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CRITEO REPORTS RECORD FOURTH QUARTER 2024 RESULTS

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1 year ago

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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, Feb. 5, 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 currencyAdjusted 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 8184International:         +1 646 357 8785France                  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

 

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

YoY
Change

YoY
Change
at
Constant
Currency (2)

2024

2023

YoY
Change

YoY
Change
at
Constant
Currency (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

YoY
Change

2024

2023

YoY
Change

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

YoY
Change

2024

2023

YoY
Change

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.

 

View original content:https://www.prnewswire.com/news-releases/criteo-reports-record-fourth-quarter-2024-results-302368227.html

SOURCE Criteo Corp

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Technology

SPTel Receives Frost & Sullivan’s 2026 Singapore Company of the Year Recognition for Leadership in Quantum-Safe Network Services

Published

56 minutes ago

on

July 21, 2026

By

Recognized for pioneering commercial quantum-safe communications through innovation, national-scale infrastructure, and customer-centric cybersecurity solutions.

SAN ANTONIO, July 21, 2026 /PRNewswire/ — Frost & Sullivan is pleased to announce that SPTel has received the 2026 Singapore Company of the Year Recognition in the quantum-safe network service provider industry for its outstanding achievements in innovation, strategic execution, and customer impact. The recognition highlights SPTel’s leadership in advancing quantum-safe communications, strengthening Singapore’s digital resilience, and delivering customer-centric cybersecurity solutions for regulated and mission-critical industries.

Frost & Sullivan evaluates companies through a rigorous benchmarking process across two core dimensions: strategy effectiveness and strategy execution. SPTel excelled in both, demonstrating its ability to align strategic initiatives with evolving cybersecurity requirements while delivering scalable, commercial-grade quantum-safe network services. “SPTel has demonstrated strong progress over the past year in translating quantum-safe innovation into tangible commercial success. Through the successful rollout of production-grade deployments with government agencies and regulated enterprises in Singapore, the company is not only validating the real-world viability of quantum-safe networks but also establishing itself as a trusted partner for mission-critical cybersecurity. The ability to move from concept to commercial adoption clearly differentiates SPTel in Singapore’s evolving quantum-secure communications landscape,” said Kenny Yeo, Director – ICT at Frost & Sullivan.

Guided by a long-term growth strategy focused on post-quantum cybersecurity, national digital resilience, and ecosystem collaboration, SPTel has demonstrated its ability to lead in a rapidly evolving security landscape. As an Infocomm Media Development Authority (IMDA)-appointed operator of the National Quantum-Safe Network Plus (NQSN+), the company is establishing Singapore’s quantum-secure communications backbone while enabling organizations to prepare for future cryptographic threats.

Innovation remains central to SPTel’s approach. Its portfolio of quantum-safe network services integrates quantum key distribution (QKD), post-quantum cryptography (PQC), managed connectivity, encryption, key management, and continuous monitoring into a unified service framework. This enables organizations to adopt quantum-safe communications with greater operational simplicity, scalability, and security assurance.

“We are deeply honoured by this recognition. It reinforces SPTel’s leadership and contributions to shaping the future of secure digital infrastructure. As the threat of quantum computers is fast becoming a reality, the time to act is now. Our mission is to help enterprises turn quantum-safe strategies from theoretical concepts into practical, operational capabilities. Through our accomplishments in real-world deployments with leading institutions of Singapore, we are proving that a quantum-resilient future is not only achievable—it is already within reach,” said Ernest Lee CEO at SPTel.

SPTel’s unwavering commitment to customer experience strengthens its market leadership. Through fully managed services, proactive monitoring, local engineering expertise, and a single point of accountability across the service lifecycle, the company helps customers reduce complexity while improving security readiness. Its success in supporting critical infrastructure operators, financial institutions, and government agencies demonstrates its ability to deliver long-term value in highly regulated environments.

Frost & Sullivan commends SPTel for setting a high standard in competitive strategy, execution, and market responsiveness. The company’s vision, innovation pipeline, and customer-first culture are shaping the future of quantum-safe communications while enabling organizations to confidently navigate the transition to a post-quantum world.

