Good morning, and welcome to Criteo's Third Quarter 2024 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] After the prepared remarks, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Melanie Dambre, Vice President of Investor Relations. Please go ahead.

Good morning, everyone, and welcome to Criteo's third quarter 2024 earnings call. Joining us on the call today is Chief Executive Officer, Megan Clarken; and Chief Financial Officer, Sarah Glickman, are going to share some prepared remarks. Todd Parsons, our Chief Product Officer, will join us for the Q&A session. As usual, you will find our investor presentation on our IR website now as well as our prepared remarks and transcript after the call. Before we get started, I would like to remind you that our remarks will include forward-looking statements which reflect critical judgments, assumptions and analysis only as of today. Our actual results may differ materially from current expectations based on a number of factors affecting Criteo's business. Except as required by law, we do not undertake any obligation to update any forward-looking statements discussed today. For more information, please refer to the Risk Factors discussed in our earnings release as well as our most recent forms 10-K and 10-Q filed with the SEC. We will also discuss non-GAAP measures of our performance. Definitions and reconciliations to the most directly comparable GAAP metrics are included in our earnings release published today. Finally, unless otherwise stated, all growth comparisons made during this call are against the same period in the prior year. With that, let me now hand it over to Megan.

Thanks, Melanie, and good morning, everyone. Thank you all for joining us today. Two months ago, I announced my plan to retire from my role as CEO of Criteo. This was a tough decision for me, especially given the positive momentum of our journey and the enjoyment that I find in being part of this winning Criteo team serving our clients, shareholders and the industry. The new CEO will inherit a transformed, strong and vibrant company with the biggest and brightest future ahead. The board is conducting a thorough search which is progressing well and meanwhile I'm fired up and ready to bring you this quarter's update and results. Our ongoing momentum is a testament to our team's hard work, organizational alignment to the plan and the trust that our clients place in us. I couldn't be prouder of our senior leadership team who continues to be the driving force behind the successful execution of our strategy. Together, we've turned Criteo into a Commerce Media powerhouse with Retail Media at the core and cemented our position as a global leader in AdTech. Looking back on our company's transformation over the past five years, we've strategically repositioned ourselves for sustainable growth and margin expansion. We're set to achieve new heights as we're on track to deliver our third consecutive year of double-digit growth. Over the years and throughout our transformation, we've demonstrated strong resilience and maintained a high say/do ratio. We no longer plan our business around the demise of third-party cookies. We've brought our Commerce Media Platform vision to life and we're now positioned at the forefront of the changes in our industry capitalizing on the next wave of digital advertising. We are the leading independent AdTech company for Commerce Media and the platform of choice for the buying and…

Thank you, Megan, and good morning, everyone. We delivered strong Q3 results with operating leverage enabled by top-line growth and disciplined cost management again this quarter. Revenue was $459 million, and Contribution ex-TAC increased to $266 million, including year-over-year headwinds from foreign currencies of $1 million. At constant currency, Q3 Contribution ex-TAC grew by 9%, on top of 8% organic growth in Q3 2023. This was driven by strong performance in Retail Media, up 23%, and continued growth in Performance Media, up 5%. During the back-to-school season, we observed a year-over-year increase in advertising spend across all categories. Notably, there was significant growth in an unconventional back-to-school category: animals and pet supplies increased by over 200% year-over-year, followed by strong gains in apparel, and health and beauty. Overall, we continue to shift and rebalance our top line mix with our new solutions representing 53% of our business in Q3. Starting with Retail Media, revenue was $61 million, and Contribution ex-TAC grew 23% at constant currency to $60 million, on top of 29% in Q3 last year. Our Q3 growth was primarily driven by our client base in the U.S., Germany and the UK. Growth from existing clients remains strong with same retailer Contribution ex-TAC retention at 120%, and we benefited from the ramp-up of newly signed retailers. As previously communicated, our Q3 results also include the expected transition of our largest retailer client to their direct sales model. On the supply side, we have global scale, strong client retention, and we continue to expand our footprint. We are on track to start transitioning some Microsoft Advertising onsite retailers to our monetization technology stack in early 2025. On the demand side, we now partner with 3,100 global brands after onboarding about 200 new brands this quarter. In the third quarter, our…

Thank you. [Operator Instructions] And your first question comes from the line of Mark Zgutowicz with Benchmark Company. Please go ahead.

