cdlx-20220301
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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): March 1, 2022
 
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CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3838626-3039436
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
675 Ponce de Leon Avenue NE, Suite 6000AtlantaGeorgia30308
(Address of principal executive offices, including zip code)
(888)798-5802
(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 classTrading symbolName of each exchange on which registered
Common StockCDLXThe Nasdaq Stock Market LLC
 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 March 1, 2022, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 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 REGULATION FD DISCLOSURE.
On March 1, 2022, 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:March 1, 2022By:/s/ Andrew Christiansen
  Andrew Christiansen
  
Chief Financial Officer
(Principal Financial and Accounting Officer)


Document

Exhibit 99.1
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Cardlytics Announces Fourth Quarter and Fiscal Year 2021 Financial Results
Atlanta, GA – March 1, 2022 – Cardlytics, Inc., (NASDAQ: CDLX), an advertising platform in banks' digital channels, today announced financial results for the fourth quarter and fiscal year ended December 31, 2021. Supplemental information is available on the Investor Relations section of the Cardlytics' website at http://ir.cardlytics.com/.
“We are really pleased with our Q4 results, which exceeded the high end of our guidance for billings, revenue and adjusted contribution. The strong performance comes as we continue to make progress across our strategic priorities,” said Lynne Laube, CEO & Co Founder of Cardlytics. “Our Q4 results reflect year-over-year growth across all of our advertiser verticals, and growth over 2019 in every vertical except travel. Each sales vertical contributed to Cardlytics achieving its highest billings quarter ever in Q4.”
“For the year, our expectation is that a consistent, broad recovery across all verticals would enable us to exceed our expected long-term growth rate target of 30%,” said Andy Christiansen, CFO of Cardlytics. “We are confident that we have a strong business model and we believe that the steps we are taking to expand our range of offerings and addressable markets will prove to be highly beneficial to us, our bank partners and their customers.”
Fourth Quarter 2021 Financial Results
Total revenue was $90.0 million, an increase of 34.2%, compared to $67.1 million in the fourth quarter of 2020.
Net loss attributable to common stockholders was $(11.8) million, or $(0.35) per diluted share, based on 33.4 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(6.8) million, or $(0.24) per diluted share, based on 27.7 million weighted-average common shares outstanding in the fourth quarter of 2020.
Non-GAAP net loss was $(5.0) million, or $(0.15) per diluted share, based on 33.4 million weighted-average common shares outstanding, compared to a non-GAAP net loss of $(1.5) million, or $(0.05) per diluted share, based on 27.7 million weighted-average common shares outstanding in the fourth quarter of 2020.
Billings, a non-GAAP metric, was $134.0 million, an increase of 42.6%, compared to $94.0 million in the fourth quarter of 2020.
Adjusted contribution, a non-GAAP metric, was $44.0 million, an increase of 48.5%, compared to $29.7 million in the fourth quarter of 2020.
Adjusted EBITDA, a non-GAAP metric, was $2.6 million, a decrease of $1.9 million, compared to $4.5 million in the fourth quarter of 2020.
Fiscal Year 2021 Financial Results
Total revenue was $267.1 million, an increase of 42.9%, compared to $186.9 million in 2020.
Net loss attributable to common stockholders was $(128.6) million, or $(3.99) per diluted share, based on 32.2 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(55.4) million, or $(2.04) per diluted share, based on 27.2 million weighted-average common shares outstanding in 2020.
Non-GAAP net loss was $(38.7) million, or $(1.20) per diluted share, based on 32.2 million weighted-average common shares outstanding, compared to a loss of $(23.3) million, or $(0.85) per diluted share, based on 27.2 million weighted-average common shares outstanding in 2020.
Billings, a non-GAAP metric, was $394.1 million, an increase of 49.6%, compared to $263.4 million in 2020.
Adjusted contribution, a non-GAAP metric, was $129.6 million, an increase of 57.7%, compared to $82.2 million in 2020.
Adjusted EBITDA, a non-GAAP metric, was a loss of $(12.2) million, a decrease of $(4.4) million, compared to a loss of $(7.8) million in 2020.



