CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS
Raises Full Year 2025 Outlook
Deployed $104 Million to Repurchase Shares in the First Half of 2025
NEW YORK, July 30, 2025 /PRNewswire/ -- 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 | 2025 | 2024 | YoY | |||||
(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.
- 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. |
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.
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.
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.
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.
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, [email protected]
Criteo Public Relations
Jessica Meyers, [email protected]
Financial information to follow
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 | 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 | 1,933 | 1,931 | |
Treasury stock, 5,527,535 and 3,467,417 shares at cost as of June 30, 2025 | (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 | |
CRITEO S.A.
| ||||||||
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 | ||||
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 | ||||
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. |
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. |
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 | YoY | 2025 | 2024 | YoY | YoY | |||||||||
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. |
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. |
CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited)
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Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
2025 | 2024 | YoY | 2025 | 2024 | YoY | |||||||
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. |
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 | 2025 | 2024 | YoY | |||||||
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. |
CRITEO S.A. Constant Currency Reconciliation(1) (U.S. dollars in thousands, unaudited)
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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. |
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 | ||
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 | (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 | (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. |
SOURCE Criteo Corp
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