0001666071-21-000082 | 10-Q | XBRL Viewer

LEASES (Tables)

3 Months Ended

Mar. 31, 2021

The following table summarizes activity related to our leases (in thousands):


	Three Months Ended March 31,
	2020		2021
Operating lease expense	$	1,027	$	1,191
Variable lease expense	297		200
Short-term lease expense	112		25

The following table presents our weighted average borrowing rate and weighted average lease term:


	March 31, 2020		March 31, 2021
Weighted average borrowing rate	3.4	%	3.4	%
Weighted average remaining lease term (years)	4.0		3.0

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

The following table summarizes future maturities of lease liabilities as of March 31, 2021 (in thousands):


	Amount
2021 (remainder of year)	$	4,230
2022	5,263
2023	3,164
2024	1,807
Thereafter	611
Total lease payments	15,075
Imputed interest	740
Total operating lease liabilities	$	14,335

DEBT - Net Carrying Amount of Equity Component (Details) $ in Thousands	Sep. 22, 2020 USD ($)
Debt Disclosure [Abstract]
Proceeds allocated to the conversion options (debt discount)	$ 53,096
Minus: Issuance costs	(1,680)
Net carrying amount of the equity component	$ 51,416

LEASES - Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Operating lease expense	$ 1,191	$ 1,027
Variable lease expense	200	297
Short-term lease expense	$ 25	$ 112
Weighted average borrowing rate	3.40%	3.40%

GOODWILL AND ACQUIRED INTANGIBLES (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows (in thousands):


Balance as of December 31, 2020	$	—
Goodwill additions	203,181
Balance as of March 31, 2021	$	203,181

Schedule of Finite-Lived Intangible Assets

Other intangible assets subject to amortization as of March 31, 2021 were as follows:


	Cost		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)
Trade name	$	2,500	$	(59)	$	2,441	3.0
Developed technology	37,000		(475)		36,525		6.0
Merchant relationships	21,000		(285)		20,715		5.0
Partner relationships	2,000		(20)		1,980		7.0
Card-linked subscriber user base	$	17,000	(150)		$	16,850	5.0

Finite-lived Intangible Assets Amortization Expense

As of March 31, 2021, we expect amortization expense in future periods to be as follows (in thousands):


	Amount
2021 (remainder of year)	$	11,287
2022	14,886
2023	14,886
2024	14,198
2025	14,052
Thereafter	9,202
Total expected future amortization expense	$	78,511

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions	Mar. 31, 2021 USD ($)
Financial Institution Share Commitment
Loss Contingencies [Line Items]
FI share commitment	$ 10.0

BUSINESS COMBINATIONS - Pro Forma Consolidated Results of Operations (Details) - Dosh Holdings, Inc. - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 57,019	$ 47,653
Net loss	$ (29,283)	$ (23,886)

SEGMENTS

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

SEGMENTS

As of March 31, 2021, we have two operating segments: the Cardlytics platform in the U.S. and U.K., as determined by the information that our Chief Executive Officer, who we consider our chief operating decision-maker ("CODM"), uses to make strategic goals and operating decisions. Our Cardlytics platform operating segments in the U.S. and U.K. represent our proprietary advertising channels and are aggregated into one reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution. Subsequent to the acquisition of Dosh, our CODM began reviewing Dosh revenue, however all Dosh operating expenses are reviewed on a combined basis with the operating expenses of the Cardlytics platform in the U.S. Therefore, we do not consider Dosh to be a separate operating segment. Our CODM allocates resources to, and evaluates the performance of, our operating segments based on revenue and adjusted contribution.

COMMITMENTS AND CONTINGENCIES

Implementation Costs

Agreements with certain partners have historically required us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to our partners are included in deferred implementation costs on our condensed consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements. Amortization is included in Partner Share and other third-party costs on our condensed consolidated statements of operations and is presented in deferred implementation costs on our condensed consolidated statement of cash flows. Prior to March 31, 2021, we referred to deferred implementation costs as deferred FI implementation costs.

The following table summarizes changes in deferred implementation costs (in thousands):


	Three Months Ended March 31,
	2020		2021
Beginning balance	$	8,383	$	3,785

Amortization	(1,008)		(882)

Ending balance	$	7,375	$	2,903

We have a minimum Partner Share commitment to a certain FI partner totaling $10.0 million over a 12-month period following the completion of certain milestones by the partner, which were not met as of March 31, 2021. Any expected shortfall penalty will be accrued during the 12-month period following the completion of the milestones.

Litigation

From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters. We make assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, we accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, we disclose the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, we disclose the nature and estimate of the possible loss of the litigation. We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.

Concentration Risk Disclosure

Concentrations of Risk

Cash and Cash Equivalents

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. A significant portion of our cash and cash equivalents are held in fully FDIC–insured demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions. Our remaining cash and cash equivalents are held with four financial institutions, which we believe are of high credit quality.

Marketers

Our revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the three months ended March 31, 2020 and 2021, our top five marketers accounted for 32% and 38% of our revenue, respectively, with one marketer accounting for over 10% during each period. As of March 31, 2020 our top five marketers accounted for 32% of our accounts receivable with two different marketers representing over 10%. As of March 31, 2021 our top five marketers accounted for 40% of our accounts receivable with two different marketers each representing over 10%.

FI Partners

Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in the Cardlytics platform and access to their purchase data in order to offer our solutions to marketers and their agencies. We must have FI partners with a sufficient number of customers and levels of customer engagement to ensure that we have robust purchase data and marketing space to support a broad array of incentive programs for marketers. Our agreements with a substantial majority of our FI partners have terms of three to seven years but are generally terminable by the FI partner on 90 days or less prior notice. If an FI partner terminates its agreement with us, we would lose that FI as a source of purchase data and online banking customers.

During both the three months ended March 31, 2020 and 2021, Bank of America, National Association (“Bank of America”) and JPMorgan Chase Bank, National Association (“Chase”) combined to account for over 75% of the total Partner Share we paid to all partners, with each representing over 30%. No other partner accounted for over 10% of Partner Share during these periods.

BUSINESS COMBINATIONS - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 05, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 203,181		$ 0
Dosh Holdings, Inc.
Business Acquisition [Line Items]
Cash and cash equivalents		$ 7,323
Accounts receivable and other assets		6,146
Intangible assets		79,500
Goodwill		203,181
Accounts payable and other liabilities		(4,146)
Consumer incentive liability		(15,101)
Total purchase consideration		$ 276,903

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Our board of directors has adopted and our stockholders have approved our 2018 Equity Incentive Plan ("2018 Plan"). Our 2018 Plan became effective on February 8, 2018, the date our registration statement in connection with our initial public offering ("IPO") was declared effective. We do not expect to grant any additional awards under our 2008 Stock Plan ("2008 Plan"). Any awards granted under the 2008 Plan will remain subject to the terms of our 2008 Plan and applicable award agreements.

Initially, the aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2018 Plan is the sum of (i) 1,875,000 shares plus (ii) 61,247 shares reserved, and remaining available for issuance, under our 2008 Plan at the time our 2018 Plan became effective and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Plan that would have otherwise returned to our 2008 Plan (such as upon the expiration or termination of a stock award prior to vesting). As of December 31, 2020, there were 1,222,316 shares of our common stock reserved for issuance under our 2018 Plan. The number of shares of our common stock reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 Plan increased by 1,393,040 shares on January 1, 2021.

The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2020		2021
Delivery costs	$	175	$	309
Sales and marketing expense	1,269		2,432
Research and development expense	603		1,514
General and administration expense	2,078		2,993
Total stock-based compensation expense	$	4,125	$	7,248

During the three months ended March 31, 2020 and 2021 we capitalized less than $0.1 million and $0.1 million of stock-based compensation expense for software development, respectively.

Common Stock Options

Options to purchase shares of common stock generally vest over four years and expire 10 years following the date of grant. The following table summarizes changes in common stock options:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value(1) (in thousands)
Options outstanding — December 31, 2020	513	$	23.91
Granted	—	—
Exercised	(31)	16.11			$	3,734
Forfeited	—	—
Canceled	—	—
Options outstanding — March 31, 2021	482	24.42		5.51	$	41,043
Exercisable — March 31, 2021	471	$	24.38	5.53	$	40,220

(1)For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at March 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $109.70 per share closing price of our common stock as reported on the Nasdaq Global Market on March 31, 2021, that would have been received by option holders had all in-the-money options been exercised on that date.

The total fair value of options vested during the three months ended March 31, 2021 was $0.3 million. As of March 31, 2021, unamortized stock-based compensation expense related to unvested common stock options were less than $0.1 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 0.5 years.