Thanks much. I have questions just around Microsoft progression. I know you're going to talk about that a bit more on your Retail Media Update. But just curious if there's any incremental OpEx that you're incurring there as you sort of get yourself set up to address that demand. And then a separate question on Retail Media. Nice Retail Media take rate, certainly above our expectations in 3Q. Just curious if you could maybe talk about variables here next 12 months, particularly as you anniversary your largest clients transition to in-house demand. I believe you'll anniversary that in 1Q. So, sort of what we can expect for take rate following that transition? Thanks much.

I'll take the Microsoft [indiscernible] Mark. Good to hear from you. We don't anticipate any significant operating expenses as we move clients across. I'm sure the team who are doing it would cringe if I say lift and shift, but really if you stand back and take a look at the fact that they are a client who's looking for or there are a set of clients who are looking for the types of services that we provide as a replacement to what they have been getting from Microsoft. It is about moving them onto the platform. And we have all of the platforms in place for the delivery or acceptance of the demand coming through from the Microsoft Advertising demand side of things as well. So, we have the platform built. We don't anticipate there being any kind of heavy operating expenses involved with this work.

Yes, I can take Retail Media. Yes, Retail Media is doing really well for us. So, 29% increase in the activated media spend and all clients contributing. So, we're seeing a lot of traction there. In terms of the – our largest client and we of course, continue to work very closely with them and they are having a good year and that will, as you say, transition more into Q1 2025. That was a slower transition at the beginning of the year, now starting to kind of move ahead at the pace we would expect coming into Q3 and Q4. In terms of take rates for 2025 we're not giving guidance for ‘25, but we have renegotiated most of our contracts and we have continued to retain and bring in new contracts as well. My anticipation is that as we continue to scale, we will continue to see some move down of the take rate with the scale and that would be expected and has always been expected. But we are expecting to continue to scale year on, year on, year in Retail Media and to have the take rate that reflects the performance that we're delivering. And we're very excited to talk more in the coming weeks. So, we look forward to chatting with you all on November 18th at our Retail Media Day.

Okay, thanks much, Megan, Sarah, appreciate it.

Yes.

Your next question comes from the line of Mark Kelley with Stifel. Please go ahead.

Great. Thank you very much. Good morning, everyone. Can you maybe expand on the AdTech services comments a bit? I think you said one client in particular drove that down 16%. I guess, can you maybe help us with the moving pieces there? And I think you said it started to stabilized, I guess, what does that look like from here? And then the second question is another quarter of growth and retargeting in your comp in Q3 was significantly tougher than the first half of the year, I guess. Is that something that we can maybe expect going forward? And I guess what are your conversations with clients just around retargeting as a strategy at this point? Thank you.

Let me just start with the AdTech services question and then I will pass it across to Sarah. Within AdTech services, there is a couple of products and a couple of those products we brought across from Iponweb when we made that acquisition. And you will remember, or may remember, when we made that acquisition, we were primarily after two or three of their biggest capabilities. But of course, we brought on board all of Iponweb. So, it centers now around this one product which is in the Iponweb mix, which is not strategic to Criteo. And we have a plan in place to make sure that we can bring it in line, that we can normalize the or take away the issues that we're seeing with it. In particular, its susceptibility to one client. And so that's what we're doing and that's the explanation of the particular miss there in AdTech services. I'll pass across to Sarah for more details.

Yes, I mean, just a couple of specifics. So, we did talk about this, I think, in the Q2 call because we started to see lower spend from our largest AdTech partner and that has continued to impact us, as you can see, quite significantly in Q3. I would agree that's isolated to that last partner and we did exit coming out with a stronger trend. In addition to that, we did have one SSP partner. Also, I think we've discussed in prior calls that has an impact on AdTech services and supply in that we're not getting revenue related to that SSP anymore. In terms of retargeting, just a reminder that we were at 4% increase in Q2, so coming into Q3 at 2%. Feel very good about that. But I think Todd is probably the best person to talk about the retargeting as a strategy.

