Deployed $104 Million to Repurchase Shares in the First Half of 2025
NEW YORK - July 30, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Financial Highlights:
The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2025:
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
YoY Change
2025
2024
YoY Change
(in millions, except EPS data)
GAAP Results
Revenue
$483
$471
2%
$934
$921
1%
Gross Profit
$259
$233
11%
$495
$450
10%
Net Income
$23
$28
(18)%
$63
$37
72%
Gross Profit margin
54%
49%
5ppt
53%
49%
4 ppt
Diluted EPS
$0.39
$0.46
(15)%
$1.05
$0.58
81%
Cash from operating activities
$(1)
$17
(108)%
$61
$31
95%
Cash and cash equivalents
$206
$217
(5)%
$206
$217
(5)%
Non-GAAP Results1
Contribution ex-TAC
$292
$267
9%
$556
$521
7%
Adjusted EBITDA
$89
$93
(4)%
$182
$164
11%
Adjusted diluted EPS
$0.92
$1.08
(15)%
$2.02
$1.88
7%
Free Cash Flow (FCF)
$(36)
$(4)
(823)%
$9
$(3)
386%
FCF / Adjusted EBITDA
(41)%
(4)%
(37)ppt
5%
(2)%
7 ppt
"Our second quarter results highlight disciplined execution and a solid foundation for the future,” said Michael Komasinski, Chief Executive Officer of Criteo. “We are building a unified, outcome-based advertising platform for the next decade of commerce, anchored on AI innovation, to deliver long-term value for clients, partners, and shareholders.”
Operating Highlights
•Criteo's media spend2 was $4.3 billion in the last 12 months and $1.0 billion in Q2 2025, flat year-over-year at constant currency3.
•Retail Media Contribution ex-TAC grew 11% year-over-year at constant currency3 and same-retailer Contribution ex-TAC4 retention for Retail Media was 112%.
•We expanded our platform adoption to 4,000 brands and added new retailers, including Thermo Fisher, BJ's Wholesale Club, and grocers Weis Markets, Winn-Dixie, and Harveys Supermarkets via our digital commerce partner Mercatus in the U.S.
•We launched our Auction-Based Display technology, bringing programmatic flexibility into Retail Media environments.
•We launched a global integration with Mirakl Ads to unlock mid-to-long-tail activation and accelerate marketplace revenue growth.
•Performance Media Contribution ex-TAC was up 6% year-over-year at constant currency3.
•We signed a global Commerce Media partnership with dentsu, a leading global marketing and advertising agency network, marking the first time a holding company will leverage our complete Commerce Media Platform stack.
•We renewed and expanded our multi-year global partnership with another major holding company, now including all of our platform’s powerful commerce solutions.
•We deployed $104 million of capital for share repurchases in the first half of 2025.
•Todd Parsons has been promoted to Chief Product Officer and President, Performance Media, and Sherry Smith to President, Retail Media.
1
•Stefanie Jay was appointed to the Company's Board of Directors at the 2025 Annual General Meeting of Shareholders.
1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
2 Media spend is defined as the media spend activated on behalf of our Retail Media clients and our Performance Media clients.
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 U.S. dollar.
4 Same-retailer Contribution ex-TAC retention is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us in the same quarter in the following year.
2
Financial Summary
Revenue for Q2 2025 was $483 million, gross profit was $259 million and Contribution ex-TAC was $292 million. Net income for Q2 2025 was $23 million. This represents $0.39 per share on a diluted basis. Adjusted EBITDA for Q2 2025 was $89 million, resulting in an adjusted diluted EPS of $0.92. As reported, revenue for Q2 increased 2%, gross profit increased 11% and Contribution ex-TAC increased 9%. At constant currency, revenue for Q2 2025 was flat and Contribution ex-TAC increased 7%. Cash flow from operating activities was $(1) million in Q2 2025 and Free Cash Flow was $(36) million in Q2 2025. As of June 30, 2025, we had $241 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “Our second quarter results reflect the strength of our diversified offering and global client base. We are raising our full-year 2025 guidance and remain confident in our business strategy, as demonstrated by the deployment of $104 million for share repurchases in the first half of 2025.”
