Cover Page
Cover Page - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 28, 2019 | Dec. 31, 2018 | Jan. 26, 2018 | |
Cover page. | |||||
Document Transition Report | false | ||||
Document Type | 10-K | ||||
Title of 12(b) Security | Common Stock | ||||
Document Quarterly Report | true | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 26-3039436 | ||||
Entity Address, Address Line One | 675 Ponce de Leon Ave. NE, Ste 6000 | ||||
Entity Address, City or Town | Atlanta | ||||
Entity Address, State or Province | GA | ||||
Entity Address, Postal Zip Code | 30308 | ||||
City Area Code | (888) | ||||
Local Phone Number | 792-5802 | ||||
Trading Symbol | CDLX | ||||
Security Exchange Name | NASDAQ | ||||
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Entity Central Index Key | 0001666071 | ||||
Entity Registrant Name | CARDLYTICS, INC. | ||||
Amendment Flag | false | ||||
Document Period End Date | Dec. 31, 2019 | ||||
Entity File Number | 001-38386 | ||||
Entity Well-known Seasoned Issuer | Yes | ||||
Entity Voluntary Filers | No | ||||
Document Fiscal Year Focus | 2019 | ||||
Document Fiscal Period Focus | FY | ||||
Current Fiscal Year End Date | --12-31 | ||||
Entity Filer Category | Accelerated Filer | ||||
Entity Small Business | false | ||||
Entity Emerging Growth Company | true | ||||
Entity Ex Transition Period | false | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Entity Shell Company | false | ||||
Entity Public Float | $ 455.3 | ||||
Entity Common Stock, Shares Outstanding (in shares) | 26,704,481 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 104,458 | $ 39,623 |
Accounts receivable, net | 81,452 | 58,125 |
Other receivables | 3,908 | 2,417 |
Prepaid expenses and other assets | 5,783 | 3,956 |
Total current assets | 195,730 | 124,368 |
Long-term assets: | ||
Property and equipment, net | 14,290 | 10,230 |
Intangible assets, net | 389 | 370 |
Capitalized software development costs, net | 3,815 | 1,625 |
Deferred FI implementation costs, net | 8,383 | 15,877 |
Other long-term assets, net | 1,706 | 1,293 |
Total assets | 224,313 | 153,763 |
Current liabilities: | ||
Accounts payable | 1,229 | 2,099 |
Accrued liabilities: | ||
Accrued compensation | 8,186 | 5,936 |
Accrued expenses | 6,018 | 4,388 |
FI Share liability | 41,956 | 27,656 |
Consumer Incentive liability | 19,861 | 11,476 |
Deferred billings | 1,127 | 346 |
Current portion of long-term debt | 24 | 21 |
Total current liabilities | 78,401 | 51,922 |
Long-term liabilities: | ||
Deferred liabilities | 2,632 | 3,173 |
Long-term warrant liability | 0 | |
Long-term debt, net of current portion | 13 | 46,693 |
Total liabilities | 81,046 | 101,788 |
Stockholders’ (deficit) equity: | ||
Common stock, $0.0001 par value—83,000 and 100,000 shares authorized and 3,439 and 22,466 shares issued and outstanding as of December 31, 2017 and December 31, 2018, respectively | 8 | 7 |
Additional paid-in capital | 480,578 | 371,463 |
Accumulated other comprehensive income | 1,312 | 1,992 |
Accumulated deficit | (338,631) | (321,487) |
Total stockholders’ (deficit) equity | 143,267 | 51,975 |
Total liabilities and stockholders’ (deficit) equity | $ 224,313 | 153,763 |
Series G’ Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series G Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series F/F-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series E/E-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series D/D-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series C/C-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series B/B-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 0 | |
Series A/A-R Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 26, 2018 | Dec. 31, 2017 | May 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Redeemable convertible preferred stock, shares authorized (in shares) | 25,000,000 | 96,131,002 | 82,683,212 | ||||
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 83,000,000 | ||||
Series G’ Stock | |||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.0001 | ||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,296,000 | |||||
Series G Stock | |||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.0001 | ||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 346,000 | |||||
Common stock, shares issued (in shares) | 346,334 | ||||||
Series F/F-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,199,000 | 1,199,000 | ||||
Series E/E-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 795,000 | 795,000 | ||||
Series D/D-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,396,000 | 1,396,000 | ||||
Series C/C-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,508,000 | 1,508,000 | ||||
Series B/B-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 2,247,000 | 2,247,000 | ||||
Series A/A-R Stock | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 1,857,000 | 1,857,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 210,430 | $ 150,684 | $ 130,365 |
Costs and expenses: | |||
FI Share and other third-party costs | 118,080 | 85,371 | 73,247 |
Delivery costs | 12,893 | 10,632 | 7,012 |
Sales and marketing expense | 43,828 | 41,878 | 31,927 |
Research and development expense | 11,699 | 16,210 | 12,150 |
General and administration expense | 36,720 | 34,228 | 20,100 |
Depreciation and amortization expense | 4,535 | 3,282 | 3,028 |
Total costs and expenses | 227,755 | 191,601 | 147,464 |
Operating loss | (17,325) | (40,917) | (17,099) |
Other (expense) income: | |||
Interest expense, net | (548) | (3,264) | (8,239) |
Change in fair value of warrant liabilities, net | 0 | (6,760) | (581) |
Change in fair value of convertible promissory notes | 0 | 0 | (1,244) |
Change in fair value of convertible promissory notes—related parties | 0 | 0 | 6,213 |
Other (expense) income, net | 729 | (2,101) | 1,309 |
Total other expense | 181 | (12,125) | (2,542) |
Loss before income taxes | (17,144) | (53,042) | (19,641) |
Income tax benefit | 0 | 0 | 0 |
Net loss | (17,144) | (53,042) | (19,641) |
Adjustments to the carrying value of redeemable convertible preferred stock | 0 | (157) | (5,743) |
Net loss attributable to common stockholders | $ (17,144) | $ (53,199) | $ (25,384) |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (0.72) | $ (2.79) | $ (7.86) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 23,746 | 19,060 | 3,230 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (17,144) | $ (53,042) | $ (19,641) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (680) | 926 | (1,036) |
Total comprehensive loss | $ (17,824) | $ (52,116) | $ (20,677) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2016 | 2,590,000 | ||||
Beginning balance at Dec. 31, 2016 | $ (216,835) | $ 0 | $ 29,867 | $ 2,102 | $ (248,804) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 48,000 | ||||
Exercise of common stock options | 230 | 230 | |||
Stock-based compensation | 5,147 | 5,147 | |||
Issuance of common stock warrants | 312 | 312 | |||
Adjustments to Additional Paid in Capital, Dividends, Beneficial Conversion Feature | (4,488) | (4,488) | |||
Deemed dividend related to beneficial conversion feature | 4,488 | 4,488 | |||
Conversion to common stock (in shares) | 801,000 | ||||
Conversion to common stock | 24,392 | 24,392 | |||
Accretion of redeemable stock | (1,255) | (1,255) | |||
Other comprehensive income (loss) | (1,036) | (1,036) | |||
Net loss | (19,641) | (19,641) | |||
Ending balance (in shares) at Dec. 31, 2017 | 3,439,000 | ||||
Ending 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) | 356,000 | ||||
Exercise of common stock options | $ 1,959 | $ 1,959 | |||
Exercise of common stock warrants (in shares) | 0 | 1,142,000 | 0 | ||
Stock-based compensation | $ 26,813 | $ 26,813 | |||
Issuance of common stock (in shares) | 1,296,000 | 5,821,000 | |||
Issuance of common stock | $ 66,101 | $ 1 | 66,100 | ||
Issuance of common stock warrants | 17,774 | 17,774 | |||
Issuance of ESPP | 1,958 | $ 177 | 1,958 | ||
Accretion of redeemable stock | (157) | (157) | |||
Other comprehensive income (loss) | 926 | 926 | |||
Net loss | (53,042) | (53,042) | |||
Ending balance (in shares) at Dec. 31, 2018 | 22,466,000 | ||||
Ending 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) | 716,000 | 716,000 | |||
Exercise of common stock options | $ 12,052 | $ 12,052 | |||
Exercise of common stock warrants (in shares) | 17,659,000 | 821,000 | 17,659,000 | ||
Stock-based compensation | $ 15,888 | $ 15,888 | |||
Issuance of common stock (in shares) | 486,000 | 1,904,000 | |||
Issuance of common stock | $ 61,309 | $ 1 | 61,308 | ||
Issuance of ESPP (in shares) | 267,823 | ||||
Issuance of ESPP | $ 2,208 | $ 154 | 2,208 | ||
Other comprehensive income (loss) | (680) | (680) | |||
Net loss | (17,144) | (17,144) | |||
Ending balance (in shares) at Dec. 31, 2019 | 26,547,000 | ||||
Ending balance at Dec. 31, 2019 | $ 143,267 | $ 8 | $ 480,578 | $ 1,312 | $ (338,631) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 888,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (17,144) | $ (53,042) | $ (19,641) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,535 | 3,282 | 3,028 |
Amortization of financing costs charged to interest expense | 95 | 282 | 560 |
Accretion of debt discount and non-cash interest expense | 0 | 2,326 | 6,889 |
Stock-based compensation expense | 15,851 | 26,790 | 5,147 |
Change in the fair value of warrant liabilities, net | 0 | 6,760 | 581 |
Change in the fair value of convertible promissory notes | 0 | 0 | 1,244 |
Change in the fair value of convertible promissory notes - related parties | 0 | 0 | (6,213) |
Other non-cash expense (income), net | 631 | 4,771 | (1,102) |
Amortization of deferred FI implementation costs | 2,869 | 1,618 | 1,626 |
Settlement of paid-in-kind interest | 0 | (8,353) | 0 |
Change in operating assets and liabilities: | |||
Accounts receivable | (26,018) | (9,426) | (7,503) |
Prepaid expenses and other assets | (2,224) | (2,275) | (666) |
Deferred FI implementation costs | 0 | (9,250) | (10,900) |
Recovery of deferred FI implementation costs | 4,625 | 5,380 | 4,100 |
Accounts payable | (601) | 911 | (1,907) |
Other accrued expenses | 6,152 | 3,255 | 466 |
FI Share liability | 14,301 | 3,742 | 804 |
Customer Incentive liability | 8,385 | 4,234 | 1,385 |
Net cash used in operating activities | 11,457 | (18,995) | (22,102) |
Investing activities | |||
Acquisition of property and equipment | (8,277) | (5,920) | (1,215) |
Acquisition of patents | (31) | (23) | (60) |
Capitalized software development costs | (2,712) | (1,399) | (372) |
Net cash used in investing activities | (11,020) | (7,342) | (1,647) |
Financing activities | |||
Proceeds from issuance of debt | 0 | 47,435 | 12,500 |
Principal payments of debt | (46,698) | (52,581) | (99) |
Proceeds from issuance of common stock | 91,216 | 72,334 | 230 |
Proceeds from issuance of Series G preferred stock | 0 | 0 | 11,940 |
Equity issuance costs | (196) | (1,949) | (2,668) |
Debt issuance costs | (143) | (48) | (142) |
Net cash from financing activities | 44,179 | 65,191 | 21,761 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 101 | (246) | 282 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 44,717 | 38,608 | (1,706) |
Cash, cash equivalents, and restricted cash — Beginning of period | 59,870 | 21,262 | 22,968 |
Cash, cash equivalents, and restricted cash — End of period | 104,587 | 59,870 | 21,262 |
Supplemental schedule of non-cash investing and financing activities: | |||
Cash paid for interest | 1,266 | 9,733 | 873 |
Amounts accrued for property and equipment | 456 | 640 | 750 |
Amounts accrued for capitalized software development costs | 10 | 0 | 61 |
Cash and cash equivalents | 104,458 | 39,623 | 21,262 |
