News

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¹ Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the 2019 average exchange rates for the relevant period to 2020 figures.

² Revenue ex-TAC, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA at constant currency, Adjusted EBITDA margin, Adjusted diluted EPS, Free Cash Flow and growth at constant currency are not measures calculated in accordance with U.S. GAAP.

³ Same-client revenue or Revenue ex-TAC is the revenue or 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.

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

December 31, 2019

March 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

418,763

$

436,506

 Trade receivables, net of allowances of $16.1 million and $23.1 million at December 31, 2019 and March 31, 2020, respectively 

481,732

364,440

Income taxes

21,817

23,101

Other taxes

60,924

65,293

Other current assets

17,225

19,832

Total current assets

1,000,461

909,172

Property, plant and equipment, net

194,161

181,848

Intangible assets, net

86,886

79,818

Goodwill

317,100

315,266

Right of Use Asset - operating lease

142,044

139,954

Non-current financial assets

21,747

20,373

Deferred tax assets

27,985

29,458

    Total non-current assets

789,923

766,717

Total assets

$

1,790,384

$

1,675,889

Liabilities and shareholders' equity

Current liabilities:

Trade payables

$

390,277

$

300,315

Contingencies

6,385

6,020

Income taxes

3,422

3,013

Financial liabilities - current portion

3,636

2,303

Lease liability - operating - current portion

45,853

47,288

Other taxes

50,099

49,159

Employee - related payables

74,781

73,251

Other current liabilities

35,886

35,709

Total current liabilities

610,339

517,058

Deferred tax liabilities

9,272

7,922

Retirement benefit obligation

8,485

7,111

Financial liabilities - non current portion

769

555

Lease liability - operating - non current portion

117,988

113,920

Other non-current liabilities

5,543

2,715

    Total non-current liabilities

142,057

132,223

Total liabilities

752,396

649,281

Commitments and contingencies

Shareholders' equity:

Common shares, €0.025 par value, 66,197,181 and 66,202,881 shares authorized, issued and outstanding at December 31, 2019 and March 31, 2020, respectively.

2,158

2,158

Treasury stock, 3,903,673 and 4,533,650 shares at cost as of December 31, 2019 and March 31, 2020, respectively.

(74,900)

(79,834)

Additional paid-in capital

668,389

676,510

Accumulated other comprehensive (loss)

(40,105)

(54,283)

Retained earnings

451,725

450,480

Equity - attributable to shareholders of Criteo S.A.

1,007,267

995,031

Non-controlling interests

30,721

31,577

Total equity

1,037,988

1,026,608

Total equity and liabilities

$

1,790,384

$

1,675,889

CRITEO S.A.

Consolidated Statement of Income

(U.S. dollars in thousands, except share and per share data, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Revenue

$

558,123

$

503,376

(10)

%

Cost of revenue

Traffic acquisition cost

(322,429)

(297,364)

(8)

%

Other cost of revenue

(26,045)

(33,806)

30

%

Gross profit

209,649

172,206

(18)

%

Operating expenses:

Research and development expenses

(46,577)

(37,515)

(19)

%

Sales and operations expenses

(95,909)

(84,974)

(11)

%

General and administrative expenses

(33,770)

(25,915)

(23)

%

Total Operating expenses

(176,256)

(148,404)

(16)

%

Income from operations

33,393

23,802

(29)

%

Financial income (expense)

(1,974)

(334)

(83)

%

Income before taxes

31,419

23,468

(25)

%

Provision for income taxes

(10,018)

(7,040)

(30)

%

Net Income

$

21,401

$

16,428

(23)

%

Net income available to shareholders of Criteo S.A.

$

19,120

$

15,459

(19)

%

Net income available to non-controlling interests

$

2,281

$

969

Weighted average shares outstanding used in computing per share amounts:

Basic

64,336,777

61,691,001

Diluted

66,041,296

62,125,582

Net income allocated to shareholders per share:

Basic

$

0.30

$

0.25

(17)

%

Diluted

$

0.29

$

0.25

(14)

%

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Net income

$

21,401

$

16,428

(23)

%

Non-cash and non-operating items

24,998

32,828

31

%

           - Amortization and provisions

19,644

27,044

38

%

           - Equity awards compensation expense ⁽¹⁾

13,882

8,502

(39)

%

           - Net gain or loss on disposal of non-current assets

—

2,266

NM

           - Change in deferred taxes

(5,916)

(2,678)

