Deployed $62 Million to Repurchase Shares in Q1 2024Raises Full Year 2024 Outlook NEW YORK, May 2, 2024 /PRNewswire/ -- Criteo S.A. (NASDAQ:CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2024. First Quarter 2024 Financial Highlights: The following table summarizes our consolidated financial results for the three months ended March 31, 2024:   Three Months Ended March 31, 2024 2023 YoY Change (in millions, except EPS data) GAAP Results Revenue $450 $445 1 % Gross Profit $217 $182 20 % Net Income (loss) $9 $(12) 171 % Gross Profit margin 48 % 41 % 7 ppt Diluted EPS $0.12 $(0.21) 157 % Cash from operating activities $14 $42 (67) % Cash and cash equivalents $267 $306 (13) % Non-GAAP Results1 Contribution ex-TAC $254 $221 15 % Adjusted EBITDA $71 $39 83 % Adjusted diluted EPS $0.80 $0.50 60 % Free Cash Flow (FCF) $1 $9 (91) % FCF / Adjusted EBITDA 1 % 23 % (22) ppt   "We are proud to be the leading AdTech player in Retail Media and the platform of choice for performance-based targeting, which, we believe, will drive sustainable growth and shareholder value," said Megan Clarken, Chief Executive Officer of Criteo. "I am thrilled to report a record start to the year, and I am confident that we will continue to build on this momentum." Operating Highlights Retail Media Contribution ex-TAC grew 34% year-over-year at constant currency2 and same-retailer Contribution ex-TAC3 retention for Retail Media was 136%. We expanded our platform adoption to 2,700 brands and close to 225 retailers and marketplaces, including Ticketmaster. We also expanded our partnership with Walmart Connect in Guatemala, Costa Rica, Nicaragua, Honduras, and El Salvador. We achieved our first accreditation by the Media Rating Council (MRC) for Retail Media measurement. Performance Media4 Contribution ex-TAC was up 13% year-over-year at constant currency2. Criteo's activated media spend5 was $4.2 billion in the last 12 months and $1.0 billion in Q1 2024, growing 13% year-over-year at constant currency2. We deployed $62 million of capital for share repurchases in Q1 2024, and we intend to return $150 million of capital to shareholders in 2024. We nominated Ernst Teunissen for election to the Board of directors of the Company at the 2024 Annual Meeting of Shareholders. ___________________________________________________ 1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP. 2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar. 3 Same-retailer Contribution ex-TAC retention is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us the same quarter in the following year. 4 Beginning with the first quarter of 2024, Criteo changed its segment reporting structure to two reportable segments: Retail Media and Performance Media. See the Form 8-K filed with the SEC on March 4, 2024 for more details. 5 Activated media spend is defined as the media spend activated on behalf of our Retail Media clients and our Performance Media clients.   Financial Summary Revenue for Q1 2024 was $450 million, gross profit was $217 million and Contribution ex-TAC was $254 million. Net income for Q1 was $9 million, or $0.12 per share on a diluted basis. Adjusted EBITDA for Q1 was $71 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q1 increased by 1%, gross profit increased 20% and Contribution ex-TAC increased by 15%. At constant currency, revenue for Q1 increased by 3% and Contribution ex-TAC increased by 17%. Cash flow from operating activities was $14 million in Q1 and Free Cash Flow was $1 million in Q1. As of March 31, 2024, we had $289 million in cash and marketable securities on our balance sheet. Sarah Glickman, Chief Financial Officer, said, "We are raising our full-year 2024 guidance after delivering a record first quarter performance. We are confident in our business strategy and financial strength, which is reflected in the deployment of $62 million of capital for share repurchases in Q1." First Quarter 2024 Result Revenue, Gross Profit and Contribution ex-TAC Revenue increased by 1% year-over-year in Q1 2024, or 3% at constant currency, to $450 million (Q1 2023: $445 million). Gross profit increased by 20% year-over-year in Q1 2024 to $217 million (Q1 2023: $182 million). Gross profit as a percentage of revenue, or gross profit margin, was 48% (Q1 2023: 41%). Contribution ex-TAC in the first quarter increased 15% year-over-year, or increased 17% at constant currency, to $254 million (Q1 2023: $221 million). Retail Media revenue increased 34%, or 33% at constant currency, reflecting continued strength in Retail Media onsite. Retail Media Contribution ex-TAC increased 34%, or 34% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform. Performance Media revenue was down 2%, or flat at constant currency, and Performance Media Contribution ex-TAC increased 11%, or increased 13% at constant currency, driven by the continued traction of Commerce Audiences as more clients adopt full funnel activation. Net Income (Loss) and Adjusted Net Income Net income was $9 million in Q1 2024 (Q1 2023: net loss of $12 million). Net income allocated to shareholders of Criteo was $7 million, or $0.12 per share on a diluted basis (Q1 2023: net loss available to shareholders of $12 million, or $0.21 per share on a diluted basis). Adjusted net income, a non-GAAP financial measure, was $47 million, or $0.80 per share on a diluted basis (Q1 2023: $28 million, or $0.50 per share on a diluted basis). Adjusted EBITDA and Operating Expenses Adjusted EBITDA was $71 million, representing an increase of 83% year-over-year (Q1 2023: $39 million). This 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 28% (Q1 2023: 18%). Operating expenses increased by 1% year-over-year to $207 million (Q1 2023: $205 million), mostly driven by planned growth investments