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, 2023
(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. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 1, 2023, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022, 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, 2023, 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, 2023 | By: | /s/ Andrew Christiansen | ||||||||
| Andrew Christiansen | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
Exhibit 99.1
Cardlytics Announces Fourth Quarter and Fiscal Year 2022 Financial Results
Atlanta, GA – March 1, 2023 – Cardlytics, Inc., (NASDAQ: CDLX), a digital advertising platform, today announced financial results for the fourth quarter and fiscal year ended December 31, 2022. Supplemental information is available on the Investor Relations section of the Cardlytics' website at http://ir.cardlytics.com/.
“We see a path to modest growth for 2023, especially after we lap the exit of a large customer from our channel in the second half of the year. We believe our numerous product initiatives that we are putting into place are setting us up for short and long-term success,” said Karim Temsamani, CEO of Cardlytics. “We remain laser focused on driving product innovation and solutions for our partners and advertisers, and are excited about the expanded reach, revenue opportunities and efficiency this focus will create."
“Our fourth quarter performance was in line with our quarterly guidance ranges, and despite macro-related headwinds impacting consumer spending and ad budgets, we delivered double-digit year-over-year growth in 2022,” said Andy Christiansen, CFO of Cardlytics. “We know our success is dependent on executing with a disciplined approach, and I am confident that our strategy and priorities are positioning the company for liquidity, long-term growth, and profitability.”
Fourth Quarter 2022 Financial Results
•Total revenue was $82.5 million, a decrease of (8.4)%, compared to $90.0 million in the fourth quarter of 2021.
•Net loss attributable to common stockholders was $(378.3) million, or $(11.32) per diluted share, based on 33.4 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(11.8) million, or $(0.35) per diluted share, based on 33.4 million weighted-average common shares outstanding in the fourth quarter of 2021.
•Non-GAAP net loss was $(9.7) million, or $(0.29) per diluted share, based on 33.4 million weighted-average common shares outstanding in the fourth quarter of 2022, compared to a non-GAAP net loss of $(5.0) million, or $(0.15) per diluted share, based on 33.4 million weighted-average common shares outstanding in the fourth quarter of 2021.
•Billings, a non-GAAP metric, was $126.1 million, a decrease of (5.9)%, compared to $134.0 million in the fourth quarter of 2021.
•Adjusted contribution, a non-GAAP metric, was $40.0 million, a decrease of (9.2)%, compared to $44.0 million in the fourth quarter of 2021.
•Adjusted EBITDA, a non-GAAP metric, was $(6.1) million, a decrease of $8.7 million, compared to $2.6 million in the fourth quarter of 2021.
Fiscal Year 2022 Financial Results
•Total revenue was $298.5 million, an increase of 11.8%, compared to $267.1 million in 2021.
•Net loss attributable to common stockholders was $(465.3) million, or $(13.92) per diluted share, based on 33.4 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(128.6) million, or $(3.99) per diluted share, based on 32.2 million weighted-average common shares outstanding in 2021.
•Non-GAAP net loss was $(57.4) million, or $(1.72) per diluted share, based on 33.4 million weighted-average common shares outstanding in 2022, compared to a loss of $(38.7) million, or $(1.20) per diluted share, based on 32.2 million weighted-average common shares outstanding in 2021.
•Billings, a non-GAAP metric, was $442.5 million, an increase of 12.3%, compared to $394.1 million in 2021.
•Adjusted contribution, a non-GAAP metric, was $143.0 million, an increase of 10.3%, compared to $129.6 million in 2021.
•Adjusted EBITDA, a non-GAAP metric, was a loss of $(45.2) million, a decrease of $(32.9) million, compared to a loss of $(12.2) million in 2021.
Key Metrics
•Cardlytics MAUs in the quarter were 182.7 million, an increase of 4.2%, compared to 175.4 million in the fourth quarter of 2021. For full year 2022, Cardlytics MAUs were 186.7 million, an increase of 9.2%, compared to 170.9 million in 2021.
•Cardlytics ARPU in the quarter was $0.45, a decrease of (7.8)%, compared to $0.49 in the fourth quarter of 2021. For full year 2022, Cardlytics ARPU was $1.55, an increase of 2.6%, compared to $1.51 in 2021.
•Bridg ARR was $23.1 million in the fourth quarter of 2022, an increase of 51.3% compared to $15.3 million in the fourth quarter of 2021.
Definitions of MAUs, ARPU and ARR are included below under the caption “Non-GAAP Measures and Other Performance Metrics.”
First Quarter 2023 Financial Expectations
Cardlytics anticipates billings, revenue, and adjusted contribution to be in the following ranges (in millions):
| Q1 2023 Guidance | |||||
Billings(1) | $84.0 - $93.0 | ||||
| Revenue | $54.0 - $63.0 | ||||
Adjusted contribution(2) | $26.0 - $31.0 | ||||
Adjusted EBITDA(3) | ($17.0) - ($10.0) | ||||
(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.
(3)A reconciliation of adjusted EBITDA to GAAP net loss on a forward-looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure.