Common Stock Options from Dosh Acquisition

In connection with the acquisition of Dosh, each unvested option to purchase shares of Dosh common stock outstanding as of the acquisition date was converted to unvested options to purchase shares of our common stock. These awards were granted under the Dosh Holdings, Inc. 2017 Stock Incentive Plan ("Dosh Plan") and were separately registered with the Securities and Exchange Commission on Form S-8 on April 9, 2021. The maximum aggregate number of shares of our common stock that may be issued upon exercise of these awards is 104,098 shares, and we do not expect to grant any additional awards under the Dosh Plan. The converted awards retain the same terms and conditions as the awards granted by Dosh prior to the acquisition. The awards have remaining vesting periods ranging from less than one year to four years.

The following table summarizes changes in common stock options:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding — December 31, 2020	—	$	—
Assumed	104	3.06
Exercised	—	—			—
Forfeited	(8)	3.06
Canceled	—	—
Options outstanding — March 31, 2021	96	3.06		8.60	$	10,221
Exercisable — March 31, 2021	4	$	3.06	8.00	$	450

The total fair value of options vested during the three months ended March 31, 2021 was $0.2 million. As of March 31, 2021, unamortized stock-based compensation expense related to unvested common stock options was $5.6 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 2.78 years.

The acquisition date fair value of the converted options was determined using the Black-Scholes options pricing model. The fair value identified was then allocated between pre-combination service, attributed to purchase consideration net of a 20% anticipated forfeiture rate, and post-combination service, to be recognized as stock-based compensation expense over the remaining vesting term.

The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs:


	March 5, 2021
Value of Common Stock	$	128.06
Expected Term	7.00
Volatility	54.6		%
Risk-free interest rate	1.1		%
Exercise Price	$	3.06
Dividend Rate	—		%

Restricted Stock Units

We grant restricted stock units ("RSUs") to employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:


	Shares (in thousands)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)	Unamortized Compensation Costs (in thousands)
Unvested — December 31, 2020	2,434	$	32.49
Granted	52	123.07
Vested	(28)	21.49
Forfeited	(5)	33.76
Unvested — March 31, 2021	2,453	$	34.55	2.69	$	61,430

During the three months ended March 31, 2021, we granted 52,322 RSUs to employees, which have annual vesting periods of four years.

Subsequent to March 31, 2021, we granted 368,529 RSUs to employees and executives, which have vested periods vesting from six months to four years and a weighted average vesting period of 3.4 years. Unamortized stock-based compensation expense related to these RSUs totaled $45.3 million.

Performance-based RSUs

In April 2019, we granted 1,252,500 performance-based restricted stock units (“2019 PSUs”). The 2019 PSUs are composed of four equal tranches, each of which have an independent performance-based vesting condition. The vesting criteria for the four tranches are as follows:

•a minimum growth rate in adjusted contribution over a trailing 12-month period,

•a minimum number of advertisers that are billed above a specified amount over a trailing 12-month period,

•a minimum cumulative adjusted EBITDA target over a trailing 12-month period, and

•a minimum trailing 30-day average closing price of our common stock.

The vesting conditions of each of the four tranches must be achieved within four years of the grant date. Upon a vesting event, 50% of the related tranche vests immediately, 25% of the related tranche vests six months after the achievement date and 25% of the related tranche vests 12 months after the achievement date. Adjusted EBITDA and adjusted contribution are performance metrics defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." In August and November 2019, the compensation committee of our board of directors certified that the target minimum trailing 30-day average closing price of our common stock and target minimum cumulative adjusted EBITDA target over a trailing 12-month period, respectively, were achieved resulting in the immediate vesting of 50% of the related PSU tranches. In February 2020, 25% of the 30-day average closing price of our common stock PSU tranche vested upon the six-month anniversary of the tranche's achievement date and the remaining 25% of the tranche vested in August 2020 upon the twelve-month anniversary of the tranche's achievement date. In May 2020, 25% of the adjusted EBITDA tranche vested upon the six-month anniversary of the tranche's achievement date, and the remaining 25% of the tranche will vested in November 2020 upon the twelve-month anniversary of the tranche's achievement date.

In April 2020, we granted 476,608 performance-based restricted stock units ("2020 PSUs"), of which 443,276 units have a performance-based vesting condition based on a minimum average revenue per user ("ARPU") target over a trailing 12-month period and 33,332 units have the same performance-based vesting conditions as those that remain unmet under the 2019 PSUs described above. ARPU is a performance metric defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The ARPU vesting condition must be achieved within four years of the grant date. Upon the vesting event, 50% of the award vests immediately, 25% of the award vests six months after achievement date and 25% of the award vests 12 months after the achievement date.

In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 55,118 units that have a performance-based vesting condition based on a minimum revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 55,118 units with a performance-based vesting condition based on a different minimum revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vest six months after the achievement date, subject to continued service. Each performance-based vesting condition within the two tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our board of directors.

Additionally, in April 2021, we granted 10,000 performance-based restricted stock units which have the same unmet vesting condition as the 2020 PSUs based on a minimum ARPU target over a trailing 12-month period as described above.

Employee Stock Purchase Plan

Our 2018 Employee Stock Purchase Plan ("2018 ESPP") enables eligible employees to purchase shares of our common stock at a discount. Purchases are accomplished through participation in discrete offering periods. On each purchase date, participating employees purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on the first trading day of the offering period or the date of purchase.

As of December 31, 2020, 474,120 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, which began on January 1, 2019 and will continue through and including January 1, 2026, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 500,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 278,608 shares on January 1, 2021. Shares subject to purchase rights granted under our 2018 ESPP that terminate without having been issued in full will not reduce the number of shares available for issuance under our 2018 ESPP. No shares were issued under the 2018 ESPP in the three months ended March 31, 2021.

OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 05, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Depreciation and amortization expense		$ 800
Restructuring charges				$ 500
Credit loss expense			$ 1,004	$ 1,477
COVID-19 Pandemic
Business Acquisition [Line Items]
Deferred revenue			700
Credit loss expense			1,500
Public Equity Offering
Business Acquisition [Line Items]
Share price (in dollars per share)	$ 130.00
Number of shares issued	3,850
Total net proceeds	$ 484,000
Underwriting discounts and commissions	16,300
Offering costs	200
Dosh Holdings, Inc.
Business Acquisition [Line Items]
Purchase consideration	276,903
Cash	150,000
Adjustments and escrows	$ 5,900
Share price (in dollars per share)	$ 136.33
Dosh Holdings, Inc. \| Common Stock
Business Acquisition [Line Items]
Value of shares of common stock	$ 117,354
Dosh Holdings, Inc. \| Equity Option
Business Acquisition [Line Items]
Fair value of unvested options to purchase common stock	3,593		$ 7,600
Proceeds from Issuance Initial Public Offering	$ 500,500

DEBT - Net Carrying Amount of Liability Component (Details) $ in Thousands	Sep. 22, 2020 USD ($)
Debt Disclosure [Abstract]
Principal	$ 230,000
Minus: Unamortized debt discount	(48,288)
Minus: Unamortized issuance costs	(5,172)
Net carrying amount of the liability component	$ 176,540

REVENUE (Notes)

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

REVENUE

REVENUEOur advertising channel enables marketers to reach consumers through our partners' trusted and frequently visited online and mobile platform channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these consumer incentives to our partners’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $22.3 million and $23.1 million during the three months ended March 31, 2020 and 2021, respectively. We pay certain partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to partners’ customers and certain third-party data costs ("Partner Share"). Revenue on our condensed consolidated statements of operation is presented net of Consumer Incentives and gross of Partner Share. Prior to March 31, 2021, we referred to Partner Share as FI Share.

We price our advertising campaigns predominantly in two ways: (1) Cost per Served Sale (“CPS”), and (2) Cost per Redemption (“CPR”).

•CPS. Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage of all purchases from the marketer by consumers (1) who are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive. We set CPS rates for marketers based on our expectation of the marketer’s return on advertising spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer.

•CPR. Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate. We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign.

