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      Criteo Reports Third Quarter 2020 Financial Results

      Revenue ex-TAC and Adjusted EBITDA Above Top End of Guidance

      Management to Provide Strategic Update on Earnings Call


      News provided by

      Criteo S.A.

      Oct 28, 2020, 07:00 ET

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      NEW YORK, Oct. 28, 2020 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the global technology company powering the world's marketers with trusted and impactful advertising, today announced financial results for the third quarter ended September 30, 2020 that exceeded the top end of its most recent quarterly guidance, despite the continued impact of the pandemic.

      Third Quarter 2020 Financial Highlights:

      Our financial results reflect the continued impact of the pandemic on our business. The following table summarizes our consolidated financial results for the three months ended September 30, 2019 and 2020:


      Three Months Ended


      September 30,


      2020


      2019


      YoY

      Change


      (in millions, except EPS data)

      GAAP Results






      Revenue

      $

      470



      $

      523



      (10)

      %

      Net Income

      $

      5



      $

      21



      (74)

      %

      Diluted EPS

      $

      0.09



      $

      0.28



      $ (0.19)


      Cash from operating activities

      $

      51



      $

      43



      18

      %

      Net cash position

      $

      627



      $

      409



      53

      %







      Non-GAAP Results1






      Revenue ex-TAC

      $

      186



      $

      221



      (16)

      %

      Revenue ex-TAC margin

      40

      %


      42

      %



      Adjusted EBITDA

      $

      49



      $

      64



      (23)

      %

      Adjusted diluted EPS

      $

      0.40



      $

      0.54



      $ (0.14)


      Free Cash Flow

      $

      38



      $

      19



      98

      %

      Megan Clarken, Chief Executive Officer of Criteo, said, "We are pleased to deliver better performance than expected on both the top and bottom lines, demonstrating the continued resilience of our business during the pandemic, relentless focus on improving execution and the talent, strength and dedication of our great people."

      Clarken continued: "As we look forward, we are transforming our company to a Commerce Media Platform over the next few years to maximize the value of our unique Reach and Commerce assets, enabling our strong customer base, including global brands and retailers, to optimize their sales and digital advertising returns. We believe we have a path to growth over time with a clear product roadmap, a dedicated leadership team and the financial strength to support growth investments."

      Operating Highlights

      • Criteo and The Trade Desk collaborate on industry wide Unified ID 2.0, an upgraded alternative to third-party cookies.
      • Total clients grew 3% year-over-year to close to 20,600 after adding over 200 net new clients, the highest number since Q4 2019.
      • Same-client revenue2 declined 6% year-over-year (vs. 13% decline in Q2 2020) and same-client Revenue ex-TAC2 decreased 11% year-over-year (vs. 14% decline in Q2 2020) at constant currency3, including approximately 17 points directly attributable to the COVID-19 disruption on both.
      • New solutions grew 43% year-over-year to 19% of total Revenue ex-TAC.
      • Retail Media grew close to 60% year-over-year, and same-client Revenue ex-TAC3 for Retail Media increased 70% year-over-year.
      • Our direct header-bidding technology now connects to close to 5,000 direct publishers.

      ___________________________________________________


      1

      Revenue excluding Traffic Acquisition Costs, or 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.

      2

      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.

      3

      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.

      Financial Summary

      Revenue for the quarter was $470 million and Revenue ex-TAC was $186 million. Adjusted EBITDA was over $49 million, resulting in an adjusted diluted EPS of $0.40. These all reflect year-over-year declines, largely due to the anticipated negative COVID impact. Excluding the impact of the pandemic, we estimate that Revenue ex-TAC declined about 2% in Q3 2020. Free cash flow was $38 million in Q3 2020, growing 98% year-over-year, and $98 million for the nine months 2020. We have $627M cash on the balance sheet, which includes $158M from the Revolving Credit Facility.

      Sarah Glickman, Chief Financial Officer, said, "During Q3 we continued to make progress against all four of our strategic pillars and I am pleased that we were able to control costs and grow free cash flow. Our goal now is to return to growth and ensure smart investment allocation while reducing fixed costs."

      Revenue and Revenue ex-TAC

      Revenue declined 10% year-over-year, or 11% at constant currency, to $470 million (Q3 2019: $523 million), after an estimated $80 million net negative business impact from the COVID-19 disruption, or approximately 15 points of the year-over-over decline at constant currency. Revenue ex-TAC decreased 16% year-over-year, or 16% at constant currency, to $186 million (Q3 2019: $221 million), after an approximately $33 million net negative business impact from the COVID-19 disruption, or approximately 15 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 impact, in particular on our Travel and Classifieds clients. Revenue ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 40% (Q3 2019: 42%).

