Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2018
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12412483&doc=3
CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-38386
26-3039436
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
675 Ponce de Leon Avenue NE, Suite 6000
Atlanta, GA 30308
(Address of principal executive offices, including zip code)
(888) 798-5802
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 






ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 14, 2018, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2018. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits
Exhibit
  
Exhibit Description
99.1
  





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Cardlytics, Inc.
 
 
 
 
Date:
August 14, 2018
By:
/s/ David Evans
 
 
 
David Evans
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)



Exhibit
Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12412483&doc=4

Cardlytics Announces Second Quarter 2018 Financial Results
Atlanta, GA August 14, 2018 – Cardlytics, Inc., (NASDAQ: CDLX), a purchase intelligence platform that helps make marketing more relevant and measurable, today announced financial results for the second quarter ended June 30, 2018.
“We are pleased to deliver another quarter of solid financial results, which outperformed our prior expectations," said Scott Grimes, CEO & Co-Founder of Cardlytics. “We are increasingly confident in our ability to drive substantial MAU growth by consolidating the US Banking market for Purchase Intelligence. Significantly increased MAU scale creates new opportunities for us to serve the needs of advertisers, providing further opportunity to drive ARPU growth.”
“We are happy to announce the signing of an agreement with Wells Fargo to launch Cardlytics Direct nationally and across all digital channels,” said Lynne Laube, COO & Co-Founder of Cardlytics. “Adding Wells Fargo to the Cardlytics purchase intelligence platform will further strengthen our ability to provide actionable insights for our marketing clients. Marketers can act on these insights, reaching a scaled audience inside banks’ secure digital channels - where consumers are already thinking about their money.”
Second Quarter 2018 Financial Results
Total revenue was $35.6 million, an increase of 8% year-over-year compared to $32.8 million in the second quarter of 2017.
Cardlytics Direct revenue was $35.1 million, an increase of 21% compared to $28.9 million in the second quarter of 2017.
GAAP net loss attributable to common stockholders was $(13.1) million, or $(0.64) per diluted share based on 20.3 million weighted-average common shares outstanding, compared to a loss of $(5.4) million, or $(3.48) per diluted share based on 3.9 million weighted-average common shares outstanding in the second quarter of 2017.
Adjusted contribution, a non-GAAP metric, was $16.2 million compared to $13.5 million in the second quarter of 2017.
Adjusted EBITDA, a non-GAAP metric, was a loss of $(2.2) million compared to a loss of $(2.8) million in the second quarter of 2017.
Non-GAAP net loss was $(4.3) million, or $(0.21) per diluted share based on 20.3 million non-GAAP weighted-average common shares outstanding, compared to a loss of (6.0) million, or $(0.43) per diluted share based on 13.9 million non-GAAP weighted-average common shares outstanding in the second quarter of 2017.
“We delivered solid second quarter financial results highlighted by 21% year-over-year growth in Cardlytics Direct revenue,” said David Evans, CFO of Cardlytics. "Our strong second quarter outperformance for non-GAAP adjusted EBITDA compared to our guidance reflects our top line beat, as well as timing of planned investments related to the Wells Fargo and JP Morgan Chase rollouts, which we would expect to accelerate in the second half of the year.”
Key Metrics
FI MAUs were 58.8 million, an increase of 9% compared to 53.7 million in the second quarter of 2017.
ARPU was $0.60 compared to $0.54 in the second quarter of 2017.
Definitions of FI MAUs and ARPU are included below under the caption “Non-GAAP Measures and Other Performance Metrics.”



2018 Financial Expectations
Cardlytics anticipates revenue and non-GAAP adjusted EBITDA to be in the following ranges for the periods indicated (in millions):
 
Q3 2018
 
Full year 2018
Revenue
$36.0 - 38.0
 
$153.0 - 156.0
Non-GAAP adjusted EBITDA(1)(2)
$(4.5) - (4.0)
 
$(14.0) - (13.0)
Estimated Non-GAAP weighted-average common shares outstanding, basic and diluted
20.8
 