The following table summarizes revenue by pricing model (in thousands):


	Three Months Ended March 31,
	2020		2021
Cost per Served Sale	$	30,846	$	37,572
Cost per Redemption	14,068		15,307
Other	595		351
Revenue	$	45,509	$	53,230

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 613,548	$ 293,239	$ 102,174
Restricted cash	$ 111		$ 121

BUSINESS COMBINATIONS - Schedule of Business Acquisitions (Details) - Dosh Holdings, Inc. - USD ($) $ in Thousands	Mar. 05, 2021	Mar. 31, 2021
Business Acquisition [Line Items]
Cash paid to common and preferred stockholders, warrant holders and vested option holders	$ 136,164
Cash paid to extinguish acquiree debt	16,574
Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs	3,218
Total purchase consideration	276,903
Common Stock
Business Acquisition [Line Items]
Fair value of common stock transferred	117,354
Equity Option
Business Acquisition [Line Items]
Fair value of assumed options attributable to pre-combination service	$ 3,593	$ 7,600

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of antidilutive securities


	March 31,
	2020	2021

Common stock options	837	578
Convertible Senior Notes	—	2,701
Unvested restricted stock units	1,730	2,453


Common stock issuable pursuant to the ESPP	34	13

GOODWILL AND ACQUIRED INTANGIBLES

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND ACQUIRED INTANGIBLES

The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows (in thousands):


Balance as of December 31, 2020	$	—
Goodwill additions	203,181
Balance as of March 31, 2021	$	203,181

Other intangible assets subject to amortization as of March 31, 2021 were as follows:


	Cost		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)
Trade name	$	2,500	$	(59)	$	2,441	3.0
Developed technology	37,000		(475)		36,525		6.0
Merchant relationships	21,000		(285)		20,715		5.0
Partner relationships	2,000		(20)		1,980		7.0
Card-linked subscriber user base	$	17,000	(150)		$	16,850	5.0

REVENUE (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]


	Three Months Ended March 31,
	2020		2021
Cost per Served Sale	$	30,846	$	37,572
Cost per Redemption	14,068		15,307
Other	595		351
Revenue	$	45,509	$	53,230

SEGMENTS - Narrative (Details) $ in Thousands	3 Months Ended
SEGMENTS - Narrative (Details) $ in Thousands	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	2
Capital expenditures	$ 1,377	$ 492
Marketers \| Revenue Benchmark \| Top Five Marketers
Segment Reporting Information [Line Items]
Concentration risk	38.00%	32.00%
Marketers \| Revenue Benchmark \| Largest Marketers
Segment Reporting Information [Line Items]
Concentration risk	10.00%
Marketers \| Accounts Receivable \| Top Five Marketers
Segment Reporting Information [Line Items]
Concentration risk		40.00%
Marketers \| Accounts Receivable \| Largest Marketers
Segment Reporting Information [Line Items]
Concentration risk	10.00%	10.00%
Supplier Concentration Risk \| Financial Institution Partner \| Largest FI Partner
Segment Reporting Information [Line Items]
Concentration risk		75.00%
Supplier Concentration Risk \| Financial Institution Partner \| Bank Of America, National Association
Segment Reporting Information [Line Items]
Concentration risk		30.00%
Supplier Concentration Risk \| Financial Institution Partner \| JP Morgan Chase Bank, National Association
Segment Reporting Information [Line Items]
Concentration risk		30.00%
United Kingdom
Segment Reporting Information [Line Items]
Capital expenditures	$ 600	$ 100

GOODWILL AND ACQUIRED INTANGIBLES - Amortization expense schedule $ in Thousands	Mar. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	$ 11,287
Finite-Lived Intangible Assets, Amortization Expense, Year Two	14,886
Finite-Lived Intangible Assets, Amortization Expense, Year Three	14,886
Finite-Lived Intangible Assets, Amortization Expense, Year Four	14,198
Finite-Lived Intangible Assets, Amortization Expense, Year Five	14,052
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	9,202
Finite-Lived Intangible Assets, Net	$ 78,511

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 613,548	$ 293,239
Restricted cash	111	110
Accounts receivable, net	75,334	81,249
Other receivables	5,911	5,306
Prepaid expenses and other assets	7,669	5,687
Total current assets	702,573	385,591
Long-term assets:
Property and equipment, net	14,118	13,865
Operating Lease, Right-of-Use Asset	10,810	10,764
Intangible assets, net	78,981	447
Goodwill	203,181	0
Capitalized software development costs, net	7,788	6,299
Deferred implementation costs, net	2,903	3,785
Other long-term assets, net	2,681	1,786
Total assets	1,023,035	422,537
Current liabilities:
Accounts payable	3,249	1,363
Accrued liabilities:
Accrued compensation	8,334	7,582
Accrued expenses	8,714	5,502
Partner Share liability	30,708	37,457
Consumer Incentive liability	35,318	24,290
Deferred revenue	259	349
Current operating lease liabilities	5,448	4,718
Current finance lease liabilities	7	13
Total current liabilities	92,037	81,274
Long-term liabilities:
Convertible senior notes, net	176,540	174,011
Long-term operating lease liabilities	8,887	9,381
Other long-term liabilities	679	679
Total liabilities	278,143	265,345
Stockholders’ equity:
Common stock, $0.0001 par value—100,000 shares authorized and 27,861 and 31,770 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively.	8	8
Additional paid-in capital	1,164,320	551,429
Accumulated other comprehensive income	(488)	(192)
Accumulated deficit	(418,948)	(394,053)
Total stockholders’ equity	744,892	157,192
Total liabilities and stockholders’ equity	$ 1,023,035	$ 422,537

GOODWILL AND ACQUIRED INTANGIBLES - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2020	$ 0
Goodwill additions	203,181
Balance as of March 31, 2021	$ 203,181

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 05, 2021	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Revenue		$ 53,230	$ 45,509
Dosh Holdings, Inc.
Business Acquisition [Line Items]
Purchase consideration	$ 276,903
Costs in connection with acquisition		7,000
Revenue		500
Net Income (Loss) Attributable to Noncontrolling Interest		$ (2,400)

STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 30, 2021	Mar. 31, 2021
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized		2 years 8 months 8 days
Stock option expense		$ 61,430
Shares (in thousands)
Unvested — Beginning balance (in shares)		2,434,000
Granted (in shares)		52,000
Vested (in shares)		(28,000)
Forfeited (in shares)		(5,000)
Unvested — Ending balance (in shares)		2,453,000
Weighted-Average Grant Date Fair Value
Unvested — Beginning balance (in usd per share)		$ 32.49
Vested (in usd per share)		21.49
Forfeited (in usd per share)		33.76
Unvested — Ending balance (in usd per share)		34.55
Granted (in usd per share)		$ 123.07
Subsequent Event \| Restricted stock units
Shares (in thousands)
Granted (in shares)	368,529
Weighted-Average Grant Date Fair Value
Compensation not yet recognized, awards other than options	$ 45,300
Subsequent Event \| Performance Shares
Shares (in thousands)
Unvested — Ending balance (in shares)	110,236

COMMITMENTS AND CONTINGENCIES - Deferred FI Implementation Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Deferred Financial Institution Costs [Roll Forward]
Beginning balance	$ 3,785	$ 8,383
Amortization	882	1,008
Ending balance	$ 2,903	$ 7,375

BUSINESS COMBINATIONS (Tables)

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions

On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $276.9 million.


	March 5, 2021
	(in thousands)
Cash paid to common and preferred stockholders, warrant holders and vested option holders	$	136,164
Cash paid to extinguish acquiree debt	16,574
Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs	3,218
Fair value of common stock transferred	117,354
Fair value of assumed options attributable to pre-combination service	3,593
Total purchase consideration	$	276,903

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):


	March 5, 2021
Cash and cash equivalents	$	7,323
Accounts receivable and other assets	6,146
Intangible assets	79,500
Goodwill	203,181
Accounts payable and other liabilities	(4,146)
Consumer incentive liability	(15,101)
Total purchase consideration	$	276,903

Identifiable Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):


	Fair Value		Useful life (in years)
Trade name	$	2,500	3.0
Developed technology	37,000		6.0
Merchant relationships	21,000		5.0
Partner relationships	2,000		7.0
Card-linked subscriber user base	$	17,000	5.0

Business Acquisition, Pro Forma Information

Consequently, actual results will differ from the unaudited pro forma information presented below.