Key Metrics
Cardlytics MAUs in the quarter were 175.4 million, an increase of 7.2%, compared to 163.6 million in the fourth quarter of 2020. For full year 2021, Cardlytics MAUs were 170.9 million, an increase of 9.7%, compared to 155.8 million in 2020.
Cardlytics ARPU in the quarter was $0.49, an increase of 19.5%, compared to $0.41 in the fourth quarter of 2020. For full year 2021, Cardlytics ARPU was $1.51, an increase of 25.9%, compared to $1.20 in 2020.
Bridg ARR was $15.3 million in the fourth quarter of 2021, compared to $12.7 million in the third quarter of 2021.
Definitions of MAUs, ARPU and ARR are included below under the caption “Non-GAAP Measures and Other Performance Metrics.”
Earnings Teleconference Information
Cardlytics will discuss its fourth quarter and fiscal year 2021 financial results during a teleconference today, March 1, 2022, 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# 4148496. A replay of the conference call will be available through 8:00 PM ET / 5:00 PM PT on March 8, 2022 at (855) 859-2056 (domestic) or (404) 537-3406 (international). The replay passcode is 4148496. 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 rewards programs that promote customer loyalty and deepen 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, Los Angeles, San Francisco, Austin, Detroit and Visakhapatnam. 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 exceeding our long-term growth rate target of 30% for 2022, a recovery across verticals, the potential benefits of expanding our range of offerings and addressable markets and continuing progress across our strategic priorities. 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, Bridg and Entertainment with our company; risks related to our substantial dependence on our Cardlytics platform; 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; 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-K filed with the Securities and Exchange Commission on March 1, 2022 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 platforms 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. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain FI partners are not added back to net loss in order to calculate adjusted EBITDA. We define non-GAAP net loss 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. We define non-GAAP net loss per share as non-GAAP net loss divided by our weighted-average common shares outstanding, diluted.
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.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
December 31,
20212020
Assets
Current assets:
Cash and cash equivalents$233,467 $293,239 
Restricted cash95 110 
Accounts receivable and contract assets, net111,085 81,249 
Other receivables6,097 5,306 
Prepaid expenses and other assets7,981 5,687 
Total current assets358,725 385,591 
Long-term assets:
Property and equipment, net11,273 13,865 
Right-of-use assets under operating leases, net10,196 10,764 
Intangible assets, net125,550 447 
Goodwill742,516 — 
Capitalized software development costs, net13,131 6,299 
Deferred implementation costs, net— 3,785 
Other long-term assets, net2,406 1,786 
Total assets$1,263,797 $422,537 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$4,619 $1,363 
Accrued liabilities:
Accrued compensation12,136 7,582 
Accrued expenses19,620 5,515 
Partner Share liability46,595 37,457 
Consumer Incentive liability52,602 24,290 
Deferred revenue3,280 349 
Current operating lease liabilities6,028 4,718 
Current contingent consideration182,470 — 
Total current liabilities327,350 81,274 
Long-term liabilities:
Convertible senior notes, net184,398 174,011 
Long-term deferred revenue173 — 
Long-term operating lease liabilities6,801 9,381 
Long-term contingent consideration49,825 — 
Other long-term liabilities4,550 679 
Total liabilities573,097 265,345 
Stockholders’ equity:
Common stock
Additional paid-in capital1,212,823 551,429 
Accumulated other comprehensive (loss) income486 (192)
Accumulated deficit(522,618)(394,053)
Total stockholders’ equity690,700 157,192 
Total liabilities and stockholders’ equity$1,263,797 $422,537 
CARDLYTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share amounts)
 Three Months Ended December 31,Year Ended December 31,
 2021202020212020
Revenue$90,049 $67,082 $267,116 $186,892 
Costs and expenses:
Partner Share and other third-party costs47,459 38,388 141,273 109,308 
Delivery costs6,427 3,907 22,503 14,310 
Sales and marketing expense18,998 12,503 65,996 45,307 
Research and development expense11,811 5,087 38,104 17,532 
General and administration expense17,085 11,297 66,222 46,532 
Acquisition and integration costs1,446 — 24,372 — 
Change in fair value of contingent consideration(6,367)— 1,374 — 
Depreciation and amortization expense9,598 2,017 29,871 7,826 
Total costs and expenses106,457 73,199 389,715 240,815 
Operating loss(16,408)(6,116)(122,599)(53,923)
Other (expense) income:
Interest expense, net(3,247)(3,039)(12,563)(3,048)
Foreign currency (loss) gain(43)2,378 (1,267)1,549 
Total other expense(3,290)(661)(13,830)(1,499)
Loss before income taxes(19,698)(6,777)(136,429)(55,422)
Income tax benefit7,864 — 7,864 — 
Net loss(11,834)(6,777)(128,565)(55,422)
Net loss attributable to common stockholders$(11,834)$(6,777)$(128,565)$(55,422)
Net loss per share attributable to common stockholders, basic and diluted$(0.35)$(0.24)$(3.99)$(2.04)
Weighted-average common shares outstanding, basic and diluted33,393 27,705 32,202 27,213 


CARDLYTICS, INC.
STOCK-BASED COMPENSATION EXPENSE
(Amounts in thousands)
 Three Months Ended December 31,Year Ended December 31,
 2021202020212020
Delivery costs$482 $283 $1,865 $1,181 
Sales and marketing expense3,852 2,230 13,780 9,857 
Research and development expense3,197 1,200 10,328 4,713 
General and administration expense5,318 3,871 24,291 16,645 
Total stock-based compensation expense$12,849 $7,584 $50,264 $32,396 



CARDLYTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 Year Ended December 31,
 20212020
Operating activities
Net loss$(128,565)$(55,422)
Adjustments to reconcile net loss to net cash used in operating activities:
Credit loss expense1,702 1,196 
Depreciation and amortization29,871 7,826 
Amortization of financing costs charged to interest expense968 312 
Accretion of debt discount and non-cash interest expense9,513 2,486 
Amortization of right-of-use assets5,783 3,766 
Stock-based compensation expense50,264 32,396 
Change in fair value of contingent consideration1,374 — 
Other non-cash expense (income), net1,343 (1,003)
Deferred implementation costs3,785 4,598 
Income tax benefit(7,864)— 
Change in operating assets and liabilities:
Accounts receivable(27,936)(2,396)
Prepaid expenses and other assets(1,466)(65)
Accounts payable1,260 16 
Other accrued expenses(905)(1,238)
Partner Share liability9,139 (4,499)
Customer Incentive liability13,211 4,429 
Net cash used in operating activities(38,523)(7,598)
Investing activities
Acquisition of property and equipment(3,108)(5,408)
Acquisition of patents(133)(76)
Capitalized software development costs(9,323)(4,633)
Business acquisitions, net of cash acquired(494,131)— 
Net cash used in investing activities(506,695)(10,117)
Financing activities
Principal payments of debt— (23)
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $6,900— 223,100 
Purchase of capped calls related to convertible senior notes— (26,450)
Proceeds from issuance of common stock486,388 10,185 
Deferred equity issuance costs(190)— 
Debt issuance costs(200)(382)
Net cash received from financing activities485,998 206,430 
Effect of exchange rates on cash, cash equivalents and restricted cash(567)47 
Net (decrease) increase in cash, cash equivalents and restricted cash(59,787)188,762 
Cash, cash equivalents, and restricted cash — Beginning of period293,349 104,587 
Cash, cash equivalents, and restricted cash — End of period$233,562 $293,349 