20.0
(1)
With respect to our expectations above under the caption “2018 Financial Expectations,” a reconciliation of adjusted EBITDA to net loss on a forward looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure. We have provided a reconciliation of historical non-GAAP financial measures to the most comparable GAAP measures in the financial statement tables included in this press release.
(2)
The adjusted EBITDA expectations for the full year of 2018 includes the impact of an anticipated $1.0 million expense in the fourth quarter of 2018 related to an expected shortfall in meeting a minimum FI Share commitment.
Earnings Teleconference Information
Cardlytics will discuss its second quarter 2018 financial results during a teleconference today, August 14, 2018, at 5:00 PM ET / 2:00 PM PT. The conference call can be accessed at (866) 385-4179 (domestic) or (210) 874-7775 (international), conference ID# 9293446. A replay of the conference call will be available through 8:00 PM ET / 5:00 PM PT on August 28, 2018 at (855) 859-2056 (domestic) or (404) 537-3406 (international). The replay passcode is 9293446. The call will also be broadcast simultaneously at http://ir.cardlytics.com/. Following the completion of the call, a recorded replay of the webcast will be available on Cardlytics’ website.
About Cardlytics
Cardlytics (NASDAQ: CDLX) uses purchase intelligence to make marketing more relevant and measurable. We partner with more than 2,000 financial institutions to run their banking rewards programs that promote customer loyalty and deepen banking relationships. In turn, we have a secure view into where and when consumers are spending their money. We use these insights to help marketers identify, reach, and influence likely buyers at scale, as well as measure the true sales impact of marketing campaigns. Headquartered in Atlanta, Cardlytics has offices in London, New York, Chicago and San Francisco. Learn more at www.cardlytics.com.
Cautionary Language Concerning Forward-Looking Statements:
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to our financial guidance for the third quarter of 2018 and full year 2018, and the impact of our agreements with JPMorgan Chase and Wells Fargo on our business and the expected timing of such impact and rollout. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.
Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: our financial performance, including our revenue, margins, costs, expenditures, growth rates and operating expenses, and our ability to sustain revenue growth, generate positive cash flow and become profitable; risks related to our substantial dependence on our Cardlytics Direct product; risks related to our substantial dependence on Bank of America, N.A. and a limited number of other financial institution (“FI”) partners; risks related to our ability to successfully implement Cardlytics Direct for JPMorgan Chase customers and maintain a relationship with JPMorgan Chase; the amount and timing of budgets by advertisers, which are affected by budget cycles, economic conditions and other factors; our ability to generate sufficient revenue to offset contractual commitments to FIs; our ability to attract new FI partners and maintain relationships with bank processors and digital banking providers; our ability to maintain relationships with marketers; our ability to adapt to changing market conditions, including our ability to adapt to changes in consumer habits, negotiate fee arrangements with new and existing financial institutions and retailers, and develop and launch new services and features; our significant amount of debt, which may affect our ability to operate the business and secure additional financing in the future, and other risks detailed in the “Risk Factors” section of our Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018 and in subsequent periodic reports that we file with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change.  We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.



Non-GAAP Measures and Other Performance Metrics
To supplement the financial measures presented in our press release and related conference call or webcast in accordance with generally accepted accounting principles in the United States (“GAAP”), we also present the following non-GAAP measures of financial performance: adjusted contribution, adjusted EBITDA, non-GAAP net loss and non-GAAP loss per share as well as certain other performance metrics, such as FI monthly active users (“FI MAUs”) and average revenue per user (“ARPU”).
A “non-GAAP financial measure” refers to a numerical measure of our historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. We provide certain non-GAAP measures as additional information relating to our operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies.
We have presented adjusted contribution, adjusted EBITDA, non-GAAP net loss and non-GAAP net loss per share as non-GAAP financial measures in this press release. We define adjusted contribution as our revenue less our FI Share and other third-party costs excluding non-cash equity expense recognized in FI Share and amortization and impairment of deferred FI implementation costs. We define adjusted EBITDA as our net loss before income tax benefit; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liabilities; change in fair value of convertible promissory notes; foreign currency (gain) loss; loss on extinguishment of debt; costs associated with financing events; restructuring costs; amortization and impairment of deferred FI implementation costs; termination of U.K. agreement expense; and non-cash equity expense recognized in FI Share. We define non-GAAP net loss as our net loss before stock-based compensation expense; change in fair value of warrant liabilities; change in fair value of convertible promissory notes; foreign currency (gain) loss; loss on extinguishment of debt; costs associated with financing events; restructuring costs; termination of U.K. agreement expense and non-cash equity expense recognized in FI Share. Notably, any expense we accrue related to minimum FI Share commitments in connection with agreements with certain FI partners we do not add back to net loss in order to calculate adjusted EBITDA. We define non-GAAP net loss per share as non-GAAP net loss divided by non-GAAP weighted-average common shares outstanding, basic and diluted, which includes our GAAP weighted-average common shares outstanding, basic and diluted, and our weighted-average preferred shares outstanding, assuming conversion.
We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results, and are useful to investors and financial analysts in assessing operating performance.
We define FI MAUs as customers or accounts of our FI partners that logged in and visited the online or mobile banking applications of, or opened an email from, our FI partners during a monthly period. We then calculate a monthly average of FI MAUs for the periods presented above. We define ARPU, as the total GAAP Cardlytics Direct revenue generated in the applicable period, divided by the average number of FI MAUs in the applicable period.



CARDLYTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands)
 
June 30, 2018
 
December 31, 2017
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
50,468

 
$
21,262

Restricted cash
20,000

 

Accounts receivable, net
40,488

 
48,348

Other receivables
3,073

 
2,898

Prepaid expenses and other assets
3,430

 
2,121

Total current assets
$
117,459

 
$
74,629

PROPERTY AND EQUIPMENT, net
7,829

 
7,319

INTANGIBLE ASSETS, net
366

 
528

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net
1,070

 
433

DEFERRED FI IMPLEMENTATION COSTS, net
12,425

 
13,625

OTHER LONG-TERM ASSETS
1,097

 
4,224

Total assets
$
140,246

 
$
100,758

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
918

 
$
1,554

Accrued liabilities:
 
 
 
Accrued compensation
4,305

 
4,638

Accrued expenses
4,510

 
4,615

FI Share liability
20,729

 
23,914

Consumer Incentive liability
5,834

 
7,242

Deferred billings
174

 
132

Short-term warrant liability
16,055

 

Current portion of long-term debt:
 
 
 
Capital leases
22

 
44

Total current liabilities
$
52,547

 
$
42,139

LONG-TERM LIABILITIES:
 
 
 
Deferred liabilities
$
3,437

 
$
3,670

Long-term warrant liability

 
10,230

Long-term debt, net of current portion:
 
 
 
Lines of credit
27,477

 
25,081

Term loans
19,972

 
31,830

Capital leases
47

 
57

Total long-term liabilities
$
50,933

 
$
70,868

TOTAL REDEEMABLE CONVERTIBLE PREFERRED STOCK
$

 
$
196,437

STOCKHOLDERS’ (DEFICIT) EQUITY:
 
 
 
Common stock
$
7

 
$

Additional paid-in capital
336,874

 
58,693

Accumulated other comprehensive income
1,438

 
1,066

Accumulated deficit
(301,553
)
 
(268,445
)
Total stockholders’ (deficit) equity
36,766

 
(208,686
)
Total liabilities and stockholders’ (deficit) equity
$
140,246

 
$
100,758




CARDLYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands except per share amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
REVENUE
$
35,570

 
$
32,812

 
$
68,283

 
$
59,693

COSTS AND EXPENSES:
 
 
 
 
 
 
 
FI Share and other third-party costs
19,747

 
19,680

 
41,167

 
36,357

Delivery costs
2,559

 
1,896

 
4,502

 
3,449

Sales and marketing expense
10,247

 
7,920

 
18,463

 
15,152

Research and development expense
4,888

 
3,093

 
8,347

 
6,106

General and administration expense
8,979

 
4,773

 
15,561

 
9,462

Depreciation and amortization expense
784

 
767

 
1,694

 
1,532

Total costs and expenses
47,204

 
38,129

 
89,734

 
72,058

OPERATING LOSS
(11,634
)
 
(5,317
)
 
(21,451
)
 
(12,365
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest expense, net
(992
)
 
(2,020
)
 
(2,741
)
 
(4,664
)
Change in fair value of warrant liabilities, net
1,611

 
(1,466
)
 
