2023 Activated Media Spend Up 30% to
$4.1 Billion
Deployed $125
Million to Repurchase Shares in 2023 and Increases
Share Buyback Authorization by $150
Million
Targeting Mid-Single-Digit Growth in
2024
NEW
YORK, Feb. 7, 2024 /PRNewswire/ --
Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the
commerce media company, today announced financial results for the
fourth quarter and fiscal year ended December 31, 2023.
Fourth Quarter and Fiscal Year 2023 Financial
Highlights:
The following table summarizes our consolidated financial
results for the three months and twelve months ended December 31, 2023:
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
December
31,
|
|
December
31,
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
(in millions, except
EPS data)
|
GAAP
Results
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$566
|
|
$564
|
|
0.3 %
|
|
$1,949
|
|
$2,017
|
|
(3) %
|
Gross Profit
|
|
$277
|
|
$247
|
|
12 %
|
|
$863
|
|
$795
|
|
9 %
|
Net Income
|
|
$62
|
|
$16
|
|
287 %
|
|
$55
|
|
$11
|
|
402 %
|
Gross Profit
margin
|
|
49 %
|
|
44 %
|
|
5ppt
|
|
44 %
|
|
39 %
|
|
5ppt
|
Diluted EPS
|
|
$1.02
|
|
$0.25
|
|
308 %
|
|
$0.88
|
|
$0.14
|
|
529 %
|
Cash from operating
activities
|
|
$161
|
|
$125
|
|
29 %
|
|
$224
|
|
$256
|
|
(12) %
|
Cash and cash
equivalents
|
|
$336
|
|
$348
|
|
(3) %
|
|
$336
|
|
$348
|
|
(3) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Results1
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
|
$316
|
|
$283
|
|
12 %
|
|
$1,023
|
|
$928
|
|
10 %
|
Contribution ex-TAC
margin
|
|
56 %
|
|
50 %
|
|
6ppt
|
|
52 %
|
|
46 %
|
|
6ppt
|
Adjusted
EBITDA
|
|
$139
|
|
$104
|
|
33 %
|
|
$302
|
|
$267
|
|
13 %
|
Adjusted diluted
EPS
|
|
$1.52
|
|
$0.84
|
|
81 %
|
|
$3.18
|
|
$2.76
|
|
15 %
|
Free Cash Flow
(FCF)
|
|
$142
|
|
$111
|
|
28 %
|
|
$110
|
|
$200
|
|
(45) %
|
FCF / Adjusted
EBITDA
|
|
102 %
|
|
106 %
|
|
(4)ppt
|
|
36 %
|
|
75 %
|
|
(39)ppt
|
"We achieved double-digit growth for the second consecutive
year, with a historic milestone of crossing $1 billion in Contribution ex-TAC for the first
time and Retail Media now surpassing $200
million in annual revenue," said Megan Clarken, Chief Executive Officer of
Criteo. "As we step into 2024, we look forward to harnessing the
opportunities that lie ahead, and our commitment remains steadfast
towards sustainable, profitable growth to drive shareholder
value."
Operating Highlights
- Criteo's activated media spend2 was $1.3 billion in Q4 and $4.1 billion in the last 12 months, growing 30%
year-over-year at constant currency3.
- Our focus on efficiencies delivered over $70 million in cost savings and an adjusted
EBITDA margin of 30% in 2023.
- Retail Media Contribution ex-TAC grew 29% year-over-year at
constant currency3 in Q4 and 26% in 2023.
- Same-retailer Contribution ex-TAC4 retention for
Retail Media was 121% in both Q4 and 2023.
- We expanded our platform adoption to 2,600 brands and 220
retailers, including Albertsons and PcComponentes.
- Marketing Solutions Contribution ex-TAC was up 6%
year-over-year at constant currency3 in Q4.
- We deployed $125 million of
capital for share repurchases in 2023, and our Board of Directors
authorized a $150 million increase to
the Company's existing share repurchase program in February 2024.
- We amended our syndicated credit facility to a €407 million
($450 million) sustainability-linked
credit facility.
- The Science Based Targets Initiative approved Criteo's
greenhouse gas (GHG) emissions reduction targets, in line with the
Paris Agreement's goal to limit the global average temperature
increase to 1.5° Celsius.
|
|
|
|
|
|
|
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 Q4 2023 was $566
million, gross profit was $277
million and Contribution ex-TAC was $316 million. Net income for Q4 was $62 million, or $1.02 per share on a diluted basis. Adjusted
EBITDA for Q4 was $139 million,
resulting in an adjusted diluted EPS of $1.52. As reported, revenue for Q4 was flat,
gross profit increased 12% and Contribution ex-TAC increased by
12%. At constant currency, revenue for Q4 was flat and Contribution
ex-TAC increased by 10%.
Revenue for the fiscal year 2023 was $1.9
billion, gross profit was $863
million and Contribution ex-TAC was $1.0 billion. As reported, revenue for 2023
decreased by 3%, gross profit increased 9% and Contribution ex-TAC
increased by 10%. At constant currency, revenue for 2023 decreased
by 3% and Contribution ex-TAC increased by 11%. Net income for
fiscal 2023 was $55 million, or
$0.88 per share on a diluted basis.
Fiscal year 2023 Adjusted EBITDA was $302
million, resulting in an adjusted diluted EPS of
$3.18. Cash flow from operating
activities was $161 million in Q4 and Free Cash Flow was
$142 million in Q4. As of
December 31, 2023, we had
$359 million in cash and marketable
securities on our balance sheet.
Sarah Glickman, Chief Financial
Officer, said, "In 2023, we delivered an adjusted EBITDA margin of
30%, above guidance, and we deployed $125 million of capital for share repurchases to
drive shareholder value. Our record fourth quarter performance
reflects building momentum for our Commerce Media Platform
and our strong focus on cost efficiencies, setting the stage for
continued growth and robust profitability in 2024."
