0001576427false00015764272024-08-012024-08-01

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 1, 2024
Date of Report (Date of earliest event reported)
 
CRITEO S.A.
(Exact name of registrant as specified in its charter)
 
France 001-36153 Not Applicable
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
32 Rue BlancheParisFrance 75009
(Address of principal executive offices) (Zip Code)
+33 17 585 0939
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per shareCRTONasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*Nasdaq Global Select Market

*Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



ITEM 2.02 Results of Operations and Financial Condition

On August 1, 2024, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.


ITEM 9.01 Financial Statements and Exhibits.
 
 (d)Exhibits
Exhibit
Number		  Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Criteo S.A.
Date: August 1, 2024By:/s/ Sarah Glickman
Name:Sarah Glickman
Title:Chief Financial Officer



Exhibit 99.1
criteologo2021a.jpg
CRITEO REPORTS RECORD SECOND QUARTER 2024 RESULTS

Raises Full Year 2024 Outlook
Announces Retail Media Investor Update on November 18, 2024

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

Second Quarter 2024 Financial Highlights:

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

Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY Change20242023YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$471$4691%$921$9141%
Gross Profit$233$20017%$450$38118%
Net Income (loss)$28$(2)NM$37$(14)361%
Gross Profit margin49%43%6ppt49%42%7 ppt
Diluted EPS$0.46$(0.05)NM$0.58$(0.26)323%
Cash from operating activities$17$1NM$31$43(28)%
Cash and cash equivalents$217$223(3)%$217$223(3)%
Non-GAAP Results1
Contribution ex-TAC$267$24011%$521$46113%
Adjusted EBITDA$93$5667%$164$9573%
Adjusted diluted EPS$1.08$0.53104%$1.88$1.0383%
Free Cash Flow (FCF)$(4)$(44)91%$(3)$(35)91%
FCF / Adjusted EBITDA(4)%(79)%75ppt(2)%(37)%35 ppt

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

Operating Highlights

•Retail Media Contribution ex-TAC grew 24% year-over-year at constant currency2 and same-retailer Contribution ex-TAC3 retention for Retail Media was 131%.
•We expanded our platform adoption to 2,900 brands and 225 retailers and marketplaces, including Dollar General, QVC, Belk, MyTheresa, Selfridges and Grab.
•We announced a strategic collaboration with Microsoft Advertising to drive Retail Media growth.
•Performance Media4 Contribution ex-TAC was up 11% year-over-year at constant currency.
•Criteo's activated media spend5 was $4.3 billion in the last 12 months and $1.0 billion in Q2 2024, growing 7% year-over-year at constant currency2.
•We deployed $102 million of capital for share repurchases in the first half of 2024.
•Ernst Teunissen was appointed to the Company's Board of Directors at the 2024 Annual Meeting of Shareholders.



___________________________________________________
1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
3 Same-retailer Contribution ex-TAC retention is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us the same quarter in the following year.
4 Beginning with the first quarter of 2024, Criteo changed its segment reporting structure to two reportable segments: Retail Media and Performance Media. See the Form 8-K filed with the SEC on March 4, 2024 for more details.
5 Activated media spend is defined as the media spend activated on behalf of our Retail Media clients and our Performance Media clients.
1

Financial Summary

Revenue for Q2 2024 was $471 million, gross profit was $233 million and Contribution ex-TAC was $267 million. Net income for Q2 was $28 million, or $0.46 per share on a diluted basis. Adjusted EBITDA for Q2 was $93 million, resulting in an adjusted diluted EPS of $1.08. As reported, revenue for Q2 increased by 1%, gross profit increased 17% and Contribution ex-TAC increased by 11%. At constant currency, revenue for Q2 increased by 3% and Contribution ex-TAC increased by 14%. Cash flow from operating activities was $17 million in Q2 and Free Cash Flow was $(4) million in Q2. As of June 30, 2024, we had $239 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “We are raising our full-year 2024 guidance after another record quarter in Q2. We enter the second half of the year in a position of strength and confidence to deliver double-digit growth with continued margin expansion.”