CARDLYTICS, INC.
SUMMARY OF GAAP AND NON-GAAP RESULTS
(Dollars in thousands)
 Three Months Ended December 31,ChangeYear Ended December 31,Change
 20212020$%20212020$%
Billings(1)
$133,973 $93,965 $40,008 43 %$394,075 $263,355 $130,720 50 %
Consumer Incentives43,924 26,883 17,041 63 126,959 76,463 50,496 66 
Revenue90,049 67,082 22,967 34 267,116 186,892 80,224 43 
Adjusted Partner Share and other third-party costs(1)
46,017 37,430 8,587 23 137,488 104,710 32,778 31 
Adjusted contribution(1)
44,032 29,652 14,380 48 129,628 82,182 47,446 58 
Delivery costs6,427 3,9072,520 64 22,50314,310 8,193 57 
Deferred implementation costs1,442 958 484 51 3,785 4,598 (813)(18)
Gross profit$36,163 $24,787 $11,376 46 %$103,340 $63,274 $40,066 63 %
Net loss$(11,834)$(6,777)$(5,057)75 %$(128,565)$(55,422)$(73,143)132 %
Adjusted EBITDA(1)
$2,560 $4,491 $(1,931)(43)%$(12,220)$(7,780)$(4,440)57 %
(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
(Amounts in thousands)

Three Months Ended
December 31, 2021
Three Months Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Revenue$86,686 $3,363 $90,049 $67,082 $— $67,082 
Plus:
Consumer Incentives43,924 — 43,924 26,883 — 26,883 
Billings$130,610 $3,363 $133,973 $93,965 $— $93,965 

Year Ended
December 31, 2021
Year Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Revenue$258,754 $8,362 $267,116 $186,892 $— $186,892 
Plus:
Consumer Incentives126,959 — 126,959 76,463 — 76,463 
Billings$385,713 $8,362 $394,075 $263,355 $— $263,355 

CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION
(Amounts in thousands)

Three Months Ended
December 31, 2021
Three Months Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Revenue$86,686 $3,363 $90,049 $67,082 $— $67,082 
Minus:
Partner Share and other third-party costs47,274 185 47,459 38,388 — 38,388 
Delivery costs(1)
4,618 1,809 6,427 3,907 — 3,907 
Gross profit34,794 1,369 36,163 24,787 — 24,787 
Plus:
Delivery costs(1)
4,618 1,809 6,427 3,907 — 3,907 
Deferred implementation costs(2)
1,442 — 1,442 958 — 958 
Adjusted contribution$40,854 $3,178 $44,032 $29,652 $— $29,652 
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.5 million and $0.3 million for the three months ended December 31, 2021 and 2020, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
Three Months Ended
December 31, 2021
Three Months Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Partner Share and other third-party costs$47,274 $185 $47,459 $38,388 $— $38,388 
Minus:
Deferred implementation costs1,442 — 1,442 958 — 958 
Adjusted Partner Share and other third-party costs$45,832 $185 $46,017 $37,430 $— $37,430 


CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION
(Amounts in thousands)

Year Ended
December 31, 2021
Year Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Revenue$258,754 $8,362 $267,116 $186,892 $— $186,892 
Minus:
Partner Share and other third-party costs140,864 409 141,273 109,308 — 109,308 
Delivery costs(1)
18,111 4,392 22,503 14,310 — 14,310 
Gross profit99,779 3,561 103,340 63,274 — 63,274 
Plus:
Delivery costs(1)
18,111 4,392 22,503 14,310 — 14,310 
Deferred implementation costs(2)
3,785 — 3,785 4,598 — 4,598 
Adjusted contribution$121,675 $7,953 $129,628 $82,182 $— $82,182 
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $1.9 million and $1.2 million for the twelve months ended December 31, 2021 and 2020, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
Year Ended
December 31, 2021
Year Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Partner Share and other third-party costs$140,864 $409 $141,273 $109,308 $— $109,308 
Minus:
Deferred implementation costs3,785 — 3,785 4,598 — 4,598 
Adjusted Partner Share and other third-party costs$137,079 $409 $137,488 $104,710 $— $104,710 










CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(Amounts in thousands)