Fourth Quarter 2023 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue was flat year-over-year in Q4 2023, and flat at constant
currency, to $566 million (Q4 2022: $564 million).
Gross profit increased by 12% year-over-year in Q4 2023 to
$277 million (Q4 2022: $247 million). Gross profit as a percentage of
revenue, or gross profit margin, was 49% (Q4 2022: 44%).
Contribution ex-TAC in the fourth quarter increased 12%
year-over-year, or increased 10% at constant currency, to
$316 million (Q4 2022: $283 million). Contribution
ex-TAC as a percentage of revenue, or Contribution ex-TAC margin,
was 56% (Q4 2022: 50%), up 600 basis points year-over-year, largely
driven by Retail Media and Marketing Solutions.
- Marketing Solutions revenue decreased 3%, or 3% at constant
currency, and Marketing Solutions Contribution ex-TAC increased 8%,
or 6% at constant currency, driven by the continued traction of
Commerce Audiences as more clients adopt full funnel
activation.
- Retail Media revenue increased 28%, or 26% at constant
currency, reflecting continued strength in Retail Media onsite.
Retail Media Contribution ex-TAC increased 30%, 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 3%, or 2% at constant currency, to
$35 million.
Net Income and Adjusted Net Income
Net income was $62 million in Q4 2023 (Q4 2022: net
income of $16 million). Net income allocated to shareholders
of Criteo was $61 million, or
$1.02 per share on a diluted basis
(Q4 2022: net income available to shareholders of
$15 million, or $0.25 per share
on a diluted basis).
Adjusted net income, a non-GAAP financial measure, was
$91 million, or $1.52 per share
on a diluted basis (Q4 2022: $52 million, or $0.84 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was $139 million,
representing an increase of 33% year-over-year (Q4 2022:
$104 million). This reflects higher Contribution ex-TAC over
the period and planned cost reduction actions. Adjusted EBITDA as a
percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was
44% (Q4 2022: 37%).
Operating expenses decreased by 5% year-over-year to
$188 million (Q4 2022: $198 million), mostly driven
by cost reduction actions. Non-GAAP operating expenses decreased by
5% to $147 million (Q4 2022: $154
million).
Fiscal Year 2023 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue decreased by 3% year-over-year, or 3% at constant
currency, to $1,949 million (FY 2022:
$2,017 million). Gross profit
increased by 9% year-over-year to $863
million (FY 2022: $795
million). Gross profit as a percentage of revenue, or gross
profit margin, was 44% (FY 2022: 39%). Contribution ex-TAC
increased 10% year-over-year, or increased 11% at constant
currency, to $1,023 million (FY 2022:
$928 million). Contribution ex-TAC as
a percentage of revenue, or Contribution ex-TAC margin, was 52% (FY
2022: 46%), up 600 basis points year-over-year, largely driven by
Retail Media and Iponweb.
- Marketing Solutions revenue decreased 8%, or 8% at constant
currency, and Marketing Solutions Contribution ex-TAC decreased 3%,
or 2% at constant currency, driven by lower Retargeting, partially
offset by solid growth for Commerce Audiences.
- Retail Media revenue increased 3%, or 3% at constant currency,
reflecting the impact related to the client migration to the
Company's platform. Retail Media Contribution ex-TAC increased 26%,
or 26% at constant currency, driven by continued strength in Retail
Media onsite, new client integrations and growing network effects
of the platform.
- Iponweb revenue increased 135%, or 133% at constant currency,
to $122 million following the closing
of the acquisition on August 1,
2022.
Net Income and Adjusted Net Income
Net income was $55 million (FY
2022: $11 million). Net income
available to shareholders of Criteo was $53
million, or $0.88 per share on
a diluted basis (FY 2022: $9 million,
or $0.14 per share on a diluted
basis).
Adjusted net income was $191
million, or $3.18 per share on
a diluted basis (FY 2022: $173
million, or $2.76 per share on
a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was $302 million,
representing an increase of 13% year-over-year (FY 2022:
$267 million). This reflects
higher Contribution ex-TAC and planned cost reduction actions.
Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted
EBITDA margin, was 30% (FY 2022: 29%).
Operating expenses increased 2% year-over-year to $786 million (FY 2022: $771 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% or $28 million to
$607 million (FY 2022: $580 million).
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities increased to
$161 million in Q4 2023 (Q4 2022: $125 million).
Free Cash Flow, defined as cash flow from operating activities
less acquisition of intangible assets, property, plant and
equipment and change in accounts payable related to intangible
assets, property, plant and equipment, increased to
$142 million in Q4 2023 (Q4 2022: $111 million).
Cash and cash equivalents, and marketable securities, decreased
$14 million compared to December 31, 2022 to $359 million, after
spending $125 million on share
repurchases in 2023.
As of December 31, 2023, the
Company had total financial liquidity of approximately $837 million, including its cash position,
marketable securities, revolving credit facility and treasury
shares reserved for M&A.
Sustainability-Linked Revolving Credit Facility
A key pillar of our sustainability strategy is reducing our
carbon footprint, and we committed to reducing our greenhouse gas
(GHG) emissions by 2030 in line with the 1.5°C scenario of the
Paris Agreement. Criteo recently became the first AdTech company to
have its GHG emissions reduction targets approved by the Science
Based Targets initiative ("SBTi").
On November 17, 2023, we updated
certain terms of our €407 million ($450
million) syndicated credit facility to a €407 million
($450 million) sustainability-linked
credit facility, the framework for which was provided for in the
initial credit facility agreement. Certain terms and conditions of
the amended credit facility are now linked to our sustainability
goals to increase the representation of women in tech roles and
reduce our GHG emissions, while the rest of the credit facility
agreement remains unchanged.
2024 Business Outlook
The following forward-looking statements reflect Criteo's
expectations as of February 7,
2024.
