CRITEO REPORTS RECORD FOURTH QUARTER 2024 RESULTS

Michael Komasinski Appointed as Chief Executive Officer
Deployed Record $225 Million to Repurchase Shares in 2024
Remaining Share Buyback Authorization Increased up to $200 Million
Targeting Mid-Single-Digit Growth in 2025

NEW YORK, Feb. 5, 2025 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2024.

Fourth Quarter and Fiscal Year 2024 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and twelve months ended December 31, 2024:


                                                  Three Months Ended                                Twelve Months Ended


                                                      December 31                      
            
           December 31


                                      2024   2023                       YoY Change       2024          2023             YoY Change


                                                    
            
           (in millions, except EPS data)



     
              GAAP Results



     Revenue                         $553   $566                            (2) %     $1,933        $1,949                  (1) %



     Gross Profit                    $301   $277                              9 %       $983          $863                   14 %



     Net Income                       $72    $62                             16 %       $115           $55                  110 %



     Gross Profit margin             54 %  49 %                            5ppt       51 %         44 %                  7ppt



     Diluted EPS                    $1.23  $1.02                             21 %      $1.90         $0.88                  116 %



     Cash from operating activities  $169   $161                              5 %       $258          $224                   15 %



     Cash and cash equivalents       $291   $336                           (14) %       $291          $336                 (14) %





     
              Non-GAAP Results(1)



     Contribution ex-TAC             $334   $316                              6 %     $1,121        $1,023                   10 %



     Adjusted EBITDA                 $144   $139                              4 %       $390          $302                   29 %



     Adjusted diluted EPS           $1.75  $1.52                             15 %      $4.57         $3.18                   44 %



     Free Cash Flow (FCF)            $146   $142                              3 %       $182          $110                   65 %



     FCF / Adjusted EBITDA          101 % 102 %                          (1)ppt       47 %         36 %                 11ppt

"I'm incredibly proud of what our team has accomplished. This year, we solidified our position as a global leader in Commerce Media and delivered our strongest financial performance to date, marking our third consecutive year of double-digit growth," said Megan Clarken, Chief Executive Officer of Criteo. "As I pass the baton to Michael Komasinski to lead Criteo into its next chapter of AI-driven innovation and growth, I do so with excitement for the Company's future."

Operating Highlights

    --  The Company appointed Michael Komasinski as its new Chief Executive
        Officer, effective February 15, 2025.
    --  Retail Media Contribution ex-TAC grew 25% year-over-year at constant
        currency(2 )in 2024 and 23% in Q4.
    --  Same-retailer Contribution ex-TAC(3) retention for Retail Media was 128%
        in 2024 and 126% in Q4.
    --  We expanded our platform adoption to 3,500 brands and 225 retailers,
        including Harrods.
    --  Performance Media Contribution ex-TAC was up 8% year-over-year at
        constant currency(2) in 2024 and up 3% in Q4.
    --  Criteo's media spend(4 )was $4.3 billion in 2024, growing 5%
        year-over-year at constant currency(2) and $1.3 billion in Q4.
    --  We deployed $225 million of capital for share repurchases in 2024, and
        our Board of Directors increased the Company's remaining share
        repurchase authorization to up to $200 million in January 2025.



     
     ___________________________________________________



     
     1 Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.



     
     2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.



     
     3 Same-client Contribution ex-TAC is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us the same quarter in the following year.



     
     4 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

Financial Summary

Revenue for Q4 2024 was $553 million, gross profit was $301 million and Contribution ex-TAC was $334 million. Net income for Q4 was $72 million, or $1.23 per share on a diluted basis. Adjusted EBITDA for Q4 was $144 million, resulting in an adjusted diluted EPS of $1.75. As reported, revenue for Q4 decreased (2)%, gross profit increased 9% and Contribution ex-TAC increased 6%. At constant currency, revenue for Q4 decreased (1)% and Contribution ex-TAC increased 7%.

Revenue for the fiscal year 2024 was $1.9 billion, gross profit was $983 million and Contribution ex-TAC was $1.1 billion. As reported, revenue for 2024 decreased (1)%, gross profit increased 14% and Contribution ex-TAC increased 10%. At constant currency, revenue for 2024 increased 0.4% and Contribution ex-TAC increased 11%. Net income for fiscal year 2024 was $115 million, or $1.90 per share on a diluted basis. Fiscal year 2024 Adjusted EBITDA was $390 million, resulting in an adjusted diluted EPS of $4.57. Cash flow from operating activities was $169 million in Q4 and Free Cash Flow was $146 million in Q4. As of December 31, 2024, we had $333 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "In 2024, we delivered record performance and expanded our adjusted EBITDA margin by 500 basis points to 35%. We deployed $225 million of capital for share repurchases, demonstrating our focus on driving shareholder value. As we enter 2025, we believe we are well-positioned to deliver continued growth, robust profitability, and strong cash generation."

