Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Cardlytics, Inc. | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001666071 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding (in shares) | 22,569,519 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 36,428 | $ 39,623 |
Restricted cash | 20,260 | 20,247 |
Accounts receivable, net | 53,245 | 58,125 |
Other receivables | 2,328 | 2,417 |
Prepaid expenses and other assets | 5,037 | 3,956 |
Total current assets | 117,298 | 124,368 |
Long-term assets: | ||
Property and equipment, net | 11,351 | 10,230 |
Intangible assets, net | 367 | 370 |
Capitalized software development costs, net | 2,015 | 1,625 |
Deferred FI implementation costs, net | 14,067 | 15,877 |
Other long-term assets, net | 1,369 | 1,293 |
Total assets | 146,467 | 153,763 |
Current liabilities: | ||
Accounts payable | 1,896 | 2,099 |
Accrued liabilities: | ||
Accrued compensation | 4,734 | 5,936 |
Accrued expenses | 3,743 | 4,388 |
FI Share liability | 23,369 | 27,656 |
Consumer Incentive liability | 15,217 | 11,476 |
Deferred billings | 574 | 346 |
Current portion of long-term debt | 22 | 21 |
Total current liabilities | 49,555 | 51,922 |
Long-term liabilities: | ||
Deferred liabilities | 3,044 | 3,173 |
Long-term debt, net of current portion | 46,691 | 46,693 |
Total liabilities | 99,290 | 101,788 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value—100,000 shares authorized and 22,466 and 22,570 shares issued and outstanding as of December 31, 2018 and March 31, 2019, respectively | 7 | 7 |
Additional paid-in capital | 373,351 | 371,463 |
Accumulated other comprehensive income | 1,620 | 1,992 |
Accumulated deficit | (327,801) | (321,487) |
Total stockholders’ equity | 47,177 | 51,975 |
Total liabilities and stockholders’ equity | $ 146,467 | $ 153,763 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 22,570,000 | 22,466,000 |
Common stock, shares outstanding (in shares) | 22,570,000 | 22,466,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 35,988 | $ 32,713 |
Costs and expenses: | ||
FI Share and other third-party costs | 19,004 | 21,420 |
Delivery costs | 3,246 | 1,943 |
Sales and marketing expense | 9,337 | 8,216 |
Research and development expense | 2,941 | 3,459 |
General and administration expense | 7,000 | 6,582 |
Depreciation and amortization expense | 961 | 910 |
Total costs and expenses | 42,489 | 42,530 |
Operating loss | (6,501) | (9,817) |
Other (expense) income: | ||
Interest expense, net | (304) | (1,749) |
Change in fair value of warrant liabilities, net | 0 | (9,172) |
Foreign currency gain | 491 | 683 |
Total other (expense) income | 187 | (10,238) |
Loss before income taxes | (6,314) | (20,055) |
Income tax benefit | 0 | 0 |
Net loss | (6,314) | (20,055) |
Adjustments to the carrying value of redeemable convertible preferred stock | 0 | (157) |
Net loss attributable to common stockholders | $ (6,314) | $ (20,212) |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (0.28) | $ (1.54) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 22,503 | 13,093 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,314) | $ (20,055) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (372) | (508) |
Total comprehensive loss | $ (6,686) | $ (20,563) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 3,439 | ||||
Beginning balance at Dec. 31, 2017 | $ (208,686) | $ 0 | $ 58,693 | $ 1,066 | $ (268,445) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 26 | ||||
Exercise of common stock options | 108 | 108 | |||
Stock-based compensation | 0 | 0 | |||
Vesting of common stock warrants | 2,906 | ||||
Vesting of performance-based common stock warrants | 2,519 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (157) | (157) | |||
Other comprehensive loss | (508) | (508) | |||
Net loss | (20,055) | (20,055) | |||
Ending balance (in shares) at Mar. 31, 2018 | 20,226 | ||||
Ending balance at Mar. 31, 2018 | 40,558 | $ 7 | 328,493 | 558 | (288,500) |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10,643 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 196,594 | $ 6 | 196,588 | ||
Adjustments to Additional Paid in Capital, Preferred Stock Warrant Conversion, Common Stock Warrant | 1,736 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 22,466 | ||||
Beginning balance at Dec. 31, 2018 | $ 51,975 | $ 7 | 371,463 | 1,992 | (321,487) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 31 | 31 | |||
Exercise of common stock options | $ 173 | 173 | |||
Stock Issued During Period, Shares, Warrants Exercised In Period | 297 | ||||
Stock-based compensation | 1,715 | 1,715 | |||
Settlement of restricted stock (in shares) | 73 | ||||
Stock Issued During Period, Shares, New Issues | 5,821 | ||||
Stock Issued During Period, Value, New Issues | 66,101 | $ 1 | 66,100 | ||
Other comprehensive loss | (372) | (372) | |||
Net loss | (6,314) | (6,314) | |||
Ending balance (in shares) at Mar. 31, 2019 | 22,570 | ||||
Ending balance at Mar. 31, 2019 | $ 47,177 | $ 7 | $ 373,351 | $ 1,620 | $ (327,801) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (6,314) | $ (20,055) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 961 | 910 |
Amortization of financing costs charged to interest expense | 27 | 140 |
Accretion of debt discount and non-cash interest expense | 0 | 1,500 |
Termination of U.K. agreement expense | 1,708 | 2,900 |
Change in fair value of warrant liabilities, net | 0 | 9,172 |
Other non-cash expense (income), net | (235) | 1,809 |
Amortization of deferred FI implementation costs | 653 | 412 |
Change in operating assets and liabilities: | ||
Accounts receivable | 4,740 | 8,623 |
Prepaid expenses and other assets | (1,173) | (1,520) |
Deferred FI implementation costs | 0 | (250) |
Recovery of deferred FI implementation costs | 1,157 | 1,344 |
Accounts payable | (691) | (408) |
Other accrued expenses | (1,770) | (1,836) |
FI Share liability | (4,287) | (2,538) |
Customer Incentive liability | 3,741 | (293) |
Net cash used in operating activities | (1,483) | (90) |
Investing activities | ||
Acquisition of property and equipment | (1,492) | (418) |
Acquisition of patents | 0 | (2) |
Capitalized software development costs | (489) | (374) |
Net cash used in investing activities | (1,981) | (794) |
Financing activities | ||
Principal payments of debt | (5) | (26) |
Proceeds from issuance of common stock | 173 | 70,490 |
Equity issuance costs | 0 | (1,232) |
Debt issuance costs | (6) | 0 |
Net cash from financing activities | 162 | 69,232 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 120 | 175 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,182) | 68,523 |
Cash, cash equivalents, and restricted cash — Beginning of period | 59,870 | 21,262 |
Cash, cash equivalents, and restricted cash — End of period | 56,688 | 89,785 |
Supplemental schedule of non-cash investing and financing activities: | ||
Amounts accrued for property and equipment | 1,146 | 1,155 |
Amounts accrued for capitalized software development costs | $ 0 | $ 141 |
OVERVIEW OF BUSINESS AND BASIS
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