Each year, Frost & Sullivan presents the Company of the Year Recognition to a company that demonstrates outstanding strategy development and implementation, resulting in measurable improvements in market share, customer satisfaction, and competitive positioning. The recognition honors forward-thinking organizations that are reshaping their industries through innovation and growth excellence.

Frost & Sullivan Best Practices Recognition
Frost & Sullivan’s Best Practices Recognitions honor companies across regional and global markets that exhibit exceptional achievement and consistent excellence in areas such as leadership, technological innovation, customer experience, and strategic product development. Each recognition is the result of a rigorous analytical process in which Frost & Sullivan industry experts benchmark performance through comprehensive interviews, deep-dive analysis, and extensive secondary research. The goal is to identify true best-in-class organizations that are driving transformative growth and setting new industry standards.
Contact us: Start the discussion.

Contact:
Tarini Singh
E: Tarini.Singh@frost.com 

About SPTel
SPTel uses unique fibre pathways laid alongside the power network cables to deliver resilient, business class digital services. As a leading provider of next-generation telecommunications and digital solutions SPTel places a strong focus on security, innovation and reliability. This enables SPTel to deliver secure and scalable connectivity, edge cloud, IoT-as-a-Service, Quantum-Safe Networking and managed security solutions to businesses, government agencies, and service providers. SPTel is committed to driving digital transformation by providing cutting-edge technologies and exceptional customer experiences.

For more information, please visit www.sptel.com.

Contact:
Lim Yi Xuan
E: yixuan.lim@sptel.com 

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B&R Technology Merger Corp. Announces Pricing of $325 Million Initial Public Offering

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July 21, 2026

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NEW YORK, July 21, 2026 /PRNewswire/ — B&R Technology Merger Corp. (the “Company”) announced the pricing of its initial public offering of 32,500,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “BRTMU” commencing on July 21, 2026. Each unit consists of one Class A ordinary share of the Company and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities constituting the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols ” BRTM” and ” BRTMW,” respectively.

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.

Citigroup Global Markets Inc. (“Citigroup”) is acting as sole bookrunner and representative of the underwriters. The Company has granted the underwriters a 45-day option to purchase up to 4,875,000 additional units at the initial public offering price to cover over-allotments, if any.

This offering will only be made by means of a prospectus. Copies of the preliminary prospectus relating to the offering and final prospectus, when available, may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (800) 831-9146.

A registration statement relating to these securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

CONTACT: David York, Clark Callander, Steve Fletcher, B&R Technology Merger Corp., info@bandrtechnology.com

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SOURCE B&R Technology Merger Corp.

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InfoComm Asia 2026 Connects 3,800 Commercial Organisations Across Record 77 Countries, Cementing Its Role as Asia’s High-Value Professional AV Platform

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July 21, 2026

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BANGKOK, July 21, 2026 /PRNewswire/ — InfoComm Asia 2026 successfully concluded after three days of business networking, technology innovation and knowledge exchange, bringing together the region’s most influential Pro AV minds, technology innovators and highest-value buyers, reinforcing its position as Asia’s industry-defining tradeshow and Super Connector event for the Professional Audiovisual (Pro AV) and Integrated Experience community.

Held at Bangkok’s Queen Sirikit National Convention Center (QSNCC) from 15-17 July, the sixth edition welcomed 6,638 professional attendees from 77 countries and regions, including 44.2% overseas visitors. More than half of titled visitors held manager-level authority or above, with, one in three at director level or above, reflecting at commercially relevant, as final decision-capable or key influencing audience responsible for technology investments across enterprise, education, government, healthcare, hospitality, retail, broadcast and live events. Across the three-day show, InfoComm Asia 2026 connected exhibitors with representatives from approximately 3,800 distinct commercial organisations spanning enterprise, government, education, healthcare and integrator channels — reinforcing the show’s position as Asia’s widest-reach platform for Professional AV business development. Among enterprise end users, more than one in eight held C-suite positions, with over a third at senior management level or above. Further reinforcing the show’s business value, InfoComm Asia’s specially curated Invited Guest Program brought together 60+ senior technology buyers from 12 countries, collectively representing nearly US$73 million in approved procurement budgets for projects scheduled over the next 12 to 18 months.  