Three Months Ended
December 31, 2021
Three Months Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Net loss$(11,758)$(76)$(11,834)$(6,777)$— $(6,777)
Plus:
Income tax benefit(2,302)(5,562)(7,864)— — — 
Interest expense, net3,247 — 3,247 3,039 — 3,039 
Depreciation and amortization expense6,774 2,824 9,598 2,017 — 2,017 
Stock-based compensation expense11,168 1,681 12,849 7,584 — 7,584 
Foreign currency loss (gain)43 — 43 (2,377)— (2,377)
Deferred implementation costs1,442 — 1,442 958 — 958 
Restructuring costs— — — 47 — 47 
Acquisition and integration costs1,616 (170)1,446 — — — 
Change in fair value of contingent consideration(6,367)— (6,367)— — — 
Adjusted EBITDA$3,863 $(1,303)$2,560 $4,491 $— $4,491 

Year Ended
December 31, 2021
Year Ended
December 31, 2020
 Cardlytics PlatformBridg PlatformConsolidatedCardlytics PlatformBridg PlatformConsolidated
Net loss$(121,455)$(7,110)$(128,565)$(55,422)$— $(55,422)
Plus:
Income tax benefit(2,302)(5,562)(7,864)— — — 
Interest expense, net12,563 — 12,563 3,048 — 3,048 
Depreciation and amortization expense22,485 7,386 29,871 7,826 — 7,826 
Stock-based compensation expense47,222 3,042 50,264 32,396 — 32,396 
Foreign currency loss (gain)1,267 — 1,267 (1,549)— (1,549)
Deferred implementation costs3,785 — 3,785 4,598 — 4,598 
Restructuring costs713 — 713 1,323 — 1,323 
Acquisition and integration costs24,380 (8)24,372 — — — 
Change in fair value of contingent consideration1,374 — 1,374 — — — 
Adjusted EBITDA$(9,968)$(2,252)$(12,220)$(7,780)$— $(7,780)









CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS AND NON-GAAP NET LOSS PER SHARE
(Amounts in thousands except per share amounts)

 Three Months Ended December 31,Year Ended December 31,
 2021202020212020
Net loss$(11,834)$(6,777)$(128,565)$(55,422)
Plus:
Stock-based compensation expense12,849 7,584 50,264 32,396 
Foreign currency loss (gain)43 (2,377)1,267 (1,549)
Acquisition and integration costs1,446 — 24,372 — 
Amortization of acquired intangibles6,703 — 19,712 — 
Change in fair value of contingent consideration(6,367)— 1,374 — 
Restructuring costs— 47 713 1,323 
Income tax benefit$(7,864)$— $(7,864)$— 
Non-GAAP net loss$(5,024)$(1,523)$(38,727)$(23,252)
Weighted-average number of shares of common stock used in computing non-GAAP net loss per share:
Non-GAAP weighted-average common shares outstanding, diluted33,393 27,705 32,202 27,231 
Non-GAAP net loss per share attributable to common stockholders, diluted$(0.15)$(0.05)$(1.20)$(0.85)





Contacts:
Public Relations:
Angie Amberg
Cardlytics, Inc.
aamberg@cardlytics.com

Investor Relations:
Robert Robinson
Corporate Development & IR
ir@cardlytics.com


earnings_sdxq42021xvf
CARDLYTICS Q4 2021 Earnings Presentation March 1, 2022


 
Disclaimer This presentation includes forward-looking statements. All statements contained in this presentation other than statements of historical facts, including statements regarding expectations about future financial performance or results of Cardlytics, Inc. (“Cardlytics,” “we,” “us,” or “our) including the potential benefits of our acquisitions of Dosh, Bridg and Entertainment, the anticipated impact of our strategic initiatives to create shareholder value and growth in MAUs and ARPU are forward looking statements. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the 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 sustain our revenue and billings growth; risks related the integration of Dosh, Bridg and Entertainment with our company; risks related to our substantial dependence on our Cardlytics platform product; risks related to our substantial dependence on JPMorgan Chase Bank, National Association (“Chase”), Bank of America, National Association (“Bank of America”), Wells Fargo Bank, National Association (“Wells Fargo”) and a limited number of other financial institution (“FI”) partners; risks related to our ability to maintain relationships with Chase, Bank of America and Wells Fargo; 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, which include FI partners and merchant data 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-K filed with the Securities and Exchange Commission on March 1, 2022. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this presentation to conform these statements to actual results or revised expectations, except as required by law. In addition to U.S. GAAP financial information, this presentation includes billings, adjusted contribution, adjusted Partner Share and other third-party costs, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net loss and non-GAAP net loss per share, each of which is a non-GAAP financial measure. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Reconciliations of billings, adjusted contribution, adjusted Partner Share and other third-party costs, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net loss and non-GAAP net loss per share to the most directly comparable GAAP measures are included in the appendix to this presentation. Please see appendix for definitions.


 
01 Company overview


 
© 2021 Cardlytics 4 We power a native ad platform in our partners’ digital channels.


 
Cardlytics provides a scaled solution based on purchase intelligence 175M+ Monthly Active Users(1) $3.7T+ in Annual Spend(2) 1 in 2 U.S. Purchase Transactions(3) Distinctive benefits for marketers + Reach valuable banking customers + Operate in a brand-safe, privacy-protected, trusted digital channel + Market to the most valuable customers based on their actual spending + Drive in-store and online traffic + Closed-loop solution measures marketing results to the penny


 
Cardlytics is focused on five strategic initiatives to create shareholder value + 50% of MAUs connected to new ad server by year end of 2022 + Increasing adoption by agency, middle market and SMB clients Drive long-term growth & operating leverage + Upgraded UI / UX for more content and better offer constructs, and engagement solutions to drive engagement and spend Ad server and ads manager adoption + Product-level offers across wider retail to provide advertisers enhanced flexibility and optionality Next gen customer experience + Scaled product-level offers from leading brands with a friction-free customer experience Product & category offers + Cash flow positive by the end of 2023 with continued self-funding of growth initiatives Grocery & CPG at scale


 
Dosh overview Converting high-value customers on behalf of new advertiser and fintech partners while helping more consumers save money Innovative platform Partnerships with long-term potential New advertising solutions + Dosh’s technology complements Cardlytics’ product and technology roadmap + Modern, efficient platform that can quickly integrate with neo-banks, fintechs, smaller banks, and consumer-facing organizations + Dosh brings partnerships with multiple neo-banks and fintech players, including Venmo, Betterment and Ellevest + Increased exposure with millennial and younger consumer audiences + Potential to enable new content desired by existing partners, such as travel and local offers + Unique ways for advertisers to connect directly with consumers Customer engagement + A test and learn DTC app to better understand engagement and drive advertiser ROI + Results utilized by partners to drive faster scaled deployments Founded: 2016 | HQ: Austin, TX


 
Bridg overview A customer data platform working with leading retailers to help them understand and reach customers using product-level insights Product-level Insights that differentiate from CDP peers Partnerships with leading businesses Potential new advertising solutions + Access to SKU and UPC data through its client relationships + Connects to merchant’s point-of-sale through proprietary technology + Capable of connecting to most point of sale systems in the U.S. + Ability to ingest, clean and categorize product-level data to create usable insights + Strong relationships in the restaurant vertical + Expansion into retail and grocery with several key contracts signed in 2020 and 2021 + Ability to target on other digital media platforms, including Cardlytics + Potential to enable product-level offers for partners + Once integrated, Bridg could move to deterministic modeling + Possibility for measurement business Privacy focused + Built from the ground up to protect consumer privacy and security + Not reliant on cookies or other sources for data ingestion + Personal data never leaves the platform and is never sold Founded: 2010 | HQ: Los Angeles, CA


 
Entertainment overview A recognized leader in premium local offers with relationships across thousands of local advertisers and a team with deep experience in the mid-market and small business sectors New offer capabilities Engagement improvement Scalable content acquisition machine + High-value middle market and local business content + Merchants located in nearly every U.S. MSA covering ~95% of the population + Offers available after banks launch the ad server and evolve the user experience + Local content at scale improves customer engagement & loyalty + Unique offer designs can drive specific consumer behaviors + Drives meaningful value back to customers + Recognized leading ‘discount offers’ brand + Solely focused on mid-market and small business logos + Management and content acquisition team with nearly 20 years’ experience Founded: 1962 | HQ: Detroit, MI


 
02 Financial information & operating metrics


 
$17.6 $21.8 $24.7 $31.0 $20.4 $12.4 $19.7 $29.7 $24.3 $29.6 $31.6 $44.0 $36.0 $48.7 $56.4 $69.3 $45.5 $28.2 $46.1 $67.1 $53.2 $58.9 $65.0 $90.0 $58.6 $73.8 $82.8 $100.9 $67.8 $39.5 $62.1 $94.0 $76.3 $85.3 $98.4 $134.0 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21 Trended consolidated results Q4 Adj. Contribution 48.5% y/y Q4 Revenue 34.2% y/y Q4 Billings 42.6% y/y Revenue Adj. Contribution(1) Billings(1)


 
Billings and adjusted contribution best reflect performance Billings Total in aggregate paid by marketers Consumer incentive Set by CDLX to achieve marketing objectives; can fluctuate based on desired outcome Enhanced consumer incentive Additional Consumer Incentives funded by our Partners GAAP revenue Recognized as Revenue; to be split between CDLX & our Partners Partner share Portion of Revenue shared with our Partners Adjusted contribution Amount retained by CDLX; net of Partner Share


 
Q4 2021 year-over-year consolidated results Consumer Incentives $26,883 $43,924 Adjusted Partner Share $46,017 $29,652 $44,032 BILLINGS REVENUE ADJ. CONTRIBUTION Adjusted Contribution 42.6% 34.2% 48.5% Q4 2020 Q4 2021 $37,430 Three Months Ended December 31 Change 2020 2021 $ % Billings(1) $93,965 $133,973 $40,008 42.6% Consumer Incentives 26,883 43,924 17,041 63.4% Revenue $67,082 $90,049 $22,967 34.2% Adjusted Partner Share and other third-party costs(1) 37,430 46,017 8,587 22.9% Adjusted contribution(1) $29,652 $44,032 $14,380 48.5% Delivery costs 3,907 6,427 2,520 64.5% Deferred implementation costs 958 1,442 484 50.5% Gross profit $24,787 $36,163 $11,376 45.9% Net loss ($6,777) ($11,834) ($5,057) (74.6%) Adjusted EBITDA(1) $4,491 $2,560 ($1,931) (43.0%)