Second Quarter 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

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

•Retail Media revenue increased 23%, or 23% at constant currency, reflecting continued strength in Retail Media onsite. Retail Media Contribution ex-TAC increased 24%, or 24% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform.
•Performance Media revenue decreased (2)%, or increased 1% at constant currency, and Performance Media Contribution ex-TAC increased 8%, or 11% at constant currency, driven by the continued traction of Commerce Audiences as more clients adopt full funnel activation.

Net Income (Loss) and Adjusted Net Income

Net income was $28 million in Q2 2024 (Q2 2023: net loss of $(2) million). Net income allocated to shareholders of Criteo was $27 million, or $0.46 per share on a diluted basis (Q2 2023: net loss available to shareholders of $(3) million, or $(0.05) per share on a diluted basis).

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

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $93 million, representing an increase of 67% year-over-year (Q2 2023: $56 million). This primarily reflects higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 35% (Q2 2023: 23%).

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

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $17 million in Q2 2024 (Q2 2023: $1 million).

Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, was $(4) million in Q2 2024 (Q2 2023: $(44) million). On a trailing 12-month basis, Free Cash Flow was $142 million.

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

As of June 30, 2024, the Company had total financial liquidity of approximately $675 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.







2


2024 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of August 1, 2024.

Fiscal year 2024 guidance:
•We now expect Contribution ex-TAC to grow +10% to +12% at constant currency, compared to our previous guidance of high-single-digit growth at constant currency.
•We now expect an Adjusted EBITDA margin of approximately 32% of Contribution ex-TAC, compared to our previous guidance of approximately 31% of Contribution ex-TAC.

Third quarter 2024 guidance:
•We expect Contribution ex-TAC between $264 million and $268 million, or year-over-year growth at constant-currency of +8% to +10%.
•We expect Adjusted EBITDA between $72 million and $76 million.

The guidance for the second quarter and fiscal year ending December 31, 2024 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.922, a U.S. dollar-Japanese Yen rate of 155, a U.S. dollar-British pound rate of 0.787, a U.S. dollar-Korean Won rate of 1,363 and a U.S. dollar-Brazilian real rate of 5.15.

The guidance assumes that no additional acquisitions are completed during the third quarter of 2024 or the fiscal year ended December 31, 2024.

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

Retail Media Investor Update

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


3

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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

Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

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


4

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

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2024 and the year ending December 31, 2024, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and volatile interest rates in the U.S. have impacted Criteo's business, financial condition, cash flow and results of operations.

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



5

Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, August 1, 2024, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

•United States:         +1 800 836 8184
•International:            +1 646 357 8785
•France                080-094-5120

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

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, m.dambre@criteo.com

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

Financial information to follow

6

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

June 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$216,698 $336,341 
Trade receivables, net of allowances of $ 38.7 million and $ 43.3 million at June 30, 2024 and December 31, 2023, respectively
632,749 775,589 
Income taxes16,673 2,065 
Other taxes132,465 109,306 
Other current assets49,021 48,291 
Restricted cash
75,000 75,000 
Marketable securities - current portion16,480 5,970 
Total current assets1,139,086 1,352,562 
Property, plant and equipment, net115,886 126,494 
Intangible assets, net172,744 180,888 
Goodwill519,924 524,197 
Right of Use Asset - operating lease103,507 112,487 
Marketable securities - non current portion5,353 16,575 
Non-current financial assets5,441 5,294 
Other non-current assets59,699 60,742 
Deferred tax assets46,226 52,680 
    Total non-current assets1,028,780 1,079,357 
Total assets$2,167,866 $2,431,919 
Liabilities and shareholders' equity
Current liabilities:
Trade payables$635,208 $838,522 
Contingencies - current portion1,373 1,467 
Income taxes3,334 17,213 
Financial liabilities - current portion7,020 3,389 
Lease liability - operating - current portion27,736 35,398 
Other taxes89,322 66,659 
Employee - related payables94,166 113,287 
Other current liabilities97,733 104,552 
Total current liabilities955,892 1,180,487 
Deferred tax liabilities3,061 1,083 
Defined benefit plans4,231 4,123 
Financial liabilities - non current portion306 77 
Lease liability - operating - non current portion78,801 83,051 
Contingencies - non current portion32,625 32,625 
Other non-current liabilities19,760 19,082 
    Total non-current liabilities138,784 140,041 
Total liabilities1,094,676 1,320,528 
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 59,063,486 and 61,165,663 shares authorized, issued and outstanding at June 30, 2024 and December 31, 2023, respectively.
1,967 2,023 
Treasury stock, 4,461,517 and 5,400,572 shares at cost as of June 30, 2024 and December 31, 2023 , respectively.
(154,254)(161,788)
Additional paid-in capital761,681 769,240 
Accumulated other comprehensive income (loss)(103,848)(85,326)
Retained earnings537,241 555,456 
Equity - attributable to shareholders of Criteo S.A.1,042,787 1,079,605 
Non-controlling interests30,403 31,786 
Total equity1,073,190 1,111,391 
Total equity and liabilities$2,167,866 $2,431,919 


