CRITEO REPORTS RECORD FIRST QUARTER 2025 RESULTS

Deployed $56 Million to Repurchase Shares in Q1 2025 , /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2025. First Quarter 2025 Financial Highlights: The following table summarizes our consolidated financial results for the three months ended March 31, 2025: Three Months Ended March 31, 2025 2024 YoY Change (in millions, except EPS data) GAAP Results Revenue $451 $450 0.3 % Gross Profit $237 $217 9 % Net Income (loss) $40 $9 367 % Gross Profit margin 52 % 48 % 4 ppt Diluted EPS $0.66 $0.12 450 % Cash from operating activities $62 $14 345 % Cash and cash equivalents $286 $267 7 % Non-GAAP Results1 Contribution ex-TAC $264 $254 4 % Adjusted EBITDA $92 $71 30 % Adjusted diluted EPS $1.10 $0.80 38 % Free Cash Flow (FCF) $45 $1 NM FCF / Adjusted EBITDA 49 % 1 % 48 ppt "Our results this quarter demonstrate strong execution and a solid foundation to build on," said Michael Komasinski, Chief Executive Officer of Criteo. "Criteo sits at the center of commerce and media, a powerful combination. I'm excited about our opportunities ahead and confident in our ability to deliver long-term value for our shareholders." Operating Highlights Retail Media Contribution ex-TAC grew 18% year-over-year at constant currency2 and same-retailer Contribution ex-TAC3 retention for Retail Media was 120%. We expanded our platform adoption to 3,800 brands and added new retailers and marketplaces, including Dick's Sporting Goods in the U.S., Endeavour in Australia, d shopping in Japan, Cooperative U in France, and Elkjop in the Nordics. We launched our Onsite Video solution for Retail Media into general availability and now offer a comprehensive, full-funnel onsite advertising suite. Performance Media Contribution ex-TAC was up 4% year-over-year at constant currency2. Criteo's media spend4 was $4.3 billion in the last 12 months and $919 million in Q1 2025, flat year-over-year at constant currency2. We deployed $56 million of capital for share repurchases in Q1 2025. The Company named Frederik van der Kooi as the Chairperson of the Board of Directors and nominated Stefanie Jay for election to the Board of directors at the 2025 Annual 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 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-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 the same quarter in the following year. 4 Media spend is defined as the media spend activated on behalf of our Retail Media clients and our Performance Media clients. Financial Summary Revenue for Q1 2025 was $451 million, gross profit was $237 million and Contribution ex-TAC was $264 million. Net income for Q1 2025 was $40 million, an increase compared to $9 million in Q1 2024. This represents $0.66 per share on a diluted basis. Adjusted EBITDA for Q1 was $92 million, resulting in an adjusted diluted EPS of $1.10 . As reported, revenue for Q1 increased 0.3%, gross profit increased 9% and Contribution ex-TAC increased 4%. At constant currency, revenue for Q1 increased 3% and Contribution ex-TAC increased 7%. Cash flow from operating activities was $62 million in Q1 and Free Cash Flow was $45 million in Q1 2025, an increase compared to $1 million in Q1 2024. As of March 31, 2025, we had $329 million in cash and marketable securities on our balance sheet. Sarah Glickman, Chief Financial Officer, said, "Our first quarter results reflect our broad capabilities to drive performance across the buyer journey, and the strength of our diversified global client base. In an uncertain macro-economic environment, our resilient business model and strong financial foundation position us well to drive results for our clients and protect margins and cash flow." First Quarter 2025 Results Revenue, Gross Profit and Contribution ex-TAC Revenue increased 0.3% year-over-year in Q1 2025, or 3% at constant currency, to $451 million (Q1 2024: $450 million). Gross profit increased 9% year-over-year in Q1 2025 to $237 million (Q1 2024: $217 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q1 2024: 48%). Contribution ex-TAC in the first quarter increased 4% year-over-year, or increased 7% at constant currency, to $264 million (Q1 2024: $254 million). Retail Media revenue increased 17%, or 18% at constant currency, reflecting continued strength in Retail Media onsite. Retail Media Contribution ex-TAC increased 17%, or 18% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform. Performance Media revenue decreased (2)%, or increased 1% at constant currency, and