 
Cardlytics platform advertiser spend by industry Advertising spend from agency accounts grew >100% during the fourth quarter of 2021 compared to the fourth quarter of 2020. Agency accounts represented >10% of total advertising spend during the fourth quarter of 2021 compared to >5% during the fourth quarter of 2020. % Change % of Total Advertiser Spend Three Months Ended December 31, 2021 Three Months Ended December 31, Industry vs 2020 vs 2019 2019 2020 2021 Grocery & Gas > 75% > 55% < 10% > 5% < 15% Restaurant > 5% > 0% > 25% > 30% > 15% Retail > 45% > 35% > 35% < 30% > 30% Travel & Entertainment > 60% < 45% > 15% < 10% < 10% Direct to Consumer > 25% > 125% < 15% > 25% < 30%


 
Cardlytics platform engagement metrics(1) There may be variation in future quarters due to factors such as global economic events, bank launches, new advertisers with significant spend, and growth in nascent or new verticals. Monthly log-in days(2) show that MAUs logged in 10 days per month in Q4 2021 versus 10 days per month in Q4 2020. Offer activation rates(2) show higher rates for small-ticket, volume- heavy offers versus large-ticket and subscription offers. Campaign spend ratios(2) show Cardlytics currently targets a small proportion of total MAU spend. + As budgets increase and more advertisers come onto the platform, more spend from MAUs can be targeted with offers. + There remains considerable room to target larger audiences in light of existing MAU engagement levels. Campaign Spend Ratios by Industry Offer Activation Rates by Industry Q4 2020 Q4 2021 Q4 2020 Q4 2021 3.67% 2.57% 4.69% 2.66% 6.65% 3.53% 2.87% 4.04% 2.55% 2.59% 3.65% 2.77% 6.32% 2.99% 2.86% 4.01% E-Comm Entertainment Grocery Other Restaurant Retail Subscription Travel 0.56% 0.77% 1.07% 0.45% 4.10% 1.60% 1.44% 1.51% 0.32% 1.24% 1.43% 0.09% 3.69% 2.26% 0.32% 3.21% E-Comm Entertainment Grocery Other Restaurant Retail Subscription Travel


 
Significant MAU increase precedes opportunity for expected billings growth and future ARPU expansion for the Cardlytics platform ARPU(1)MAUs(1) 108.5 120.1 128.3 133.4 140.8 157.2 161.6 163.6 168.5 167.6 170.6 175.4 $0.33 $0.40 $0.44 $0.52 $0.32 $0.18 $0.29 $0.41 $0.32 $0.34 $0.36 $0.49 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21


 
03 Appendix


 
Q4 2021 results Three Months Ended December 31, Change Year Ended December 31, Change 2021 2020 AMT % 2021 2020 AMT % Revenue $90,049 $67,082 $22,967 34.2% $267,116 $186,892 $80,224 42.9% Billings(1) 133,973 93,965 40,008 42.6% 394,075 263,355 130,720 49.6% Gross Profit 36,163 24,787 11,376 45.9% 103,340 63,274 40,066 63.3% Adjusted contribution(1) 44,032 29,652 14,380 48.5% 129,628 82,182 47,446 57.7% Net loss attributable to common stockholders (11,834) (6,777) (5,057) 74.6% (128,565) (55,422) (73,143) 132.0% Net loss per share (EPS) ($0.35) ($0.24) ($0.11) 43.1% ($3.99) ($2.04) ($1.95) 95.9% Adjusted EBITDA(1) $2,560 $4,491 ($1,931) (43.0%) ($12,220) ($7,780) ($4,440) 57.1% Adjusted EBITDA margin(1)(2) 2.8% 6.7% (3.9%) (57.5%) (4.6%) (4.2%) (0.4%) 9.9% Non-GAAP net loss(1) ($5,024) ($1,523) ($3,501) 229.9% ($38,727) ($23,252) ($15,475) 66.6% Non-GAAP net loss per share(1) ($0.15) ($0.05) ($0.10) 173.0% ($1.20) ($0.85) ($0.35) 40.4% Cardlytics MAUs (in millions) 175.4 163.6 11.8 7.2% 170.9 155.8 15.1 9.7% Cardlytics ARPU $0.49 $0.41 $0.08 19.5% $1.51 $1.20 $0.31 25.87% Bridg ARR $15,282 $ - $15,282 NM $15,282 $ - $15,282 NM


 
Reconciliation of GAAP revenue to billings Three Months Ended Mar 31, 2019 Jun 30, 2019 Sept 30, 2019 Dec 31, 2019 Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Cardlytics Platform Revenue $35,988 $48,730 $56,419 $69,293 $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 Plus: Consumer Incentives 22,562 25,046 26,373 31,642 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 Billings $58,550 $73,776 $82,792 $100,935 $67,776 $39,521 $62,093 $93,965 $76,317 $83,247 $95,539 $130,610 Bridg Platform Revenue - - - - - - - - - $2,090 $2,909 $3,363 Plus: Consumer Incentives - - - - - - - - - - - - Billings - - - - - - - - - $2,090 $2,909 $3,363 Consolidated Revenue $35,988 $48,730 $56,419 $69,293 $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 Plus: Consumer Incentives 22,562 25,046 26,373 31,642 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 Billings $58,550 $73,776 $82,792 $100,935 $67,776 $39,521 $62,093 $93,965 $76,317 $85,337 $98,448 $133,973


