Criteo Reports Results for the Second Quarter 2018, Adjust Fiscal 2018 Outlook and Announces Acquisition of Pioneering Retail Media Technology Platform

NEW YORK – August 1, 2018 – Criteo S.A. (NASDAQ: CRTO), the advertising platform for the
open Internet, today announced financial results for the second quarter ended June 30, 2018.

• Revenue decreased 1% (or 3% at constant currency1) to $537 million.
• Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC2, grew 5% (or 2% at constant
currency) to $230 million, or 42.9% of revenue.
• Adjusted EBITDA2 grew 27% (or 20% at constant currency) to $69 million, or 30% of Revenue ex-TAC.
• Cash flow from operating activities decreased 33% to $40 million.
• Free Cash Flow2 was $22 million.
• Net income increased 96% to $15 million.
• Adjusted net income per diluted share2 increased 36% to $0.53.
• We expect Revenue ex-TAC for fiscal year 2018 to grow between -1% and +1% at constant currency.
• We are raising our Adjusted EBITDA margin outlook for fiscal year 2018 to between 30% and 32% of
Revenue ex-TAC.
• We have entered into a definitive agreement to acquire Storetail, a pioneering retail media technology
platform enabling retailers to monetize native placements on their ecommerce sites.

“From the conversations I have had with clients since returning as CEO, I’ve heard many positive comments
on the value we bring” said JB Rudelle, CEO. “We are building on this trust to expand our client relationships
with more products and solutions”.

“Our model once again proves to be strong and resilient,” commented Benoit Fouilland, CFO, “as the
combination of growth, increasing profitability and strong cash flow demonstrated in Q2”.

Operating Highlights

• We ended the quarter with 19,000 commerce and brand clients, a 16% increase year-over-year, while
maintaining client retention at close to 90% for all products.
• Revenue ex-TAC from non-retargeting products, including Criteo Customer Acquisition, Criteo
Audience Match and Criteo Sponsored Products, increased 72% year-over-year at constant currency,
to 6% of our total business.
• Our mobile in-app business grew 38% year-over-year on a Revenue ex-TAC basis.
• Criteo Direct Bidder, our header bidding technology, is now connected to over 2,300 large publishers,
compared to 2,000 in Q1.
• Same-client Revenue ex-TAC3 decreased 3% at constant currency due to headwinds from user
coverage limitations in Safari.

Revenue and Revenue ex-TAC

Revenue decreased 1%, or 3% at constant currency, to $537 million (Q2 2017: $542 million). Revenue ex-
TAC grew 5%, or 2% at constant currency, to $230 million (Q2 2017: $220 million). This increase was
primarily driven by the addition of new clients across regions, sizes and products, and the improving Revenue
ex-TAC margin over the period, and was achieved despite significant headwinds from external factors in
our business with existing clients.
• In the Americas, Revenue ex-TAC grew 4%, or 4% at constant currency, to $87 million and represented
38% of total Revenue ex-TAC.
• In EMEA, Revenue ex-TAC grew 4%, and decreased 1% at constant currency, to $89 million and
represented 38% of total Revenue ex-TAC.
• In Asia-Pacific, Revenue ex-TAC grew 7%, or 6% at constant currency, to $54 million and represented
24% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue improved 230 basis points to 42.9%.

 

Net Income and Adjusted Net Income

Net income increased 96% to $15 million (Q2 2017: $8 million). Net income available to shareholders of
Criteo S.A. was $14 million, or $0.20 per share on a diluted basis (Q2 2017: $6 million, or $0.09 per share
on a diluted basis).

Adjusted net income, or net income adjusted to eliminate the impact of equity awards compensation
expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price
consideration, restructuring costs and the tax impact of these adjustments, increased 35% to $35 million,
or $0.53 per share on a diluted basis (Q2 2017: $26 million, or $0.39 per share on a diluted basis).

 

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA grew 27%, or 20% at constant currency, to $69 million (Q2 2017: $54 million). This
increase in Adjusted EBITDA was primarily driven by the Revenue ex-TAC performance across regions
and temporary savings in expenses, related to hiring delays, in particular in the midmarket.
Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 30% (Q2 2017: 25%), improving by
more than 500-basis point year-over-year.

Operating expenses increased 1% to $176 million (Q2 2017: $174 million). Operating expenses, excluding
the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and
amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-
GAAP Operating Expenses, decreased 1% to $147 million (Q2 2017: $148 million) partly driven by the fact
that we did not host our Global Employee Summit in 2018.

Cash Flow and Cash Position

Cash flow from operating activities decreased 33% to $40 million (Q2 2017: $60 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 33% to $22 million (Q2 2017: $33 million).

Total cash and cash equivalents increased $66 million compared to the end of 2017 to $480 million.

Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of August 1, 2018.

Third Quarter 2018 Guidance:
• We expect Revenue ex-TAC to be between $218 million and $223 million. This implies a constantcurrency
growth of -5% to -3%.
• We expect Adjusted EBITDA to be between $61 million and $66 million.

We are adjusting our Fiscal Year 2018 Guidance:
• We now expect Revenue ex-TAC for fiscal year 2018 to grow between -1% and +1% at constant
currency.
• We are raising our Adjusted EBITDA margin outlook for fiscal year 2018 to between 30% and 32% of
Revenue ex-TAC.

The above guidance for the quarter ending September 30, 2018 and the fiscal year ending December
31, 2018, assumes the following average exchange rates over both the nine months to September 30,
2018 and the twelve months to December 31, 2018, for the main currencies impacting our business: a U.S.
dollar-euro rate of 0.84, a U.S. dollar-Japanese Yen rate of 110, a U.S. dollar-British pound rate of 0.73
and a U.S. dollar-Brazilian real rate of 3.51.

The above guidance assumes no acquisitions are completed during the quarter ending September 30,
2018, and the fiscal year ending December 31, 2018.

Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S.
GAAP measure is 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.
We expect the variability of the above charges to have a significant, and potentially unpredictable,
impact on our future U.S. GAAP financial results.

Acquisition of Storetail

Criteo has entered into a definitive agreement to acquire Storetail, a pioneering retail media technology
platform that enables retailers to monetize native placements on their ecommerce sites on a CPM basis.
The 2016 Hooklogic acquisition, and the subsequent Criteo Sponsored Products solution, have allowed
Criteo to partner more deeply with retailers from an on-site monetization perspective to reach and
engage shoppers throughout every stage of the funnel. While having no material revenue contribution at
closing, the addition of Storetail’s highly complementary technology is an important building block to
enable Criteo to offer a full monetization platform to retailers.

We expect the deal to close in the third quarter of this year, subject to certain conditions precedent

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 (the “SEC”): Revenue ex-TAC,
Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin,
Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow and Non-GAAP
Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs (“TAC”) generated over the
applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our
geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key
measures used by our management and board of directors to evaluate our operating performance,
generate future operating plans and make strategic decisions regarding the allocation of capital. In
particular, we believe that the elimination of TAC from revenue can provide a useful measure for periodto-
period comparisons of our business and across our geographies. Accordingly, we believe that
Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information
to investors and the market generally in understanding and evaluating our operating results 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, restructuring costs, acquisition-related costs and deferred price consideration.
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 by eliminating equity awards compensation expense, pension service costs, restructuring
costs, acquisition-related costs and deferred price consideration, 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 intangible assets, acquisition-related costs and deferred
price consideration, restructuring costs and the tax impact of these adjustments. Adjusted Net Income
and Adjusted Net Income per diluted share 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 by eliminating equity awards
compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs
and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted
Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period
comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net
Income per diluted share 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 is a key measure used by our management and board of directors
to evaluate the Company’s ability to generate cash. Accordingly, we believe that Free Cash Flow permits
a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the
impact of depreciation and amortization, equity awards compensation expense, pension service costs,
restructuring costs, acquisition-related costs and deferred price consideration. 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 Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region,
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 Revenue ex-TAC, Revenue ex-TAC by Region, 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 June 30, 2018 and the fiscal year ending December 31, 2018, 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 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,
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, 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, 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 Revenue 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 March 1, 2018, the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018, filed with the SEC on May 4, 2018, and the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2018, that will be filed with the SEC, as well as future filings and reports by the
Company. 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 earnings conference call will take place today, August 1, 2018, at 8:00 AM ET, 2:00 PM CET.
The conference call will be webcast live on the Company’s website http://ir.criteo.com and will be
available for replay.

Conference call details:
• U.S. callers: +1 855 209 8212
• International callers: +1 412 317 0788 or +33 1 76 74 05 02
Please ask to be joined into the “Criteo S.A.” call.

About Criteo
Criteo (NASDAQ: CRTO) is the advertising platform for the open Internet, an ecosystem that
favors neutrality, transparency and inclusiveness. 2,700 Criteo team members partner with close to
19,000 customers and thousands of publishers around the globe to deliver effective advertising across
all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers
companies of all sizes with the technology they need to better know and serve their customers. For
more information, please visit www.criteo.com.

Contacts
Criteo Investor Relations
Edouard Lassalle, VP, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com

Criteo Public Relations
Emma Ferns, VP Global Communications, e.ferns@criteo.com

 

1 Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2017 average exchange rates for the relevant period to 2018 figures.
2 Revenue ex-TAC, Adjusted EBITDA, Adjusted net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
3 Same-client Revenue ex-TAC is the Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.