Good morning and welcome to Criteo's Third Quarter 2020 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Edouard Lassalle, SVP, Market Relations and Capital Markets. Please go ahead.

Thank you. Good morning, everyone, and welcome to Criteo's third quarter 2020 earnings call. We hope you're all keeping healthy and safe. With us today are CEO, Megan Clarken; Chief Product Officer, Todd Parsons; and CFO Sarah Glickman. Please note that we may extend our call by a little bit today to look at questions as Megan and Todd will provide an update on our strategy and road map. I will point you to a slide presentation that is available on our website. Also please note that we're all joining from different locations due to ongoing restrictions and may face unwanted technical challenges. During this call, management will make forward-looking statements. These statements reflect Criteo's judgment and analysis only as of today and actual results may differ materially from current expectations based on a number of factors affecting Criteo's business. At this time, the global COVID-19 pandemic is still having a meaningful impact on the global economy on the business of our clients including their supply chain as well as in Criteo's business and may further impact Criteo's financial condition results of operations and cash flow in the future. There are significant uncertainties about the global economy and the duration and extent of the pandemic. The dynamic nature of the circumstances means that what is said on this call today could still materially change at any time. For more information, please refer to the risk factors discussed in our earnings release as well as our most recent Form 10-K and Form 10-Q filed with the SEC. We do not undertake any obligation to do any forward-looking statements discussed today except as required by law. In addition, we'll also discuss non-GAAP measures of our performance. Definitions and the reconciliation to the most directly comparable GAAP metrics are included in the earnings release published on our website earlier today. Finally, unless otherwise stated, growth comparisons made during this call are all against the same period in the prior year. With that, it's my pleasure to now hand it over to Megan.

Thank you, Edouard, and good morning, everyone, and thank you for joining us today. I hope everyone is staying safe and well. With me today is our new CFO, Sarah Glickman; and new Chief Product Officer, Todd Parsons. I'm delighted to welcome Todd and Sarah to Criteo, two seasoned industry leaders, who bring exactly the right skill sets that Criteo needs today. The fact that they've joined our team over the past few months is a testament to the enormous potential of Criteo's business. They've joined us at an important time for our company. Since starting at Criteo a year ago, I've led the company's transformation and as part of this I've run a comprehensive evaluation of our business and our markets to identify a turnaround path for sustainable growth. On today's call, in addition to discussing our better-than-expected Q3 earnings, we'll provide you with an overview of that evaluation and initial insight into our disciplined strategy to move our business forward. We have unparalleled assets, including commerce data our fast-growing retail media business, our industry leading technology, our 15 years of media-buying expertise and a huge network that this has created for us, our great people and our strong financial position. We're turning our assets what we call our commerce media platform, a world-leading media activation platform for global brands agencies and retailers to optimize their sales and digital advertising returns. We'll capitalize on the white space opportunities opened up by the dynamic changes in e-commerce and digital marketing to best position Criteo for significant long-term success. And I'll explain this further shortly. Together with Todd and Sarah, we'll discuss four key topics on our call today. First, the refinement of our strategy and the opportunity that we're focused on. Second, how we execute on our roadmap expand our…

Thank you, Megan, and good morning everyone from San Francisco. I'm delighted to be here for my first call with you today and to walk you through some of the very exciting plans we're working on from a product perspective. First, let me go back to some of the unique Criteo assets that Megan mentioned. There are a key reason that I decided to join the company and what makes me both confident and excited about our future. I firmly believe that in an advertising world where consumer privacy and data security are front and center, winners will be minted by their access and rights to first-party data and we anticipate this to be truer in the post-cookie world. Very importantly, I don't believe we talk enough about the depth and breadth of the first-party data co controlled by Criteo. What makes Criteo's data incredibly unique is that it is both commerce focused and available real-time. Our network collects more stream commerce data than any other independent ad tech company. Every day our platform ingests over $2 billion of transaction data across the catalog of four billion SKUs, 3,500 product categories in 13 languages. This paired with the 500 million daily active users we see today, half of which are identifiable through hashed e-mail or other off-line identity we create commerce-focused audiences to drive performance for our advertising clients. With our collection of first-party data, we are very well-positioned to innovate post-cookie advertising solutions that perform. And through this performance to further expand our market and grow revenue. We don't speak enough also about our technology, the machine learning we do over our data network that make predictive bidding, product recommendations and dynamic creative come together to ensure the greatest impact of each ad delivered. Our technology enables us to…

Thanks Todd and good morning everyone. Now, you can see why I am so thrilled to be part of the Criteo team. I'll discuss our Q3 results, our continued focus on operational excellence, our cash position, and outlook for Q4. Starting with the headline numbers, revenue for the quarter was $470 million and revenue ex-TAC was $186 million. Adjusted EBITDA was over $49 million resulting in an adjusted diluted EPS of $0.40. These all reflect year-over-year declines largely due to the anticipated negative COVID impact, but they are all better than we expected at the beginning of Q3. We generated $38 million of free cash flow in Q3 which brings our year-to-date free cash flow to just under $100 million. Revenue ex-TAC quarter declined 16% at constant currency. We estimate the negative COVID-related impact was $33 million or about 15 negative points year-over-year impact with 60% of this impact from travel, 30% from classifieds, and 10% from retail. This is a favorable spend since July and against Q2. We estimate we let approximately $10 million due to privacy in the quarter including explicit consent in Europe. Year-to-date COVID negatively impacted revenue ex-TAC by $80 million or 12 points. Excluding the expected impact of the pandemic, revenue ex-TAC declined about 2% and revenue increased 4%. This is encouraging as the fundamentals of our business remain well grounded. We had solid performance around Labor Day in the U.S. We added 206 net new clients in the quarter and ended Q3 with 20,600 clients, a 3% growth year-over-year. Our client retention remained strong at 88% significantly from Q2 as clients restarted campaigns. During the quarter, we signed our first multiyear MSA contracts with some large clients which we anticipate expand into other customers. Our retargeting business declined 24% at constant currency in Q3…

Thank you, Sarah. Yes. In closing, I'll say a few words about how I feel about the future of Criteo. I’ve joined Criteo approximately a year ago, a little under, and I'm proud of some of the key milestones we've achieved together as a team. We've taken a claims-first focus across the company. We have refined our company vision and strategic road map to return to sustainable growth. We've strengthened the product road map to revive growth and address identity challenges. We've expanded our exposure to e-commerce through retail media and position it to be central piece of our future strategy. We've reshaped our C-level leadership team and created a transformation office. And we've kept our people safe through a solid work-from-home model while overachieving expectations despite COVID-19, including on top line profitability and cash flow in Q3. And we're developing a culture of innovation performance and accountability. Overall, our business performance shows resilience in 2020 to date, despite industry headwinds and the impact of COVID-19. This is a testament to the talent, strengths and dedication of our great people. This is also a testament to our relentless focus on execution, while staying nimble as the landscape unfolds and new trends emerge. While we're pleased with our positive accomplishments, we're focused on the future to fully realize the strength of the business and the promising vision for Criteo. We're planning against our commerce media platform strategy, both organically and via partnerships. We're defining our product road map fully embracing identity. We're executing with discipline and focus. We're implementing an organization and cost structure that supports our strategic plan. And we're investing in significant opportunities for growth to address a TAM of more than $60 billion. Within this context we have a compelling future ahead to create sustainable revenue for our shareholders -- sorry, to sustain the core value for our shareholders. Todd, Sarah and I will be speaking at multiple investor and industry analyst events over the next few weeks. With that, I'd like to open the floor up to your questions.

[Operator Instructions] The first question is from Lloyd Walmsley with Deutsche Bank. Please go ahead.

Thanks for taking the question. I have a couple if I can. First, can you just give us a sense for how growth has trended through the quarter and maybe into October? It seems like your guidance implies not a lot of improvement into 4Q. Wondering how much of that might be conservative. And specifically you guys had called out a more extended holiday season. I would think that would be good for advertising, but curious just to understand that a little bit better. And then I guess more broadly with the pandemic driven boost to e-commerce. Do you -- shouldn't we expect to see a healthy increase in online advertising to compete with this increase in demand? What would be at least putting aside travel and classified like shouldn't we expect a really strong holiday on the core retail side of the business? Anything you could share there would be great.

Yeah. Hi, Lloyd, it's Sarah Glickman. Can you hear me?

I can, yeah. Loud and clear.

Perfect. Sorry, it wasn't so clear on the speaking. Yeah. So Q4, we are relatively positive but clearly we are dealing with a pandemic that is in waves. So we are a little cautious. However, we are seeing good traction on retail spend really globally with an pickup in Asia Pac. But as you know Europe is going back into lockdown. And we are cautious I would say on the macro headwinds in the U.S. That being said, we've got some real winners on the -- especially on the retail side. And especially I would say the traditional retailers that have now successively moved to e-commerce, so terrific traction there but we do have a large brick-and-mortar business as well. And depending, on which business, and which country that's I would say ebbing and flowing. So -- but we do have some caution, so we feel pretty good about the trends we're seeing and about the customer demand pick up as well. The other comment I'd make is that the holiday peak is obviously different this year. People are not running out to the shops on Black Friday. So we have forecast that peak will be more muted, will be extended and likely will be slightly lighter than last year. So those would be the two key comments I would make. And I don't know if I addressed your second question so.

Yeah. I think that's helpful color I guess around your people, the peak is going to be more muted. I guess, sort of, unrelated would just be on the call you all talked about making your technology available to other players in this space. Curious if you figured out an economic model around this idea and just help us understand the revenue opportunity there?

Yeah. I mean, I can quickly address that. I mean we're obviously looking more to longer-term contracting with our customers. And we have a couple of nice MSAs that we've just signed and retail media is also a longer term business. So we're also seeing some really good moves there I would say. So those would be the key comments I would make.

Okay. Thanks.

You're welcome. Thank you.

The next question is from Richard Kramer with Arete Research. Please go ahead.

Thanks very much. Our team here is I guess has several questions. The first one I guess is, we're really struggling to reconcile some of the claims Megan that you made, very strong claims about your ID graph and first-party data the 0.5 billion DAUs and with the need for partnerships with LiveRamp and the trade desk. And I guess our questions would be, are you going to be getting paid by them to access this terrific ID graph that you have, or was there more a push from your advertising clients to get together with rivals? And then maybe a separate question for Todd in a different direction. With the growing number of publisher integrations, are you are you further cutting SSP and exchange fees and becoming your own SSP? And how much more room is there for you to become a more efficient player and get an edge for those publisher integrations in a post-cookie post-IDFA world? Maybe those are two to start with. Thanks.

Thank you. Let me just kick it off and then I will pass it across to Todd to give a little more depth in detail. The notion of LiveRamp has always been a partner of ours. I mean, we use their ID matches as part of our shopper graph. And part of our data set. So nothing changes there. And the same is with the trade desk. I mean we're sort of helping each other or clients to each other or open source to each other to ultimately get to identity. And so there's no model change there whatsoever. It's how we're now starting to work more closely with them. I think that has changed over the last few months. And the announcement of our collaboration with the trade risk is a perfect example of one and maybe one of more to come. So I'll throw a little bit more color on that one I'll pass it through to Todd.

Yes. Thanks Megan. I think the key message here is that we're not in the identity business and we're not in the data business. And we've always been in the performance advertising business and the outcomes business and we're very much going to stick to our knitting there. The idea of making our audiences that have the benefit of the ID graph and the overlays of commerce data and our machine learning that makes sense at the intersection of those things is something that we want to provide to our partners, more so, than we have as an output or a result. So that's important clarity. The idea of opening our APIs is much more about getting to the right audience and delivering a better experience not to open up data stores or components of the identity graph. That's the current thinking.

And I guess maybe one just quick follow-up with that. I mean on the first-party cookie list solution, can you help us understand a little bit more how it works with targeting segments especially within new solutions? And what it means for sort of one-to-one targeting on the retargeting side because there's clearly going to be a lot of pressure in how that evolves?

Yes. I mean I think -- as I said in the prepared remarks, there are really three different pieces of that. And they're all connected to the incredible amount of source data that we have and stitching that together at source to effective syndication footprint which can come from universal IDs like the Trade Desk Uid2, why we're participating in that can come from a LiveRamp IdentityLink why we're such great partners with IdentityLink. So there were three things, I mentioned, I'd just quickly go back through them again. One is, we want to do a lot more stitching at the source to kind of up our game as an SSP. I think you asked the question and I didn't address it about our SSP capabilities. We already are more of a pure site side SSP in retail media. And there are a lot of things to learn from that model about how we actually coalesce data aggregate data and deliver more effective advertising that we can take to the open Internet indeed to our SSP partners. So the mechanically the way that those things deliver, I would love to get into in a session -- a separate session. But there are three paths. One is, again doing what we can to stitch data -- first-party data together in a purely addressable network that goes beyond site side. The second one is to use, the identity graph that we do have as a truth set for validating the veracity of cohort-based or interest-based advertising and contextual advertising. You can imagine in the case of contextual advertising because it's more real as we all sit here today. It's more available that the combination of semantic signals from URLs and commerce signals that is products which are purchased SKUs that are purchased that can be associated with a page and transactions downstream that can be associated with the page and user-based traffic where we have it, no matter how small is a very powerful combination. So in terms of building a targeting set, so that's not an identity first targeting set. It's a contextual targeting set. And it's something that I would very much like to brief this group on as we get into details. We're in development. And I would leave you with one thing. This company has a very rich history of using machine learning and applied analytics to do better remarketing including retargeting. Those skills those skill sets those capabilities are things that work 100% for the audience solutions that we're talking about here at a fairly admittedly high level. So I think the fast follow we would like is a briefing sometime in the next couple of months here. And I think Megan can speak more about our plans okay?

Okay. Thanks very much.

You are welcome. Thank you.

The next question is from Den Salmon with BMO Capital Markets. Please go ahead.

Hey good morning everyone. First for Megan and welcome to Todd. Just some follow-ups on the identity questions, I guess we also saw Trade Desk tie up more tightly with LiveRamp yesterday. I guess the big question here is, is this type of federated approach necessary in a post cookie, post mobile ID world where the walled gardens have some obvious advantages? And how could you see that playing out even further? We've been fairly impressive on the level of partnerships you've already talked about today, but maybe help tease out where that goes further? And then second, welcome to Sarah. You mentioned that the fourth quarter guidance embeds the impact of the browser changes going on across iOS right now. Your predecessor was nice enough to quantify those sort of things for us at times, if you're willing to do that. And then just any big picture comments in particular on what you hope to bring to the position, maybe in particular, your views on uses of free cash flow?

Yes. I'll start on the identity question. It's a good one. It's a remarkable, I guess, chain of events that are starting to happen on the back of the Chrome announcement and clearly, IDSA and the need for the industry to find another way to get identity, which protects the privacy of the consumer, enables them to have choice and is able to be used across the entire Internet as a replacement for antiquated solution, which is third-party cookies. And so we came forward, I think, last earnings call, with an internal piece of work that we were doing, which wasn't dissimilar to the trade desks work that they were doing. And Jeff and I sat around and said, look, why aren't we doing it together as an open source with the reach that we have, with the ability to -- for us to influence the open Internet was just a no-brainer. And so it's led to where we are today. I mean, the amount of publishers that we have, the amount of consumers that we touch. And then they have a footprint as well is that why not? If this is all about trying to make sure that we get out as far and wide as we can to get global adoption, then we have to join forces. It can't just be one that's pushing to get this done. Now we were happy to go after it ourselves, but the more the merrier. And with the lean in from the W3C and the IAB and everybody else that wants to come to the table and play a role in this. I think it's a really exciting shift for the industry to move in this direction. But I'm going to speak high level. I'm going to pass it across to Todd. Any further comments on this one.

Yes. Thanks, Megan. Great to reconnect, Dan. I mean, the only thing I would add to that is first to reinforce Megan's point that it absolutely is a partnership world in terms of what we need to do to ensure a thriving open Internet outside of the walled gardens. But there are distinctions and partners that I think are going to be important to talk about. So I found it interesting that in some ways, our identity graph gets compared to what a LiveRamp might have. But we look at it quite differently. And we look at our commerce assets and first-party data much more so and identity as a way to translate those into a stronger buyer match as we're calling out and to distribute that match across the network, using the rails of identity, something that Scott, how might say, or Jeff Green might reinforce with the open Source UID, too. So those are important partnerships and initiatives for us to get better syndication for a buyer match. And that's where identity is important to partner around, but I think each party brings something very unique to the table and just that mention of 3 companies. And ours, of course, is very grounded in direct commerce data. And we're going to be developing our products with that in mind every day.

Den, this is Sarah, just to react to your other question. In terms of Q4, we're assuming around $17 million on privacy headwind. We had about $10 million in Q3. And I would say COVID impact, we're assuming around $34 million in our current models. And then in terms of cash and what we're doing with the cash, obviously, we're going to reinvest some of that. We have a pretty compelling road map here. We're excited that our cash flow looks good and it's obviously a big focus to make sure that continues to look good. We're going to be repaying the revolver back. I mean, that was more a cautionary measure in any event. And we're going to repay that back. But we are very conscious on the expectations on capital allocation, and we're going to be very smart about that. And as and when we see the right things to do, we will, of course, let you guys know.

Got it. Thank you everyone.

The next question is from Matthew Thornton with Truist Securities. Please go ahead. Q – Matthew Thornton: Hey, good morning, everybody. Thanks for taking the question. Maybe one around the transition to kind of self-serve to some degree. I don't know if this one's for Megan. First, maybe on the DSP side, can you give us just kind of an update on either the number of clients using it on a self-serve basis or as a percentage of revenue is currently coming from self-serve or whether it's maybe still should we talking about beta clients or whatever the right metric is there. Similarly, on the retail media side, just any color what that is in terms of a percentage of the non-retargeting businesses? And again what percentage of retail media right now is being used on a self-serve versus full-serve basis? And then just third and also related, when we think about the cost base long-term, as this kind of continues to transition. How can we think about your cost base as the product model kind of evolves here? Just any high-level thinking there would be helpful. Thanks, everyone.

Hi. It's, Sarah. I think I can answer some of those. Not sure, I have all the detail on self-service versus managed service. Retail media we feel very good about. Obviously, it jumped to 60%. And we're feeling good about the continued traction there. Clearly, it is a more integrated model with our retailers. So those are more of a self-service component to that. However, I would say we stay very closely connected with those customers. So there's kind of a difference between self-service and managed service. And obviously we kind of move between those two depending on the customer and then depending on our solution. So that would be my – I guess my key answer on that one. Clearly, self-service is one of the areas we continue to invest in and we work with our partners and our customers to ensure that we're doing that in a way that works for them. But we also are very much appreciated for the managed service that we give and now our customers see value with that. So I don't have particular stats on that but I would say both are working well and we see continued investment and usage in self-service and obviously is a continued focus for the road map as well. Was there any other question there? Sorry, I don't know if I unpacked everything you asked?

The next question is from Sarah Simon with Berenberg. Please go ahead.

Yes. Hi, I've got a couple of questions. First one would be whether you are seeing any sign of the Walled Gardens being more accommodating in the context of the antitrust investigations that are being opened up. The second one, in terms of classifieds, are you seeing any distinction between the kind of classified sites? I think the big weak spot for you is in the jobs area, if you could correct me if I'm wrong, because obviously we're seeing strong numbers coming out of classified sites in kind of other areas. Third one would just be, can you comment on the revenue ex TAC margin. It's obviously coming down sequentially. Is that just a function of mix in terms of retail media becoming a bigger and bigger part of the total revenue? Thanks.

Okay. I can…

Let me jump in on to the first one Sarah and Sarah. I'll talk about the Walled Gardens for a second and then I'll pass it across to you Sarah. If that's okay for the classifieds commentary and the margins. On the Walled Gardens, Sarah, there's not been a dramatic change there. I mean, Google are continuing to sort of work towards their time frame for the Chrome upgrade to just stop the use of third party cookies. And I haven't seen any push. Now I think I said last time around, let me crusted about this is that, we're moving away from this, regardless like we're not sort of hanging anything on maybe they'll change their mind. It's not the route that we're going. We think that it's time to take another direction anyway. And so our products, our road map, our partnerships are all related to not being dependent on third-party cookies. But to your question, we haven't seen a shift or a change in mindset from Google. We do know that there's a lot of -- there's a lot of pressure on them to make sure that they're not anti-competitive. And so we have some insight into that, but it's not changed the way that we cooperate and work with Google, which is a strong relationship as you saw from the SPARROW work that we did with them. Sarah, do you want to grab the classified some margin piece?

Yeah. Yeah, absolutely. On the classifieds, we're actually seeing some really good, I would say good news here and definitely traction on both the job market and real estate. And Asia even in the last couple of weeks is turning around on that. So we're pretty encouraged by classifieds, but obviously massive, massive change versus last year especially in the travel space. So definitely upticking and we have factored that into our guidance and the trends are looking pretty good there. In terms of the margin, I would say we had this quarter, we obviously going to see some expect more expensive inventory than the kind of Q2 low watermark. We're spending a lot of time focused on our cost base. So margins are I would say we're not seeing any major concerns. We, obviously, are very focused on that. But we will -- we don't give out necessarily kind of -- we don't look at our business from a specific area. So overall margins are good. Overall the cost base is looking healthy. Run rate for our headcount is going in the right direction. Obviously discretionary spend low. And then our cost of acquiring inventory really depends on the market and we're seeing -- we buy smartly so we feel good about that. And I would say margins are where we expect them to be and we're not necessarily looking at any big changes there from a modeling perspective.

Okay. Thank you, Sarah. Thanks Megan and Todd, and thanks everyone for joining. This now concludes our call for today. Your IR team is available for any additional request. Have a good rest, update and please stay safe. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.