partially offset by cost efficiencies. Non-GAAP operating expenses were flat at $155 million (Q1 2023: $155 million). Cash Flow, Cash and Financial Liquidity Position Cash flow from operating activities was $14 million in Q1 2024 (Q1 2023: $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, was $1 million in Q1 2024 (Q1 2023: $9 million). Cash and cash equivalents, and marketable securities, decreased $70 million compared to December 31, 2023 to $289 million, after spending $62 million on share repurchases in the first three months of 2024. As of March 31, 2024, the Company had total financial liquidity of approximately $805 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A. 2024 Business Outlook The following forward-looking statements reflect Criteo's expectations as of May 2, 2024. Fiscal year 2024 guidance: We now expect Contribution ex-TAC to grow high-single-digit at constant currency, compared to our previous guidance of mid-single-digit growth at constant currency. We now expect an Adjusted EBITDA margin of approximately 31% of Contribution ex-TAC, compared to our previous guidance of 29% to 30% of Contribution ex-TAC. Second quarter 2024 guidance: We expect Contribution ex-TAC between $261 million and $265 million, or year-over-year growth at constant-currency of +10% to +12%. We expect Adjusted EBITDA between $70 million and $74 million. The guidance for the second quarter and fiscal year ending December 31, 2024 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.915, a U.S. dollar-Japanese Yen rate of 149, a U.S. dollar-British pound rate of 0.785, a U.S. dollar-Korean Won rate of 1,342 and a U.S. dollar-Brazilian real rate of 4.95. The guidance assumes that no additional acquisitions are completed during the second quarter of 2024 or the fiscal year ended December 31, 2024. Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results. 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. 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 March 31, 2024 and the year ending December 31, 2024, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and volatile interest rates in the U.S. have impacted Criteo's business, financial condition, cash flow and results of operations. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise. Conference Call Information Criteo's senior management team will discuss the Company's earnings on a call that will take place today, May 2, 2024, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay. United States:   +1 800 836 8184 International:   +1 646 357 8785 France   080-094-5120 Please ask to be joined into the "Criteo" call. About Criteo Criteo (NASDAQ:CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.  Contacts Criteo Investor RelationsMelanie Dambre, Criteo Public RelationsJessica Meyers, Financial information to follow     CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited) March 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $                         266,862 $                         336,341 Trade receivables, net of allowances of $ 43.1 million and $ 43.3 million at March 31, 2024 and December 31, 2023, respectively 610,676 775,589 Income taxes 1,912 2,065 Other taxes 142,630 109,306 Other current assets 50,131 48,291 Restricted cash - current 75,000 75,000 Marketable securities - current portion 11,226 5,970 Total current assets 1,158,437 1,352,562 Property, plant and equipment, net 116,798 126,494 Intangible assets, net 175,259 180,888 Goodwill 521,198 524,197 Right of Use Asset - operating lease 106,765 112,487 Marketable securities - non current portion 10,811 16,575 Non-current financial assets 5,372 5,294 Other non-current assets 60,221 60,742 Deferred tax assets 51,389 52,680     Total non-current assets 1,047,813 1,079,357 Total assets $                     2,206,250 $                     2,431,919 Liabilities and shareholders' equity Current liabilities: Trade payables $                         629,634 $                         838,522 Contingencies - current portion 1,387 1,467 Income taxes 14,693 17,213 Financial liabilities - current portion 4,946 3,389 Lease liability - operating - current portion 31,848 35,398 Other taxes 92,768 66,659 Employee - related payables 123,293 113,287 Other current liabilities 96,410 104,552 Total current liabilities 994,979 1,180,487 Deferred tax liabilities 3,167 1,083 Defined benefit plans 4,357 4,123 Financial liabilities - non current portion 76 77 Lease liability - operating - non current portion 80,059 83,051 Contingencies - non current portion 32,625 32,625 Other non-current liabilities 18,388 19,082     Total non-current liabilities 138,672 140,041 Total liabilities 1,133,651 1,320,528 Commitments and contingencies Shareholders' equity: Common shares, €0.025 par value, 61,181,001 and 61,165,663 shares authorized, issued and outstanding at March 31, 2024 and December 31, 2023, respectively. 2,024 2,023 Treasury stock, 6,617,119 and 5,400,572 shares at cost as of March 31, 2024 and December 31, 2023 , respectively. (204,363) (161,788) Additional paid-in capital 797,492 769,240 Accumulated other comprehensive income (loss) (96,763) (85,326) Retained earnings 543,092 555,456 Equity - attributable to shareholders of Criteo S.A. 1,041,482 1,079,605 Non-controlling interests 31,117 31,786 Total equity 1,072,599 1,111,391 Total equity and liabilities $                     2,206,250 $                     2,431,919   CRITEO S.A.Consolidated Statement of Operations(U.S. dollars in thousands, except share and per share data, unaudited) Three Months Ended March 31, 2024 2023 YoY change Revenue $    450,055 $    445,016 1 % Cost of revenue Traffic acquisition cost (196,167) (224,398) 13 % Other cost of revenue (36,665) (39,109) 6 % Gross profit 217,223 181,509 20 %