7

CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Revenue$471,307 $468,934 $921,362 $913,950 
Cost of revenue
Traffic acquisition cost(204,214)(228,717)(400,381)(453,115)
Other cost of revenue(34,248)(40,435)(70,913)(79,544)
Gross profit232,845 199,782 450,068 381,291 
Operating expenses:
Research and development expenses(59,639)(67,775)(126,497)(131,365)
Sales and operations expenses(95,069)(112,511)(187,911)(213,753)
General and administrative expenses(41,199)(18,537)(88,368)(58,707)
Total Operating expenses(195,907)(198,823)(402,776)(403,825)
Income (loss) from operations36,938 959 47,292 (22,534)
Financial and Other income(284)(1,852)897 4,975 
Income (loss) before taxes36,654 (893)48,189 (17,559)
Provision for income tax (expense) benefit(8,595)(1,078)(11,564)3,517 
Net income (loss)$28,059 $(1,971)$36,625 $(14,042)
Net income (loss) available to shareholders of Criteo S.A.$26,987 $(2,876)$34,231 $(14,685)
Net income (loss) available to non-controlling interests$1,072 $905 $2,394 $643 
Weighted average shares outstanding used in computing per share amounts:
Basic54,684,560 55,924,824 54,915,140 56,094,887 
Diluted58,974,186 55,924,824 59,151,582 56,094,887 
Net income (loss) allocated to shareholders per share:
Basic$0.49 $(0.05)$0.62 $(0.26)
Diluted$0.46 $(0.05)$0.58 $(0.26)

8

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

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net income (loss)$28,059 $(1,971)$36,625 $(14,042)
Non-cash and non-operating items22,413 16,939 82,574 48,886 
          - Amortization and provisions
21,089 10,111 46,324 37,422 
          - Equity awards compensation expense (1)
20,686 27,173 47,978 52,341 
          - Net (gain) or loss on disposal of non-current assets
574 (7)574 (8,797)
          - Change in uncertain tax positions875 (407)1,757 (467)
          - Net change in fair value of earn-out
(50)430 3,187 516 
          - Change in deferred taxes4,915 (8,239)8,089 (20,536)
          - Change in income taxes(26,165)(13,478)(28,420)(13,615)
          - Other489 1,356 3,085 2,022 
Changes in working capital related to operating activities(33,285)(13,640)(87,995)8,448 
           - (Increase) / Decrease in trade receivables(21,536)(34,666)136,520 129,454 
           - Increase / (Decrease) in trade payables8,711 16,454 (193,210)(128,557)
           - (Increase) / Decrease in other current assets12,836 6,942 (24,021)(6,652)
           - Increase / (Decrease) in other current liabilities(31,206)(2,069)(4,472)14,597 
           - Change in operating lease liabilities and right of use assets(2,090)(301)(2,812)(394)
CASH FROM OPERATING ACTIVITIES
17,187 1,328 31,204 43,292 
Acquisition of intangible assets, property, plant and equipment(23,675)(24,312)(36,968)(61,507)
Change in accounts payable related to intangible assets, property, plant and equipment2,556 (21,207)2,625 (17,231)
Payment for business, net of cash acquired— (457)(527)(6,957)
Proceeds from disposition of investment— — — 9,625 
Change in other non-current financial assets(139)(6,259)(287)(12,267)
CASH USED FOR INVESTING ACTIVITIES
(21,258)(52,235)(35,157)(88,337)
Proceeds from exercise of stock options812 431 1,207 1,697 
Repurchase of treasury stocks(40,352)(23,836)(102,495)(74,866)
Cash payment for contingent consideration— — — (22,025)
Change in other financing activities(378)(495)(810)(923)
CASH USED FOR FINANCING ACTIVITIES
(39,918)(23,900)(102,098)(96,117)
Effect of exchange rates changes on cash and cash equivalents(6,175)(7,673)(13,507)(8,855)
Net decrease in cash and cash equivalents and restricted cash
(50,164)(82,480)(119,558)(150,017)
Net cash and cash equivalents and restricted cash at beginning of period341,862 380,663 411,257 448,200 
Net cash and cash equivalents and restricted cash at end of period$291,698 $298,183 $291,698 $298,183 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$(23,403)$(23,201)$(24,571)$(31,101)
Cash paid for interest$(326)$(60)$(653)$(676)