(7,561
)
 
(1,793
)
Change in fair value of convertible promissory notes

 
(861
)
 

 
(1,244
)
Change in fair value of convertible promissory notes—related parties

 
8,436

 

 
6,213

Other income (expense), net
(2,038
)
 
580

 
(1,355
)
 
742

Total other income (expense)
(1,419
)
 
4,669

 
(11,657
)
 
(746
)
LOSS BEFORE INCOME TAXES
(13,053
)
 
(648
)
 
(33,108
)
 
(13,111
)
INCOME TAX BENEFIT

 

 

 

NET LOSS
$
(13,053
)
 
$
(648
)
 
$
(33,108
)
 
$
(13,111
)
Adjustments to the carrying value of redeemable convertible preferred stock

 
(4,789
)
 
(157
)
 
(5,033
)
Net loss attributable to common stockholders
$
(13,053
)
 
$
(5,437
)
 
$
(33,265
)
 
$
(18,144
)
Net loss per share attributable to common stockholders:
 
 
 
 
 
 
 
Basic
$
(0.64
)
 
$
(1.69
)
 
$
(1.99
)
 
$
(6.18
)
Diluted
$
(0.64
)
 
$
(3.48
)
 
$
(1.99
)
 
$
(6.18
)
Weighted-average common shares outstanding:
 
 
 
 
 
 
 
Basic
20,300

 
3,221

 
16,716

 
2,935

Diluted
20,300

 
3,875

 
16,716

 
2,935


CARDLYTICS, INC.
STOCK-BASED COMPENSATION EXPENSE (UNAUDITED)
(Amounts in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Delivery costs
$
183

 
$
43

 
$
268

 
$
84

Sales and marketing expense
2,668

 
522

 
3,611

 
866

Research and development expense
1,756

 
239

 
2,226

 
410

General and administration expense
3,738

 
438

 
5,140

 
865

Total stock-based compensation expense
$
8,345

 
$
1,242

 
$
11,245

 
$
2,225







CARDLYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
 
Six Months Ended
June 30,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 Net loss
$
(33,108
)
 
$
(13,111
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Change in allowance for doubtful accounts
(16
)
 
78

Depreciation and amortization
1,694

 
1,532

Amortization and impairment of deferred FI implementation costs
758

 
745

Amortization of financing costs charged to interest expense
229

 
281

Accretion of debt discount and non-cash interest expense
2,326

 
4,012

Stock compensation expense
11,245

 
2,225

Change in the fair value of warrant liabilities, net
7,561

 
1,793

Change in the fair value of convertible promissory notes

 
1,244

Change in the fair value of convertible promissory notes - related parties

 
(6,213
)
Other non-cash (income) expense, net
3,873

 
(612
)
Settlement of paid in kind interest
(8,311
)
 

Change in operating assets and liabilities:
 
 
 
Accounts receivable
7,701

 
6,100

Prepaid expenses and other assets
(1,509
)
 
(370
)
Deferred FI implementation costs
(2,250
)
 
(3,000
)
Recovery of deferred FI implementation costs
2,692

 
1,952

Accounts payable
(839
)
 
(183
)
Other accrued expenses
(237
)
 
(1,521
)
FI Share liability
(3,185
)
 
(808
)
Customer Incentive liability
(1,409
)
 
(261
)
Total adjustment
20,323

 
6,994

Net cash used in operating activities
$
(12,785
)
 
$
(6,117
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
  Acquisition of property and equipment
(1,492
)
 
(488
)
  Acquisition of patents
(12
)
 
(23
)
  Capitalized software development costs
(657
)
 

Net cash used in investing activities
$
(2,161
)
 
$
(511
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from issuance of debt
47,435

 
12,500

Principal payments of debt
(51,811
)
 
(49
)
Proceeds from issuance of common stock
70,527

 
564

Proceeds from issuance of Series G preferred stock

 
11,940

Equity issuance costs
(1,897
)
 
(994
)
Debt issuance costs
(48
)
 
(142
)
Net cash from financing activities
$
64,206

 
$
23,819

EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(54
)
 