 
Reconciliation of GAAP gross profit to adjusted contribution Three Months Ended Mar 31, 2019 Jun 30, 2019 Sept 30, 2019 Dec 31, 2019 Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021Cardlytics Platform Revenue $35,988 $48,730 $56,419 $69,293 $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 Minus: Partner Share and other third-party costs 19,004 27,620 32,470 38,986 26,138 16,811 27,971 38,388 29,771 29,890 33,929 47,274 Delivery costs 3,246 3,370 3,070 3,207 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 Gross Profit $13,738 $17,740 $20,879 $27,100 $15,965 $7,912 $14,610 $24,787 $19,521 $22,036 $23,369 $34,794 Plus: Delivery costs 3,246 3,370 3,070 3,207 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Adjusted contribution $17,637 $21,841 $24,738 $31,003 $20,379 $12,402 $19,749 $29,652 $24,341 $27,603 $28,877 $40,854 Bridg Platform Revenue - - - - - - - - - - $2,090 $2,909 $3,363 Minus: Partner Share and other third-party costs - - - - - - - - - - 63 161 185 Delivery costs - - - - - - - - - - 911 1,613 1,809 Gross Profit - - - - - - - - - - $1,116 $1,135 $1,369 Plus: Delivery costs - - - - - - - - - - 911 1,613 1,809 Adjusted contribution - - - - - - - - - - $2,027 $2,748 $3,178 Consolidated Revenue $35,988 $48,730 $56,419 $69,293 $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 Minus: Partner Share and other third-party costs 19,004 27,620 32,470 38,986 26,138 16,811 27,971 38,388 29,771 29,953 34,090 47,459 Delivery costs 3,246 3,370 3,070 3,207 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 Gross Profit $13,738 $17,740 $20,879 $27,100 $15,965 $7,912 $14,610 $24,787 $19,521 $23,152 $24,504 $36,163 Plus: Delivery costs 3,246 3,370 3,070 3,207 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Adjusted contribution $17,637 $21,841 $24,738 $31,003 $20,379 $12,402 $19,749 $29,652 $24,341 $29,630 $31,625 $44,032


 
Reconciliation of GAAP partner share and other third-party costs to adjusted partner share and other third-party costs Three Months Ended Mar 31, 2019 Jun 30, 2019 Sept 30, 2019 Dec 31, 2019 Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021Cardlytics Platform Partner Share and other third-party costs $19,004 $27,620 $32,470 $38,986 $26,138 $16,811 $27,971 $38,388 $29,771 $29,890 $33,929 $47,274 Minus: Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Adjusted Partner Share and other third-party costs $18,351 $26,889 $31,681 $38,290 $25,130 $15,820 $26,330 $37,430 $28,889 $29,160 $33,198 $45,832 Bridg Platform Partner Share and other third-party costs - - - - - - - - - $63 $161 $185 Minus: Deferred implementation costs - - - - - - - - - - - - Adjusted Partner Share and other third-party costs - - - - - - - - - $63 $161 $185 Consolidated Partner Share and other third-party costs $19,004 $27,620 $32,470 $38,986 $26,138 $16,811 $27,971 $38,388 $29,771 $29,953 $34,090 $47,459 Minus: Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Adjusted Partner Share and other third-party costs $18,351 $26,889 $31,681 $38,290 $25,130 $15,820 $26,330 $37,430 $28,889 $29,223 $33,359 $46,017


 
Reconciliation of GAAP net (loss) income to adjusted EBITDA Three Months Ended Mar 31, 2019 Jun 30, 2019 Sept 30, 2019 Dec 31, 2019 Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021Cardlytics Platform Net (loss) income ($6,314) ($6,510) ($7,747) $3,427 ($13,531) ($19,758) ($15,356) ($6,777) ($24,895) ($45,328) ($39,473) ($11,758) Plus: Income tax benefit - - - - - - - - - - - (2,302) Interest expense (income), net 304 338 218 (312) (284) 10 283 3,039 3,045 3,078 3,192 3,247 Depreciation and amortization expense 961 1,053 1,167 1,354 2,331 1,545 1,933 2,017 3,065 7,092 5,554 6,774 Stock-based compensation expense 1,708 3,072 7,486 3,585 4,126 9,108 11,578 7,584 7,248 13,179 15,627 11,168 Foreign currency (gain) loss (491) 667 903 (1,859) 1,886 8 (1,066) (2,377) (319) - 1,543 43 Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Costs associated with financing events - - 123 - - - - - - - - - Loss on extinguishment of debt - 23 28 - - - - - - - - - Restructuring costs - - - - - 482 403 391 47 - - 713 - Acquisition and integration costs - - - - - - - - 7,030 14,114 1,620 1,616 Change in fair value of contingent consideration - - - - - - - - - 1,480 6,261 (6,367) Adjusted EBITDA ($3,179) ($626) $2,967 $6,891 ($3,982) ($7,693) ($596) $4,491 ($3,944) ($5,655) ($4,232) $3,863 Bridg Platform Net (loss) income - - - - - - - - - ($1,978) ($5,056) ($76) Plus: Income tax benefit - - - - - - - - - - - (5,562) Depreciation and amortization expense - - - - - - - - - 1,741 2,821 2,824 Stock-based compensation expense - - - - - - - - - 158 1,203 1,681 Acquisition and integration costs - - - - - - - - - 68 94 (170) Adjusted EBITDA - - - - - - - - - ($11) ($938) ($1,303) Consolidated Net (loss) income ($6,314) ($6,510) ($7,747) $3,427 ($13,531) ($19,758) ($15,356) ($6,777) ($24,895) ($47,306) ($44,529) ($11,834) Plus: Income tax benefit - - - - - - - - - - - ($7,864) Interest expense (income), net 304 338 218 (312) (284) 10 283 3,039 3,045 3,078 3,193 3,247 Depreciation and amortization expense 961 1,053 1,167 1,354 2,331 1,545 1,933 2,017 3,065 8,833 8,375 9,598 Stock-based compensation expense 1,708 3,072 7,486 3,585 4,126 9,108 11,578 7,584 7,248 13,337 16,830 12,849 Foreign currency (gain) loss (491) 667 903 (1,859) 1,886 8 (1,066) (2,377) (319) - 1,543 43 Deferred implementation costs 653 731 789 696 1,008 991 1,641 958 882 730 731 1,442 Costs associated with financing events - - 123 - - - - - - - - - Loss on extinguishment of debt - 23 28 - - - - - - - - - Restructuring costs - - - - - 482 403 391 47 - - 713 - Acquisition and integration costs - - - - - - - - 7,030 14,182 1,714 1,446 Change in fair value of contingent consideration - - - - - - - - - 1,480 6,261 (6,367) Adjusted EBITDA ($3,179) ($626) $2,967 $6,891 ($3,982) ($7,693) ($596) $4,491 ($3,944) ($5,666) ($5,169) $2,560