Fiscal year 2024 guidance:
- Mid-single-digit growth in Contribution ex-TAC at constant
currency
- Adjusted EBITDA margin of approximately 29% to 30% of
Contribution ex-TAC
First quarter 2024 guidance:
- Contribution ex-TAC between $243
million and $247 million,
or year-over-year growth at constant-currency of +10% to +12%
- Adjusted EBITDA between $50
million and $54
million
The above guidance for the first 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 0.909, a U.S. dollar-Japanese
Yen rate of 145, a U.S. dollar-British pound rate of 0.791, a U.S.
dollar-Korean Won rate of 1,300 and a U.S. dollar-Brazilian real
rate of 4.95.
The above guidance assumes that no additional acquisitions are
completed during the first 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.
Extension of Share Repurchase Authorization
Criteo's Board of Directors has authorized a $150 million extension of its previously
authorized share repurchase program of up to $480 million of the Company's outstanding
American Depository Shares to an increased amount of up to
$630 million. The Company intends to
use repurchased shares under this extended program to satisfy
employee equity obligations in lieu of issuing new shares, which
would limit future dilution for its shareholders, as well as to
fund potential acquisitions in the future.
Under the terms of the authorization, the stock purchases may be
made from time to time in compliance with applicable state and
federal securities laws and applicable provisions of French
corporate law. The timing and amounts of any purchases will be
based on market conditions and other factors including price,
regulatory requirements and capital availability, as determined by
Criteo's management team. The program does not require the purchase
of any minimum number of shares and may be suspended, modified or
discontinued at any time without prior notice.
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 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 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, February 7, 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: +1 855 209
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
Jessica
Meyers, j.meyers@criteo.com
Financial information to follow
CRITEO
S.A.
Consolidated
Statement of Financial Position
(U.S. dollars in
thousands, unaudited)
|
|
|
|
December 31,
2023
|
|
December 31,
2022
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
336,341
|
|
$
348,200
|
Trade receivables, net
of allowances of $ 43.3 million and $ 47.8 million at
December 31, 2023 and
December 31, 2022, respectively
|
|
775,589
|
|
708,949
|
Income
taxes
|
|
2,065
|
|
23,609
|
Other taxes
|
|
109,306
|
|
78,274
|
Other current
assets
|
|
48,291
|
|
51,866
|
Restricted cash -
current
|
|
75,000
|
|
25,000
|
Marketable securities
- current portion
|
|
5,970
|
|
25,098
|
Total current
assets
|
|
1,352,562
|
|
1,260,996
|
Property, plant and
equipment, net
|
|
126,494
|
|
131,207
|
Intangible assets,
net
|
|
180,888
|
|
175,983
|
Goodwill
|
|
524,197
|
|
515,140
|
Right of Use Asset -
operating lease
|
|
112,487
|
|
102,176
|
Restricted cash - non
current
|
|
—
|
|
75,000
|
Marketable securities -
non current portion
|
|
16,575
|
|
—
|
Non-current financial
assets
|
|
5,294
|
|
5,928
|
Other non-current
assets
|
|
60,742
|
|
50,818
|
Deferred tax
assets
|
|
52,680
|
|
31,646
|
Total non-current assets
|
|
1,079,357
|
|
1,087,898
|
Total assets
|
|
$
2,431,919
|
|
$
2,348,894
|
|
|
|
|
|
Liabilities and
shareholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Trade
payables
|
|
$
838,522
|
|
$
742,918
|
Contingencies -
current portion
|
|
1,467
|
|
65,759
|
Income
taxes
|
|
17,213
|
|
13,037
|
Financial liabilities
- current portion
|
|
3,389
|
|
219
|
Lease liability -
operating - current portion
|
|
35,398
|
|
31,003
|
Other taxes
|
|
66,659
|
|
58,031
|
Employee - related
payables
|
|
113,287
|
|
85,569
|
Other current
liabilities
|
|
104,552
|
|
83,457
|
Total current
liabilities
|
|
1,180,487
|
|
1,079,993
|
Deferred tax
liabilities
|
|
1,083
|
|
3,463
|
Defined benefit
plans
|
|
4,123
|
|
3,708
|
Financial liabilities -
non current portion
|
|
77
|
|
74
|
Lease liability -
operating - non current portion
|
|
83,051
|
|
77,536
|
Contingencies - non
current portion
|
|
32,625
|
|
33,788
|
Other non-current
liabilities
|
|
19,082
|
|
69,226
|
Total non-current liabilities
|
|
140,041
|
|
187,795
|
Total
liabilities
|
|
1,320,528
|
|
1,267,788
|
Commitments and
contingencies
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
Common shares, €0.025
par value, 61,165,663 and 63,248,728 shares
authorized, issued and
outstanding at December 31, 2023 and December 31,
2022 ,
respectively.
|
|
2,023
|
|
2,079
|
Treasury stock,
5,400,572 and 5,985,104 shares at cost as of
December 31,
2023 and
December 31, 2022 , respectively.
|
|
(161,788)
|
|
(174,293)
|
Additional paid-in
capital
|
|
769,240
|
|
734,492
|
Accumulated other
comprehensive income (loss)
|
|
(85,326)
|
|
(91,890)
|
Retained
earnings
|
|
555,456
|
|
577,653
|
Equity - attributable
to shareholders of Criteo S.A.