Restricted Cash and Cash Equivalents | $ 129 | $ 20,247 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 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 financial institutions’ (“FIs”) digital channels, which include online, mobile, email, and various real-time notifications. Our partnerships with FIs 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 national and regional restaurant and retail chains, large providers of cable satellite television and and wireless services, and increasingly, travel and hospitality, grocery, e-commerce and luxury brands. Using our purchase intelligence presents customers with offers to save money at a time when they are thinking of their finances. On May 4, 2012, we formed Cardlytics UK Limited (“Cardlytics UK”), a wholly-owned subsidiary registered as a private limited company in England and Wales. Cardlytics UK was a party to a collaboration agreement whereby 50% of its income and losses are shared with Aimia EMEA Limited (“Aimia”). Cardlytics, Inc. obtained full control of Cardlytics UK in June 2016 upon the termination of the cooperation agreement in exchange for convertible promissory notes of the Company. Refer to Note 6—Debt for additional information. We also operate in India through Cardlytics Services India Private Limited, a wholly-owned and operated subsidiary registered as a private limited company in India. Reverse Stock Split On January 26, 2018, our board of directors approved an amended and restated certificate of incorporation to (1) effect a reverse split on outstanding shares of our common stock and redeemable convertible preferred stock on a one-for-four basis (the “Reverse Stock Split”), (2) modify the threshold for automatic conversion of our preferred stock into shares of our common stock in connection with an initial public offering to eliminate the requirement of gross proceeds to the Company of not less than $70.0 million and (3) authorize us to issue up to 100,000,000 shares of common stock, $0.0001 par value per share and 25,000,000 shares of redeemable convertible preferred stock, $0.0001 par value per share (collectively, the “Charter Amendment”). The authorized shares and par values of our common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. The Charter Amendment was approved by the Company’s stockholders on January 26, 2018 and became effective upon the filing of the Charter Amendment with the State of Delaware on January 26, 2018. All issued and outstanding common stock and preferred stock and related share and per share amounts contained in these financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Proceeds from Issuance of Common Stock On February 13, 2018 , we closed our initial public offering (“IPO”), in which we issued and sold 5,400,000 shares of common stock at a public offering price of $13.00 per share, resulting in gross proceeds of $70.2 million . On February 14, 2018, pursuant to the underwriters’ partial exercise of their over-allotment option to purchase up to an additional 810,000 shares from us, we issued and sold an additional 421,355 shares of our common stock, resulting in additional gross proceeds to us of $5.5 million . In total, we issued 5,821,355 shares of common stock and raised $75.7 million in gross proceeds, or $66.1 million in net proceeds after deducting underwriting discounts and commissions of $5.3 million and offering costs of $4.3 million . Upon the closing of the IPO, all of the outstanding shares of redeemable convertible preferred stock automatically converted into shares of common stock and all warrants to purchase shares of redeemable convertible preferred stock were automatically converted into warrants to purchase shares of common stock. Subsequent to the closing of the IPO, there were no shares of preferred stock or warrants to purchase shares of redeemable convertible preferred stock outstanding. The consolidated financial statements as of December 31, 2017 , including share and per share amounts, do not give effect to the IPO or conversion of the redeemable convertible preferred stock, as the IPO and such conversions were completed subsequent to December 31, 2017 . Upon the completion of our IPO, our amended and restated certificate of incorporation authorized us to issue up to 100,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share, all of which shares of preferred stock are undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time. On September 13, 2019 , we closed a public equity offering in which we sold 1,904,154 shares of common stock, which included 404,154 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $34.00 per share. We received total net proceeds of $61.3 million after deducting underwriting discounts and commissions of $3.2 million and offering costs of $0.2 million . Selling stockholders, including certain of our executive officers and entities affiliated with certain of our directors, sold 1,194,365 shares of common stock in the offering at a public offering price of $34.00 . We did not receive any proceeds from the sale of common stock by the selling stockholders. During 2017, 2018 and 2019 , we received $0.2 million , $2.0 million and $29.7 million in proceeds from the exercise of options and warrants to purchase shares of common stock. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, income tax valuation allowance, contingencies and changes in fair value of our convertible promissory notes, preferred stock warrants and common stock warrants. 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. Foreign Currency The functional currency of our foreign wholly-owned subsidiaries is the local currency. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and income and expense amounts are translated at average currency exchange rates in effect for the period. The effect of these translation adjustments is reported in a separate component of stockholders’ deficit titled accumulated other comprehensive income. We are also subject to gains and losses from foreign currency denominated transactions and the remeasurement of foreign currency denominated balance sheet accounts, both of which are included in other income (expense), net in the accompanying consolidated statements of operations. We recorded foreign currency (gains) losses totaling $(1.3) million and $1.2 million and $(0.8) million in 2017 , 2018 and 2019 , respectively. FI Share and Other Third-Party Costs With respect to Cardlytics Direct, we generally pay our FI partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to the FIs’ customers and certain third-party data costs ("FI Share"). FI Share and other third-party costs consist primarily of the FI Share that we pay our FI partners, media and data costs, and the amortization of implementation costs incurred pursuant to our agreements with certain FI partners, any incremental costs due to FIs as part of FI Share commitments, as well as a non-cash expense related to the vesting of warrants issued to an FI partner that accelerated upon the consummation of our IPO. To the extent that we use a specific FI customer’s anonymized purchase data in the delivery of our solutions, we pay the applicable FI partner an FI Share calculated based on the relative contribution of the data provided by the FI partner to the overall delivery of the services. Delivery Costs Delivery costs consist primarily of personnel-related costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses and payroll taxes, as well as stock-based compensation expense. Delivery costs also include hosting facility costs, internally developed and purchased or licensed software costs, outsourcing costs and professional services costs. Accounts Receivable Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts, determined based on the probability of future collection. When we become aware of circumstances that may decrease the likelihood of collection, we record a specific allowance against amounts due, which reduces the receivable to the amount that we believe will be collected. For all other accounts receivable, we determine the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. The following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ 653 $ 105 $ 169 Bad debt expense 73 130 1,201 Write-offs, net of recoveries (621 ) (66 ) (1,115 ) Ending balance $ 105 $ 169 $ 255 Unbilled receivables were $0.1 million , $0.4 million and $0.6 million as of December 31, 2017 , 2018 and 2019 , respectively. An unbilled receivable represents revenue earned and recognized from customer activity that was not billed prior to the end of the reporting period. Unbilled receivables are included in accounts receivable, net on our consolidated balance sheets. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred, while betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts and any resulting gain or loss is recognized. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows: Computer equipment: 2–3 years Furniture and fixtures: 5 years Leasehold improvements: Lesser of estimated useful life or life of the lease Intangible Assets Intangible assets are recorded at cost and consist of costs incurred for software patent applications. As of December 31, 2019 , we had four issued patents and are pursuing ten additional patents relating to our software. We received approval for three patents in 2013 and one patent in 2018 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents. If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately. Deferred patent costs related to patents for which we have not yet obtained approval totaled $0.2 million and $0.3 million as of December 31, 2018 and 2019 , respectively. Based on deferred patent costs as of December 31, 2019 , the related amortization expense will be less than $0.1 million in each of the next five years. Intangible assets are as follows (in thousands): December 31, 2018 2019 Deferred patent costs, gross $ 417 $ 448 Less accumulated amortization (47 ) (59 ) Deferred patent costs, net $ 370 $ 389 Internal-Use Software Development Costs Capitalized software development costs consist of costs incurred in the development of internal-use software, primarily associated with the development and enhancement of our offer management system and offer placement system. We capitalize the costs of software developed or obtained for internal use in accordance with ASC Topic 350-40, Internal Use Software . We begin to capitalize our costs upon completion of the preliminary project stage. We consider the preliminary project stage to be complete and the application development stage to have begun when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred in the preliminary project stage and post-implementation operation stages are expensed as incurred and recorded in research and development expense on our consolidated statements of operations. During 2017 , 2018 and 2019 , we capitalized development costs for enhancements to our offer management system as well as the implementation of a new billing system totaling $0.4 million , $1.6 million and $2.6 million , respectively. Capitalized software development costs are as follows (in thousands): December 31, 2018 2019 Capitalized software development costs, gross $ 2,826 $ 5,537 Less accumulated amortization (1,201 ) (1,722 ) Capitalized software development costs, net $ 1,625 $ 3,815 Debt Issuance Costs Costs incurred to obtain loans, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the applicable loans’ life using the effective interest method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our consolidated balance sheets and amortized ratably over the term of the arrangement. Costs incurred to obtain loans for which we have elected the fair value option are expensed upon the issuance of the loan and recorded within general and administrative expense on our consolidated statements of operations. As described in Note 6—Debt , we entered into a 2018 Loan Facility in 2018 and deferred $0.1 million of debt issuance costs associated with obtaining the 2018 Loan Facility and deferred $0.1 million of unamortized debt issuance costs attributed to our 2016 Line of Credit and 2016 Term Loan. We recognized a $0.9 million loss on extinguishment of debt related to the unamortized discount and unamortized debt issuance costs associated with our 2016 Term Loan and 2016 Line of Credit. This expense is included within other income (expense), net on our consolidated statements of operations and is presented in other non-cash expenses on our consolidated statement of statement of cash flows. Amortization of debt issuance costs included in interest expense, net totaled $0.6 million , $0.3 million and $0.1 million in 2017 , 2018 and 2019 , respectively. Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands): December 31, 2018 2019 Debt issuance costs, gross $ 334 $ 388 Less accumulated amortization (234 ) (271 ) Debt issuance costs, net $ 100 $ 117 Deferred debt issuance costs related to our term loans included in debt are as follows (in thousands): December 31, 2018 2019 Debt issuance costs, gross $ 30 $ — Less accumulated amortization (10 ) — Debt issuance costs, net $ 20 $ — Future amortization of debt issuance costs is as follows (in thousands): Years Ending December 31, Amortization 2020 $ 87 2021 30 Total $ 117 Deferred Offering Costs Deferred offering costs consist of incremental costs directly attributable to equity offerings. Deferred offering costs are included in other long-term assets on our consolidated balance sheets. Upon completion of an offering, these amounts are offset against the proceeds of the offering. Deferred offering costs is as follows (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ — $ 3,144 $ — Deferred costs 3,144 1,135 196 Recognized against offering proceeds — (4,279 ) (196 ) Ending balance $ 3,144 $ — $ — Advertising We expense advertising costs as incurred. These costs are included in sales and marketing expense on our consolidated statements of operations. Advertising costs include direct marketing costs such as print advertisements, market research, direct mail, public relations and trade show expenses and totaled $0.7 million , $0.9 million and $1.4 million in 2017 , 2018 and 2019 , respectively. Stock-Based Compensation We measure and recognize compensation expense based on the estimated fair value of the award on the grant date. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. We recognize the fair value of awards that contain performance conditions based upon the probability of the performance conditions being met. Expense for awards with performance conditions are estimated and adjusted on a quarterly basis based upon our assessment of the probability that the performance condition will be met. We recognize the fair value of awards that contain market conditions over the derived service period. Forfeitures are accounted for when they occur. Refer to Note 7—Stock-based Compensation for additional information regarding our specific award plans and estimates and assumptions used to determine fair value. Redeemable Convertible Preferred Stock Warrant Liability Warrants to purchase shares of our redeemable convertible preferred stock are accounted for as derivative liabilities in accordance with ASC Topic 815, Derivatives and Hedging due to the terms of the warrants and related agreements. We have determined that these warrants do not meet the scope exception of a contract indexed to our stock because of fair value protections contained in agreements governing our redeemable convertible preferred stock as described in Note 9—Redeemable Convertible Preferred Stock . We record preferred stock warrant liabilities on our consolidated balance sheets at their fair value. We record the changes in fair value of such instruments as non-cash gains or losses on our statements of operations. Upon the consummation of our IPO, all of the outstanding warrants to purchase shares of redeemable convertible preferred stock were automatically converted into warrants to purchase shares of common stock. Refer to Note 11—Fair Value Measurements for additional information. Common Stock Warrant Liability In connection with the Series G Stock financing, we issued warrants to purchase shares of our common stock that are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities From Equity due to the terms of the warrants and related agreements. We record these common stock warrant liabilities on our consolidated balance sheets at their fair value. We record the changes in fair value of such instruments as non-cash gains or losses in our statements of operations. Refer to Note 11—Fair Value Measurements for additional information. Fair Value of Financial Instruments When required by GAAP, assets and liabilities are reported at fair value on our consolidated financial statements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. Our nonfinancial assets that we recognize or disclose at fair value on our consolidated financial statements on a nonrecurring basis include property and equipment, intangible assets, capitalized software development costs and deferred FI implementation costs. The fair values for these assets are evaluated when events or changes in circumstances indicate the carrying value may not be recoverable. Convertible Promissory Notes The redemption features included in the terms of the convertible promissory notes were determined to be derivative liabilities as a result of a significant discount within the redemption features for the note holders. Embedded derivatives that are not clearly and closely related to the host contract are required to be bifurcated and recorded at fair value unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as all related gains or losses on the host contract and derivative will be reflected on the consolidated statements of operations. We elected the fair value option for the convertible promissory notes upon their issuance. The convertible promissory notes are measured at fair value using unobservable inputs that required a high level of judgment, and are therefore classified as Level 3. In May 2017, we issued and sold shares of Series G redeemable convertible preferred stock, which resulted in the conversion of the convertible promissory notes into either shares of our common stock or shares of our Series G’ Stock. Refer to Note 11—Fair Value Measurements for additional information regarding the valuation of the convertible promissory notes. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Valuation allowances are provided when we determine that it is more likely than not that all of, or a portion of, deferred tax assets will not be utilized in the future. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. Estimates of future taxable income are based on assumptions that are consistent with our plans. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual amounts differ from our estimates, the amount of our tax expense and liabilities could be materially impacted. We have recorded a full valuation allowance related to our net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities. Where applicable, we classify associated interest and penalties as income tax expense. The total amounts of interest and penalties were not material. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (“IRC”). Changes include, but are not limited to, a corporate tax rate decrease to 21% effective for tax years beginning after December 31, 2017. This change in tax rate resulted in a reduction in our net U.S. deferred tax assets, which was fully offset by a reduction in our valuation allowance. The other provisions of the Tax Act, including the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, did not have a material impact on our financial statements. |
ACCOUNTING STANDARDS
ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
ACCOUNTING STANDARDS | ACCOUNTING STANDARDS Recently Adopted Accounting Pronouncements 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. If a cloud computing arrangement includes a license to internal-use software, then the software license is accounted for by the customer in accordance with Subtopic 350-40. This generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of the arrangement are expensed as incurred. For public entities, this ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For non-public entities, this ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, for all entities. We have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, and therefore we will be required to adopt this ASU for annual reporting periods beginning after December 15, 2020. We early adopted this ASU on January 1, 2020 on a prospective basis. We do not expect the adoption to have a material effect on our consolidated financial statements. 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 requires lessees 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 , which provides the option of applying the requirements of the new lease standard in the period of adoption with no restatement to comparative periods. For public entities, Leases (Topic 842) is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10, Leases (Topic 842) , making the effective date of Leases (Topic 842) for non-public entities effective for annual periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. We have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, and therefore we will be required to adopt this ASU for annual reporting periods beginning after January 1, 2021. Early adoption is permitted. Although we are currently evaluating the impact of this guidance on our consolidated financial statements, we expect that most of our operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption of the new guidance. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Significant components of property and equipment are as follows (in thousands): December 31, 2018 2019 Computer equipment $ 16,284 $ 21,269 Leasehold improvements 5,573 6,960 Furniture and fixtures 913 1,557 Construction in progress 65 1,125 Property and equipment, gross 22,835 30,911 Less accumulated depreciation (12,605 ) (16,621 ) Property and equipment, net $ 10,230 $ 14,290 Assets acquired under capital leases, included within computer equipment, are as follows (in thousands): December 31, 2018 2019 Capital lease assets, gross $ 1,096 $ 1,096 Less accumulated depreciation (1,047 ) (1,067 ) Capital lease assets, net $ 49 $ 29 Depreciation expense was $3.0 million , $3.0 million and $4.0 million in 2017 , 2018 and 2019 , respectively. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Our debt consists of the following (in thousands): December 31, 2018 2019 Lines of credit $ 26,677 $ — Term loans 19,980 — Capital leases 57 37 Total debt 46,714 37 Less current portion of long-term debt (21 ) (24 ) Long-term debt, net of current portion $ 46,693 $ 13 We had no accrued interest in debt as of December 31, 2018 and 2019 , respectively. Paid-in-kind interest related to the convertible promissory notes is recognized in interest expense, net on our consolidated statements of operations and totaled $1.7 million during 2017 . 2018 Loan Facility On May 21, 2018, we entered into a Loan and Security Agreement with Pacific Western Bank (the “Lender”) 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") (collectively, the “2018 Loan Facility”). 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 prior line of credit and term loan. On May 14, 2019, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit, from $30.0 million to $40.0 million , and decrease the capacity of our 2018 Term Loan from $20.0 million to $10.0 million . This amendment also extended the maturity date of the 2018 Loan Facility from May 21, 2020 to May 14, 2021. We repaid $10.0 million of the principal balance of the 2018 Term Loan upon the execution of the amendment in May 2019 and repaid the remaining $10.0 million principal balance in September 2019. As of December 31, 2019 , we had $40.0 million of unused borrowings available under our 2018 Line of Credit. The 2018 Loan Facility contains moving trailing 12-month billing covenants, which range from $210.0 million to $255.0 million , during the term of the facility. The moving 12-month billings covenant was $240.0 million for December 2019. The 2018 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 . Under the 2018 Loan Facility relating to the 2018 Line of Credit, we are able to borrow up to the lesser of $40.0 million or 85% of the amount of our eligible accounts receivable. Interest on advances under the 2018 Line of Credit bears an interest rate equal to the prime rate minus 0.50% , or 4.25% as of December 31, 2019 . In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the $40.0 million revolving commitment. Interest accrued on the 2018 Term Loan at an annual rate of interest equal to the prime rate minus 2.75% , or 2.00% at the date of repayment in September 2019. The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibits mergers, acquisitions and dispositions of assets, incurrence of indebtedness and encumbrances on our assets and the payment or declaration of dividends; in each case subject to specified exceptions. The 2018 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 2018 Loan Facility and increase the interest rate otherwise applicable to advances under the 2018 Line of Credit by an additional 3.00% . All of our obligations under the 2018 Loan Facility are secured by a first priority lien on substantially all of our assets. The 2018 Loan Facility does not include any prepayment penalties. We believe we were in compliance with all financial covenants as of December 31, 2019 . 