	Three Months Ended March 31,
	2020		2021
Revenue	$	47,653	$	57,019
Net loss	$	(23,886)	$	(29,283)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019		26,547
Beginning balance at Dec. 31, 2019	$ 143,267	$ 8	$ 480,578	$ 1,312	$ (338,631)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		161
Exercise of common stock options	3,145		3,145
Stock-based compensation	4,180		4,180
Settlement of restricted stock (in shares)		107
Other comprehensive loss	1,297			1,297
Net loss	(13,531)				(13,531)
Ending balance (in shares) at Mar. 31, 2020		26,824
Ending balance at Mar. 31, 2020	138,358	$ 8	487,903	2,609	(352,162)
Beginning balance (in shares) at Dec. 31, 2020		27,861
Beginning balance at Dec. 31, 2020	$ 157,192	$ 8	551,429	(192)	(394,053)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	31	31
Exercise of common stock options	$ 507		507
Stock-based compensation	7,394		7,394
Settlement of restricted stock (in shares)		28
Issuance of common stock (in shares)		3,850
Issuance of common stock	484,043		484,043
Common stock purchase consideration for the acquisition of Dosh	117,354		117,354
Fair value of assumed Dosh options attributable to pre-combination service	3,593		3,593
Other comprehensive loss	(296)			(296)
Net loss	(24,895)				(24,895)
Ending balance (in shares) at Mar. 31, 2021		31,770
Ending balance at Mar. 31, 2021	$ 744,892	$ 8	$ 1,164,320	$ (488)	$ (418,948)

LEASES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020
Lessee, Lease, Description [Line Items]
Additional right-of-use assets	$ 1.1
Additional lease liabilities	1.5
Cash payments	1.4	$ 0.9
Dosh Holdings, Inc.
Lessee, Lease, Description [Line Items]
Additional right-of-use assets	0.9
Additional lease liabilities	1.3
Data Center Expansion
Lessee, Lease, Description [Line Items]
Additional right-of-use assets	$ 0.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue	$ 53,230	$ 45,509
Costs and expenses:
Partner Share and other third-party costs	29,771	26,138
Delivery costs	3,938	3,406
Sales and marketing expense	13,202	10,968
Research and development expense	6,218	3,851
General and administration expense	12,175	10,744
Acquisition and integration costs	7,030	0
Depreciation and amortization expense	3,065	2,331
Total costs and expenses	75,399	57,438
Operating loss	(22,169)	(11,929)
Other (expense) income:
Interest income (expense), net	(3,045)	284
Foreign currency (loss) gain	319	(1,886)
Total other expense	(2,726)	(1,602)
Loss before income taxes	(24,895)	(13,531)
Income tax benefit	0	0
Net loss	(24,895)	(13,531)
Net loss attributable to common stockholders	$ (24,895)	$ (13,531)
Net loss per share attributable to common stockholders, basic and diluted (in USD per share)	$ (0.85)	$ (0.51)
Weighted-average common shares outstanding, basic and diluted (in shares)	29,313	26,725

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Period End Date	Mar. 31, 2021
Entity Common Stock, Shares Outstanding (in shares)		32,876,077
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001666071
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38386
Entity Registrant Name	CARDLYTICS, INC.
Entity Tax Identification Number	26-3039436
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	30308
Entity Address, State or Province	GA
Entity Address, City or Town	Atlanta
Entity Address, Address Line One	675 Ponce de Leon Ave. NE, Ste 6000
Local Phone Number	792-5802
City Area Code	(888)
Title of 12(b) Security	Common Stock
Trading Symbol	CDLX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false

STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Jan. 01, 2020	Dec. 31, 2019	Feb. 08, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Monthly Average Closing Price, Common Stock, Threshold	$ 109.70
Number of shares authorized (in shares)			1,222,316			1,875,000
Number of shares authorized, annual increase	5.00%
Total stock-based compensation expense	$ 7,248	$ 4,125
Delivery costs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	309	175
Sales and marketing expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,432	1,269
Research and development expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,514	603
General and administration expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,993	$ 2,078
ESPP
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
ESPP, number of shares authorized, annual increase (in shares)	500,000		474,120,000	278,608,000
Number of shares authorized, annual increase					1.00%

DEBT

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

DEBT

DEBT AND FINANCING ARRANGEMENTS

2020 Convertible Senior Notes

On September 22, 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in 2025 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 22, 2020 (the “Indenture”), between us and U.S. Bank National Association, as trustee.

The net proceeds from this offering were $222.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used $26.5 million of the net proceeds to pay the cost of the capped call transactions described below.

The Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. Cash paid for interest on the Notes totaled $1.1 million during the three months ended March 31, 2021. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate for the Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. The closing trading price of our common stock was in excess of 130% of the conversion price for more than 20 trading days during the preceding 30 consecutive trading days as of March 31, 2021, thus making the Notes convertible at the option of the holders during the quarter ending June 30, 2021. The Notes may be convertible thereafter if one or more of the conversion conditions is satisfied during future measurement periods. On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. We currently intend to settle the principal amount of the Notes with cash.

The conversion rate for the Notes will initially be 11.7457 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $85.14 per share of common stock. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the Indenture), as the case may be.

We may not redeem the Notes prior to September 20, 2023. We may redeem for cash all or any portion of the Notes, at our option, on or after September 20, 2023 and prior to the 36th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If we elect to redeem less than all of the Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

If we undergo a Fundamental Change (as defined in the Indenture), then, except as set forth in the Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

•default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

•default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

•failure by us to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;

•failure by us to give a fundamental change notice, notice of a make-whole fundamental change or notice of a specified corporate event, in each case when due and such failure continues for one business day;

•failure by us to comply with its obligations in respect of any consolidation, merger or sale of assets;

•failure by us to comply with any of our other agreements in the Notes or the Indenture for 60 days after written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

•default by us or any of our significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent), in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

•certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.

If certain bankruptcy and insolvency-related events of default with respect to us occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to us, occurs and is continuing, the trustee by notice to us or the holders of at least 25% in principal amount of the outstanding Notes by notice to us and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent we so elect, the sole remedy for an event of default relating to certain failures by us to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default, as long as such event of default is continuing (in addition to any additional interest that may accrue as a result of a registration default (as set forth in the Indenture).

The Indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of our subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of our direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

The Notes are accounted for in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component of the instrument was computed using a discount rate of 6.50%, which was determined by estimating the fair value of a similar liability without the conversion option. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

The net carrying amount of the liability component of the Notes was as follows (in thousands):


	March 31, 2021
Principal	$	230,000
Minus: Unamortized debt discount	(48,288)
Minus: Unamortized issuance costs	(5,172)
Net carrying amount of the liability component	$	176,540

The net carrying amount of the equity component of the Notes was as follows (in thousands):


	March 31, 2021
Proceeds allocated to the conversion options (debt discount)	$	53,096
Minus: Issuance costs	(1,680)
Net carrying amount of the equity component	$	51,416

Interest expense recognized related to the Notes is as follows (in thousands):


	Three Months Ended March 31, 2021
Contractual interest expense (due in cash)	$	575
Amortization of debt discount	2,321
Amortization of debt issuance costs	207
Total interest expense related to the Notes	$	3,103

Capped Call Transactions

In connection with the issuance of the Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial Note purchasers and certain other financial institutions. The Capped Calls are intended to reduce potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be. The Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The cost of $26.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The Capped Calls each have an initial strike price of $85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $128.51 per share, subject to certain adjustments.

2018 Loan Facility

In December 2020, we amended our loan facility with Pacific Western Bank ("2018 Loan Facility") to increase the capacity of our asset-backed revolving line of credit ("2018 Line of Credit") from $40.0 million to $50.0 million. This amendment also extended the maturity date of the 2018 Loan Facility from May 14, 2021 to December 31, 2022. Prior to the December 2020 amendment, the 2018 Loan Facility contained moving trailing 12-month billing covenants, which ranged from $210.0 million to $255.0 million, during the term of the facility. The former terms of the 2018 Loan Facility also required us to maintain a total cash balance plus liquidity under the 2018 Line of Credit of not less than $5.0 million. Effective with the December 2020 amendment, the former billings and liquidity covenants were removed and were replaced with a requirement to maintain a cash to funded senior debt ratio under the 2018 Line of Credit of 1.25:1.00.