|
|
1,079,605
|
|
1,048,041
|
Non-controlling
interests
|
|
31,786
|
|
33,065
|
Total equity
|
|
1,111,391
|
|
1,081,106
|
Total equity and
liabilities
|
|
$
2,431,919
|
|
$
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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
change
|
|
2023
|
|
2022
|
|
YoY
change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
566,302
|
|
$
564,425
|
|
— %
|
|
$ 1,949,445
|
|
$ 2,017,003
|
|
(3) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
cost
|
|
(249,926)
|
|
(281,021)
|
|
(11) %
|
|
(926,839)
|
|
(1,088,779)
|
|
(15) %
|
Other cost of
revenue
|
|
(39,750)
|
|
(36,810)
|
|
8 %
|
|
(159,562)
|
|
(133,024)
|
|
20 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
276,626
|
|
246,594
|
|
12 %
|
|
863,044
|
|
795,200
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development expenses
|
|
(48,402)
|
|
(69,348)
|
|
(30) %
|
|
(242,289)
|
|
(187,596)
|
|
29 %
|
Sales and operations
expenses
|
|
(97,687)
|
|
(99,633)
|
|
(2) %
|
|
(406,012)
|
|
(377,996)
|
|
7 %
|
General and
administrative expenses
|
|
(42,219)
|
|
(28,969)
|
|
46 %
|
|
(137,525)
|
|
(205,330)
|
|
(33) %
|
Total Operating
expenses
|
|
(188,308)
|
|
(197,950)
|
|
(5) %
|
|
(785,826)
|
|
(770,922)
|
|
2 %
|
Income (loss) from
operations
|
|
88,318
|
|
48,644
|
|
82 %
|
|
77,218
|
|
24,278
|
|
218 %
|
Financial and Other
income (expense)
|
|
(4,498)
|
|
(6,144)
|
|
(27) %
|
|
(2,490)
|
|
17,783
|
|
(114) %
|
Income (loss) before
taxes
|
|
83,820
|
|
42,500
|
|
97 %
|
|
74,728
|
|
42,061
|
|
78 %
|
Provision for income
tax (expense) benefit
|
|
(21,769)
|
|
(26,451)
|
|
(18) %
|
|
(20,084)
|
|
(31,186)
|
|
(36) %
|
Net income
(loss)
|
|
$
62,051
|
|
$
16,049
|
|
287 %
|
|
$
54,644
|
|
$
10,875
|
|
402 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
available to shareholders of Criteo S.A.
|
|
$
61,017
|
|
$
15,400
|
|
296 %
|
|
$
53,259
|
|
$
8,952
|
|
495 %
|
Net income (loss)
available to non-controlling interests
|
|
$
1,034
|
|
$
649
|
|
59 %
|
|
$
1,385
|
|
$
1,923
|
|
(28) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
56,107,042
|
|
58,732,771
|
|
(4) %
|
|
56,170,658
|
|
60,004,707
|
|
(6) %
|
Diluted
|
|
59,687,020
|
|
61,898,460
|
|
(4) %
|
|
60,231,627
|
|
62,760,198
|
|
(4) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
allocated to shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.09
|
|
$
0.26
|
|
319 %
|
|
$
0.95
|
|
$
0.15
|
|
533 %
|
Diluted
|
|
$
1.02
|
|
$
0.25
|
|
308 %
|
|
$
0.88
|
|
$
0.14
|
|
529 %
|
CRITEO
S.A.
Consolidated
Statement of Cash Flows
(U.S. dollars in
thousands, unaudited)
|
|
|
|
Three Months
Ended
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Net income
(loss)
|
|
$
62,051
|
|
$
16,049
|
|
287 %
|
|
$
54,644
|
|
$
10,875
|
|
NM
|
Non-cash and
non-operating items
|
|
60,663
|
|
62,986
|
|
(4) %
|
|
103,369
|
|
185,029
|
|
(44) %
|
- Amortization and provisions
|
|
16,048
|
|
15,611
|
|
3 %
|
|
72,336
|
|
150,261
|
|
(52) %
|
- Payment for contingent liability on regulatory matters
|
|
—
|
|
—
|
|
NM
|
|
(43,334)
|
|
—
|
|
NM
|
- Equity awards compensation expense (1)
|
|
20,832
|
|
22,440
|
|
(7) %
|
|
97,185
|
|
65,034
|
|
49 %
|
- Net (gain) or loss on disposal of non-current assets
|
|
974
|
|
167
|
|
483 %
|
|
(7,929)
|
|
(194)
|
|
NM
|
- Interest
accrued and non-cash financial income and expenses
|
|
—
|
|
1,985
|
|
(100) %
|
|
—
|
|
(259)
|
|
— %
|
- Change in uncertain tax positions
|
|
(566)
|
|
412
|
|
(237) %
|
|
(880)
|
|
412
|
|
NM
|
- Net change in fair
value of Earn-out
|
|
845
|
|
771
|
|
10 %
|
|
2,344
|
|
771
|
|
NM
|
- Change in deferred taxes
|
|
1,154
|
|
19,653
|
|
(94) %
|
|
(23,588)
|
|
3,602
|
|
NM
|
- Change in income taxes
|
|
22,431
|
|
1,947
|
|
NM
|
|
4,424
|
|
(10,952)
|
|
NM
|
- Other
|
|
(1,055)
|
|
—
|
|
NM
|
|
2,811
|
|
(23,646)
|
|
NM
|
Changes in working
capital related to operating activities
|
|
38,626
|
|
46,420
|
|
(17) %
|
|
66,233
|
|
60,081
|
|
10 %
|
- (Increase) / Decrease in trade receivables
|
|
(135,234)
|
|
(117,309)
|
|
15 %
|
|
(56,344)
|
|
(41,910)
|
|
34 %
|
- Increase / (Decrease) in trade payables
|
|
159,127
|
|
153,318
|
|
4 %
|
|
87,937
|
|
133,792
|
|
(34) %
|
- (Increase) / Decrease in other current assets
|
|
(10,447)
|
|
8,537
|
|
(222) %
|
|
(8,479)
|
|
(14,687)
|
|
(42) %
|
- Increase / (Decrease) in other current liabilities
