Q3 Activated Media Spend Up
32%
Launched Commerce Max DSP into General
Availability
NEW
YORK, Nov. 2, 2023 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media
company, today announced financial results for the three and nine
months ended September 30, 2023.
Third Quarter 2023 Financial Highlights:
The following table summarizes our consolidated financial
results for the three months and nine months ended September 30, 2023:
|
Three Months
Ended
|
Nine Months
Ended
|
|
September
30,
|
September
30,
|
|
2023
|
|
2022
|
|
YoY
Change
|
2023
|
|
2022
|
|
YoY
Change
|
|
(in millions, except
EPS data)
|
GAAP
Results
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$469
|
|
$447
|
|
5 %
|
$1,383
|
|
$1,453
|
|
(5) %
|
Gross Profit
|
$205
|
|
$180
|
|
14 %
|
$586
|
|
$549
|
|
7 %
|
Net Income
(loss)
|
$7
|
|
$7
|
|
2 %
|
$(7)
|
|
$(5)
|
|
43 %
|
Gross Profit
margin
|
44 %
|
|
40 %
|
|
4ppt
|
42 %
|
|
38 %
|
|
4ppt
|
Diluted EPS
|
$0.12
|
|
$0.10
|
|
20 %
|
$(0.14)
|
|
$(0.11)
|
|
27 %
|
Cash from operating
activities
|
$20
|
|
$42
|
|
(53) %
|
$63
|
|
$131
|
|
(52) %
|
Cash and cash
equivalents
|
$195
|
|
$307
|
|
(37) %
|
$195
|
|
$307
|
|
(37) %
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Results1
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
$245
|
|
$213
|
|
15 %
|
$706
|
|
$645
|
|
10 %
|
Contribution ex-TAC
margin
|
52 %
|
|
48 %
|
|
4ppt
|
51 %
|
|
44 %
|
|
7ppt
|
Adjusted
EBITDA
|
$68
|
|
$50
|
|
36 %
|
$163
|
|
$163
|
|
— %
|
Adjusted diluted
EPS
|
$0.71
|
|
$0.53
|
|
34 %
|
$1.66
|
|
$1.92
|
|
(14) %
|
Free Cash Flow
(FCF)
|
$4
|
|
$21
|
|
(82) %
|
$(32)
|
|
$89
|
|
NM
|
FCF / Adjusted
EBITDA
|
6 %
|
|
42 %
|
|
(36)ppt
|
(19) %
|
|
55 %
|
|
(74)ppt
|
"We are pleased to report a strong third quarter marked by
organic growth acceleration and market share gains in Retail Media.
We continue to pivot our business towards areas of high growth,
which represented more than half of our business for the first time
ever this quarter," said Megan
Clarken, Chief Executive Officer of Criteo. "We have built
the only unified, AI-driven platform that directly connects
advertisers with retailers and publishers to drive commerce on
retailers' sites and the open internet, which, we believe, will
drive long-term shareholder value."
Operating Highlights
- We launched Commerce Max into general availability, a
first-of-its-kind self-service demand-side platform (DSP) giving
brands and agencies a single point of entry to retail media
inventory onsite and across premium publishers offsite.
- We expanded our retailer monetization solution suite, Commerce
Yield, offering retailers the means to tap previously unattainable
demand by paving the way for the integration of marketplace and
in-store monetization technologies.
- Criteo's activated media spend2, including Iponweb,
was $4.0 billion in the last 12
months and $1.0 billion in Q3,
growing 32% year-over-year at constant currency3.
- Retail Media Contribution ex-TAC grew 29% year-over-year at
constant currency3 and same-retailer Contribution
ex-TAC4 retention for Retail Media was 123%.
- We expanded our platform adoption to 2,500 brands and 220
retailers, including Saks, DocMorris, and Mercatus.
- Marketing Solutions Contribution ex-TAC was up 1%
year-over-year at constant currency3.
- We deployed $103 million of
capital for share repurchases in the first nine months of
2023.
|
|
|
|
|
|
1 Contribution ex-TAC, Contribution
ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted
diluted EPS and Free Cash Flow are not measures calculated in
accordance with U.S. GAAP.
|
2 Activated
media spend is defined as the sum of our Marketing Solutions
revenue, the media spend activated on behalf of our Retail Media
clients, and the media spend activated by Iponweb.
|
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.
|
4
Same-client profitability or Contribution ex-TAC is the
profitability or 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.
|
Financial Summary
Revenue for Q3 2023 was $469
million, gross profit was $205
million and Contribution ex-TAC was $245 million. Net income for Q3 was $7 million, or $0.12 per share on a diluted basis. Adjusted
EBITDA for Q3 was $68 million,
resulting in an adjusted diluted EPS of $0.71. As reported, revenue for Q3 increased by
5%, gross profit increased 14% and Contribution ex-TAC increased by
15%. At constant currency, revenue for Q3 increased by 2% and
Contribution ex-TAC increased by 13%. Cash flow from operating
activities was $20 million in Q3 and Free Cash Flow was
$4 million in Q3. As of September 30, 2023, we had $232 million in cash and marketable securities on
our balance sheet.
Sarah Glickman, Chief Financial
Officer, said, "Our third quarter performance demonstrates our
strong focus on execution and cost discipline. Despite a
challenging macro environment, we believe we are well on our way to
achieving over $1 billion in
Contribution ex-TAC this year for the first time in Criteo's
history."
