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Criteo SA

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
Change

2025


2024


YoY
Change


(in millions, except EPS data)

GAAP Results











Revenue

$483


$471


2 %

$934


$921


1 %

Gross Profit

$259


$233


11 %

$495


$450


10 %

Net Income

$23


$28


(18) %

$63


$37


72 %

Gross Profit margin

54 %


49 %


5ppt

53 %


49 %


4 ppt

Diluted EPS

$0.39


$0.46


(15) %

$1.05


$0.58


81 %

Cash from operating activities

$(1)


$17


(108) %

$61


$31


95 %

Cash and cash equivalents

$206


$217


(5) %

$206


$217


(5) %












Non-GAAP Results1











Contribution ex-TAC

$292


$267


9 %

$556


$521


7 %

Adjusted EBITDA

$89


$93


(4) %

$182


$164


11 %

Adjusted diluted EPS

$0.92


$1.08


(15) %

$2.02


$1.88


7 %

Free Cash Flow (FCF)

$(36)


$(4)


(823) %

$9


$(3)


386 %

FCF / Adjusted EBITDA

(41) %


(4) %


(37)ppt

5 %


(2) %


7 ppt

"Our second quarter results highlight disciplined execution and a solid foundation for the future," said Michael Komasinski, Chief Executive Officer of Criteo. "We are building a unified, outcome-based advertising platform for the next decade of commerce, anchored on AI innovation, to deliver long-term value for clients, partners, and shareholders."

Operating  Highlights

  • Criteo's media spend2 was $4.3 billion in the last 12 months and $1.0 billion in Q2 2025, flat year-over-year at constant currency3.
  • Retail Media Contribution ex-TAC grew 11% year-over-year at constant currency3 and same-retailer Contribution ex-TAC4 retention for Retail Media was 112%.
  • We expanded our platform adoption to 4,000 brands and added new retailers, including Thermo Fisher, BJ's Wholesale Club, and grocers Weis Markets, Winn-Dixie, and Harveys Supermarkets via our digital commerce partner Mercatus in the U.S.
  • We launched our Auction-Based Display technology, bringing programmatic flexibility into Retail Media environments.
  • We launched a global integration with Mirakl Ads to unlock mid-to-long-tail activation and accelerate marketplace revenue growth.
  • Performance Media Contribution ex-TAC was up 6% year-over-year at constant currency3.
  • We signed a global Commerce Media partnership with dentsu, a leading global marketing and advertising agency network, marking the first time a holding company will leverage our complete Commerce Media Platform stack.
  • We renewed and expanded our multi-year global partnership with another major holding company, now including all of our platform's powerful commerce solutions.
  • We deployed $104 million of capital for share repurchases in the first half of 2025.
  • Todd Parsons has been promoted to Chief Product Officer and President, Performance Media, and Sherry Smith to President, Retail Media.
  • 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, 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)

 


June 30, 2025


December 31, 2024

Assets




Current assets:




Cash and cash equivalents

$                         205,703


$                         290,693

Trade receivables, net of allowances of $ 26.7 million and $ 28.6 million at
June 30, 2025 and December 31, 2024, respectively

667,763


800,859

Income taxes

24,180


1,550

Other taxes

58,849


53,883

Other current assets

51,617


50,887

Marketable securities - current portion

17,884


26,242

Total current assets

1,025,996


1,224,114

Property and equipment, net

126,359


107,222

Intangible assets, net

160,098


158,384

Goodwill

534,901


515,188

Right of Use Asset - operating lease

113,846


99,468

Marketable securities - noncurrent portion

17,580


15,584

Noncurrent financial assets

5,378


4,332

Other noncurrent assets

59,830


61,151

Deferred tax assets

70,147


81,006

    Total noncurrent assets

1,088,139


1,042,335

Total assets

$                     2,114,135


$                     2,266,449





Liabilities and shareholders' equity




Current liabilities:




Trade payables

$                         628,833


$                         802,524

Contingencies - current portion

4,174


1,882

Income taxes

8,796


34,863

Financial liabilities - current portion

13,096


3,325

Lease liability - operating - current portion

29,051


25,812

Other taxes

17,106


19,148

Employee - related payables

89,779


109,227

Other current liabilities

42,713


49,819

Total current liabilities

833,548


1,046,600

Deferred tax liabilities

4,550


4,067

Defined benefit plans

5,471


4,709

Financial liabilities - noncurrent portion

335


297

Lease liability - operating - noncurrent portion

88,459


77,584

Contingencies - noncurrent portion

31,688


31,939

Other noncurrent liabilities

22,560


20,156

    Total noncurrent liabilities

153,063


138,752

Total liabilities

986,611


1,185,352





Shareholders' equity:




Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares
authorized, issued and outstanding at June 30, 2025  and December 31, 2024,
respectively.