Fourth Quarter 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (2)% year-over-year in Q4 2024, and decreased (1)% at constant currency, to $553 million (Q4 2023: $566 million). Gross profit increased 9% year-over-year in Q4 2024 to $301 million (Q4 2023: $277 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (Q4 2023: 49%). Contribution ex-TAC in the fourth quarter increased 6% year-over-year, or increased 7% at constant currency, to $334 million (Q4 2023: $316 million).

    --  Retail Media revenue increased 20%, or 21% at constant currency, and
        Retail Media Contribution ex-TAC increased 22%, or 23% at constant
        currency, driven by continued strength in Retail Media onsite, new
        client integrations, an uptick in offsite campaigns and growing network
        effects of the platform.
    --  Performance Media revenue decreased (6)%, or decreased (5)% at constant
        currency, and Performance Media Contribution ex-TAC increased 1%, or 3%
        at constant currency, driven by the continued traction of Commerce
        Audiences as more clients adopt full funnel activation, partially offset
        by lower Retargeting and AdTech services and supply.

Net Income and Adjusted Net Income

Net income was $72 million in Q4 2024 (Q4 2023: net income of $62 million). Net income allocated to shareholders of Criteo was $71 million, or $1.23 per share on a diluted basis (Q4 2023: net income available to shareholders of $61 million, or $1.02 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $101 million, or $1.75 per share on a diluted basis (Q4 2023: $91 million, or $1.52 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $144 million, representing an increase of 4% year-over-year (Q4 2023: $139 million). This reflects higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 43% (Q4 2023: 44%).

Operating expenses increased by 10% year-over-year to $206 million (Q4 2023: $188 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 12% year-over-year to $165 million (Q4 2023: $147 million).

Fiscal Year 2024 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (1)% year-over-year, or increased 0.4% at constant currency, to $1.9 billion (FY 2023: $1.9 billion). Gross profit increased 14% year-over-year to $983 million (FY 2023: $863 million). Gross profit as a percentage of revenue, or gross profit margin, was 51% (FY 2023: 44%). Contribution ex-TAC increased 10% year-over-year, or increased 11% at constant currency, to $1.1 billion (FY 2023: $1.0 billion).

    --  Retail Media revenue increased 24%, or 24% at constant currency, and
        Retail Media Contribution ex-TAC increased 25%, or 25% at constant
        currency, driven by continued strength in Retail Media onsite, new
        client integrations and growing network effects of the platform.
    --  Performance Media revenue decreased (4)%, or decreased (2)% at constant
        currency, and Performance Media Contribution ex-TAC increased 6%, or 8%
        at constant currency, driven by strong growth for Commerce Audiences and
        resilient Retargeting, partially offset by lower AdTech services and
        supply.

Net Income and Adjusted Net Income

Net income was $115 million (FY 2023: $55 million). Net income available to shareholders of Criteo was $112 million, or $1.90 per share on a diluted basis (FY 2023: $53 million, or $0.88 per share on a diluted basis).

Adjusted net income was $268 million, or $4.57 per share on a diluted basis (FY 2023: $191 million, or $3.18 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $390 million, representing an increase of 29% year-over-year (FY 2023: $302 million). This reflects higher Contribution ex-TAC and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 35% (FY 2023: 30%).

Operating expenses increased 6% year-over-year to $832 million (FY 2023: $786 million), mostly driven by planned growth investments and the partial reversal of the loss contingency related to the CNIL matter in 2023. Non-GAAP operating expenses increased 3% or $20 million to $627 million (FY 2023: $607 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities increased to $169 million in Q4 2024 (Q4 2023: $161 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 and equipment, increased to $146 million in Q4 2024 (Q4 2023: $142 million).

Cash and cash equivalents, and marketable securities, decreased $26 million compared to December 31, 2023 to $333 million, after spending $225 million on share repurchases in 2024 (2023: $125 million).

As of December 31, 2024, the Company had total financial liquidity of approximately $782 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

Criteo Appointed Michael Komasinski as Chief Executive Officer

The Board of Directors of the Company appointed Michael Komasinski as Chief Executive Officer and a member of the Board, effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be stepping down from her role as CEO and from the Board. Clarken will temporarily serve in a senior advisory role to ensure a smooth transition.

Komasinski brings over 20 years of AdTech expertise and a proven track record of driving accelerated growth, AI-driven innovation, and scale. Throughout his career, he has gained significant data-driven technology expertise and vast retail media experience. He previously served as CEO of the Americas, President of Global Data & Technology, and member of the Group Executive Management team at dentsu, one of the largest global advertising holding companies. He joined dentsu through its acquisition of Merkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of Merkle in 2021. He previously served in leadership positions at Razorfish, Schawk Retail Marketing, The Nielsen Company, and A.T. Kearney. Michael is a board member of the Ad Council and serves on the client advisory boards of Meta and Microsoft.