The show’s opening session welcomed representatives from Thailand National Innovation Agency (NIA), the Thailand Association for Educational Communications and Technology, and the Thailand Convention and Exhibition Bureau (TCEB), whose support underscored the show’s standing across Thailand’s innovation, education and MICE communities. They were joined by technology leaders and visionaries from across the region, including AVI-SPL, Shen Milsom & Wilke, LANG AG, ESCO Group, Singapore AI Association, Association for Audiovisual & Educational Technology Management Australia, Ho Chi Minh City Digital Transformation Center, Hochiminh Computer Association and more – all attending to evaluate emerging technologies, meet solution providers and explore new business opportunities.

Artificial Intelligence emerged as the defining theme of this year’s exhibition, with exhibitors demonstrating how AI-enabled technologies are transforming workplaces, communications and digital experiences. From intelligent collaboration platforms and next-generation conferencing solutions to advanced LED displays, workplace automation and immersive environments, visitors experienced first-hand how innovation is redefining the future of Professional AV across every industry.

Asia’s Launch Platform for Professional AV Innovation

InfoComm Asia 2026 featured more than 20 global and Asia-Pacific product launches, reinforcing its position as one of the region’s leading launch platforms for emerging Professional AV technologies.

Leading manufacturers including aegis Multimedia, Aimicot, Audio-Technica, Bose Professional, WyreStorm Technologies, Colorlight, IQBoard, Lumens, Newline, Rocware, Yamaha, Yealink and many others introduced AI-enabled solutions spanning enterprise collaboration, education, digital signage, broadcast, control rooms, unified communications and intelligent workplace environments.

The breadth of innovation on display reflected the rapid evolution of Professional AV, with intelligent automation, machine learning and connected technologies increasingly embedded across solutions designed to enhance productivity, communication, operational efficiency and customer engagement.

A Hub for High-Value Business

The show’s curated Invited Guest Program once again connected exhibitors directly with senior buyers actively planning technology investments.

60+ pre-qualified buyers from 12 countries with approved project budgets scheduled for implementation over the next 12 to 18 months across enterprise, education, government, healthcare, hospitality, broadcast and live entertainment.

Throughout the three-day exhibition, participants completed 700 scheduled business matching meetings, creating valuable commercial opportunities for exhibitors while enabling buyers to efficiently evaluate the latest Professional AV and integrated experience solutions.

“DMT Smarthome in Vietnam provides AV solutions and smart home solutions. Nowadays people care about smart convenience, so they choose automation. I’m looking for new technologies at InfoComm Asia 2026 such as loudspeakers and audio with new technologies and high performance. I spoke with many companies like AUDAC, Powersoft, and Bose that have many new technologies and releases I am excited about. I think InfoComm Asia is amazing and I have learned a lot. I cannot forget this experience.”

– Trung Le, Technical Sales Engineer, DMT Smart Home (invited Guest, Vietnam)

“As part of my role, I look at new technologies and solve our business problems with these new technologies. We’re a broad operation running not just mines but also a township and look at meeting rooms across the organization as well as townhalls wider scale events. As my third visit to InfoComm Asia, it is more about keeping up with the technologies and trends including LED wall spaces, audio transmission, AV over IP, and command and control centers. There’re always interesting things to see and new people to meet – many whom have become my vendors.  