Earnings Teleconference Information
Cardlytics will discuss its fourth quarter and fiscal year 2022 financial results during a teleconference today, March 1, 2023, at 5:00 PM ET / 2:00 PM PT. A live dial-in will be available after registering at http://ir.cardlytics.com/. Shortly after the conclusion of the call, a replay of this conference call will be available through 8:00 PM ET on March 8, 2023 on the Cardlytics Investor Relations website 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 New York, Palo Alto, Austin, Los Angeles, Detroit, Champaign, and London. 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 first quarter of 2023, our path to modest growth, the short- and long-term success of our product initiatives, our ability to achieve liquidity, long-term growth and profitability, 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 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; potential payments under the Merger Agreement with Bridg; 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"), 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, 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, 2023 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 income (loss) and non-GAAP net income (loss) per share as non-GAAP financial measures in this press release. Billings represents the gross amount billed to customers and marketers for services 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 revenue 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 gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration (benefits) 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. 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 (gain) loss; acquisition and integration costs (benefits); amortization of acquired intangibles; change in fair value of contingent consideration; impairment of goodwill and intangible assets; income tax benefit; and restructuring
and reduction of force 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, | |||||||||||
| 2022 | 2021 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 121,905 | $ | 233,467 | |||||||
| Restricted cash | 80 | 95 | |||||||||
| Accounts receivable and contract assets, net | 115,609 | 111,085 | |||||||||
| Other receivables | 4,470 | 6,097 | |||||||||
| Prepaid expenses and other assets | 7,978 | 7,981 | |||||||||
| Total current assets | 250,042 | 358,725 | |||||||||
| Long-term assets: | |||||||||||
| Property and equipment, net | 5,916 | 11,273 | |||||||||
| Right-of-use assets under operating leases, net | 6,571 | 10,196 | |||||||||
| Intangible assets, net | 53,475 | 125,550 | |||||||||
| Goodwill | 352,721 | 742,516 | |||||||||
| Capitalized software development costs, net | 19,925 | 13,131 | |||||||||
| Other long-term assets, net | 2,586 | 2,406 | |||||||||
| Total assets | $ | 691,236 | $ | 1,263,797 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 3,765 | $ | 4,619 | |||||||
| Accrued liabilities: | |||||||||||
| Accrued compensation | 10,486 | 12,136 | |||||||||
| Accrued expenses | 21,335 | 19,620 | |||||||||
| Partner Share liability | 48,593 | 46,595 | |||||||||
| Consumer Incentive liability | 53,983 | 52,602 | |||||||||
| Deferred revenue | 1,751 | 3,280 | |||||||||
| Current operating lease liabilities | 4,910 | 6,028 | |||||||||
| Current contingent consideration | 104,121 | 182,470 | |||||||||
| Total current liabilities | 248,944 | 327,350 | |||||||||
| Long-term liabilities: | |||||||||||
| Convertible senior notes, net | 226,047 | 184,398 | |||||||||
| Long-term deferred revenue | 334 | 173 | |||||||||
| Long-term operating lease liabilities | 4,306 | 6,801 | |||||||||
| Long-term contingent consideration | — | 49,825 | |||||||||
| Other long-term liabilities | — | 4,550 | |||||||||
| Total liabilities | 479,631 | 573,097 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 9 | 9 | |||||||||
| Additional paid-in capital | 1,182,568 | 1,212,823 | |||||||||
| Accumulated other comprehensive income | 5,598 | 486 | |||||||||
| Accumulated deficit | (976,570) | (522,618) | |||||||||
| Total stockholders’ equity | 211,605 | 690,700 | |||||||||
| Total liabilities and stockholders’ equity | $ | 691,236 | $ | 1,263,797 | |||||||
CARDLYTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenue | $ | 82,503 | $ | 90,049 | $ | 298,542 | $ | 267,116 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Partner Share and other third-party costs | 42,511 | 47,459 | 155,507 | 141,273 | |||||||||||||||||||
| Delivery costs | 6,583 | 6,427 | 30,403 | 22,503 | |||||||||||||||||||
| Sales and marketing expense | 16,825 | 18,998 | 74,745 | 65,996 | |||||||||||||||||||
| Research and development expense | 14,801 | 11,811 | 54,435 | 38,104 | |||||||||||||||||||
| General and administration expense | 20,065 | 17,085 | 81,446 | 66,222 | |||||||||||||||||||
| Acquisition and integration costs (benefits) | 1,395 | 1,446 | (2,874) | 24,372 | |||||||||||||||||||
| Change in fair value of contingent consideration | (14,030) | (6,367) | (128,174) | 1,374 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | 370,139 | — | 453,288 | — | |||||||||||||||||||
| Depreciation and amortization expense | 6,849 | 9,598 | 37,544 | 29,871 | |||||||||||||||||||
| Total costs and expenses | 465,138 | 106,457 | 756,320 | 389,715 | |||||||||||||||||||
| Operating loss | (382,635) | (16,408) | (457,778) | (122,599) | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | (150) | (3,247) | (2,556) | (12,563) | |||||||||||||||||||
| Foreign currency gain (loss) | 4,506 | (43) | (6,376) | (1,267) | |||||||||||||||||||
| Total other expense | 4,356 | (3,290) | (8,932) | (13,830) | |||||||||||||||||||
| Loss before income taxes | (378,279) | (19,698) | (466,710) | (136,429) | |||||||||||||||||||
| Income tax benefit | — | 7,864 | 1,446 | 7,864 | |||||||||||||||||||
| Net loss | (378,279) | (11,834) | (465,264) | (128,565) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (378,279) | $ | (11,834) | $ | (465,264) | $ | (128,565) | |||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (11.32) | $ | (0.35) | $ | (13.92) | $ | (3.99) | |||||||||||||||
| Weighted-average common shares outstanding, basic and diluted | 33,419 | 33,393 | 33,419 | 32,202 | |||||||||||||||||||
CARDLYTICS, INC.