We have made no borrowings or repayments on the 2018 Line of Credit during the three months ended March 31, 2021. As of March 31, 2021, we had no outstanding borrowings on our 2018 Line of Credit and had $50.0 million of unused borrowings available. Under the terms of the 2018 Line of Credit, we are able to borrow up to the lesser of $50.0 million or 85% of the amount of our eligible accounts receivable. Interest on advances bears an interest rate equal to the prime rate minus 0.50%, or 2.75% as of March 31, 2021. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the $50.0 million revolving commitment. We believe that we compliant with all financial covenants as of March 31, 2021.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Consumer Incentives (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Consumer Incentives, Expense	$ 23.1	$ 22.3

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2020 and 2021 because the effects of potentially dilutive items were anti-dilutive, given our net loss during these periods. The following securities as of March 31, 2020 and 2021 have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands):


	March 31,
	2020	2021

Common stock options	837	578
Convertible Senior Notes	—	2,701
Unvested restricted stock units	1,730	2,453


Common stock issuable pursuant to the ESPP	34	13

STOCK-BASED COMPENSATION - Summary of Common Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 01, 2019	Mar. 31, 2021
Shares (in thousands)
Beginning balance (in shares)		513,000
Granted (in shares)		0
Exercised (in shares)		(31,000)
Forfeited (in shares)		0
Canceled (in shares)		0
Ending balance (in shares)		482,000
Weighted-Average Exercise Price
Beginning balance (in usd per share)		$ 23.91
Granted (in usd per share)		0
Exercised (in usd per share)		16.11
Forfeited (in usd per share)		0
Canceled (in usd per share)		0
Ending balance (in usd per share)		$ 24.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 41,043
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number		471,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 24.38
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	1,393,040
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		$ 3,734
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value		$ 40,220
Common stock options
Weighted-Average Exercise Price
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		5 years 6 months 3 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		5 years 6 months 10 days
Common Stock Options From Dosh Acquisition
Shares (in thousands)
Beginning balance (in shares)		0
Assumed (in shares)		104,000
Exercised (in shares)		0
Forfeited (in shares)		(8,000)
Canceled (in shares)		0
Ending balance (in shares)		96,000
Weighted-Average Exercise Price
Beginning balance (in usd per share)		$ 0
Assumed (in usd per share)		3.06
Exercised (in usd per share)		0
Forfeited (in usd per share)		3.06
Canceled (in usd per share)		0
Ending balance (in usd per share)		$ 3.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		8 years 7 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		$ 10,221
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number		4,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 3.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		8 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value		$ 450

SEGMENTS - Concentration of Risk (Details)	3 Months Ended
SEGMENTS - Concentration of Risk (Details)	Mar. 31, 2020
Financial Institution Partner \| Supplier Concentration Risk \| Largest FI Partner
Revenue, Major Customer [Line Items]
Concentration risk	75.00%

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Deferred FI implementation costs

The following table summarizes changes in deferred implementation costs (in thousands):


	Three Months Ended March 31,
	2020		2021
Beginning balance	$	8,383	$	3,785

Amortization	(1,008)		(882)

Ending balance	$	7,375	$	2,903

OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Unaudited Interim Results	Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2020.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh, income tax valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates.
Internal-Use Software Development Costs	Internal-Use Software Development Costs During 2019, we began capitalizing costs related to the development of new technology for building and launching marketing campaigns. In March 2020, we redesigned certain elements of this project and wrote off development costs totaling $0.8 million recognized in depreciation and amortization expense on our condensed consolidated statement of operations.
Revenue	Our advertising channel enables marketers to reach consumers through our partners' trusted and frequently visited online and mobile platform channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these consumer incentives to our partners’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $22.3 million and $23.1 million during the three months ended March 31, 2020 and 2021, respectively. We pay certain partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to partners’ customers and certain third-party data costs ("Partner Share"). Revenue on our condensed consolidated statements of operation is presented net of Consumer Incentives and gross of Partner Share. Prior to March 31, 2021, we referred to Partner Share as FI Share. We price our advertising campaigns predominantly in two ways: (1) Cost per Served Sale (“CPS”), and (2) Cost per Redemption (“CPR”). •CPS. Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage of all purchases from the marketer by consumers (1) who are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive. We set CPS rates for marketers based on our expectation of the marketer’s return on advertising spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. •CPR. Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate. We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign.

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Allocation of recognized period costs

The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2020		2021
Delivery costs	$	175	$	309
Sales and marketing expense	1,269		2,432
Research and development expense	603		1,514
General and administration expense	2,078		2,993
Total stock-based compensation expense	$	4,125	$	7,248

Summary of common stock option activity

Options to purchase shares of common stock generally vest over four years and expire 10 years following the date of grant. The following table summarizes changes in common stock options:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value(1) (in thousands)
Options outstanding — December 31, 2020	513	$	23.91
Granted	—	—
Exercised	(31)	16.11			$	3,734
Forfeited	—	—
Canceled	—	—
Options outstanding — March 31, 2021	482	24.42		5.51	$	41,043
Exercisable — March 31, 2021	471	$	24.38	5.53	$	40,220

The following table summarizes changes in common stock options:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding — December 31, 2020	—	$	—
Assumed	104	3.06
Exercised	—	—			—
Forfeited	(8)	3.06
Canceled	—	—
Options outstanding — March 31, 2021	96	3.06		8.60	$	10,221
Exercisable — March 31, 2021	4	$	3.06	8.00	$	450

Schedule of stock options valuation assumptions

The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs:


	March 5, 2021
Value of Common Stock	$	128.06
Expected Term	7.00
Volatility	54.6		%
Risk-free interest rate	1.1		%
Exercise Price	$	3.06
Dividend Rate	—		%

Summary of RSU activity

We grant restricted stock units ("RSUs") to employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:


	Shares (in thousands)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term (in years)	Unamortized Compensation Costs (in thousands)
Unvested — December 31, 2020	2,434	$	32.49
Granted	52	123.07
Vested	(28)	21.49
Forfeited	(5)	33.76
Unvested — March 31, 2021	2,453	$	34.55	2.69	$	61,430

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,895)	$ (13,531)
Other comprehensive income (loss):
Foreign currency translation adjustments	(296)	1,297
Total comprehensive loss	$ (25,191)	$ (12,234)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

SUBSEQUENT EVENTS (Details) - Bridg, Inc., Mr. T Merger Sub, Inc. And Shareholder Representative Services LLC Merger Agreement $ in Millions	Apr. 12, 2021 USD ($)
Forecast
Subsequent Event [Line Items]
VWAP period	20 years
Subsequent Event
Subsequent Event [Line Items]
Cash payment	$ 350.0
Additional payment percentage	0.30
Subsequent Event \| Business Combination Anniversary One
Subsequent Event [Line Items]
Additional payment term	30 years
Annual run rate revenue, percentage	20
Annual run rate revenue adjustment	$ 12.5
Subsequent Event \| Business Combination Anniversary Two
Subsequent Event [Line Items]
Additional payment term	30 years
Annual run rate revenue, percentage	15

EARNINGS PER SHARE (Details) - shares shares in Thousands	3 Months Ended
EARNINGS PER SHARE (Details) - shares shares in Thousands	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,701	0
Common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	578	837
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,453	1,730
Common stock issuable pursuant to the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	13	34

OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION Cardlytics, Inc. (“we,” “our,” “us,” the “Company,” or “Cardlytics”) is a Delaware corporation and was formed on June 26, 2008. We operate an advertising platform within our partners' digital channels, which include online, mobile, email, mobile applications, and various real-time notifications. Our partners predominantly include financial institution ("FI") partners which provide us with access to their anonymized purchase data and digital banking customers. By applying advanced analytics to this aggregation of purchase data, we make it actionable, helping marketers identify, reach and influence likely buyers at scale, and measure the true sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including retail, restaurant, travel and entertainment, telecommunications, subscription services, direct-to-consumer and grocery. Using our purchase intelligence we present customers with offers to save money at a time when they are thinking of their finances. We also operate through Dosh Holdings, LLC, a wholly owned and operated subsidiary in the United States, through Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales, and through Cardlytics Services India Private Limited, a wholly owned and operated subsidiary registered as a private limited company in India. Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2020. Acquisition of Dosh On March 5, 2021, we completed the acquisition of Dosh Holdings, Inc., a personalized cash-back offers platform ("Dosh”). The Company acquired Dosh for purchase consideration of $276.9 million in a combination of cash and common stock. The total purchase price consisted of $150.0 million of cash, subject to $5.9 million of adjustments and escrows; and $125.0 million of shares of our common stock at an agreed-upon price of $136.33 per share, subject to $7.6 million of fair value adjustments based upon our close date, for an acquisition date fair value of $117.4 million. In addition, we assumed unvested options to purchase Dosh’s common stock and attributed $3.6 million of their fair value to the pre-combination service period. Refer to Note 3 - Business Combinations to our condensed consolidated financial statements for further information. Public Offering of Common Stock On March 5, 2021, we closed a public equity offering in which we sold 3,850,000 shares of common stock at a public offering price of $130.00 per share for total gross proceeds of $500.5 million. We received total net proceeds of $484.0 million after deducting underwriting discounts and commissions of $16.3 million and offering costs of $0.2 million. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh, income tax valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates. Internal-Use Software Development Costs During 2019, we began capitalizing costs related to the development of new technology for building and launching marketing campaigns. In March 2020, we redesigned certain elements of this project and wrote off development costs totaling $0.8 million recognized in depreciation and amortization expense on our condensed consolidated statement of operations. Restructuring During the first quarter of 2020, we began a strategic shift within our organization to increase productivity and optimize performance. This plan resulted in severance and medical benefits totaling $0.5 million for the three months ended March 31, 2020. We recognize these costs when we determine the extent of our actions and can estimate the costs. These charges are reflected in sales and marketing on our condensed consolidated statement of operations for the three months ended March 31, 2020. No severance and medical benefits were paid to former employees as of March 31, 2020. Impacts of COVID-19 Pandemic The COVID–19 pandemic resulted in a global slowdown of economic activity that decreased demand for a broad variety of goods and services and consumer discretionary spending, including spending by consumers with our marketers. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. Actual results could differ from those estimates and any such differences may be material to our financial statements. Revenue growth for the three months ended March 31, 2020 was unfavorably affected by the COVID-19 pandemic and its impact on both consumer discretionary spending and marketers' ability to spend advertising budgets on our solution. During the three months ended March 31, 2020 we deferred $0.7 million of revenue and recorded credit losses expense of $1.5 million associated with billings to marketers that we believe are likely to be materially and adversely affected by the slowdown in economic activity resulting from the COVID-19 pandemic. During the first quarter of 2021, we saw continued recovery of both consumer spending as well as the advertising budgets of our clients. Due to continuing uncertainty regarding the severity and duration of the impacts of COVID-19 on the global economy, we will continue to monitor this situation and the potential impacts to our business.