2016 Line of Credit In September 2016, we entered into a $50.0 million loan and security agreement ("2016 Line of Credit") maturing on March 14, 2019. The 2016 Line of Credit facility was repaid and terminated in May 2018 in connection with obtaining our 2018 Loan Facility. We recognized a $0.1 million loss on extinguishment of debt related to the unamortized debt issuance costs. This expense is included within other income (expense), net in our consolidated statements of operations and is presented in other non-cash expenses on our consolidated statement of statement of cash flows. 2016 Term Loan In July 2016, we entered into a $24.0 million credit agreement ("2016 Term Loan") maturing on July 21, 2019. The 2016 Term Loan was repaid and terminated in May 2018 in connection with obtaining our 2018 Loan Facility. We recognized a $0.8 million loss on extinguishment of debt related to the unamortized discount and unamortized debt issuance costs. This expense is included within other income (expense), net in our consolidated statements of operations and is presented in other non-cash expenses on our consolidated statement of statement of cash flows. Convertible Promissory Notes During 2016, we issued unsecured convertible promissory notes to existing stockholders and Aimia with an aggregate principal amount of $50.7 million . The redemption features included in the terms of the convertible promissory notes were determined to be derivative liabilities as a result of a significant discount within the redemption features for the note holders. Embedded derivatives that are not clearly and closely related to the host contract are required to be bifurcated and recorded at fair value unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as all related gains (losses) on the host contract and derivative will be reflected in the consolidated statements of operations. We elected the fair value option for the convertible promissory notes and changes in fair value of the convertible promissory notes are included in change in fair value of convertible promissory notes on our consolidated statements of operations. Refer to Note 11—Fair Value Measurements for additional information regarding the valuation of the convertible promissory notes. Existing Stockholder Notes During 2016, we issued unsecured convertible promissory notes to certain of our existing stockholders with an aggregate principal amount of $27.0 million ("Existing Stockholder Notes"). In May 2017, we issued and sold shares of Series G redeemable convertible preferred stock, which resulted in the conversion of the Existing Stockholder Notes into shares of our Series G’ Stock. Refer to Note 9—Redeemable Convertible Preferred Stock for additional information regarding the Series G Stock financing and the transactions that resulted in the conversion of the Existing Stockholder Notes into shares of our Series G’ Stock. Aimia Notes During 2016, we issued to Aimia unsecured convertible promissory notes (“Aimia EMEA Notes”), in an aggregate principal amount of $18.0 million . In consideration for our outstanding obligations to Aimia Inc. at the time we terminated our U.K. cooperation agreement, we issued to Aimia an unsecured convertible promissory note (“Outstanding Obligation Note”) in an aggregate principal amount of approximately $5.7 million . Both the Aimia EMEA Notes and the Outstanding Obligation Note (collectively the “Aimia Notes”) were convertible into shares of our capital stock, depending on certain triggering events. In the event we completed an equity financing in which we received proceeds in excess of $10.0 million , the Aimia EMEA Notes were to automatically convert into shares of our common stock and the Outstanding Obligation Note was to automatically convert into shares of the same series of our capital stock as the investors in the financing. In connection with the Series G Stock financing, the Aimia EMEA Notes converted into 801,329 shares of common stock. Refer to Note 9—Redeemable Convertible Preferred Stock for additional information of the Series G Stock financing and the transactions that resulted in the conversion of the Aimia EMEA Notes into shares of our common stock and the conversion of the Outstanding Obligation Note into shares of our Series G’ Stock. Future Payments Aggregate future payments of principal and interest due upon maturity are as follows (in thousands): Years Ending December 31, Capital leases 2020 $ 24 2021 13 Total debt $ 37 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION In May 2017, our board of directors and stockholders approved an increase in the total number of shares of common stock issuable under our 2008 Stock Plan ("2008 Plan") from 3,120,000 to 3,495,000 shares. In January 2018, our board of directors and stockholders approved an increase in the total number of shares of common stock issuable under our 2008 Plan to 4,020,000 shares. 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 IPO was declared effective. We do not expect to grant any additional awards under the 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 was 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, 2019, there were 1,345,631 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 1,327,352 shares on January 1, 2020. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation, which are collectively referred to as stock awards. Additionally, the 2018 Plan provides for the grant of performance cash awards. The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2018 2019 Delivery costs $ 202 $ 633 $ 711 Sales and marketing expense 1,894 9,358 4,248 Research and development expense 951 4,087 1,619 General and administration expense 2,100 12,712 9,273 Total stock-based compensation expense $ 5,147 $ 26,790 $ 15,851 During 2017 , 2018 and 2019 , we capitalized less than $0.1 million of stock-based compensation expense for software development. Common Stock Options The term of each option to purchase shares of our common stock pursuant to the Stock Plan is set by our board of directors or a committee thereof. Option awards are generally granted with an exercise price not less than the fair value per share of our common stock at the grant date. Option awards 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 Per Share Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding - December 31, 2018 1,774 $ 20.55 Granted 39 20.64 Exercised (716 ) 16.84 21,399 Forfeited (31 ) 23.95 Cancelled (66 ) 22.37 Outstanding - December 31, 2019 1,000 $ 22.99 6.51 $ 39,894 Exercisable - December 31, 2019 757 $ 22.45 6.29 $ 30,586 (1) The aggregate intrinsic value represents the total pre-tax intrinsic value based on the $62.86 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2019 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 2017 , 2018 and 2019 was approximately $4.3 million , $6.0 million and $4.8 million , respectively. As of December 31, 2019, $2.8 million of unrecognized compensation expense related to unvested options will be recognized over a weighted-average period of 1.1 years. All stock option awards outstanding as of December 31, 2019 are expected to vest. During 2017, we granted 799,129 options to purchase shares of our common stock to employees with a weighted-average exercise price of $23.78 per share. We determined that a retrospective valuation of the fair value of our common stock on each grant date in 2017 was appropriate for financial reporting purposes. In connection with the preparation of our retrospective valuation, we noted that the fair value of our common stock, as determined by contemporaneous third-party valuations, was $24.48 per share on December 31, 2016, $27.68 per share on February 28, 2017, $30.44 per share on May 15, 2017 and $24.24 per share on September 30, 2017. The changes in fair value of our common stock primarily resulted from the dilutive effect of our Series G Stock financing, the timing of future potential liquidity events, changes to our forecasted financial results and changes in the valuation of comparable companies. We derived the fair value of our common stock on December 31, 2017 using a similar interpolation methodology and determined the fair value of our common stock to be $26.74 per share. We determine the grant date fair value of options using the Black-Scholes option pricing model, which is affected by the estimated fair value of our common stock as well as the following significant inputs: Year Ended December 31, 2017 Weighted-average grant date fair value $12.11 Significant inputs: Value of common stock $24.60 - $28.16 Expected term 7.0 years Volatility 50% to 51% Risk-free interest rate 0.7% - 2.2% Restricted Stock Units We grant restricted stock units ("RSUs") to employees and our non-employee directors. A summary of RSU activity, inclusive of performance-based RSUs, is as follows (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in years) Unamortized Compensation Costs Unvested - December 31, 2017 — $ — Granted 1,309 20.58 Vested (850 ) 21.93 Forfeited/canceled (78 ) 17.97 Unvested - December 31, 2018 381 $ 18.11 Granted 1,978 17.78 Vested (486 ) 14.97 Forfeited (132 ) 18.92 Unvested - December 31,2019 1,741 $ 18.55 Expected to Vest 1,428 $ 19.22 3.09 $ 20,389 Service-based Restricted Stock Units During 2018, we granted 434,377 RSUs to our employees and non-employee directors, which have annual vesting periods ranging from one to four years. As of December 31, 2018 , there was approximately $4.5 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.4 years. During 2019, we granted 725,832 RSUs to employees and our non-employee directors, which have annual vesting periods ranging from one to four years. As of December 31, 2019 , there was approximately $20.4 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 3.09 years. The aggregate intrinsic values based on the $62.86 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2019 of unvested RSUs is $109.5 million and RSUs expected to vest is $89.8 million as of December 31, 2019 . Subsequent to December 31, 2019 , we granted 188,422 RSUs to employees, which have annual vesting periods ranging from one to four years. The unamortized stock-based compensation expense related to these RSUs is approximately $15.9 million . Performance-based Restricted Stock Units During 2018, we granted two separate tranches of performance-based RSUs ("2018 PSUs"), each to receive 437,500 shares of common stock, to employees. The vesting of the 875,000 2018 PSUs was contingent upon the completion of our IPO and includes other performance-based conditions. The performance condition in the first tranche was to be satisfied when we attained 70.0 million of FI monthly active users ("FI MAUs") within three years of the grant date. The performance condition in the second tranche was to be satisfied when we attained 85.0 million of average FI MAUs within five years of the grant date. FI MAUs is a performance metric defined within "Management's Discussion and Analysis of Financial Condition and Results of Operations." We recognize stock compensation