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 3, 2021
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices, including zip code) | |||||||||||
| (Registrant's telephone, 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)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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. ☐
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 3, 2021, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2021, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 2.02 and Exhibit 99.1 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 7.01 OTHER EVENTS
On August 3, 2021, the Company is also posting a slide presentation on its website, which the Company will reference during the conference call described above.
A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of 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 | ||||||||
| 99.2 | ||||||||
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 3, 2021 | By: | /s/ Andrew Christiansen | ||||||||
| Andrew Christiansen | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
Exhibit 99.1
Cardlytics Announces Second Quarter 2021 Financial Results
Atlanta, GA – August 3, 2021 – Cardlytics, Inc. (NASDAQ: CDLX), a digital advertising platform, today announced financial results for the second quarter ended June 30, 2021. Supplemental information is available on the Investor Relations section of the Cardlytics' website at http://ir.cardlytics.com/.
“While we grew Cardlytics platform billings 111% and adjusted contribution 123% year-over-year, we fell below our guidance. This was driven by us forecasting a faster recovery than was realized due to labor shortage and supply chain challenges in retail, restaurant and travel,” said Lynne Laube, CEO & Co-Founder of Cardlytics. “Our core business remains on a very solid foundation and we continue to make significant progress on all of our strategic initiatives, including the integration of Dosh and Bridg.”
“We believe we will still be dealing with an uneven recovery in Q3 as each industry we operate in is still working through unique macroeconomic challenges,” said Andy Christiansen, CFO of Cardlytics. “We remain very excited about the long-term potential of Cardlytics and continue to make immense progress on our product and technology initiatives.”
Second Quarter 2021 Financial Results
•Revenue was $58.9 million, an increase of 109% year-over-year, compared to $28.2 million in the second quarter of 2020.
•Billings, a non-GAAP metric, was $85.3 million, an increase of 116% year-over-year, compared to $39.5 million in the second quarter of 2020.
•Gross profit was $23.2 million, an increase of 193% year-over-year, compared to $7.9 million in the second quarter of 2020.
•Adjusted contribution, a non-GAAP metric, was $29.6 million, an increase of 139% year-over-year, compared to $12.4 million in the second quarter of 2020.
•Net loss attributable to common stockholders was $(47.3) million, or $(1.43) per diluted share, based on 33.0 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(19.8) million, or $(0.73) per diluted share, based on 27.1 million weighted-average common shares outstanding in the second quarter of 2020.
•Non-GAAP net loss was $(12.8) million, or $(0.39) per diluted share, based on 33.0 million weighted-average common shares outstanding, compared to a non-GAAP net loss of $(10.2) million, or $(0.38) per diluted share, based on 27.1 million weighted-average common shares outstanding in the second quarter of 2020.
•Adjusted EBITDA, a non-GAAP metric, was a loss of $(5.7) million compared to a loss of $(7.7) million in the second quarter of 2020.
Key Metrics
•Cardlytics MAUs were 167.6 million, an increase of 7%, compared to 157.2 million in the second quarter of 2020.
•Cardlytics ARPU was $0.34, an increase of 89%, compared to $0.18 in the second quarter of 2020.
•Bridg ARR was $12.5 million in the second quarter of 2021.
Definitions of MAUs, ARPU and ARR are included below under the caption “Non-GAAP Measures and Other Performance Metrics.”
Third Quarter 2021 Financial Expectations
Cardlytics anticipates billings, revenue, and adjusted contribution to be in the following ranges (in millions):
| Q3 2021 Guidance | |||||
Billings(1) | $85.0 - $95.0 | ||||
| Revenue | $57.0 - $66.0 | ||||
Adjusted contribution(2) | $27.0 - $32.0 | ||||
(1)A reconciliation of billings to GAAP revenue on a forward-looking basis is presented below under the heading "Reconciliation of Forecasted GAAP Revenue to Billings."
(2)A reconciliation of adjusted contribution to GAAP gross profit 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.