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 make marketing more relevant and measurable through our purchase intelligence platform. Using one of the largest aggregations of purchase data through our partnerships with banks and credit unions, we have a secure view into where and when consumers are spending their money. By applying advanced analytics to this massive aggregation of anonymized 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 also operate in the United Kingdom through Cardlytics UK Limited, a wholly-owned and operated subsidiary registered as a private limited company in England and Wales. 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, 2018 . Use of Estimates |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS | SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS On January 1, 2019, we early adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , using the modified retrospective method, as permitted under ASU 2014-09. The adoption of ASU 2014-09 did not result in a material change in the timing or amount of revenue recognized, nor did it result in the capitalization of incremental contract costs. Accordingly, there was no cumulative effect adjustment recorded in the condensed consolidated financial statements upon adoption. On January 1, 2019, we adopted ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The adoption of this guidance had no impact on our condensed consolidated financial statements. Except for the adoption of ASU 2014-09 and ASU 2016-01, there have been no changes to the Company’s accounting policies and 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, 2018, 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. Revenue We have generated revenue through the sale of two categories of solutions that leverage our intelligence platform: (1) our proprietary native banking channel Cardlytics Direct and (2) our Other Platform Solutions. We have generated substantially all of our revenue from sales of Cardlytics Direct since inception. Our Other Platform Solutions enabled marketers and marketing service providers to leverage the power of purchase intelligence outside the bank channel. We have shifted the majority of our efforts and resources to support the growth of Cardlytics Direct. As a result, we do not expect to generate substantial, if any, revenue from Other Platform Solutions for the foreseeable future. Cardlytics Direct Cardlytics Direct is our proprietary native bank advertising channel that enables marketers to reach consumers through the FIs' trusted and frequently visited online and mobile banking 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 FIs’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful predictive analytics, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers. We generally pay our FI partners an FI Share, which is a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to FIs’ customers and certain third-party data costs. Cardlytics Direct is priced 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, which we refer to as the CPS Rate, 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 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. We seek to optimize the level of Consumer Incentives to retain a greater portion of billings. However, if the amount of Consumer Incentives exceeds the amount of billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. This has occurred infrequently and has been immaterial in amount for each of the periods presented. In some instances, we may also charge the marketer the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign. • CPR. Under our CPR pricing model, marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee, which we refer to as the CPR Fee, for each purchase that we generate. We 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 CPR Fee is either a percentage of qualifying purchases or a flat amount. In some instances, we may solely charge the marketer the CPR Fee, in which case we determine the level of Consumer Incentive for the campaign. The following table summarizes revenue by pricing model (in thousands): Three Months Ended 2018 2019 Cost per Served Sale $ 18,445 $ 21,009 Cost per Redemption 11,755 13,964 Other 2,513 1,015 Revenue $ 32,713 $ 35,988 Revenue Recognition We determine revenue recognition through the following steps: • identification of a contract with a customer, • identification of the performance obligation(s) in the contract, • determination of the transaction price, • allocation of the transaction price to the performance obligation(s) in the contract, and • recognition of revenue when or as the performance obligation(s) are satisfied. We sell our solutions by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders. The agreements state the terms of the arrangement, the negotiated fee, payment terms and the fixed period of time of the campaign. We consider a contract to exist when a campaign, which typically lasts 45 days, is published to an FI partner under the terms of an insertion order. With respect to our Cardlytics Direct service, our performance obligation is to offer incentives to FIs' customers to make purchases from the marketer within a specified period. This performance obligation is a series that represents a stand ready obligation to provide a targeted campaign for the marketer to FI customers. We recognize revenue for Cardlytics Direct fees, which represents variable consideration, at a point in time when FIs' customers make qualifying purchases during the marketing campaign term. Subsequent to a qualifying purchase, the associated fees are generally not subject to refund or adjustment unless the fees from the marketing campaign exceed a contractual maximum (marketer budget). We have not constrained our revenue because adjustments have historically been immaterial and given the short duration of our marketing campaigns, any adjustments are recognized during the period of the marketing campaign. We recognize revenue for Cardlytics Direct fees over time using the right to invoice practical expedient because the amount billed is equal to the value delivered to marketers through qualified purchases by FI customers during that period. Consumer Incentives We report our revenue on our condensed consolidated statements of operations net of Consumer Incentives. We do not provide the goods or services that are purchased by our FIs’ customers from the marketers to which the Consumer Incentives relate. Accordingly, the marketer is deemed to be the principal in the relationship with the customer and, therefore, the Consumer Incentive is deemed to be a reduction in the purchase price paid by the customer for the marketer’s goods or services. While we are responsible for remitting Consumer Incentives to our FI partners for further payment to their customers, we function solely as an agent of marketers in these arrangements. We invoice marketers monthly based on the qualifying purchases of FIs' customers as reported by our FI partners during the month. Invoice payment terms, negotiated on a marketer-by-marketer basis, are typically between 30 to 60 days. However, for certain marketing agencies with sequential liability terms, payments are not due to us until such marketing agency has received payment from its marketer client. Accounts receivable is recorded at the amount of gross billings to marketers, net of allowances, for the fees and Consumer Incentives that we are responsible to collect. Our accrued liabilities also include the amount of Consumer Incentives due to FI partners. As a result, accounts receivable and accrued liabilities may appear large in relation to revenue, which is reported on a net basis. Consumer Incentives totaled $16.0 million and $22.6 million during the three months ended March 31, 2018 and 2019 , respectively. FI Share and Other Third-Party Costs We report our revenue on our consolidated statements of operations gross of FI Share. FI Share costs are included in FI Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of revenue, because we and not our FI partners act as the principal in our arrangements with marketers. We are responsible for the fulfillment and acceptability of the services purchased by marketers. We also have latitude in establishing the price of our services, have discretion in supplier selection and earn variable amounts. FI partners only supply consumer purchase data and digital marketing space and generally have no involvement in the marketing campaigns or contractual relationship with marketers. Contract Costs Given the short-term nature of our marketing campaigns, all contract costs are expensed as incurred since the expected period of benefit is less than one year. Costs to fulfill a contract include immaterial costs to set up a campaign that we expense as incurred due to the short term nature of our marketing campaigns. Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash and cash equivalents are held with three financial institutions, which we believe are of high credit quality. We believe that our accounts receivable credit risk exposure is limited as a result of being diversified among a large number of marketers segregated by both geography and industry. Historically, we have not experienced significant write-downs of our accounts receivable. One marketer represented 12% of our accounts receivable as of March 31, 2018 . During the three months ended March 31, 2019 , a different marketer accounted for 11% of our revenue. No other marketer accounted for over 10% of revenue or accounts receivable during the periods presented. Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in Cardlytics Direct 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 three months ended March 31, 2018 and 2019 , Bank of America, National Association ("Bank of America") accounted for 69% and 45% of the total FI Share we paid to all FIs, respectively. JPMorgan Chase Bank, National Association (“Chase”) accounted for 0% and 27% of the total FI Share we paid to all FIs during the three months ended March 31, 2018 and 2019 , respectively. No other FI partners accounted for over 10% of FI Share during the three months ended March 31, 2018 and 2019 . Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash held in checking accounts, upon which we earn up to a 1.05% annual rate of interest as of March 31, 2019 . Restricted cash primarily represents deposits held in an account controlled by our lender as additional security for our payment obligations under our 2018 Term Loan, upon which we earn a 1.35% annual rate of interest as of March 31, 2019 . Refer to Note 3—Debt , for additional information regarding our 2018 Term Loan. Cash, cash equivalents and restricted cash as presented on our condensed consolidated statements of cash flows consists of the following (in thousands): December 31, March 31, 2017 2018 2018 2019 Cash and cash equivalents $ 21,262 $ 39,623 $ 89,785 $ 36,428 Restricted cash — 20,247 — 20,260 Cash, cash equivalents and restricted cash $ 21,262 $ 59,870 $ 89,785 $ 56,688 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which supersedes ASC Topic 840, Leases . The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASU is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Our debt consists of the following (in thousands): December 31, 2018 March 31, 2019 Lines of credit $ 26,677 $ 26,677 Term loans (1) 19,980 19,983 Capital leases 57 53 Total debt 46,714 46,713 Less current portion of long-term debt (21 ) (22 ) Long-term debt, net of current portion $ 46,693 $ 46,691 (1) Net of unamortized discount and debt issuance costs of $20 and $17 as of December 31, 2018 and March 31, 2019 , respectively. Interest payments during the three months ended March 31, 2018 and 2019 totaled $0.2 million and $0.5 million , respectively. New Loan Facility On May 21, 2018, we entered into a new loan facility with Pacific Western Bank (the "New Loan Facility") consisting of a $30.0 million asset-based revolving line of credit ("2018 Line of Credit") and a $20.0 million term loan ("2018 Term Loan") maturing on May 21, 2020. We used the entire $20.0 million in proceeds from the 2018 Term Loan and an advance of $ 27.4 million under the 2018 Line of Credit to repay all outstanding obligations under our 2016 Line of Credit and 2016 Term Loan. Upon repayment, both the 2016 Line of Credit and the 2016 Term Loan were terminated. We deferred $0.1 million of debt issuance costs associated with obtaining the New Loan Facility and deferred $0.1 million of unamortized debt issuance costs attributed to our 2016 Line of Credit and 2016 Term Loan. Under the terms of the New Loan Facility relating to the 2018 Line of Credit, we are able to borrow up to the lesser of $30.0 million or 85% of the amount of our eligible accounts receivable. Interest on advances under the 2018 Line of Credit varies depending on the amount of unrestricted cash deposits we maintain with the lender on the last day of the month. The interest rate is equal to the prime rate minus 0.75% if our unrestricted deposits exceed $40.0 million , the prime rate minus 0.50% if our unrestricted deposits are between $40.0 million and $20.0 million , and the prime rate if our unrestricted deposits are below $20.0 million . As of March 31, 2019 , the indicative rate for advances on the 2018 Line of Credit was the prime rate minus 0.50% , or 5.00% . In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the $30.0 million revolving commitment. Interest accrues on the 2018 Term Loan at an annual rate of interest equal to the prime rate minus 2.75% , or 2.75% as of March 31, 2019 . All of our obligations under the New Loan Facility are also secured by a first priority lien on substantially all of our assets. Under the terms of the New Loan Facility, we are required to maintain a deposit of $20.0 million in a blocked account in favor of the lender as additional security for our payment obligations. The New Loan Facility also requires us to maintain a total cash balance plus liquidity under the 2018 Line of Credit of not less than $5.0 million . The New Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that include restrictions on mergers, acquisitions and dispositions of assets, incurrence of indebtedness and encumbrances on our assets and a prohibition from the payment or declaration of dividends; in each case subject to specified exceptions. The New Loan Facility also includes standard events of default, including in the event of a material adverse change. Upon the occurrence of an event of default, the lender may declare all outstanding obligations immediately due and payable and take such other actions as are set forth in the New Loan Facility and increase the interest rate otherwise applicable to the 2018 Term Loan or advances under the 2018 Line of Credit by an additional 3.00% . In March 2019, we amended the New Loan Facility to replace moving trailing 12-month revenue covenants with moving trailing 12-month billing covenants, which range from $210.0 million to $255.0 million . The moving 12-month billings covenant was $210.0 million for March 2019. As of March 31, 2019 , we had $3.3 million of unused available borrowings under our 2018 Line of Credit. We were in compliance with all financial covenants as of March 31, 2019 . Future Payments Aggregate future payments of principal and interest due upon maturity are as follows (in thousands): Years Ending December 31, Debt Capital leases Total debt 2019 (remainder of year) $ — $ 16 $ 16 2020 46,677 24 46,701 2021 — 13 13 Total principal payments 46,677 53 46,730 Less unamortized debt issuance costs (17 ) — (17 ) Total debt $ 46,660 $ 53 $ 46,713 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 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). 