1,933


1,931

Treasury stock, 5,527,535 and 3,467,417 shares at cost as of June 30, 2025
and December 31, 2024, respectively.

(190,834)


(125,298)

Additional paid-in capital

715,243


709,580

Accumulated other comprehensive loss

(64,451)


(108,768)

Retained earnings

627,084


571,744

Equity attributable to the shareholders of Criteo S.A.

1,088,975


1,049,189

Noncontrolling interests

38,549


31,908

Total equity

1,127,524


1,081,097

Total equity and liabilities

$                     2,114,135


$                     2,266,449

 

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

 



Three Months Ended


Six Months Ended



June 30,


June 30,



2025


2024


2025


2024










Revenue


$    482,671


$    471,307


$       934,105


$       921,362










Cost of revenue









Traffic acquisition cost


190,602


204,214


377,664


400,381

Other cost of revenue


33,551


34,248


60,947


70,913










Gross profit


258,518


232,845


495,494


450,068










Operating expenses:









Research and development expenses


79,610


59,639


140,359


126,497

Sales and operations expenses


108,215


95,069


197,104


187,911

General and administrative expenses


40,238


41,199


79,409


88,368

Total operating expenses


228,063


195,907


416,872


402,776

Income from operations


30,455


36,938


78,622


47,292

Financial and other income (expense)


(1,801)


(284)


501


897

Income before taxes


28,654


36,654


79,123


48,189

Provision for income taxes


5,734


8,595


16,192


11,564

Net income


$       22,920


$       28,059


$         62,931


$          36,625










Net income available to shareholders of Criteo S.A.


$       21,250


$       26,987


$         59,178


$          34,231

Net income available to noncontrolling interests


$         1,670


$         1,072


$            3,753


$            2,394










Weighted average shares outstanding used in computing per share amounts:









Basic


52,986,068


54,684,560


53,480,338


54,915,140

Diluted


55,133,569


58,974,186


56,162,459


59,151,582










Net income allocated to shareholders per share:









Basic


$           0.40


$           0.49


$              1.11


$              0.62

Diluted


$           0.39


$           0.46


$              1.05


$              0.58

 

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
Change


YoY
Change
at
Constant
Currency (2)


2025


2024


YoY
Change


YoY
Change
at
Constant
Currency (2)

Revenue


















Retail Media


$       60,913


$       54,777


11 %


11 %


$    120,411


$    105,649


14 %


14 %


Performance Media


421,758


416,530


1 %


(1) %


813,694


815,713


— %


— %


Total


482,671


471,307


2 %


— %


934,105


921,362


1 %


1 %



















Contribution ex-TAC


















Retail Media


60,009


53,866


11 %


11 %


118,799


104,035


14 %


15 %


Performance Media


232,060


213,227


9 %


6 %


437,642


416,946


5 %


5 %


Total (1)


$    292,069


$    267,093


9 %


7 %


$    556,441


$    520,981


7 %


7 %


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

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

 

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)

 



Three Months Ended


Six Months Ended



June 30,


June 30,



2025


2024


YoY
Change


2025


2024


YoY
Change

Research and Development expenses


$        79,610


$        59,639


33 %


$     140,359


$     126,497


11 %

Equity related compensation


5,398


9,059


(40) %


9,732


23,653


(59) %

Depreciation and Amortization expense (2)


25,739


12,275


110 %


42,412


24,603


72 %

Pension service costs


109


90


21 %


210


181


16 %

Restructuring, integration and transformation costs


16


2,237


(99) %


89


2,708


(97) %

Other noncash or nonrecurring events


872


—


NM


872


—


NM

Non-GAAP - Research and Development expenses


47,476


35,978


32 %


87,044


75,352


16 %

Sales and Operations expenses


108,215


95,069


14 %


197,104


187,911


5 %

Equity related compensation


7,354


5,334


38 %


12,775


11,061


15 %

Depreciation and Amortization expense


3,574


3,137


14 %


6,913


6,370


9 %

Pension service costs


24


26


(8) %


48


52


(8) %

Restructuring, integration and transformation costs


(12)