for these 2018 PSUs based upon the expected timing of the achievement of these FI MAU targets. During 2018, 25,000 of the 2018 PSUs were forfeited prior to the FI MAU targets being reached. During 2018 , both average FI MAU targets were reached, resulting in the vesting of both tranches of the 2018 PSUs and the issuance of 850,000 shares of our common stock to fully settle the 2018 PSUs. During 2018, we recognized $18.6 million of stock-based compensation expense related to these awards. During 2019, we granted 1,252,500 performance-based RSUs (“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. Adjusted EBITDA and adjusted contribution are performance metrics defined within "Management's Discussion and Analysis of Financial Condition and Results of Operations." During 2019, the Compensation Committee of our Board of Directors certified that the targets for both the average closing price of our common stock and adjusted EBITDA were achieved resulting in the immediate vesting of 50% of each related PSU tranche. Restricted Securities Units During 2016, we granted $1.0 million of restricted securities units to certain executives in lieu of cash bonuses. Upon issuance, the restricted securities units were indexed to the convertible promissory notes. As a result of the Series G Stock financing, the restricted securities units became indexed to our Series G’ Stock upon conversion of the convertible promissory notes. Upon the consummation of our IPO in February 2018, the restricted securities units became indexed to our common stock. Vesting requirements included both a service-based condition and a performance-based condition. The service-based condition required each recipient to remain employed until the earlier of i) the date 6 months from the restricted securities unit grant date, ii) the date of a qualified liquidity event, or iii) date of termination without cause. The performance-based condition required a sale of the Company or IPO event within a fixed period of time not more than 5 years from the restricted securities units grant date. The restricted securities units were considered liability classified awards, but due to the performance condition relating to sale of the Company or IPO, no compensation cost was recognized until one of these events occurred. These units vested upon the consummation of our IPO in February 2018, resulting in a non-cash expense of $0.5 million , and were settled upon the delivery of 37,406 shares of our common stock in August 2018. Employee Stock Purchase Plan Our board of directors has adopted and our stockholders have approved our 2018 Employee Stock Purchase Plan ("2018 ESPP"). Our 2018 ESPP became effective on February 8, 2018, the date our registration statement in connection with our IPO was declared effective and 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. During 2018 and 2019, a total of 177,238 and 154,601 shares of common stock were purchased by employees under the 2018 ESPP, respectively. As of December 31, 2019, 267,823 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, 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, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 265,470 shares on January 1, 2020. 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Domestic and foreign components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2017 2018 2019 Domestic $ (16,711 ) $ (48,897 ) $ (13,464 ) Foreign (2,930 ) (4,145 ) (3,680 ) Loss before income taxes $ (19,641 ) $ (53,042 ) $ (17,144 ) The significant components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2017 2018 2019 Current: Federal $ — $ — $ — State — — — Foreign (1) — — — Total current — — — Deferred: Federal (28,331 ) 6,896 1,326 State 2,345 1,264 622 Foreign 85 916 222 Change in uncertain tax positions (120 ) (105 ) 598 Change in valuation allowance 26,021 (8,971 ) (2,768 ) Total deferred — — — Income tax benefit $ — $ — $ — (1) The current income tax (expense) for the year ended December 31, 2019 excludes Indian income tax expense of less than $0.1 million . The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate: Year Ended December 31, 2017 2018 2019 Tax benefit at federal statutory rate 34.00 % 21.00 % 21.00 % State income taxes, net of federal benefit 1.82 % 1.91 % — % Change in federal and state statutory rate (156.32 )% 0.03 % 0.34 % Foreign rate differential (1.04 )% (0.06 )% (0.20 )% Other adjustments (10.93 )% (5.97 )% (5.18 )% Valuation allowance 132.47 % (16.91 )% (16.18 )% Income tax benefit — % — % (0.22 )% The significant components of deferred income taxes are as follows (in thousands): December 31, 2018 2019 Net operating loss carry-forwards $ 60,718 $ 64,348 Allowance for doubtful accounts 26 28 Depreciation and amortization (856 ) (1,321 ) Stock-based compensation 1,968 2,727 Deferred costs 1,334 2,275 IRC Section 163(j) interest expense limitation 737 436 Other tax credit carry-forward 3,071 1,419 Other temporary differences 465 319 Valuation allowance (67,463 ) (70,231 ) Net long-term deferred tax liability $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was signed into law making significant changes to the IRC. Changes include, but are not limited to, a corporate tax rate decrease to 21% effective for tax years beginning after December 31, 2017 . This change in tax rate resulted in a reduction in our net U.S. deferred tax assets, which was fully offset by a reduction in our valuation allowance. The other provisions of the Tax Act, including the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, did not have a material impact on our financial statements as of December 31, 2019 . We have generated historical net losses and recorded a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance in the near term. Realization of any of our net deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. The following table presents changes in our valuation allowance (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ (84,483 ) $ (58,649 ) $ (67,463 ) Allowance for domestic and foreign net operating loss carry-forwards (6,509 ) (9,863 ) (3,598 ) Rate change on domestic net operating loss carry-forwards 30,705 (17 ) (32 ) Change in foreign currency (187 ) 157 — Other changes 1,825 909 862 Ending balance $ (58,649 ) $ (67,463 ) $ (70,231 ) As of December 31, 2018 and 2019 we have $249.8 million and $266.8 million , respectively, of gross U.S. federal net operating loss carry forwards that will begin to expire in the 2028 tax year. Additionally, we have $90.5 million and $98.4 million of gross state net operating loss carry-forwards as of December 31, 2018 and 2019 , respectively that will also begin to expire in the 2028 tax year. Ownership changes, as defined by IRC Section 382, may limit the amount of net operating losses that a company may utilize to offset future taxable income and taxes payable. Pursuant to IRC Section 382, an ownership change occurs when the stock ownership of 5% stockholders increases by more than 50% over a testing period of three years. We have experienced ownership changes in the past, and it is possible that we have undergone ownership changes subsequent to December 5, 2018, the date of our most recent evaluation, or that we may undergo such a change in the future. Any such ownership change may limit our ability to utilize net operating losses. Our results during 2017 , 2018 and 2019 reflect state tax credits related to hiring and research activities that are utilized through the reduction of state payroll tax withholdings totaling $0.8 million , $0.7 million and $1.3 million , respectively. As of December 31, 2018 and 2019 , Cardlytics UK had gross net operating losses of $13.9 million and $12.1 million , respectively. Foreign net operating loss carry-forwards expire according to the rules of each country. In the U.K., there is an indefinite carry-forward period. As of December 31, 2019 , Cardlytics UK held cash and cash equivalents of $4.8 million . While our investment in Cardlytics UK is not considered to be permanently invested, we do not plan to repatriate these funds. Further, although the tax basis of our investment in Cardlytics UK exceeds its book basis, we have not recorded a deferred tax asset since we do not believe that a reversal of this temporary difference will occur in the foreseeable future. The following table summarizes the activity related to our gross unrecognized tax benefits that would affect our effective tax rate, if recognized (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ 558 $ 678 $ 783 Increase related to current year tax position 120 105 (598 ) Ending balance $ 678 $ 783 $ 185 All such positions, if recognized, would impact our effective tax rate. We do not currently anticipate any of our positions to change significantly in the next 12 months. Our tax filings from inception remain subject to income tax examinations. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK Upon the consummation of our IPO, all of the outstanding shares of redeemable convertible preferred stock were automatically converted into shares of common stock. Refer to Note 1—Nature of Operations for additional information regarding our IPO. A summary of the change in carrying amount of the outstanding redeemable convertible preferred stock is as follows (in thousands): Series G’ Stock Series G Stock Shares Amount Shares Amount Balance — December 31, 2017 1,296 $ 44,672 346 $ 5,110 Conversion of preferred stock to common stock (1,296 ) (44,672 ) (346 ) (5,218 ) Accretion of redeemable convertible preferred stock — — — 108 Balance — December 31, 2018 — — — — Series F/F-R Stock Series E/E-R Stock Series D/D-R Stock Shares Amount Shares Amount Shares Amount Balance — December 31, 2016 1,199 $ 57,958 795 $ 29,963 1,396 $ 32,642 Accretion of redeemable convertible preferred stock — 491 — 9 — 86 Balance — December 31, 2017 1,199 $ 58,449 795 $ 29,972 1,396 $ 32,728 Accretion of redeemable convertible preferred stock — 38 — 1 — 7 Conversion of preferred stock to common stock (1,199 ) (58,487 ) (795 ) (29,973 ) (1,396 ) (32,735 ) Balance — December 31, 2018 — $ — — $ — — $ — Series C/C-R Stock Series B/B-R Stock Series A/A-R Stock Shares Amount Shares Amount Shares Amount Balance — December 31, 2016 1,508 $ 18,323 2,247 $ 5,286 1,857 $ 1,850 Accretion of redeemable convertible preferred stock — 43 — 2 — 2 Balance — December 31, 2017 1,508 $ 18,366 2,247 $ 5,288 1,857 $ 1,852 Accretion of redeemable convertible preferred stock — 3 — — — — Conversion of preferred stock to common stock (1,508 ) (18,369 ) (2,247 ) (5,288 ) (1,857 ) (1,852 ) Balance — December 31, 2018 — $ — — $ — — $ — During 2016, we issued convertible promissory notes to our founders and the existing holders of our redeemable convertible preferred stock. Shares of redeemable convertible preferred stock held by investors that participated in the financing were exchanged for shares of replacement preferred stock. Replacement shares were issued for 1,856,998 shares of Series A Stock, 2,246,744 shares of Series B Stock, 1,507,906 shares of Series C Stock, 1,395,936 shares of Series D Stock, 795,027 shares of Series E Stock and 1,198,637 shares of Series F Stock. These replacement shares have rights and preferences equal to their corresponding original series and are designated as Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock and Series F-R Stock. Shares of redeemable convertible preferred stock held by investors that did not participate in the financing were converted to common stock and consisted of 12,375 shares of Series A Stock, 2,121 shares of Series B Stock and 397,515 shares of Series E Stock. In February 2017, we amended and restated our certificate of incorporation reducing the authorized number of shares of our redeemable convertible preferred stock to 82,683,212 and canceled Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock and Series F Stock. Pursuant to our convertible promissory note financing, these series of preferred stock were either exchanged for shares of replacement preferred stock with rights and preferences equal to their corresponding original