2025 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of February 5, 2025.

Fiscal year 2025 guidance:

    --  Mid-single-digit growth in Contribution ex-TAC at constant currency
    --  Adjusted EBITDA margin of approximately 33% to 34% of Contribution
        ex-TAC

First quarter 2025 guidance:

    --  Contribution ex-TAC between $256 million and $260 million, or
        year-over-year growth at constant-currency of +3% to +5%
    --  Adjusted EBITDA between $68 million and $72 million

The above guidance for the first 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 0.962, a U.S. dollar-Japanese Yen rate of 150, a U.S. dollar-British pound rate of 0.802, a U.S. dollar-Korean Won rate of 1,350 and a U.S. dollar-Brazilian real rate of 5.75.

The above guidance assumes that no additional acquisitions are completed during the first quarter of 2025 or the fiscal year ended December 31, 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.

Extension of Share Repurchase Authorization

Criteo's Board of Directors approved an increase of the previously authorized share repurchase program from up to $630 million to up to $805 million of the Company's outstanding American Depositary Shares. As of January 31, 2025, the remaining share buyback authorization was extended to up to $200 million. The Company intends to use repurchased shares under this extended program to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders, as well as to fund potential acquisitions in the future.

Under the terms of the authorization, the stock purchases may be made from time to time in compliance with applicable state and federal securities laws and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, a loss contingency related to a regulatory matter, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, plant and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition and integration costs, and a loss contingency related to a regulatory matter. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 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, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, 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 Criteo's business, financial condition, cash flow and results of operations.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, February 5, 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 commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, m.dambre@criteo.com

Criteo Public Relations
Jessica Meyers, j.meyers@criteo.com

Financial information to follow


                                                                                                                                                                          
         
                CRITEO S.A.

                                                                                                                                                          
              
          Consolidated Statement of Financial Position

                                                                                                                                                             
              
          (U.S. dollars in thousands, unaudited)




                                                                                                                                                                                                                         December 31, 2024 December 31, 2023



     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                                                                                                                                   $290,693           $336,341



     Trade receivables, net of allowances of $ 28.6 million and $ 43.3 million at December 31, 2024 and December 31, 2023, respectively                                                                                           800,859            775,589



     Income taxes                                                                                                                                                                                                                   1,550              2,065



     Other taxes                                                                                                                                                                                                                   53,883             68,936



     Other current assets                                                                                                                                                                                                          50,637             48,291



     Restricted cash - current                                                                                                                                                                                                        250             75,000



     Marketable securities - current portion                                                                                                                                                                                       26,242              5,970



     Total current assets                                                                                                                                                                                                       1,224,114          1,312,192



     Property and equipment, net                                                                                                                                                                                                  107,222            126,494



     Intangible assets, net                                                                                                                                                                                                       158,384            180,888



     Goodwill                                                                                                                                                                                                                     515,188            524,197



     Right of Use Asset - operating lease                                                                                                                                                                                          99,468            112,487



     Marketable securities - noncurrent portion                                                                                                                                                                                    15,584             16,575



     Noncurrent financial assets                                                                                                                                                                                                    4,332              5,294



     Other noncurrent assets                                                                                                                                                                                                       61,151             60,742



     Deferred tax assets                                                                                                                                                                                                           81,006             52,680



         Total noncurrent assets                                                                                                                                                                                                1,042,335          1,079,357



     Total assets                                                                                                                                                                                                              $2,266,449         $2,391,549





     
                Liabilities and shareholders' equity



     Current liabilities:



     Trade payables                                                                                                                                                                                                              $802,524           $838,522



     Contingencies - current portion                                                                                                                                                                                                1,882              1,467



     Income taxes                                                                                                                                                                                                                  34,863             17,213



     Financial liabilities - current portion                                                                                                                                                                                        3,325              3,389



     Lease liability - operating - current portion                                                                                                                                                                                 25,812             35,398



     Other taxes                                                                                                                                                                                                                   19,148             26,289



     Employee - related payables                                                                                                                                                                                                  109,227            113,287



     Other current liabilities                                                                                                                                                                                                     49,819            104,552



     Total current liabilities                                                                                                                                                                                                  1,046,600          1,140,117



     Deferred tax liabilities                                                                                                                                                                                                       4,067              1,083



     Defined benefit plans                                                                                                                                                                                                          4,709              4,123



     Financial liabilities - noncurrent portion                                                                                                                                                                                       297                 77



     Lease liability - operating - noncurrent portion                                                                                                                                                                              77,584             83,051