Yes. Hi, Mark. The story here is a good one. Retargeting is resilient. Obviously, our addressability strategy enables our customers to continue to use it as part of their overall marketing mix. And you heard Megan talk about the initial success we've had with commerce go and our beta, which exposes customers to an easier way to get at that tactic. And more obviously commerce audiences being a headliner there. And we're seeing some really interesting early signs of success in the beta on organic growth, on not just the retargeting tactic, but also in audience acquisition, which is a part of customer acquisition, which is a really important sign for us as we progress the business. So, a mix of tactics with retargeting being resilient at the core.

Great. Thank you very much. I appreciate it.

Our next question comes from the line of Ygal Arounian with Citigroup. Please go ahead.

Hey, good morning everyone. Just first on the guidance. I think that's where a lot of the focus from investors is this morning. If you look at the guidance for 4Q, it does imply a little bit of a step down in the contribution ex-TAC. You did lower the high end of the full year guidance by a little bit. I know, Sarah, you called out certain things like shorter holiday season, no political spending, and I'm not sure exactly how much impact the Iponweb revenue has with that single customer. Can you unpack the guidance what you're seeing in the macro? What's driving that kind of sequentially lower growth rate 4Q?

Yes, absolutely. I mean, first of all, just a reminder that we have very tough comps in Q4 2023. So, last year we were up significantly on Retail Media and commerce audience comps in particular, plus we are lapping the AI enhancements from Q4 last year. But just to unpack, I would say the tightening of the range, it does come back to the isolated impact of ad tech and services. That's definitely the key reason. And we saw that experience in Q3 more significantly and Q4 is by far the largest quarter in that area. So, that's the key reason. I think the point on the political spend is an important one, because what we are seeing is, I would say, some crowding out on supply right now and we're seeing retailers waiting until the political cycle is over, which I think, is not surprising. But as we said, the team are ready to go for the holiday season. Macy's has their REITs out already, so we're really expecting to just do a terrific job during the holiday season. But those are the key reasons why we heightened the range. The other piece which we talked about was America has a couple of larger enterprise U.S. clients in the news that have gone through changes in their own structures, including CEO changes. And it's just we expect that to rebound, but there are some temporary, I would say, change in marketing strategies as they go through those transitions. So, all in, feel really good about the future, feel really good about Q4 and very excited also for the uplift not only in the Retail Media to the top end of the range, but also in the adjusted EBITDA range as well. So, we're exciting to continue to close this year out strong.

Okay, thanks. And then maybe on Retail Media again, like others I know we're going to get a lot more color in a few weeks here. On site, as you called out, has driven so much of the growth. Megan’s comments called out Costco and off-site partnership with United Airlines. I feel like maybe a little bit more than you have in the past and can you just help us frame what the offsite opportunity could be, how it drives growth and how you think about the growth and offsite overall. Thanks.

Ygal, let me start by saying that a 39% growth in Q3 for the U.S. is very encouraging for us. It's very encouraging. And speaking to the fact that we're winning in this space and when the prize is as large as it is against the spend that's going into search and social and the share that's moving across into Commerce Media, we're right where we were hoping we would be. In fact, we're probably a little bit ahead. So very, very excited about the progress there. Within Commerce Media and in particular in Retail Media, there are a lot of use cases to bring to life. There are a lot that we do already, some that we've just started to roll out and some that have been available for some time. But our clients are just seeing the benefits of them as they move to them and off-site is one of them. Off-site we've had capabilities for a while as you know and we're starting to see some very big clients come across and utilize that as part of their strategy, their whole Retail Media strategy. So, we're excited about that move. We also are excited about what we're seeing in display. So today we dominate in sponsored ads and display is another format if you like on retailers’ pages that we're starting to see some good traction, so more to come there. And then there is other elements of taking retail – sorry brand data and producing better results for them on site and off site that we spelt out here today as well. So, just a lot of use cases still to unpack and which speaks to growth opportunities for us.

Great, thank you.