Third Quarter 2023 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue increased by 5% year-over-year in Q3 2023, or 2% at
constant currency, to $469 million (Q3 2022:
$447 million). Gross profit increased by 14% year-over-year in
Q3 2023 to $205 million (Q3 2022:
$180 million). Gross profit as a
percentage of revenue, or gross profit margin, was 44% (Q3 2022:
40%). Contribution ex-TAC in the third quarter increased 15%
year-over-year, or increased 13% at constant currency, to
$245 million (Q3 2022: $213 million). Contribution
ex-TAC as a percentage of revenue, or Contribution ex-TAC margin,
was 52% (Q3 2022: 48%), up 400 basis points year-over-year, largely
driven by Retail Media and our client transition to the Company's
platform.
- Marketing Solutions revenue was flat, or decreased 4% at
constant currency, and Marketing Solutions Contribution ex-TAC
increased 3%, or increased 1% at constant currency, driven by the
continued traction of Commerce Audiences as more clients adopt full
funnel activation.
- Retail Media revenue increased 21%, or 19% at constant
currency, reflecting continued strength in Retail Media onsite,
partially offset by the impact related to the client migration to
the Company's platform. Retail Media Contribution ex-TAC increased
31%, or 29% at constant currency, driven by continued strength in
Retail Media onsite, new client integrations and growing network
effects of the platform.
- Iponweb revenue increased 82%, or 79% on constant currency
basis, to $34 million following the
closing of the acquisition on August 1,
2022.
Net Income (Loss) and Adjusted Net Income
Net income was $7 million in Q3 2023 (Q3 2022: net
income of $7 million). Net income allocated to shareholders of
Criteo was $7 million, or
$0.12 per share on a diluted basis
(Q3 2022: net income available to shareholders of
$7 million, or $0.10 per share
on a diluted basis).
Adjusted net income, a non-GAAP financial measure, was
$43 million, or $0.71 per share
on a diluted basis (Q3 2022: $33 million, or $0.53 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was $68 million,
representing an increase of 36% year-over-year (Q3 2022:
$50 million). This reflects higher Contribution ex-TAC over
the period and planned cost reduction actions, partially offset by
incremental costs following the acquisition of Iponweb. Adjusted
EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA
margin, was 28% (Q3 2022: 24%).
Operating expenses increased by 11% year-over-year to
$194 million (Q3 2022: $175 million), mostly driven
by equity awards compensation expense and operating costs from
Iponweb, partially offset by cost reduction actions. Non-GAAP
operating expenses increased by 5% to $148 million
(Q3 2022: $141 million).
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities decreased to
$20 million in Q3 2023 (Q3 2022: $42 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, decreased to $4 million
in Q3 2023 (Q3 2022: $21 million). This was mainly driven
by the CNIL payment of $43 million in
Q3 2023.
Cash and cash equivalents, and marketable securities, decreased
$141 million compared to December 31, 2022 to $232 million, after
spending $103 million on share
repurchases in the first nine months of 2023.
As of September 30, 2023, the
Company had total financial liquidity of approximately $747
million, including its cash position, marketable securities,
revolving credit facility and treasury shares reserved for
M&A.
2023 Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of November 2, 2023,
amidst an uncertain macro-economic and geopolitical backdrop.
Fiscal year 2023 guidance:
- +9% to +10% growth in Contribution ex-TAC at constant
currency, including the contribution from our Iponweb
acquisition
- Adjusted EBITDA margin of approximately 27% to 28% of
Contribution ex-TAC, reflecting the flow-through of our refined
Contribution ex-TAC projections and incremental currency
headwinds
Fourth quarter 2023 guidance:
- Contribution ex-TAC between $296
million and $302 million,
or year-over-year growth at constant-currency of +5% to +7%
- Adjusted EBITDA between $109
million and $115
million
The above guidance for the fourth quarter and fiscal year ending
December 31, 2023 assumes the
following exchange rates for the main currencies impacting our
business: a U.S. dollar-euro rate of 0.926, a U.S. dollar-Japanese
Yen rate of 141, a U.S. dollar-British pound rate of 0.809, a U.S.
dollar-Korean Won rate of 1,318 and a U.S. dollar-Brazilian real
rate of 5.03.
The above guidance assumes that no additional acquisitions are
completed during the fourth quarter of 2023 or the fiscal year
ended December 31, 2023.
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.
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, Contribution 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.
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, certain acquisition costs and a loss
contingency related to a regulatory matter. 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, a loss contingency
related to a regulatory matter, 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, certain acquisition and integration costs,
and a loss contingency related to a regulatory matter. 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
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
December 31, 2023 and the year ending December 31, 2023, 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, including the successful
integration of our acquisitions of Iponweb and Brandcrush,
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 24, 2023, 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 rising 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.
Conference Call Information
Criteo's senior management team will discuss the Company's
earnings on a call that will take place today, November 2, 2023, 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: +1 855 209
8212
- International: +1 412 317 0788
- France 080-510-2319
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
Florian
Herzing, f.herzing@criteo.com
Financial information to follow
CRITEO
S.A.