Second Quarter 2025 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue increased 2% year-over-year in Q2 2025, or was flat at constant currency, to $483 million (Q2 2024: $471 million). Gross profit increased 11% year-over-year in Q2 2025 to $259 million (Q2 2024: $233 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (Q2 2024: 49%). Contribution ex-TAC in the second quarter increased 9% year-over-year, or increased 7% at constant currency, to $292 million (Q2 2024: $267 million).
•Retail Media revenue increased 11%, or 11% at constant currency, reflecting continued strength in Retail Media onsite. Retail Media Contribution ex-TAC increased 11%, or 11% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform.
•Performance Media revenue increased 1%, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 9%, or 6% at constant currency, driven by the traction of our suite of commerce solutions helping advertisers drive measurable performance across the entire buyer journey, partially offset by lower AdTech services.
Net Income and Adjusted Net Income
Net income was $23 million in Q2 2025 (Q2 2024: net income: $28 million). Net income allocated to shareholders of Criteo was $21 million, or $0.39 per share on a diluted basis (Q2 2024: net income allocated to shareholders of $27 million, or $0.46 per share on a diluted basis).
Adjusted net income, a non-GAAP financial measure, was $51 million, or $0.92 per share on a diluted basis (Q2 2024: $64 million, or $1.08 per share on a diluted basis).
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was $89 million, representing a decrease of (4)% year-over-year (Q2 2024: $93 million). This was driven by planned growth investments, including investments in our people and marketing events, partially offset by higher Contribution ex-TAC over the period. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 31% (Q2 2024: 35%).
Operating expenses increased 16% year-over-year to $228 million (Q2 2024: $196 million), mostly driven by planned growth investments and the accelerated amortization of intangible assets. Non-GAAP operating expenses increased 18% year-over-year to $175 million (Q2 2024: $149 million).
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities was $(1) million in Q2 2025 (Q2 2024: $17 million).
Free Cash Flow, defined as cash flow from operating activities less acquisition and disposals of intangible assets, property and equipment was $(36) million in Q2 2025: (Q2 2024: $(4) million). On a trailing 12-month basis, Free Cash Flow was $194 million.
Cash and cash equivalents, and marketable securities, were $241 million, a $(91) million decrease compared to December 31, 2024, after spending $(104) million on share repurchases in the six months ended June 30, 2025.
As of June 30, 2025, the Company had total financial liquidity of approximately $746 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.
3
2025 Business Outlook
The following forward-looking statements reflect Criteo’s expectations as of July 30, 2025.
Fiscal year 2025 guidance:
•We now expect Contribution ex-TAC to grow +3% to +4% at constant currency, compared to our previous guidance of low-single-digit growth at constant currency.
•Adjusted EBITDA margin of approximately 33% to 34% of Contribution ex-TAC.
Third quarter 2025 guidance:
•Contribution ex-TAC between $277 million and $283 million, or +5% to +7% year-over-year at constant-currency.
•Adjusted EBITDA between $81 million and $87 million.
The above guidance for the third quarter and fiscal year ending December 31, 2025 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 150, a U.S. dollar-British Pound rate of 0.776, a U.S. dollar-Korean Won rate of 1,411 and a U.S. dollar-Brazilian Real rate of 5.81.
The above guidance assumes that no additional acquisitions are completed during the third quarter of 2025.
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.
4
Non-GAAP Financial Measures
This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.
Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. 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 related compensation, which includes employee equity awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, 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 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 related compensation, which includes employee equity awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items. 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.
5
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, 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 September 30, 2025 and the year ending December 31, 2025, 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, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions materialize as expected, uncertainty regarding international operations and expansion, including related to changes in a specific country's or region's political or economic conditions (such as changes in or new tariffs), the impact of competition or client in-housing, 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, client flexibility to increase or decrease spend, 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 28, 2025, 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 fluctuating interest rates in the U.S. have impacted and may continue to impact 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.
6
Conference Call Information
Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, July 30, 2025, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.
•United States: +1 800 836 8184
•International: +1 646 357 8785
•France 080-094-5120
Please ask to be joined into the "Criteo" call.