     Contingencies - noncurrent portion                                                                                                                                                                                            31,939             32,625



     Other noncurrent liabilities                                                                                                                                                                                                  20,156             19,082



         Total non-current liabilities                                                                                                                                                                                            138,752            140,041



     Total liabilities                                                                                                                                                                                                          1,185,352          1,280,158



     Shareholders' equity:



     Common shares, EUR0.025 par value,  57,744,839 and 61,165,663 shares authorized, issued and outstanding at December 31, 2024 and December 31, 2023 , respectively.                                                             1,931              2,023



     Treasury stock, 3,467,417 and 5,400,572 shares at cost as of December 31, 2024 and December 31, 2023 , respectively.                                                                                                       (125,298)         (161,788)



     Additional paid-in capital                                                                                                                                                                                                   709,580            769,240



     Accumulated other comprehensive income (loss)                                                                                                                                                                              (108,768)          (85,326)



     Retained earnings                                                                                                                                                                                                            571,744            555,456



     Equity - attributable to shareholders of Criteo S.A.                                                                                                                                                                       1,049,189          1,079,605



     Noncontrolling interests                                                                                                                                                                                                      31,908             31,786



     Total equity                                                                                                                                                                                                               1,081,097          1,111,391



     Total equity and liabilities                                                                                                                                                                                              $2,266,449         $2,391,549


                                                                                 
              
                CRITEO S.A.
                                                                                Consolidated Statement of Operations
                                                               (U.S. dollars in thousands, except share and per share data, unaudited)




                                                                                                                                                      Three Months Ended                       Twelve Months Ended


                                                                                                                                                      December 31                       December 31


                                                                                                                                             2024       2023               2024       2023





     Revenue                                                                                                                            $553,035   $566,302         $1,933,289 $1,949,445





     Cost of revenue



     Traffic acquisition cost                                                                                                            218,636    249,926            811,806    926,839



     Other cost of revenue                                                                                                                33,428     39,750            138,512    159,562





     Gross profit                                                                                                                        300,971    276,626            982,971    863,044





     Operating expenses:



     Research and development expenses                                                                                                    67,559     48,402            279,341    242,289



     Sales and operations expenses                                                                                                        97,356     97,687            376,090    406,012



     General and administrative expenses                                                                                                  41,548     42,219            176,138    137,525



     Total Operating expenses                                                                                                            206,463    188,308            831,569    785,826



     Income from operations                                                                                                               94,508     88,318            151,402     77,218



     Financial and Other Income (Expense)                                                                                                  2,206    (4,498)             3,095    (2,490)



     Income before taxes                                                                                                                  96,714     83,820            154,497     74,728



     Provision for income taxes                                                                                                           24,770     21,769             39,784     20,084



     Net income                                                                                                                          $71,944    $62,051           $114,713    $54,644





     Net income available to shareholders of Criteo S.A.                                                                                 $71,095    $61,017           $111,571    $53,259



     Net income available to noncontrolling interests                                                                                       $849     $1,034             $3,142     $1,385





     Weighted average shares outstanding used in computing per share amounts:



     Basic                                                                                                                            54,695,112 56,107,042         54,817,136 56,170,658



     Diluted                                                                                                                          57,640,779 59,687,020         58,605,529 60,231,627





     Net income allocated to shareholders per share:



     Basic                                                                                                                                 $1.30      $1.09              $2.04      $0.95



     Diluted                                                                                                                               $1.23      $1.02              $1.90      $0.88


                                                                                                 
          
                CRITEO S.A.

                                                                                    
              
            Consolidated Statement of Cash Flows

                                                                                   
              
            (U.S. dollars in thousands, unaudited)




                                                                                                                                                            Three Months Ended                         Twelve Months Ended


                                                                                                                                                            December 31                         December 31


                                                                                                                                                   2024       2023               2024         2023



     
                Cash flows from operating activities



     
                Net income                                                                                                                   $71,944    $62,051           $114,713      $54,644



     Non-cash and non-operating items                                                                                                           56,105     60,663            192,118      103,369



                - Amortization and provisions                                                                                                   20,620     16,048             87,754       72,336



                - Payment for contingent liability on regulatory matters                                                                                                              (43,334)



                - Equity awards compensation expense                                                                                            24,420     20,832            106,613       97,185



                - Net loss (gain) on disposal of noncurrent assets                                                                                 994        974              1,918      (7,929)



               - Change in uncertain tax positions                                                                                                 (7)     (566)             1,757        (880)



     - Net change in fair value of Earn-out                                                                                                    (2,195)       845              1,007        2,344



               - Change in deferred taxes                                                                                                      (9,670)     1,154           (26,040)    (23,588)



               - Change in income taxes                                                                                                         28,710     22,431             19,389        4,424