Consolidated
Statement of Financial Position
(U.S. dollars in
thousands, unaudited)
|
|
|
|
September 30,
2023
|
|
December 31,
2022
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
194,857
|
|
$
348,200
|
Trade receivables, net
of allowances of $ 49.4 million and $ 47.8 million at
September 30, 2023 and December 31, 2022,
respectively
|
|
624,562
|
|
708,949
|
Income
taxes
|
|
29,916
|
|
23,609
|
Other taxes
|
|
87,465
|
|
78,274
|
Other current
assets
|
|
42,052
|
|
51,866
|
Restricted cash -
current
|
|
75,000
|
|
25,000
|
Marketable securities
- current portion
|
|
21,091
|
|
25,098
|
Total current
assets
|
|
1,074,943
|
|
1,260,996
|
Property, plant and
equipment, net
|
|
134,241
|
|
131,207
|
Intangible assets,
net
|
|
174,029
|
|
175,983
|
Goodwill
|
|
518,655
|
|
515,140
|
Right of Use Asset -
operating lease
|
|
112,178
|
|
102,176
|
Restricted cash - non
current
|
|
—
|
|
75,000
|
Marketable securities -
non current portion
|
|
15,891
|
|
—
|
Non-current financial
assets
|
|
4,977
|
|
5,928
|
Other non-current
assets
|
|
49,719
|
|
50,818
|
Deferred tax
assets
|
|
56,010
|
|
31,646
|
Total non-current assets
|
|
1,065,700
|
|
1,087,898
|
Total assets
|
|
$
2,140,643
|
|
$
2,348,894
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
668,550
|
|
$
742,918
|
Contingencies -
current portion
|
|
1,608
|
|
65,759
|
Income
taxes
|
|
1,633
|
|
13,037
|
Financial liabilities
- current portion
|
|
672
|
|
219
|
Lease liability -
operating - current portion
|
|
35,296
|
|
31,003
|
Other taxes
|
|
59,584
|
|
58,031
|
Employee - related
payables
|
|
100,483
|
|
85,569
|
Other current
liabilities
|
|
93,115
|
|
83,457
|
Total current
liabilities
|
|
960,941
|
|
1,079,993
|
Deferred tax
liabilities
|
|
3,427
|
|
3,463
|
Defined benefit
plans
|
|
4,034
|
|
3,708
|
Financial liabilities -
non current portion
|
|
74
|
|
74
|
Lease liability -
operating - non current portion
|
|
83,004
|
|
77,536
|
Contingencies - non
current portion
|
|
32,625
|
|
33,788
|
Other non-current
liabilities
|
|
21,688
|
|
69,226
|
Total non-current liabilities
|
|
144,852
|
|
187,795
|
Total
liabilities
|
|
1,105,793
|
|
1,267,788
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares, €0.025
par value, 63,350,663 and 63,248,728 shares
authorized, issued and outstanding at September 30, 2023
and December 31,
2022 , respectively.
|
|
2,082
|
|
2,079
|
Treasury stock,
7,094,574 and 5,985,104 shares at cost as of September 30,
2023 and December 31, 2022 , respectively.
|
|
(212,094)
|
|
(174,293)
|
Additional paid-in
capital
|
|
811,381
|
|
734,492
|
Accumulated other
comprehensive income (loss)
|
|
(100,482)
|
|
(91,890)
|
Retained
earnings
|
|
504,346
|
|
577,653
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
1,005,233
|
|
1,048,041
|
Non-controlling
interests
|
|
29,617
|
|
33,065
|
Total equity
|
|
1,034,850
|
|
1,081,106
|
Total equity and
liabilities
|
|
$
2,140,643
|
|
$
2,348,894
|
CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data,
unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
change
|
|
2023
|
|
2022
|
|
YoY
change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
469,193
|
|
$
446,921
|
|
5 %
|
|
$ 1,383,143
|
|
$ 1,452,578
|
|
(5) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(223,798)
|
|
(233,543)
|
|
(4) %
|
|
(676,913)
|
|
(807,758)
|
|
(16) %
|
Other cost of
revenue
|
|
(40,268)
|
|
(33,771)
|
|
19 %
|
|
(119,812)
|
|
(96,214)
|
|
25 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
205,127
|
|
179,607
|
|
14 %
|
|
586,418
|
|
548,606
|
|
7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(62,522)
|
|
(42,725)
|
|
46 %
|
|
(193,887)
|
|
(118,248)
|
|
64 %
|
Sales and operations
expenses
|
|
(94,572)
|
|
(90,051)
|
|
5 %
|
|
(308,325)
|
|
(278,363)
|
|
11 %
|
General and
administrative expenses
|
|
(36,599)
|
|
(42,353)
|
|
(14) %
|
|
(95,306)
|
|
(176,361)
|
|
(46) %
|
Total Operating
expenses
|
|
(193,693)
|
|
(175,129)
|
|
11 %
|
|
(597,518)
|
|
(572,972)
|
|
4 %
|
Income (loss) from
operations
|
|
11,434
|
|
4,478
|
|
155 %
|
|
(11,100)
|
|
(24,366)
|
|
(54) %
|
Financial and Other
income (expense)
|
|
(2,967)
|
|
3,485
|
|
(185) %
|
|
2,008
|
|
23,927
|
|
(92) %
|
Income (loss) before
taxes
|
|
8,467
|
|
7,963
|
|
6 %
|
|
(9,092)
|
|
(439)
|
|
NM
|
Provision for income
tax (expense) benefit
|
|
(1,832)
|
|
(1,442)
|
|
27 %
|
|
1,685
|
|
(4,735)
|
|
(136) %
|
Net income
(loss)
|
|
$
6,635
|
|
$
6,521
|
|
2 %
|
|
$
(7,407)
|
|
$
(5,174)
|
|
43 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
available to shareholders of Criteo
S.A.
|
|
$
6,927
|
|
$
6,579
|
|
5 %
|
|
$
(7,758)
|
|
$
(6,448)
|
|
20 %
|
Net income (loss)
available to non-controlling interests
|
|
$
(292)
|
|
$
(58)
|
|
403 %
|
|
$
351
|
|
$
1,274
|
|
(72) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding used in computing
per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
56,297,666
|
|
60,318,114
|
|
(7) %
|
|
56,173,218
|
|
60,431,597
|
|
(7) %
|
Diluted
|
|
60,172,953
|
|
63,235,811
|
|
(5) %
|
|
56,173,218
|
|
60,431,597
|
|
(7) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
allocated to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.12
|
|
$
0.11
|
|
9 %
|
|
$
(0.14)
|
|
$
(0.11)
|
|
27 %
|
Diluted
|
|
$
0.12
|
|
$
0.10
|
|
20 %
|
|
$
(0.14)
|
|
$
(0.11)
|
|
27 %
|
CRITEO
S.A.