4,144


(100) %


54


4,639


(99) %

Non-GAAP - Sales and Operations expenses


97,275


82,428


18 %


177,314


165,789


7 %

General and Administrative expenses


40,238


41,199


(2) %


79,409


88,368


(10) %

Equity related compensation


8,791


7,483


17 %


14,916


14,454


3 %

Depreciation and Amortization expense


350


435


(20) %


683


888


(23) %

Pension service costs


62


56


11 %


120


111


8 %

Restructuring, integration and transformation costs


552


2,984


(82) %


2,284


9,962


(77) %

Non-GAAP - General and Administrative expenses


30,483


30,241


1 %


61,406


62,953


(2) %

Total Operating expenses


228,063


195,907


16 %


416,872


402,776


3 %

Equity related compensation


21,543


21,877


(2) %


37,423


49,168


(24) %

Depreciation and Amortization expense


29,663


15,847


87 %


50,008


31,861


57 %

Pension service costs


195


172


13 %


378


344


10 %

Restructuring, integration and transformation costs


556


9,365


(94) %


2,427


17,309


(86) %

Other noncash or nonrecurring events


872


—


NM


872


—


NM

Total Non-GAAP Operating expenses (1)


175,234


$     148,646


18 %


325,764


304,094


7 %


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

(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

 

CRITEO  S.A.

Reconciliation of Adjusted Net Income to Net Income (Loss)

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

 



Three Months Ended


Six Months Ended



June 30,


June 30,



2025


2024


YoY
Change


2025


2024


YoY
Change














Net income


$        22,920


$        28,059


(18) %


$        62,931


$        36,625


72 %

Adjustments:













Equity related compensation


21,543


21,877


(2) %


37,423


49,168


(24) %

Amortization of acquisition-related intangible assets


9,637


8,613


12 %


18,635


17,292


8 %

Restructuring related and transformation costs


556


9,366


(94) %


2,427


17,309


(86) %

Other noncash or nonrecurring events (2)


872


—


NM


872


—


NM

Tax impact of the above adjustments (3)


(4,739)


(4,198)


(13) %


(8,669)


(9,186)


6 %

Total net adjustments


27,869


35,658


(22) %


50,688


74,583


(32) %

Adjusted net income (1)


$        50,789


$        63,717


(20) %


$     113,619


$     111,208


2 %














Weighted average shares outstanding













 - Basic


52,986,068


54,684,560




53,480,338


54,915,140



 - Diluted


55,133,569


58,974,186




56,162,459


59,151,582
















Adjusted net income per share













 - Basic


$            0.96


$            1.17


(18) %


$            2.12


$            2.03


4 %

 - Diluted


$            0.92


$            1.08


(15) %


$            2.02


$            1.88


7 %


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

(2) During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets,  triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

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

 

CRITEO S.A.

Constant Currency Reconciliation(1)

(U.S. dollars in thousands, unaudited)

 



Three Months Ended


Six Months Ended



June 30,


June 30,



2025


2024


YoY

Change


2025


2024


YoY

Change














Gross Profit as reported


$        258,518


$        232,845


11 %


$        495,494


$        450,068


10 %














Other cost of revenue as reported


33,551


34,248


(2) %


60,947


70,913


(14) %














Contribution ex-TAC as reported(2)


292,069


267,093


9 %


556,441


520,981


7 %

Conversion impact U.S. dollar/other currencies


(6,137)


—




59





Contribution ex-TAC at constant currency


285,932


267,093


7 %


556,500


520,981


7 %














Traffic acquisition costs as reported


190,602


204,214


(7) %


377,664


400,381


(6) %

Conversion impact U.S. dollar/other currencies


(3,810)


—




577





Traffic acquisition costs at constant currency


186,792


204,214


(9) %


378,241


400,381


(6) %














Revenue as reported


482,671


471,307


2 %


934,105


921,362


1 %

Conversion impact U.S. dollar/other currencies


(9,947)


—




636





Revenue at constant currency


$        472,724


$        471,307


— %


$        934,741


$        921,362


1 %


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

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

 

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
operating activities 

(108) %

(102) %

(1,397)

62,341

169,454

57,503

17,187

14,017

161,340

19,614

1,328













Capital expenditures

65 %

104 %

34,882

17,091

23,394

18,899

21,119

13,224

19,724

15,849

45,519













Net cash position

(29) %

(28) %

206,024

286,171

290,943

283,990

291,698

341,862

411,257

269,857

298,183













Headcount

4 %

2 %

3,621

3,533

3,507

3,504

3,498

3,559

3,563

3,487

3,514













Days Sales Outstanding
(days - end of month) (2)

(1) days

3 days

65

68

62

65

64

66

58

61

69


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

(2) From September 2023, we have amended the calculation of Days Sales Outstanding to consider the Iponweb acquisition. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.

 

Cision View original content:https://www.prnewswire.com/news-releases/criteo-reports-strong-second-quarter-2025-results-302516709.html

SOURCE Criteo Corp