|
|
25,889
|
|
2,316
|
|
NM
|
|
43,815
|
|
(17,862)
|
|
NM
|
- Change in operating lease liabilities and right of use
assets
|
|
(709)
|
|
(442)
|
|
60 %
|
|
(696)
|
|
748
|
|
NM
|
CASH FROM (USED FOR)
OPERATING ACTIVITIES
|
|
161,340
|
|
125,455
|
|
29 %
|
|
224,246
|
|
255,985
|
|
(12) %
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(14,663)
|
|
(35,841)
|
|
(59) %
|
|
(92,501)
|
|
(84,796)
|
|
9 %
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(5,061)
|
|
21,319
|
|
(124) %
|
|
(21,810)
|
|
28,951
|
|
NM
|
Payment for business,
net of cash acquired
|
|
132
|
|
(2,574)
|
|
(105) %
|
|
(6,825)
|
|
(138,027)
|
|
(95) %
|
Proceeds from
disposition of investment
|
|
(778)
|
|
—
|
|
NM
|
|
8,847
|
|
—
|
|
NM
|
Change in other
non-current financial assets
|
|
15,857
|
|
(15,299)
|
|
(204) %
|
|
3,577
|
|
27,753
|
|
(87) %
|
CASH FROM (USED FOR)
INVESTING ACTIVITIES
|
|
(4,513)
|
|
(32,395)
|
|
(86) %
|
|
(108,712)
|
|
(166,119)
|
|
(35) %
|
Proceeds from
borrowings under line-of-credit agreement
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
78,513
|
|
NM
|
Repayment of
borrowings
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
(78,513)
|
|
NM
|
Change in other
financial liabilities
|
|
235
|
|
(372)
|
|
(163) %
|
|
235
|
|
(265)
|
|
NM
|
Proceeds from exercise
of stock options
|
|
(3)
|
|
411
|
|
(101) %
|
|
1,945
|
|
1,028
|
|
89 %
|
Repurchase of treasury
stocks
|
|
(22,135)
|
|
(76,523)
|
|
(71) %
|
|
(125,489)
|
|
(135,685)
|
|
(8) %
|
Cash payment for
contingent consideration
|
|
—
|
|
—
|
|
NM
|
|
(22,025)
|
|
—
|
|
NM
|
Other
|
|
(493)
|
|
(364)
|
|
35 %
|
|
(1,920)
|
|
21,878
|
|
NM
|
CASH FROM (USED FOR)
FINANCING ACTIVITIES
|
|
(22,396)
|
|
(76,848)
|
|
(71) %
|
|
(147,254)
|
|
(113,044)
|
|
30 %
|
Effect of exchange
rates changes on cash and cash equivalents
|
|
6,969
|
|
24,665
|
|
(72) %
|
|
(5,223)
|
|
(44,149)
|
|
(88) %
|
Net increase (decrease)
in cash and cash equivalents
|
|
141,400
|
|
40,877
|
|
246 %
|
|
(36,943)
|
|
(67,327)
|
|
(45) %
|
Net cash and cash
equivalents at beginning of period
|
|
269,857
|
|
407,323
|
|
(34) %
|
|
448,200
|
|
515,526
|
|
(13) %
|
Net cash and cash
equivalents and restricted cash at end of period
|
|
$
411,257
|
|
$
448,200
|
|
(8) %
|
|
$
411,257
|
|
$
448,200
|
|
(8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes,
net of refunds
|
|
$
1,250
|
|
$ (4,439)
|
|
(128) %
|
|
$
(40,127)
|
|
$
(38,124)
|
|
5 %
|
Cash paid for
interest
|
|
$
(424)
|
|
$
(339)
|
|
25 %
|
|
$ (1,539)
|
|
$ (1,298)
|
|
19 %
|
|
(1) Share-based compensation expense
according to ASC 718 Compensation - stock compensation accounted
for $20.3 million and $22.1 million of equity awards compensation
expense for the quarters ended December 31, 2023 and 2022,
respectively, and $95.3 million and $63.2 million of equity awards
compensation for the twelve months ended December 31, 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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FROM (USED FOR)
OPERATING ACTIVITIES
|
|
$
161,340
|
|
$
125,455
|
|
29 %
|
|
$
224,246
|
|
$
255,985
|
|
(12) %
|
Acquisition of
intangible assets, property, plant and equipment
|
|
(14,663)
|
|
(35,841)
|
|
(59) %
|
|
(92,501)
|
|
(84,796)
|
|
9 %
|
Change in accounts
payable related to intangible assets, property, plant and
equipment
|
|
(5,061)
|
|
21,319
|
|
(124) %
|
|
(21,810)
|
|
28,951
|
|
NM
|
FREE CASH FLOW
(1)
|
|
$
141,616
|
|
$
110,933
|
|
28 %
|
|
$
109,935
|
|
$
200,140
|
|
(45) %
|
|
(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
|
|
|
|
Twelve Months
Ended
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
276,626
|
|
246,594
|
|
12 %
|
|
863,044
|
|
795,200
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Cost of
Revenue
|
39,750
|
|
36,810
|
|
8 %
|
|
159,562
|
|
133,024
|
|
20 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
$ 316,376
|
|
$ 283,404
|
|
12 %
|
|
$
1,022,606
|
|
$ 928,224
|
|
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
|
|
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
|
|
|
December
31,
|
|
|
|
|
|
December
31,
|
|
|
|
|
|
Segment
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
(3)
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
YoY
Change
at
Constant
Currency
(3)
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