Performance Media Contribution ex-TAC increased 1%, or 4% at constant currency, driven by the continued 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 $40 million in Q1 2025 (Q1 2024: net income of $9 million). Net income allocated to shareholders of Criteo was $38 million, or $0.66 per share on a diluted basis (Q1 2024: net income available to shareholders of $7 million, or $0.12 per share on a diluted basis). Adjusted net income, a non-GAAP financial measure, was $63 million, or $1.10 per share on a diluted basis (Q1 2024: $47 million, or $0.80 per share on a diluted basis). Adjusted EBITDA and Operating Expenses Adjusted EBITDA was $92 million, representing an increase of 30% year-over-year (Q1 2024: $71 million). This primarily 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 35% (Q1 2024: 28%). Operating expenses decreased (9)% year-over-year to $189 million (Q1 2024: $207 million), mostly driven by continued rigor on resource allocation and lower equity award compensation expense, partially offset by planned growth investments. Non-GAAP operating expenses decreased (3)% year-over-year to $151 million (Q1 2024: $155 million). Cash Flow, Cash and Financial Liquidity Position Cash flow from operating activities increased to $62 million in Q1 2025 (Q1 2024: $14 million). Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property and equipment and change in accounts payable related to intangible assets, property and equipment, increased to $45 million in Q1 2025 (Q1 2024: $1 million). On a trailing 12-month basis, Free Cash Flow was $226 million. Cash and cash equivalents, and marketable securities, were $329 million, a $(3) million decrease compared to December 31, 2024, after spending $56 million on share repurchases in the three months ended March 31, 2025. As of March 31, 2025, the Company had total financial liquidity of approximately $810 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A. Update on Chrome Third-Party Cookie Policy On April 23, 2025, Google announced that it will maintain its current approach for offering users control over third-party cookies in the Chrome browser. This decision follows a 2024 proposal to implement a new framework and standalone prompt for collecting user consent regarding third-party cookie usage across web browsing activity. Google confirmed it will not proceed with the proposed standalone consent prompt and instead will continue with its existing mechanisms for user choice. We appreciate our partnership with Google and the wider ecosystem, and welcome Google's decision to provide greater clarity around their plans for third-party cookies. We have future-proofed our approach to privacy protecting addressability which uses advanced AI to consolidate and then optimize diverse signals, including alternative IDs, first-party data, contextual inputs and browser-based tools like the Privacy Sandbox. This enables us to execute tailored, full-funnel, cross-channel campaigns that drive measurable outcomes for our clients in any scenario. Commercial Update On April 30, 2025, our largest Retail Media client notified us that they will curtail the scope of services to be provided commencing November 1, 2025, which will reduce the expected revenue from that date onwards. They will continue to use our industry-leading Retail Media technology platform under a multi-year committed contract while discontinuing our managed services and curtailing the remaining brand demand sales services. 2025 Business Outlook The following forward-looking statements reflect Criteo's expectations as of May 2, 2025, amidst an uncertain macro-economic backdrop. Fiscal year 2025 guidance: Low-single-digit growth in Contribution ex-TAC at constant currency. Adjusted EBITDA margin of approximately 33% to 34% of Contribution ex-TAC. Second quarter 2025 guidance: Contribution ex-TAC between $272 million and $278 million, or -2% to flat year-over-year at constant-currency at the midpoint. Adjusted EBITDA between $60 million and $66 million. The above guidance for the second 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 0.787, a U.S. dollar-Korean Won rate of 1,426 and a U.S. dollar-Brazilian Real rate of 5.83. The above guidance assumes that no additional acquisitions are completed during the second 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 awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs. 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, 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 awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition and integration costs. 