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, in January 2019, the number of shares of our common stock reserved for issuance under our 2018 Plan automatically increased by 1,123,312 shares, representing 5% of the total number of shares of our capital stock outstanding on December 31, 2018. The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations (in thousands): Three Months Ended 2018 2019 Delivery costs $ 85 $ 164 Sales and marketing expense 943 707 Research and development expense 470 203 General and administration expense 1,402 634 Total stock-based compensation expense $ 2,900 $ 1,708 During the three months ended March 31, 2018 and 2019 , we capitalized less than $0.1 million of stock-based compensation expense for software development. Common Stock Options Options to purchase shares of common stock generally vest over four years and expire 10 years following the date of grant. A summary of common stock option activity is as follows (in thousands, except per share amounts): Shares Weighted-Average Exercise Price Options outstanding — December 31, 2018 1,774 $ 20.55 Granted 39 20.64 Exercised (31 ) 5.54 Forfeited (7 ) 24.28 Canceled (45 ) 21.59 Options outstanding — March 31, 2019 1,730 $ 20.78 The weighted-average grant-date fair value of options granted during the three months ended March 31, 2018 and 2019 was $10.00 and $0.47 , respectively. The total fair value of options vested during the three months ended March 31, 2018 and 2019 was approximately $1.2 million and $1.2 million , respectively. As of March 31, 2019 , unamortized stock-based compensation expense related to unvested common stock options was $5.4 million , and the weighted-average period over which such stock-based compensation expense will be recognized was 1.8 years. Restricted Stock Units A summary of restricted stock unit ("RSU") activity, inclusive of performance-based RSUs is as follows (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value Unvested — December 31, 2018 381 $ 18.11 Granted 101 17.68 Vested (73 ) 18.41 Forfeited (66 ) 20.19 Unvested — March 31, 2019 343 $ 17.52 During the first quarter of 2019 , we granted 100,570 RSUs to employees, which have annual vesting periods ranging from two to four years. As of March 31, 2019 , there was approximately $4.4 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.76 years. Subsequent to March 31, 2019 , we granted 316,291 RSUs to employees and our non-employee directors, which have annual vesting periods ranging from one to four years. The unamortized stock-based compensation expense related to these RSUs is $5.3 million . Performance-based RSUs In February 2018, we granted 875,000 performance-based restricted stock units ("2018 PSUs"). We recognized $0.7 million in stock-based compensation expense during the three months ended March 31, 2018 . The performance targets were achieved during the fourth quarter of 2018, resulting in the issuance of 850,000 shares of our common stock to fully settle the 2018 PSUs. During 2018, 25,000 of the 2018 PSUs were forfeited prior to the performance targets being reached. 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 achievement date and 25% of the related tranche vests 12 months after the achievement date. The unamortized stock-based compensation expense related to the 2019 PSUs is $18.1 million . Adjusted EBITDA and adjusted contribution are performance metrics defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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 will be accomplished through participation in discrete offering periods. On each purchase date, eligible employees will 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 March 31, 2019 , 177,238 shares of common stock had been purchased by employees under the 2018 ESPP. Initially, the aggregate number of shares of our common stock that may be issued pursuant to our 2018 ESPP was 375,000 shares. 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, beginning on January 1, 2019 and continuing 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, on January 1, 2019, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 224,662 shares, representing 1% |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Agreements with Fidelity Information Services, LLC We are party to a reseller agreement with Fidelity Information Services LLC (“FIS”). Pursuant to the reseller agreement, FIS markets and sells our services to financial institutions that are current or potential customers of FIS in exchange for a revenue share percentage. In 2013, FIS purchased shares of our redeemable convertible preferred stock and we also granted performance-based warrants to purchase preferred stock with accelerated vesting upon an IPO. Since FIS did not participate in a subsequent financing, their warrants to purchase preferred stock were converted to warrants to purchase common stock. The warrants vested upon the completion of our IPO in February 2018, resulting in a non-cash expense of $2.5 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES FI Implementation Costs Agreements with certain FI partners require us to fund the development of user interface enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to FI partners are included in deferred FI 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 FI Share and other third-party costs on our condensed consolidated statements of operations and is presented in amortization of deferred FI implementation costs on our condensed consolidated statement of cash flows. Certain of these agreements provide for future reductions in FI Share due to the FI partner. These reductions in FI Share are recorded as a reduction to deferred implementation costs and also result in a cumulative adjustment to accumulated amortization. During 2018, development payments to a certain FI partner totaled $9.3 million which is expected to be partially offset by recoveries through FI Share payment reductions of $4.6 million in 2019, $1.2 million of which has been recovered through March 31, 2019 . The following table presents changes in deferred FI implementation costs (in thousands): Three Months Ended 2018 2019 Beginning balance $ 13,625 $ 15,877 Deferred costs 250 — Recoveries through FI Share (1,344 ) (1,157 ) Amortization (412 ) (653 ) Ending balance $ 12,119 $ 14,067 We have an FI Share commitment to a certain FI partner totaling $10.0 million over a 12-month period following the completion of certain milestones by the FI partner, which were not met as of March 31, 2019 . Any expected shortfall will be accrued during the 12-month period following the completion of the milestones. Litigation |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2018 and 2019 because the effects of potentially dilutive items were anti-dilutive, given our net loss during these periods. The following securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands): March 31, 2018 2019 Common stock options 2,379 1,730 Common stock warrants 927 868 Common stock warrants issuable pursuant to Series G Stock financing 1,286 — Restricted stock units 1,208 343 Common stock issuable pursuant to the ESPP 36 75 |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS As of March 31, 2019 , we have two operating segments: Cardlytics Direct in the U.S. and U.K., as determined by the information that both our Chief Executive Officer and our President and Chief Operating Officer, who we consider our chief operating decision makers, use to make strategic goals and operating decisions. Our Cardlytics Direct operating segments in the U.S. and U.K. represent our proprietary native bank advertising channels and are aggregated into one reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution. Prior to 2019, we offered Other Platform Solutions, which was deemed to be a separate operating segment. Our Other Platform Solutions enabled marketers and marketing service providers to leverage the power of purchase intelligence outside the bank channel. We have shifted our efforts and resources to support the growth of Cardlytics Direct. As a result, we do not expect to generate substantial, if