STOCK-BASED COMPENSATION EXPENSE
(Amounts in thousands)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Delivery costs | $ | 266 | $ | 482 | $ | 2,682 | $ | 1,865 | |||||||||||||||
| Sales and marketing expense | 3,170 | 3,852 | 11,935 | 13,780 | |||||||||||||||||||
| Research and development expense | 3,843 | 3,197 | 13,262 | 10,328 | |||||||||||||||||||
| General and administration expense | 5,213 | 5,318 | 16,807 | 24,291 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 12,492 | $ | 12,849 | $ | 44,686 | $ | 50,264 | |||||||||||||||
CARDLYTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (465,264) | $ | (128,565) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Credit loss expense | 2,399 | 1,702 | |||||||||
| Depreciation and amortization | 37,544 | 29,871 | |||||||||
| Amortization of financing costs charged to interest expense | 1,595 | 968 | |||||||||
| Accretion of debt discount and non-cash interest expense | — | 9,513 | |||||||||
| Amortization of right-of-use assets | 6,196 | 5,783 | |||||||||
| Impairment of goodwill and intangible assets | 453,288 | — | |||||||||
| Stock-based compensation expense | 44,686 | 50,264 | |||||||||
| Change in fair value of contingent consideration | (128,174) | 1,374 | |||||||||
| Other non-cash expense, net | 6,589 | 1,343 | |||||||||
| Deferred implementation costs | — | 3,785 | |||||||||
| Income tax benefit | (1,446) | (7,864) | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (4,546) | (27,936) | |||||||||
| Prepaid expenses and other assets | 535 | (1,466) | |||||||||
| Accounts payable | (893) | 1,260 | |||||||||
| Other accrued expenses | (9,516) | (905) | |||||||||
| Partner Share liability | 1,721 | 9,139 | |||||||||
| Customer Incentive liability | 1,382 | 13,211 | |||||||||
| Net cash used in operating activities | (53,904) | (38,523) | |||||||||
| Investing activities | |||||||||||
| Acquisition of property and equipment | (1,171) | (3,108) | |||||||||
| Acquisition of patents | (175) | (133) | |||||||||
| Capitalized software development costs | (12,140) | (9,323) | |||||||||
| Business acquisitions, net of cash acquired | (2,274) | (494,131) | |||||||||
| Net cash used in investing activities | (15,760) | (506,695) | |||||||||
| Financing activities | |||||||||||
| Principal payments of debt | (35) | — | |||||||||
| Proceeds from issuance of common stock | 379 | 486,388 | |||||||||
| Deferred equity issuance costs | (157) | (190) | |||||||||
| Repurchase of common stock | (40,000) | — | |||||||||
| Debt issuance costs | (174) | (200) | |||||||||
| Net cash (used in) received from financing activities | (39,987) | 485,998 | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (1,926) | (567) | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (111,577) | (59,787) | |||||||||
| Cash, cash equivalents, and restricted cash — Beginning of period | 233,562 | 293,349 | |||||||||
| Cash, cash equivalents, and restricted cash — End of period | $ | 121,985 | $ | 233,562 | |||||||
CARDLYTICS, INC.
SUMMARY OF GAAP AND NON-GAAP RESULTS
(Dollars in thousands)
| Three Months Ended December 31, | Change | Year Ended December 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | $ | % | 2022 | 2021 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Billings(1) | $ | 126,116 | $ | 133,973 | $ | (7,857) | (6) | % | $ | 442,477 | $ | 394,075 | $ | 48,402 | 12 | % | |||||||||||||||||||||||||||||||
| Consumer Incentives | 43,613 | 43,924 | (311) | (1) | 143,935 | 126,959 | 16,976 | 13 | |||||||||||||||||||||||||||||||||||||||
| Revenue | 82,503 | 90,049 | (7,546) | (8) | 298,542 | 267,116 | 31,426 | 12 | |||||||||||||||||||||||||||||||||||||||
Adjusted Partner Share and other third-party costs(1) | 42,511 | 46,017 | (3,506) | (8) | 155,507 | 137,488 | 18,019 | 13 | |||||||||||||||||||||||||||||||||||||||
Adjusted contribution(1) | 39,992 | 44,032 | (4,040) | (9) | 143,035 | 129,628 | 13,407 | 10 | |||||||||||||||||||||||||||||||||||||||
| Delivery costs | 6,583 | 6,427 | 156 | 2 | 30,403 | 22,503 | 7,900 | 35 | |||||||||||||||||||||||||||||||||||||||
| Deferred implementation costs | — | 1,442 | (1,442) | (100) | — | 3,785 | (3,785) | (100) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 33,409 | $ | 36,163 | $ | (2,754) | (8) | % | $ | 112,632 | $ | 103,340 | $ | 9,292 | 9 | % | |||||||||||||||||||||||||||||||
| Net loss | $ | (378,279) | $ | (11,834) | $ | (366,445) | n/a | $ | (465,264) | $ | (128,565) | $ | (336,699) | n/a | |||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | (6,137) | $ | 2,560 | $ | (8,697) | n/a | $ | (45,169) | $ | (12,220) | $ | (32,949) | n/a | |||||||||||||||||||||||||||||||||
(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, 2022 | Three Months Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 76,647 | $ | 5,856 | $ | 82,503 | $ | 86,686 | $ | 3,363 | $ | 90,049 | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Consumer Incentives | 43,613 | — | 43,613 | 43,924 | — | 43,924 | |||||||||||||||||||||||||||||