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


9

CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
CASH FROM OPERATING ACTIVITIES
$17,187 $1,328 $31,204 $43,292 
Acquisition of intangible assets, property, plant and equipment(23,675)(24,312)(36,968)(61,507)
Change in accounts payable related to intangible assets, property, plant and equipment2,556 (21,207)2,625 (17,231)
FREE CASH FLOW (1)
$(3,932)$(44,191)$(3,139)$(35,446)


(1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment.
10

CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit
(U.S. dollars in thousands, unaudited)


Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY Change20242023YoY Change
Gross Profit232,845 199,782 17 %450,068 381,291 18 %
Other Cost of Revenue34,248 40,435 (15)%70,913 79,544 (11)%
Contribution ex-TAC (1)
$267,093 $240,217 11 %$520,981 $460,835 13 %




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


















































































11

CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)


Three Months EndedSix Months Ended
June 30,June 30,
Segment20242023YoY Change
YoY Change at Constant Currency (3)
20242023YoY Change
YoY Change at Constant Currency (3)
Revenue
Retail Media
$54,777 $44,590 23 %23 %$105,649 $82,611 28 %28 %
Performance Media (1)
416,530 424,344 (2)%1 %815,713 831,339 (2)%0.1 %
Total471,307 468,934 1 %3 %921,362 913,950 1 %3 %
Contribution ex-TAC
Retail Media53,866 43,518 24 %24 %104,035 80,870 29 %28 %
Performance Media213,227 196,699 8 %11 %416,946 379,965 10 %12 %
Total (2)
$267,093 $240,217 11 %14 %$520,981 $460,835 13 %15 %




(1) Beginning with the first quarter of 2024, Criteo changed its segment reporting structure to two reportable segments: Retail Media and Performance Media. See the Form 8-K filed with the SEC on March 4, 2024 for more details.
(2) Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric.
(3) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
12

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

Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY
Change		20242023YoY
Change
Net income (loss)$28,059 $(1,971)NM$36,625 $(14,042)361 %
Adjustments:
Financial (Income) expense284 1,956 (85)%(897)(4,650)81 %
Provision for income taxes8,595 1,078 697 %11,564 (3,517)429 %
Equity awards compensation expense21,877 27,831 (21)%49,169 53,896 (9)%
Pension service costs172 177 (3)%344 353 (3)%
Depreciation and amortization expense25,077 26,606 (6)%49,995 51,926 (4)%
Acquisition-related costs— 362 (100)%— 1,194 (100)%
Net loss contingency on regulatory matters— (21,616)100 %— (21,616)100 %
Restructuring, integration and transformation costs9,366 21,563 (57)%17,309 31,165 (44)%
Total net adjustments65,371 57,957 13 %127,484 108,751 17 %
Adjusted EBITDA (1)
$93,430 $55,986 67 %$164,109 $94,709 73 %