Consolidated
Statement of Cash Flows
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Net income
(loss)
|
|
$
6,635
|
|
$
6,521
|
|
2 %
|
|
$
(7,407)
|
|
$
(5,174)
|
|
43 %
|
Non-cash and
non-operating items
|
|
(6,180)
|
|
23,816
|
|
(126) %
|
|
42,706
|
|
122,043
|
|
(65) %
|
- Amortization and provisions
|
|
18,866
|
|
20,148
|
|
(6) %
|
|
56,288
|
|
134,650
|
|
(58) %
|
- Payment for contingent liability on regulatory matters
|
|
(43,334)
|
|
—
|
|
NM
|
|
(43,334)
|
|
—
|
|
NM
|
- Equity awards compensation expense (1)
|
|
24,012
|
|
21,084
|
|
14 %
|
|
76,353
|
|
42,594
|
|
79 %
|
- Net (gain) or loss on disposal of non-current assets
|
|
(106)
|
|
335
|
|
(132) %
|
|
(8,903)
|
|
(361)
|
|
NM
|
- Interest
accrued and non-cash financial income and
expenses
|
|
—
|
|
(2,244)
|
|
(100) %
|
|
—
|
|
(2,244)
|
|
— %
|
- Change in deferred taxes
|
|
(4,206)
|
|
(8,937)
|
|
(53) %
|
|
(24,742)
|
|
(16,051)
|
|
54 %
|
- Change in income taxes
|
|
(4,392)
|
|
1,779
|
|
(347) %
|
|
(18,007)
|
|
(12,899)
|
|
40 %
|
- Other
|
|
2,980
|
|
(8,349)
|
|
(136) %
|
|
5,051
|
|
(23,646)
|
|
NM
|
Changes in working
capital related to operating
activities
|
|
19,159
|
|
11,291
|
|
70 %
|
|
27,607
|
|
13,661
|
|
NM
|
- (Increase) / Decrease in trade receivables
|
|
(50,564)
|
|
9,923
|
|
(610) %
|
|
78,890
|
|
75,399
|
|
5 %
|
- Increase / (Decrease) in trade payables
|
|
57,367
|
|
(2,549)
|
|
NM
|
|
(71,190)
|
|
(19,526)
|
|
NM
|
- (Increase) / Decrease in other current assets
|
|
8,620
|
|
(8,629)
|
|
(200) %
|
|
1,968
|
|
(23,224)
|
|
NM
|
- Increase / (Decrease) in other current liabilities
|
|
3,329
|
|
11,135
|
|
(70) %
|
|
17,926
|
|
(20,178)
|
|
NM
|
- Change in operating lease liabilities and right of use
assets
|
|
407
|
|
1,411
|
|
(71) %
|
|
13
|
|
1,190
|
|
(99) %
|
CASH FROM (USED FOR)
OPERATING ACTIVITIES
|
|
19,614
|
|
41,628
|
|
(53) %
|
|
62,906
|
|
130,530
|
|
(52) %
|
Acquisition of
intangible assets, property, plant and
equipment
|
|
(16,331)
|
|
(16,161)
|
|
1 %
|
|
(77,838)
|
|
(48,955)
|
|
59 %
|
Change in accounts
payable related to intangible assets,
property, plant and equipment
|
|
482
|
|
(4,146)
|
|
(112) %
|
|
(16,749)
|
|
7,632
|
|
NM
|
Payment for business,
net of cash acquired
|
|
—
|
|
(135,453)
|
|
(100) %
|
|
(6,957)
|
|
(135,453)
|
|
(95) %
|
Proceeds from
disposition of investment
|
|
—
|
|
—
|
|
NM
|
|
9,625
|
|
—
|
|
NM
|
Change in other
non-current financial assets
|
|
(13)
|
|
(1,259)
|
|
(99) %
|
|
(12,280)
|
|
43,052
|
|
NM
|
CASH FROM (USED FOR)
INVESTING ACTIVITIES
|
|
(15,862)
|
|
(157,019)
|
|
(90) %
|
|
(104,199)
|
|
(133,724)
|
|
(22) %
|
Proceeds from
borrowings under line-of-credit agreement
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
78,513
|
|
NM
|
Repayment of
borrowings
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
(78,513)
|
|
NM
|
Change in other
financial liabilities
|
|
—
|
|
107
|
|
(100) %
|
|
—
|
|
107
|
|
NM
|
Proceeds from exercise
of stock options
|
|
251
|
|
266
|
|
(6) %
|
|
1,948
|
|
617
|
|
NM
|
Repurchase of treasury
stocks
|
|
(28,488)
|
|
(29,828)
|
|
(4) %
|
|
(103,354)
|
|
(59,162)
|
|
75 %
|
Cash payment for
contingent consideration
|
|
—
|
|
—
|
|
NM
|
|
(22,025)
|
|
—
|
|
NM
|
Other
|
|
(504)
|
|
7,768
|
|
(106) %
|
|
(1,427)
|
|
22,242
|
|
NM
|
CASH FROM (USED FOR)
FINANCING ACTIVITIES
|
|
(28,741)
|
|
(21,687)
|
|
33 %
|
|
(124,858)
|
|
(36,196)
|
|
NM
|
Effect of exchange
rates changes on cash and cash
equivalents
|
|
(3,337)
|
|
(18,145)
|
|
(82) %
|
|
(12,192)
|
|
(68,813)
|
|
(82) %
|
Net increase (decrease)
in cash and cash equivalents
|
|
(28,326)
|
|
(155,223)
|
|
(82) %
|
|
(178,343)
|
|
(108,203)
|
|
65 %
|
Net cash and cash
equivalents at beginning of period
|
|
298,183
|
|
562,546
|
|
(47) %
|
|
448,200
|
|
515,526
|
|
(13) %
|
Net cash and cash
equivalents and restricted cash at
end of period
|
|
$
269,857
|