(55)

%

           - Change in income taxes

(1,934)

(2,329)

20

%

           - Other

(678)

23

NM

Changes in working capital related to operating activities

20,821

7,487

(64)

%

           - Decrease in trade receivables

86,018

99,388

16

%

           - (Decrease) in trade payables

(58,485)

(81,679)

40

%

           - (Increase) in other current assets

(5,992)

(10,398)

74

%

           - Increase/(Decrease) in other current liabilities

2,436

(945)

NM

           - Change in operating lease liabilities and right of use assets

(3,156)

1,121

NM

CASH FROM OPERATING ACTIVITIES

67,220

56,743

(16)

%

Acquisition of intangible assets, property, plant and equipment

(13,292)

(11,258)

(15)

%

Change in accounts payable related to intangible assets, property, plant and equipment

(10,392)

(479)

(95)

%

(Payment for) disposal of a business, net of cash acquired (disposed)

(5,325)

—

NM

Change in other non-current financial assets

(32)

889

NM

CASH USED FOR INVESTING ACTIVITIES

(29,041)

(10,848)

(63)

%

Repayment of borrowings

(172)

(170)

(1)

%

Proceeds from capital increase

11

4

(64)

%

Change in treasury stock

—

(18,241)

NM

Change in other financial liabilities

(30)

(354)

NM

CASH USED FOR FINANCING ACTIVITIES

(191)

(18,761)

NM

Effect of exchange rates changes on cash and cash equivalents

(6,643)

(9,391)

41

%

Net increase (decrease) in cash and cash equivalents

31,345

17,743

(43)

%

Net cash and cash equivalents at beginning of period

364,426

418,763

15

%

Net cash and cash equivalents at end of period

$

395,771

$

436,506

10

%

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for taxes, net of refunds

$

(17,868)

$

(12,047)

(33)

%

Cash paid for interest, net of amounts capitalized

$

(407)

$

(349)

(14)

%

⁽¹⁾ Share-based compensation expense according to ASC 718 Compensation - stock compensation accounted for $13.5 million and $8.1 million of equity awards compensation expense for the quarter ended March 31, 2019 and 2020.

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

CASH FROM OPERATING ACTIVITIES

$

67,220

$

56,743

(16)

%

Acquisition of intangible assets, property, plant and equipment

(13,292)

(11,258)

(15)

%

Change in accounts payable related to intangible assets, property, plant and equipment

(10,392)

(479)

(95)

%

FREE CASH FLOW ⁽¹⁾

$

43,536

$

45,006

3

%

⁽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 Revenue ex-TAC by Region to Revenue by Region

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

Region

2019

2020

YoY Change

YoY Change at
Constant
Currency

Revenue

Americas

$

217,993

$

191,745

(12)

%

(11)

%

EMEA

209,643

190,114

(9)

%

(7)

%

Asia-Pacific

130,487

121,517

(7)

%

(6)

%

Total

558,123

503,376

(10)

%

(8)

%

Traffic acquisition costs

Americas

(131,545)

(120,022)

(9)

%

(8)

%

EMEA

(117,291)

(108,397)

(8)

%

(5)

%

Asia-Pacific

(73,593)

(68,945)

(6)

%

(6)

%

Total

(322,429)

(297,364)

(8)

%

(6)

%

Revenue ex-TAC ⁽¹⁾

Americas

86,448

71,723

(17)

%

(16)

%

EMEA

92,352

81,717

(12)

%

(9)

%

Asia-Pacific

56,894

52,572

(8)

%

(7)

%

Total

$

235,694

$

206,012

(13)

%

(11)

%

⁽¹⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region because they 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 the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provide 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. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC to revenue and Revenue ex-TAC by Region to revenue by region.

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Net income

$

21,401

$

16,428

(23)

%

Adjustments:

Financial (income) expense

1,974

334

(83)

%

Provision for income taxes

10,018

7,040

(30)

%

Equity awards compensation expense

13,882

8,503

(39)

%

Research and development

4,025

2,370

(41)

%

Sales and operations

6,201

3,618

(42)

%

General and administrative

3,656

2,515

(31)

%

Pension service costs

394

538

37

%

Research and development

193

269

39

%

Sales and operations

72

95

32

%

General and administrative

129

174

35

%

Depreciation and amortization expense

19,296

24,138

25

%

Cost of revenue

9,135

12,771

40

%

Research and development ⁽¹⁾

3,477

5,650

62

%

Sales and operations

4,864

4,340

(11)

