Criteo S.A. (NASDAQ: CRTO), the advertising platform for the open Internet, today announced financial results for the third quarter ended September 30, 2018.

• Revenue decreased 6%, or 4% at constant currency1, year-over-year to $529 million.
• Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC2, decreased 5%, or 2% at constant currency, year-over-year to $223 million, or 42% of revenue.
• Adjusted EBITDA2 decreased 12%, or 11% at constant currency, year-over-year to $70 million, or 31% of Revenue ex-TAC.
• Cash flow from operating activities decreased 19% year-over-year to $50 million.
• Free Cash Flow2 was $21 million.
• Net income decreased 19% year-over-year to $18 million.
• Adjusted net income per diluted share2 decreased 18% year-over-year to $0.53.
• We have entered into a definitive agreement to acquire Manage, a company with an attractive app install advertising solution.
• Our Board of Directors has authorized a $80 million share repurchase program indicating our confidence in our business.

"Our clients continue to place great value in our performance, scale and neutrality," said JB Rudelle, CEO. "We are building on this trust to expand our client relationships with new products and solutions".

"We are on track with our transition to a multi-product company and the realignment of our sales organization," commented Benoit Fouilland, CFO. "This transformation will help bring even more value to our customers".

Operating Highlights

• We ended the quarter with over 19,000 commerce and brand clients, a 11% increase year-over-year, while maintaining client retention at close to 90% for our full-funnel products.
• Revenue ex-TAC from our Customer Acquisition, Audience Match, Sponsored Products and Storetail products combined increased 82% year-over-year at constant currency, to over 7% of our total business.
• Our in-app business grew 67% year-over-year on a Revenue ex-TAC basis.
• Our header bidding technology is now connected to over 2,600 large publishers, compared to 2,300 at the end of Q2.
• Same-client Revenue ex-TAC3 decreased 5% year-over-year at constant currency due to headwinds from limitations to reach users in Safari.

Revenue and Revenue ex-TAC

Revenue decreased 6%, or 4% at constant currency, year-over-year to $529 million (Q3 2017: $564 million). Revenue ex-TAC decreased 5%, or 2% at constant currency, year-over-year to $223 million (Q3 2017: $234 million). This decrease was primarily due to significant headwinds from external factors, in particular in our business with existing clients.

• In the Americas, Revenue ex-TAC decreased 2%, or 0% at constant currency, year-over-year to $85 million and represented 38% of total Revenue ex-TAC.
• In EMEA, Revenue ex-TAC decreased 8%, or 5% at constant currency, year-over-year to $84 million and represented 38% of total Revenue ex-TAC.
• In Asia-Pacific, Revenue ex-TAC decreased 3%, or 2% at constant currency, year-over-year to $55 million and represented 24% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue improved 70 basis points year-over-year to over 42%.

Net Income and Adjusted Net Income

Net income decreased 19% year-over-year to $18 million (Q3 2017: $22 million). Net income available to shareholders of Criteo S.A. was $17 million, or $0.25 per share on a diluted basis (Q3 2017: $20 million, or $0.29 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, decreased 18% year-over-year to $36 million, or $0.53 per share on a diluted basis (Q3 2017: $44 million, or $0.65 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA decreased 12%, or 11% at constant currency, to $70 million (Q3 2017: $79 million). This decrease was primarily driven by the Revenue ex-TAC performance across regions.

Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 31% (Q3 2017: 34%).

Operating expenses decreased 4% year-over-year to $165 million (Q3 2017: $171 million), reflecting a flat headcount over the period and lower equity award compensation expense. 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 2% year-over-year to $138 million (Q3 2017: $140 million).

Cash Flow and Cash Position

Cash flow from operating activities decreased 19% year-over-year to $50 million (Q3 2017: $62 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 39% year-over-year to $21 million (Q3 2017: $34 million).

Total cash and cash equivalents increased $45 million compared to the end of 2017 to $459 million.

Business Outlook

The following forward-looking statements reflect Criteo's expectations as of October 31, 2018 and include contributions from the acquisition of Manage.

Fourth Quarter 2018 Guidance:

• We expect Revenue ex-TAC to be between $256 million and $262 million. This implies a constant-currency growth of -6% to -4%. Using the exchange rate assumptions underlying our guidance for the third quarter 2018, this would equate to between $261 million and $267 million.
• We expect Adjusted EBITDA to be between $86 million and $92 million. Using the exchange rate assumptions underlying our guidance for the third quarter 2018, this would equate to between $88 million and $94 million.

Fiscal Year 2018 Guidance:

• We continue to expect Revenue ex-TAC for fiscal year 2018 to grow between -1% and +1% at constant currency.
• We continue to expect our Adjusted EBITDA margin for fiscal year 2018 to be between 30% and 32% of Revenue ex-TAC.

The above guidance for the quarter the fiscal year ending December 31, 2018, assumes the following average exchange rates over the quarter to December 31, 2018, for the main currencies impacting our business: a U.S. dollar-euro rate of 0.85, a U.S. dollar-Japanese Yen rate of 113, a U.S. dollar-British pound rate of 0.75 and a U.S. dollar-Brazilian real rate of 4.15.

The above guidance assumes no acquisitions are completed during the quarter 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 Manage

Criteo has entered into a definitive agreement to acquire Manage, a Silicon Valley-based company with an attractive app install advertising solution. Mobile apps are one of the biggest and fastest growing advertising spend channels. The addition of Manage complements our already significant app business and further strengthens our end-to-end advertising solution. With Manage, we gain key commercial talent and technology to win in this growing space.

The transaction was closed on October 29, 2018.

Announcement of a $80 million Share Repurchase Program

Demonstrating the Company's confidence in its ability to achieve its vision over the medium-term and to return to growth while continuing to generate healthy Free Cash Flow, Criteo today announces that the Board of Directors has authorized a share repurchase program of up to $80 million of the Company's outstanding American Depositary Shares.

This program relies upon the authorization provided by shareholders at the Company's 2018 Annual General Meeting, and as such the Company intends to use repurchased shares in connection with M&A transactions. In addition, the Company may use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares.

The authorization is effective immediately and remains in effect until June 27, 2019. Under the terms of the approved program, the stock purchases may be made from time to time on the NASDAQ Global Select Market in compliance with applicable state and federal securities laws (including the requirements of Securities and Exchange Commission ("SEC") Rule 10b-18) 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 and within the limits set by the shareholders' authorization. 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 (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 period-to-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.

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 over 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.