      • In the Americas, Revenue declined 4% year-over-year, or 3% at constant currency, to $205 million and represented 43% of total Revenue. Revenue ex-TAC declined 13% year-over-year, or 11% at constant currency, to $74 million and represented 40% of total Revenue ex-TAC.
      • In EMEA, Revenue declined 10% year-over-year, or 13% at constant currency, to $168 million and represented 36% of total Revenue. Revenue ex-TAC declined 14% year-over-year, or 17% at constant currency, to $71 million and represented 38% of total Revenue ex-TAC.
      • In Asia-Pacific, Revenue declined 20% year-over-year, or 21% at constant currency, to $98 million and represented 21% of total Revenue. Revenue ex-TAC declined 23% year-over-year, or 24% at constant currency, to $42 million and represented 22% of total Revenue ex-TAC.

      Net Income and Adjusted Net Income

      Net income decreased 74% year-over-year to $5 million (Q3 2019: $21 million). Net income margin as a percentage of revenue was 1% (Q3 2019: 4%). In the course of the third quarter 2020, we incurred $12 million in restructuring related and transformation costs. Net income available to shareholders of Criteo S.A. decreased 72% year-over-year to $5 million, or $0.09 per share on a diluted basis (Q3 2019: $19 million, or $0.28 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 related and transformation costs and the tax impact of these adjustments, decreased 31% year-over-year to $24 million, or $0.40 per share on a diluted basis (Q3 2019: $35 million, or $0.54 per share on a diluted basis).

      Adjusted EBITDA and Operating Expenses

      Adjusted EBITDA decreased 23% year-over-year, or 27% at constant currency, to $49 million (Q3 2019: $64 million), driven by the Revenue ex-TAC performance over the period, including the still meaningful impact of the COVID-19 pandemic, partly offset by effective expense management measures. Adjusted EBITDA as a percentage of Revenue ex-TAC, or Adjusted EBITDA margin, was 27% (Q3 2019: 29%).

      Operating expenses decreased 11% or $17 million, to $143 million (Q3 2019: $160 million), mostly driven by lower headcount-related expense and disciplined expense management across the Company. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring related and transformation costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, decreased 15% or $21 million, to $117 million (Q3 2019: $138 million), largely driven by lower headcount and robust expense management across the Company.

      The Company intends to manage its expense base in a disciplined way, while also investing in growth and innovation.

      Cash Flow, Cash and Financial Liquidity Position

      Cash flow from operating activities increased 18% year-over-year to $51 million (Q3 2019: $43 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, increased 98% to $38 million (Q3 2019: $19 million), representing 77% of Adjusted EBITDA for the third quarter (Q3 2019: 30%) and 66% for the first nine months 2020 (9 months 2019: 44%).

      Cash and cash equivalents increased $208 million compared to December 31, 2019 to $627 million, after spending $44 million on share repurchases in the first nine months 2020, and preemptively drawing $158 million of the Company's €350 million Revolving Credit Facility (RCF) in the second quarter.

      The Company had financial liquidity in excess of $870 million, including its cash position and RCF as of September 30, 2020.

      Business Outlook

      The following forward-looking statements reflect Criteo's expectations as of October 28, 2020.

      As of now, we continue to see a significant impact to our business related to the pandemic, continued economic uncertainty, customer demand and supply chain logistics of our clients.

      Fourth quarter 2020 guidance:

      • We expect Revenue ex-TAC to be between $223 million and $230 million, implying constant-currency decline of approximately 15% at the midpoint.
        • Assumes less concentrated peak Holiday Season compared to prior years
        • Assumes continued slow rebound in our Travel and Classifieds verticals
        • Assumes $17M negative impact from Privacy headwinds in the fourth quarter
      • We expect Adjusted EBITDA to be between $81 million and $88 million.

      The above guidance for the fourth quarter ending December 31, 2020, assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.882, a U.S. dollar-Japanese Yen rate of 107, a U.S. dollar-British pound rate of 0.79, a U.S. dollar-Korean Won rate of 1,196 and a U.S. dollar-Brazilian real rate of 5.23.

      The above guidance assumes no acquisitions are completed during the fourth quarter ending December 31, 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 related and transformation costs, acquisition-related costs and deferred price consideration.

      During the period, we have broadened the definition of Adjusted EBITDA to exclude costs related to restructuring and transformation costs, in addition to restructuring charges previously excluded. 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 related and transformation 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 related and transformation 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 related and transformation 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 related and transformation 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 December 31, 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 COVID-19 pandemic 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 senior management team will discuss the Company's earnings and provide a strategic update on a call that will take place today, October 28, 2020, at 8:00 AM EDT, 1:00 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. 2,600 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, SVP, Market Relations & Capital Markets, e.lassalle@criteo.com
      Clemence Vermersch, Associate, Investor Relations, c.vermersch@criteo.com

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

      Financial information to follow

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




      December 31, 2019


      September 30, 2020

      Assets





      Current assets:





      Cash and cash equivalents


      $

      418,763



      $

      626,744


       Trade receivables, net of allowances of $16.1 million and $38.3
        million at December 31, 2019 and September 30, 2020, respectively 