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 June 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, May 2, 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 RelationsMelanie Dambre, [email protected] Criteo Public RelationsJessica Meyers, [email protected] Financial information to follow CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited) March 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 285,850 $ 290,693 Trade receivables, net of allowances of $ 27.0 million and $ 28.6 million at March 31, 2025 and December 31, 2024, respectively 647,109 800,859 Income taxes 1,564 1,550 Other taxes 58,213 53,883 Other current assets 63,901 50,887 Marketable securities - current portion 27,301 26,242 Total current assets 1,083,938 1,224,114 Property and equipment, net 105,675 107,222 Intangible assets, net 160,264 158,384 Goodwill 521,137 515,188 Right of Use Asset - operating lease 100,736 99,468 Marketable securities - noncurrent portion 16,223 15,584 Noncurrent financial assets 4,920 4,332 Other noncurrent assets 60,733 61,151 Deferred tax assets 74,319 81,006 Total noncurrent assets 1,044,007 1,042,335 Total assets $ 2,127,945 $ 2,266,449 Liabilities and shareholders' equity Current liabilities: Trade payables $ 639,807 $ 802,524 Contingencies - current portion 1,649 1,882 Income taxes 31,266 34,863 Financial liabilities - current portion 6,980 3,325 Lease liability - operating - current portion 25,629 25,812 Other taxes 21,983 19,148 Employee - related payables 118,435 109,227 Other current liabilities 41,055 49,819 Total current liabilities 886,804 1,046,600 Deferred tax liabilities 4,200 4,067 Defined benefit plans 4,826 4,709 Financial liabilities - noncurrent portion 309 297 Lease liability - operating - noncurrent portion 77,788 77,584 Contingencies - noncurrent portion 31,939 31,939 Other noncurrent liabilities 21,843 20,156 Total noncurrent liabilities 140,905 138,752 Total liabilities 1,027,709 1,185,352 Commitments and contingencies Shareholders' equity: Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at March 31, 2025 and December 31, 2024, respectively. 1,933 1,931 Treasury stock, 4,285,178 and 3,467,417 shares at cost as of March 31, 2025 and December 31, 2024 , respectively. (159,400) (125,298) Additional paid-in capital 707,489 709,580 Accumulated other comprehensive loss (92,838) (108,768) Retained earnings 607,415 571,744 Equity attributable to the shareholders of Criteo S.A. 1,064,599 1,049,189 Noncontrolling interests 35,637 31,908 Total equity 1,100,236 1,081,097 Total equity and liabilities $ 2,127,945 $ 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 March 31, 2025 2024 Revenue $ 451,434 $ 450,055 Cost of revenue Traffic acquisition cost 187,062 196,167 Other cost of revenue 27,396 36,665 Gross profit 236,976 217,223 Operating expenses: Research and development expenses 60,749 66,858 Sales and operations expenses 88,889 92,842 General and administrative expenses 39,171 47,169 Total operating expenses 188,809 206,869 Income from operations 48,167 10,354 Financial and other income 2,302 1,181 Income before taxes 50,469 11,535 Provision for income taxes 10,458 2,969 Net income $ 40,011 $ 8,566 Net income available to shareholders of Criteo S.A. $ 37,928 $ 7,244 Net income available to noncontrolling interests $ 2,083 $ 1,322 Weighted average shares outstanding used in computing per share amounts: Basic 53,979,157 55,149,622 Diluted 57,195,898 59,332,882 Net income allocated to shareholders per share: Basic $ 0.70 $ 0.13 Diluted $ 0.66 $ 0.12 CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited) Three Months Ended March 31, 2025 2024 Cash flows from operating activities Net income $ 40,011 $ 8,566 Non-cash and non-operating items 42,630 60,161 - Amortization and provisions 23,583 25,235 - Equity awards compensation expense 17,135 27,292 - Change in uncertain tax positions — 882 - Net change in fair value of earn-out — 3,237 - Change in deferred taxes 6,888 3,174 - Change in income taxes (4,288) (2,255) - Other (688) 2,596 Changes in assets and liabilities: (20,300) (54,710) - Trade receivables 163,943 158,056 - Trade payables (174,331) (201,921) - Other current assets (8,460) (6,589) - Other current liabilities (145) (3,534) - Change in operating lease liabilities and right of use assets (1,307) (722) Net cash provided by operating activities 62,341 14,017 Cash flows from investing activities Acquisition of intangible