               - Other                                                                                                                         (6,767)   (1,055)             (280)       2,811



     
                Changes in assets and liabilities                                                                                             41,405     38,626           (48,670)      66,233



                - (Increase) / Decrease in trade receivables                                                                                 (167,111) (135,233)          (28,516)    (56,344)



                - Increase / (Decrease) in trade payables                                                                                      193,703    159,127           (17,160)      87,937



                - (Increase) / Decrease in other current assets                                                                                 10,881    (8,648)            10,142      (5,616)



                - Increase / (Decrease) in other current liabilities                                                                             2,925     24,089           (11,314)      40,952



                - Change in operating lease liabilities and right of use assets                                                                  1,007      (709)           (1,822)       (696)



     
                NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                                    169,454    161,340            258,161      224,246



     
                Cash flows from investing activities



     Acquisition of intangible assets, property, plant and equipment                                                                          (24,159)  (20,860)          (78,112)   (116,115)



     Disposal of intangibles assets, property and equipment                                                                                        765      1,136              1,476        1,804



     Payment for business, net of cash acquired                                                                                                              132              (527)     (6,825)



     Proceeds from disposition of investment                                                                                                               (778)                         8,847



     Purchases of marketable securities                                                                                                       (20,950)   (5,378)          (26,688)    (22,471)



     Maturities and sales of marketable securities                                                                                               5,409     21,236              5,950       26,048



     
                NET CASH USED IN INVESTING ACTIVITIES                                                                                       (38,935)   (4,512)          (97,901)   (108,712)



     
                Cash flows from financing activities



     Change in other financial liabilities                                                                                                                   235                            235



     Proceeds from exercise of stock options                                                                                                       117        (3)             4,550        1,945



     Repurchase of treasury stocks                                                                                                            (67,103)  (22,135)         (224,595)   (125,489)



     Cash payment for contingent consideration                                                                                                (51,983)                    (51,983)    (22,025)



     Other financing activities                                                                                                                  2,825      (493)             1,529      (1,920)



     
                NET CASH USED IN FINANCING ACTIVITIES                                                                                      (116,144)  (22,396)         (270,499)   (147,254)



     Effect of exchange rates changes on cash and cash equivalents and restricted cash                                                         (7,422)     7,053           (10,159)     (5,139)



     Net increase (decrease) in cash and cash equivalents and restricted cash                                                                    6,953    141,485          (120,398)    (36,859)



     Net cash and cash equivalents and restricted cash at the beginning of the period                                                          283,990    269,857            411,341      448,200



     
                Net cash and cash equivalents and restricted cash at the end of the period                                                  $290,943   $411,341           $290,943     $411,341





     
                SUPPLEMENTAL CASH FLOW INFORMATION



     Cash paid for taxes, net of refunds                                                                                                      $(4,606)    $1,250          $(40,705)   $(40,127)



     Cash paid for interest                                                                                                                     $(328)    $(424)          $(1,360)    $(1,539)



     Non-cash investing and financing activities:



     Intangible assets, property, plant and equipment in trade payables and other current liabilities                                           $1,758     $3,346             $1,758       $3,346


                                                         
              
                CRITEO S.A.

                              
              
                Reconciliation of Cash from Operating Activities to Free Cash Flow

                                            
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                  Three Months Ended                       Twelve Months Ended


                                                                                                                                  December 31                       December 31


                                                                                                                      2024      2023              2024         2023





     
                CASH FROM (USED FOR) OPERATING ACTIVITIES                                                      $169,454  $161,340          $258,161     $224,246



     Acquisition of intangible assets, property and equipment                                                    (24,159) (20,860)         (78,112)   (116,115)



     Disposal of intangibles assets, property and equipment                                                           765     1,136             1,476        1,804



     
                FREE CASH FLOW (1)                                                                             $146,060  $141,616          $181,525     $109,935




     
     (1) Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment.


                                                            
             
                CRITEO S.A.

                                             
         
              Reconciliation of Contribution ex-TAC to Gross Profit

                                                 
            
              (U.S. dollars in thousands, unaudited)




                                                                         Three Months Ended                                           Twelve Months Ended


            
              
                December 31                                                                          December 31


                    
              
                2024       2023                               YoY Change               2024          2023                     YoY Change



     
                Gross Profit                     300,971                                  276,626                 9 %      982,971                        863,044   14 %





     Other Cost of Revenue                          33,428                                   39,750              (16) %      138,512                        159,562 (13) %




                   Contribution ex-TAC (1)         $334,399                                 $316,376                 6 %   $1,121,483                     $1,022,606   10 %




     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                               
         
                CRITEO S.A.