|
$
407,323
|
|
(34) %
|
|
$
269,857
|
|
$
407,323
|
|
(34) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
(10,276)
|
|
$ (8,600)
|
|
19 %
|
|
$
(41,377)
|
|
$
(33,685)
|
|
23 %
|
Cash paid for
interest
|
|
$
(439)
|
|
$
(333)
|
|
32 %
|
|
$ (1,055)
|
|
$
(959)
|
|
10 %
|
(1)
Share-based compensation expense according to ASC 718 Compensation
- stock compensation accounted for $23.5 million and $20.5 million
of equity awards compensation expense for the quarters ended
September 30, 2023 and 2022, respectively, and $74.9 million
and $41.1 million of equity awards compensation for the nine months
ended September 30, 2023 and 2022, 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,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM (USED FOR)
OPERATING
ACTIVITIES
|
|
$
19,614
|
|
$
41,628
|
|
(53) %
|
|
$
62,906
|
|
$
130,530
|
|
(52) %
|
Acquisition of
intangible assets, property, plant and
equipment
|
|
(16,331)
|
|
(16,161)
|
|
1 %
|
|
(77,838)
|
|
(48,955)
|
|
59 %
|
Change in accounts
payable related to intangible
assets, property, plant and equipment
|
|
482
|
|
(4,146)
|
|
(112) %
|
|
(16,749)
|
|
7,632
|
|
NM
|
FREE CASH FLOW
(1)
|
|
$
3,765
|
|
$
21,321
|
|
(82) %
|
|
$
(31,681)
|
|
$
89,207
|
|
NM
|
(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
Contribution ex-TAC to Gross Profit
(U.S. dollars in
thousands, unaudited)
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
205,127
|
|
179,607
|
|
14 %
|
|
586,418
|
|
548,606
|
|
7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Cost of
Revenue
|
40,268
|
|
33,771
|
|
19 %
|
|
119,812
|
|
96,214
|
|
25 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
$ 245,395
|
|
$ 213,378
|
|
15 %
|
|
$ 706,230
|
|
$ 644,820
|
|
10 %
|
(1) Refer to the "Non-GAAP Financial
Measures" section for a definition of this Non-GAAP
metric.
|
CRITEO
S.A.
Segment
Information
(U.S. dollars in
thousands, unaudited)
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
Segment
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
(3)
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
(3)
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
$ 385,762
|
|
$ 387,288
|
|
— %
|
|
(4) %
|
|
$
1,162,943
|
|
$
1,291,599
|
|
(10) %
|
|
(9) %
|
|
Retail Media
(2)
|
|
49,813
|
|
41,170
|
|
21 %
|
|
19 %
|
|
132,424
|
|
142,516
|
|
(7) %
|
|
(7) %
|
|
Iponweb
|
|
33,618
|
|
18,463
|
|
82 %
|
|
79 %
|
|
87,776
|
|
18,463
|
|
375 %
|
|
372 %
|
|
Total
|
|
469,193
|
|
446,921
|
|
5 %
|
|
2 %
|
|
1,383,143
|
|
1,452,578
|
|
(5) %
|
|
(4) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
163,341
|
|
158,022
|
|
3 %
|
|
1 %
|
|
489,148
|
|
522,079
|
|
(6) %
|
|
(5) %
|
|
Retail Media
(2)
|
|
48,436
|
|
36,893
|
|
31 %
|
|
29 %
|
|
129,306
|
|
104,278
|
|
24 %
|
|
24 %
|
|
Iponweb
|
|
33,618
|
|
18,463
|
|
82 %
|
|
79 %
|
|
87,776
|
|
18,463
|
|
375 %
|
|
372 %
|
|
Total
(1)
|
|
$
245,395
|
|
$
213,378
|
|
15 %
|
|
13 %
|
|
$
706,230
|
|
$
644,820
|
|
10 %
|
|
11 %
|
(1) Refer to the Non-GAAP Financial
Measures section of this filing for a definition of the Non-GAAP
metric.
|
|
(2) The
Retail Media Platform, introduced in June 2020, is a strategic
building block of Criteo's Commerce Media Platform and is reported
under the retail media segment. It is a self-service solution
providing transparency, measurement and control to brands and
retailers. In all arrangements running on this platform, Criteo
recognizes revenue on a net basis, whereas revenue from
arrangements running on legacy Retail Media solutions were
accounted for on a gross basis. Most clients using Criteo's legacy
Retail Media solutions transitioned to this platform by the end of
2022. During the transition period, Revenue declined but
Contribution ex-TAC margin increased. Contribution ex-TAC was not
impacted by this transition.
|
|
(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.
|
CRITEO
S.A.