DEBT - Interest Expense Recognized (Details) - USD ($) $ in Thousands		3 Months Ended
	Sep. 22, 2020	Mar. 31, 2021	Mar. 31, 2020
Debt Disclosure [Abstract]
Contractual interest expense (due in cash)	$ 575
Amortization of debt discount	2,321	$ 2,321	$ 0
Amortization of debt issuance costs	207
Total interest expense related to the Notes	$ 3,103

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Consumer Incentives, Expense	$ 23,100	$ 22,300
Revenue from Contract with Customer, Excluding Assessed Tax	53,230	45,509
Cost per Served Sales [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	37,572	30,846
Cost Other [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	351	595
Cost per Redemption [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 15,307	$ 14,068

STOCK-BASED COMPENSATION - Option Valuation Assumptions (Details) - Common Stock Options From Dosh Acquisition	3 Months Ended
	Mar. 31, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price	$ 128.06
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	54.60%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 3.06
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%

LEASES (Notes)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Lessee, Operating Leases [Text Block]

LEASES

We have entered into various non-cancellable operating leases for our office and data center spaces with lease periods expiring between 2021 and 2025. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. We consider a termination or renewal option in the determination of the lease term when it is reasonably certain that we will exercise that option. Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Our operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. Leases with a term of one year or less are not recognized on our condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

During the first quarter of 2021, we recognized additional right-of-use assets and lease liabilities of $1.1 million and $1.5 million, respectively, which includes $0.2 million of new lease agreements related to data center expansion. Additionally, right-of-use assets and lease liabilities of $0.9 million and $1.3 million, respectively, were recorded upon the acquisition of Dosh and assumption of Dosh's existing lease agreements.

During the three months ended March 31, 2020 and 2021, we made cash payments of $0.9 million and $1.4 million, respectively, for operating leases which are included in cash flows used in operating activities in our condensed consolidated statement of cash flows.

The following table summarizes activity related to our leases (in thousands):


	Three Months Ended March 31,
	2020		2021
Operating lease expense	$	1,027	$	1,191
Variable lease expense	297		200
Short-term lease expense	112		25

The following table presents our weighted average borrowing rate and weighted average lease term:


	March 31, 2020		March 31, 2021
Weighted average borrowing rate	3.4	%	3.4	%
Weighted average remaining lease term (years)	4.0		3.0

The following table summarizes future maturities of lease liabilities as of March 31, 2021 (in

Lessee, Finance Leases [Text Block]

LEASES

The following table summarizes activity related to our leases (in thousands):


	Three Months Ended March 31,
	2020		2021
Operating lease expense	$	1,027	$	1,191
Variable lease expense	297		200
Short-term lease expense	112		25

The following table presents our weighted average borrowing rate and weighted average lease term:


	March 31, 2020		March 31, 2021
Weighted average borrowing rate	3.4	%	3.4	%
Weighted average remaining lease term (years)	4.0		3.0

The following table summarizes future maturities of lease liabilities as of March 31, 2021 (in

RECENT ACCOUNTING STANDARDS	3 Months Ended
RECENT ACCOUNTING STANDARDS	Mar. 31, 2021
Accounting Policies [Abstract]
RECENT ACCOUNTING STANDARDS	RECENT ACCOUNTING STANDARDS Significant Accounting Policies Business Combinations We apply the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. We allocate the purchase consideration to the net tangible and identifiable intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. Acquired Intangible Assets and Goodwill Acquired intangible assets consist of identifiable intangible assets resulting from our business acquisition. Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. Goodwill represents the purchase consideration of an acquired business that exceeds the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment by reporting unit annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. No impairment charges were recorded during the three months ended March 31, 2021. Recently Adopted Accounting Pronouncements There have been no changes to our accounting policies except for the significant policies noted above arising from our acquisition of Dosh. These unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare our audited annual consolidated financial statements for the year ended December 31, 2020, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. ASU 2020-06 also improves and amends the related Earnings Per Share guidance for both Subtopics. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 will be effective for annual reporting periods beginning after December 15, 2021. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Implementation Costs

The following table summarizes changes in deferred implementation costs (in thousands):


	Three Months Ended March 31,
	2020		2021
Beginning balance	$	8,383	$	3,785

Amortization	(1,008)		(882)

Ending balance	$	7,375	$	2,903

Litigation

Label	Element	Value
Property And Equipment Incurred But Not Yet Paid	cdlx_PropertyAndEquipmentIncurredButNotYetPaid	$ 13,000
Property And Equipment Incurred But Not Yet Paid	cdlx_PropertyAndEquipmentIncurredButNotYetPaid	$ 102,000

BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

BUSINESS COMBINATIONS

On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $276.9 million.


	March 5, 2021
	(in thousands)
Cash paid to common and preferred stockholders, warrant holders and vested option holders	$	136,164
Cash paid to extinguish acquiree debt	16,574
Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs	3,218
Fair value of common stock transferred	117,354
Fair value of assumed options attributable to pre-combination service	3,593
Total purchase consideration	$	276,903

During the three months ended March 31, 2021 we incurred $7.0 million of costs in connection with the acquisition of Dosh and the planned acquisition of Bridg. These costs are included in acquisition and integration costs on our condensed consolidated statements of operations. Acquisition costs primarily represent diligence efforts, advisory costs, and transaction fees. Integration costs primarily represent integration employee compensation, change management and other advisors, and technology-related costs.

The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date with the remaining amount recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill.

The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):


	March 5, 2021
Cash and cash equivalents	$	7,323
Accounts receivable and other assets	6,146
Intangible assets	79,500
Goodwill	203,181
Accounts payable and other liabilities	(4,146)
Consumer incentive liability	(15,101)
Total purchase consideration	$	276,903

The goodwill was primarily attributed to the value of future growth expected from the labor force of Dosh and of synergies created with the Company’s current and future offerings. Goodwill is not expected to be deductible for income tax purposes.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):


	Fair Value		Useful life (in years)
Trade name	$	2,500	3.0
Developed technology	37,000		6.0
Merchant relationships	21,000		5.0
Partner relationships	2,000		7.0
Card-linked subscriber user base	$	17,000	5.0

The estimated fair values of merchant relationships, partner relationships, and the card-linked subscriber user base were determined using the replacement cost method and lost profits, which required us to estimate the costs to recreate an asset of equivalent utility at prices available at the time of the valuation analysis and the lost profits over the period of time to recreate the asset. Trade names were valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related brand, the appropriate royalty rate and the weighted-average cost of capital. Developed technology was valued using the excess earnings method, an income approach. Under the excess earnings method, the fair value of an intangible asset is equal to the present value of the asset’s projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life.

The results of Dosh have been included in the consolidated financial statements since the date of acquisition. For three months ended March 31, 2021, Dosh’s consolidated revenue and net loss included in the consolidated statement of operations from the acquisition date were $0.5 million and $2.4 million, respectively

Pro forma consolidated results of operations

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisition of Dosh had completed on January 1, 2020. The pro forma information includes adjustments to depreciation expense for property and equipment acquired, to amortize expense for the intangible assets acquired, and to eliminate the acquisition transaction expenses recognized in the period. The pro forma financial information is for informational purposes only and is not necessarily indicative of the consolidated results of operations or the combined business had the acquisition of Dosh actually occurred on January 1, 2020, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below.


