0001576427false00015764272024-10-302024-10-30

 
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
October 30, 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 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 October 30, 2024, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 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: October 30, 2024By:/s/ Sarah Glickman
Name:Sarah Glickman
Title:Chief Financial Officer



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

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

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

Third Quarter 2024 Financial Highlights:

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

Three Months EndedNine Months Ended
September 30,September 30,
20242023YoY Change20242023YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$459$469(2)%$1,380$1,383—%
Gross Profit$232$20513%$682$58616%
Net Income (loss)$6$7(7)%$43$(7)677%
Gross Profit margin51%44%7ppt49%42%7 ppt
Diluted EPS$0.11$0.12(8)%$0.69$(0.14)593%
Cash from operating activities$58$20193%$89$6341%
Cash and cash equivalents$209$1957%$209$1957%
Non-GAAP Results1
Contribution ex-TAC$266$2458%$787$70611%
Adjusted EBITDA$82$6820%$246$16351%
Adjusted diluted EPS$0.96$0.7135%$2.84$1.6671%
Free Cash Flow (FCF)$39$4925%$35$(32)212%
FCF / Adjusted EBITDA47%6%41ppt14%(19)%33 ppt

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

Operating Highlights

•Retail Media Contribution ex-TAC grew 23% year-over-year at constant currency2 and same-retailer Contribution ex-TAC3 retention for Retail Media was 120%.
•We expanded our platform adoption to 3,100 brands and 225 retailers and marketplaces, including JCPenney, Office Depot & ODP Business Solutions, Metro AG, Flaschenpost and Rohlik.
•Kinective Media by United Airlines chose Criteo to help power and scale its offsite monetization.
•Performance Media4 Contribution ex-TAC was up 5% year-over-year at constant currency.
•Criteo's activated media spend5 was $4.3 billion in the last 12 months and $1.1 billion in Q3 2024, down (2)% year-over-year at constant currency2.
•We deployed $157 million of capital for share repurchases in the first nine months of 2024, and we expect to return $180 million of capital to shareholders in 2024.
•Criteo was named a Leader in IDC MarketScape's 2024 worldwide retail media network service providers vendor assessment.

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

Financial Summary

Revenue for Q3 2024 was $459 million, gross profit was $232 million and Contribution ex-TAC was $266 million. Net income for Q3 was $6 million, or $0.11 per share on a diluted basis. Adjusted EBITDA for Q3 was $82 million, resulting in an adjusted diluted EPS of $0.96. As reported, revenue for Q3 decreased by (2)%, gross profit increased 13% and Contribution ex-TAC increased by 8%. At constant currency, revenue for Q3 decreased by (2)% and Contribution ex-TAC increased by 9%. Cash flow from operating activities was $58 million in Q3 and Free Cash Flow was $39 million in Q3. As of September 30, 2024, we had $237 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “We delivered strong operating leverage enabled by top-line growth and disciplined cost management in Q3. We enter the holiday season with confidence to deliver double-digit growth and margin expansion for the year while continuing to invest in our transformation.”

Third Quarter 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

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

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

Net Income (Loss) and Adjusted Net Income

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

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

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $82 million, representing an increase of 20% year-over-year (Q3 2023: $68 million). This primarily reflects higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 31% (Q3 2023: 28%).

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

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $58 million in Q3 2024 (Q3 2023: $20 million).

Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, was $39 million in Q3 2024 (Q3 2023: $4 million). On a trailing 12-month basis, Free Cash Flow was $177 million.

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

As of September 30, 2024, the Company had total financial liquidity of approximately $711 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.





2




2024 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of October 30, 2024.

Fiscal year 2024 guidance:
•We now expect Contribution ex-TAC to grow +10% to 11% at constant currency.
•We now expect an Adjusted EBITDA margin of approximately 32% to 33% of Contribution ex-TAC.

Fourth quarter 2024 guidance:
•We expect Contribution ex-TAC between $327 million and $333 million, or year-over-year growth at constant-currency of +3% to +5%.
•We expect Adjusted EBITDA between $114 million and $120 million.

The guidance for the fourth quarter and fiscal year ending December 31, 2024 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.915, a U.S. dollar-Japanese Yen rate of 151, a U.S. dollar-British pound rate of 0.778, a U.S. dollar-Korean Won rate of 1,353 and a U.S. dollar-Brazilian real rate of 5.34.

The guidance assumes that no additional acquisitions are completed during the fourth quarter of 2024.