About Criteo
Criteo (NASDAQ: CRTO) is the global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales—powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. 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
7
CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)
June 30, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
205,703
$
290,693
Trade receivables, net of allowances of $ 26.7 million and $ 28.6 million at June 30, 2025 and December 31, 2024, respectively
667,763
800,859
Income taxes
24,180
1,550
Other taxes
58,849
53,883
Other current assets
51,617
50,887
Marketable securities - current portion
17,884
26,242
Total current assets
1,025,996
1,224,114
Property and equipment, net
126,359
107,222
Intangible assets, net
160,098
158,384
Goodwill
534,901
515,188
Right of Use Asset - operating lease
113,846
99,468
Marketable securities - noncurrent portion
17,580
15,584
Noncurrent financial assets
5,378
4,332
Other noncurrent assets
59,830
61,151
Deferred tax assets
70,147
81,006
Total noncurrent assets
1,088,139
1,042,335
Total assets
$
2,114,135
$
2,266,449
Liabilities and shareholders' equity
Current liabilities:
Trade payables
$
628,833
$
802,524
Contingencies - current portion
4,174
1,882
Income taxes
8,796
34,863
Financial liabilities - current portion
13,096
3,325
Lease liability - operating - current portion
29,051
25,812
Other taxes
17,106
19,148
Employee - related payables
89,779
109,227
Other current liabilities
42,713
49,819
Total current liabilities
833,548
1,046,600
Deferred tax liabilities
4,550
4,067
Defined benefit plans
5,471
4,709
Financial liabilities - noncurrent portion
335
297
Lease liability - operating - noncurrent portion
88,459
77,584
Contingencies - noncurrent portion
31,688
31,939
Other noncurrent liabilities
22,560
20,156
Total noncurrent liabilities
153,063
138,752
Total liabilities
986,611
1,185,352
Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024, respectively.
1,933
1,931
Treasury stock, 5,527,535 and 3,467,417 shares at cost as of June 30, 2025 and December 31, 2024, respectively.
(190,834)
(125,298)
Additional paid-in capital
715,243
709,580
Accumulated other comprehensive loss
(64,451)
(108,768)
Retained earnings
627,084
571,744
Equity attributable to the shareholders of Criteo S.A.
1,088,975
1,049,189
Noncontrolling interests
38,549
31,908
Total equity
1,127,524
1,081,097
Total equity and liabilities
$
2,114,135
$
2,266,449
8
CRITEO S.A. Consolidated Statement of Operations (U.S. dollars in thousands, except share and per share data, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenue
$
482,671
$
471,307
$
934,105
$
921,362
Cost of revenue
Traffic acquisition cost
190,602
204,214
377,664
400,381
Other cost of revenue
33,551
34,248
60,947
70,913
Gross profit
258,518
232,845
495,494
450,068
Operating expenses:
Research and development expenses
79,610
59,639
140,359
126,497
Sales and operations expenses
108,215
95,069
197,104
187,911
General and administrative expenses
40,238
41,199
79,409
88,368
Total operating expenses
228,063
195,907
416,872
402,776
Income from operations
30,455
36,938
78,622
47,292
Financial and other income (expense)
(1,801)
(284)
501
897
Income before taxes
28,654
36,654
79,123
48,189
Provision for income taxes
5,734
8,595
16,192
11,564
Net income
$
22,920
$
28,059
$
62,931
$
36,625
Net income available to shareholders of Criteo S.A.