                                                           
         
                Segment Information

                                                   
             
           (U.S. dollars in thousands, unaudited)




                                                                 Three Months Ended                                                               Twelve Months Ended


                                                                 December 31                                                               December 31


                                         Segment         2024             2023                                 YoY          YoY       2024          2023                       YoY            YoY
                                                                                                        Change       Change                                           Change         Change
                                                                                                                         at                                                              at
                                                                                                                   Constant                                                        Constant
                                                                                                                   Currency                                                        Currency
                                                                                                                          (2)                                                             (2)



     
     Revenue


                            Retail Media              $91,889          $76,583                                20 %         21 %   $258,303      $209,007                      24 %           24 %


                            Performance Media         461,146          489,719                               (6) %        (5) %  1,674,986     1,740,438                     (4) %          (2) %


                                         Total        553,035          566,302                               (2) %        (1) %  1,933,289     1,949,445                     (1) %          0.4 %




        Contribution ex-TAC


                            Retail Media               90,228           74,154                                22 %         23 %    253,846       203,460                      25 %           25 %


                            Performance Media         244,171          242,222                                 1 %          3 %    867,637       819,146                       6 %            8 %


                                         Total (1)   $334,399         $316,376                                 6 %          7 % $1,121,483    $1,022,606                      10 %           11 %




     
     (1) Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric.





     
     (2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.


                                                                
             
                CRITEO S.A.

                                                       
        
         Reconciliation of Adjusted EBITDA to Net Income (Loss)

                                                          
       
               (U.S. dollars in thousands, unaudited)




                                                                                                                   Three Months Ended                                   Twelve Months Ended


                                                                                                                   December 31                                   December 31


                                                                                                  2024               2023                  YoY     2024       2023                                 YoY

                                                                                                                                      Change                                                Change



     
                Net income (loss)                                                           $71,944            $62,051                 16 % $114,713    $54,644                               110 %



     Adjustments:



     Financial Income (Expense)                                                               (2,206)             4,497              (149) %  (3,095)     2,805                             (210) %



     Provision for income taxes                                                                24,770             21,769                 14 %   39,784     20,084                                98 %



     Equity awards compensation expense                                                        21,710             21,003                  3 %  105,742     99,222                                 7 %



     Pension service costs                                                                       (23)             (131)                82 %      495        401                                23 %



     Depreciation and amortization expense                                                     25,514             23,079                 11 %  101,193     99,653                                 2 %



     Acquisition-related costs                                                                  (522)               613              (185) %    1,439      1,894                              (24) %



     Net loss contingency on regulatory matters                                                                      35              (100) %           (21,632)                              100 %



     Restructuring, integration and transformation costs                                        2,821              5,729               (51) %   29,847     44,727                              (33) %



     Total net adjustments                                                                     72,064             76,594                (6) %  275,405    247,154                                11 %



     
                Adjusted EBITDA (1)                                                        $144,008           $138,645                  4 % $390,118   $301,798                                29 %




     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                                              
              
                CRITEO S.A.

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

                                                                 
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                 Three Months Ended                             Twelve Months Ended


                                                                                                                                 December 31                             December 31


                                                                                                                 2024                 2023                YoY     2024       2023                          YoY
                                                                                                                                                     Change                                         Change



     Research and Development expenses                                                                       $67,559              $48,402               40 % $279,341   $242,289                         15 %


                                           
              
                Equity awards compensation expense           9,713               10,465              (7) %   54,628     55,078                        (1) %


                                        
              
                Depreciation and Amortization expense          13,740               10,258               34 %   51,936     38,485                         35 %


                                                        
              
                Pension service costs              57                 (18)             417 %      330        263                         25 %


                                                    
              
                Acquisition-related costs                                 (3)             100 %                504                      (100) %


                          
              
                Restructuring, integration and transformation costs             412                1,031             (60) %    8,576      9,853                       (13) %



     Non GAAP - Research and Development expenses                                                             43,637               26,669               64 %  163,871    138,106                         19 %



     Sales and Operations expenses                                                                            97,356               97,687                - % 376,090    406,012                        (7) %


                                           
              
                Equity awards compensation expense           6,892                4,819               43 %   22,985     21,633                          6 %


                                        
              
                Depreciation and Amortization expense           3,311                3,140                5 %   12,960     13,267                        (2) %


                                                        
              
                Pension service costs           (110)               (132)              17 %     (32)      (49)                        35 %


                          
              
                Restructuring, integration and transformation costs            (26)               2,912            (101) %    5,467     19,923                       (73) %



     Non GAAP - Sales and Operations expenses                                                                 87,289               86,948                - % 334,710    351,238                        (5) %



     General and Administrative expenses                                                                      41,548               42,219              (2) %  176,138    137,525                         28 %


                                           
              
                Equity awards compensation expense           5,105                5,719             (11) %   28,129     22,511                         25 %