Earnings Teleconference Information
Cardlytics will discuss its second quarter 2021 financial results during a teleconference today, August 3, 2021, 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# 3993796. A replay of the conference call will be available through 8:00 PM ET / 5:00 PM PT on August 10, 2021 at (855) 859-2056 (domestic) or (404) 537-3406 (international). The replay passcode is 3993796. 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) is a digital advertising platform. We partner with 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, we have offices in London, New York, San Francisco, Austin and Visakhapatnam. In March 2021, we acquired Dosh, a transaction-based advertising platform, and in May 2021 we acquired Bridg, a customer data platform. 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 2021, future growth, the integration of Dosh and Bridg, and achievement of long-range goals. 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," or 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: risks related to the uncertain impacts that COVID-19 may have on our business, financial condition, results of operations; unfavorable conditions in the global economy and the industries that we serve; our quarterly operating results have fluctuated and may continue to vary from period to period; our ability to sustain our revenue growth and billings; risks related to the integration of Dosh and Bridg with our company; risks related to our substantial dependence on our Cardlytics Direct product; risks related to our substantial dependence on JPMorgan Chase Bank, National Association (“Chase”), Bank of America, National Association ("Bank of America") and a limited number of other financial institution (“FI”) partners; the timing of the phased launch of the Cardlytics platform by U.S. Bank; risks related to our ability to maintain relationships with Chase, Wells Fargo and Bank of America; the amount and timing of budgets by marketers, which are affected by budget cycles, economic conditions and other factors, including the impact of the COVID-19 pandemic; our ability to generate sufficient revenue to offset contractual commitments to FIs; our ability to attract new partners, including 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 partners and retailers, and develop and launch new services and features; and other risks detailed in the “Risk Factors” section of our Form 10-Q filed with the Securities and Exchange Commission on August 3, 2021 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: billings, adjusted contribution, adjusted EBITDA, adjusted Partner Share and other third party costs, non-GAAP net loss and non-GAAP net loss per share as well as certain other performance metrics, such as monthly active users (“MAUs”), average revenue per user (“ARPU”) and annualized recurring revenue ("ARR").
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 billings, adjusted contribution, adjusted EBITDA, adjusted Partner Share and other third-party costs, non-GAAP net loss and non-GAAP net loss per share as non-GAAP financial measures in this press release. Billings represents the gross amount billed to customers and marketers for advertising campaigns in order to generate revenue. Cardlytics platform billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform billings is the same as Bridg platform GAAP revenue. We define adjusted contribution as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental marketing spend on our platform generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. We define adjusted EBITDA as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency (loss) gain; deferred implementation costs; restructuring costs, acquisition and integration costs and change in fair value of contingent consideration. We define adjusted Partner Share and other third-party costs as our Partner Share and other third-party costs excluding non-cash equity expense and amortization of deferred implementation costs. We define non-GAAP net loss income as our net loss before stock-based compensation expense; foreign currency (loss) gain; acquisition and integration costs; amortization of acquired intangibles;change in fair value of contingent consideration; and restructuring costs. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate adjusted EBITDA, adjusted contribution and non-GAAP net loss. 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 MAUs as targetable customers or accounts that have logged in and visited online or mobile applications containing offers from, opened an email containing offers from, or redeemed an offer from the Cardlytics platform during a monthly period. We then calculate a monthly average of these MAUs for the periods presented. We define ARPU as the total revenue generated in the applicable period calculated in accordance with GAAP, divided by the average number of MAUs in the applicable period. We define ARR as the annualized GAAP revenue of the final month in the period presented for the Bridg platform. ARR should not be considered in isolation from, or as an alternative to, revenue prepared in accordance with GAAP. We believe that ARR is an indicator of the Bridg platform’s ability to generate future revenue from existing clients
CARDLYTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands)
| June 30, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 250,603 | $ | 293,239 | |||||||
| Restricted cash | 111 | 110 | |||||||||
| Accounts receivable, net | 73,468 | 81,249 | |||||||||
| Other receivables | 6,142 | 5,306 | |||||||||
| Prepaid expenses and other assets | 8,132 | 5,687 | |||||||||
| Total current assets | 338,456 | 385,591 | |||||||||
| Long-term assets: | |||||||||||
| Property and equipment, net | 13,095 | 13,865 | |||||||||
| Right-of-use assets under operating leases, net | 11,694 | 10,764 | |||||||||
| Intangible assets, net | 137,185 | 447 | |||||||||
| Goodwill | 718,490 | — | |||||||||
| Capitalized software development costs, net | 9,157 | 6,299 | |||||||||
| Deferred implementation costs, net | 2,173 | 3,785 | |||||||||
| Other long-term assets, net | 2,617 | 1,786 | |||||||||
| Total assets | $ | 1,232,867 | $ | 422,537 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 5,217 | $ | 1,363 | |||||||
| Accrued liabilities: | |||||||||||
| Accrued compensation | 9,090 | 7,582 | |||||||||
| Accrued expenses | 8,207 | 5,502 | |||||||||
| Partner Share liability | 28,688 | 37,457 | |||||||||
| Consumer Incentive liability | 36,561 | 24,290 | |||||||||
| Deferred revenue | 2,777 | 349 | |||||||||
| Current operating lease liabilities | 6,000 | 4,718 | |||||||||
| Current finance lease liabilities | 23 | 13 | |||||||||
| Current contingent consideration | 164,952 | — | |||||||||
| Other current liabilities | 1,457 | — | |||||||||
| Total current liabilities | 262,972 | 81,274 | |||||||||
| Long-term liabilities: | |||||||||||
| Convertible senior notes, net | 179,113 | 174,011 | |||||||||
| Long-term finance lease liabilities | 44 | — | |||||||||
| Long-term operating lease liabilities | 8,218 | 9,381 | |||||||||
| Long-term contingent consideration | 67,449 | — | |||||||||
| Other long-term liabilities | 679 | 679 | |||||||||
| Total liabilities | 518,475 | 265,345 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.0001 par value—100,000 shares authorized and 27,861 and 33,023 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively. | 8 | 8 | |||||||||
| Additional paid-in capital | 1,181,290 | 551,429 | |||||||||
| Accumulated other comprehensive income | (652) | (192) | |||||||||
| Accumulated deficit | (466,254) | (394,053) | |||||||||
| Total stockholders’ equity | 714,392 | 157,192 | |||||||||
| Total liabilities and stockholders’ equity | $ | 1,232,867 | $ | 422,537 | |||||||
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, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenue | $ | 58,853 | $ | 28,222 | $ | 112,083 | $ | 73,731 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Partner Share and other third-party costs | 29,953 | 16,811 | 59,724 | 42,949 | |||||||||||||||||||
| Delivery costs | 5,748 | 3,499 | 9,686 | 6,905 | |||||||||||||||||||
| Sales and marketing expense | 17,063 | 10,405 | 30,265 | 21,373 | |||||||||||||||||||
| Research and development expense | 8,934 | 3,966 | 15,152 | 7,817 | |||||||||||||||||||
| General and administration expense | 16,888 | 11,734 | 29,063 | 22,478 | |||||||||||||||||||
| Acquisition and integration costs | 14,182 | — | 21,212 | — | |||||||||||||||||||
| Depreciation and amortization expense | 8,833 | 1,545 | 11,898 | 3,876 | |||||||||||||||||||
| Total costs and expenses | 101,601 | 47,960 | 177,000 | 105,398 | |||||||||||||||||||
| Operating loss | (42,748) | (19,738) | (64,917) | (31,667) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest (expense) income, net | (3,078) | (10) | (6,123) | 274 | |||||||||||||||||||
| Change in fair value of contingent consideration | (1,480) | — | (1,480) | — | |||||||||||||||||||
| Foreign currency (loss) gain | — | (10) | 319 | (1,896) | |||||||||||||||||||
| Total other expense | (4,558) | (20) | (7,284) | (1,622) | |||||||||||||||||||
| Loss before income taxes | (47,306) | (19,758) | (72,201) | (33,289) | |||||||||||||||||||
| Income tax benefit | — | — | — | — | |||||||||||||||||||
| Net loss | (47,306) | (19,758) | (72,201) | (33,289) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (47,306) | $ | (19,758) | $ | (72,201) | $ | (33,289) | |||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (1.43) | $ | (0.73) | $ | (2.32) | $ | (1.24) | |||||||||||||||
| Weighted-average common shares outstanding, basic and diluted | 32,977 | 27,072 | 31,145 | 26,898 | |||||||||||||||||||
CARDLYTICS, INC.
