CRITEO REPORTS RECORD FOURTH QUARTER 2024 RESULTS

Michael Komasinski Appointed as Chief Executive OfficerDeployed Record $225 Million to Repurchase Shares in 2024Remaining Share Buyback Authorization Increased up to $200 MillionTargeting Mid-Single-Digit Growth in 2025 , /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2024. Fourth Quarter and Fiscal Year 2024 Financial Highlights: The following table summarizes our consolidated financial results for the three months and twelve months ended December 31, 2024: Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoY Change 2024 2023 YoY Change (in millions, except EPS data) GAAP Results Revenue $553 $566 (2) % $1,933 $1,949 (1) % Gross Profit $301 $277 9 % $983 $863 14 % Net Income $72 $62 16 % $115 $55 110 % Gross Profit margin 54 % 49 % 5ppt 51 % 44 % 7ppt Diluted EPS $1.23 $1.02 21 % $1.90 $0.88 116 % Cash from operating activities $169 $161 5 % $258 $224 15 % Cash and cash equivalents $291 $336 (14) % $291 $336 (14) % Non-GAAP Results1 Contribution ex-TAC $334 $316 6 % $1,121 $1,023 10 % Adjusted EBITDA $144 $139 4 % $390 $302 29 % Adjusted diluted EPS $1.75 $1.52 15 % $4.57 $3.18 44 % Free Cash Flow (FCF) $146 $142 3 % $182 $110 65 % FCF / Adjusted EBITDA 101 % 102 % (1)ppt 47 % 36 % 11ppt "I'm incredibly proud of what our team has accomplished. This year, we solidified our position as a global leader in Commerce Media and delivered our strongest financial performance to date, marking our third consecutive year of double-digit growth," said Megan Clarken, Chief Executive Officer of Criteo. "As I pass the baton to Michael Komasinski to lead Criteo into its next chapter of AI-driven innovation and growth, I do so with excitement for the Company's future." Operating Highlights The Company appointed Michael Komasinski as its new Chief Executive Officer, effective February 15, 2025. Retail Media Contribution ex-TAC grew 25% year-over-year at constant 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. Financial Summary Revenue for Q4 2024 was $553 million, gross profit was $301 million and Contribution ex-TAC was $334 million. Net income for Q4 was $72 million, or $1.23 per share on a diluted basis. Adjusted EBITDA for Q4 was $144 million, resulting in an adjusted diluted EPS of $1.75. As reported, revenue for Q4 decreased (2)%, gross profit increased 9% and Contribution ex-TAC increased 6%. At constant currency, revenue for Q4 decreased (1)% and Contribution ex-TAC increased 7%. Revenue for the fiscal year 2024 was $1.9 billion, gross profit was $983 million and Contribution ex-TAC was $1.1 billion. As reported, revenue for 2024 decreased (1)%, gross profit increased 14% and Contribution ex-TAC increased 10%. At constant currency, revenue for 2024 increased 0.4% and Contribution ex-TAC increased 11%. Net income for fiscal year 2024 was $115 million, or $1.90 per share on a diluted basis. Fiscal year 2024 Adjusted EBITDA was $390 million, resulting in an adjusted diluted EPS of $4.57. Cash flow from operating activities was $169 million in Q4 and Free Cash Flow was $146 million in Q4. As of December 31, 2024, we had $333 million in cash and marketable securities on our balance sheet. Sarah Glickman, Chief Financial Officer, said, "In 2024, we delivered record performance and expanded our adjusted EBITDA margin by 500 basis points to 35%. We deployed $225 million of capital for share repurchases, demonstrating our focus on driving shareholder value. As we enter 2025, we believe we are well-positioned to deliver continued growth, robust profitability, and strong cash generation." Fourth Quarter 2024 Results Revenue, Gross Profit and Contribution ex-TAC Revenue decreased (2)% year-over-year in Q4 2024, and decreased (1)% at constant currency, to $553 million (Q4 2023: $566 million). Gross profit increased 9% year-over-year in Q4 2024 to $301 million (Q4 2023: $277 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (Q4 2023: 49%). Contribution ex-TAC in the fourth quarter increased 6% year-over-year, or increased 7% at constant currency, to $334 million (Q4 2023: $316 million). Retail Media revenue increased 20%, or 21% at constant currency, and Retail Media Contribution ex-TAC increased 