      481,732



      335,583


      Income taxes


      21,817



      11,422


      Other taxes


      60,924



      58,123


      Other current assets


      17,225



      19,278


      Total current assets


      1,000,461



      1,051,150


      Property, plant and equipment, net


      194,161



      195,679


      Intangible assets, net


      86,886



      78,340


      Goodwill


      317,100



      319,595


      Right of Use Asset - operating lease


      142,044



      120,283


      Marketable securities


      —



      23,416


      Non-current financial assets


      21,747



      20,174


      Deferred tax assets


      27,985



      34,731


          Total non-current assets


      789,923



      792,218


      Total assets


      $

      1,790,384



      $

      1,843,368







      Liabilities and shareholders' equity





      Current liabilities:





      Trade payables


      $

      390,277



      $

      293,480


      Contingencies


      6,385



      960


      Income taxes


      3,422



      276


      Financial liabilities - current portion


      3,636



      167,033


      Lease liability - operating - current portion


      45,853



      48,691


      Other taxes


      50,099



      45,998


      Employee - related payables


      74,781



      68,709


      Other current liabilities


      35,886



      43,299


      Total current liabilities


      610,339



      668,446


      Deferred tax liabilities


      9,272



      8,439


      Retirement benefit obligation


      8,485



      10,634


      Financial liabilities - non-current portion


      769



      44


      Lease liability - operating - non-current portion


      117,988



      90,560


      Other non-current liabilities


      5,543



      3,333


          Total non-current liabilities


      142,057



      113,010


      Total liabilities


      752,396



      781,456


      Commitments and contingencies





      Shareholders' equity:





      Common shares, €0.025 par value, 66,197,181 and 66,083,172 shares authorized, issued and outstanding at December 31, 2019 and September 30, 2020, respectively.


      2,158



      2,155


      Treasury stock, 3,903,673 and 5,989,258 shares at cost as of December 31, 2019 and September 30, 2020, respectively.


      (74,900)



      (92,450)


      Additional paid-in capital


      668,389



      685,841


      Accumulated other comprehensive loss


      (40,105)



      (19,658)


      Retained earnings


      451,725



      452,932


      Equity - attributable to shareholders of Criteo S.A.


      1,007,267



      1,028,820


      Non-controlling interests


      30,721



      33,092


      Total equity


      1,037,988



      1,061,912


      Total equity and liabilities


      $

      1,790,384



      $

      1,843,368


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




      Three Months Ended




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Revenue


      $

      522,606



      $

      470,345



      (10)

      %


      $

      1,608,876



      $

      1,411,335



      (12)

      %














      Cost of revenue













      Traffic acquisition cost


      (301,901)



      (284,401)



      (6)

      %


      (928,559)



      (839,463)



      (10)

      %

      Other cost of revenue


      (31,101)



      (34,608)



      11

      %


      (86,205)



      (102,328)



      19

      %














      Gross profit


      189,604



      151,336



      (20)

      %


      594,112



      469,544



      (21)

      %














      Operating expenses:













      Research and development expenses


      (41,414)



      (30,954)



      (25)

      %


      (132,006)



      (99,716)



      (24)

      %

      Sales and operations expenses


      (85,985)



      (83,659)



      (3)

      %


      (277,397)



      (244,414)



      (12)

      %

      General and administrative expenses


      (32,835)



      (28,672)



      (13)

      %


      (102,372)



      (83,772)



      (18)

      %

      Total Operating expenses


      (160,234)



      (143,285)



      (11)

      %


      (511,775)



      (427,902)



      (16)

      %

      Income from operations


      29,370



      8,051



      (73)

      %


      82,337



      41,642



      (49)

      %

      Financial expense


      (900)



      (491)



      (45)

      %


      (4,228)



      (1,828)



      (57)

      %

      Income before taxes


      28,470



      7,560



      (73)

      %


      78,109



      39,814



      (49)

      %

      Provision for income taxes


      (7,913)



      (2,267)



      (71)

      %


      (23,614)



      (11,943)



      (49)

      %

      Net Income


      $

      20,557



      $

      5,293



      (74)

      %


      $

      54,495



      $

      27,871



      (49)

      %














      Net income available to shareholders of Criteo S.A.


      $

      18,778



      $

      5,227



      (72)

      %


      $

      48,721



      $

      26,402



      (46)

      %

      Net income available to non-controlling interests


      $

      1,779



      $

      66



      (96)

      %


      $

      5,774



      $

      1,469



      (75)

      %














      Weighted average shares outstanding used in computing per share amounts:













      Basic


      64,868,545



      60,080,598





      64,600,869



      61,059,345




      Diluted


      66,067,045



      61,027,795





      65,916,219



      61,644,827

















      Net income allocated to shareholders per share:













      Basic


      $

      0.29



      $

      0.09



      (69)

      %


      $

      0.75



      $

      0.43



      (43)

      %

      Diluted


      $

      0.28



      $

      0.09



      (68)

      %


      $

      0.74



      $

      0.43



      (42)

      %

      CRITEO S.A.