– David Rowcliff, OK Tedi Mining Limited (Invited Guest, Australia)

“I represent Drukcom Private Ltd – an AV systems integrator in Bhutan.  I provide AV integration for smart cities and smart classrooms. Technology is growing in Bhutan and I see many things we still need to adopt after visiting InfoComm Asia such as solutions for smart cameras, smart audio systems which are new to us. We have met up with a number of companies whom we would like to follow up with for our upcoming projects. InfoComm Asia would be a very good learning experience for the people in my country.“

– Sonam Kesang, Drukcom Private Ltd. (Invited Guest, Bhutan)

Learning from Global Industry Leaders

Complementing the exhibition, the InfoComm Asia Summit once again delivered one of Asia’s most comprehensive Professional AV education programmes. Featuring 37 conference sessions presented by 60 international speakers, the Summit attracted 1664 total attendance, representing 25% of total show audience. Sessions saw strong engagement, particularly in tracks exploring artificial intelligence, workplace transformation, education technology, immersive experiences, broadcast innovation and integrated experience design.

Together, the Summit equipped executives, consultants, IT professionals and technology leaders with practical insights and real-world strategies for deploying AI-enabled and integrated technologies across their organisations.

Smart Workplace Experience Demonstrates the Office of Tomorrow

Making its debut this year, the Smart Workplace Experience became one of the exhibition’s standout features. Developed in partnership with UDD Technologies, the immersive showcase recreated a fully connected intelligent workplace where visitors experienced AI-enabled meeting rooms, workplace automation, unified communications, digital signage, smart controls and collaboration technologies operating seamlessly within realistic business environments.

Designed specifically for CIOs, IT managers, workplace strategists, facilities professionals and enterprise leaders, the experience demonstrated how integrated technologies can improve collaboration, optimise building operations and deliver more engaging, efficient workplaces.

Strengthening Asia’s Professional AV Community

Beyond showcasing technology innovation, InfoComm Asia continued to strengthen its role as the region’s meeting place for the global Professional AV community.

As AVIXA’s flagship gathering in Asia Pacific, the exhibition featured AVIXA Xchange LIVE, hosting fireside chats, panel discussions, community meetups and networking sessions throughout the event. Together with InfoComm Asia 101, Discovery Tours, technology-focused show floor tours and exhibitor demonstrations, these initiatives enabled professionals to exchange ideas, discover emerging trends and build meaningful business relationships.

InfoComm Asia 2026 also formalised three new Strategic Industry Partnerships during the show — with Ho Chi Minh Computer Association and AV Connect Vietnam, and with AETM, the Association for Audiovisual & Educational Technology Management Australia — extending the show’s collaborative framework across two of the region’s most active and fast-growing Pro AV markets.

The event reflected the continued growth of the Professional AV industry through the strong support of government agencies, technology organisations and industry associations, including Thailand’s National Innovation Agency (NIA), Digital Economy Promotion Agency (DEPA), Thailand Convention & Exhibition Bureau (TCEB), Thailand Professional Lighting Audio Visual Systems Association (TLAV), Thai IoT Association, Thailand Association for Educational Communications and Technology (THAI AECT), together with numerous regional partner organisations like Ho Chi Minh City Digital Transformation Center, Hochiminh Advertising Association, National Association Of Private Educational Institutions Malaysia  continue to expand InfoComm Asia’s reach across Asia Pacific.

Industry Response

“At Bose we deliver professional audio experiences for professional applications such as for our core vertical markets including hospitality, retail, sport venues, education and more. We are showcasing two of our new products at InfoComm Asia this year including our show time loudspeakers which are developed for entertainment applications so think about karaoke, live entertainment, and venues. Being here at InfoComm Asia is one of the many things we do to stay close to our customers. It is a great place to meet with our customers, engage with them and show them new products. InfoComm Asia is valuable in the sense that it is a central location meet your existing customer as well as discover new people and have them discover our products who may not be familiar with our products.”

– Hans Vereecken, Bose VP International Sales (Netherlands)

“We are a local Thai LED display company and a distributor. This year has been successful!  Yesterday alone we had over 100 visits to our booth and I think we will break that record this year. These are good quality meetings from the invited guest program and from many visitors.  Many of these people have decision making power and are looking for distributors and new products and new technologies so I think we are very fortunate to be in this event.”

