636

2,209

For the Three Months Ended March 31, 2021 and March 31, 2020, respectively, the cash outflows related to restructuring related and transformation costs were $6.1 million, and $4.5 million respectively, and were mainly comprised of payroll costs, broker and termination penalties related to facilities and other consulting fees.

⁽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, and restructuring related and transformation costs. 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, and restructuring related and transformation costs 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

March 31,

2021

2020

YoY
Change

Research and Development expenses

$

(31,697)

$

(37,515)

(16)

%

Equity awards compensation expense

2,496

2,370

5

%

Depreciation and Amortization expense

1,753

5,650

(69)

%

Pension service costs

175

269

(35)

%

Restructuring related and transformation costs

1,436

995

44

%

Non GAAP - Research and Development expenses

(25,837)

(28,231)

(8)

%

Sales and Operations expenses

(79,354)

(84,974)

(7)

%

Equity awards compensation expense

2,369

3,618

(35)

%

Depreciation and Amortization expense

3,954

4,340

(9)

%

Pension service costs

53

95

(44)

%

Restructuring related and transformation costs

7,367

1,021

NM

Non GAAP - Sales and Operations expenses

(65,611)

(75,900)

(14)

%

General and Administrative expenses

(33,428)

(25,915)

29

%

Equity awards compensation expense

3,017

2,515

20

%

Depreciation and Amortization expense

903

1,377

(34)

%

Pension service costs

110

174

(37)

%

Restructuring related and transformation costs

2,833

193

NM

Non GAAP - General and Administrative expenses

(26,565)

(21,656)

23

%

Total Operating expenses

(144,479)

(148,404)

(3)

%

Equity awards compensation expense

7,882

8,503

(7)

%

Depreciation and Amortization expense

6,610

11,367

(42)

%

Pension service costs

338

538

(37)

%

Restructuring related and transformation costs

11,636

2,209

NM

Total Non GAAP Operating expenses ⁽¹⁾

$

(118,013)

$

(125,787)

(6)

%

⁽¹⁾ We define Non-GAAP Operating Expenses as our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, and restructuring related and transformation 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 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

March 31,

2021

2020

YoY Change

Equity awards compensation expense

Research and development

$

2,496

$

2,370

5

%

Sales and operations

2,369

3,618

(35)

%

General and administrative

3,017

2,515

20

%

Total equity awards compensation expense

7,882

8,503

(7)

%

Pension service costs

Research and development

175

269

(35)

%

Sales and operations

53

95

(44)

%

General and administrative

110

174

(37)

%

Total pension service costs

338

538

(37)

%

Depreciation and amortization expense

Cost of revenue

15,244

12,771

19

%

Research and development

1,753

5,650

(69)

%

Sales and operations

3,954

4,340

(9)

%

General and administrative

903

1,377

(34)

%

Total depreciation and amortization expense

21,854

24,138

(9)

%

Restructuring related and transformation costs

Research and development

1,436

995

44

%

Sales and operations

7,367

1,021

NM

General and administrative

2,833

193

NM

Total restructuring related and transformation costs

$

11,636

$

2,209

NM

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

March 31,

2021

2020

YoY
Change

Net income

$

23,450

$

16,428

43

%

Adjustments:

Equity awards compensation expense

7,882

8,503

(7)

%

Amortization of acquisition-related intangible assets ⁽¹⁾

2,935

6,848

(57)

%

Restructuring related and transformation costs

11,636

2,209

NM

Tax impact of the above adjustments

(2,751)

(1,960)

40

%

Total net adjustments

19,702

15,600

26

%

Adjusted net income ⁽²⁾

$

43,152

$

32,028

35

%

Weighted average shares outstanding

 - Basic

60,741,674

61,691,001

 - Diluted

64,077,409

62,125,582

Adjusted net income per share

 - Basic

$

0.71

$

0.52

37

%

 - Diluted

$

0.67

$

0.52

29

%

⁽¹⁾ For the Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs, 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, restructuring related and transformation 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

March 31,

2021

2020

YoY

Change

Revenue as reported

$

541,077

$

503,376

7

%

Conversion impact U.S. dollar/other currencies

(16,747)

Revenue at constant currency⁽¹⁾

524,330

503,376

4

%

Traffic acquisition costs as reported

(327,667)

(297,364)

10

%

Conversion impact U.S. dollar/other currencies

10,317

Traffic Acquisition Costs at constant currency⁽¹⁾

(317,350)

(297,364)

7

%

Revenue ex-TAC as reported⁽²⁾

213,410

206,012

4

%

Conversion impact U.S. dollar/other currencies

(6,430)

Revenue ex-TAC at constant currency⁽²⁾

206,980

206,012

0.5

%

Revenue ex-TAC⁽²⁾/Revenue as reported

39

%

41

%

Other cost of revenue as reported

(34,712)

(33,806)

3

%

Conversion impact U.S. dollar/other currencies

322

Other cost of revenue at constant currency⁽¹⁾

(34,390)

(33,806)

2

%

Adjusted EBITDA⁽³⁾

75,929

59,190

28

%

Conversion impact U.S. dollar/other currencies

(4,591)

Adjusted EBITDA⁽³⁾ at constant currency⁽¹⁾

$

71,338

$

59,190

21

%

Adjusted EBITDA⁽³⁾/Revenue ex-TAC⁽²⁾

36

%

29

%

⁽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 to Revenue" 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)

Three Months Ended

2021

2020

Shares outstanding as at January 1,

60,639,570

62,293,508

Weighted average number of shares issued during the period

102,104

(602,507)

Basic number of shares - Basic EPS basis

60,741,674

61,691,001

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

3,335,736

434,581

Diluted number of shares - Diluted EPS basis

64,077,410

62,125,582