Reconciliation of
Adjusted EBITDA to Net Income (Loss)
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Net income
(loss)
|
|
$
6,635
|
|
$
6,521
|
|
2 %
|
|
$
(7,407)
|
|
$
(5,174)
|
|
43 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial (Income)
expense
|
|
2,958
|
|
(3,526)
|
|
(184) %
|
|
(1,692)
|
|
(23,480)
|
|
(93) %
|
Provision for income
taxes
|
|
1,832
|
|
1,442
|
|
27 %
|
|
(1,685)
|
|
4,735
|
|
(136) %
|
Equity awards
compensation expense
|
|
24,323
|
|
21,084
|
|
15 %
|
|
78,219
|
|
42,594
|
|
84 %
|
Pension service
costs
|
|
179
|
|
247
|
|
(28) %
|
|
532
|
|
786
|
|
(32) %
|
Depreciation and
amortization expense
|
|
24,648
|
|
19,283
|
|
28 %
|
|
76,574
|
|
61,568
|
|
24 %
|
Acquisition-related
costs
|
|
86
|
|
6,970
|
|
(99) %
|
|
1,281
|
|
11,491
|
|
(89) %
|
Net loss contingency on
regulatory matters
|
|
(51)
|
|
(1,764)
|
|
(97) %
|
|
(21,667)
|
|
63,920
|
|
(134) %
|
Restructuring,
integration and transformation costs
|
|
7,833
|
|
(81)
|
|
NM
|
|
38,998
|
|
6,554
|
|
495 %
|
Total net
adjustments
|
|
61,808
|
|
43,655
|
|
42 %
|
|
170,560
|
|
168,168
|
|
1 %
|
Adjusted EBITDA
(1)
|
|
$
68,443
|
|
$
50,176
|
|
36 %
|
|
$
163,153
|
|
$
162,994
|
|
— %
|
(1) Refer to the "Non-GAAP Financial
Measures" section for a definition of this Non-GAAP
metric.
|
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,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Research and
Development expenses
|
|
$ (62,522)
|
|
$ (42,725)
|
|
46 %
|
|
$
(193,887)
|
|
$
(118,248)
|
|
64 %
|
Equity awards
compensation expense
|
|
11,938
|
|
11,621
|
|
3 %
|
|
44,613
|
|
21,166
|
|
111 %
|
Depreciation and
Amortization expense
|
|
9,383
|
|
3,208
|
|
192 %
|
|
28,227
|
|
9,682
|
|
192 %
|
Pension service
costs
|
|
95
|
|
130
|
|
(27) %
|
|
281
|
|
408
|
|
(31) %
|
Acquisition-related
costs
|
|
4
|
|
—
|
|
NM
|
|
507
|
|
—
|
|
NM
|
Restructuring,
integration and transformation costs
|
|
3,482
|
|
(53)
|
|
NM
|
|
8,823
|
|
985
|
|
796 %
|
Non GAAP - Research and
Development expenses
|
|
(37,620)
|
|
(27,819)
|
|
35 %
|
|
(111,436)
|
|
(86,007)
|
|
30 %
|
Sales and Operations
expenses
|
|
(94,572)
|
|
(90,051)
|
|
5 %
|
|
(308,325)
|
|
(278,363)
|
|
11 %
|
Equity awards
compensation expense
|
|
6,387
|
|
4,577
|
|
40 %
|
|
16,814
|
|
9,695
|
|
73 %
|
Depreciation and
Amortization expense
|
|
3,252
|
|
3,540
|
|
(8) %
|
|
10,127
|
|
10,878
|
|
(7) %
|
Pension service
costs
|
|
28
|
|
40
|
|
(30) %
|
|
83
|
|
119
|
|
(30) %
|
Acquisition-related
costs
|
|
—
|
|
(11)
|
|
(100) %
|
|
—
|
|
167
|
|
(100) %
|
Restructuring,
integration and transformation costs
|
|
(391)
|
|
(624)
|
|
(37) %
|
|
17,010
|
|
3,908
|
|
335 %
|
Non GAAP - Sales and
Operations expenses
|
|
(85,296)
|
|
(82,529)
|
|
3 %
|
|
(264,291)
|
|
(253,596)
|
|
4 %
|
General and
Administrative expenses
|
|
(36,599)
|
|
(42,353)
|
|
(14) %
|
|
(95,306)
|
|
(176,361)
|
|
(46) %
|
Equity awards
compensation expense
|
|
5,998
|
|
4,886
|
|
23 %
|
|
16,792
|
|
11,733
|
|
43 %
|
Depreciation and
Amortization expense
|
|
564
|
|
563
|
|
— %
|
|
1,650
|
|
1,779
|
|
(7) %
|
Pension service
costs
|
|
56
|
|
77
|
|
(27) %
|
|
168
|
|
259
|
|
(35) %
|
Acquisition-related
costs
|
|
82
|
|
6,981
|
|
(99) %
|
|
774
|
|
11,324
|
|
(93) %
|
Restructuring,
integration and transformation costs
|
|
4,742
|
|
596
|
|
696 %
|
|
13,165
|
|
1,661
|
|
693 %
|
Net loss contingency
on regulatory matters
|
|
(51)
|
|
(1,764)
|
|
(97) %
|
|
(21,667)
|
|
63,920
|
|
(134) %
|
Non GAAP - General and
Administrative expenses
|
|
(25,207)
|
|
(31,014)
|
|
(19) %
|
|
(84,424)
|
|
(85,685)
|
|
(1) %
|
Total Operating
expenses
|
|
(193,693)
|
|
(175,129)
|
|
11 %
|
|
(597,518)
|
|
(572,972)
|
|
4 %
|
Equity awards
compensation expense
|
|
24,323
|
|
21,084
|
|
15 %
|
|
78,219
|
|
42,594
|
|
84 %
|
Depreciation and
Amortization expense
|
|
13,199
|
|
7,311
|
|
81 %
|
|
40,004
|
|
22,339
|
|
79 %
|
Pension service
costs
|
|
179
|
|
247
|
|
(28) %
|
|
532
|
|
786
|
|
(32) %
|
Acquisition-related
costs
|
|
86
|
|
6,970
|
|
(99) %
|
|
1,281
|
|
11,491
|
|
(89) %
|
Restructuring,
integration and transformation costs
|
|
7,833
|
|
(81)
|
|
NM
|
|
38,998
|
|
6,554
|
|
495 %
|
Net loss contingency
on regulatory matters
|
|
(51)
|
|
(1,764)
|
|
(97) %
|
|
(21,667)
|
|
63,920
|
|
(134) %
|
Total Non GAAP
Operating expenses (1)
|
|
(148,124)
|
|
$
(141,362)
|
|
5 %
|
|
(460,151)
|
|
(425,288)
|
|
8 %
|
(1) Refer to the "Non-GAAP Financial
Measures" section for a definition of this Non-GAAP
metric.