176

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
49,206

 
17,367

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year
21,262

 
22,968

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
$
70,468

 
$
40,335




CARDLYTICS, INC.
RECONCILIATION OF GAAP REVENUE TO NON-GAAP ADJUSTED CONTRIBUTION (UNAUDITED)
(Amounts in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
35,570

 
$
32,812

 
$
68,283

 
$
59,693

Minus:
 
 
 
 
 
 
 
FI Share and other third-party costs(1)
19,401

 
19,326

 
37,890

 
35,612

Adjusted contribution(2)
$
16,169

 
$
13,486

 
$
30,393

 
$
24,081

(1)
FI Share and other third-party costs presented above excludes non-cash equity expense included in FI Share and amortization and impairment of deferred FI implementation costs, which are detailed below in our reconciliation of GAAP net loss to non-GAAP adjusted EBITDA.
(2)
Adjusted contribution includes the impact of an accrued expense totaling $1.5 million and $3.0 million during the three and six months ended June 30, 2017, respectively, related to an expected shortfall in meeting a minimum FI Share commitment. There was no corresponding accrued expense during the three and six months ended June 30, 2018.

CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA (UNAUDITED)
(Amounts in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Net loss
$
(13,053
)
 
$
(648
)
 
$
(33,108
)
 
$
(13,111
)
Plus:
 
 
 
 
 
 
 
Interest expense, net
992

 
2,020

 
2,741

 
4,664

Depreciation and amortization expense
784

 
767

 
1,694

 
1,532

Stock-based compensation expense
8,345

 
1,242

 
11,245

 
2,225

Non-cash equity expense included in FI Share

 

 
2,519

 

Change in fair value of warrant liabilities
(1,611
)
 
1,466

 
7,561

 
1,793

Change in fair value of convertible promissory notes

 
(7,575
)
 

 
(4,969
)
Foreign currency (gain) loss
1,109

 
(579
)
 
426

 
(744
)
Loss on extinguishment of debt
924

 

 
924

 

Costs associated with financing events

 
129

 

 
129

Amortization and impairment of deferred FI implementation costs
346

 
354

 
758

 
745

Adjusted EBITDA(1)
$
(2,164
)
 
$
(2,824
)
 
$
(5,240
)
 
$
(7,736
)
(1)
Adjusted EBITDA includes the impact of an accrued expense totaling $1.5 million and $3.0 million during the three and six months ended June 30, 2017, respectively, related to an expected shortfall in meeting a minimum FI Share commitment. There was no corresponding accrued expense during the three and six months ended June 30, 2018.




CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS (UNAUDITED)
(Amounts in thousands except per share amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Net loss
$
(13,053
)
 
$
(648
)
 
$
(33,108
)
 
$
(13,111
)
Plus:
 
 
 
 
 
 
 
Stock-based compensation expense
8,345

 
1,242

 
11,245

 
2,225

Non-cash equity expense included in FI Share

 

 
2,519

 

Change in fair value of warrant liabilities
(1,611
)
 
1,466

 
7,561

 
1,793

Change in fair value of convertible promissory notes

 
(7,575
)
 

 
(4,969
)
Foreign currency (gain) loss
1,109

 
(579
)
 
426

 
(744
)
Loss on extinguishment of debt
924

 

 
924

 

Costs associated with financing events

 
129

 

 
129

Non-GAAP net loss
$
(4,286
)
 
$
(5,965
)
 
$
(10,433
)
 
$
(14,677
)
Weighted-average number of shares of common stock used in computing non-GAAP net loss per share:
 
 
 
 
 
 
 
GAAP weighted-average common shares outstanding, diluted
20,300

 
3,875

 
16,716

 
2,935

Weighted-average preferred shares, assuming conversion

 
10,048

 
2,235

 
9,527

Non-GAAP weighted-average common shares outstanding, diluted
20,300

 
13,923

 
18,951

 
12,462

Non-GAAP net loss per share attributable to common stockholders, diluted
$
(0.21
)
 
$
(0.43
)
 
$
(0.55
)
 
$
(1.18
)

Contacts:

Public Relations:
ICR
cardlyticspr@icrinc.com

Investor Relations:
Denise Garcia and William Maina
ICR, Inc.
(646) 277-1236
ir@cardlytics.com