      Consolidated Statement of Cash Flows

      (U.S. dollars in thousands, unaudited)




      Three Months Ended




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Net income


      $

      20,557



      $

      5,293



      (74)

      %


      $

      54,495



      $

      27,871



      (49)

      %

      Non-cash and non-operating items


      18,776



      39,831



      NM


      72,735



      105,742



      45

      %

                 - Amortization and provisions


      19,455



      24,680



      27

      %


      57,381



      79,631



      39

      %

                 - Equity awards compensation expense (1)


      11,165



      6,803



      (39)

      %


      36,760



      22,465



      (39)

      %

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


      —



      591



      NM



      —



      2,734



      NM


                 - Change in deferred taxes


      (2,710)



      (80)



      (97)

      %


      (1,374)



      (7,697)



      NM


                 - Change in income taxes


      (9,309)



      6,684



      NM



      (19,939)



      7,411



      NM


                 - Other


      175



      1,153



      NM



      (93)



      1,198



      NM


      Changes in working capital related to operating activities


      3,956



      6,032



      52

      %


      36,243



      7,663



      (79)

      %

                 - (Increase) / Decrease in trade receivables


      14,821



      (4,177)



      NM



      120,164



      122,529



      2

      %

                 - Increase / (Decrease) in trade payables


      (4,415)



      8,494



      NM



      (77,895)



      (95,303)



      22

      %

                 - (Increase) / Decrease in other current assets


      638



      (2,762)



      NM



      2,150



      2,288



      6

      %

                 - Increase / (Decrease) in other current liabilities


      (10,177)



      6,303



      NM



      (4,726)



      (20,145)



      NM


                 - Change in operating lease liabilities and right of use assets


      3,089



      (1,826)



      NM



      (3,450)



      (1,706)



      (51)

      %

      CASH FROM OPERATING ACTIVITIES


      43,289



      51,156



      18

      %


      163,473



      141,276



      (14)

      %

      Acquisition of intangible assets, property, plant and equipment


      (27,239)



      (16,308)



      (40)

      %


      (69,343)



      (57,037)



      (18)

      %

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


      3,295



      3,410



      3

      %


      (11,077)



      13,870



      NM


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


      106



      (3)



      NM



      (4,582)



      (3)



      (100)

      %

      Change in other non-current financial assets


      (165)



      (280)



      70

      %


      (1,349)



      (20,629)



      NM


      CASH USED FOR INVESTING ACTIVITIES


      (24,003)



      (13,181)



      (45)

      %


      (86,351)



      (63,799)



      (26)

      %

      Proceeds from borrowings under line-of-credit agreement


      —



      3,193



      NM



      —



      157,503



      NM


      Repayment of borrowings


      (167)



      (12)



      (93)

      %


      (506)



      (181)



      (64)

      %

      Proceeds from capital increase


      725



      117



      (84)

      %


      638



      101



      (84)

      %

      Repurchase of treasury stocks


      (17,603)



      (10,554)



      (40)

      %


      (17,603)



      (43,655)



      NM


      Change in other financial liabilities


      (928)



      (1,083)



      17

      %


      (1,167)



      (2,010)



      72

      %

      CASH (USED FOR) FROM FINANCING ACTIVITIES


      (17,973)



      (8,339)



      (54)

      %


      (18,638)



      111,758



      NM


      Effect of exchange rates changes on cash and cash equivalents


      (14,188)



      18,927



      NM



      (13,732)



      18,746



      NM


      Net increase (decrease) in cash and cash equivalents


      (12,875)



      48,563



      NM



      44,752



      207,981



      NM


      Net cash and cash equivalents at beginning of period


      422,053



      578,181



      37

      %


      364,426



      418,763



      15

      %

      Net cash and cash equivalents at end of period


      $

      409,178



      $

      626,744



      53

      %


      $

      409,178



      $

      626,744



      53

      %














      SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION













      Cash paid for taxes, net of refunds


      $

      (19,932)



      $

      4,337



      NM



      $

      (44,927)



      $

      (12,229)



      (73)

      %

      Cash paid for interest


      $

      (337)



      $

      (153)



      (55)

      %


      $

      (1,095)



      $

      (819)



      (25)

      %

      (1) 

      Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $10.8 million and $6.5 million of equity awards compensation expense for the quarter ended September 30, 2019 and 2020, respectively, and $35.7 million and $21.4 million of equity awards compensation for the nine months ended September 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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      CASH FROM OPERATING ACTIVITIES


      $

      43,289



      $

      51,156



      18

      %


      $

      163,473



      $

      141,276



      (14)

      %

      Acquisition of intangible assets, property, plant and equipment


      (27,239)



      (16,308)



      (40)

      %


      (69,343)



      (57,037)



      (18)

      %

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


      3,295



      3,410



      3

      %


      (11,077)



      13,870



      NM


      FREE CASH FLOW (1)


      $

      19,345



      $

      38,258



      98

      %


      $

      83,053



      $

      98,109



      18

      %

      (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






      Nine Months Ended








      September 30,






      September 30,






      Region


      2019


      2020


      YoY Change


      YoY Change at Constant Currency


      2019


      2020


      YoY Change


      YoY Change at Constant Currency

      Revenue


















      Americas


      $

      213,937



      $

      204,618



      (4)

      %


      (3)