                                        
              
                Depreciation and Amortization expense             391                  477             (18) %    1,716      2,127                       (19) %


                                                        
              
                Pension service costs              30                   19               58 %      197        187                          5 %


                                                    
              
                Acquisition-related costs           (522)                 616            (185) %    1,439      1,390                          4 %


                          
              
                Restructuring, integration and transformation costs           2,435                1,786               36 %   15,804     14,951                          6 %


                                   
              
                Net loss contingency on regulatory matters                                  35            (100) %           (21,632)                       100 %



     Non GAAP - General and Administrative expenses                                                           34,109               33,567                2 %  128,853    117,991                          9 %



     Total Operating expenses                                                                                206,463              188,308               10 %  831,569    785,826                          6 %


                                           
              
                Equity awards compensation expense          21,710               21,003                3 %  105,742     99,222                          7 %


                                        
              
                Depreciation and Amortization expense          17,442               13,875               26 %   66,612     53,879                         24 %


                                                        
              
                Pension service costs            (23)               (131)              82 %      495        401                         23 %


                                                    
              
                Acquisition-related costs           (522)                 613            (185) %    1,439      1,894                       (24) %


                          
              
                Restructuring, integration and transformation costs           2,821                5,729             (51) %   29,847     44,727                       (33) %


                                   
              
                Net loss contingency on regulatory matters                                  35            (100) %           (21,632)                       100 %



     Total Non GAAP Operating expenses (1)                                                                   165,035             $147,184               12 %  627,434    607,335                          3 %




     
     (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                                      
              
                CRITEO S.A.

                                                       
          
           Reconciliation of Adjusted Net Income to Net Income (Loss)

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




                                                                                                                        Three Months Ended                              Twelve Months Ended


                                                                                                                        December 31                              December 31


                                                                                                         2024                 2023              YoY       2024        2023                         YoY
                                                                                                                                           Change                                           Change



     
                Net income (loss)                                                                  $71,944              $62,051             16 %   $114,713     $54,644                       110 %



     Adjustments:



     Equity awards compensation expense                                                               21,710               21,003              3 %    105,742      99,222                         7 %



     Amortization of acquisition-related intangible assets                                             8,573                8,943            (4) %     34,860      34,980                         - %



     Acquisition-related costs                                                                         (522)                 613          (185) %      1,439       1,894                      (24) %



     Net loss contingency on regulatory matters                                                                               35          (100) %              (21,632)                      100 %



     Restructuring, integration and transformation costs                                               2,821                5,729           (51) %     29,847      44,727                      (33) %



     Tax impact of the above adjustments (1)                                                         (3,686)             (7,469)            51 %   (18,734)   (22,536)                       17 %



     Total net adjustments                                                                            28,896               28,854              - %   153,154     136,655                        12 %



     
                Adjusted net income(2)                                                            $100,840              $90,905             11 %   $267,867    $191,299                        40 %





     Weighted average shares outstanding


                                                                         
               - Basic       54,695,112           56,107,042                  54,817,136  56,170,658


                                                                       
               - Diluted       57,640,779           59,687,020                  58,605,529  60,231,627





     Adjusted net income per share


                                                                         
               - Basic            $1.84                $1.62             14 %      $4.89       $3.41                        43 %


                                                                       
               - Diluted            $1.75                $1.52             15 %      $4.57       $3.18                        44 %




     
     (1) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.





     
     (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                            
      
                CRITEO S.A.

                                                       
       
        Constant Currency Reconciliation(1)

                                                     
       
        (U.S. dollars in thousands, unaudited)




                                                                                                Three Months Ended                              Twelve Months Ended


                                                                                                December 31                              December 31


                                                                                2024                 2023               YoY       2024       2023                          YoY

                                                                                                                   Change                                           Change



     Gross Profit as reported                                              $300,971             $276,626               9 %   $982,971   $863,044                         14 %





     Other cost of revenue as reported                                       33,428               39,750            (16) %    138,512    159,562                       (13) %





     Contribution ex-TAC as reported(2)                                     334,399              316,376               6 %  1,121,483  1,022,606                         10 %



     Conversion impact U.S. dollar/other currencies                           5,122                                           14,980



     Contribution ex-TAC at constant currency                               339,521              316,376               7 %  1,136,463  1,022,606                         11 %



     Contribution ex-TAC(2)/Revenue as reported                                60 %                56 %                        58 %      52 %





     Traffic acquisition costs as reported                                  218,636              249,926            (13) %    811,806    926,839                       (12) %



     Conversion impact U.S. dollar/other currencies                           1,276                                            9,529



     Traffic acquisition costs at constant currency                         219,912              249,926            (12) %    821,335    926,839                       (11) %





     Revenue as reported                                                    553,035              566,302             (2) %  1,933,289  1,949,445                        (1) %



     Conversion impact U.S. dollar/other currencies                           6,399                                           24,509



     Revenue at constant currency                                          $559,434             $566,302             (1) % $1,957,798 $1,949,445                        0.4 %




     
     (1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.