	Three Months Ended March 31,
	2020		2021
Revenue	$	47,653	$	57,019
Net loss	$	(23,886)	$	(29,283)

SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Adjusted contribution	$ 24,341	$ 20,379
Revenues	53,230	45,509
Cardlytics Direct
Segment Reporting Information [Line Items]
Adjusted contribution	24,341	20,379
Plus: FI Share and other third-party costs	28,889	25,130
Revenues	$ 53,230	$ 45,509

GOODWILL AND ACQUIRED INTANGIBLES - Other Intangible Assets Subject to Amortization (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Net	$ 78,511
Trade name
Finite-Lived Intangible Assets [Line Items]
Cost	2,500
Accumulated Amortization	(59)
Net	$ 2,441
Weighted Average Remaining Useful Life	3 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Cost	$ 37,000
Accumulated Amortization	(475)
Net	$ 36,525
Weighted Average Remaining Useful Life	6 years
Merchant relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 21,000
Accumulated Amortization	(285)
Net	$ 20,715
Weighted Average Remaining Useful Life	5 years
Partner relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 2,000
Accumulated Amortization	(20)
Net	$ 1,980
Weighted Average Remaining Useful Life	7 years
Card-linked subscriber user base
Finite-Lived Intangible Assets [Line Items]
Cost	$ 17,000
Accumulated Amortization	(150)
Net	$ 16,850
Weighted Average Remaining Useful Life	5 years

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands			1 Months Ended			3 Months Ended
	Apr. 30, 2021 USD ($) shares	Feb. 08, 2018 shares	Apr. 30, 2021 USD ($) tranche shares	Apr. 30, 2020 user shares	Apr. 30, 2019 user tranche shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 shares	Jan. 01, 2020 shares	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		1,875,000						1,222,316
Number of shares remaining available for issuance (in shares)		61,247
Number of shares authorized, annual increase						5.00%
Lease Obligation Incurred \| $						$ 100	$ 100
Award vesting period						4 years
Expiration period						10 years
Options vested in period, fair value \| $						$ 300
Compensation not yet recognized \| $						$ 100
Common stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized						6 months
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						52,000
Unvested PSU (in shares)						2,453,000		2,434,000
Compensation cost not yet recognized						2 years 8 months 8 days
Stock option expense \| $						$ 61,430
Restricted stock units \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						52,322
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested PSU (in shares)				476,608	1,252,500
Share-Based Payment Arrangement, Number Of Vesting Tranches \| tranche					4
Performance Shares, Minimum Growth Rate Period					12 months
Performance Shares, Advertiser Billing Period					12 months
Performance Shares, EBITDA Target Period					12 months
Performance Shares, Stock Closing Price Period					30 days
Performance Shares, ARPU Vesting Condition Period				4 years
Performance Shares \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				12 months
Unvested PSU (in shares)				443,276
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user				0.50	0.50
Performance Shares \| Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				6 months	6 months
Unvested PSU (in shares)				33,332
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user				0.25	0.25
Performance Shares \| Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				12 months	12 months
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user				0.25	0.25
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized, annual increase										1.00%
ESPP, purchase price percentage		85.00%
ESPP, number of shares authorized, annual increase (in shares)						500,000		474,120,000	278,608,000
Common Stock Options From Dosh Acquisition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)						104,098
Options vested in period, fair value \| $						$ 200
Compensation not yet recognized \| $						$ 5,600
Compensation cost not yet recognized						2 years 9 months 10 days
Common Stock Options From Dosh Acquisition \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						1 year
Common Stock Options From Dosh Acquisition \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						4 years
Subsequent Event \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years 4 months 24 days
Granted (in shares)	368,529
Compensation not yet recognized, awards other than options \| $	$ 45,300		$ 45,300
Subsequent Event \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested PSU (in shares)	110,236		110,236
Share-Based Payment Arrangement, Number Of Vesting Tranches \| tranche			2
Performance Shares, ARPU Vesting Condition Period			4 years
Subsequent Event \| Performance Shares \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			12 months
Unvested PSU (in shares)	55,118		55,118
Subsequent Event \| Performance Shares \| Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			12 months
Unvested PSU (in shares)	55,118		55,118
Subsequent Event \| Performance Shares \| Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			6 months

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net loss	$ (24,895,000)	$ (13,531,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Credit loss expense	1,004,000	1,477,000
Depreciation and amortization	3,065,000	2,349,000
Amortization of financing costs charged to interest expense	219,000	24,000
Accretion of debt discount and non-cash interest expense	2,321,000	0
Amortization of right-of-use assets	1,073,000	879,000
Termination of U.K. agreement expense	7,248,000	4,125,000
Other non-cash expense (income), net	(141,000)	1,905,000
Amortization of deferred implementation costs	882,000	1,008,000
Change in operating assets and liabilities:
Accounts receivable	7,867,000	22,149,000
Prepaid expenses and other assets	(1,845,000)	(509,000)
Accounts payable	495,000	252,000
Other accrued expenses	996,000	(6,988,000)
Partner Share liability	(6,749,000)	(10,908,000)
Consumer Incentive liability	(4,072,000)	(5,638,000)
Net cash used in operating activities	(12,532,000)	(3,406,000)
Investing activities
Acquisition of property and equipment	(1,377,000)	(492,000)
Acquisition of patents	(28,000)	(23,000)
Capitalized software development costs	(1,923,000)	(922,000)
Business acquisition, net of cash acquired	(148,634,000)	0
Net cash used in investing activities	(151,962,000)	(1,437,000)
Financing activities
Principal payments of debt	(6,000)	(6,000)
Proceeds from issuance of common stock	484,713,000	3,145,000
Debt issuance costs	42,000	0
Net cash received from financing activities	484,665,000	3,139,000
Effect of exchange rates on cash, cash equivalents and restricted cash	139,000	(588,000)
Net increase in cash, cash equivalents and restricted cash	320,310,000	(2,292,000)
Cash, cash equivalents, and restricted cash — Beginning of period	293,349,000	104,587,000
Cash, cash equivalents, and restricted cash — End of period	613,659,000	102,295,000
Total cash, cash equivalents and restricted cash — End of period	613,659,000	102,295,000
Supplemental schedule of non-cash investing and financing activities:
Cash paid for interest	1,120,000	16,000
Cash paid for income taxes	0	0
Amounts accrued for issuance costs of equity	190,000	0
Common stock purchase consideration for the acquisition of Dosh	$ 117,354,000	$ 0

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of segment reporting information

The following table provides information regarding our reportable segment (in thousands):


	Three Months Ended March 31,
	2020		2021
Adjusted contribution	$	20,379	$	24,341
Plus: Adjusted Partner Share and other third-party costs(1)	25,130		28,889
Revenue	$	45,509	$	53,230

(1)Adjusted Partner Share and other third-party costs presented above represents GAAP Partner Share and other third-party data costs less deferred implementation costs, which is detailed below in our reconciliation of GAAP loss before income taxes to adjusted contribution.

Schedule of revenue by geographic areas

The following tables provide geographical information (in thousands):


	Three Months Ended March 31,
	2020		2021
Revenue:
United States	$	40,028	$	49,117
United Kingdom	5,481		4,113
Total	$	45,509	$	53,230


	December 31, 2020		March 31, 2021
Property and equipment, net:
United States	$	9,549	$	9,528
United Kingdom	4,162		4,456
India	154		134
Total	$	13,865	$	14,118

Debt (Tables)

Sep. 22, 2020

Debt Disclosure [Abstract]

Convertible Debt

The net carrying amount of the liability component of the Notes was as follows (in thousands):


	March 31, 2021
Principal	$	230,000
Minus: Unamortized debt discount	(48,288)
Minus: Unamortized issuance costs	(5,172)
Net carrying amount of the liability component	$	176,540

The net carrying amount of the equity component of the Notes was as follows (in thousands):


	March 31, 2021
Proceeds allocated to the conversion options (debt discount)	$	53,096
Minus: Issuance costs	(1,680)
Net carrying amount of the equity component	$	51,416

Interest expense recognized related to the Notes is as follows (in thousands):


	Three Months Ended March 31, 2021
Contractual interest expense (due in cash)	$	575
Amortization of debt discount	2,321
Amortization of debt issuance costs	207
Total interest expense related to the Notes	$	3,103

SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting [Abstract]
Adjusted contribution	$ 24,341	$ 20,379
Amortization of deferred implementation costs	882	1,008
Delivery costs	3,938	3,406
Sales and marketing expense	13,202	10,968
Research and development expense	6,218	3,851
General and administration expense	12,175	10,744
Acquisition and integration costs	7,030	0
Depreciation and amortization expense	3,065	2,331
Total other expense (income)	2,726	1,602
Loss before income taxes	$ (24,895)	$ (13,531)

SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 53,230	$ 45,509
Property and equipment	14,118		$ 13,865
United States
Segment Reporting Information [Line Items]
Revenues	49,117	40,028
Property and equipment	9,528		9,549
United Kingdom
Segment Reporting Information [Line Items]
Revenues	4,113	$ 5,481
Property and equipment	4,456		4,162
INDIA [Domain]
Segment Reporting Information [Line Items]
Property and equipment	$ 134		$ 154

LEASES - Maturity of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Leases [Abstract]
2021	$ 4,230
2022	5,263
2023	3,164
2024	1,807
Thereafter	611
Total lease payments	15,075
Imputed interest	740
Total operating lease liabilities	$ 14,335

DEBT - Narrative (Details)			3 Months Ended
DEBT - Narrative (Details)	Nov. 30, 2020 USD ($)	Sep. 22, 2020 USD ($) numberOfDays $ / shares	Mar. 31, 2021 USD ($) numberOfDays	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount			$ 230,000,000.0
Debt Instrument, Interest Rate, Stated Percentage			1.00%
Interest Paid			$ 1,100,000
Proceeds from Convertible Debt		$ 222,700,000
Debt Instrument, Call Feature			26.5 million
Debt Instrument, Convertible, Threshold Consecutive Trading Days \| numberOfDays			10,000
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger			98.00%
Debt Instrument, Convertible, Conversion Ratio		11.7457
Debt Instrument, Convertible, Conversion Price \| $ / shares		$ 85,140
Debt Instrument, Convertible, Redemption Period, Days Before Maturity Date			36 days
Debt Instrument, Redemption Price, Percentage		100.00%
Debt Instrument, Convertible, Threshold Principal Outstanding Amount For Partial Redemption			$ 75,000,000.0
Debt Instrument, Required Compliance Period, Period After Exercise Of Conversion Right			3 days
Debt Instrument, Required Compliance Period, Period After Fundamental Change			1 day
Debt Instrument, Required Compliance Period, Period After Written Notice			60 days
Debt Instrument, Convertible, Percentage Of Holders To Require Written Notice Of Noncompliance			25.00%
Debt Instrument, Convertible, Redemption Requirement, Amount Of Other Debt Called Due			$ 35,000,000
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest			365 days
Debt Instrument, Convertible, Liability Component, Discount Rate			6.50%
Adjustments To Additional Paid In Capital, Issuance Of Capped Calls		$ 26,500,000
Option Indexed to Issuer's Equity, Strike Price \| $ / shares		$ 85.14
Option Indexed to Issuer's Equity, Cap Price \| $ / shares		$ 128.51
Long-term Line of Credit, Noncurrent			$ 0
Debt Instrument, Unused Borrowing Capacity, Amount			$ 50,000,000.0
Maximum borrowing capacity, percentage of accounts receivable			85.00%
Debt Covenant Noncompliance, Scenario One
Debt Instrument [Line Items]
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest			180 years
Debt Instrument, Convertible, Covenant Noncompliance, Additional Interest, Stated Percentage			0.25%
Debt Covenant Noncompliance, Scenario Two
Debt Instrument [Line Items]
Debt Instrument, Convertible, Covenant Noncompliance, Additional Interest, Stated Percentage			0.50%
Debt Covenant Noncompliance, Scenario Two \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest			181 days
Debt Covenant Noncompliance, Scenario Two \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest			365 days
Debt Conversion Scenario One
Debt Instrument [Line Items]
Debt Instrument, Convertible, Threshold Trading Days \| numberOfDays		20,000
Debt Instrument, Convertible, Threshold Consecutive Trading Days \| numberOfDays		30,000
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger		130.00%
Debt Conversion Scenario Two
Debt Instrument [Line Items]
Debt Instrument, Convertible, Threshold Trading Days \| numberOfDays			5,000
Debt Conversion Scenario Three
Debt Instrument [Line Items]
Debt Instrument, Convertible, Threshold Trading Days \| numberOfDays			20
Debt Instrument, Convertible, Threshold Consecutive Trading Days \| numberOfDays			30
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger			130.00%
Convertible Senior Notes, Additional Principal Option
Debt Instrument [Line Items]
Debt instrument, face amount			$ 30,000,000.0
Lines of credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000,000.0
Debt instrument, interest rate			2.75%
Commitment fee percentage			0.15%
Lines of credit \| Loan Facility, Threshold Two [Member] \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.50%
Revolving Credit Facility \| Lines of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 40,000,000.0			$ 50,000,000.0
Debt Instrument, Covenant, Billing Covenant Period	12 months
Debt Instrument, Covenant, Minimum Cash Plus Liquidity Requirement	$ 5,000,000.0
Debt Instrument, Covenant, Cast To Funded Senior Debt Ratio			1.25
Debt Instrument, Unused Borrowing Capacity, Amount			$ 50,000,000.0
Revolving Credit Facility \| Lines of credit \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Covenant, Billing Covenant	210,000,000.0
Revolving Credit Facility \| Lines of credit \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Covenant, Billing Covenant	$ 255,000,000.0

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On April 12, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bridg, Inc. (“Bridg”), Mr. T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of us (“Merger Sub”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the security holders of Bridg. The Merger Agreement provides for Merger Sub to merge with and into Bridg ( “Merger”), with Bridg surviving the Merger as a wholly owned subsidiary of us, subject to the terms and conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the closing (the “Closing”), we have agreed to pay the former equityholders of Bridg (other than former holders of unvested options to purchase Bridg’s common stock) (collectively, the “Bridg Equityholders”), a cash payment equal to $350.0 million, subject to adjustments as specified in the Merger Agreement. In addition, we have agreed to make an additional payment within 30 days of the first anniversary of the Closing (the “First Anniversary Payment”) equal to 20 times the U.S. annualized run rate revenue based on the month preceding the anniversary, less $12.5 million. We have also agreed to make an additional payment within 30 days of the second anniversary of the Closing (the “Second Anniversary Payment”) equal to 15 times the U.S. annualized run rate revenue for customers as of the first anniversary based on the month preceding the second anniversary, less the prior annualized run rate revenue at the first anniversary. The Second Anniversary Payment is subject to a specified cap. We have agreed to pay at least 30% of the First Anniversary Payment and the Second Anniversary Payment in cash, with the remainder to be paid in cash or our common stock, at our option. If we choose to pay a portion of the First Anniversary Payment or Second Anniversary Payment in common stock, the number of shares will be determined by dividing the amount of the payment by the trailing 20-day VWAP (as reported by Bloomberg) ending on the first anniversary date or second anniversary date, as applicable. In addition, we will assume the unvested options held by the holders of unvested options to purchase Bridg’s common stock. The Merger Agreement contains customary representations, warranties, covenants and indemnities of each of the Company and Bridg. During the period from the date of the Merger Agreement to the Closing, we and Bridg have agreed to carry on our respective businesses in the ordinary course and consistent with past practices and have agreed to certain other operating covenants. The closing of the Merger is subject to the satisfaction or waiver of a number of customary closing conditions in the Merger Agreement, including, among others, the receipt of regulatory approval, the absence of certain governmental restraints and the absence of a material adverse effect on Bridg. The Merger Agreement may be terminated prior to the closing date by mutual written agreement between us and Bridg. In addition, the Merger Agreement may be terminated by either party in certain circumstances, including if the Acquisition has not been closed on or before June 30, 2021 (or August 31, 2021 in the event that the only closing condition that has not been met is regulatory approval), or if the other party has materially breached any representation, warranty, covenant, obligation or agreement such that certain of the conditions to closing cannot be satisfied.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 53,230	$ 45,509
Cost Other [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 351	$ 595

BUSINESS COMBINATIONS - Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 05, 2021	Mar. 31, 2021
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (in years)		3 years
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (in years)		6 years
Merchant relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (in years)		5 years
Partner relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (in years)		7 years
Card-linked subscriber user base
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (in years)		5 years
Dosh Holdings, Inc. \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 2,500
Useful life (in years)	3 years
Dosh Holdings, Inc. \| Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 37,000
Useful life (in years)	6 years
Dosh Holdings, Inc. \| Merchant relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 21,000
Useful life (in years)	5 years
Dosh Holdings, Inc. \| Partner relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 2,000
Useful life (in years)	7 years
Dosh Holdings, Inc. \| Card-linked subscriber user base
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 17,000
Useful life (in years)	5 years