      %


      $

      645,904



      $

      582,037



      (10)

      %


      (9)

      %


      EMEA


      185,556



      167,800



      (10)

      %


      (13)

      %


      589,558



      517,535



      (12)

      %


      (12)

      %


      Asia-Pacific


      123,113



      97,927



      (20)

      %


      (21)

      %


      373,414



      311,763



      (17)

      %


      (17)

      %


      Total


      522,606



      470,345



      (10)

      %


      (11)

      %


      1,608,876



      1,411,335



      (12)

      %


      (12)

      %



















      Traffic acquisition costs


















      Americas


      (129,047)



      (130,756)



      1

      %


      3

      %


      (390,083)



      (366,095)



      (6)

      %


      (5)

      %


      EMEA


      (103,899)



      (97,272)



      (6)

      %


      (10)

      %


      (328,591)



      (295,822)



      (10)

      %


      (9)

      %


      Asia-Pacific


      (68,955)



      (56,373)



      (18)

      %


      (19)

      %


      (209,885)



      (177,546)



      (15)

      %


      (16)

      %


      Total


      (301,901)



      (284,401)



      (6)

      %


      (7)

      %


      (928,559)



      (839,463)



      (10)

      %


      (9)

      %



















      Revenue ex-TAC (1)


















      Americas


      84,890



      73,862



      (13)

      %


      (11)

      %


      255,821



      215,942



      (16)

      %


      (14)

      %


      EMEA


      81,657



      70,528



      (14)

      %


      (17)

      %


      260,967



      221,713



      (15)

      %


      (14)

      %


      Asia-Pacific


      54,158



      41,554



      (23)

      %


      (24)

      %


      163,529



      134,217



      (18)

      %


      (18)

      %


      Total


      $

      220,705



      $

      185,944



      (16)

      %


      (16)

      %


      $

      680,317



      $

      571,872



      (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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Net income


      $

      20,557



      $

      5,293



      (74)

      %


      $

      54,495



      $

      27,871



      (49)

      %

      Adjustments:













      Financial expense


      900



      491



      (45)

      %


      4,228



      1,828



      (57)

      %

      Provision for income taxes


      7,913



      2,267



      (71)

      %


      23,614



      11,943



      (49)

      %

      Equity awards compensation expense


      11,770



      6,803



      (42)

      %


      40,043



      22,465



      (44)

      %

      Research and development


      3,230



      3,333



      3

      %


      11,458



      7,771



      (32)

      %

      Sales and operations


      4,398



      3,190



      (27)

      %


      16,292



      8,380



      (49)

      %

      General and administrative


      4,142



      280



      (93)

      %


      12,293



      6,314



      (49)

      %

      Pension service costs


      388



      572



      47

      %


      1,173



      1,649



      41

      %

      Research and development


      188



      286



      52

      %


      572



      824



      44

      %

      Sales and operations


      71



      101



      42

      %


      214



      291



      36

      %

      General and administrative


      129



      185



      43

      %


      387



      534



      38

      %

      Depreciation and amortization expense


      22,388



      21,752



      (3)

      %


      62,999



      66,098



      5

      %

      Cost of revenue


      12,193



      14,712



      21

      %


      32,175



      40,581



      26

      %

      Research and development (1)


      4,249



      1,721



      (59)

      %


      11,260



      9,029



      (20)

      %

      Sales and operations


      4,178



      4,176



      —

      %


      14,151



      12,737



      (10)

      %

      General and administrative


      1,768



      1,143



      (35)

      %


      5,413



      3,751



      (31)

      %

      Acquisition-related costs


      —



      112



      NM



      —



      112



      NM


      General and administrative


      —



      112



      NM



      —



      112



      NM


      Restructuring related and transformation costs (2)


      303



      12,181



      NM



      2,921



      15,606



      NM


      Research and development


      172



      1,985



      NM



      296



      3,493



      NM


      Sales and operations


      131



      5,357



      NM



      2,196



      6,793



      NM


      General and administrative


      —



      4,839



      NM



      429



      5,320



      NM


      Total net adjustments


      43,662



      44,178



      1

      %


      134,978



      119,701



      (11)

      %

      Adjusted EBITDA (3)


      $

      64,219



      $

      49,471



      (23)

      %


      $

      189,473



      $

      147,572



      (22)

      %

      (1) 

      For the  Nine Months Ended September 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 Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:


      Three Months Ended

      Nine Months Ended


      September 30,

      September 30,


      2019


      2020

      2019


      2020

      (Gain) from forfeitures of share-based compensation awards

      (606)



      —


      (3,284)



      —


      Depreciation and amortization expense

      —



      —


      1,228



      —


      Facilities and impairment related costs

      —



      7,023


      1,647



      8,817


      Payroll related costs

      909



      2,858


      3,330



      4,489


      Consulting costs related to transformation

      —



      2,300


      —



      2,300


      Total restructuring related and transformation costs

      303



      12,181


      2,921



      15,606


      For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.