assets, property and equipment (17,091) (13,844) Disposal of intangibles assets, property and equipment — 620 Payment for business, net of cash acquired — (527) Purchases of marketable securities (11,449) (671) Maturities and sales of marketable securities 11,002 523 Net cash used in investing activities (17,538) (13,899) Cash flows from financing activities Proceeds from exercise of stock options 1,845 395 Repurchase of treasury stocks (56,168) (62,143) Change in other financing activities (471) (432) Net cash used in financing activities (54,794) (62,180) Effect of exchange rates changes on cash and cash equivalents 5,219 (7,333) Net decrease in cash and cash equivalents and restricted cash (4,772) (69,395) Net cash and cash equivalents and restricted cash at the beginning of the period 290,943 411,257 Net cash and cash equivalents and restricted cash at the end of the period $ 286,171 $ 341,862 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for taxes, net of refunds $ (5,920) $ (1,168) Cash paid for interest $ (244) $ (327) Noncash investing and financing activities Intangible assets, property and equipment acquired through payables $ 1,621 $ 2,738 CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited) Three Months Ended March 31, 2025 2024 YoY Change CASH FROM OPERATING ACTIVITIES $ 62,341 $ 14,017 345 % Acquisition of intangible assets, property and equipment (17,091) (13,844) (23) % Disposal of intangible assets, property and equipment — 620 (100) % FREE CASH FLOW (1) $ 45,250 $ 793 NM (1) Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property and equipment and change in accounts payable related to 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 March 31, 2025 2024 YoY Change Gross Profit 236,976 217,223 9 % Other Cost of Revenue 27,396 36,665 (25) % Contribution ex-TAC (1) $ 264,372 $ 253,888 4 % (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 March 31, Segment 2025 2024 YoY Change YoY Change at Constant Currency (2) Revenue Retail Media $ 59,498 $ 50,872 17 % 18 % Performance Media 391,936 399,183 (2) % 1 % Total 451,434 450,055 0.3 % 3 % Contribution ex-TAC Retail Media 58,790 50,169 17 % 18 % Performance Media 205,582 203,719 1 % 4 % Total (1) $ 264,372 $ 253,888 4 % 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 is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar. CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income (Loss) (U.S. dollars in thousands, unaudited) Three Months Ended March 31, 2025 2024 YoY Change Net income $ 40,011 $ 8,566 367 % Adjustments: Financial income (1,948) (1,181) (65) % Provision for income taxes 10,458 2,969 252 % Equity awards compensation expense 15,880 27,292 (42) % Pension service costs 183 172 6 % Depreciation and amortization expense 25,693 24,918 3 % Restructuring, integration and transformation costs 1,871 7,943 (76) % Total net adjustments 52,137 62,113 (16) % Adjusted EBITDA (1) $ 92,148 $ 70,679 30 % (1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited) Three Months Ended March 31, 2025 2024 YoY Change Research and Development expenses $ 60,749 $ 66,858 (9) % Equity awards compensation expense 4,334 14,594 (70) % Depreciation and Amortization expense 16,673 12,328 35 % Pension service costs 101 91 11 % Restructuring, integration and transformation costs 73 471 (85) % Non GAAP - Research and Development expenses 39,568 39,374 — % Sales and Operations expenses 88,889 92,842 (4) % Equity awards compensation expense 5,421 5,727 (5) % Depreciation and Amortization expense 3,339 3,233 3 % Pension service costs 24 26 (8) % Restructuring, integration and transformation costs 66 494 (87) % Non GAAP - Sales and Operations expenses 80,039 83,362 (4) % General and Administrative expenses 39,171 47,169 (17) % Equity awards compensation expense 6,125 6,971 (12) % Depreciation and Amortization expense 333 453 (26) % Pension service costs 58 55 5 % Restructuring, integration and transformation costs 1,732 6,978 (75) % Non GAAP - General and Administrative expenses 30,923 32,712 (5) % Total Operating expenses 188,809 206,869 (9) % Equity awards compensation expense 15,880 27,292 (42) % Depreciation and Amortization expense 20,345 16,014 27 % Pension service costs 183 172 6 % Restructuring, integration and transformation costs 1,871 7,943 (76) % Total Non GAAP Operating expenses (1) 150,530 155,448 (3) % (1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (Loss) (U.S. dollars in thousands except share and per share data, unaudited) Three Months Ended March 