| Billings | $ | 120,260 | $ | 5,856 | $ | 126,116 | $ | 130,610 | $ | 3,363 | $ | 133,973 | |||||||||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 277,185 | $ | 21,357 | $ | 298,542 | $ | 258,754 | $ | 8,362 | $ | 267,116 | |||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
| Consumer Incentives | 143,935 | — | 143,935 | 126,959 | — | 126,959 | |||||||||||||||||||||||||||||
| Billings | $ | 421,120 | $ | 21,357 | $ | 442,477 | $ | 385,713 | $ | 8,362 | $ | 394,075 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION
(Amounts in thousands)
| Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 76,647 | $ | 5,856 | $ | 82,503 | $ | 86,686 | $ | 3,363 | $ | 90,049 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | 42,375 | 136 | 42,511 | 47,274 | 185 | 47,459 | |||||||||||||||||||||||||||||
Delivery costs(1) | 5,271 | 1,312 | 6,583 | 4,618 | 1,809 | 6,427 | |||||||||||||||||||||||||||||
| Gross profit | 29,001 | 4,408 | 33,409 | 34,794 | 1,369 | 36,163 | |||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
Delivery costs(1) | 5,271 | 1,312 | 6,583 | 4,618 | 1,809 | 6,427 | |||||||||||||||||||||||||||||
Deferred implementation costs(2) | — | — | — | 1,442 | — | 1,442 | |||||||||||||||||||||||||||||
| Adjusted contribution | $ | 34,272 | $ | 5,720 | $ | 39,992 | $ | 40,854 | $ | 3,178 | $ | 44,032 | |||||||||||||||||||||||
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.3 million and $0.5 million for the three months ended December 31, 2022 and 2021, 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, 2022 | Three Months Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | $ | 42,375 | $ | 136 | $ | 42,511 | $ | 47,274 | $ | 185 | $ | 47,459 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Deferred implementation costs | — | — | — | 1,442 | — | 1,442 | |||||||||||||||||||||||||||||
| Adjusted Partner Share and other third-party costs | $ | 42,375 | $ | 136 | $ | 42,511 | $ | 45,832 | $ | 185 | $ | 46,017 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION
(Amounts in thousands)
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | $ | 277,185 | $ | 21,357 | $ | 298,542 | $ | 258,754 | $ | 8,362 | $ | 267,116 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | 154,204 | 1,303 | 155,507 | 140,864 | 409 | 141,273 | |||||||||||||||||||||||||||||
Delivery costs(1) | 24,112 | 6,291 | 30,403 | 18,111 | 4,392 | 22,503 | |||||||||||||||||||||||||||||
| Gross profit | 98,869 | 13,763 | 112,632 | 99,779 | 3,561 | 103,340 | |||||||||||||||||||||||||||||
| Plus: | |||||||||||||||||||||||||||||||||||
Delivery costs(1) | 24,112 | 6,291 | 30,403 | 18,111 | 4,392 | 22,503 | |||||||||||||||||||||||||||||
Deferred implementation costs(2) | — | — | — | 3,785 | — | 3,785 | |||||||||||||||||||||||||||||
| Adjusted contribution | $ | 122,981 | $ | 20,054 | $ | 143,035 | $ | 121,675 | $ | 7,953 | $ | 129,628 | |||||||||||||||||||||||
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $2.7 million and $1.9 million for the years ended December 31, 2022 and 2021, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Partner Share and other third-party costs | $ | 154,204 | $ | 1,303 | $ | 155,507 | $ | 140,864 | $ | 409 | $ | 141,273 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Deferred implementation costs | — | — | — | 3,785 | — | 3,785 | |||||||||||||||||||||||||||||
| Adjusted Partner Share and other third-party costs | $ | 154,204 | $ | 1,303 | $ | 155,507 | $ | 137,079 | $ | 409 | $ | 137,488 | |||||||||||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(Amounts in thousands)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net loss | $ | (378,279) | $ | (11,834) | $ | (465,264) | $ | (128,565) | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Interest expense, net | 150 | 3,247 | 2,556 | 12,563 | |||||||||||||||||||
| Depreciation and amortization | 6,849 | 9,598 | 37,544 | 29,871 | |||||||||||||||||||
| Stock-based compensation expense | 12,492 | 12,849 | 44,686 | 50,264 | |||||||||||||||||||
| Acquisition and integration costs (benefits) | 1,395 | 1,446 | (2,874) | 24,372 | |||||||||||||||||||
| Change in fair value of contingent consideration | (14,030) | (6,367) | (128,174) | 1,374 | |||||||||||||||||||
| Foreign currency (gain) loss | (4,506) | 43 | 6,376 | 1,267 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | 370,139 | — | 453,288 | — | |||||||||||||||||||
| Restructuring and reduction of force | (347) | — | 8,139 | 713 | |||||||||||||||||||
| Income tax benefit | — | (7,864) | (1,446) | (7,864) | |||||||||||||||||||
| Deferred implementation costs | — | 1,442 | — | 3,785 | |||||||||||||||||||
| Adjusted EBITDA | $ | (6,137) | $ | 2,560 | $ | (45,169) | $ | (12,220) | |||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF ADJUSTED CONTRIBUTION TO ADJUSTED EBITDA