$ 455,030
|
|
$ 470,918
|
|
(3) %
|
|
(3) %
|
|
$
1,617,973
|
|
$
1,762,517
|
|
(8) %
|
|
(8) %
|
|
Retail Media
(2)
|
|
76,583
|
|
59,801
|
|
28 %
|
|
26 %
|
|
209,007
|
|
202,317
|
|
3 %
|
|
3 %
|
|
Iponweb
|
|
34,689
|
|
33,706
|
|
3 %
|
|
2 %
|
|
122,465
|
|
52,169
|
|
135 %
|
|
133 %
|
|
Total
|
|
566,302
|
|
564,425
|
|
0.3 %
|
|
0.3 %
|
|
1,949,445
|
|
2,017,003
|
|
(3) %
|
|
(3) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
ex-TAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
Solutions
|
|
207,533
|
|
192,616
|
|
8 %
|
|
6 %
|
|
696,681
|
|
714,695
|
|
(3) %
|
|
(2) %
|
|
Retail Media
(2)
|
|
74,154
|
|
57,082
|
|
30 %
|
|
29 %
|
|
203,460
|
|
161,360
|
|
26 %
|
|
26 %
|
|
Iponweb
|
|
34,689
|
|
33,706
|
|
3 %
|
|
2 %
|
|
122,465
|
|
52,169
|
|
135 %
|
|
133 %
|
|
Total
(1)
|
|
$
316,376
|
|
$
283,404
|
|
12 %
|
|
10 %
|
|
$
1,022,606
|
|
$
928,224
|
|
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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Net income
(loss)
|
|
$
62,051
|
|
$
16,049
|
|
287 %
|
|
$
54,644
|
|
$
10,875
|
|
402 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial (Income)
expense
|
|
4,497
|
|
6,427
|
|
(30) %
|
|
2,805
|
|
(17,053)
|
|
(116) %
|
Provision for income
taxes
|
|
21,769
|
|
26,451
|
|
(18) %
|
|
20,084
|
|
31,186
|
|
(36) %
|
Equity awards
compensation expense
|
|
21,003
|
|
22,441
|
|
(6) %
|
|
99,222
|
|
65,035
|
|
53 %
|
Pension service
costs
|
|
(131)
|
|
970
|
|
(114) %
|
|
401
|
|
1,756
|
|
(77) %
|
Depreciation and
amortization expense
|
|
23,079
|
|
27,450
|
|
(16) %
|
|
99,653
|
|
89,018
|
|
12 %
|
Acquisition-related
costs
|
|
613
|
|
1,093
|
|
(44) %
|
|
1,894
|
|
12,584
|
|
(85) %
|
Net loss contingency on
regulatory matters
|
|
35
|
|
(699)
|
|
(105) %
|
|
(21,632)
|
|
63,221
|
|
(134) %
|
Restructuring,
integration and transformation costs
|
|
5,729
|
|
4,123
|
|
39 %
|
|
44,727
|
|
10,677
|
|
319 %
|
Total net
adjustments
|
|
76,594
|
|
88,256
|
|
(13) %
|
|
247,154
|
|
256,424
|
|
(4) %
|
Adjusted EBITDA
(1)
|
|
$
138,645
|
|
$
104,305
|
|
33 %
|
|
$
301,798
|
|
$
267,299
|
|
13 %
|
|
(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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
Research and
Development expenses
|
|
$ (48,402)
|
|
$ (69,348)
|
|
(30) %
|
|
$
(242,289)
|
|
$
(187,596)
|
|
29 %
|
Equity awards
compensation expense
|
|
10,465
|
|
15,348
|
|
(32) %
|
|
55,078
|
|
36,514
|
|
51 %
|
Depreciation and
Amortization expense
|
|
10,258
|
|
12,792
|
|
(20) %
|
|
38,485
|
|
22,474
|
|
71 %
|
Pension service
costs
|
|
(18)
|
|
483
|
|
(104) %
|
|
263
|
|
891
|
|
(70) %
|
Acquisition-related
costs
|
|
(3)
|
|
(2)
|
|
50 %
|
|
504
|
|
165
|
|
205 %
|
Restructuring,
integration and transformation costs
|
|
1,030
|
|
633
|
|
63 %
|
|
9,853
|
|
1,618
|
|
509 %
|
Non GAAP - Research and
Development expenses
|
|
(26,670)
|
|
(40,094)
|
|
(33) %
|
|
(138,106)
|
|
(125,934)
|
|
10 %
|
Sales and Operations
expenses
|
|
(97,687)
|
|
(99,633)
|
|
(2) %
|
|
(406,012)
|
|
(377,996)
|
|
7 %
|
Equity awards
compensation expense
|
|
4,819
|
|
4,505
|
|
7 %
|
|
21,633
|
|
14,200
|
|
52 %
|
Depreciation and
Amortization expense
|
|
3,140
|
|
3,930
|
|
(20) %
|
|
13,267
|
|
14,808
|
|
(10) %
|
Pension service
costs
|
|
(132)
|
|
220
|
|
(160) %
|
|
(49)
|
|
339
|
|
(114) %
|
Acquisition-related
costs
|
|
—
|
|
—
|
|
NM
|
|
—
|
|
—
|
|
NM
|
Restructuring,
integration and transformation costs
|
|
2,913
|
|
408
|
|
614 %
|
|
19,923
|
|
4,316
|
|
362 %
|
Non GAAP - Sales and
Operations expenses
|
|
(86,947)
|
|
(90,570)
|
|
(4) %
|
|
(351,238)
|
|
(344,333)
|
|
2 %
|
General and
Administrative expenses
|
|
(42,219)
|
|
(28,969)
|
|
46 %
|
|
(137,525)
|
|
(205,330)
|
|
(33) %
|
Equity awards
compensation expense
|
|
5,719
|
|
2,588
|
|
121 %
|
|
22,511
|
|
14,321
|
|
57 %
|
Depreciation and
Amortization expense
|
|
477
|
|
(925)
|
|
(152) %
|
|
2,127
|
|
854
|
|
149 %
|
Pension service
costs
|
|
19
|
|
267
|
|
(93) %
|
|
187
|
|
526
|
|
(64) %
|
Acquisition-related
costs
|
|
616
|
|
1,095
|
|
(44) %
|
|
1,390
|
|
12,419
|
|
(89) %
|
Restructuring,
integration and transformation costs
|
|
1,786
|
|
3,082
|
|
(42) %
|
|
14,951
|
|
4,743
|
|
215 %
|
Net loss contingency
on regulatory matters
|
|
35
|
|
(699)
|
|
(105) %
|
|
(21,632)
|
|
63,221
|
|
(134) %
|
Non GAAP - General and