%

General and administrative

1,820

1,377

(24)

%

Restructuring cost ⁽²⁾

1,890

2,209

17

%

Cost of revenue

—

—

—

Research and development

—

995

NM

Sales and operations

1,890

1,021

(46)

%

General and administrative

—

193

NM

Total net adjustments

47,454

42,762

(10)

%

Adjusted EBITDA ⁽³⁾

$

68,855

$

59,190

(14)

%

⁽¹⁾ For the Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ For the Three Months Ended March 31, 2020, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, respectively, initiated at the end of the fiscal year ended December 31, 2019 as detailed below:

Three Months Ended

March 31,

2019

2020

Depreciation and amortization expense

1,143

—

Facilities and impairment related costs

747

987

Payroll related costs

—

1,222

Total restructuring costs

1,890

2,209

⁽³⁾ We define Adjusted EBITDA as 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 is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure 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-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA 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. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Research and Development expenses

$

(46,577)

$

(37,515)

(19)

%

Equity awards compensation expense

4,025

2,370

(41)

%

Depreciation and Amortization expense ⁽¹⁾

3,477

5,650

62

%

Pension service costs

193

269

39

%

Restructuring costs ⁽²⁾

—

995

NM

Non GAAP - Research and Development expenses

(38,882)

(28,231)

(27)

%

Sales and Operations expenses

(95,909)

(84,974)

(11)

%

Equity awards compensation expense

6,201

3,618

(42)

%

Depreciation and Amortization expense

4,864

4,340

(11)

%

Pension service costs

72

95

32

%

Restructuring costs ⁽²⁾

1,890

1,021

(46)

%

Non GAAP - Sales and Operations expenses

(82,882)

(75,900)

(8)

%

General and Administrative expenses

(33,770)

(25,915)

(23)

%

Equity awards compensation expense

3,656

2,515

(31)

%

Depreciation and Amortization expense

1,820

1,377

(24)

%

Pension service costs

129

174

35

%

Restructuring costs ⁽²⁾

—

193

NM

Non GAAP - General and Administrative expenses

(28,165)

(21,656)

(23)

%

Total Operating expenses

(176,256)

(148,404)

(16)

%

Equity awards compensation expense

13,882

8,503

(39)

%

Depreciation and Amortization expense ⁽¹⁾

10,161

11,367

12

%

Pension service costs

394

538

37

%

Restructuring costs ⁽²⁾

1,890

2,209

17

%

Total Non GAAP Operating expenses ⁽³⁾

$

(149,929)

$

(125,787)

(16)

%

⁽¹⁾ For the  Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ For the Three Months Ended March 31, 2020, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, respectively, initiated at the end of the fiscal year ended December 31, 2019 as detailed below:

Three Months Ended

March 31,

2019

2020

Depreciation and amortization expense

1,143

—

Facilities and impairment related costs

747

987

Payroll related costs

—

1,222

Total restructuring costs

1,890

2,209

⁽³⁾ We define Non-GAAP Operating Expenses as 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 we use to provide our quarterly and annual business outlook to the investment community.

CRITEO S.A.

Detailed Information on Selected Items

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Equity awards compensation expense

Research and development

$

4,025

$

2,370

(41)

%

Sales and operations

6,201

3,618

(42)

%

General and administrative

3,656

2,515

(31)

%

Total equity awards compensation expense

13,882

8,503

(39)

%

Pension service costs

Research and development

193

269

39

%

Sales and operations

72

95

32

%

General and administrative

129

174

35

%

Total pension service costs

394

538

37

%

Depreciation and amortization expense

Cost of revenue

9,135

12,771

40

%

Research and development ⁽¹⁾

3,477

5,650

62

%

Sales and operations

4,864

4,340

(11)

%

General and administrative

1,820

1,377

(24)

%

Total depreciation and amortization expense

19,296

24,138

25

%

Restructuring costs ⁽²⁾

Research and development

—

995

NM

Sales and operations

1,890

1,021

(46)

%

General and administrative

—

193

NM

Total restructuring costs

$

1,890

$

2,209

17

%

⁽¹⁾ For the  Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ For the Three Months Ended March 31, 2020, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, respectively, initiated at the end of the fiscal year ended December 31, 2019 as detailed below:

Three Months Ended

March 31,

2019

2020

Depreciation and amortization expense

1,143

—

Facilities and impairment related costs

747

987

Payroll related costs

—

1,222

Total restructuring costs

1,890

2,209

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands except share and per share data, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Net income

$

21,401

$

16,428

(23)

%

Adjustments:

Equity awards compensation expense

13,882

8,503

(39)

%

Amortization of acquisition-related intangible assets ⁽¹⁾

5,472

6,848

25

%

Restructuring costs ⁽²⁾

1,890

2,209

17

%

Tax impact of the above adjustments

(2,940)

(1,960)

(33)

%

Total net adjustments

18,304

15,600

(15)

%

Adjusted net income ⁽³⁾

$

39,705

$

32,028

(19)

%

Weighted average shares outstanding

 - Basic

64,336,777

61,691,001

 - Diluted

66,041,296

62,125,582

Adjusted net income per share

 - Basic

$

0.62

$

0.52

(16)

%

 - Diluted

$

0.60

$

0.52

(13)

%

⁽¹⁾ For the  Three Months Ended March 31, 2020, the Company recognized an accelerated amortization for Manage technology due to a revised useful life in 2019 ($3.3 million in Research and development).

⁽²⁾ For the Three Months Ended March 31, 2020, the Company recognized restructuring charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, respectively, initiated at the end of the fiscal year ended December 31, 2019 as detailed below:

Three Months Ended

March 31,

2019

2020

Depreciation and amortization expense

1,143

—

Facilities and impairment related costs

747

987

Payroll related costs

—

1,222

Total restructuring costs

1,890

2,209

⁽³⁾ We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income 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 regarding the allocation of capital. In particular, we believe that the elimination 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 the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income 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. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP-based financial results, including net income.

CRITEO S.A.

Constant Currency Reconciliation

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2019

2020

YoY
Change

Revenue as reported

$

558,123

$

503,376

(10)

%

Conversion impact U.S. dollar/other currencies

8,118

Revenue at constant currency⁽¹⁾

558,123

511,494

(8)

%

Traffic acquisition costs as reported

(322,429)

(297,364)

(8)

%

Conversion impact U.S. dollar/other currencies

(4,525)

Traffic Acquisition Costs at constant currency⁽¹⁾

(322,429)

(301,889)

(6)

%

Revenue ex-TAC as reported⁽²⁾

235,694

206,012

(13)

%

Conversion impact U.S. dollar/other currencies

3,593

Revenue ex-TAC at constant currency⁽²⁾

235,694

209,605

(11)

%

Revenue ex-TAC⁽²⁾/Revenue as reported

42

%

41

%

Other cost of revenue as reported

(26,045)

(33,806)

30

%

Conversion impact U.S. dollar/other currencies

(424)

Other cost of revenue at constant currency⁽¹⁾

(26,045)

(34,230)

31

%

Adjusted EBITDA⁽³⁾

68,855

59,190

(14)

%

Conversion impact U.S. dollar/other currencies

1,617

Adjusted EBITDA⁽³⁾ at constant currency⁽¹⁾

$

68,855

$

60,807

(12)

%

Adjusted EBITDA⁽³⁾/Revenue ex-TAC⁽²⁾

29

%

29

%

⁽¹⁾ Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.

⁽²⁾ Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by Region to Revenue by Region" for a reconciliation of Revenue Ex-TAC to revenue.

⁽³⁾ Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income.

CRITEO S.A.

Information on Share Count

(unaudited)

Three Months Ended

March 31,

2019

2020

Shares outstanding as at January 1,

64,249,084

62,293,508

Weighted average number of shares issued during the period

87,693

(602,507)

Basic number of shares - Basic EPS basis

64,336,777

61,691,001

Dilutive effect of share options, warrants, employee warrants - Treasury method

1,704,519

434,581

Diluted number of shares - Diluted EPS basis

66,041,296

62,125,582

Shares issued as at March 31, before Treasury stocks

66,142,511

66,202,881

Treasury stock as of March 31,

(1,672,404)

(4,533,650)

Shares outstanding as of March 31, after Treasury stocks

64,470,107

61,669,231

Total dilutive effect of share options, warrants, employee warrants

8,000,740

6,982,753

72,470,847

68,651,984

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated, unaudited)

Q2
2018

Q3
2018

Q4
2018

Q1
2019

Q2
2019

Q3
2019

Q4
2019

Q1
2020

YoY
Change

Clients

18,936

19,213

19,419

19,373

19,733

19,971

20,247

20,360

5%

1%