     
     (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


                                                                  
              
                CRITEO S.A.

                                                           
              
                Information on Share Count

                                                                  
              
                (unaudited)




                                                                                                                              Twelve Months Ended


                                                                                                                     2024         2023



     Shares outstanding as at January 1,                                                                      55,765,091   57,263,624



     Weighted average number of shares issued during the period                                                (947,955) (1,092,966)



     Basic number of shares - Basic EPS basis                                                                 54,817,136   56,170,658



     Dilutive effect of share options, warrants, employee warrants - Treasury method                           3,788,393    4,060,969



     Diluted number of shares - Diluted EPS basis                                                             58,605,529   60,231,627





     Shares issued as at December 31, before Treasury stocks                                                  57,744,839   61,165,663



     Treasury stocks as of December 31,                                                                      (3,467,417) (5,400,572)



     Shares outstanding as of December 31, after Treasury stocks                                              54,277,422   55,765,091



     Total dilutive effect of share options, warrants, employee warrants                                       5,896,157    8,471,113



     Fully diluted shares as at December 31,                                                                  60,173,579   64,236,204


                                                                                          
              
                CRITEO S.A.

                                                                            
      
                Supplemental Financial Information and Operating Metrics

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




                                                                      YoY           QoQ                             Q4                           Q3      Q2     Q1     Q4     Q3      Q2       Q1        Q4

                                                                    Change        Change                          2024                          2024     2024    2024    2023    2023     2023      2023       2022





     
                Clients                                           (5) %            1 %                       17,269                        17,162   17,744  17,767  18,197  18,423   18,646    18,679     18,990





     
                Revenue                                           (2) %           21 %                      553,035                       458,892  471,307 450,055 566,302 469,193  468,934   445,016    564,425



     Americas                                                       (2) %           33 %                      274,620                       206,816  212,374 198,365 280,597 219,667  208,463   188,288    281,806



     EMEA                                                           (3) %           13 %                      183,372                       161,745  168,496 162,842 189,291 158,756  163,969   160,214    185,125



     APAC                                                           (1) %            5 %                       95,043                        90,331   90,437  88,848  96,414  90,770   96,502    96,514     97,494





     
                Revenue                                           (2) %           21 %                      553,035                       458,892  471,307 450,055 566,302 469,193  468,934   445,016    564,425



     Retail Media                                                    20 %           51 %                       91,889                        60,765   54,777  50,872  76,583  49,813   44,590    38,021     59,801



     Performance Media                                              (6) %           16 %                      461,146                       398,127  416,530 399,183 489,719 419,380  424,344   406,995    504,624





     
                TAC                                              (13) %           13 %                      218,636                       192,789  204,214 196,167 249,926 223,798  228,717   224,398    281,021



     Retail Media (2)                                              (32) %           41 %                        1,661                         1,182      911     703   2,429   1,377    1,072       669      2,719



     Performance Media                                             (12) %           13 %                      216,975                       191,607  203,303 195,464 247,497 222,421  227,645   223,729    278,302





     
                Contribution ex-TAC (1)                             6 %           26 %                      334,399                       266,103  267,093 253,888 316,376 245,395  240,217   220,618    283,404



     Retail Media (2)                                                22 %           51 %                       90,228                        59,583   53,866  50,169  74,154  48,436   43,518    37,352     57,082



     Performance Media                                                1 %           18 %                      244,171                       206,520  213,227 203,719 242,222 196,959  196,699   183,266    226,322





     
                Cash flow from operating activities                 5 %          195 %                      169,454                        57,503   17,187  14,017 161,340  19,614    1,328    41,964    125,455





     
                Capital expenditures                               19 %           24 %                       23,394                        18,899   21,119  13,224  19,724  15,849   45,519    33,219     14,522





     
                Net cash position                                (29) %            2 %                      290,943                       283,990  291,698 341,862 411,257 269,857  298,183   380,663    448,200





     
                Headcount                                         (2) %          0.1 %                        3,507                         3,504    3,498   3,559   3,563   3,487    3,514     3,636      3,716





     
                Days Sales Outstanding (days - end of month) (2) 4 days       (3) days                           62                            65       64      66      58      61       69        74         71




     
     (1)  Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.





     
     (2) From September 2023, we have included Iponweb in our calculation of Days Sales Outstanding. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.

View original content:https://www.prnewswire.com/news-releases/criteo-reports-record-fourth-quarter-2024-results-302368227.html

SOURCE Criteo Corp