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

Retail Media Investor Update

Criteo will webcast its Retail Media investor presentation on November 18, 2024, starting at 8:30 AM ET, 2:30 PM CET. The event will be an opportunity for the Company to provide an update on its Retail Media business and opportunities ahead. It will be accessible via live webcast or on-demand via our Investor site post-event.
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 year ending December 31, 2024, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted Criteo's business, financial condition, cash flow and results of operations.

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



5

Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, October 30, 2024, at 8:00 AM ET, 1:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

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

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

About Criteo

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

Contacts

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

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

Financial information to follow

6

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

September 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$208,740 $336,341 
Trade receivables, net of allowances of $ 35.1 million and $ 43.3 million at September 30, 2024 and December 31, 2023, respectively
646,283 775,589 
Income taxes9,785 2,065 
Other taxes132,370 109,306 
Other current assets44,879 48,291 
Restricted cash
75,250 75,000 
Marketable securities - current portion23,010 5,970 
Total current assets1,140,317 1,352,562 
Property, plant and equipment, net116,866 126,494 
Intangible assets, net170,359 180,888 
Goodwill526,569 524,197 
Right of Use Asset - operating lease110,350 112,487 
Marketable securities - non current portion5,598 16,575 
Non-current financial assets4,957 5,294 
Other non-current assets62,216 60,742 
Deferred tax assets71,128 52,680 
    Total non-current assets1,068,043 1,079,357 
Total assets$2,208,360 $2,431,919 
Liabilities and shareholders' equity
Current liabilities:
Trade payables$629,997 $838,522 
Contingencies - current portion1,604 1,467 
Income taxes15,490 17,213 
Financial liabilities - current portion4,753 3,389 
Lease liability - operating - current portion26,159 35,398 
Other taxes83,401 66,659 
Employee - related payables104,095 113,287 
Other current liabilities109,118 104,552 
Total current liabilities974,617 1,180,487 
Deferred tax liabilities3,182 1,083 
Defined benefit plans4,938 4,123 
Financial liabilities - non current portion320 77 
Lease liability - operating - non current portion87,321 83,051 
Contingencies - non current portion31,939 32,625 
Other non-current liabilities20,536 19,082 
    Total non-current liabilities148,236 140,041 
Total liabilities1,122,853 1,320,528 
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 59,180,216 and 61,165,663 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively.
1,970 2,023 
Treasury stock, 4,399,179 and 5,400,572 shares at cost as of September 30, 2024 and December 31, 2023 , respectively.
(152,997)(161,788)
Additional paid-in capital728,707 769,240 
Accumulated other comprehensive income (loss)(83,345)(85,326)
Retained earnings557,072 555,456 
Equity - attributable to shareholders of Criteo S.A.1,051,407 1,079,605 
Non-controlling interests34,100 31,786 
Total equity1,085,507 1,111,391 
Total equity and liabilities$2,208,360 $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 EndedNine Months Ended
September 30,September 30,
2024202320242023
Revenue$458,892 $469,193 $1,380,254 $1,383,143 
Cost of revenue
Traffic acquisition cost(192,789)(223,798)(593,170)(676,913)
Other cost of revenue(34,171)(40,268)(105,084)(119,812)
Gross profit231,932 205,127 682,000 586,418 
Operating expenses:
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total Operating expenses(222,330)(193,693)(625,106)(597,518)
Income (loss) from operations9,602 11,434 56,894 (11,100)
Financial and Other income(8)(2,967)889 2,008 
Income (loss) before taxes9,594 8,467 57,783 (9,092)
Provision for income tax (expense) benefit(3,450)(1,832)(15,014)1,685 
Net income (loss)$6,144 $6,635 $42,769 $(7,407)
Net income (loss) available to shareholders of Criteo S.A.$6,245 $6,927 $40,476 $(7,758)
Net income (loss) available to non-controlling interests$(101)$(292)$2,293 $351 
Weighted average shares outstanding used in computing per share amounts:
Basic54,695,112 56,297,666 54,840,650 56,173,218 
Diluted58,430,133 60,172,953 58,909,952 56,173,218 
Net income (loss) allocated to shareholders per share:
Basic$0.11 $0.12 $0.74 $(0.14)
Diluted$0.11 $0.12 $0.69 $(0.14)