$
21,250
$
26,987
$
59,178
$
34,231
Net income available to noncontrolling interests
$
1,670
$
1,072
$
3,753
$
2,394
Weighted average shares outstanding used in computing per share amounts:
Basic
52,986,068
54,684,560
53,480,338
54,915,140
Diluted
55,133,569
58,974,186
56,162,459
59,151,582
Net income allocated to shareholders per share:
Basic
$
0.40
$
0.49
$
1.11
$
0.62
Diluted
$
0.39
$
0.46
$
1.05
$
0.58
9
CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Cash flows from operating activities
Net income
$
22,920
$
28,059
$
62,931
$
36,625
Noncash and nonoperating items
28,238
22,413
70,868
82,574
- Amortization and provisions
36,902
21,089
60,485
46,324
- Equity awards compensation expense
20,059
20,686
37,194
47,978
- Net (gain) or loss on disposal of noncurrent assets
41
574
41
574
- Change in uncertain tax positions
(289)
875
(289)
1,757
- Net change in fair value of earn-out
—
(50)
—
3,187
- Change in deferred taxes
5,547
4,915
12,435
8,089
- Change in income taxes
(39,907)
(26,165)
(44,195)
(28,420)
- Other
5,885
489
5,197
3,085
Changes in assets and liabilities:
(52,555)
(33,285)
(72,855)
(87,995)
- Trade receivables
(2,564)
(21,536)
161,379
136,520
- Trade payables
(28,910)
8,711
(203,241)
(193,210)
- Other current assets
20,908
10,333
12,448
3,743
- Other current liabilities
(42,783)
(28,703)
(42,928)
(32,236)
- Change in operating lease liabilities and right of use assets
794
(2,090)
(513)
(2,812)
Net cash provided by operating activities
(1,397)
17,187
60,944
31,204
Cash flows from investing activities
Acquisition of intangible assets, property and equipment
(35,292)
(21,229)
(52,342)
(35,073)
Disposal of intangibles assets, property and equipment
410
110
369
730
Payment for business, net of cash acquired
—
—
—
(527)
Purchases of marketable securities
(5,949)
(153)
(17,398)
(824)
Maturities and sales of marketable securities
16,644
14
27,646
537
Net cash used in investing activities
(24,187)
(21,258)
(41,725)
(35,157)
Cash flows from financing activities
Proceeds from exercise of stock options
52
812
1,897
1,207
Repurchase of treasury stocks
(48,328)
(40,352)
(104,496)
(102,495)
Change in other financing activities
(73)
(378)
(544)
(810)
Net cash used in financing activities
(48,349)
(39,918)
(103,143)
(102,098)
Effect of exchange rates changes on cash and cash equivalents
(6,214)
(6,175)
(995)
(13,507)
Net decrease in cash and cash equivalents and restricted cash
(80,147)
(50,164)
(84,919)
(119,558)
Net cash and cash equivalents and restricted cash at the beginning of the period
286,171
341,862
290,943
411,257
Net cash and cash equivalents and restricted cash at the end of the period
$
206,024
$
291,698
$
206,024
$
291,698
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds
$
(40,383)
$
(23,403)
$
(48,241)
$
(24,571)
Cash paid for interest
$
(344)
$
(326)
$
(588)
$
(653)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables
$
4,633
$
5,146
$
4,633
$
5,146
10
CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
CASH FROM OPERATING ACTIVITIES
$
(1,397)
$
17,187
$
60,944
$
31,204
Acquisition of intangible assets, property and equipment
(35,292)
(21,229)
(52,342)
(35,073)
Disposal of intangible assets, property and equipment
410
110
369
730
FREE CASH FLOW (1)
$
(36,279)
$
(3,932)
$
8,971
$
(3,139)
(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.
11
CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Gross Profit
258,518
232,845
495,494
450,068
Other Cost of Revenue
33,551
34,248
60,947
70,913
Contribution ex-TAC (1)
$
292,069
$
267,093
$
556,441
$
520,981
(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
12
CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
Segment
2025
2024
YoY Change
YoY Change at Constant Currency (2)
2025
2024
YoY Change
YoY Change at Constant Currency (2)
Revenue
Retail Media
$
60,913
$
54,777
11
%
11
%
$
120,411
$
105,649
14
%
14
%
Performance Media
421,758
416,530
1
%
(1)
%
813,694
815,713
—
%
—
%
Total
482,671
471,307
2
%
—
%
934,105
921,362
1
%
1
%
Contribution ex-TAC
Retail Media
60,009
53,866
11
%
11
%
118,799
104,035
14
%
15
%
Performance Media
232,060
213,227
9
%
6
%
437,642
416,946
5
%
5
%
Total (1)
$
292,069
$
267,093
9
%
7
%
$
556,441
$
520,981
7
%
7
%
(1) Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric.