any, revenue from Other Platform Solutions for the foreseeable future. Revenue and FI Share and other third-party costs can be directly attributable to each segment. Our chief operating decision makers allocate resources to, and evaluate the performance of, our operating segments based on revenue and adjusted contribution. The accounting policies of each of our reportable segments are the same as those described in the summary of significant accounting policies. The following table provides information regarding our reportable segments (in thousands): Three Months Ended 2018 2019 Cardlytics Direct: Adjusted contribution $ 14,222 $ 17,637 Plus: Adjusted FI Share and other third-party costs (1) 17,899 18,351 Revenue $ 32,121 $ 35,988 Other Platform Solutions: Adjusted contribution $ 2 $ — Plus: Adjusted FI Share and other third-party costs (1) 590 — Revenue $ 592 $ — Total: Adjusted contribution $ 14,224 $ 17,637 Plus: Adjusted FI Share and other third-party costs (1) 18,489 18,351 Revenue $ 32,713 $ 35,988 (1) Adjusted FI Share and other third-party costs presented above represents GAAP FI Share and other third-party data costs less a non-cash equity expense included in FI Share and amortization of deferred FI implementation costs, which are detailed below in our reconciliation of GAAP loss before income taxes to non-GAAP adjusted contribution. Adjusted Contribution Adjusted contribution represents our revenue less FI Share and other third-party costs excluding a non-cash equity expense included in FI Share and amortization of deferred FI implementation costs. The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to adjusted contribution (in thousands): Three Months Ended 2018 2019 Adjusted contribution $ 14,224 $ 17,637 Minus: Non-cash equity expense included in FI Share (1) 2,519 — Amortization of deferred FI implementation costs (1) 412 653 Delivery costs 1,943 3,246 Sales and marketing expense 8,216 9,337 Research and development expense 3,459 2,941 General and administration expense 6,582 7,000 Depreciation and amortization expense 910 961 Total other expense (income) 10,238 (187 ) Loss before income taxes $ (20,055 ) $ (6,314 ) (1) Non-cash equity expense included in FI Share and amortization of deferred FI implementation costs are excluded from adjusted FI Share and other third party costs, which is shown above in our reconciliation of GAAP revenue to non-GAAP adjusted contribution. The following table provides geographical information (in thousands): Three Months Ended 2018 2019 Revenue: United States $ 28,987 $ 31,348 United Kingdom 3,726 4,640 Total $ 32,713 $ 35,988 December 31, 2018 March 31, 2019 Property and equipment: United States $ 9,794 $ 10,907 United Kingdom 436 444 Total $ 10,230 $ 11,351 Capital expenditures within the United Kingdom were less than $0.1 million during both the three months ended March 31, 2018 and 2019 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended 2018 2019 Cost per Served Sale $ 18,445 $ 21,009 Cost per Redemption 11,755 13,964 Other 2,513 1,015 Revenue $ 32,713 $ 35,988 |
Revenue Recognition, Policy [Policy Text Block] | FI Share and Other Third-Party Costs We report our revenue on our consolidated statements of operations gross of FI Share. FI Share costs are included in FI Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of revenue, because we and not our FI partners act as the principal in our arrangements with marketers. We are responsible for the fulfillment and acceptability of the services purchased by marketers. We also have latitude in establishing the price of our services, have discretion in supplier selection and earn variable amounts. FI partners only supply consumer purchase data and digital marketing space and generally have no involvement in the marketing campaigns or contractual relationship with marketers. Contract Costs We have generated revenue through the sale of two categories of solutions that leverage our intelligence platform: (1) our proprietary native banking channel Cardlytics Direct and (2) our Other Platform Solutions. We have generated substantially all of our revenue from sales of Cardlytics Direct since inception. Our Other Platform Solutions enabled marketers and marketing service providers to leverage the power of purchase intelligence outside the bank channel. We have shifted the majority of our efforts and resources to support the growth of Cardlytics Direct. As a result, we do not expect to generate substantial, if any, revenue from Other Platform Solutions for the foreseeable future. Cardlytics Direct Cardlytics Direct is our proprietary native bank advertising channel that enables marketers to reach consumers through the FIs' trusted and frequently visited online and mobile banking 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 FIs’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful predictive analytics, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers. We generally pay our FI partners an FI Share, which is a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to FIs’ customers and certain third-party data costs. Cardlytics Direct is priced 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, which we refer to as the CPS Rate, 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 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. We seek to optimize the level of Consumer Incentives to retain a greater portion of billings. However, if the amount of Consumer Incentives exceeds the amount of billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. This has occurred infrequently and has been immaterial in amount for each of the periods presented. In some instances, we may also charge the marketer the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign. • CPR. Under our CPR pricing model, marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee, which we refer to as the CPR Fee, for each purchase that we generate. We 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 CPR Fee is either a percentage of qualifying purchases or a flat amount. In some instances, we may solely charge the marketer the CPR Fee, in which case we determine the level of Consumer Incentive for the campaign. The following table summarizes revenue by pricing model (in thousands): Three Months Ended 2018 2019 Cost per Served Sale $ 18,445 $ 21,009 Cost per Redemption 11,755 13,964 Other 2,513 1,015 Revenue $ 32,713 $ 35,988 Revenue Recognition We determine revenue recognition through the following steps: • identification of a contract with a customer, • identification of the performance obligation(s) in the contract, • determination of the transaction price, • allocation of the transaction price to the performance obligation(s) in the contract, and • recognition of revenue when or as the performance obligation(s) are satisfied. We sell our solutions by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders. The agreements state the terms of the arrangement, the negotiated fee, payment terms and the fixed period of time of the campaign. We consider a contract to exist when a campaign, which typically lasts 45 days, is published to an FI partner under the terms of an insertion order. With respect to our Cardlytics Direct service, our performance obligation is to offer incentives to FIs' customers to make purchases from the marketer within a specified period. This performance obligation is a series that represents a stand ready obligation to provide a targeted campaign for the marketer to FI customers. We recognize revenue for Cardlytics Direct fees, which represents variable consideration, at a point in time when FIs' customers make qualifying purchases during the marketing campaign term. |
Basis of Accounting | 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, 2018 |