8

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

Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Net income (loss)$6,144 $6,635 $42,769 $(7,407)
Non-cash and non-operating items53,439 (6,180)136,013 42,706 
          - Amortization and provisions
20,810 18,866 67,134 56,288 
           - Payment for contingent liability on regulatory matters— (43,334)— (43,334)
          - Equity awards compensation expense34,215 24,012 82,193 76,353 
          - Net (gain) or loss on disposal of non-current assets
350 (106)924 (8,903)
          - Change in uncertain tax positions7 153 1,764 (314)
          - Net change in fair value of earn-out
15 983 3,202 1,499 
          - Change in deferred taxes(24,459)(4,206)(16,370)(24,742)
          - Change in income taxes19,099 (4,392)(9,321)(18,007)
          - Other3,402 1,844 6,487 3,866 
Changes in working capital related to operating activities(2,080)19,159 (90,075)27,607 
           - (Increase) / Decrease in trade receivables2,075 (50,564)138,595 78,890 
           - Increase / (Decrease) in trade payables(17,653)57,367 (210,863)(71,190)
           - (Increase) / Decrease in other current assets7,591 8,620 (16,430)1,968 
           - Increase / (Decrease) in other current liabilities5,924 3,329 1,452 17,926 
           - Change in operating lease liabilities and right of use assets(17)407 (2,829)13 
CASH FROM OPERATING ACTIVITIES
57,503 19,614 88,707 62,906 
Acquisition of intangible assets, property, plant and equipment(19,396)(16,331)(56,364)(77,838)
Change in accounts payable related to intangible assets, property, plant and equipment497 482 3,122 (16,749)
Payment for business, net of cash acquired— — (527)(6,957)
Proceeds from disposition of investment— — — 9,625 
Change in other non-current financial assets(4,910)(13)(5,197)(12,280)
CASH USED FOR INVESTING ACTIVITIES
(23,809)(15,862)(58,966)(104,199)
Proceeds from exercise of stock options3,226 251 4,433 1,948 
Repurchase of treasury stocks(54,997)(28,488)(157,492)(103,354)
Cash payment for contingent consideration— — — (22,025)
Change in other financing activities(486)(504)(1,296)(1,427)
CASH USED FOR FINANCING ACTIVITIES
(52,257)(28,741)(154,355)(124,858)
Effect of exchange rates changes on cash and cash equivalents10,855 (3,337)(2,737)(12,192)
Net decrease in cash and cash equivalents and restricted cash
(7,708)(28,326)(127,351)(178,343)
Net cash and cash equivalents and restricted cash at beginning of period291,698 298,183 411,341 448,200 
Net cash and cash equivalents and restricted cash at end of period$283,990 $269,857 $283,990 $269,857 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$(11,528)$(10,276)$(36,099)$(41,377)
Cash paid for interest$(379)$(439)$(1,032)$(1,055)

9

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

Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
CASH FROM OPERATING ACTIVITIES
$57,503 $19,614 $88,707 $62,906 
Acquisition of intangible assets, property, plant and equipment(19,396)(16,331)(56,364)(77,838)
Change in accounts payable related to intangible assets, property, plant and equipment497 482 3,122 (16,749)
FREE CASH FLOW (1)
$38,604 $3,765 $35,465 $(31,681)


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

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


Three Months EndedNine Months Ended
September 30,September 30,
20242023YoY Change20242023YoY Change
Gross Profit231,932 205,127 13 %682,000 586,418 16 %
Other Cost of Revenue34,171 40,268 (15)%105,084 119,812 (12)%
Contribution ex-TAC (1)
$266,103 $245,395 8 %$787,084 $706,230 11 %




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


















































































11

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


Three Months EndedNine Months Ended
September 30,September 30,
Segment20242023YoY Change
YoY Change at Constant Currency (3)
20242023YoY Change
YoY Change at Constant Currency (3)
Revenue
Retail Media
$60,765 $49,813 22 %22 %$166,414 $132,424 26 %26 %
Performance Media (1)
398,127 419,380 (5)%(5)%1,213,840 1,250,719 (3)%(1.5)%
Total458,892 469,193 (2)%(2)%1,380,254 1,383,143 — %1 %
Contribution ex-TAC
Retail Media59,583 48,436 23 %23 %163,618 129,306 27 %26 %
Performance Media206,520 196,959 5 %5 %623,466 576,924 8 %10 %
Total (2)
$266,103 $245,395 8 %9 %$787,084 $706,230 11 %13 %