(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
13
CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
YoY Change
2025
2024
YoY Change
Net income
$
22,920
$
28,059
(18)
%
$
62,931
$
36,625
72
%
Adjustments:
Financial income
1,796
284
532
%
(152)
(897)
83
%
Provision for income taxes
5,734
8,595
(33)
%
16,192
11,564
40
%
Equity related compensation
21,543
21,877
(2)
%
37,423
49,168
(24)
%
Pension service costs
195
172
13
%
378
344
10
%
Depreciation and amortization expense(2)
35,764
25,077
43
%
61,457
49,995
23
%
Restructuring, integration and transformation costs
556
9,366
(94)
%
2,427
17,309
(86)
%
Other noncash or nonrecurring events (2)
872
—
NM
872
—
NM
Total net adjustments
66,460
65,371
2
%
118,597
127,484
(7)
%
Adjusted EBITDA (1)
$
89,380
$
93,430
(4)
%
$
181,528
$
164,109
11
%
(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
14
CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
YoY Change
2025
2024
YoY Change
Research and Development expenses
$
79,610
$
59,639
33
%
$
140,359
$
126,497
11
%
Equity related compensation
5,398
9,059
(40)
%
9,732
23,653
(59)
%
Depreciation and Amortization expense (2)
25,739
12,275
110
%
42,412
24,603
72
%
Pension service costs
109
90
21
%
210
181
16
%
Restructuring, integration and transformation costs
16
2,237
(99)
%
89
2,708
(97)
%
Other noncash or nonrecurring events
872
—
NM
872
—
NM
Non-GAAP - Research and Development expenses
47,476
35,978
32
%
87,044
75,352
16
%
Sales and Operations expenses
108,215
95,069
14
%
197,104
187,911
5
%
Equity related compensation
7,354
5,334
38
%
12,775
11,061
15
%
Depreciation and Amortization expense
3,574
3,137
14
%
6,913
6,370
9
%
Pension service costs
24
26
(8)
%
48
52
(8)
%
Restructuring, integration and transformation costs
(12)
4,144
(100)
%
54
4,639
(99)
%
Non-GAAP - Sales and Operations expenses
97,275
82,428
18
%
177,314
165,789
7
%
General and Administrative expenses
40,238
41,199
(2)
%
79,409
88,368
(10)
%
Equity related compensation
8,791
7,483
17
%
14,916
14,454
3
%
Depreciation and Amortization expense
350
435
(20)
%
683
888
(23)
%
Pension service costs
62
56
11
%
120
111
8
%
Restructuring, integration and transformation costs
552
2,984
(82)
%
2,284
9,962
(77)
%
Non-GAAP - General and Administrative expenses
30,483
30,241
1
%
61,406
62,953
(2)
%
Total Operating expenses
228,063
195,907
16
%
416,872
402,776
3
%
Equity related compensation
21,543
21,877
(2)
%
37,423
49,168
(24)
%
Depreciation and Amortization expense
29,663
15,847
87
%
50,008
31,861
57
%
Pension service costs
195
172
13
%
378
344
10
%
Restructuring, integration and transformation costs
556
9,365
(94)
%
2,427
17,309
(86)
%
Other noncash or nonrecurring events
872
—
NM
872
—
NM
Total Non-GAAP Operating expenses (1)
175,234
$
148,646
18
%
325,764
304,094
7
%
(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
15
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
Six Months Ended
June 30,
June 30,
2025
2024
YoY Change
2025
2024
YoY Change
Net income
$
22,920
$
28,059
(18)
%
$
62,931
$
36,625
72
%
Adjustments:
Equity related compensation
21,543
21,877
(2)
%
37,423
49,168
(24)
%
Amortization of acquisition-related intangible assets
9,637
8,613
12
%
18,635
17,292
8
%
Restructuring related and transformation costs
556
9,366
(94)
%
2,427
17,309
(86)
%
Other noncash or nonrecurring events (2)
872
—
NM
872
—
NM
Tax impact of the above adjustments (3)
(4,739)
(4,198)
(13)
%
(8,669)
(9,186)
6
%
Total net adjustments
27,869
35,658
(22)
%
50,688
74,583
(32)
%
Adjusted net income (1)
$
50,789
$
63,717
(20)
%
$
113,619
$
111,208
2
%
Weighted average shares outstanding
- Basic
52,986,068
54,684,560
53,480,338
54,915,140
- Diluted
55,133,569
58,974,186
56,162,459
59,151,582
Adjusted net income per share
- Basic
$
0.96
$
1.17
(18)
%
$
2.12
$
2.03
4
%
- Diluted
$
0.92
$
1.08
(15)
%
$
2.02
$
1.88
7
%
(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
(3) 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.