22%, or 23% at constant currency, driven by continued strength in Retail Media onsite, new client integrations, an uptick in offsite campaigns and growing network effects of the platform. Performance Media revenue decreased (6)%, or decreased (5)% at constant currency, and Performance Media Contribution ex-TAC increased 1%, or 3% at constant currency, driven by the continued traction of Commerce Audiences as more clients adopt full funnel activation, partially offset by lower Retargeting and AdTech services and supply. Net Income and Adjusted Net Income Net income was $72 million in Q4 2024 (Q4 2023: net income of $62 million). Net income allocated to shareholders of Criteo was $71 million, or $1.23 per share on a diluted basis (Q4 2023: net income available to shareholders of $61 million, or $1.02 per share on a diluted basis). Adjusted net income, a non-GAAP financial measure, was $101 million, or $1.75 per share on a diluted basis (Q4 2023: $91 million, or $1.52 per share on a diluted basis). Adjusted EBITDA and Operating Expenses Adjusted EBITDA was $144 million, representing an increase of 4% year-over-year (Q4 2023: $139 million). This reflects higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 43% (Q4 2023: 44%). Operating expenses increased by 10% year-over-year to $206 million (Q4 2023: $188 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 12% year-over-year to $165 million (Q4 2023: $147 million). Fiscal Year 2024 Results Revenue, Gross Profit and Contribution ex-TAC Revenue decreased (1)% year-over-year, or increased 0.4% at constant currency, to $1.9 billion (FY 2023: $1.9 billion). Gross profit increased 14% year-over-year to $983 million (FY 2023: $863 million). Gross profit as a percentage of revenue, or gross profit margin, was 51% (FY 2023: 44%). Contribution ex-TAC increased 10% year-over-year, or increased 11% at constant currency, to $1.1 billion (FY 2023: $1.0 billion). Retail Media revenue increased 24%, or 24% at constant currency, and Retail Media Contribution ex-TAC increased 25%, or 25% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform. Performance Media revenue decreased (4)%, or decreased (2)% at constant currency, and Performance Media Contribution ex-TAC increased 6%, or 8% at constant currency, driven by strong growth for Commerce Audiences and resilient Retargeting, partially offset by lower AdTech services and supply. Net Income and Adjusted Net Income Net income was $115 million (FY 2023: $55 million). Net income available to shareholders of Criteo was $112 million, or $1.90 per share on a diluted basis (FY 2023: $53 million, or $0.88 per share on a diluted basis). Adjusted net income was $268 million, or $4.57 per share on a diluted basis (FY 2023: $191 million, or $3.18 per share on a diluted basis). Adjusted EBITDA and Operating Expenses Adjusted EBITDA was $390 million, representing an increase of 29% year-over-year (FY 2023: $302 million). This reflects higher Contribution ex-TAC and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 35% (FY 2023: 30%). Operating expenses increased 6% year-over-year to $832 million (FY 2023: $786 million), mostly driven by planned growth investments and the partial reversal of the loss contingency related to the CNIL matter in 2023. Non-GAAP operating expenses increased 3% or $20 million to $627 million (FY 2023: $607 million). Cash Flow, Cash and Financial Liquidity Position Cash flow from operating activities increased to $169 million in Q4 2024 (Q4 2023: $161 million). Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property and equipment, increased to $146 million in Q4 2024 (Q4 2023: $142 million). Cash and cash equivalents, and marketable securities, decreased $26 million compared to December 31, 2023 to $333 million, after spending $225 million on share repurchases in 2024 (2023: $125 million). As of December 31, 2024, the Company had total financial liquidity of approximately $782 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A. Criteo Appointed Michael Komasinski as Chief Executive Officer The Board of Directors of the Company appointed Michael Komasinski as Chief Executive Officer and a member of the Board, effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be