STOCK-BASED COMPENSATION EXPENSE (UNAUDITED)
(Amounts in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Delivery costs | $ | 521 | $ | 357 | $ | 830 | $ | 532 | |||||||||||||||
| Sales and marketing expense | 3,655 | 2,567 | 6,087 | 3,836 | |||||||||||||||||||
| Research and development expense | 2,448 | 1,401 | 3,962 | 2,004 | |||||||||||||||||||
| General and administrative expense | 6,713 | 4,783 | 9,706 | 6,861 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 13,337 | $ | 9,108 | $ | 20,585 | $ | 13,233 | |||||||||||||||
CARDLYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
| Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (72,201) | $ | (33,289) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Credit loss expense | 1,156 | 1,326 | |||||||||
| Depreciation and amortization | 11,898 | 3,876 | |||||||||
| Amortization of financing costs charged to interest expense | 448 | 48 | |||||||||
| Accretion of debt discount and non-cash interest expense | 4,680 | — | |||||||||
| Amortization of right-of-use assets | 2,354 | 1,731 | |||||||||
| Stock-based compensation expense | 20,585 | 13,233 | |||||||||
| Change in fair value of contingent consideration | 1,480 | — | |||||||||
| Other non-cash expense, net | (279) | 2,073 | |||||||||
| Amortization of deferred implementation costs | 1,612 | 1,999 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | 10,209 | 42,460 | |||||||||
| Prepaid expenses and other assets | (1,896) | (603) | |||||||||
| Accounts payable | 2,021 | (163) | |||||||||
| Other accrued expenses | 2,021 | (6,922) | |||||||||
| Partner Share liability | (8,768) | (22,665) | |||||||||
| Consumer Incentive liability | (2,830) | (10,748) | |||||||||
| Net cash used in operating activities | (27,510) | (7,644) | |||||||||
| Investing activities | |||||||||||
| Acquisition of property and equipment | (1,790) | (1,225) | |||||||||
| Acquisition of patents | (58) | (30) | |||||||||
| Capitalized software development costs | (4,431) | (2,132) | |||||||||
| Business acquisition, net of cash acquired | (494,131) | — | |||||||||
| Net cash used in investing activities | (500,410) | (3,387) | |||||||||
| Financing activities | |||||||||||
| Principal payments of debt | (11) | (11) | |||||||||
| Proceeds from issuance of common stock | 485,690 | 5,435 | |||||||||
| Deferred equity issuance costs | (190) | — | |||||||||
| Debt issuance costs | (86) | (13) | |||||||||
| Net cash received from financing activities | 485,403 | 5,411 | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (118) | (492) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | (42,635) | (6,112) | |||||||||
| Cash, cash equivalents, and restricted cash — Beginning of period | 293,349 | 104,587 | |||||||||
| Cash, cash equivalents, and restricted cash — End of period | $ | 250,714 | $ | 98,475 | |||||||
CARDLYTICS, INC.
SUMMARY OF GAAP AND NON-GAAP RESULTS (UNAUDITED)
(Dollars in thousands)
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ | % | 2021 | 2020 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Billings(1) | $ | 85,337 | $ | 39,521 | $ | 45,816 | 116 | % | $ | 161,654 | $ | 107,297 | $ | 54,357 | 51 | % | |||||||||||||||||||||||||||||||
| Consumer Incentives | 26,484 | 11,299 | 15,185 | 134 | 49,571 | 33,566 | 16,005 | 48 | |||||||||||||||||||||||||||||||||||||||
| Revenue | 58,853 | 28,222 | 30,631 | 109 | 112,083 | 73,731 | 38,352 | 52 | |||||||||||||||||||||||||||||||||||||||
Adjusted Partner Share and other third-party costs(1) | 29,223 | 15,820 | 13,403 | 85 | 58,112 | 40,950 | 17,162 | 42 | |||||||||||||||||||||||||||||||||||||||
Adjusted contribution(1) | 29,630 | 12,402 | 17,228 | 139 | 53,971 | 32,781 | 21,190 | 65 | |||||||||||||||||||||||||||||||||||||||
| Delivery costs | 5,748 | 3,499 | 2,249 | 64 | 9,686 | 6,905 | 2,781 | 40 | |||||||||||||||||||||||||||||||||||||||
| Deferred implementation costs | 730 | 991 | (261) | (26) | 1,612 | 1,999 | (387) | (19) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 23,152 | $ | 7,912 | $ | 15,240 | 193 | % | $ | 42,673 | $ | 23,877 | $ | 18,796 | 79 | % | |||||||||||||||||||||||||||||||
| Net loss | $ | (47,306) | $ | (19,758) | $ | (27,548) | 139 | % | $ | (72,201) | $ | (33,289) | $ | (38,912) | 117 | % | |||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | (5,666) | $ | (7,693) | $ | 2,027 | (26) | % | $ | (9,610) | $ | (11,676) | $ | 2,066 | (18) | % | |||||||||||||||||||||||||||||||
(1)Billings, adjusted Partner Share and other third-party costs, adjusted contribution and adjusted EBITDA are non-GAAP measures. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented below under the headings "Reconciliation of GAAP Revenue to Billings", "Reconciliation of GAAP Gross Profit to Adjusted Contribution" and "Reconciliation of GAAP Net Loss to Adjusted EBITDA."