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

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

Three Months EndedNine Months Ended
September 30,September 30,
20242023YoY
Change		20242023YoY
Change
Net income (loss)$6,144 $6,635 (7)%$42,769 $(7,407)677 %
Adjustments:
Financial (Income) expense8 2,958 (100)%(889)(1,692)47 %
Provision for income taxes3,450 1,832 88 %15,014 (1,685)991 %
Equity awards compensation expense34,863 24,323 43 %84,032 78,219 7 %
Pension service costs174 179 (3)%518 532 (3)%
Depreciation and amortization expense25,684 24,648 4 %75,679 76,574 (1)%
Acquisition-related costs1,961 86 NM1,961 1,281 53 %
Net loss contingency on regulatory matters— (51)100 %— (21,667)100 %
Restructuring, integration and transformation costs9,717 7,833 24 %27,026 38,998 (31)%
Total net adjustments75,857 61,808 23 %203,341 170,560 19 %
Adjusted EBITDA (1)
$82,001 $68,443 20 %$246,110 $163,153 51 %

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

13

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

Three Months EndedNine Months Ended
September 30,September 30,
20242023YoY Change20242023YoY Change
Research and Development expenses$(85,285)$(62,522)36 %$(211,782)$(193,887)9 %
Equity awards compensation expense21,261 11,938 78 %44,915 44,613 1 %
Depreciation and Amortization expense 13,593 9,383 45 %38,196 28,227 35 %
Pension service costs92 95 (3)%273 281 (3)%
Acquisition-related costs— 4 (100)%— 507 (100)%
Restructuring, integration and transformation costs5,455 3,482 57 %8,164 8,823 (7)%
Non GAAP - Research and Development expenses(44,884)(37,620)19 %(120,234)(111,436)8 %
Sales and Operations expenses(90,823)(94,572)(4)%(278,734)(308,325)(10)%
Equity awards compensation expense5,032 6,387 (21)%16,093 16,814 (4)%
Depreciation and Amortization expense3,279 3,252 1 %9,649 10,127 (5)%
Pension service costs26 28 (7)%78 83 (6)%
Restructuring, integration and transformation costs855 (391)319 %5,493 17,010 (68)%
Non GAAP - Sales and Operations expenses(81,631)(85,296)(4)%(247,421)(264,291)(6)%
General and Administrative expenses(46,222)(36,599)26 %(134,590)(95,306)41 %
Equity awards compensation expense8,570 5,998 43 %23,024 16,792 37 %
Depreciation and Amortization expense437 564 (23)%1,325 1,650 (20)%
Pension service costs56 56 — %167 168 (1)%
Acquisition-related costs1,961 82 NM1,961 774 153 %
Restructuring, integration and transformation costs3,407 4,742 (28)%13,369 13,165 2 %
Net loss contingency on regulatory matters— (51)100 %— (21,667)100 %
Non GAAP - General and Administrative expenses(31,791)(25,208)26 %(94,744)(84,424)12 %
Total Operating expenses(222,330)(193,693)15 %(625,106)(597,518)5 %
Equity awards compensation expense34,863 24,323 43 %84,032 78,219 7 %
Depreciation and Amortization expense 17,309 13,199 31 %49,170 40,004 23 %
Pension service costs174 179 (3)%518 532 (3)%
Acquisition-related costs1,961 86 NM1,961 1,281 53 %
Restructuring, integration and transformation costs9,717 7,833 24 %27,026 38,998 (31)%
Net loss contingency on regulatory matters— (51)100 %— (21,667)100 %
Total Non GAAP Operating expenses (1)
(158,306)$(148,124)7 %(462,399)(460,151)— %

(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
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 EndedNine Months Ended
September 30,September 30,
20242023YoY Change20242023YoY Change
Net income (loss)$6,144 $6,635 (7)%$42,769 $(7,407)677 %
Adjustments:
Equity awards compensation expense34,863 24,323 43 %84,032 78,219 7 %
Amortization of acquisition-related intangible assets8,995 8,692 3 %26,287 26,037 1 %
Acquisition-related costs1,961 86 NM1,961 1,281 53 %
Net loss contingency on regulatory matters— (51)100 %— (21,667)100 %
Restructuring, integration and transformation costs 9,717 7,833 24 %27,026 38,998 (31)%
Tax impact of the above adjustments (1)
(5,862)(4,785)(23)%(15,048)(15,067)— %
Total net adjustments49,674 36,098 38 %124,258 107,801 15 %
Adjusted net income(2)
$55,818 $42,733 31 %$167,027 $100,394 66 %
Weighted average shares outstanding
 - Basic54,695,112 56,297,666 54,840,650 56,173,218 
 - Diluted58,430,133 60,172,953 58,909,952 60,394,517 
Adjusted net income per share
 - Basic$1.02 $0.76 34 %$3.05 $1.79 70 %
 - Diluted$0.96 $0.71 35 %$2.84 $1.66 71 %