      (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 related and transformation 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 related and transformation 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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Research and Development expenses


      $

      (41,414)



      $

      (30,954)



      (25)

      %


      $

      (132,006)



      $

      (99,716)



      (24)

      %

      Equity awards compensation expense


      3,230



      3,333



      3

      %


      11,458



      7,771



      (32)

      %

      Depreciation and Amortization expense (1)


      4,249



      1,721



      (59)

      %


      11,260



      9,029



      (20)

      %

      Pension service costs


      188



      286



      52

      %


      572



      824



      44

      %

      Restructuring related and transformation costs (2)


      172



      1,985



      NM



      296



      3,493



      NM


      Non GAAP - Research and Development expenses


      (33,575)



      (23,629)



      (30)

      %


      (108,420)



      (78,599)



      (28)

      %

      Sales and Operations expenses


      (85,985)



      (83,659)



      (3)

      %


      (277,397)



      (244,414)



      (12)

      %

      Equity awards compensation expense


      4,398



      3,190



      (27)

      %


      16,292



      8,380



      (49)

      %

      Depreciation and Amortization expense


      4,178



      4,176



      —

      %


      14,151



      12,737



      (10)

      %

      Pension service costs


      71



      101



      42

      %


      214



      291



      36

      %

      Restructuring related and transformation costs (2)


      131



      5,357



      NM



      2,196



      6,793



      NM


      Non GAAP - Sales and Operations expenses


      (77,207)



      (70,835)



      (8)

      %


      (244,544)



      (216,213)



      (12)

      %

      General and Administrative expenses


      (32,835)



      (28,672)



      (13)

      %


      (102,372)



      (83,772)



      (18)

      %

      Equity awards compensation expense


      4,142



      280



      (93)

      %


      12,293



      6,314



      (49)

      %

      Depreciation and Amortization expense


      1,768



      1,143



      (35)

      %


      5,413



      3,751



      (31)

      %

      Pension service costs


      129



      185



      43

      %


      387



      534



      38

      %

      Acquisition related costs


      —



      112



      NM



      —



      112



      NM


      Restructuring related and transformation costs (2)


      —



      4,839



      NM



      429



      5,320



      NM


      Non GAAP - General and Administrative expenses


      (26,796)



      (22,113)



      (17)

      %


      (83,850)



      (67,741)



      (19)

      %

      Total Operating expenses


      (160,234)



      (143,285)



      (11)

      %


      (511,775)



      (427,902)



      (16)

      %

      Equity awards compensation expense


      11,770



      6,803



      (42)

      %


      40,043



      22,465



      (44)

      %

      Depreciation and Amortization expense (1)


      10,195



      7,040



      (31)

      %


      30,824



      25,517



      (17)

      %

      Pension service costs


      388



      572



      47

      %


      1,173



      1,649



      41

      %

      Acquisition-related costs


      —



      112



      NM



      —



      112



      NM


      Restructuring related and transformation costs (2)


      303



      12,181



      NM



      2,921



      15,606



      NM


      Total Non GAAP Operating expenses (3)


      $

      (137,578)



      $

      (116,577)



      (15)

      %


      $

      (436,814)



      $

      (362,553)



      (17)

      %

      (1)

      For the  Nine Months Ended September 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 Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy.


      Three Months Ended

      Nine Months Ended


      September 30,

      September 30,


      2019


      2020

      2019


      2020

      (Gain) from forfeitures of share-based compensation awards

      (606)



      —


      (3,284)



      —


      Depreciation and amortization expense

      —



      —


      1,228



      —


      Facilities and impairment related costs

      —



      7,023


      1,647



      8,817


      Payroll related costs

      909



      2,858


      3,330



      4,489


      Consulting costs related to transformation

      —



      2,300


      —



      2,300


      Total restructuring related and transformation costs

      303



      12,181


      2,921



      15,606


      For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities





      (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 related and transformation 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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change

      Equity awards compensation expense













      Research and development


      $

      3,230



      $

      3,333



      3

      %


      $

      11,458



      $

      7,771



      (32)

      %

      Sales and operations


      4,398



      3,190



      (27)

      %


      16,292



      8,380



      (49)

      %

      General and administrative


      4,142



      280



      (93)

      %


      12,293



      6,314



      (49)

      %

      Total equity awards compensation expense


      11,770



      6,803



      (42)

      %


      40,043



      22,465



      (44)

      %














      Pension service costs













      Research and development


      188



      286



      52

      %


      572



      824



      44

      %

      Sales and operations


      71



      101



      42

      %


      214



      291



      36

      %

      General and administrative


      129



      185



      43

      %


      387



      534



      38

      %

      Total pension service costs


      388



      572



      47

      %


      1,173



      1,649



      41

      %














      Depreciation and amortization expense













      Cost of revenue


      12,193



      14,712



      21

      %


      32,175



      40,581



      26

      %

      Research and development (1)


      4,249



      1,721



      (59)

      %


      11,260



      9,029



      (20)

      %

      Sales and operations


      4,178



      4,176



      —

      %


      14,151



      12,737



      (10)

      %

      General and administrative


      1,768



      1,143



      (35)