CARDLYTICS, INC.
RECONCILIATION OF GAAP REVENUE TO BILLINGS (UNAUDITED)
(Amounts in thousands)
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 56,763 | $ | 2,090 | $ | 58,853 | $ | 109,993 | $ | 2,090 | $ | 112,083 | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Consumer Incentives | 26,484 | — | 26,484 | 49,571 | — | 49,571 | |||||||||||||||||||||||||||||
| Billings | $ | 83,247 | $ | 2,090 | $ | 85,337 | $ | 159,564 | $ | 2,090 | $ | 161,654 | |||||||||||||||||||||||
| Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 28,222 | $ | — | $ | 28,222 | $ | 73,731 | $ | — | $ | 73,731 | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Consumer Incentives | 11,299 | — | 11,299 | 33,566 | — | 33,566 | |||||||||||||||||||||||||||||
| Billings | $ | 39,521 | $ | — | $ | 39,521 | $ | 107,297 | $ | — | $ | 107,297 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION (UNAUDITED)
(Amounts in thousands)
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 56,763 | $ | 2,090 | $ | 58,853 | $ | 109,993 | $ | 2,090 | $ | 112,083 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | 29,890 | 63 | 29,953 | 59,661 | 63 | 59,724 | |||||||||||||||||||||||||||||
Delivery costs(1) | 4,837 | 911 | 5,748 | 8,775 | 911 | 9,686 | |||||||||||||||||||||||||||||
| Gross profit | 22,036 | 1,116 | 23,152 | 41,557 | 1,116 | 42,673 | |||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
Delivery costs(1) | 4,837 | 911 | 5,748 | 8,775 | 911 | 9,686 | |||||||||||||||||||||||||||||
Deferred implementation costs(2) | 730 | — | 730 | 1,612 | — | 1,612 | |||||||||||||||||||||||||||||
| Adjusted contribution | $ | 27,603 | $ | 2,027 | $ | 29,630 | $ | 51,944 | $ | 2,027 | $ | 53,971 | |||||||||||||||||||||||
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.5 million and $0.8 million for the three and six months ended June 30, 2021, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | $ | 29,890 | $ | 63 | $ | 29,953 | $ | 59,661 | $ | 63 | $ | 59,724 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Deferred implementation costs | 730 | — | 730 | 1,612 | — | 1,612 | |||||||||||||||||||||||||||||
| Adjusted Partner Share and other third-party costs | $ | 29,160 | $ | 63 | $ | 29,223 | $ | 58,049 | $ | 63 | $ | 58,112 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION (UNAUDITED)
(Amounts in thousands)
| Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 28,222 | $ | — | $ | 28,222 | $ | 73,731 | $ | — | $ | 73,731 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | 16,811 | — | 16,811 | 42,949 | — | 42,949 | |||||||||||||||||||||||||||||
Delivery costs(1) | 3,499 | — | 3,499 | 6,905 | — | 6,905 | |||||||||||||||||||||||||||||
| Gross profit | 7,912 | — | 7,912 | 23,877 | — | 23,877 | |||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
Delivery costs(1) | 3,499 | — | 3,499 | 6,905 | — | 6,905 | |||||||||||||||||||||||||||||
Deferred implementation costs(2) | 991 | — | 991 | 1,999 | — | 1,999 | |||||||||||||||||||||||||||||
| Adjusted contribution | $ | 12,402 | $ | — | $ | 12,402 | $ | 32,781 | $ | — | $ | 32,781 | |||||||||||||||||||||||
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.4 million and $0.5 million for the three and six months ended June 30, 2020, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
| Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | $ | 16,811 | $ | — | $ | 16,811 | $ | 42,949 | $ | — | $ | 42,949 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Deferred implementation costs | 991 | — | 991 | 1,999 | — | 1,999 | |||||||||||||||||||||||||||||
| Adjusted Partner Share and other third-party costs | $ | 15,820 | $ | — | $ | 15,820 | $ | 40,950 | $ | — | $ | 40,950 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA (UNAUDITED)