|
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
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
6,635
|
|
$
6,521
|
|
2 %
|
|
$
(7,407)
|
|
$
(5,174)
|
|
43 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
24,323
|
|
21,084
|
|
15 %
|
|
78,219
|
|
42,594
|
|
84 %
|
Amortization of
acquisition-related intangible assets
|
|
8,692
|
|
3,531
|
|
146 %
|
|
26,037
|
|
10,853
|
|
140 %
|
Acquisition-related
costs
|
|
86
|
|
6,970
|
|
(99) %
|
|
1,281
|
|
11,491
|
|
(89) %
|
Net loss contingency on
regulatory matters
|
|
(51)
|
|
(1,764)
|
|
(97) %
|
|
(21,667)
|
|
63,920
|
|
(134) %
|
Restructuring,
integration and transformation costs
|
|
7,833
|
|
(81)
|
|
NM
|
|
38,998
|
|
6,554
|
|
495 %
|
Tax impact of the above
adjustments (1)
|
|
(4,785)
|
|
(3,036)
|
|
58 %
|
|
(15,067)
|
|
(8,978)
|
|
68 %
|
Total net
adjustments
|
|
36,098
|
|
26,704
|
|
35 %
|
|
107,801
|
|
126,434
|
|
(15) %
|
Adjusted net
income(2)
|
|
$
42,733
|
|
$
33,225
|
|
29 %
|
|
$ 100,394
|
|
$ 121,260
|
|
(17) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
56,297,666
|
|
60,318,114
|
|
|
|
56,173,218
|
|
60,431,597
|
|
|
-
Diluted
|
|
60,172,953
|
|
63,235,811
|
|
|
|
60,394,517
|
|
63,050,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
0.76
|
|
$
0.55
|
|
38 %
|
|
$
1.79
|
|
$
2.01
|
|
(11) %
|
-
Diluted
|
|
$
0.71
|
|
$
0.53
|
|
34 %
|
|
$
1.66
|
|
$
1.92
|
|
(14) %
|
(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.
|
CRITEO
S.A.
Constant Currency
Reconciliation(1)
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Nine Months
Ended
|
|
|
|
|
September
30,
|
|
|
|
September
30,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit as
reported
|
|
$
205,127
|
|
$
179,607
|
|
14 %
|
|
$
586,418
|
|
$
548,606
|
|
7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(40,268)
|
|
(33,771)
|
|
19 %
|
|
(119,812)
|
|
(96,214)
|
|
25 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC as
reported(2)
|
|
245,395
|
|
213,378
|
|
15 %
|
|
706,230
|
|
644,820
|
|
10 %
|
Conversion impact U.S.
dollar/other currencies
|
|
(4,858)
|
|
—
|
|
|
|
7,286
|
|
—
|
|
|
Contribution ex-TAC at
constant currency
|
|
240,537
|
|
213,378
|
|
13 %
|
|
713,516
|
|
644,820
|
|
11 %
|
Contribution
ex-TAC(2)/Revenue as reported
|
|
52 %
|
|
48 %
|
|
|
|
51 %
|
|
44 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
|
(223,798)
|
|
(233,543)
|
|
(4) %
|
|
(676,913)
|
|
(807,758)
|
|
(16) %
|
Conversion impact U.S.
dollar/other currencies
|
|
8,808
|
|
—
|
|
|
|
(1,850)
|
|
—
|
|
|
Traffic acquisition
costs at constant currency
|
|
(214,990)
|
|
(233,543)
|
|
(8) %
|
|
(678,763)
|
|
(807,758)
|
|
(16) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported
|
|
469,193
|
|
446,921
|
|
5 %
|
|
1,383,143
|
|
1,452,578
|
|
(5) %
|
Conversion impact U.S.
dollar/other currencies
|
|
(13,666)
|
|
—
|
|
|
|
9,136
|
|
—
|
|
|
Revenue at constant
currency
|
|
$
455,527
|
|
$
446,921
|
|
2 %
|
|
$ 1,392,279
|
|
$ 1,452,578
|
|
(4) %
|
(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.
|
CRITEO
S.A.
Information on Share
Count
(unaudited)
|
|
|
|
Nine Months
Ended
|
|
|
2023
|
|
2022
|
Shares outstanding as
at January 1,
|
|
57,263,624
|
|
60,675,474
|
Weighted average number
of shares issued during the period
|
|
(1,090,406)
|
|
(243,877)
|
Basic number of shares
- Basic EPS basis
|
|
56,173,218
|
|
60,431,597
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
—
|
|
—
|
Diluted number of
shares - Diluted EPS basis
|
|
56,173,218
|
|
60,431,597
|
|
|
|
|
|
Shares issued as at
September 30, before Treasury stocks
|
|
63,350,663
|
|
64,985,388
|
Treasury stocks as of
September 30,
|
|
(7,094,574)
|
|
(5,049,409)
|
Shares outstanding as
of September 30, after Treasury stocks
|
|
56,256,089
|
|
59,935,979
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
8,341,387
|
|
9,403,211
|
Fully diluted shares as
at September 30,
|
|
64,597,476
|
|
69,339,190
|
CRITEO
S.A.