– Jirawut Hengtragul, CFA, General Manager DEFG Co., Ltd. (Thailand)

“Uniview is a global AI IoT Solution Provider with over a decade of display expertise. The ultimate value we get at InfoComm Asia is the trust and connections it creates, proving our long-term commitment to the Pro AV community. On the first day of the show alone, more than 200 systems integrators visited our booth, all genuinely engaged and interested in our products.”

– Yang Li, Sales Director, Display & Control & Conference BU, Uniview (China)

“We are manufacturers of large scale and a large landscape of Professional AV products from India including solutions for audio, installations, network switches, and true sound. This is our first time exhibiting at InfoComm Asia and we are quite satisfied with the people and the target visitors. I love the visitors we are meeting from 70+ countries with more than 1,000 people come to our booth. It is awesome for us! I can imagine an even bigger show in Malaysia and we have already rebooked. See you there in Malaysia!”

– Hemal Bhatt, Hemona (N-Labs), (India)

Building on Asia’s Momentum

As organisations across Asia accelerate digital transformation, Professional AV has become essential infrastructure powering intelligent workplaces, hybrid collaboration, immersive learning, connected healthcare, smart retail, live events and digital public spaces. By bringing together the complete Pro AV ecosystem—including manufacturers, technology innovators, systems integrators, consultants, enterprise end users, government agencies and industry associations—InfoComm Asia has firmly established itself as Asia’s Super Connector for the Professional AV community, creating a platform where innovation, education, partnerships and business opportunities converge.

Building on this momentum, InfoComm Asia will enter its next chapter in Kuala Lumpur, Malaysia, from 28–30 July 2027 at the Malaysia International Trade and Exhibition Centre (MITEC). The move reflects Malaysia’s emergence as one of Southeast Asia’s fastest-growing digital economies and a strategic hub for artificial intelligence, digital infrastructure, smart technologies and data centre investment. Expanding into Malaysia enables InfoComm Asia to deepen its regional presence, broaden access to new markets and investment opportunities, and continue connecting Asia Pacific’s Pro AV community with the technologies and partnerships shaping the future of integrated experiences.

“We’re excited about the move to Malaysia, and we’ve already secured our space for the show. Being closer to Singapore gives us access to a different mix of partners and resellers, along with stronger visibility among end customers across the region. It’s an event we’re excited to being part of,” said Ekta Shetty, Senior Sales Director, Shure.

“Bangkok has been an extraordinary partner to this community, and bringing InfoComm Asia to Kuala Lumpur in 2027 is a declaration of our continued commitment to this region, extending our reach to even more of Asia Pacific’s Pro AV community. This industry is architecting the future of Asian enterprise, and we couldn’t be prouder to keep building it alongside this community.” said David Labuskes, CTS, CAE, RCDD, Chief Executive Officer, AVIXA.

About InfoComm Asia

InfoCommAsia Pte Ltd. extends its influence through three marquee shows: InfoComm Asia; InfoComm China, Beijing; and InfoComm India. Each show features an exhibition showcasing the world’s most cutting-edge and in-demand professional audiovisual and integrated experience technology solutions, alongside a summit presenting learning and networking opportunities. The shows bring together professional audiovisual industry players and top-level decision-makers from across the region to tap into the vast potential presented by Pro AV solutions.

About AVIXA

AVIXA® (the Audiovisual and Integrated Experience Association) is the international trade association representing the professional audiovisual and integrated experience industry. Founded in 1939 and now home to more than 3,000 enterprise members representing over 20,000 AV professionals across more than 80 countries, AVIXA is the industry’s leading resource for standards, certification, training, market intelligence and thought leadership. InfoComm Asia serves as AVIXA’s flagship gathering for its communities across the region.

For more information on exhibiting, sponsorship and collaboration, please visit infocomm-asia.com — infocomm-china.com — infocomm-india.com.

Media Contact

For media enquiries, please write to media@infocommasia.com or contact:

Angie Eng, Marketing Director
InfoCommAsia Pte Ltd
angieeng@infocommasia.com

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SOURCE InfoComm Asia

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