 
Reconciliation of GAAP net loss to non-GAAP net loss and non-GAAP net loss per share Three Months Ended Year Ended December 31, December 31, 2021 2020 2021 2020 Net loss ($11,834) ($6,777) ($128,565) ($55,422) Plus: Stock-based compensation expense 12,849 7,584 50,264 32,396 Foreign currency loss (gain) 43 (2,377) 1,267 (1,549) Acquisition and integration costs 1,446 - 24,372 - Amortization of acquired intangibles 6,703 - 19,712 - Change in fair value of contingent consideration (6,367) - 1,374 - Restructuring costs - 47 713 1,323 Income tax benefit (7,864) - (7,864) - Non-GAAP net loss ($5,024) ($1,523) ($38,727) ($23,252) Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: Weighted-average common shares outstanding, diluted 33,393 27,705 32,202 27,231 Non-GAAP net loss per share attributable to common stockholders, diluted ($0.15) ($0.05) ($1.20) ($0.85)


 
Definitions Adjusted contribution: We define adjusted contribution measures of the degree 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. Adjusted EBITDA: 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 gain (loss); deferred implementation costs; restructuring costs; acquisition and integration costs; and change in fair value of contingent considerations. Bridg ARR: 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 ARPU: We define ARPU as the total Cardlytics platform revenue generated in the applicable period calculated in accordance with GAAP, divided by the average number of MAUs in the applicable period. Billings: 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. Campaign spend ratio: We define campaign spend ratio as the amount of spend from MAUs that is associated with the campaigns in which they were targeted with offers divided by the total amount of spend from MAUs in the industries in which MAUs were targeted with offers during the applicable period. Cardlytics MAUs: 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. Monthly log-in days: We define monthly log-in days as the number of days in which MAUs logged in and visited the online or mobile banking applications of, or opened an email containing our offers from, our partners during a monthly period. We then calculate an average of the monthly log-in days for the periods presented. Non-GAAP net loss: We define non-GAAP net loss as our net loss income before stock-based compensation expense; foreign currency (gain) loss; acquisition and integration costs; amortization of acquired intangibles; change in fair value of contingent considerations; 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. Non-GAAP net loss per share: We define non-GAAP net loss per share as non-GAAP net loss divided by GAAP weighted-average common shares outstanding, diluted. Offer activation rate: We define offer activation rate as the total number of offers activated by MAUs divided by the total number of offers served to MAUs in the applicable period.


 
Industry and account definitions Segment Segment Constituents DTC Direct to consumer Entertainment Amusement Parks, Cinema/Video, Concerts/Theater, Gaming, Golf, Miscellaneous Recreation Services, Museums/Parks, Radio, Sporting & Sporting Venues/Other, Ticket Providers Grocery Convenience, Grocery Other Business Services, Financial Institutions, Gyms/Fitness, Home/ Maintenance, Online Education/ Distance Learning, Other Services, Salon/Spa Restaurant Banquet/Caterers, Bars/Night Clubs/Taverns, Fast Food/ Quick Serve, Full Service Restaurants, Quick Serve Light Fares Retail Accessories, Apparel, Auto Services and Products, Beauty Products/Cosmetics, Books/ Magazine, Child/ Infant Care, Drug Store/Pharmacy, General/Multi-Line, Home & Garden, Office Supplies, Other Retail, Pets, Shoes & Athletic Footwear, Specialty Gifts, Sporting & Outdoor Goods Subscription Bundled, Insurance/Real Estate, Internet, Phone, Professional Services, Television Travel Airlines, Car Rental, Cruise Lines, Gas Stations, Hotels/Lodging, Other Travel, Parking Services, Personal Transportation, Tour Operators/Agencies, Travel Aggregators and Agencies Exclusions Antique/Pawn, Charitable and Social Service Organizations, Courier/Freight/Storage, Gambling, Government, Lifestyle/ Social, Medical Services, Other Educational, Schools Merchants on the Cardlytics platform in which we interact with an advertising agency that we believe holds significant influence over the decision-making process as it relates to the design and management of advertising campaigns Agency Accounts