(Amounts in thousands)
| Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Adjusted Contribution | $ | 34,272 | $ | 5,720 | $ | 39,992 | $ | 40,854 | $ | 3,178 | $ | 44,032 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Delivery costs | 5,271 | 1,312 | 6,583 | 4,618 | 1,809 | 6,427 | |||||||||||||||||||||||||||||
| Sales and marketing expense | 14,484 | 2,341 | 16,825 | 17,435 | 1,564 | 18,998 | |||||||||||||||||||||||||||||
| Research and development expense | 13,002 | 1,799 | 14,801 | 10,531 | 1,280 | 11,811 | |||||||||||||||||||||||||||||
| General and administration expense | 19,070 | 995 | 20,065 | 15,708 | 1,376 | 17,085 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | (12,309) | (183) | (12,492) | (11,169) | (1,681) | (12,849) | |||||||||||||||||||||||||||||
| Restructuring and reduction of force | 347 | — | 347 | — | — | — | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (5,593) | $ | (544) | $ | (6,137) | $ | 3,731 | $ | (1,170) | $ | 2,560 | |||||||||||||||||||||||
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cardlytics Platform | Bridg Platform | Consolidated | Cardlytics Platform | Bridg Platform | Consolidated | ||||||||||||||||||||||||||||||
| Adjusted Contribution | $ | 122,981 | $ | 20,053 | $ | 143,034 | $ | 121,675 | $ | 7,953 | $ | 129,628 | |||||||||||||||||||||||
| Minus: | |||||||||||||||||||||||||||||||||||
| Delivery costs | 24,112 | 6,290 | 30,402 | 18,170 | 4,333 | 22,503 | |||||||||||||||||||||||||||||
| Sales and marketing expense | 67,830 | 6,915 | 74,745 | 62,771 | 3,225 | 65,996 | |||||||||||||||||||||||||||||
| Research and development expense | 47,579 | 6,856 | 54,435 | 35,393 | 2,711 | 38,104 | |||||||||||||||||||||||||||||
| General and administration expense | 79,069 | 2,377 | 81,446 | 63,379 | 2,843 | 66,222 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | (43,490) | (1,196) | (44,686) | (47,223) | (3,041) | (50,264) | |||||||||||||||||||||||||||||
| Restructuring and reduction of force | (8,139) | — | (8,139) | (713) | — | (713) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (43,980) | $ | (1,189) | $ | (45,169) | $ | (10,102) | $ | (2,118) | $ | (12,220) | |||||||||||||||||||||||
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, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net loss | $ | (378,279) | $ | (11,834) | $ | (465,264) | $ | (128,565) | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Stock-based compensation expense | 12,492 | 12,849 | 44,686 | 50,264 | |||||||||||||||||||
| Foreign currency (gain) loss | (4,506) | 43 | 6,376 | 1,267 | |||||||||||||||||||
| Acquisition and integration costs (benefits) | 1,395 | 1,446 | (2,874) | 24,372 | |||||||||||||||||||
| Amortization of acquired intangibles | 3,459 | 6,703 | 25,019 | 19,712 | |||||||||||||||||||
| Change in fair value of contingent consideration | (14,030) | (6,367) | (128,174) | 1,374 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | 370,139 | — | 453,288 | — | |||||||||||||||||||
| Restructuring and reduction of force | (347) | — | 8,139 | 713 | |||||||||||||||||||
| Income tax benefit | — | (7,864) | 1,446 | (7,864) | |||||||||||||||||||
| Non-GAAP net loss | $ | (9,677) | $ | (5,024) | $ | (57,358) | $ | (38,727) | |||||||||||||||
| Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: | |||||||||||||||||||||||
| Non-GAAP weighted-average common shares outstanding, diluted | 33,419 | 33,393 | 33,419 | 32,202 | |||||||||||||||||||
| Non-GAAP net loss per share attributable to common stockholders, diluted | $ | (0.29) | $ | (0.15) | $ | (1.72) | $ | (1.20) | |||||||||||||||
CARDLYTICS, INC.
RECONCILIATION OF FORECASTED GAAP REVENUE TO BILLINGS
(Amounts in millions)
| Q1 2023 Guidance | |||||
| Revenue | $54.0 - $63.0 | ||||
| Plus: | |||||
| Consumer Incentives | $29.0 - $31.0 | ||||
| Billings | $84.0 - $93.0 | ||||
Contacts:
Investor Relations:
Robert Robinson
Corporate Development & IR
ir@cardlytics.com
CARDLYTICS Q4 2022 Earnings Presentation March 1, 2023
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, becoming cash flow positive by the second half of 2023, earnings guidance for the first quarter of 2023, our path to modest growth, the short- and long-term success of our product initiatives, our ability to achieve liquidity, long-term growth and profitability, Bridg's future gross margin, 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 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; potential payments under the Merger Agreement with Bridg; 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"), 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, 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, 2023. 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 income (loss) and non-GAAP net income (loss) per share to the most directly comparable GAAP measures are included in the appendix to this presentation. Please see appendix for definitions.