Use of Estimates | Use of EstimatesThe 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, derivative instruments, income tax valuation allowance and contingencies. We base our estimates on historical experience and also 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. |
Consumer Incentives | Consumer Incentives We report our revenue on our condensed consolidated statements of operations net of Consumer Incentives. We do not provide the goods or services that are purchased by our FIs’ customers from the marketers to which the Consumer Incentives relate. Accordingly, the marketer is deemed to be the principal in the relationship with the customer and, therefore, the Consumer Incentive is deemed to be a reduction in the purchase price paid by the customer for the marketer’s goods or services. While we are responsible for remitting Consumer Incentives to our FI partners for further payment to their customers, we function solely as an agent of marketers in these arrangements. We invoice marketers monthly based on the qualifying purchases of FIs' customers as reported by our FI partners during the month. Invoice payment terms, negotiated on a marketer-by-marketer basis, are typically between 30 to 60 days. However, for certain marketing agencies with sequential liability terms, payments are not due to us until such marketing agency has received payment from its marketer client. Accounts receivable is recorded at the amount of gross billings to marketers, net of allowances, for the fees and Consumer Incentives that we are responsible to collect. Our accrued liabilities also include the amount of Consumer Incentives due to FI partners. As a result, accounts receivable and accrued liabilities may appear large in relation to revenue, which is reported on a net basis. Consumer Incentives totaled $16.0 million and $22.6 million during the three months ended March 31, 2018 and 2019 |
Concentration of Risk | Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash and cash equivalents are held with three financial institutions, which we believe are of high credit quality. We believe that our accounts receivable credit risk exposure is limited as a result of being diversified among a large number of marketers segregated by both geography and industry. Historically, we have not experienced significant write-downs of our accounts receivable. One marketer represented 12% of our accounts receivable as of March 31, 2018 . During the three months ended March 31, 2019 , a different marketer accounted for 11% of our revenue. No other marketer accounted for over 10% of revenue or accounts receivable during the periods presented. Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in Cardlytics Direct 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 three months ended March 31, 2018 and 2019 , Bank of America, National Association ("Bank of America") accounted for 69% and 45% of the total FI Share we paid to all FIs, respectively. JPMorgan Chase Bank, National Association (“Chase”) accounted for 0% and 27% of the total FI Share we paid to all FIs during the three months ended March 31, 2018 and 2019 , respectively. No other FI partners accounted for over 10% of FI Share during the three months ended March 31, 2018 and 2019 |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which supersedes ASC Topic 840, Leases . The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASU is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended 2018 2019 Cost per Served Sale $ 18,445 $ 21,009 Cost per Redemption 11,755 13,964 Other 2,513 1,015 Revenue $ 32,713 $ 35,988 |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as presented on our condensed consolidated statements of cash flows consists of the following (in thousands): December 31, March 31, 2017 2018 2018 2019 Cash and cash equivalents $ 21,262 $ 39,623 $ 89,785 $ 36,428 Restricted cash — 20,247 — 20,260 Cash, cash equivalents and restricted cash $ 21,262 $ 59,870 $ 89,785 $ 56,688 |
Schedule of restricted cash | Cash and cash equivalents consist of cash held in checking accounts, upon which we earn up to a 1.05% annual rate of interest as of March 31, 2019 . Restricted cash primarily represents deposits held in an account controlled by our lender as additional security for our payment obligations under our 2018 Term Loan, upon which we earn a 1.35% annual rate of interest as of March 31, 2019 . Refer to Note 3—Debt , for additional information regarding our 2018 Term Loan. Cash, cash equivalents and restricted cash as presented on our condensed consolidated statements of cash flows consists of the following (in thousands): December 31, March 31, 2017 2018 2018 2019 Cash and cash equivalents $ 21,262 $ 39,623 $ 89,785 $ 36,428 Restricted cash — 20,247 — 20,260 Cash, cash equivalents and restricted cash $ 21,262 $ 59,870 $ 89,785 $ 56,688 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Our debt consists of the following (in thousands): December 31, 2018 March 31, 2019 Lines of credit $ 26,677 $ 26,677 Term loans (1) 19,980 19,983 Capital leases 57 53 Total debt 46,714 46,713 Less current portion of long-term debt (21 ) (22 ) Long-term debt, net of current portion $ 46,693 $ 46,691 |
Schedule of maturities of debt and capital lease | Aggregate future payments of principal and interest due upon maturity are as follows (in thousands): Years Ending December 31, Debt Capital leases Total debt 2019 (remainder of year) $ — $ 16 $ 16 2020 46,677 24 46,701 2021 — 13 13 Total principal payments 46,677 53 46,730 Less unamortized debt issuance costs (17 ) — (17 ) Total debt $ 46,660 $ 53 $ 46,713 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Allocation of recognized period costs | The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations (in thousands): Three Months Ended 2018 2019 Delivery costs $ 85 $ 164 Sales and marketing expense 943 707 Research and development expense 470 203 General and administration expense 1,402 634 Total stock-based compensation expense $ 2,900 $ 1,708 | |
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. A summary of common stock option activity is as follows (in thousands, except per share amounts): Shares Weighted-Average Exercise Price Options outstanding — December 31, 2018 1,774 $ 20.55 Granted 39 20.64 Exercised (31 ) 5.54 Forfeited (7 ) 24.28 Canceled (45 ) 21.59 Options outstanding — March 31, 2019 1,730 $ 20.78 | |
Summary of RSU activity | A summary of restricted stock unit ("RSU") activity, inclusive of performance-based RSUs is as follows (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value Unvested — December 31, 2018 381 $ 18.11 Granted 101 17.68 Vested (73 ) 18.41 Forfeited (66 ) 20.19 Unvested — March 31, 2019 343 $ 17.52 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred FI implementation costs | The following table presents changes in deferred FI implementation costs (in thousands): Three Months Ended 2018 2019 Beginning balance $ 13,625 $ 15,877 Deferred costs 250 — Recoveries through FI Share (1,344 ) (1,157 ) Amortization (412 ) (653 ) Ending balance $ 12,119 $ 14,067 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive securities | The following securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands): March 31, 2018 2019 Common stock options 2,379 1,730 Common stock warrants 927 868 Common stock warrants issuable pursuant to Series G Stock financing 1,286 — Restricted stock units 1,208 343 Common stock issuable pursuant to the ESPP 36 75 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to adjusted contribution (in thousands): Three Months Ended 2018 2019 Adjusted contribution $ 14,224 $ 17,637 Minus: Non-cash equity expense included in FI Share (1) 2,519 — Amortization of deferred FI implementation costs (1) 412 653 Delivery costs 1,943 3,246 Sales and marketing expense 8,216 9,337 Research and development expense 3,459 2,941 General and administration expense 6,582 7,000 Depreciation and amortization expense 910 961 Total other expense (income) 10,238 (187 ) Loss before income taxes $ (20,055 ) $ (6,314 ) (1) Three Months Ended 2018 2019 Cardlytics Direct: Adjusted contribution $ 14,222 $ 17,637 Plus: Adjusted FI Share and other third-party costs (1) 17,899 18,351 Revenue $ 32,121 $ 35,988 Other Platform Solutions: Adjusted contribution $ 2 $ — Plus: Adjusted FI Share and other third-party costs (1) 590 — Revenue $ 592 $ — Total: Adjusted contribution $ 14,224 $ 17,637 Plus: Adjusted FI Share and other third-party costs (1) 18,489 18,351 Revenue $ 32,713 $ 35,988 (1) |