Supplemental
Financial Information and Operating Metrics
(U.S. dollars in
thousands except where stated, unaudited)
|
|
|
YoY
Change
|
QoQ
Change
|
Q3
2023
|
Q2
2023
|
Q1
2023
|
Q4
2022
|
Q3
2022
|
Q2
2022
|
Q1
2022
|
Q4
2021
|
Q3
2021
|
Q2
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
(3) %
|
(1) %
|
18,423
|
18,646
|
18,679
|
18,990
|
19,008
|
18,911
|
18,764
|
NA
|
NA
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
5 %
|
— %
|
469,193
|
468,934
|
445,016
|
564,425
|
446,921
|
495,090
|
510,567
|
653,267
|
508,580
|
551,311
|
Americas
|
6 %
|
4 %
|
213,607
|
204,755
|
188,288
|
281,806
|
201,274
|
213,340
|
194,847
|
287,270
|
204,428
|
221,227
|
EMEA
|
9 %
|
4 %
|
164,890
|
158,215
|
160,214
|
185,125
|
150,915
|
176,867
|
193,954
|
234,559
|
188,354
|
209,303
|
APAC
|
(4) %
|
(14) %
|
90,696
|
105,964
|
96,514
|
97,494
|
94,732
|
104,883
|
121,766
|
131,438
|
115,798
|
120,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
5 %
|
— %
|
469,193
|
468,934
|
445,016
|
564,425
|
446,921
|
495,090
|
510,567
|
653,267
|
508,580
|
551,311
|
Marketing
Solutions
|
— %
|
(2) %
|
385,762
|
395,274
|
381,907
|
470,918
|
387,288
|
440,423
|
463,888
|
577,962
|
458,622
|
487,465
|
Retail Media
(2)
|
21 %
|
12 %
|
49,813
|
44,590
|
38,021
|
59,801
|
41,170
|
54,667
|
46,679
|
75,305
|
49,958
|
63,846
|
Iponweb
|
82 %
|
16 %
|
33,618
|
29,070
|
25,088
|
33,706
|
18,463
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
(4) %
|
(2) %
|
(223,798)
|
(228,717)
|
(224,398)
|
(281,021)
|
(233,543)
|
(280,565)
|
(293,650)
|
(377,076)
|
(297,619)
|
(331,078)
|
Marketing
Solutions
|
(3) %
|
(2) %
|
(222,421)
|
(227,645)
|
(223,729)
|
(278,302)
|
(229,266)
|
(262,454)
|
(277,800)
|
(349,584)
|
(276,498)
|
(294,132)
|
Retail Media
(2)
|
(68) %
|
28 %
|
(1,377)
|
(1,072)
|
(669)
|
(2,719)
|
(4,277)
|
(18,111)
|
(15,850)
|
(27,492)
|
(21,121)
|
(36,946)
|
Iponweb
|
NM
|
NM
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
15 %
|
2 %
|
245,395
|
240,217
|
220,618
|
283,404
|
213,378
|
214,525
|
216,917
|
276,191
|
210,961
|
220,233
|
Marketing
Solutions
|
3 %
|
(3) %
|
163,341
|
167,629
|
158,178
|
192,616
|
158,022
|
177,969
|
186,088
|
228,378
|
182,124
|
193,333
|
Retail Media
(2)
|
31 %
|
11 %
|
48,436
|
43,518
|
37,352
|
57,082
|
36,893
|
36,556
|
30,829
|
47,813
|
28,837
|
26,900
|
Iponweb
|
82 %
|
16 %
|
33,618
|
29,070
|
25,088
|
33,706
|
18,463
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
(53) %
|
NM
|
19,614
|
1,328
|
41,964
|
125,455
|
41,628
|
13,972
|
74,930
|
66,012
|
51,179
|
26,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
(22) %
|
(65) %
|
15,849
|
45,519
|
33,219
|
14,522
|
20,307
|
15,452
|
5,564
|
10,145
|
15,957
|
13,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
(34) %
|
(9) %
|
269,857
|
298,183
|
380,663
|
448,200
|
407,323
|
562,546
|
589,343
|
515,527
|
497,458
|
489,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
(1) %
|
(1) %
|
3,487
|
3,514
|
3,636
|
3,716
|
3,537
|
3,146
|
2,939
|
2,781
|
2,658
|
2,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding
(days - end of month) (3)
|
(17)
days
|
(8)
days
|
61
|
69
|
74
|
71
|
78
|
76
|
74
|
65
|
70
|
66
|
(1)
Refer to the "Non-GAAP Financial Measures" section for a definition
of this Non-GAAP metric.
|
|
(2) The
Retail Media Platform, introduced in June 2020, is a strategic
building block of Criteo's Commerce Media Platform and is reported
under the retail media segment. It is a self-service solution
providing transparency, measurement and control to brands and
retailers. In all arrangements running on this platform, Criteo
recognizes revenue on a net basis, whereas revenue from
arrangements running on legacy Retail Media solutions were
accounted for on a gross basis. Most clients using Criteo's legacy
Retail Media solutions transitioned to this platform by the end of
2022. During the transition period, Revenue declined but
Contribution ex-TAC margin increased. Contribution ex-TAC was not
impacted by this transition.
|
|
(3) 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.
|
View original
content:https://www.prnewswire.com/news-releases/criteo-reports-strong-third-quarter-2023-results-301974959.html
SOURCE Criteo Corp