31, 2025 2024 YoY Change Net income $ 40,011 $ 8,566 367 % Adjustments: Equity awards compensation expense 15,880 27,292 (42) % Amortization of acquisition-related intangible assets 8,998 8,679 4 % Restructuring, integration and transformation costs 1,871 7,943 (76) % Tax impact of the above adjustments (1) (3,930) (4,988) 21 % Total net adjustments 22,819 38,926 (41) % Adjusted net income(2) $ 62,830 $ 47,492 32 % Weighted average shares outstanding - Basic 53,979,157 55,149,622 - Diluted 57,195,898 59,332,882 Adjusted net income per share - Basic $1.16 $ 0.86 35 % - Diluted $1.10 $ 0.80 38 % (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 the definition of this Non-GAAP metric. CRITEO S.A. Constant Currency Reconciliation(1) (U.S. dollars in thousands, unaudited) Three Months Ended March 31, 2025 2024 YoY Change Gross Profit as reported $ 236,976 $ 217,223 9 % Other cost of revenue as reported 27,396 36,665 (25) % Contribution ex-TAC as reported(2) 264,372 253,888 4 % Conversion impact U.S. dollar/other currencies 6,196 Contribution ex-TAC at constant currency 270,568 253,888 7 % Traffic acquisition costs as reported 187,062 196,167 (5) % Conversion impact U.S. dollar/other currencies 4,386 Traffic acquisition costs at constant currency 191,448 196,167 (2) % Revenue as reported 451,434 450,055 — % Conversion impact U.S. dollar/other currencies 10,582 Revenue at constant currency $ 462,016 $ 450,055 3 % (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 the definition of this Non-GAAP metric. CRITEO S.A. Information on Share Count (unaudited) Three 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 (298,265) (615,469) Basic number of shares - Basic EPS basis 53,979,157 55,149,622 Dilutive effect of share-based awards - Treasury method 3,216,741 4,183,260 Diluted number of shares - Diluted EPS basis 57,195,898 59,332,882 Shares issued as at March 31, before Treasury stocks 57,854,895 61,181,001 Treasury stocks as of March 31, (4,285,178) (6,617,119) Shares outstanding as of March 31, after Treasury stocks 53,569,717 54,563,882 Total dilutive effect of share-based awards 5,798,947 8,851,780 Fully diluted shares as at March 31, 59,368,664 63,415,662 CRITEO S.A. Supplemental Financial Information and Operating Metrics (U.S. dollars in thousands except where stated, unaudited) YoY Change QoQ Change Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Clients (4) % (1) % 17,084 17,269 17,162 17,744 17,767 18,197 18,423 18,646 18,679 Revenue 0.3 % (18) % 451,434 553,035 458,892 471,307 450,055 566,302 469,193 468,934 445,016 Americas (3) % (30) % 192,908 274,620 206,816 212,374 198,365 280,597 219,667 208,463 188,288 EMEA 1 % (10) % 164,861 183,372 161,745 168,496 162,842 189,291 158,756 163,969 160,214 APAC 5 % (1) % 93,665 95,043 90,331 90,437 88,848 96,414 90,770 96,502 96,514 Revenue — % (18) % 451,434 553,035 458,892 471,307 450,055 566,302 469,193 468,934 445,016 Retail Media 17 % (35) % 59,498 91,889 60,765 54,777 50,872 76,583 49,813 44,590 38,021 Performance Media (2) % (15) % 391,936 461,146 398,127 416,530 399,183 489,719 419,380 424,344 406,995 TAC (5) % (14) % 187,062 218,636 192,789 204,214 196,167 249,926 223,798 228,717 224,398 Retail Media 1 % (57) % 708 1,661 1,182 911 703 2,429 1,377 1,072 669 Performance Media (5) % (14) % 186,354 216,975 191,607 203,303 195,464 247,497 222,421 227,645 223,729 Contribution ex-TAC (1) 4 % (21) % 264,372 334,399 266,103 267,093 253,888 316,376 245,395 240,217 220,618 Retail Media 17 % (35) % 58,790 90,228 59,583 53,866 50,169 74,154 48,436 43,518 37,352 Performance Media 1 % (16) % 205,582 244,171 206,520 213,227 203,719 242,222 196,959 196,699 183,266 Cash flow from operating activities 345 % (63) % 62,341 169,454 57,503 17,187 14,017 161,340 19,614 1,328 41,964 Capital expenditures 29 % (27) % 17,091 23,394 18,899 21,119 13,224 19,724 15,849 45,519 33,219 Net cash position (16) % (2) % 286,171 290,943 283,990 291,698 341,862 411,257 269,857 298,183 380,663 Headcount (1) % 1 % 3,533 3,507 3,504 3,498 3,559 3,563 3,487 3,514 3,636 Days Sales Outstanding (days - end of month) (2) 2 days 6 days 68 62 65 64 66 58 61 69 74 (1) Refer to the "Non-GAAP Financial Measures" section for the 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. SOURCE Criteo Corp WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM? 440k+ Newsrooms & Influencers 9k+ Digital Media Outlets 270k+ Journalists Opted In

CRITEO REPORTS RECORD FIRST QUARTER 2025 RESULTS

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