Schedule of revenue by geographic areas | The following table provides geographical information (in thousands): Three Months Ended 2018 2019 Revenue: United States $ 28,987 $ 31,348 United Kingdom 3,726 4,640 Total $ 32,713 $ 35,988 December 31, 2018 March 31, 2019 Property and equipment: United States $ 9,794 $ 10,907 United Kingdom 436 444 Total $ 10,230 $ 11,351 |
OVERVIEW OF BUSINESS AND BASI_2
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Details) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Par value (in usd per share) | $ 0.0001 | $ 0.0001 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Consumer Incentives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Consumer incentives, expense | $ 22.6 | $ 16 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Concentrations of Risk (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration Risk [Line Items] | ||
Financial institutions agreement, notice period | 90 days | |
Minimum | ||
Concentration Risk [Line Items] | ||
Financial institutions agreement, term | 3 years | |
Maximum | ||
Concentration Risk [Line Items] | ||
Financial institutions agreement, term | 7 years | |
One Customer | Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 11.00% | 12.00% |
Bank of America | Supplier Concentration Risk | Financial Institution Partner | ||
Concentration Risk [Line Items] | ||
Concentration risk | 45.00% | 69.00% |
Chase | Supplier Concentration Risk | Financial Institution Partner | ||
Concentration Risk [Line Items] | ||
Concentration risk | 27.00% | 0.00% |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Interest-bearing deposits, interest rate | 1.05% | |||
Restricted cash deposits, interest rate | 1.35% | |||
Cash and cash equivalents | $ 36,428 | $ 39,623 | $ 89,785 | $ 21,262 |
Restricted cash | 20,260 | 20,247 | 0 | 0 |
Cash, cash equivalents and restricted cash | $ 56,688 | $ 59,870 | $ 89,785 | $ 21,262 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 35,988 | $ 32,713 |
Cost per Served Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 21,009 | 18,445 |
Cost per Redemption [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 13,964 | 11,755 |
Cost Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,015 | $ 2,513 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 46,713 | $ 46,714 |
Less current portion of long-term debt | (22) | (21) |
Long-term debt, net of current portion | 46,691 | 46,693 |
Lines of credit | ||
Debt Instrument [Line Items] | ||
Total debt | 26,677 | 26,677 |
Term loans | ||
Debt Instrument [Line Items] | ||
Total debt | 19,983 | 19,980 |
Unamortized discount (premium) and debt issuance costs | 17 | 20 |
Capital leases | ||
Debt Instrument [Line Items] | ||
Total debt | $ 53 | $ 57 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 21, 2018 | |
Debt Instrument [Line Items] | |||
Cash paid for interest | $ 500,000 | $ 200,000 | |
Less unamortized debt issuance costs | $ (17,000) | (20,000) | |
Maximum borrowing capacity, percentage of accounts receivable | 85.00% | ||
Debt instrument, required cash balance | $ 5,000,000 | ||
Debt Instrument, Required Billings Threshold | 210,000,000 | ||
Repayments of lines of credit | 5,000 | $ 26,000 | |
2016 Line Of Credit And 2016 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Less unamortized debt issuance costs | (100,000) | ||
Lines of credit | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date Range, Start | 210,000,000 | ||
Line of Credit Facility, Maximum Month-end Outstanding Amount | 255,000,000 | ||
Lines of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 30,000,000 | ||
Proceeds from lines of credit | $ 27,400,000 | ||
Debt issuance costs | $ 100,000 | ||
Debt instrument, interest rate | 5.00% | ||
Commitment fee percentage | 0.15% | ||
Debt instrument, collateral amount | $ 20,000,000 | ||
Debt instrument, interest rate increase event of default | 3.00% | ||
Line of credit facility, remaining borrowing capacity | $ 3,300,000 | ||
Lines of credit | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Lines of credit | Loan Facility, Threshold Two [Member] | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Lines of credit | Loan Facility, Threshold One [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, deposit threshold | $ 40,000,000 | ||
Lines of credit | Loan Facility, Threshold One [Member] | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
Lines of credit | Loan Facility, Threshold Three [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, deposit threshold | $ 20,000,000 | ||
Term loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 20,000,000 | ||
Debt instrument, interest rate | 2.75% | ||
Term loans | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.75% | ||
Revolving Credit Facility | Lines of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | ||
Minimum | Lines of credit | Loan Facility, Threshold Two [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, deposit threshold | $ 20,000,000 | ||
Maximum | Lines of credit | Loan Facility, Threshold Two [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, deposit threshold | $ 40,000,000 |
DEBT - Future Payments (Details
DEBT - Future Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Debt | ||
2019 (remainder of year) | $ 0 | |
2020 | 46,677 | |
2021 | 0 | |
Total principal payments | 46,677 | |
Less unamortized debt issuance costs | (17) | $ (20) |
Total debt | 46,660 | |
Capital leases | ||
2019 (remainder of the year) | 16 | |
2020 | 24 | |
2021 | 13 | |
Total principal payments | 53 | |
Total debt | ||
2019 (remainder of the year) | 16 | |
2020 | 46,701 | |
2021 | 13 | |
Total principal payments | 46,730 | |
Less unamortized debt issuance costs | (17) | $ (20) |
Total debt | $ 46,713 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | Feb. 08, 2018shares | May 09, 2019USD ($)shares | Mar. 31, 2019USD ($)user$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Capital Lease Obligations Incurred | $ | $ 0.1 | ||||
Number of shares authorized (in shares) | 1,875,000 | ||||
Number of shares remaining available for issuance (in shares) | 61,247 | ||||
Number of shares authorized, annual increase | 5.00% | ||||
Award vesting period | 4 years | ||||
Expiration period | 10 years | ||||
Weighted-average grant date fair value (in usd per share) | $ / shares | $ 0.47 | $ 10 | |||
Options vested in period, fair value | $ | $ 1.2 | $ 1.2 | |||
Compensation not yet recognized | $ | $ 5.4 | ||||
Common stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized | 1 year 9 months 18 days | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 101,000 | ||||
Unvested PSU (in shares) | 343,000 | ||||
Compensation not yet recognized, awards other than options | $ | $ 4.4 | ||||
Compensation cost not yet recognized | 2 years 9 months 3 days | ||||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested PSU (in shares) | 1,252,500 | 875,000 | |||
Compensation cost, modification | $ | $ 0.7 | ||||