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

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

Three Months EndedNine Months Ended
September 30,September 30,
20242023YoY
Change		20242023YoY
Change
Gross Profit as reported$231,932 $205,127 13 %$682,000 $586,418 16 %
Other cost of revenue as reported34,171 40,268 (15)%105,084 119,812 (12)%
Contribution ex-TAC as reported(2)
266,103 245,395 8 %787,084 706,230 11 %
Conversion impact U.S. dollar/other currencies534 — 9,858 — 
Contribution ex-TAC at constant currency266,637 245,395 9 %796,942 706,230 13 %
Traffic acquisition costs as reported192,789 223,798 (14)%593,170 676,913 (12)%
Conversion impact U.S. dollar/other currencies1,164 — 8,253 — 
Traffic acquisition costs at constant currency193,953 223,798 (13)%601,423 676,913 (11)%
Revenue as reported458,892 469,193 (2)%1,380,254 1,383,143 — %
Conversion impact U.S. dollar/other currencies1,698 — 18,110 — 
Revenue at constant currency$460,590 $469,193 (2)%$1,398,364 $1,383,143 1 %


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


16

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

Nine Months Ended
20242023
Shares outstanding as at January 1,55,765,09157,263,624
Weighted average number of shares issued during the period(924,441)(1,090,406)
Basic number of shares - Basic EPS basis54,840,65056,173,218
Dilutive effect of share options, warrants, employee warrants - Treasury method4,069,302— 
Diluted number of shares - Diluted EPS basis58,909,95256,173,218
Shares issued as at September 30, before Treasury stocks
59,180,21663,350,663
Treasury stocks as of September 30,
(4,399,179)(7,094,574)
Shares outstanding as of September 30, after Treasury stocks
54,781,03756,256,089
Total dilutive effect of share options, warrants, employee warrants7,238,6878,341,387
Fully diluted shares as at September 30,
62,019,72464,597,476
































17

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

YoY
Change		QoQ
Change		Q3
2024		Q2
2024		Q1
2024		Q4
2023		Q3
2023		Q2
2023		Q1
2023		Q4
2022		Q3
2022
Clients(7)%(3)%17,16217,74417,76718,19718,42318,64618,67918,99019,008
Revenue (2)%(3)%458,892471,307450,055566,302469,193468,934445,016564,425446,921
Americas(6)%(3)%206,816212,374198,365280,597219,667208,463188,288281,806201,274
EMEA2%(4)%161,745168,496162,842189,291158,756163,969160,214185,125150,915
APAC—%—%90,33190,43788,84896,41490,77096,50296,51497,49494,732
Revenue(2)%(3)%458,892471,307450,055566,302469,193468,934445,016564,425446,921
Retail Media22%11%60,76554,77750,87276,58349,81344,59038,02159,80141,170
Performance Media(5)%(4)%398,127416,530399,183489,719419,380424,344406,995504,624405,751
TAC(14)%(6)%(192,789)(204,214)(196,167)(249,926)(223,798)(228,717)(224,398)(281,021)(233,543)
Retail Media (14)%30%(1,182)(911)(703)(2,429)(1,377)(1,072)(669)(2,719)(4,277)
Performance Media(14)%(6)%(191,607)(203,303)(195,464)(247,497)(222,421)(227,645)(223,729)(278,302)(229,266)
Contribution ex-TAC (1)
8%—%266,103267,093253,888316,376245,395240,217220,618283,404213,378
Retail Media 23%11%59,58353,86650,16974,15448,43643,51837,35257,08236,893
Performance Media5%(3)%206,520213,227203,719242,222196,959196,699183,266226,322176,485
Cash flow from operating activities 193%235%57,50317,18714,017161,34019,6141,32841,964125,45541,628
Capital expenditures19%(11)%18,89921,11913,22419,72415,84945,51933,21914,52220,307
Net cash position 5%(3)%283,990291,698341,862411,257269,857298,183380,663448,200407,323
Headcount—%—%3,5043,4983,5593,5633,4873,5143,6363,7163,537
Days Sales Outstanding (days - end of month) (2)
4 days1 days656466586169747178

(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
v3.24.3
Document and Entity Information
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 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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