Your next question comes from the line of Doug Anmuth with JPMorgan. Please go ahead.

Great. Thanks for taking my questions. It's Bryan Smilek on for Doug. Just to start, I think, you guys had mentioned AI driven performance enhancements have drove a contribution ex-TAC increase to in the double digit million range within Performance Media in 3Q. So, can you just talk about the monetization curve of AI? And I guess as we enter 2025 which investments are critical to continue to drive a compelling and differentiated product as other competitors lean into their AI strategies.

Yes. You want me to jump in?

Yes, Todd. Sorry, Todd. Yes, I was just thinking through the answer, but I’ll give it to Todd.

That's great. And there are a few different really important factors in our investment strategy on AI. And one goes to targeting and activation across a very fragmented space and using deep learning as a way to do that more effectively to drive performance for the company. Obviously, we sell performance. We don't just sell any one of these tactics, whether retargeting or on site. And AI sits at the center of doing that with efficiency. In spite of the fragmented space that we're operating in, the addressability challenges that we all talk about. So that's the core of our investing. Beyond that, there are a couple of other really important dimensions. One is making sure that the experiences that we deliver to, to consumers that are buying advertising or exposed to advertising, rather on site with Retail Media or off site on the open web, are optimized for that experience so that ultimately a commerce outcome is achieved. That goes to AI generated creatives, it goes to dynamically changing those creatives to be respondent to the stage a person is in their buying journey as they're discovering or researching or on site, choosing between brands. So, they are two very important things. And the third one is really how we operate as a company internally changing the way that we get to strategies for clients more quickly, respond to their request for service more quickly. Indeed, the way we build our products itself, from a coding perspective, are all impacted by our investments in AI. Those are the three key dimensions.

Yes. And just in terms of, I would say, if we're thinking as well on dollars of investments, our team is already established, it's well established, it's at the core of our platform. We've gone through our data center transitions over the last couple of years and invested heavily in kind of more, well, I wouldn't say heavily compared to our peers, but we've invested smartly in terms of our infrastructure to ensure that we're optimized. We will continue to optimize our structure. But ultimately, I would say the investments you would expect would continue to be incremental, to do everything that Todd just spoke about from an incredibly solid and very talented base of AI engineers.

Great, thank you.

Your next question comes from the line of Alec Brondolo with Wells Fargo. Please go ahead.

Hey, thanks so much. Appreciate the feedback on the supply side of the Microsoft relationship. I would love to ask about the demand side. I think it's pretty exciting that being in Xandr customers might end up purchasing Criteo Retail Media inventory sometime in 2025. Could you maybe just give us an update on the timeline and functionally how that's going to work at least as best as you know, today? Thanks.

So, this is Megan, thanks for the. Thanks for the question. We don't want to kill joy. I hope you're coming to our Investor Day. We'll take you through more detail about that on November 18. So, I don't want to get ahead of that. But the team are working pretty hard with Microsoft to establish that connection between their demand type clients and our DSP or other channels into our Retail Media supply. It's an exciting opportunity in as much as there are half a million advertisers across there and the opportunity to bring that demand onto our Retail Media stack is a critical part of the Criteo flywheel. I talked about that during the prepared comments. But demand to us is so critical to the network of retailers that we have. And so, the retailers are excited by the prospects of more demand coming their way. And it will come their way because the returns from Retail Media spend for an advertiser speak for themselves. And so, this sort of flywheel is going to come in motion as soon as we start to get things rolling with Microsoft. The implementation I'm looking at, Todd, all things implementation.

Implementation is underway. I should say implementation is being carefully thought through and underway.

Yes.

So that's about architecture and design. To Megan's point, we want to make sure that we're matching those 500,000 advertisers from the Microsoft side, which represent about $10 billion of demand, into not just our whole Retail Media footprint, but also in places where there are unsold opportunities. So, there are different considerations in the design that we're going through to make sure that's as seamless as possible and we want to get it right. That's very actively being done right now with an eye to getting it right and starting to roll it out in 2025.