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 186M+ Monthly Active Users(1) $4.1T+ 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 + Connecting 100% of MAUs to new Ad Server by the end of 2023 + 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 + Delivering 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 + Becoming cash flow positive by the second half of 2023 with continued self- funding of growth initiatives Grocery & CPG at scale
Financial information & operating metrics
Trended consolidated results Q4 Adj. Contribution (9.2%) y/y Q4 Revenue (8.4%) y/y Q4 Billings (5.9%) y/y Revenue Adj. Contribution(1) Billings(1) $107.7 $110.4 $126.1
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 2022 year-over-year consolidated results Consumer Incentives $43,924 $43,613 Adjusted Partner Share $42,511 $44,032 $39,992 BILLINGS REVENUE ADJ. CONTRIBUTION Adjusted Contribution (5.9%) (8.4%) (9.2%) Q4 2021 Q4 2022 $46,017 Three Months Ended December 31, Change 2021 2022 $ % Billings(1) $133,973 $126,116 ($7,857) (5.9%) Consumer Incentives 43,924 43,613 (311) (0.7%) Revenue $90,049 $82,503 ($7,546) (8.4%) Adjusted Partner Share and other third-party costs(1) 46,017 42,511 (3,506) (7.6%) Adjusted contribution(1) $44,032 $39,992 ($4,040) (9.2%) Delivery costs 6,427 6,583 156 2.4% Deferred implementation costs 1,442 - (1,442) (100.0%) Gross profit $36,163 $33,409 ($2,754) (7.6%) Net (loss) income ($11,834) ($378,279) ($366,445) n/a Adjusted EBITDA(1) $2,560 ($6,137) ($8,697) n/a
Cardlytics platform advertiser spend by industry Advertising spend from agency accounts grew > 20% during the fourth quarter of 2022 compared to the fourth quarter of 2021. Agency accounts represented > 10% of total advertising spend during the fourth quarter of 2022 compared to > 10% during the fourth quarter of 2021. Industry % Change % of Advertiser Spend Three Months Ended December 31, Three Months Ended December 31, vs 2021 vs 2020 vs 2019 2019 2020 2021 2022 Grocery & Gas > (10%) > 50% < 35 % < 10% > 10% > 10% > 5% Restaurant > (40%) > (35%) > (35%) < 30% < 30% < 25% < 15% Retail > (5%) > 40% < 35% > 30% > 30% > 35% > 35% Travel & Entertainment > 75% > 190% > (10%) > 15% > 5% > 5% > 10% Other < (10%) n/a n/a > 0% > 0% > 0% < 5% DTC > (5%) > 20% > 115% < 15% > 25% > 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 2022 and Q4 2021. 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 2021 Q4 2022 Q4 2021 Q4 2022
Significant MAU increase precedes opportunity for expected billings growth and future ARPU expansion for the Cardlytics platform ARPU(1)MAUs(1)
Appendix
Q4 2022 results Three Months Ended December 31, Change Year Ended December 31, Change 2022 2021 AMT % 2022 2021 AMT % Revenue $82,503 $90,049 ($7,546) (8.4%) $298,542 $267,116 $31,426 11.8% Billings(1) 126,116 133,973 (7,857) (5.9%) 442,477 394,075 48,402 12.3% Gross Profit 33,409 36,163 (2,754) (7.6%) 112,632 103,340 9,292 9.0% Adjusted contribution(1) 39,992 44,032 (4,040) (9.2%) 143,035 129,628 13,407 10.3% Net income (loss) attributable to common stockholders (378,279) (11,834) (366,445) n/a (465,264) (128,565) (336,699) n/a Net income (loss) per share (EPS), diluted ($11.32) ($0.35) ($10.97) n/a ($13.92) ($3.99) ($9.93) n/a Adjusted EBITDA(1) ($6,137) $2,560 ($8,697) n/a ($45,169) ($12,220) ($32,949) n/a Adjusted EBITDA margin(1)(2) (7.4%) 2.8% 10.2% n/a (15.1%) (4.6%) (10.6%) n/a Non-GAAP net loss(1) ($9,677) ($5,024) ($4,653) n/a ($57,358) ($38,727) ($18,631) 48.1% Non-GAAP net loss per share(1) ($0.29) ($0.15) ($0.14) n/a ($1.72) ($1.20) ($0.52) 43.3% Cardlytics MAUs (in millions) 186.7 175.4 11.3 6.4% 182.7 170.9 11.8 6.9% Cardlytics ARPU $0.44 $0.49 ($0.05) (10.2%) $1.55 $1.51 $0.04 2.65% Bridg ARR $23,129 $15,282 $7,847 51.3% $23,129 $15,282 $7,847 51.3%
Guidance Q1 2023 Guidance Billings(1) $84.0 - $93.0 Revenue $54.0 - $63.0 Adjusted Contribution(1) $26.0 - $31.0 Adjusted EBITDA(1) ($17.0) - ($10.0)
Reconciliation of GAAP revenue to billings Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sept 30, 2022 Dec 31, 2022 Cardlytics Platform Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 $63,983 $69,270 $67,285 $76,647 Plus: Consumer Incentives 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 30,297 32,339 37,686 43,613 Billings $67,776 $39,521 $62,093 $93,965 $76,317 $83,247 $95,539 $130,610 $94,280 $101,609 $104,971 $120,260 Bridg Platform Revenue - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 $5,421 $5,856 Plus: Consumer Incentives - - - - - - - - - - - - Billings - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 $5,421 $5,856 Consolidated Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 $67,928 $75,405 $72,706 $82,503 Plus: Consumer Incentives 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 30,297 32,339 37,686 43,613 Billings $67,776 $39,521 $62,093 $93,965 $76,317 $85,337 $98,448 $133,973 $98,225 $107,744 $110,392 $126,116