16
CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
YoY Change
2025
2024
YoY Change
Gross Profit as reported
$
258,518
$
232,845
11
%
$
495,494
$
450,068
10
%
Other cost of revenue as reported
33,551
34,248
(2)
%
60,947
70,913
(14)
%
Contribution ex-TAC as reported(2)
292,069
267,093
9
%
556,441
520,981
7
%
Conversion impact U.S. dollar/other currencies
(6,137)
—
59
Contribution ex-TAC at constant currency
285,932
267,093
7
%
556,500
520,981
7
%
Traffic acquisition costs as reported
190,602
204,214
(7)
%
377,664
400,381
(6)
%
Conversion impact U.S. dollar/other currencies
(3,810)
—
577
Traffic acquisition costs at constant currency
186,792
204,214
(9)
%
378,241
400,381
(6)
%
Revenue as reported
482,671
471,307
2
%
934,105
921,362
1
%
Conversion impact U.S. dollar/other currencies
(9,947)
—
636
Revenue at constant currency
$
472,724
$
471,307
—
%
$
934,741
$
921,362
1
%
(1) Constant currency measures exclude the impact of foreign currency fluctuations and are 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 the definition of this Non-GAAP metric.
17
CRITEO S.A.
Information on Share Count
(unaudited)
Six Months Ended
2025
2024
Shares outstanding as at January 1,
54,277,422
55,765,091
Weighted average number of shares issued during the period
(797,084)
(849,951)
Basic number of shares - Basic EPS basis
53,480,338
54,915,140
Dilutive effect of share-based awards - Treasury method
2,682,121
4,236,442
Diluted number of shares - Diluted EPS basis
56,162,459
59,151,582
Shares issued as at June 30, before Treasury stocks
57,854,895
59,063,486
Treasury stocks as of June 30,
(5,527,535)
(4,461,517)
Shares outstanding as of June 30, after Treasury stocks
52,327,360
54,601,969
Total dilutive effect of share-based awards
6,484,393
7,618,460
Fully diluted shares as at June 30,
58,811,753
62,220,429
18
CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)
YoY Change
QoQ Change
Q2 2025
Q1 2025
Q4 2024
Q3 2024
Q2 2024
Q1 2024
Q4 2023
Q3 2023
Q2 2023
Clients
(3)%
—%
17,142
17,084
17,269
17,162
17,744
17,767
18,197
18,423
18,646
Revenue
2%
7%
482,671
451,434
553,035
458,892
471,307
450,055
566,302
469,193
468,934
Americas
(6)%
4%
199,797
192,908
274,620
206,816
212,374
198,365
280,597
219,667
208,463
EMEA
10%
13%
185,955
164,861
183,372
161,745
168,496
162,842
189,291
158,756
163,969
APAC
7%
3%
96,919
93,665
95,043
90,331
90,437
88,848
96,414
90,770
96,502
Revenue
2%
7%
482,671
451,434
553,035
458,892
471,307
450,055
566,302
469,193
468,934
Retail Media
11%
2%
60,913
59,498
91,889
60,765
54,777
50,872
76,583
49,813
44,590
Performance Media
1%
8%
421,758
391,936
461,146
398,127
416,530
399,183
489,719
419,380
424,344
TAC
(7)%
2%
190,602
187,062
218,636
192,789
204,214
196,167
249,926
223,798
228,717
Retail Media
(1)%
28%
904
708
1,661
1,182
911
703
2,429
1,377
1,072
Performance Media
(7)%
2%
189,698
186,354
216,975
191,607
203,303
195,464
247,497
222,421
227,645
Contribution ex-TAC (1)
9%
10%
292,069
264,372
334,399
266,103
267,093
253,888
316,376
245,395
240,217
Retail Media
11%
2%
60,009
58,790
90,228
59,583
53,866
50,169
74,154
48,436
43,518
Performance Media
9%
13%
232,060
205,582
244,171
206,520
213,227
203,719
242,222
196,959
196,699
Cash flow from operating activities
(108)%
(102)%
(1,397)
62,341
169,454
57,503
17,187
14,017
161,340
19,614
1,328
Capital expenditures
65%
104%
34,882
17,091
23,394
18,899
21,119
13,224
19,724
15,849
45,519
Net cash position
(29)%
(28)%
206,024
286,171
290,943
283,990
291,698
341,862
411,257
269,857
298,183
Headcount
4%
2%
3,621
3,533
3,507
3,504
3,498
3,559
3,563
3,487
3,514
Days Sales Outstanding (days - end of month) (2)
(1) days
3 days
65
68
62
65
64
66
58
61
69
(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) From September 2023, we have amended the calculation of Days Sales Outstanding to consider the Iponweb acquisition. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.