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

13

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

Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY Change20242023YoY Change
Research and Development expenses$(59,639)$(67,775)(12)%$(126,497)$(131,365)(4)%
Equity awards compensation expense9,059 16,339 (45)%23,653 32,675 (28)%
Depreciation and Amortization expense 12,275 8,518 44 %24,603 18,844 31 %
Pension service costs90 94 (4)%181 186 (3)%
Acquisition-related costs— 99 (100)%— 503 (100)%
Restructuring, integration and transformation costs2,237 4,467 (50)%2,708 5,341 (49)%
Non GAAP - Research and Development expenses(35,978)(38,258)(6)%(75,352)(73,816)2 %
Sales and Operations expenses(95,069)(112,511)(16)%(187,911)(213,753)(12)%
Equity awards compensation expense5,334 5,687 (6)%11,061 10,427 6 %
Depreciation and Amortization expense3,137 4,059 (23)%6,370 6,875 (7)%
Pension service costs26 27 (4)%52 55 (5)%
Restructuring, integration and transformation costs4,144 12,667 (67)%4,638 17,401 (73)%
Non GAAP - Sales and Operations expenses(82,428)(90,071)(8)%(165,790)(178,995)(7)%
General and Administrative expenses(41,199)(18,537)122 %(88,368)(58,707)51 %
Equity awards compensation expense7,483 5,805 29 %14,454 10,794 34 %
Depreciation and Amortization expense435 566 (23)%888 1,086 (18)%
Pension service costs56 56 — %111 112 (1)%
Acquisition-related costs— 263 (100)%— 691 (100)%
Restructuring, integration and transformation costs2,984 4,429 (33)%9,962 8,423 18 %
Net loss contingency on regulatory matters— (21,616)100 %— (21,616)100 %
Non GAAP - General and Administrative expenses(30,241)(29,034)4 %(62,953)(59,217)6 %
Total Operating expenses(195,907)(198,823)(1)%(402,776)(403,825)— %
Equity awards compensation expense21,877 27,831 (21)%49,169 53,896 (9)%
Depreciation and Amortization expense 15,847 13,143 21 %31,861 26,805 19 %
Pension service costs172 177 (3)%344 353 (3)%
Acquisition-related costs— 362 (100)%— 1,194 (100)%
Restructuring, integration and transformation costs9,365 21,563 (57)%17,308 31,165 (44)%
Net loss contingency on regulatory matters— (21,616)100 %— (21,616)100 %
Total Non GAAP Operating expenses (1)
(148,646)$(157,363)(6)%(304,094)(312,028)(3)%

(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
14

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

Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY Change20242023YoY Change
Net income (loss)$28,059 $(1,971)NM$36,625 $(14,042)361 %
Adjustments:
Equity awards compensation expense21,877 27,831 (21)%49,169 53,896 (9)%
Amortization of acquisition-related intangible assets8,613 8,812 (2)%17,292 17,345 — %
Acquisition-related costs— 362 (100)%— 1,194 (100)%
Net loss contingency on regulatory matters— (21,616)100 %— (21,616)100 %
Restructuring, integration and transformation costs 9,366 21,563 (57)%17,309 31,165 (44)%
Tax impact of the above adjustments (1)
(4,198)(5,333)21 %(9,186)(10,282)11 %
Total net adjustments35,658 31,619 13 %74,584 71,702 4 %
Adjusted net income(2)
$63,717 $29,648 115 %$111,209 $57,660 93 %
Weighted average shares outstanding
 - Basic54,684,560 55,924,824 54,915,140 56,094,887 
 - Diluted58,974,186 55,924,824 59,151,582 56,094,887 
Adjusted net income per share
 - Basic$1.17 $0.53 121 %$2.03 $1.03 97 %
 - Diluted$1.08 $0.53 104 %$1.88 $1.03 83 %



(1) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.
(2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
15

CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20242023YoY
Change		20242023YoY
Change
Gross Profit as reported$232,845 $199,782 17 %$450,068 $381,291 18 %
Other cost of revenue as reported34,248 40,435 (15)%70,913 79,544 (11)%
Contribution ex-TAC as reported(2)
267,093 240,217 11 %520,981 460,835 13 %
Conversion impact U.S. dollar/other currencies5,602 — 9,324 — 
Contribution ex-TAC at constant currency272,695 240,217 14 %530,305 460,835 15 %
Traffic acquisition costs as reported204,214 228,717 (11)%400,381 453,115 (12)%
Conversion impact U.S. dollar/other currencies4,580 — 7,089 — 
Traffic acquisition costs at constant currency208,794 228,717 (9)%407,470 453,115 (10)%
Revenue as reported471,307 468,934 1 %921,362 913,950 1 %
Conversion impact U.S. dollar/other currencies10,181 — 16,412 — 
Revenue at constant currency$481,488 $468,934 3 %$937,774 $913,950 3 %


(1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
(2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


16

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

Six Months Ended
20242023
Shares outstanding as at January 1,55,765,09157,263,624
Weighted average number of shares issued during the period(849,951)(1,168,737)
Basic number of shares - Basic EPS basis54,915,14056,094,887
Dilutive effect of share options, warrants, employee warrants - Treasury method4,236,442— 
Diluted number of shares - Diluted EPS basis59,151,58256,094,887
Shares issued as at June 30, before Treasury stocks
59,063,48663,337,453
Treasury stocks as of June 30,
(4,461,517)(7,412,578)
Shares outstanding as of June 30, after Treasury stocks
54,601,96955,924,875
Total dilutive effect of share options, warrants, employee warrants7,618,4609,340,335
Fully diluted shares as at June 30,
62,220,42965,265,210
































17

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

YoY
Change		QoQ
Change		Q2
2024		Q1
2024		Q4
2023		Q3
2023		Q2
2023		Q1
2023		Q4
2022		Q3
2022		Q2
2022
Clients(5)%—%17,74417,76718,19718,42318,64618,67918,99019,00818,911
Revenue 1%5%471,307450,055566,302469,193468,934445,016564,425446,921495,090
Americas2%7%212,374198,365280,597219,667208,463188,288281,806201,274213,340
EMEA3%3%168,496162,842189,291158,756163,969160,214185,125150,915176,867
APAC(6)%2%90,43788,84896,41490,77096,50296,51497,49494,732104,883
Revenue1%5%471,307450,055566,302469,193468,934445,016564,425446,921495,090
Retail Media23%8%54,77750,87276,58349,81344,59038,02159,80141,17054,667
Performance Media(2)%4%416,530399,183489,719419,380424,344406,995504,624405,751440,423
TAC(11)%4%(204,214)(196,167)(249,926)(223,798)(228,717)(224,398)(281,021)(233,543)(280,565)
Retail Media (15)%30%(911)(703)(2,429)(1,377)(1,072)(669)(2,719)(4,277)(18,111)
Performance Media(11)%4%(203,303)(195,464)(247,497)(222,421)(227,645)(223,729)(278,302)(229,266)(262,454)
Contribution ex-TAC (1)
11%5%267,093253,888316,376245,395240,217220,618283,404213,378214,525
Retail Media 24%7%53,86650,16974,15448,43643,51837,35257,08236,89336,556
Performance Media8%5%213,227203,719242,222196,959196,699183,266226,322176,485177,969
Cash flow from operating activities NM23%17,18714,017161,34019,6141,32841,964125,45541,62813,972
Capital expenditures(54)%60%21,11913,22419,72415,84945,51933,21914,52220,30715,452
Net cash position (2)%(15)%291,698341,862411,257269,857298,183380,663448,200407,323562,546
Headcount(0.5)%(2)%3,4983,5593,5633,4873,5143,6363,7163,5373,146
Days Sales Outstanding (days - end of month) (2)
(5) days(2) days646658616974717876

(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
(2) From September 2023, we have included Iponweb in our calculation of Days Sales Outstanding. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.
18
v3.24.2.u1
Document and Entity Information
Aug. 01, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 01, 2024
Entity Registrant Name CRITEO S.A.
Entity Incorporation, State or Country Code I0
Entity File Number 001-36153
Entity Address, Address Line One 32 Rue Blanche
Entity Address, City or Town Paris
Entity Address, Country FR
Entity Address, Postal Zip Code 75009
Country Region 33
City Area Code 17
Local Phone Number 585 0939
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001576427
Amendment Flag false
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