      %


      5,413



      3,751



      (31)

      %

      Total depreciation and amortization expense


      22,388



      21,752



      (3)

      %


      62,999



      66,098



      5

      %














      Acquisition-related costs













      General and administrative


      —



      112



      NM



      —



      112



      NM


      Total acquisition-related costs


      —



      112



      NM



      —



      112



      NM















      Restructuring related and transformation costs (2)













      Research and development


      172



      1,985



      NM



      296



      3,493



      NM


      Sales and operations


      131



      5,357



      NM



      2,196



      6,793



      NM


      General and administrative


      —



      4,839



      NM



      429



      5,320



      NM


      Total restructuring related and transformation costs


      $

      303



      $

      12,181



      NM



      $

      2,921



      $

      15,606



      NM


      (1)

      For the  Nine Months Ended September 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 Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy: 


      Three Months Ended

      Nine Months Ended


      September 30,

      September 30,


      2019


      2020

      2019


      2020

      (Gain) from forfeitures of share-based compensation awards

      (606)



      —


      (3,284)



      —


      Depreciation and amortization expense

      —



      —


      1,228



      —


      Facilities and impairment related costs

      —



      7,023


      1,647



      8,817


      Payroll related costs

      909



      2,858


      3,330



      4,489


      Consulting costs related to transformation

      —



      2,300


      —



      2,300


      Total restructuring related and transformation costs

      303



      12,181


      2,921



      15,606


      For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and
      $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.

      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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Net income


      $

      20,557



      $

      5,293



      (74)

      %


      $

      54,495



      $

      27,871



      (49)

      %

      Adjustments:













      Equity awards compensation expense


      11,770



      6,803



      (42)

      %


      40,043



      22,465



      (44)

      %

      Amortization of acquisition-related intangible assets (1)


      5,456



      2,899



      (47)

      %


      16,393



      12,594



      (23)

      %

      Acquisition-related costs


      —



      112



      NM


      —



      112



      NM

      Restructuring related and transformation costs (2)


      303



      12,181



      NM


      2,921



      15,606



      NM

      Tax impact of the above adjustments


      (2,640)



      (2,986)



      13

      %


      (7,971)



      (5,611)



      (30)

      %

      Total net adjustments


      14,889



      19,009



      28

      %


      51,386



      45,166



      (12)

      %

      Adjusted net income (3)


      $

      35,446



      $

      24,302



      (31)

      %


      $

      105,881



      $

      73,037



      (31)

      %














      Weighted average shares outstanding













       - Basic


      64,868,545



      60,080,598





      64,600,869



      61,059,345




       - Diluted


      66,067,045



      61,027,795





      65,916,219



      61,644,827

















      Adjusted net income per share













       - Basic


      $

      0.55



      $

      0.40



      (27)

      %


      $

      1.64



      $

      1.20



      (27)

      %

       - Diluted


      $

      0.54



      $

      0.40



      (26)

      %


      $

      1.61



      $

      1.18



      (27)

      %

      (1)

      For the  Nine Months Ended September 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 Nine Months Ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation costs  following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:


      Three Months Ended

      Nine Months Ended


      September 30,

      September 30,


      2019


      2020

      2019


      2020

      (Gain) from forfeitures of share-based compensation awards

      (606)



      —


      (3,284)



      —


      Depreciation and amortization expense

      —



      —


      1,228



      —


      Facilities and impairment related costs

      —



      7,023


      1,647



      8,817


      Payroll related costs

      909



      2,858


      3,330



      4,489


      Consulting costs related to transformation

      —



      2,300


      —



      2,300


      Total restructuring related and transformation costs

      303



      12,181


      2,921



      15,606


      For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.





      (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 related and transformation 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 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




      Nine Months Ended





      September 30,




      September 30,





      2019


      2020


      YoY Change


      2019


      2020


      YoY Change














      Revenue as reported


      $

      522,606



      $

      470,345



      (10)

      %


      $

      1,608,876



      $

      1,411,335



      (12)

      %

      Conversion impact U.S. dollar/other currencies




      (3,800)







      11,732




      Revenue at constant currency(1)


      522,606



      466,545



      (11)

      %


      1,608,876



      1,423,067



      (12)

      %














      Traffic acquisition costs as reported


      (301,901)



      (284,401)



      (6)

      %


      (928,559)



      (839,463)



      (10)

      %

      Conversion impact U.S. dollar/other currencies




      2,183







      (6,473)




      Traffic Acquisition Costs at constant currency(1)


      (301,901)



      (282,218)



      (7)

      %


      (928,559)



      (845,936)



      (9)

      %














      Revenue ex-TAC as reported(2)


      220,705



      185,944



      (16)

      %


      680,317



      571,872



      (16)

      %

      Conversion impact U.S. dollar/other currencies




      (1,617)







      5,259




      Revenue ex-TAC at constant currency(2)


      220,705



      184,327



      (16)

      %


      680,317



      577,131



      (15)

      %

      Revenue ex-TAC(2)/Revenue as reported


      42

      %


      40

      %




      42

      %


      41

      %
















      Other cost of revenue as reported


      (31,101)