Administrative expenses
|
|
(33,567)
|
|
(23,561)
|
|
42 %
|
|
(117,991)
|
|
(109,246)
|
|
8 %
|
Total Operating
expenses
|
|
(188,308)
|
|
(197,950)
|
|
(5) %
|
|
(785,826)
|
|
(770,922)
|
|
2 %
|
Equity awards
compensation expense
|
|
21,003
|
|
22,441
|
|
(6) %
|
|
99,222
|
|
65,035
|
|
53 %
|
Depreciation and
Amortization expense
|
|
13,875
|
|
15,797
|
|
(12) %
|
|
53,879
|
|
38,136
|
|
41 %
|
Pension service
costs
|
|
(131)
|
|
970
|
|
(114) %
|
|
401
|
|
1,756
|
|
(77) %
|
Acquisition-related
costs
|
|
613
|
|
1,093
|
|
(44) %
|
|
1,894
|
|
12,584
|
|
(85) %
|
Restructuring,
integration and transformation costs
|
|
5,729
|
|
4,123
|
|
39 %
|
|
44,727
|
|
10,677
|
|
319 %
|
Net loss contingency
on regulatory matters
|
|
35
|
|
(699)
|
|
(105) %
|
|
(21,632)
|
|
63,221
|
|
(134) %
|
Total Non GAAP
Operating expenses (1)
|
|
(147,184)
|
|
$
(154,225)
|
|
(5) %
|
|
(607,335)
|
|
(579,513)
|
|
5 %
|
|
(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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
62,051
|
|
$
16,049
|
|
287 %
|
|
$
54,644
|
|
$
10,875
|
|
402 %
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards
compensation expense
|
|
21,003
|
|
22,441
|
|
(6) %
|
|
99,222
|
|
65,035
|
|
53 %
|
Amortization of
acquisition-related intangible assets
|
|
8,943
|
|
12,423
|
|
(28) %
|
|
34,980
|
|
23,276
|
|
50 %
|
Acquisition-related
costs
|
|
613
|
|
1,093
|
|
(44) %
|
|
1,894
|
|
12,584
|
|
(85) %
|
Net loss contingency on
regulatory matters
|
|
35
|
|
(699)
|
|
(105) %
|
|
(21,632)
|
|
63,221
|
|
(134) %
|
Restructuring,
integration and transformation costs
|
|
5,729
|
|
4,123
|
|
39 %
|
|
44,727
|
|
10,677
|
|
319 %
|
Tax impact of the above
adjustments (1)
|
|
(7,469)
|
|
(3,535)
|
|
111 %
|
|
(22,536)
|
|
(12,513)
|
|
80 %
|
Total net
adjustments
|
|
28,854
|
|
35,846
|
|
(20) %
|
|
136,655
|
|
162,280
|
|
(16) %
|
Adjusted net
income(2)
|
|
$
90,905
|
|
$
51,895
|
|
75 %
|
|
$ 191,299
|
|
$ 173,155
|
|
10 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
56,107,042
|
|
58,732,771
|
|
|
|
56,170,658
|
|
60,004,707
|
|
|
-
Diluted
|
|
59,687,020
|
|
61,898,460
|
|
|
|
60,231,627
|
|
62,760,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic
|
|
$
1.62
|
|
$
0.88
|
|
84 %
|
|
$
3.41
|
|
$
2.89
|
|
18 %
|
-
Diluted
|
|
$
1.52
|
|
$
0.84
|
|
81 %
|
|
$
3.18
|
|
$
2.76
|
|
15 %
|
|
(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
|
|
|
|
Twelve Months
Ended
|
|
|
|
|
December
31,
|
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
2023
|
|
2022
|
|
YoY
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit as
reported
|
|
$
276,626
|
|
$
246,594
|
|
12 %
|
|
$
863,044
|
|
$
795,200
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cost of revenue
as reported
|
|
(39,750)
|
|
(36,810)
|
|
8 %
|
|
(159,562)
|
|
(133,024)
|
|
20 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC as
reported(2)
|
|
316,376
|
|
283,404
|
|
12 %
|
|
1,022,606
|
|
928,224
|
|
10 %
|
Conversion impact U.S.
dollar/other currencies
|
|
(4,174)
|
|
—
|
|
|
|
3,112
|
|
—
|
|
|
Contribution ex-TAC at
constant currency
|
|
312,202
|
|
283,404
|
|
10 %
|
|
1,025,718
|
|
928,224
|
|
11 %
|
Contribution
ex-TAC(2)/Revenue as reported
|
|
56 %
|
|
50 %
|
|
|
|
52 %
|
|
46 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traffic acquisition
costs as reported
|
|
(249,926)
|
|
(281,021)
|
|
(11) %
|
|
(926,839)
|
|
(1,088,779)
|
|
(15) %
|
Conversion impact U.S.
dollar/other currencies
|
|
(3,965)
|
|
—
|
|
|
|
(5,815)
|
|
—
|
|
|
Traffic acquisition
costs at constant currency
|
|
(253,891)
|
|
(281,021)
|
|
(10) %
|
|
(932,654)
|
|
(1,088,779)
|
|
(14) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue as
reported
|
|
566,302
|
|
564,425
|
|
0.3 %
|
|
1,949,445
|
|
2,017,003
|
|
(3) %
|
Conversion impact U.S.
dollar/other currencies
|
|
(209)
|
|
—
|
|
|
|
8,927
|
|
—
|
|
|
Revenue at constant
currency
|
|
$
566,093
|
|
$
564,425
|
|
0.3 %
|
|
$ 1,958,372
|
|
$ 2,017,003
|
|
(3) %
|
|
(1) Constant
currency measures exclude the impact of foreign currency
fluctuations and is computed by applying the prior year monthly
exchange rates to transactions denominated in settlement or billing
currencies other than the US dollar.
|
|
(2) Refer to the "Non-GAAP Financial
Measures" section for a definition of this Non-GAAP
metric.
|
CRITEO
S.A.