(Amounts in thousands)
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Net loss | $ | (45,328) | $ | (1,978) | $ | (47,306) | $ | (70,223) | $ | (1,978) | $ | (72,201) | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | 3,078 | — | 3,078 | 6,123 | — | 6,123 | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | 7,092 | 1,741 | 8,833 | 10,157 | 1,741 | 11,898 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | 13,179 | 158 | 13,337 | 20,427 | 158 | 20,585 | |||||||||||||||||||||||||||||
| Foreign currency gain | — | — | — | (319) | — | (319) | |||||||||||||||||||||||||||||
| Deferred implementation costs | 730 | — | 730 | 1,612 | — | 1,612 | |||||||||||||||||||||||||||||
| Acquisition and integration costs | 14,114 | 68 | 14,182 | 21,144 | 68 | 21,212 | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 1,480 | — | 1,480 | 1,480 | — | 1,480 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (5,655) | $ | (11) | $ | (5,666) | $ | (9,599) | $ | (11) | $ | (9,610) | |||||||||||||||||||||||
| Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Net loss | $ | (19,758) | $ | — | $ | (19,758) | $ | (33,289) | $ | — | $ | (33,289) | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Interest expense (income), net | 10 | — | 10 | (274) | — | (274) | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | 1,545 | — | 1,545 | 3,876 | — | 3,876 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | 9,108 | — | 9,108 | 13,233 | — | 13,233 | |||||||||||||||||||||||||||||
| Foreign currency loss | 8 | — | 8 | 1,894 | — | 1,894 | |||||||||||||||||||||||||||||
| Deferred implementation costs | 991 | — | 991 | 1,999 | — | 1,999 | |||||||||||||||||||||||||||||
| Restructuring costs | 403 | — | 403 | 885 | — | 885 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (7,693) | $ | — | $ | (7,693) | $ | (11,676) | $ | — | $ | (11,676) | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
AND NON-GAAP NET LOSS PER SHARE (UNAUDITED)
(Amounts in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss | $ | (47,306) | $ | (19,758) | $ | (72,201) | $ | (33,289) | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Stock-based compensation expense | 13,337 | 9,108 | 20,585 | 13,233 | |||||||||||||||||||
| Foreign currency loss (gain) | — | 8 | (319) | 1,894 | |||||||||||||||||||
| Acquisition and integration costs | 14,182 | — | 21,212 | — | |||||||||||||||||||
| Amortization of acquired intangibles | 5,522 | — | 6,511 | — | |||||||||||||||||||
Change in fair value of contingent consideration | 1,480 | — | 1,480 | — | |||||||||||||||||||
| Restructuring costs | — | 403 | — | 885 | |||||||||||||||||||
| Non-GAAP net loss | $ | (12,785) | $ | (10,239) | $ | (22,732) | $ | (17,277) | |||||||||||||||
| Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: | |||||||||||||||||||||||
| GAAP weighted-average common shares outstanding, diluted | 32,977 | 27,072 | 31,145 | 26,898 | |||||||||||||||||||
| Non-GAAP net loss per share attributable to common stockholders, diluted | $ | (0.39) | $ | (0.38) | $ | (0.73) | $ | (0.64) | |||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF FORECASTED GAAP REVENUE TO BILLINGS (UNAUDITED)
(Amounts in thousands)
| Q3 2021 Guidance | |||||
| Revenue | $57.0 - $66.0 | ||||
| Plus: | |||||
| Consumer Incentives | $28.0 - $29.0 | ||||
| Billings | $85.0 - $95.0 | ||||
Contacts:
Public Relations:
Angie Amberg
Cardlytics, Inc.
aamberg@cardlytics.com
Investor Relations:
Robert Robinson
Corporate Development & IR
(256) 653-2097
ir@cardlytics.com
William Maina
ICR, Inc.
(646) 277-1236
ir@cardlytics.com
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