series or converted to common stock. Series G Stock Financing In May 2017, we amended and restated our certificate of incorporation and increased the authorized number of shares of our common stock to 83,000,000 and increased the authorized number of shares of our redeemable convertible preferred stock to 96,131,002 . In May 2017, we issued and sold, for aggregate consideration of $11.9 million , an aggregate of 346,334 shares of Series G redeemable convertible preferred stock, par value $0.0001 per share with a stated price of $34.4758 per share (“Series G Stock”), and warrants to purchase shares of our common stock. Issuance costs incurred in connection with the sale of Series G Stock totaled $0.1 million . Conversion of Convertible Promissory Notes into Series G’ Stock In connection with the Series G Stock financing in May 2017, the Existing Stockholder Notes and the Outstanding Obligation Note converted into 1,295,746 shares of Series G’ redeemable convertible preferred stock, par value $0.0001 per share (“Series G’ Stock”), at a price per share of $27.58 . The Series G’ Stock carried a stated dividend of $2.758 per annum, payable quarterly when, as, and if declared by our board of directors. These dividends were noncumulative in nature. The Series G’ Stock was entitled to certain anti-dilution protections. Common Stock Warrants Issued in Connection with the Series G Stock Financing In connection with the Series G Stock financing, we issued warrants to purchase an aggregate number of shares of common stock equal to the product obtained by multiplying 346,334 by a fraction, the numerator of which is the difference between $68.9516 and the volume weighted average closing price of our common stock over the 30 trading days (or such lesser number of days as our common stock has been traded on the Nasdaq Global Market) prior to the date on which such warrants vest and become exercisable and the denominator of which is such volume weighted average closing price, which warrants vested and became exercisable on August 8, 2018, which was 180 days following the date of our IPO, at an exercise price of $0.0004 per share. In August 2018, we issued warrants to purchase 792,434 shares of common stock at an exercise price of $0.0004 per share to the cash investors of our Series G financing, pursuant to our Series G stock purchase agreement. The warrants had a valuation of $15.3 million upon issuance and were immediately exercised. Refer to Note 11—Fair Value Measurements for additional information regarding the valuation of the warrants issued in connection with the Series G Stock financing. Beneficial Conversion Feature The aggregate proceeds of $11.9 million from the Series G Stock financing were first allocated to the warrants to purchase shares of our common stock, which qualify as liabilities under ASC 480 and are recorded at fair value, with the residual value of $4.5 million allocated to our Series G Stock. As a result of this allocation, Series G Stock was determined to contain a beneficial conversion feature with an intrinsic value of $6.1 million . The amount assigned to the beneficial conversion feature was limited to the $4.5 million residual value allocated to Series G Stock and is classified as a component of additional paid-in capital. During 2017, we recorded a deemed dividend of $4.5 million related to the beneficial conversion feature, which is reflected below net loss to arrive at net loss available to common stockholders. Redemption At any time on or after May 4, 2022, upon written request of the holders of not less than 66 2/3% of the shares of redeemable convertible preferred stock then-outstanding, voting together as a single class on an as-converted to common stock basis, we were required to redeem all outstanding shares of redeemable convertible preferred stock in eight quarterly installments. The Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock, Series F-R Stock, Series G Stock and Series G’ Stock were redeemable at prices equal to $1.00 , $2.3567 , $12.2686 , $23.64 , $37.7344 , $58.40 , $34.4758 and $34.4758 per share, plus any declared or accumulated but unpaid dividends, respectively. To the extent that we had insufficient funds to redeem all outstanding shares of redeemable convertible preferred stock, we were required to first redeem shares of Series G Stock and Series G’ Stock, then shares of Series F/F-R Stock, then shares of Series E/E-R Stock, then shares of Series D/D-R Stock, then shares of Series C/C-R Stock and then shares of Series B/B-R Stock and Series A/A-R Stock pari passu , in each case on a pro rata basis among the holders thereof. The redeemable convertible preferred stock carrying amount was increased by periodic accretions, using the interest method, so that the carrying amount would equal the redemption amount at May 4, 2022. Accretion was recorded through a charge against additional paid-in capital. Liquidation Upon us (i) selling or otherwise disposing of all or substantially all of our property or business or merging with or into or consolidation with any other corporation, limited liability company or other entity, (ii) a majority of the voting power of our outstanding capital stock being transferred or disposed of as a result of a transaction or series of related transactions that are not issuances of capital stock by us primarily for the purposes of raising equity capital or (iii) any dissolution or winding-up of our business, the holders of Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock, Series F-R Stock, Series G Stock and Series G’ Stock were entitled to receive payments in amounts per share equaling $1.00 , $2.3567 , $21.4701 , $23.64 , $37.7344 , $58.40 , $68.9516 , and $34.4758 , plus any declared but unpaid dividends, respectively. Holders of Series G Stock and Series G’ Stock are pari passu and were to be paid prior, and in preference to, any distribution of assets to the holders of all other classes of capital stock. Holders of Series F-R Stock were to be paid prior, and in preference to, any distribution of assets to the holders of Series E-R Stock, Series D-R Stock, Series C-R Stock, Series B-R Stock and Series A-R Stock. Holders of Series E-R Stock were to be paid prior, and in preference to, any distribution of assets to the holders of Series D-R Stock, Series C-R Stock, Series B-R Stock and Series A-R Stock. Holders of Series D-R Stock were to be paid prior, and in preference to, any distribution of assets to the holders of Series C-R Stock, Series B-R Stock and Series A-R Stock. Holders of Series C-R Stock were to be paid prior, and in preference to, any distribution of assets to the holders of Series B-R Stock and Series A-R Stock. Holders of Series A-R Stock and Series B-R Stock are pari passu and were to be paid prior, and in preference to, any distribution of assets to the holders of common stock. Upon completion of the distributions detailed above, any remaining assets were to be distributed to the holders of common stock, Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock, Series F-R Stock, Series G Stock and Series G’ Stock; such participation in the distribution of remaining assets would cease, however, when the amount that the holders of Series A-R Stock, Series B-R Stock, Series C-R Stock, Series D-R Stock, Series E-R Stock, Series F-R Stock, Series G Stock and Series G’ Stock were entitled to receive upon liquidation equals $2.00 per share, $4.7134 per share, $36.8058 per share, $70.92 per share, $113.2032 per share, $175.20 per share, $103.4274 per share and $103.4274 per share, respectively, plus any declared but unpaid dividends thereon. If, however, as a result of a conversion from redeemable convertible preferred stock to common stock, a holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such series of redeemable convertible preferred stock into shares of common stock, such holder would have been deemed to have converted such holder’s shares of redeemable convertible preferred stock into shares of common stock for the purposes of determining the amount that such holder is entitled to receive upon liquidation and would not have been entitled to any distribution that would have otherwise been made to the holders of redeemable convertible preferred stock detailed above. Dividends No dividends have been declared or paid as of December 31, 2019 . Conversion The holders of our redeemable convertible preferred stock also had the right, at any time, to convert any or all of their shares into such number of shares of common stock as is determined by dividing $1.00 in the case of Series A-R Stock, $2.3567 in the case of the Series B-R Stock, $12.2686 in the case of Series C-R Stock, $23.64 in the case of Series D-R Stock, $37.7344 in the case of Series E-R Stock, $50.0568 in the case of Series F-R Stock, and $34.4758 in the case of Series G Stock and Series G’ Stock by the applicable conversion price. The initial conversion price was $1.00 in the case of Series A-R Stock, $2.3567 in the case of the Series B-R Stock, $2.3567 in the case of Series C-R Stock, $23.64 in the case of Series D-R Stock, $37.7344 in the case of Series E-R Stock, $50.0568 in the case of Series F-R and $34.4758 in the case of Series G Stock and Series G’ Stock. If, at any time following the initial issuance of shares of Series G Stock, we had issued any additional shares of capital stock without consideration or for a consideration per share less than the then-effective conversion price for our redeemable convertible preferred stock, the conversion price for all series of outstanding redeemable convertible preferred stock would have been subject to adjustment. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTS We have granted warrants to purchase shares of our common stock to certain FI partners that include both time-based and performance-based vesting conditions. These warrants are accounted for under ASC Topic 505-50, Equity-Based Payments to Non-Employees . Since the performance conditions contained in these warrants are directly related to revenue-producing activities, we incur non-cash expense in FI Share and other third-party costs on our consolidated statements of operations based on the vesting-date fair value of our common stock underlying these warrants. A summary of common stock warrant activity, exclusive of the common stock warrants issued in connection with our Series G financing is as follows (in thousands, except per share amounts): Shares Weighted-average exercise price per share Warrants Outstanding - December 31, 2016 583 $ 7.52 Granted 17 27.68 Warrants Outstanding - December 31, 2017 600 8.11 Granted (1) 644 23.64 Exercised (349 ) 4.69 Redeemable convertible preferred stock warrants converted to common stock warrants 110 12.16 Forfeited/canceled (138 ) 5.85 Warrants Outstanding - December 31, 2018 867 21.89 Exercised (821 ) 21.89 Forfeited/canceled (34 ) 21.29 Warrants Outstanding - December 31, 2019 12 $ 23.64 (1) Performance-based warrants to purchase 644,365 shares of our Series E Stock, which were converted to common stock warrants, vested upon the completion of our IPO in February 2018. These warrants are not included within this table in periods prior to their vesting. In June 2017, we issued our lender additional warrants to purchase 17,500 shares of common stock at a price of $27.68 per share. During 2017 , warrants to purchase shares of redeemable convertible preferred stock held by parties that did not participate in the Existing Stockholder Note financing were converted to common stock warrants. As a result, fully vested warrants to purchase 12,500 shares of our Series A Stock at an exercise price of $1.00 per share, fully vested warrants to purchase 25,000 shares of our Series B Stock at an exercise price of $2.36 per share and unvested performance-based warrants to purchase 644,365 shares of our Series E Stock at an exercise price of $23.64 per share were converted to common stock warrants. The performance-based warrants to purchase 644,365 shares of our Series E Stock, which were converted to common stock warrants, vested upon the consummation of our IPO in February 2018 as discussed in Note 12—Related Parties . The conversion date fair value of the Series A Stock warrants and Series B Stock warrants, which were converted to common stock warrants, was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital. See Note 11—Fair Value Measurements for more information. All common stock warrants outstanding at December 31, 2019 were net exercised in January 2020. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table summarizes our liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Preferred stock warrants (1) $ — $ — $ 2,285 $ 2,285 Common stock warrants (1) — — 7,945 7,945 Total liabilities $ — $ — $ 10,230 $ 10,230 (1) Warrant liabilities were zero as of December 31, 2018 and 2019 . Instruments Recorded at Fair Value Using Level 3 Inputs Our redeemable convertible preferred stock warrants, common stock warrants issued in connection with the Series G Stock financing and our convertible promissory notes are measured and recorded at fair value on a recurring basis using Level 3 inputs. The table below provides a roll forward of the changes in fair value of Level 3 financial instruments (in thousands): Preferred Common Convertible Balance at December 31, 2016 $ 2,197 $ — $ 72,332 Fair value of convertible promissory notes at issuance — — (44,672 ) Conversion of convertible promissory notes to Series G’ preferred stock — — (24,392 ) Accrued interest on convertible promissory notes — — 1,701 Issuance of common stock warrants — 7,452 — Changes in fair value 88 493 (4,969 ) Balance at December 31, 2017 $ 2,285 $ 7,945 $ — Preferred Common Convertible Balance at December 31, 2017 $ 2,285 $ 7,945 $ — Conversion of convertible promissory notes to common stock (1,736 ) — — Issuance of common stock warrants (549 ) 7,309 — Changes in fair value — (15,254 ) — Balance at December 31, 2018 $ — $ — $ — In valuing our instruments recorded at fair value using Level 3 inputs, our board of directors determined the equity value of our business generally using a combination of the income approach and the market approach valuation methods. The income approach estimates value based on the expectation of future cash flows that a company will generate, such as cash earnings, cost savings, tax deductions and the proceeds from disposition. These future cash flows are discounted to their present values using a discount rate derived based on an analysis of the cost of capital of comparable publicly traded companies in similar lines of business, as of each valuation date, and is adjusted to reflect the risks inherent in our cash flows. The market approach estimates the fair value of a company by applying market multiples of comparable publicly traded companies in a similar line of business. The market multiples are based on relevant metrics implied by the price that investors have paid for the equity of publicly traded companies. Given our significant focus on investing in and growing our business, we primarily utilized the forward-looking revenue multiple when performing valuation assessments under the market approach and considered both trading and transaction multiples. When considering which companies to include as our comparable industry peer companies, we focused on U.S.-based publicly traded companies that were broadly comparable to us based on consideration of industry, market and line of business. From the comparable companies, a representative market value multiple was determined and applied to our operating results to estimate the value of our company. The market value multiple was determined based on consideration of multiples of revenue to each of the comparable companies’ historical and forecasted revenue. In addition, the market approach considers IPO and merger and acquisition transactions involving companies similar to the company’s business being valued. Multiples of revenue are calculated for these transactions and then applied to the business being valued, after reduction by an appropriate discount. Once an equity value was determined, beginning January 1, 2017, we utilized probability-weighted expected return method (“PWERM”) to allocate the overall value of equity to the various share classes. The PWERM relies on a forward-looking analysis to predict the possible future value of a company. Under this method, discrete future outcomes, including an IPO and non-IPO scenarios, are weighted based on the estimated the probability of each scenario. The PWERM is used when discrete future outcomes can be predicted with reasonable certainty based on a probability distribution. We relied on the PWERM to allocate the value of equity under a liquidity scenario. The projected equity value relied upon in the PWERM scenario was based on (i) guideline IPO transactions involving companies that were considered broadly comparable to us and (ii) our expectation of the pre-money valuation that we needed to achieve to consider an IPO as a viable exit strategy. The following table summarizes key assumptions used in the PWERM for estimating the fair value of our redeemable convertible preferred stock warrant liability: Year Ended December 31, 2017 Cost of debt applicable to convertible promissory notes —% Cost of equity applicable to convertible promissory notes —% Weighted-average cost of capital applicable to preferred stock warrants 21% Discount for lack of marketability 7% to 13% Volatility 55% Risk-free interest rate 1.2% to 1.4% Preferred Stock Warrants Upon the consummation of our IPO, all of the outstanding warrants to purchase shares of redeemable convertible preferred stock were automatically converted into warrants to purchase shares of common stock. Refer to Note 9—Redeemable Convertible Preferred Stock for additional information regarding our IPO. A summary of our preferred stock warrants is as follows (in thousands, except per share amounts): December 31, Preferred Series Grant date Expiration date Exercise price 2017 2018 2019 Series B-R 2/26/2010 2/25/2020 $ 2.36 59 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 38 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 13 — — Total preferred stock warrants 110 — — The fair value of the warrants to purchase Series B-R Stock and Series D-R Stock decreased from $26.80 per share and $13.63 per share on December 31, 2017 to $20.18 per share and $10.57 per share on February 8, 2018, respectively, the date at which they converted to warrants to purchase shares of our common stock and were reclassified to additional paid-in capital on our consolidated balance sheet. The decrease in the fair value of the warrants to purchase Series B-R Stock and Series D-R Stock primarily resulted from the timing of future potential liquidity events, changes to our forecasted financial results and changes in the valuation of comparable companies. Common Stock Warrants In June 2017, we issued our lender additional warrants to purchase 17,500 shares of common stock at a price of $27.68 per share. The fair value of the warrants issued in June 2017 were calculated to be $0.3 million . We determined the grant date fair value of these common warrants using the Black-Scholes option pricing model, which is affected by the estimated fair value of our common stock as well as the following significant inputs: Common stock Weighted-average grant date fair value $19.04 Significant inputs: Value of common stock $30.08 Expected term 10 years Volatility 50% Risk-free interest rate 2.2% Dividend yield —% Common Stock Warrants Issued in Connection with the Series G Stock Financing In connection with the Series G Stock financing, we issued warrants to purchase an aggregate number of shares of common stock equal to the product obtained by multiplying 346,334 by a fraction, the numerator of which is the difference between $68.9516 and the volume weighted average closing price of our common stock over the 30 trading days (or such lesser number of days as our common stock has been traded on the Nasdaq Global Market) prior to the date on which such warrants vest and become exercisable and the denominator of which is such volume weighted average closing price, which warrants vested and became exercisable on August 8, 2018, which was 180 days following the date of our IPO, at an exercise price of $0.0004 per share. To determine the fair value of our common stock warrant liability issued in connection with our Series G Stock financing, we utilized a Monte Carlo simulation, which allows for the modeling of complex securities and evaluates many possible outcomes to forecast the stock price of the company post-IPO. As part of the valuation, we considered various scenarios related to the pricing, timing and probability of an IPO. We applied an annual equity volatility of 59% and a discount for lack of marketability of 11% to arrive at a valuation of $7.5 million on the issuance date. Subsequent to our IPO, the fair value of the common stock warrant liability was estimated based on the fair market value of our common stock at each reporting period, discounted from the date of settlement. In August 2018, we issued warrants to purchase 792,434 shares of common stock at an exercise price of $0.0004 per share to the cash investors of our Series G financing, pursuant to our Series G stock purchase agreement. The warrants had a valuation of $15.3 million upon issuance and were subsequently exercised, resulting in the issuance of 792,434 shares of our common stock. As a result of change in fair value of the common stock warrant liability, we recognized non-cash losses of $0.5 million and $7.3 million in 2017 and 2018 , respectively. Convertible Promissory Notes Refer to Note 9—Redeemable Convertible Preferred Stock for additional information of the Series G Stock financing and the transactions that resulted in the conversion of the convertible promissory notes into shares of our Series G’ Stock. The redemption features included in the terms of the convertible promissory notes were determined to be derivative liabilities due to a significant discount within the redemption features for the note holders. Embedded derivatives that are not clearly and closely related to the host contract are required to be bifurcated and recorded at fair value unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as all related gains (losses) on the host contract and derivative will be reflected in the consolidated statements of operations. We elected the fair value option for the Existing Stockholder Notes and Aimia Notes, therefore direct costs and fees associated with the issuance were recognized in earnings as incurred and were not deferred. To determine the fair value of our convertible promissory notes, we utilized key assumptions from the PWERM, as shown above. Under this method, we considered the redemption features of the convertible promissory notes, as described in Note 6—Debt for additional information, to determine the fair value under discrete future outcomes, including IPO and non-IPO scenarios. Under certain non-IPO scenarios, holders of the convertible promissory notes were due to receive two times preference on the outstanding principal amount. We weighted the fair values based on the estimated probability of each scenario to determine the overall fair value of the convertible promissory notes as of the balance sheet date. Performance-based Warrants Issued to FIS In May 2013, we granted 10 -year performance-based warrants to purchase up to 644,365 shares of Series E Stock at an exercise price of $23.64 per share. Since FIS did not participate in the convertible promissory note 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 . We determined the fair value of these common warrants on the date of IPO using the Black-Scholes option pricing model, which is affected by the fair value of our common stock as well as the following significant inputs: February 8, 2018 Weighted-average grant date fair value $3.91 Significant inputs: Value of common stock $13.00 Expected term 5.3 years Volatility 50% Risk-free interest rate 2.0% Dividend yield —% |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Series