Reconciliation of GAAP gross profit to adjusted contribution Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sept 30, 2022 Dec 31, 2022Cardlytics Platform Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 $63,986 $69,270 $67,285 $76,647 Minus: Partner Share and other third-party costs 26,138 16,811 27,971 38,388 29,771 29,890 33,929 47,274 35,027 39,403 37,399 42,375 Delivery costs 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 4,907 6,311 7,623 5,271 Gross Profit $15,965 $7,912 $14,610 $24,787 $19,521 $22,036 $23,369 $34,794 $24,049 $23,556 $22,263 $29,001 Plus: Delivery costs 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 4,907 6,311 7,623 5,271 Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - - - Adjusted contribution $20,379 $12,402 $19,749 $29,652 $24,341 $27,603 $28,877 $40,854 $28,956 $29,867 $29,886 $34,272 Bridg Platform Revenue - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 $5,421 $5,856 Minus: Partner Share and other third-party costs - - - - - 63 161 185 126 877 164 136 Delivery costs - - - - - 911 1,613 1,809 1,626 1,851 1,502 1,312 Gross Profit - - - - - $1,116 $1,135 $1,369 $2,193 $3,407 $3,755 $4,408 Plus: Delivery costs - - - - - 911 1,613 1,809 1,626 1,851 1,502 1,312 Adjusted contribution - - - - - $2,027 $2,748 $3,178 $3,819 $5,258 $5,257 $5,720 Consolidated Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 $67,928 $75,405 $72,706 $82,503 Minus: Partner Share and other third-party costs 26,138 16,811 27,971 38,388 29,771 29,953 34,090 47,459 35,153 40,280 37,563 42,511 Delivery costs 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 6,533 8,162 9,125 6,583 Gross Profit $15,965 $7,912 $14,610 $24,787 $19,521 $23,152 $24,504 $36,163 $26,242 $26,963 $26,018 $33,409 Plus: Delivery costs 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 6,533 8,162 9,125 6,583 Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - - - Adjusted contribution $20,379 $12,402 $19,749 $29,652 $24,341 $29,630 $31,625 $44,032 $32,775 $35,125 $35,143 $39,992
Reconciliation of GAAP partner share and other third-party costs to adjusted partner share and other third-party costs Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sept 30, 2022 Dec 31, 2022 Cardlytics Platform Partner Share and other third-party costs $26,138 $16,811 $27,971 $38,388 $29,771 $29,890 $33,929 $47,274 $35,027 $39,403 $37,399 $42,375 Minus: Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - - - Adjusted Partner Share and other third-party costs $25,130 $15,820 $26,330 $37,430 $28,889 $29,160 $33,198 $45,832 $35,027 $39,403 $37,399 $42,375 Bridg Platform Partner Share and other third-party costs - - - - - $63 $161 $185 $126 $877 $164 $136 Minus: Deferred implementation costs - - - - - - - - - - - - Adjusted Partner Share and other third-party costs - - - - - $63 $161 $185 $126 $877 $164 $136 Consolidated Partner Share and other third-party costs $26,138 $16,811 $27,971 $38,388 $29,771 $29,953 $34,090 $47,459 $35,153 $40,280 $37,563 $42,511 Minus: Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - - - Adjusted Partner Share and other third-party costs $25,130 $15,820 $26,330 $37,430 $28,889 $29,223 $33,359 $46,017 $35,153 $40,280 $37,563 $42,511
(Amounts in thousands) Reconciliation of GAAP net (loss) income to adjusted EBITDA Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sept 30, 2022 Dec 31, 2022 Net (loss) income ($13,531) ($19,758) ($15,356) ($6,777) ($24,895) ($47,306) ($44,529) ($11,834) $33,038 ($126,290) $6,267 ($378,279) Plus: Income tax benefit - - - - - - - (7,864) - (1,446) - - Interest expense (income), net (284) 10 283 3,039 3,045 3,078 3,193 3,247 947 879 580 150 Depreciation and amortization expense 2,331 1,545 1,933 2,017 3,065 8,833 8,375 9,598 9,871 10,356 10,468 6,849 Stock-based compensation expense 4,126 9,108 11,578 7,584 7,248 13,337 16,830 12,849 13,585 12,842 5,767 12,492 Foreign currency (gain) loss 1,886 8 (1,066) (2,377) (319) - 1,543 43 1,671 4,538 4,673 (4,506) Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - - - Acquisition and integration costs (benefit) - - - - 7,030 14,182 1,714 1,446 (4,599) 2,197 (1,867) 1,395 Change in fair value of contingent consideration - - - - - 1,480 6,261 (6,367) (65,050) (2,968) (46,126) (14,030) Impairment of goodwill and intangible assets - - - - - - - - - 83,149 - 370,139 Restructuring and reduction of force 482 403 391 47 - - 713 - - 958 7530 (347) Adjusted EBITDA ($3,982) ($7,693) ($987) $4,444 ($3,944) ($5,666) ($5,169) $2,560 ($10,537) ($15,785) ($12,708) ($6,137)