Performance Shares [Member] | Share-based Compensation Award, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSU, performance condition, period | 3 years | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 0.50 | ||||
Performance Shares [Member] | Share-based Compensation Award, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSU, performance condition, period | 5 years | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 0.25 | ||||
Performance Shares [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 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 | ||||
Employees and non-employee directors | Minimum | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Employees and non-employee directors | Maximum | Restricted stock units | |||||
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 | 4 years | ||||
Granted (in shares) | 316,291 | ||||
Compensation not yet recognized, awards other than options | $ | $ 5.3 |
STOCK-BASED COMPENSATION - Allo
STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Feb. 08, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 177,238 | ||
Number of shares authorized (in shares) | 1,875,000 | ||
Number of shares authorized, annual increase | 5.00% | ||
Total stock-based compensation expense | $ 1,708 | $ 2,900 | |
Delivery costs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 164 | 85 | |
Sales and marketing expense | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 707 | 943 | |
Research and development expense | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 203 | 470 | |
General and administration expense | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 634 | $ 1,402 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
ESPP, number of shares authorized, annual increase (in shares) | 500,000 | ||
Number of shares authorized, annual increase | 1.00% | ||
2018 Employee Stock Purchase Plan [Member] | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares authorized (in shares) | 375,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Common Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,123,312 |
Shares | |
Beginning balance (in shares) | 1,774,000 |
Granted (in shares) | 39,000 |
Exercised (in shares) | (31,000) |
Forfeited (in shares) | (7,000) |
Canceled (in shares) | (45,000) |
Ending balance (in shares) | 1,730,000 |
Weighted-Average Exercise Price | |
Beginning balance (in usd per share) | $ / shares | $ 20.55 |
Granted (in usd per share) | $ / shares | 20.64 |
Exercised (in usd per share) | $ / shares | 5.54 |
Forfeited (in usd per share) | $ / shares | 24.28 |
Canceled (in usd per share) | $ / shares | 21.59 |
Ending balance (in usd per share) | $ / shares | $ 20.78 |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 224,662 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 09, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted-Average Grant Date Fair Value | |||
Award vesting period | 4 years | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ 18,100,000 | ||
Restricted securities units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option expense | $ 100,570 | ||
Restricted stock units | |||
Shares | |||
Unvested — Beginning balance (in shares) | 343,000 | ||
Granted (in shares) | 101,000 | ||
Vested (in shares) | (73,000) | ||
Forfeited (in shares) | (66,000) | ||
Unvested — Ending balance (in shares) | 343,000 | ||
Weighted-Average Grant Date Fair Value | |||
Unvested — Beginning balance (in usd per share) | $ 17.52 | ||
Granted (in usd per share) | $ 17.68 | ||
Vested (in usd per share) | 18.41 | ||
Forfeited (in usd per share) | 20.19 | ||
Unvested — Ending balance (in usd per share) | $ 17.52 | ||
Compensation not yet recognized, awards other than options | $ 4,400,000 | ||
Performance Shares [Member] | |||
Shares | |||
Unvested — Beginning balance (in shares) | 1,252,500 | ||
Vested (in shares) | (850,000,000) | ||
Forfeited (in shares) | (25,000,000) | ||
Unvested — Ending balance (in shares) | 1,252,500 | 875,000 | |
Subsequent Event | Restricted stock units | |||
Shares | |||
Granted (in shares) | 316,291 | ||
Weighted-Average Grant Date Fair Value | |||
Award vesting period | 4 years | ||
Compensation not yet recognized, awards other than options | $ 5,300,000 | ||
Maximum | Employees and non-employee directors | Restricted stock units | |||
Weighted-Average Grant Date Fair Value | |||
Award vesting period | 4 years |
RELATED PARTIES - Narrative (De
RELATED PARTIES - Narrative (Details) $ in Millions | 1 Months Ended |
Feb. 28, 2018USD ($) | |
Common Stock Warrants | |
Related Party Transaction [Line Items] | |
Stock option expense | $ 2.5 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | |
Amounts not yet paid to FI | $ 9.3 |
FI share, expense | 1.2 |
Non-cash gain on financial institution share | 4.6 |
Financial Institution Share Commitment | |
Loss Contingencies [Line Items] | |
FI share commitment | $ 10 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Deferred FI Implementation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Deferred Financial Institution Costs [Roll Forward] | ||
Beginning balance | $ 15,877 | $ 13,625 |
Deferred costs | 0 | 250 |
Recoveries through FI Share | (1,157) | (1,344) |
Amortization | (653) | (412) |
Ending balance | $ 14,067 | $ 12,119 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,730 | 2,379 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 868 | 927 |
Common stock warrants | Redeemable Convertible Preferred Stock Series G, Two [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 1,286 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 343 | 1,208 |
Common stock issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 75 | 36 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Capital expenditures | $ 1,492 | $ 418 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 100 |
SEGMENTS - Revenue by Segment (
SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Adjusted contribution | $ 17,637 | $ 14,224 |
Plus: FI Share and other third-party costs | 18,351 | 18,489 |
Revenues | 35,988 | 32,713 |
Non-cash gain on financial institution share | 4,600 | |
Cardlytics Direct | ||
Segment Reporting Information [Line Items] | ||
Adjusted contribution | 17,637 | 14,222 |
Plus: FI Share and other third-party costs | 18,351 | 17,899 |
Revenues | 35,988 | 32,121 |
Other Platform Solutions | ||
Segment Reporting Information [Line Items] | ||
Adjusted contribution | 0 | 2 |
Plus: FI Share and other third-party costs | 0 | 590 |
Revenues | $ 0 | $ 592 |
SEGMENTS - Adjusted Contributio
SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Adjusted contribution | $ 17,637 | $ 14,224 |
Non-cash equity expense included in FI Share | 0 | 2,519 |
Amortization of deferred FI implementation costs | 653 | 412 |
Delivery costs | 3,246 | 1,943 |
Sales and marketing expense | 9,337 | 8,216 |
Research and development expense | 2,941 | 3,459 |
General and administration expense | 7,000 | 6,582 |
Depreciation and amortization expense | 961 | 910 |
Total other expense (income) | (187) | 10,238 |
Loss before income taxes | $ (6,314) | $ (20,055) |
SEGMENTS - Geographical Informa
SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 35,988 | $ 32,713 | |
Property and equipment | 11,351 | $ 10,230 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 31,348 | 28,987 | |
Property and equipment | 10,907 | 9,794 | |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,640 | $ 3,726 | |
Property and equipment | $ 444 | $ 436 |
Uncategorized Items - cdlxform1
Label | Element | Value |
Adjustments to Additional Paid in Capital, Preferred Stock Warrant Conversion, Common Stock Warrant | cdlx_AdjustmentstoAdditionalPaidinCapitalPreferredStockWarrantConversionCommonStockWarrant | $ 1,736,000 |