G / Series G’ In May 2017, we issued and sold, for aggregate consideration of $11.9 million , an aggregate of 346,334 shares of our Series G Stock and warrants to purchase shares of our common stock. In connection with the issuance of our Series G Stock, the principal and accrued interest under convertible promissory notes converted into an aggregate of 1,295,746 shares of our Series G’ redeemable convertible preferred stock and 801,329 shares of our common stock. The following table summarizes the participation in the foregoing transactions by our directors, executive officers and holders of more than 5% of any class of our capital stock as of the date of such transactions (in thousands): Related Party Shares of Series G Preferred Stock Shares of Series G’ Preferred Stock Shares of Common Stock Warrants to Purchase Common Stock Entities affiliated with Aimia, Inc. (1) — 382 801 — Entities affiliated with Polaris Venture Partners (2) 29 212 — 66 Canaan VIII L.P. (3) 54 260 — 123 Entities affiliated with Discovery Capital (4) — 106 — — Scott D. Grimes — 26 — — Lynne M. Laube — 14 — — Entities affiliated with Mark A. Johnson (5) 35 15 — 80 John Klinck 6 — — 13 David Adams 3 — — 7 (1) Consists of 159,207 shares of Series G’ redeemable convertible preferred stock issued to Aeroplan Holdings Europe Sàrl, 223,020 shares of Series G’ redeemable convertible preferred stock issued to Aimia EMEA Limited and 801,329 shares of common stock issued to Aimia EMEA Limited. (2) Consists of 27,988 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners V, L.P. (“PVP V”), 205,020 shares of Series G’ redeemable convertible preferred stock issued to PVP V, 64,038 warrants to purchase common stock issued to PVP V, 545 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Entrepreneurs’ Fund V, L.L. (“PVP EF V”), 3,995 shares of Series G’ redeemable convertible preferred stock issued to PVP EF V, 1,247 warrants to purchase common stock issued to PVP EF V, 191 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Founders’ Fund V, L.P. (“PVP FF V”), 1,404 shares of Series G’ redeemable convertible preferred stock issued to PVP FF V, 438 warrants to purchase common stock issued to PVP FF V, 280 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Special Founders’ Fund V, L.P. (“PVP SFF V”), 2,050 shares of Series G’ redeemable convertible preferred stock issued to PVP SFF V and 641 warrants to purchase common stock issued to PVP SFF V. Polaris Venture Management Co. V, L.L.C. is a general partner of each of PVP V, PVP EF V, PVP FF V and PVP SFF V and may be deemed to have the sole voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V. Bryce Youngren, a member of our board of directors, is a Managing Partner of Polaris Partners and may be deemed to share voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V. (3) John V. Balen, a member of our board of directors, is a managing member of Canaan Partners VIII LLC, the general partner of Canaan VIII L.P. Mr. Balen does not have voting or investment power over any shares held directly by Canaan VIII L.P. (4) Consists of 95,272 shares of Series G’ redeemable convertible preferred stock issued to Discovery Opportunity Master Fund, Ltd. and 11,072 shares of Series G’ redeemable convertible preferred stock issued to Discovery Global Focus Master Fund, Ltd. (5) Consists of 15,045 shares of Series G’ redeemable convertible preferred stock issued to TTP Fund II, L.P., 29,005 shares of Series G redeemable convertible preferred stock purchased by TTV Ivy Holdings, LLC, 66,365 warrants to purchase common stock issued to TTV Ivy Holdings, LLC, 5,801 shares of Series G redeemable convertible preferred stock purchased by Mr. Johnson, and 13,273 warrants to purchase common stock issued to Mr. Johnson. TTV Capital is a provider of management services to TTP GP II, LLC, which is a general partner of TTP Fund II, L.P. TTV Capital is the manager of TTV Ivy Holdings Manager, LLC, which is the general partner of TTV Ivy Holdings, LLC. Mark A. Johnson, a member of our board of directors, is a member of each of TTP GP II, LLC and TTV Ivy Holdings Managers, LLC and holds the title of partner of TTV Capital, and may be deemed to share voting and dispositive power over the shares held by TTP Fund II L.P. and TTV Ivy Holdings, LLC. 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. We are also obligated to make milestone payments to FIS related to the integration and deployment of our solutions. Prior to our IPO, FIS was entitled to elect a member of our board of directors, who was Robert Legters until his resignation immediately prior to our IPO in February 2018. In May 2013, FIS purchased 397,515 shares of our Series E Stock. We also granted 10 -year performance-based warrants to purchase up to 644,365 shares of Series E Stock at an exercise price of $23.64 per share. The warrants were exercisable subject to the attainment of certain milestones related to the number of active accounts for which our solutions have been enabled with accelerated vesting upon an IPO. Since FIS did not participate in the convertible promissory note 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 based on the vesting-date fair value of our common stock underlying these warrants. Since the performance conditions were directly related to revenue-producing activities, we recognized this expense in FI Share and other third-party costs on our consolidated statement of operations. This expense is presented in other non-cash expenses on our consolidated statement of statement of cash flows. Refer to Note 11—Fair Value Measurements for additional information regarding the valuation of the performance-based warrants issued to FIS. In September 2019, FIS exercised all of their warrants to purchase common stock, resulting in cash proceeds of $15.2 million and the issuance of 644,365 shares of our common stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 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 specific 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 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 consolidated statements of operations and is presented in amortization of deferred FI implementation costs on our 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 was partially offset by recoveries through FI Share payment reductions of $4.6 million in 2019. The following table presents changes in deferred FI implementation costs (in thousands): December 31, 2017 2018 2019 Beginning balance $ 8,451 $ 13,625 $ 15,877 Deferred costs 10,900 9,250 — Recoveries through FI Share (4,100 ) (5,380 ) (4,625 ) Amortization (1,626 ) (1,618 ) (2,869 ) Ending balance $ 13,625 $ 15,877 $ 8,383 Payments to FI partners for enhancements not yet placed in service totaled $1.0 million as of December 31, 2019 . Future amortization, based on the amounts earned as of December 31, 2019 , exclusive of amounts expected to be recovered, is as follows (in thousands): Years Ending December 31, Amortization 2020 $ 3,915 2021 3,509 Total $ 7,424 We have a minimum FI Share commitment with a certain FI partner totaling $10.0 million over a 12-month period following the completion of certain milestones, which were not met as of December 31, 2019 . Any expected shortfall will be accrued during the 12-month period following the completion of the milestones. Operating Leases We lease property and equipment under non-cancelable operating lease agreements expiring on various dates through April 2026. For leases that contain rent escalation or rent concession provisions, we record the total rent expense during the lease term on a straight-line basis over the term of the lease. On our consolidated balance sheets, the current portion of deferred rent is included in accrued liabilities and the long-term portion is included within deferred liabilities. Rent expense during 2017 , 2018 and 2019 totaled $3.0 million , $3.0 million and $3.0 million , respectively. In August 2013, we entered into a lease of 130 months for our new corporate headquarters in Atlanta, Georgia. The facility was delivered to us in July 2014 and provides 76,880 square feet of office space. The lease contains a $3.8 million tenant improvement allowance that is included in deferred rent and amortized as a reduction to rent expense over the lease term. Minimum lease payments under the agreement total $16.0 million . The lease is secured by an irrevocable letter of credit issued by our lender, which totaled $0.5 million as of December 31, 2019. In May 2019, we entered into a lease of 36 months for an office in Victoria, London to provide 5,000 square feet of office space. Minimum lease payments under the agreement total £3.8 million . As of December 31, 2019 , future minimum lease payments under non-cancellable operating leases are as follows (in thousands): Years Ending December 31, Minimum Lease Payments 2020 $ 3,040 2021 2,759 2022 2,808 2023 1,847 2024 1,807 Thereafter 611 Total $ 12,872 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 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 2017 , 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): December 31, 2017 2018 2019 Redeemable convertible preferred stock 10,644 — — Common stock options 2,514 1,774 1,000 Common stock warrants 1,245 867 12 Common stock warrants issuable pursuant to Series G Stock financing 547 — — Redeemable convertible preferred stock warrants 110 — — Restricted stock units — 381 1,741 Restricted securities units 37 — — Common stock issuable pursuant to the ESPP — 36 7 |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS As of December 31, 2019 , we have three operating segments: Cardlytics Direct in the U.S. and U.K. and Other Platform Solutions, as determined by the information that both our Chief Executive Officer and 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. 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 substantial majority of our efforts and resources to support the growth of Cardlytics Direct. As a result, we no longer generate revenue from Other Platform Solutions and do not expect to generate revenue from Other Platform Solutions for the foreseeable future. Revenue can be directly attributable to each segment. With the exception of a non-cash equity expense and the amortization of deferred FI implementation costs, FI Share is also 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): Year Ended December 31, 2017 2018 2019 Cardlytics Direct: Adjusted contribution (2) $ 55,184 $ 69,364 $ 95,219 Plus: FI Share and other third-party costs (1)(2) 67,207 79,959 115,211 Revenue $ 122,391 $ 149,323 $ 210,430 Other Platform Solutions: Adjusted contribution (2) $ 3,560 $ 86 $ — Plus: FI Share and other third-party costs (1)(2) 4,414 1,275 — Revenue $ 7,974 $ 1,361 $ — Total: Adjusted contribution (2) $ 58,744 $ 69,450 $ 95,219 Plus: FI Share and other third-party costs (1)(2) 71,621 81,234 115,211 Revenue $ 130,365 $ 150,684 $ 210,430 (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 adjusted contribution. (2) Adjusted contribution and FI Share and other third-party costs include the impact of a $0.8 million gain during 2018 related to the renewal of our agreement with an FI partner, which contains certain amendments that are retroactively applied as of January 1, 2018. Adjusted Contribution Adjusted contribution measures the degree by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our FI partners. Adjusted contribution demonstrates how incremental marketing spend on our platform generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our FI Share and other third-party costs exclusive of a non-cash equity expense and amortization of deferred FI implementation costs, which are non-cash costs. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. We have recast all historical disclosures of adjusted contribution for the periods presented. The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to adjusted contribution (in thousands): Year Ended December 31, 2017 2018 2019 Adjusted contribution (1)(2) $ 58,744 $ 69,450 $ 95,219 Minus: Non-cash equity expense included in FI Share (1) — 2,519 — