0001576427false00015764272025-02-052025-02-05

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 5, 2025
Date of Report (Date of earliest event reported)
 
CRITEO S.A.
(Exact name of registrant as specified in its charter)
 
France 001-36153 Not Applicable
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
32 Rue BlancheParisFrance 75009
(Address of principal executive offices) (Zip Code)
+33 17 585 0939
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per shareCRTONasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*Nasdaq Global Select Market

*Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



ITEM 2.02 Results of Operations and Financial Condition

On February 5, 2025, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.


ITEM 9.01 Financial Statements and Exhibits.
 
 (d)Exhibits
Exhibit
Number		  Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Criteo S.A.
Date: February 5, 2025By:/s/ Sarah Glickman
Name:Sarah Glickman
Title:Chief Financial Officer



Exhibit 99.1
criteologo2021a.jpg
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 - February 5, 2025 - 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 EndedTwelve Months Ended
December 31December 31
20242023YoY Change20242023YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$553$566(2)%$1,933$1,949(1)%
Gross Profit$301$2779%$983$86314%
Net Income$72$6216%$115$55110%
Gross Profit margin54%49%5ppt51%44%7ppt
Diluted EPS$1.23$1.0221%$1.90$0.88116%
Cash from operating activities$169$1615%$258$22415%
Cash and cash equivalents$291$336(14)%$291$336(14)%
Non-GAAP Results1
Contribution ex-TAC$334$3166%$1,121$1,02310%
Adjusted EBITDA$144$1394%$390$30229%
Adjusted diluted EPS$1.75$1.5215%$4.57$3.1844%
Free Cash Flow (FCF)$146$1423%$182$11065%
FCF / Adjusted EBITDA101%102%(1)ppt47%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 currency2 in 2024 and 23% in Q4.
•Same-retailer Contribution ex-TAC3 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 currency2 in 2024 and up 3% in Q4.
•Criteo's media spend4 was $4.3 billion in 2024, growing 5% year-over-year at constant currency2 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.

1

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.
2

•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.

3

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.

4

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, 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.


5

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



6

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

7

CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)

December 31, 2024December 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 taxes1,550 2,065 
Other taxes53,883 68,936 
Other current assets50,637 48,291 
Restricted cash - current250 75,000 
Marketable securities - current portion26,242 5,970 
Total current assets1,224,114 1,312,192 
Property and equipment, net107,222 126,494 
Intangible assets, net158,384 180,888 
Goodwill515,188 524,197 
Right of Use Asset - operating lease99,468 112,487 
Marketable securities - noncurrent portion15,584 16,575 
Noncurrent financial assets4,332 5,294 
Other noncurrent assets61,151 60,742 
Deferred tax assets81,006 52,680 
    Total noncurrent assets1,042,335 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 portion1,882 1,467 
Income taxes34,863 17,213 
Financial liabilities - current portion3,325 3,389 
Lease liability - operating - current portion25,812 35,398 
Other taxes19,148 26,289 
Employee - related payables109,227 113,287 
Other current liabilities49,819 104,552 
Total current liabilities1,046,600 1,140,117 
Deferred tax liabilities4,067 1,083 
Defined benefit plans4,709 4,123 
Financial liabilities - noncurrent portion297 77 
Lease liability - operating - noncurrent portion77,584 83,051 
Contingencies - noncurrent portion31,939 32,625 
Other noncurrent liabilities20,156 19,082 
    Total non-current liabilities138,752 140,041 
Total liabilities1,185,352 1,280,158 
Shareholders' equity:
Common shares, €0.025 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 capital709,580 769,240 
Accumulated other comprehensive income (loss)(108,768)(85,326)
Retained earnings571,744 555,456 
Equity - attributable to shareholders of Criteo S.A.1,049,189 1,079,605 
Noncontrolling interests31,908 31,786 
Total equity1,081,097 1,111,391 
Total equity and liabilities$2,266,449 $2,391,549 


8

CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)
Three Months EndedTwelve Months Ended
December 31December 31
2024202320242023
Revenue$553,035 $566,302 $1,933,289 $1,949,445 
Cost of revenue
Traffic acquisition cost218,636 249,926 811,806 926,839 
Other cost of revenue33,428 39,750 138,512 159,562 
Gross profit300,971 276,626 982,971 863,044 
Operating expenses:
Research and development expenses67,559 48,402 279,341 242,289 
Sales and operations expenses97,356 97,687 376,090 406,012 
General and administrative expenses41,548 42,219 176,138 137,525 
Total Operating expenses206,463 188,308 831,569 785,826 
Income from operations94,508 88,318 151,402 77,218 
Financial and Other Income (Expense)2,206 (4,498)3,095 (2,490)
Income before taxes96,714 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:
Basic54,695,112 56,107,042 54,817,136 56,170,658 
Diluted57,640,779 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 

9

CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
2024202320242023
Cash flows from operating activities
Net income$71,944 $62,051 $114,713 $54,644 
Non-cash and non-operating items56,105 60,663 192,118 103,369 
           - Amortization and provisions20,620 16,048 87,754 72,336 
           - Payment for contingent liability on regulatory matters— — — (43,334)
           - Equity awards compensation expense24,420 20,832 106,613 97,185 
           - Net loss (gain) on disposal of noncurrent assets994 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 taxes28,710 22,431 19,389 4,424 
          - Other(6,767)(1,055)(280)2,811 
Changes in assets and liabilities41,405 38,626 (48,670)66,233 
           - (Increase) / Decrease in trade receivables(167,111)(135,233)(28,516)(56,344)
           - Increase / (Decrease) in trade payables193,703 159,127 (17,160)87,937 
           - (Increase) / Decrease in other current assets10,881 (8,648)10,142 (5,616)
           - Increase / (Decrease) in other current liabilities2,925 24,089 (11,314)40,952 
           - Change in operating lease liabilities and right of use assets1,007 (709)(1,822)(696)
NET CASH PROVIDED BY OPERATING ACTIVITIES169,454 161,340 258,161 224,246 
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 securities5,409 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 options117 (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 activities2,825 (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 cash6,953 141,485 (120,398)(36,859)
Net cash and cash equivalents and restricted cash at the beginning of the period283,990 269,857 411,341 448,200 
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 


10

CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
2024202320242023
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 equipment765 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.
11

CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit
(U.S. dollars in thousands, unaudited)


Three Months EndedTwelve Months Ended
December 31December 31
20242023YoY Change20242023YoY Change
Gross Profit300,971 276,626 9 %982,971 863,044 14 %
Other Cost of Revenue33,428 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.

















































































12

CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)


Three Months EndedTwelve Months Ended
December 31December 31
Segment20242023YoY Change
YoY Change at Constant Currency (2)
20242023YoY Change
YoY Change at Constant Currency (2)
Revenue
Retail Media$91,889 $76,583 20 %21 %$258,303 $209,007 24 %24 %
Performance Media461,146 489,719 (6)%(5)%1,674,986 1,740,438 (4)%(2)%
Total553,035 566,302 (2)%(1)%1,933,289 1,949,445 (1)%0.4 %
Contribution ex-TAC
Retail Media90,228 74,154 22 %23 %253,846 203,460 25 %25 %
Performance Media244,171 242,222 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.
13

CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20242023YoY
Change		20242023YoY
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 taxes24,770 21,769 14 %39,784 20,084 98 %
Equity awards compensation expense21,710 21,003 3 %105,742 99,222 7 %
Pension service costs(23)(131)82 %495 401 23 %
Depreciation and amortization expense25,514 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 costs2,821 5,729 (51)%29,847 44,727 (33)%
Total net adjustments72,064 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.

14

CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20242023YoY Change20242023YoY Change
Research and Development expenses$67,559 $48,402 40 %$279,341 $242,289 15 %
Equity awards compensation expense9,713 10,465 (7)%54,628 55,078 (1)%
Depreciation and Amortization expense 13,740 10,258 34 %51,936 38,485 35 %
Pension service costs57 (18)417 %330 263 25 %
Acquisition-related costs— (3)100 %— 504 (100)%
Restructuring, integration and transformation costs412 1,031 (60)%8,576 9,853 (13)%
Non GAAP - Research and Development expenses43,637 26,669 64 %163,871 138,106 19 %
Sales and Operations expenses97,356 97,687 — %376,090 406,012 (7)%
Equity awards compensation expense6,892 4,819 43 %22,985 21,633 6 %
Depreciation and Amortization expense3,311 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 expenses87,289 86,948 — %334,710 351,238 (5)%
General and Administrative expenses41,548 42,219 (2)%176,138 137,525 28 %
Equity awards compensation expense5,105 5,719 (11)%28,129 22,511 25 %
Depreciation and Amortization expense391 477 (18)%1,716 2,127 (19)%
Pension service costs30 19 58 %197 187 5 %
Acquisition-related costs(522)616 (185)%1,439 1,390 4 %
Restructuring, integration and transformation costs2,435 1,786 36 %15,804 14,951 6 %
Net loss contingency on regulatory matters— 35 (100)%— (21,632)100 %
Non GAAP - General and Administrative expenses34,109 33,567 2 %128,853 117,991 9 %
Total Operating expenses206,463 188,308 10 %831,569 785,826 6 %
Equity awards compensation expense21,710 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 costs2,821 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.
15

CRITEO S.A.
Reconciliation of Adjusted Net Income to Net Income (Loss)
(U.S. dollars in thousands except share and per share data, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20242023YoY Change20242023YoY Change
Net income (loss)$71,944 $62,051 16 %$114,713 $54,644 110 %
Adjustments:
Equity awards compensation expense21,710 21,003 3 %105,742 99,222 7 %
Amortization of acquisition-related intangible assets8,573 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 adjustments28,896 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
 - Basic54,695,112 56,107,042 54,817,136 56,170,658 
 - Diluted57,640,779 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.
16

CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20242023YoY
Change		20242023YoY
Change
Gross Profit as reported$300,971 $276,626 9 %$982,971 $863,044 14 %
Other cost of revenue as reported33,428 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 currencies5,122 — 14,980 — 
Contribution ex-TAC at constant currency339,521 316,376 7 %1,136,463 1,022,606 11 %
Contribution ex-TAC(2)/Revenue as reported
60 %56 %58 %52 %
Traffic acquisition costs as reported218,636 249,926 (13)%811,806 926,839 (12)%
Conversion impact U.S. dollar/other currencies1,276 — 9,529 — 
Traffic acquisition costs at constant currency219,912 249,926 (12)%821,335 926,839 (11)%
Revenue as reported553,035 566,302 (2)%1,933,289 1,949,445 (1)%
Conversion impact U.S. dollar/other currencies6,399 — 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.


17

CRITEO S.A.
Information on Share Count
(unaudited)

Twelve Months Ended
20242023
Shares outstanding as at January 1,55,765,09157,263,624
Weighted average number of shares issued during the period(947,955)(1,092,966)
Basic number of shares - Basic EPS basis54,817,13656,170,658
Dilutive effect of share options, warrants, employee warrants - Treasury method3,788,393 4,060,969 
Diluted number of shares - Diluted EPS basis58,605,52960,231,627
Shares issued as at December 31, before Treasury stocks57,744,83961,165,663
Treasury stocks as of December 31,(3,467,417)(5,400,572)
Shares outstanding as of December 31, after Treasury stocks54,277,42255,765,091
Total dilutive effect of share options, warrants, employee warrants5,896,1578,471,113
Fully diluted shares as at December 31,60,173,57964,236,204
































18

CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)

YoY
Change		QoQ
Change		Q4
2024		Q3
2024		Q2
2024		Q1
2024		Q4
2023		Q3
2023		Q2
2023		Q1
2023		Q4
2022
Clients(5)%1%17,26917,16217,74417,76718,19718,42318,64618,67918,990
Revenue (2)%21%553,035458,892471,307450,055566,302469,193468,934445,016564,425
Americas(2)%33%274,620206,816212,374198,365280,597219,667208,463188,288281,806
EMEA(3)%13%183,372161,745168,496162,842189,291158,756163,969160,214185,125
APAC(1)%5%95,04390,33190,43788,84896,41490,77096,50296,51497,494
Revenue(2)%21%553,035458,892471,307450,055566,302469,193468,934445,016564,425
Retail Media20%51%91,88960,76554,77750,87276,58349,81344,59038,02159,801
Performance Media(6)%16%461,146398,127416,530399,183489,719419,380424,344406,995504,624
TAC(13)%13%218,636192,789204,214196,167249,926223,798228,717224,398281,021
Retail Media (2)
(32)%41%1,6611,1829117032,4291,3771,0726692,719
Performance Media(12)%13%216,975191,607203,303195,464247,497222,421227,645223,729278,302
Contribution ex-TAC (1)
6%26%334,399266,103267,093253,888316,376245,395240,217220,618283,404
Retail Media (2)
22%51%90,22859,58353,86650,16974,15448,43643,51837,35257,082
Performance Media1%18%244,171206,520213,227203,719242,222196,959196,699183,266226,322
Cash flow from operating activities 5%195%169,45457,50317,18714,017161,34019,6141,32841,964125,455
Capital expenditures19%24%23,39418,89921,11913,22419,72415,84945,51933,21914,522
Net cash position (29)%2%290,943283,990291,698341,862411,257269,857298,183380,663448,200
Headcount(2)%0.1%3,5073,5043,4983,5593,5633,4873,5143,6363,716
Days Sales Outstanding (days - end of month) (2)
4 days(3) days626564665861697471

(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.
19
v3.25.0.1
Document and Entity Information
Feb. 05, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 05, 2025
Entity Registrant Name CRITEO S.A.
Entity Incorporation, State or Country Code I0
Entity File Number 001-36153
Entity Address, Address Line One 32 Rue Blanche
Entity Address, City or Town Paris
Entity Address, Country FR
Entity Address, Postal Zip Code 75009
Country Region 33
City Area Code 17
Local Phone Number 585 0939
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001576427
Amendment Flag false
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