      (34,608)



      11

      %


      (86,205)



      (102,328)



      19

      %

      Conversion impact U.S. dollar/other currencies




      (303)







      (1,271)




      Other cost of revenue at constant currency(1)


      (31,101)



      (34,911)



      12

      %


      (86,205)



      (103,599)



      20

      %














      Adjusted EBITDA(3)


      64,219



      49,471



      (23)

      %


      189,473



      147,572



      (22)

      %

      Conversion impact U.S. dollar/other currencies




      (2,399)







      (182)




      Adjusted EBITDA(3) at constant currency(1)


      $

      64,219



      $

      47,072



      (27)

      %


      $

      189,473



      $

      147,390



      (22)

      %

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


      29

      %


      27

      %




      28

      %


      26

      %



      (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)




      Nine Months Ended



      September 30,



      2019



      2020


      Shares outstanding as at January 1,


      64,249,084



      62,293,508


      Weighted average number of shares issued during the period


      351,785



      (1,234,163)


      Basic number of shares - Basic EPS basis


      64,600,869



      61,059,345


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


      1,315,350



      585,482


      Diluted number of shares - Diluted EPS basis


      65,916,219



      61,644,827







      Shares issued as at September 30, before Treasury stocks


      66,173,983



      66,083,172


      Treasury stock as of September 30,


      (1,807,251)



      (5,989,258)


      Shares outstanding as of September 30, after Treasury stocks


      64,366,732



      60,093,914


      Total dilutive effect of share options, warrants, employee warrants


      8,494,732



      7,581,847


      Fully diluted shares as at September 30,


      72,861,464



      67,675,761


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



      Q3
      2018

      Q4
      2018

      Q1
      2019

      Q2
      2019

      Q3
      2019

      Q4
      2019

      Q1
      2020

      Q2
      2020

      Q3
      2020

      YoY
      Change

      QoQ Change















      Clients

      19,213

      19,419

      19,373

      19,733

      19,971

      20,247

      20,360

      20,359

      20,565

      3%

      1%















      Revenue 

      528,869

      670,096

      558,123

      528,147

      522,606

      652,640

      503,376

      437,614

      470,345

      (10)%

      7%


      Americas

      211,247

      317,350

      217,993

      213,974

      213,937

      306,250

      191,745

      185,674

      204,618

      (4)%

      10%


      EMEA

      195,230

      220,904

      209,643

      194,359

      185,556

      216,639

      190,114

      159,621

      167,800

      (10)%

      5%


      APAC

      122,392

      131,842

      130,487

      119,814

      123,113

      129,751

      121,517

      92,319

      97,927

      (20)%

      6%















      TAC

      (305,387)

      (398,238)

      (322,429)

      (304,229)

      (301,901)

      (386,388)

      (297,364)

      (257,698)

      (284,401)

      (6)%

      10%


      Americas

      (126,406)

      (196,168)

      (131,545)

      (129,491)

      (129,047)

      (189,092)

      (120,022)

      (115,317)

      (130,756)

      1%

      13%


      EMEA

      (111,131)

      (128,053)

      (117,291)

      (107,401)

      (103,899)

      (124,939)

      (108,397)

      (90,153)

      (97,272)

      (6)%

      8%


      APAC

      (67,850)

      (74,017)

      (73,593)

      (67,337)

      (68,955)

      (72,357)

      (68,945)

      (52,228)

      (56,373)

      (18)%

      8%















      Revenue ex-TAC (1)

      223,482

      271,858

      235,694

      223,918

      220,705

      266,252

      206,012

      179,916

      185,944

      (16)%

      3%


      Americas

      84,841

      121,182

      86,448

      84,483

      84,890

      117,158

      71,723

      70,357

      73,862

      (13)%

      5%


      EMEA

      84,099

      92,851

      92,352

      86,958

      81,657

      91,700

      81,717

      69,468

      70,528

      (14)%

      2%


      APAC

      54,542

      57,825

      56,894

      52,477

      54,158

      57,394

      52,572

      40,091

      41,554

      (23)%

      4%















      Cash flow from operating activities 

      50,256

      85,600

      67,220

      52,964

      43,289

      59,359

      56,743

      33,377

      51,156

      18%

      53%















      Capital expenditures

      29,656

      45,408

      23,684

      32,792

      23,944

      17,520

      11,737

      18,532

      12,898

      (46)%

      (30)%















      Capital expenditures/Revenue

      6%

      7%

      4%

      6%

      5%

      3%

      2%

      4%

      3%

      N.A

      N.A















      Net cash position

      458,690

      364,426

      395,771

      422,053

      409,178

      418,763

      436,506

      578,181

      626,744

      53%

      8%















      Headcount

      2,737

      2,744

      2,813

      2,873

      2,794

      2,755

      2,701

      2,685

      2,636

      (6)%

      (2)%















      Days Sales
      Outstanding (days -
      end of month)

      60

      58

      59

      58

      57

      52

      62

      61

      62

      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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