stepping down from her role as CEO and from the Board. Clarken will temporarily serve in a senior advisory role to ensure a smooth transition. Komasinski brings over 20 years of AdTech expertise and a proven track record of driving accelerated growth, AI-driven innovation, and scale. Throughout his career, he has gained significant data-driven technology expertise and vast retail media experience. He previously served as CEO of the Americas, President of Global Data & Technology, and member of the Group Executive Management team at dentsu, one of the largest global advertising holding companies. He joined dentsu through its acquisition of Merkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of Merkle in 2021. He previously served in leadership positions at Razorfish, Schawk Retail Marketing, The Nielsen Company, and A.T. Kearney. Michael is a board member of the Ad Council and serves on the client advisory boards of Meta and Microsoft. 2025 Business Outlook The following forward-looking statements reflect Criteo's expectations as of February 5, 2025. Fiscal year 2025 guidance: Mid-single-digit growth in Contribution ex-TAC at constant currency Adjusted EBITDA margin of approximately 33% to 34% of Contribution ex-TAC First quarter 2025 guidance: Contribution ex-TAC between $256 million and $260 million, or year-over-year growth at constant-currency of +3% to +5% Adjusted EBITDA between $68 million and $72 million The above guidance for the first quarter and fiscal year ending December 31, 2025 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.962, a U.S. dollar-Japanese Yen rate of 150, a U.S. dollar-British pound rate of 0.802, a U.S. dollar-Korean Won rate of 1,350 and a U.S. dollar-Brazilian real rate of 5.75. The above guidance assumes that no additional acquisitions are completed during the first quarter of 2025 or the fiscal year ended December 31, 2025. Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results. Extension of Share Repurchase Authorization Criteo's Board of Directors approved an increase of the previously authorized share repurchase program from up to $630 million to up to $805 million of the Company's outstanding American Depositary Shares. As of January 31, 2025, the remaining share buyback authorization was extended to up to $200 million. The Company intends to use repurchased shares under this extended program to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders, as well as to fund potential acquisitions in the future. Under the terms of the authorization, the stock purchases may be made from time to time in compliance with applicable state and federal securities laws and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. Non-GAAP Financial Measures This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP. Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors. Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, a loss contingency related to a regulatory matter, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors. Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, plant and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows. Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition and integration costs, and a loss contingency related to a regulatory matter. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community. Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income. Forward-Looking Statements Disclosure This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2025 and the year ending December 31, 2025, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024, and in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted Criteo's business, financial condition, cash flow and results of operations. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise. Conference Call Information Criteo's senior management team will discuss the Company's earnings on a call that will take place today, February 5, 2025, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay. United States: +1 800 836 8184 International: +1 646 357 8785 France 080-094-5120 Please ask to be joined into the "Criteo" call. About Criteo Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com. Contacts Criteo Investor 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) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 290,693 $ 336,341 Trade receivables, net of allowances of $ 28.6 million and $ 43.3 million at December 31, 2024 and December 31, 2023, respectively 800,859 775,589 Income taxes 1,550 2,065 Other taxes 53,883 68,936 Other current assets 50,637 48,291 Restricted cash - current 250 75,000 Marketable securities - current portion 26,242 5,970 Total current assets 1,224,114 1,312,192 Property and equipment, net 107,222 126,494 Intangible assets, net 158,384 180,888 Goodwill 515,188 524,197 Right of Use Asset - operating lease 99,468 112,487 Marketable securities - noncurrent portion 15,584 16,575 Noncurrent financial assets 4,332 5,294 Other noncurrent assets 61,151 60,742 Deferred tax assets 81,006 52,680 Total noncurrent assets 1,042,335 1,079,357 Total assets $ 2,266,449 $ 2,391,549 Liabilities and shareholders' equity Current liabilities: Trade payables $ 802,524 $ 838,522 Contingencies - current portion 1,882 1,467 Income taxes 34,863 17,213 Financial liabilities - current portion 3,325 3,389 Lease liability - operating - current portion 25,812 35,398 Other taxes 19,148 26,289 Employee - related payables 109,227 113,287 Other current liabilities 49,819 104,552 Total current liabilities 1,046,600 1,140,117 Deferred tax liabilities 4,067 1,083 Defined benefit plans 4,709 4,123 Financial liabilities - noncurrent portion 297 77 Lease liability - operating - noncurrent portion 77,584 83,051 Contingencies - noncurrent portion 31,939 32,625 Other noncurrent liabilities 20,156 19,082 Total non-current liabilities 138,752 140,041 Total liabilities 1,185,352 1,280,158 Shareholders' equity: Common shares, €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 capital 709,580 769,240 Accumulated other comprehensive income (loss) (108,768) (85,326) Retained earnings 571,744 555,456 Equity - attributable to shareholders of Criteo S.A. 1,049,189 1,079,605 Noncontrolling interests 31,908 31,786 Total equity 1,081,097 1,111,391 Total equity and liabilities $ 2,266,449 $ 2,391,549 CRITEO S.A.Consolidated Statement of Operations(U.S. dollars in thousands, except share and per share data, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 2024 2023 Revenue $ 553,035 $ 566,302 $ 1,933,289 $ 1,949,445 Cost of revenue Traffic acquisition cost 218,636 249,926 811,806 926,839 Other cost of revenue 33,428 39,750 138,512 159,562 Gross profit 300,971 276,626 982,971 863,044 Operating expenses: Research and development expenses 67,559 48,402 279,341 242,289 Sales and operations expenses 97,356 97,687 376,090 406,012 General and administrative expenses 41,548 42,219 176,138 137,525 Total Operating expenses 206,463 188,308 831,569 785,826 Income from operations 94,508 88,318 151,402 77,218 Financial and Other Income (Expense) 2,206 (4,498) 3,095 (2,490) Income before taxes 96,714 83,820 154,497 74,728 Provision for income taxes 24,770 21,769 39,784 20,084 Net income $ 71,944 $ 62,051 $ 114,713 $ 54,644 Net income available to shareholders of Criteo S.A. $ 71,095 $ 61,017 $ 111,571 $ 53,259 Net income available to noncontrolling interests $ 849 $ 1,034 $ 3,142 $ 1,385 Weighted average shares outstanding used in computing per share amounts: Basic 54,695,112 56,107,042 54,817,136 56,170,658 Diluted 57,640,779 59,687,020 58,605,529 60,231,627 Net income allocated to shareholders per share: Basic $ 1.30 $ 1.09 $ 2.04 $ 0.95 Diluted $ 1.23 $ 1.02 $ 1.90 $ 0.88 CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 2024 2023 Cash flows from operating activities Net income $ 71,944 $ 62,051 $ 114,713 $ 54,644 Non-cash and non-operating items 56,105 60,663 192,118 103,369 - Amortization and provisions 20,620 16,048 87,754 72,336 - Payment for contingent liability on regulatory matters — — — (43,334) - Equity awards compensation expense 24,420 20,832 106,613 97,185 - Net loss (gain) on disposal of noncurrent assets 994 974 1,918 (7,929) - Change in uncertain tax positions (7) (566) 1,757 (880) - Net change in fair value of Earn-out (2,195) 845 1,007 2,344 - Change in deferred taxes (9,670) 1,154 (26,040) (23,588) - Change in income taxes 28,710 