Information on Share
Count
(unaudited)
|
|
|
|
Twelve 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
|
|
(1,092,966)
|
|
(670,767)
|
Basic number of shares
- Basic EPS basis
|
|
56,170,658
|
|
60,004,707
|
Dilutive effect of
share options, warrants, employee warrants - Treasury
method
|
|
4,060,969
|
|
2,755,491
|
Diluted number of
shares - Diluted EPS basis
|
|
60,231,627
|
|
62,760,198
|
|
|
|
|
|
Shares issued as at
December 31, before Treasury stocks
|
|
61,165,663
|
|
63,248,728
|
Treasury stocks as of
December 31,
|
|
(5,400,572)
|
|
(5,985,104)
|
Shares outstanding as
of December 31, after Treasury stocks
|
|
55,765,091
|
|
57,263,624
|
Total dilutive effect
of share options, warrants, employee warrants
|
|
8,471,113
|
|
9,507,770
|
Fully diluted shares as
at December 31,
|
|
64,236,204
|
|
66,771,394
|
CRITEO
S.A.
Supplemental
Financial Information and Operating Metrics
(U.S. dollars in
thousands except where stated, unaudited)
|
|
|
YoY
Change
|
QoQ
Change
|
Q4
2023
|
Q3
2023
|
Q2
2023
|
Q1
2023
|
Q4
2022
|
Q3
2022
|
Q2
2022
|
Q1
2022
|
Q4
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Clients
|
(4) %
|
(1) %
|
18,197
|
18,423
|
18,646
|
18,679
|
18,990
|
19,008
|
18,911
|
18,764
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
0.3 %
|
21 %
|
566,302
|
469,193
|
468,934
|
445,016
|
564,425
|
446,921
|
495,090
|
510,567
|
653,267
|
Americas
|
(0.4) %
|
31 %
|
280,597
|
213,607
|
204,755
|
188,288
|
281,806
|
201,274
|
213,340
|
194,847
|
287,270
|
EMEA
|
2 %
|
15 %
|
189,291
|
164,890
|
158,215
|
160,214
|
185,125
|
150,915
|
176,867
|
193,954
|
234,559
|
APAC
|
(1) %
|
6 %
|
96,414
|
90,696
|
105,964
|
96,514
|
97,494
|
94,732
|
104,883
|
121,766
|
131,438
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
0.3 %
|
21 %
|
566,302
|
469,193
|
468,934
|
445,016
|
564,425
|
446,921
|
495,090
|
510,567
|
653,267
|
Marketing
Solutions
|
(3) %
|
18 %
|
455,030
|
385,762
|
395,274
|
381,907
|
470,918
|
387,288
|
440,423
|
463,888
|
577,962
|
Retail Media
(2)
|
28 %
|
54 %
|
76,583
|
49,813
|
44,590
|
38,021
|
59,801
|
41,170
|
54,667
|
46,679
|
75,305
|
Iponweb
|
3 %
|
3 %
|
34,689
|
33,618
|
29,070
|
25,088
|
33,706
|
18,463
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC
|
(11) %
|
12 %
|
(249,926)
|
(223,798)
|
(228,717)
|
(224,398)
|
(281,021)
|
(233,543)
|
(280,565)
|
(293,650)
|
(377,076)
|
Marketing
Solutions
|
(11) %
|
11 %
|
(247,497)
|
(222,421)
|
(227,645)
|
(223,729)
|
(278,302)
|
(229,266)
|
(262,454)
|
(277,800)
|
(349,584)
|
Retail Media
(2)
|
(11) %
|
76 %
|
(2,429)
|
(1,377)
|
(1,072)
|
(669)
|
(2,719)
|
(4,277)
|
(18,111)
|
(15,850)
|
(27,492)
|
Iponweb
|
NM
|
NM
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution ex-TAC
(1)
|
12 %
|
29 %
|
316,376
|
245,395
|
240,217
|
220,618
|
283,404
|
213,378
|
214,525
|
216,917
|
276,191
|
Marketing
Solutions
|
8 %
|
27 %
|
207,533
|
163,341
|
167,629
|
158,178
|
192,616
|
158,022
|
177,969
|
186,088
|
228,378
|
Retail Media
(2)
|
30 %
|
53 %
|
74,154
|
48,436
|
43,518
|
37,352
|
57,082
|
36,893
|
36,556
|
30,829
|
47,813
|
Iponweb
|
3 %
|
3 %
|
34,689
|
33,618
|
29,070
|
25,088
|
33,706
|
18,463
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operating activities
|
29 %
|
723 %
|
161,340
|
19,614
|
1,328
|
41,964
|
125,455
|
41,628
|
13,972
|
74,930
|
66,012
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
36 %
|
24 %
|
19,724
|
15,849
|
45,519
|
33,219
|
14,522
|
20,307
|
15,452
|
5,564
|
10,145
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
position
|
(8) %
|
52 %
|
411,257
|
269,857
|
298,183
|
380,663
|
448,200
|
407,323
|
562,546
|
589,343
|
515,527
|
|
|
|
|
|
|
|
|
|
|
|
|
Headcount
|
(4) %
|
2 %
|
3,563
|
3,487
|
3,514
|
3,636
|
3,716
|
3,537
|
3,146
|
2,939
|
2,781
|
|
|
|
|
|
|
|
|
|
|
|
|
Days Sales
Outstanding (days - end of month) (3)
|
(13)
days
|
(3)
days
|
58
|
61
|
69
|
74
|
71
|
78
|
76
|
74
|
65
|
|
(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-record-fourth-quarter-2023-results-302055356.html
SOURCE Criteo Corp