Just to finish that point is that, as we've started to express in the dialogue, there is a slew of opportunities, there is an end-to-end shopper capability that we have that we will make available to those demand side advertisers as well. Not just to get access to supply on Retail Media on retailer sites, but also to use everything that we have to get advertising in front of shoppers on their buyer journey. So, this is a big deal.

Perfect. Thank you.

Your next question comes from the line of Brian Pitz with BMO Capital Markets. Please go ahead.

Thank you. Maybe some additional color on verticals. We are hearing some broader category softness in consumer discretionary, whether it's tech, entertainment, retail, CPG, although kind of offset by stronger lower funnel. Are you seeing this, maybe any broader thoughts on CPG and retail specifically into Q4 and 2025 and then separately? Maybe a quick update on Albertsons. How is that scaling and when do you think it should be a meaningful contributor to your earnings? Thanks.

Yes, thanks for the question, Brian. I would say it's a bit early to tell on the consumer categories for Q4. We definitely have seen some wait and see, which I spoke about earlier. That being said, we're having terrific discussions with all our retailers and we would expect to see a good holiday season. So, I would say no additional color, but I'm paying very, very close attention to the brands as they continue to post their earnings and of course, the retailers coming in next quarter. There is obviously some, I would say, broader angst related to Q4 consumer sentiment and I think we'll keep track of that closely. But to your point, we're in two key areas. One in Retail Media where we know we have a strong, strong perspective for Q4. And then in Performance Media, where that's really – we continue to see a strong spend, especially during holiday season, going into ensuring that they convert to a sale. Just a quick reminder as well that we announced a couple of new verticals this quarter. So, Office Depot, it's a terrific new add, and then also United Airlines. So, as we move away, kind of, or I would say expand out from Retail Media to Commerce Media, we're seeing terrific traction across multiple verticals and we expect that to continue going into 2025. On Albertsons in particular, I mean, I would say it's as expected, terrific relationship, strong, they definitely were contributor to our growth. And I think more to come there. We'll take that question and address that maybe in the Retail Media Day.

Great, thank you.

Our next question comes from the line of Tim Nollen with Macquarie. Please go ahead.

Hi everyone. Thanks. I'd like to come back to the topic of retargeting, which I think, has now grown at least three quarters in a row. And we have almost gotten through this call without talking about cookies. I don't know if you've got an update, you'd be willing to give us today on impact from cookies next year. I know it's probably very difficult to give. My question really is how dependent is your retargeting business on cookies at this point? Or is it almost not relevant anymore because you're using so much first party data? Thanks.

Yes, look, I said in the opening remarks we no longer run our business based on the demise of cookies. We've moved on. That's not to say we don't continue to work with Google as they work through their Privacy Sandbox, because we think that works important. But our strategy, our multi-pronged approach dealing with a signal loss has all but gone away – sorry – has all but come to life, I should say, through the work of Todd and his team, our R&D team and our product teams to make that front and center in the way in which we find consumers on their buyer journey. But I'll pass across the Todd.

Yes, so there is a couple of things that are pretty encouraging there to Megan's point about Privacy Sandbox, you may have seen recently that Google actually came around to addressing a couple of our key requests of them to make Privacy Sandbox itself function better. So, just knowing that that product actually being improved so as part of our overall addressability strategy, its functions is very encouraging. Further, we have been working towards influencing Google as a partner and the CMA on the upcoming user choice implementation that is anticipated this next year, all for the purposes of making sure that consumers have a better view of what keeping a cookie means to a personalized advertising experience. In the net more cookies around is a good thing to our strategy, but our strategy doesn't tie to it directly anymore. As Megan said, it's part of a bigger picture of addressability. And importantly, it's not just for retargeting, it's for the entire buyer journey that Megan was laying out that we're able to address consumers. And this is very important, because retargeting is still just one tactic in the mix that our advertisers are using to reach consumers and to drive commerce outcomes.

Okay, thanks. You had previously given a number for the impact of cookie deprecation next year, which I think last call you basically pulled back and said it won't be that much. I'm just wondering if there's any update to that number.

I mean, I think we don't know what Google's latest plan is and so I think, ultimately, we were not giving 2025 guidance now. But to Todd’s point, we feel confident in our overall strategy. And of course, as and when we get updates on exactly what they're doing, we'll update our assumptions in our model and in our guidance.

Okay, great, thanks.

Next question comes from the line of Tom White with D.A. Davidson. Please go ahead. Tom White, your line is open.

Hello, can you hear me?

We can hear you.

Okay, quick one on Commerce Max, you guys mentioned some of the growth that you're seeing at some of the holdcos. Curious whether you guys think you're kind of displacing any existing DSP tools at those agencies with Commerce Max or whether the spend is may be coming from different budgets. And can you maybe just talk about over the next, say three, four quarters, what's the main driver of growth at Commerce Max? Is it just kind of deeper penetration of these big holdcos that are using it now, is it adding more agencies? Any color there? Thank you.

Yes, a couple of things. Firstly, it's incredibly encouraging. Getting demand come through agencies is a very big part of the flywheel and that is going as well as possibly could be at this point in time. This is very new for agencies and they've been asking for it for a long time, which is a good thing. We're giving, delivering to them what they're looking for. It's now a matter of momentum and we are building momentum incredibly well at 60% this quarter. I think for agencies, they have got a shift to make which is to see Commerce Media spend and Retail Media spend on a network of retailers, a viable proposition, in fact, a better performing proposition for their advertisers so that they move more and more dollars across into retail media. And they have a couple of choices. They can go to Amazon, they can go to Walmart, or they can go to Criteo. And Criteo has a network of most of the other top retailers sitting there waiting with really strong demand sorry, supply proposition for those advertisers. So it is about momentum, Tom, just building that momentum, making sure the tools are doing everything that encourages an agency buyer to use them, and produce the results and the data that they need to show that it's an effective buy. You want to add?

Yes, Tom, I just add something to what Megan said. Obviously, we're building on a very strong moat here. And what is important to spur the momentum that Megan talked about with agencies that we have relationships with and partnerships already built from a product perspective is making sure that budgets are easy to plan and allocate across the retail media mix that we sit on top of. So, you can imagine it's a little bit more challenging to get that done, which plays to our advantage because we're looking across 225 plus retailers rather than just Walmart or Amazon. So, you can imagine if you make it easier for allocations and activations to happen for holdcos across those 225 and growing, then those budgets will ultimately come into the space through Commerce Max.

And I would just close by encouraging everyone to listen to the Retail Media Investor Day on November 18. I think we have one more question.

Question comes from the line of Justin Patterson with Keybanc. Please go ahead.

Great, thank you very much. Good morning. This is more of a theoretical question around Google and regulation. If Google's forced to divest Ad Ex and or double click for publishers, how do you think that could access or change your access to supply and winning bids in the market? Thank you.

Yes, it's a good question Justin. I'll start and maybe Todd can weigh in as well. Firstly, it's just incredibly hard to speculate as to what could happen here. The options are endless. The timeline to actually get any kind of resolution here, if a resolution comes is way out into the future in which the landscape could have changed considerably. So, we tend to – firstly, we do support a level playing field so we do support anything that makes sure that the industry remains strong and that the ecosystem is a vibrant one which is not dominated by one or two players. And of course, if there are changes to some of the ad tech properties that are owned by Google, then it will be interesting to see what happens from there. Todd, if you've got any kind of speculation, we'll be careful but for the fun of it.

Yes, I think I'll hold back on the speculation. What we are doing is continuing to work more deeply with the different parts of Google. I think we all know that Google is a very strong partner of ours. So, whether there is a breakup or not, that we're well prepared for what's on the other side of that. But I do think you can say that while the speculation rages about what might happen, more attention from our customers is coming back to us and that's really helpful. It's blue sky for Criteo while people are confused about what might happen elsewhere. So just an observation, not an empirical one but one that's really important because as these changes happen and as the market seems to be equalizing, there is great opportunity for this company.

Yes.

Thank you.

Great question. All good questions. Thank you very much everybody.

Thank you, Megan, Sarah and Todd. This now concludes our call for today. Thanks everyone for joining. The Investor Relations team is available for any additional questions. We wish you all a great day.

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