22,431 19,389 4,424 - Other (6,767) (1,055) (280) 2,811 Changes in assets and liabilities 41,405 38,626 (48,670) 66,233 - (Increase) / Decrease in trade receivables (167,111) (135,233) (28,516) (56,344) - Increase / (Decrease) in trade payables 193,703 159,127 (17,160) 87,937 - (Increase) / Decrease in other current assets 10,881 (8,648) 10,142 (5,616) - Increase / (Decrease) in other current liabilities 2,925 24,089 (11,314) 40,952 - Change in operating lease liabilities and right of use assets 1,007 (709) (1,822) (696) NET CASH PROVIDED BY OPERATING ACTIVITIES 169,454 161,340 258,161 224,246 Cash flows from investing activities Acquisition of intangible assets, property, plant and equipment (24,159) (20,860) (78,112) (116,115) Disposal of intangibles assets, property and equipment 765 1,136 1,476 1,804 Payment for business, net of cash acquired — 132 (527) (6,825) Proceeds from disposition of investment — (778) — 8,847 Purchases of marketable securities (20,950) (5,378) (26,688) (22,471) Maturities and sales of marketable securities 5,409 21,236 5,950 26,048 NET CASH USED IN INVESTING ACTIVITIES (38,935) (4,512) (97,901) (108,712) Cash flows from financing activities Change in other financial liabilities — 235 — 235 Proceeds from exercise of stock options 117 (3) 4,550 1,945 Repurchase of treasury stocks (67,103) (22,135) (224,595) (125,489) Cash payment for contingent consideration (51,983) — (51,983) (22,025) Other financing activities 2,825 (493) 1,529 (1,920) NET CASH USED IN FINANCING ACTIVITIES (116,144) (22,396) (270,499) (147,254) Effect of exchange rates changes on cash and cash equivalents and restricted cash (7,422) 7,053 (10,159) (5,139) Net increase (decrease) in cash and cash equivalents and restricted cash 6,953 141,485 (120,398) (36,859) Net cash and cash equivalents and restricted cash at the beginning of the period 283,990 269,857 411,341 448,200 Net cash and cash equivalents and restricted cash at the end of the period $ 290,943 $ 411,341 $ 290,943 $ 411,341 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for taxes, net of refunds $ (4,606) $ 1,250 $ (40,705) $ (40,127) Cash paid for interest $ (328) $ (424) $ (1,360) $ (1,539) Non-cash investing and financing activities: Intangible assets, property, plant and equipment in trade payables and other current liabilities $ 1,758 $ 3,346 $ 1,758 $ 3,346 CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 2024 2023 CASH FROM (USED FOR) OPERATING ACTIVITIES $ 169,454 $ 161,340 $ 258,161 $ 224,246 Acquisition of intangible assets, property and equipment (24,159) (20,860) (78,112) (116,115) Disposal of intangibles assets, property and equipment 765 1,136 1,476 1,804 FREE CASH FLOW (1) $ 146,060 $ 141,616 $ 181,525 $ 109,935 (1) Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment. CRITEO S.A. Reconciliation of Contribution ex-TAC to Gross Profit (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoY Change 2024 2023 YoY Change Gross Profit 300,971 276,626 9 % 982,971 863,044 14 % Other Cost of Revenue 33,428 39,750 (16) % 138,512 159,562 (13) % Contribution ex-TAC (1) $ 334,399 $ 316,376 6 % $ 1,121,483 $ 1,022,606 10 % (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. CRITEO S.A. Segment Information (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 Segment 2024 2023 YoYChange YoYChangeatConstantCurrency (2) 2024 2023 YoYChange YoYChangeatConstantCurrency (2) Revenue Retail Media $ 91,889 $ 76,583 20 % 21 % $ 258,303 $ 209,007 24 % 24 % Performance Media 461,146 489,719 (6) % (5) % 1,674,986 1,740,438 (4) % (2) % Total 553,035 566,302 (2) % (1) % 1,933,289 1,949,445 (1) % 0.4 % Contribution ex-TAC Retail Media 90,228 74,154 22 % 23 % 253,846 203,460 25 % 25 % Performance Media 244,171 242,222 1 % 3 % 867,637 819,146 6 % 8 % Total (1) $ 334,399 $ 316,376 6 % 7 % $ 1,121,483 $ 1,022,606 10 % 11 % (1) Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric. (2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar. CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income (Loss) (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoY Change 2024 2023 YoY Change Net income (loss) $ 71,944 $ 62,051 16 % $ 114,713 $ 54,644 110 % Adjustments: Financial Income (Expense) (2,206) 4,497 (149) % (3,095) 2,805 (210) % Provision for income taxes 24,770 21,769 14 % 39,784 20,084 98 % Equity awards compensation expense 21,710 21,003 3 % 105,742 99,222 7 % Pension service costs (23) (131) 82 % 495 401 23 % Depreciation and amortization expense 25,514 23,079 11 % 101,193 99,653 2 % Acquisition-related costs (522) 613 (185) % 1,439 1,894 (24) % Net loss contingency on regulatory matters — 35 (100) % — (21,632) 100 % Restructuring, integration and transformation costs 2,821 5,729 (51) % 29,847 44,727 (33) % Total net adjustments 72,064 76,594 (6) % 275,405 247,154 11 % Adjusted EBITDA (1) $ 144,008 $ 138,645 4 % $ 390,118 $ 301,798 29 % (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoYChange 2024 2023 YoYChange Research and Development expenses $ 67,559 $ 48,402 40 % $ 279,341 $ 242,289 15 % Equity awards compensation expense 9,713 10,465 (7) % 54,628 55,078 (1) % Depreciation and Amortization expense 13,740 10,258 34 % 51,936 38,485 35 % Pension service costs 57 (18) 417 % 330 263 25 % Acquisition-related costs — (3) 100 % — 504 (100) % Restructuring, integration and transformation costs 412 1,031 (60) % 8,576 9,853 (13) % Non GAAP - Research and Development expenses 43,637 26,669 64 % 163,871 138,106 19 % Sales and Operations expenses 97,356 97,687 — % 376,090 406,012 (7) % Equity awards compensation expense 6,892 4,819 43 % 22,985 21,633 6 % Depreciation and Amortization expense 3,311 3,140 5 % 12,960 13,267 (2) % Pension service costs (110) (132) 17 % (32) (49) 35 % Restructuring, integration and transformation costs (26) 2,912 (101) % 5,467 19,923 (73) % Non GAAP - Sales and Operations expenses 87,289 86,948 — % 334,710 351,238 (5) % General and Administrative expenses 41,548 42,219 (2) % 176,138 137,525 28 % Equity awards compensation expense 5,105 5,719 (11) % 28,129 22,511 25 % Depreciation and Amortization expense 391 477 (18) % 1,716 2,127 (19) % Pension service costs 30 19 58 % 197 187 5 % Acquisition-related costs (522) 616 (185) % 1,439 1,390 4 % Restructuring, integration and transformation costs 2,435 1,786 36 % 15,804 14,951 6 % Net loss contingency on regulatory matters — 35 (100) % — (21,632) 100 % Non GAAP - General and Administrative expenses 34,109 33,567 2 % 128,853 117,991 9 % Total Operating expenses 206,463 188,308 10 % 831,569 785,826 6 % Equity awards compensation expense 21,710 21,003 3 % 105,742 99,222 7 % Depreciation and Amortization expense 17,442 13,875 26 % 66,612 53,879 24 % Pension service costs (23) (131) 82 % 495 401 23 % Acquisition-related costs (522) 613 (185) % 1,439 1,894 (24) % Restructuring, integration and transformation costs 2,821 5,729 (51) % 29,847 44,727 (33) % Net loss contingency on regulatory matters — 35 (100) % — (21,632) 100 % Total Non GAAP Operating expenses (1) 165,035 $ 147,184 12 % 627,434 607,335 3 % (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (Loss) (U.S. dollars in thousands except share and per share data, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoYChange 2024 2023 YoYChange Net income (loss) $ 71,944 $ 62,051 16 % $ 114,713 $ 54,644 110 % Adjustments: Equity awards compensation expense 21,710 21,003 3 % 105,742 99,222 7 % Amortization of acquisition-related intangible assets 8,573 8,943 (4) % 34,860 34,980 — % Acquisition-related costs (522) 613 (185) % 1,439 1,894 (24) % Net loss contingency on regulatory matters — 35 (100) % — (21,632) 100 % Restructuring, integration and transformation costs 2,821 5,729 (51) % 29,847 44,727 (33) % Tax impact of the above adjustments (1) (3,686) (7,469) 51 % (18,734) (22,536) 17 % Total net adjustments 28,896 28,854 — % 153,154 136,655 12 % Adjusted net income(2) $ 100,840 $ 90,905 11 % $ 267,867 $ 191,299 40 % Weighted average shares outstanding - Basic 54,695,112 56,107,042 54,817,136 56,170,658 - Diluted 57,640,779 59,687,020 58,605,529 60,231,627 Adjusted net income per share - Basic $ 1.84 $ 1.62 14 % $ 4.89 $ 3.41 43 % - Diluted $ 1.75 $ 1.52 15 % $ 4.57 $ 3.18 44 % (1) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates. (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. CRITEO S.A. Constant Currency Reconciliation(1) (U.S. dollars in thousands, unaudited) Three Months Ended Twelve Months Ended December 31 December 31 2024 2023 YoY Change 2024 2023 YoY Change Gross Profit as reported $ 300,971 $ 276,626 9 % $ 982,971 $ 863,044 14 % Other cost of revenue as reported 33,428 39,750 (16) % 138,512 159,562 (13) % Contribution ex-TAC as reported(2) 334,399 316,376 6 % 1,121,483 1,022,606 10 % Conversion impact U.S. dollar/other currencies 5,122 — 14,980 — Contribution ex-TAC at constant currency 339,521 316,376 7 % 1,136,463 1,022,606 11 % Contribution ex-TAC(2)/Revenue as reported 60 % 56 % 58 % 52 % Traffic acquisition costs as reported 218,636 249,926 (13) % 811,806 926,839 (12) % Conversion impact U.S. dollar/other currencies 1,276 — 9,529 — Traffic acquisition costs at constant currency 219,912 249,926 (12) % 821,335 926,839 (11) % Revenue as reported 553,035 566,302 (2) % 1,933,289 1,949,445 (1) % Conversion impact U.S. dollar/other currencies 6,399 — 24,509 — Revenue at constant currency $ 559,434 $ 566,302 (1) % $ 1,957,798 $ 1,949,445 0.4 % (1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar. (2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. CRITEO S.A. Information on Share Count (unaudited) Twelve Months Ended 2024 2023 Shares outstanding as at January 1, 55,765,091 57,263,624 Weighted average number of shares issued during the period (947,955) (1,092,966) Basic number of shares - Basic EPS basis 54,817,136 56,170,658 Dilutive effect of share options, warrants, employee warrants - Treasury method 3,788,393 4,060,969 Diluted number of shares - Diluted EPS basis 58,605,529 60,231,627 Shares issued as at December 31, before Treasury stocks 57,744,839 61,165,663 Treasury stocks as of December 31, (3,467,417) (5,400,572) Shares outstanding as of December 31, after Treasury stocks 54,277,422 55,765,091 Total dilutive effect of share options, warrants, employee warrants 5,896,157 8,471,113 Fully diluted shares as at December 31, 60,173,579 64,236,204 CRITEO S.A. Supplemental Financial Information and Operating Metrics (U.S. dollars in thousands except where stated, unaudited) YoY Change QoQ Change Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 Clients (5) % 1 % 17,269 17,162 17,744 17,767 18,197 18,423 18,646 18,679 18,990 Revenue (2) % 21 % 553,035 458,892 471,307 450,055 566,302 469,193 468,934 445,016 564,425 Americas (2) % 33 % 274,620 206,816 212,374 198,365 280,597 219,667 208,463 188,288 281,806 EMEA (3) % 13 % 183,372 161,745 168,496 162,842 189,291 158,756 163,969 160,214 185,125 APAC (1) % 5 % 95,043 90,331 90,437 88,848 96,414 90,770 96,502 96,514 97,494 Revenue (2) % 21 % 553,035 458,892 471,307 450,055 566,302 469,193 468,934 445,016 564,425 Retail Media 20 % 51 % 91,889 60,765 54,777 50,872 76,583 49,813 44,590 38,021 59,801 Performance Media (6) % 16 % 461,146 398,127 416,530 399,183 489,719 419,380 424,344 406,995 504,624 TAC (13) % 13 % 218,636 192,789 204,214 196,167 249,926 223,798 228,717 224,398 281,021 Retail Media (2) (32) % 41 % 1,661 1,182 911 703 2,429 1,377 1,072 669 2,719 Performance Media (12) % 13 % 216,975 191,607 203,303 195,464 247,497 222,421 227,645 223,729 278,302 Contribution ex-TAC (1) 6 % 26 % 334,399 266,103 267,093 253,888 316,376 245,395 240,217 220,618 283,404 Retail Media (2) 22 % 51 % 90,228 59,583 53,866 50,169 74,154 48,436 43,518 37,352 57,082 Performance Media 1 % 18 % 244,171 206,520 213,227 203,719 242,222 196,959 196,699 183,266 226,322 Cash flow from operating activities 5 % 195 % 169,454 57,503 17,187 14,017 161,340 19,614 1,328 41,964 125,455 Capital expenditures 19 % 24 % 23,394 18,899 21,119 13,224 19,724 15,849 45,519 33,219 14,522 Net cash position (29) % 2 % 290,943 283,990 291,698 341,862 411,257 269,857 298,183 380,663 448,200 Headcount (2) % 0.1 % 3,507 3,504 3,498 3,559 3,563 3,487 3,514 3,636 3,716 Days Sales Outstanding (days - end of month) (2) 4 days (3) days 62 65 64 66 58 61 69 74 71 (1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. (2) From September 2023, we have included Iponweb in our calculation of Days Sales Outstanding. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period. 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 FOURTH QUARTER 2024 RESULTS

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