Reconciliation of adjusted contribution to adjusted EBITDA (Amounts in thousands) Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sept 30, 2022 Dec 31, 2022 Cardlytics Platform Adjusted Contribution $20,379 $12,402 $19,749 $19,749 $24,341 $27,603 $28,877 $40,854 $28,956 $29,867 $29,886 $34,272 Minus: Delivery costs 3,406 3,499 3,498 3,498 3,938 4,837 4,777 4,618 4,907 6,311 7,623 5,271 Sales and marketing expense 10,968 10,405 11,431 11,431 13,202 16,665 15,469 17,435 15,908 20,908 16,529 14,484 Research and development expense 3,851 3,966 4,627 4,627 6,218 8,481 10,163 10,531 10,960 11,936 11,682 13,002 General and administration expense 10,744 11,734 12,757 12,757 12,175 16,454 19,039 15,708 19,209 21,232 19,558 19,070 Stock-based compensation expense (4,126) (9,108) (11,578) (11,578) (7,248) (13,179) (15,627) (11,169) (11,935) (13,944) (5,302) (12,309) Restructuring and reduction of force (482) (403) (391) (391) - - (713) - - (958) (7,530) 347 Adjusted EBITDA ($3,982) ($7,691) ($595) ($595) ($3,944) ($5,656) ($4,231) $3,731 ($10,093) ($15,618) ($12,674) ($5,593) Bridg Platform Adjusted Contribution - - - - - $2,027 $2,748 $3,178 $3,819 $5,258 $5,257 $5,720 Minus: Delivery costs - - - - - 911 1,613 1,809 1,626 1,851 1,502 1,312 Sales and marketing expense - - - - - 398 1,264 1,564 1,740 1,075 1,760 2,341 Research and development expense - - - - - 453 978 1,280 1,331 1,645 2,080 1,799 General and administration expense - - - - - 434 1,034 1,376 1,216 (248) 414 995 Stock-based compensation expense - - - - - (158) (1,203) (1,681) (1,650) 1,102 (465) (183) Restructuring and reduction of force - - - - - - - - - - - - Adjusted EBITDA - - - - - ($11) ($938) ($1,170) ($444) ($167) ($34) ($544) Consolidated Adjusted Contribution $20,379 $12,402 $19,749 $19,749 $24,341 $29,630 $31,625 $44,032 $32,775 $35,125 $35,143 $39,992 Minus: Delivery costs 3,406 3,499 3,498 3,498 3,938 5,748 6,390 6,427 6,533 8,162 9,125 6,583 Sales and marketing expense 10,968 10,405 11,431 11,431 13,202 17,063 16,733 18,998 17,648 21,983 18,289 16,825 Research and development expense 3,851 3,966 4,627 4,627 6,218 8,934 11,141 11,811 12,291 13,581 13,762 14,801 General and administration expense 10,744 11,734 12,757 12,757 12,175 16,888 20,073 17,085 20,425 20,984 19,972 20,065 Stock-based compensation expense (4,126) (9,108) (11,578) (11,578) (7,248) (13,337) (16,830) (12,849) (13,585) (12,842) (5,767) (12,492) Restructuring and reduction of force (482) (403) (391) (391) - - (713) - - (958) (7,530) 347 Adjusted EBITDA ($3,982) ($7,691) ($595) ($595) ($3,944) ($5,666) ($5,169) $2,560 ($10,537) ($15,785) ($12,708) ($6,137)
Reconciliation of GAAP net loss to non-GAAP net loss and non-GAAP net loss per share Three Months Ended Twelve Months Ended December 31, December 31, 2022 2021 2022 2021 Net loss ($378,279) ($11,834) ($465,264) ($128,565) Plus: Stock-based compensation expense 12,492 12,849 44,686 50,264 Foreign currency (gain) loss (4,506) 43 6,376 1,267 Acquisition and integration costs (benefits) 1,395 1,446 (2,874) 24,372 Amortization of acquired intangibles 3,459 6,703 25,019 19,712 Change in fair value of contingent consideration (14,030) (6,367) (128,174) 1,374 Impairment of goodwill and intangible assets 370,139 - 453,288 - Restructuring and reduction of force (347) - 8,139 713 Income tax benefit - (7,864) 1,446 (7,864) Non-GAAP net loss ($9,677) ($5,024) ($57,358) ($38,727) Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: Weighted-average common shares outstanding, diluted 33,419 33,393 33,419 32,202 Non-GAAP net loss per share attributable to common stockholders, diluted ($0.29) ($0.15) ($1.72) ($1.20)
Reconciliation of forecasted GAAP revenue to billings Q1 2023 Guidance Revenue $54.0 - $63.0 Plus: Consumer Incentives $29.0 - $31.0 Billings $84.0- $93.0
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 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 (loss) income before income taxes; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); deferred implementation costs; restructuring and reduction of force; acquisition and integration costs (benefit); Impairment of goodwill and intangible assets; 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, opened an email containing an offer, 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 before stock-based compensation expense; foreign currency loss (gain); acquisition and integration costs (benefit); amortization of acquired intangibles; change in fair value of contingent considerations; Impairment of goodwill and intangible assets; and restructuring and reduction of force. 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 Entertainment Amusement Parks, Cinema/Video, Concerts/Theater, Gaming, Golf, Miscellaneous Recreation Services, Museums/Parks, Radio, Sporting & Sporting Venues/Other, Ticket Providers Grocery & Gas 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 & Entertainment Airlines, Car Rental, Cruise Lines, Gas Stations, Hotels/Lodging, Other Travel, Parking Services, Personal Transportation, Tour Operators/Agencies, Travel Aggregators and Agencies 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
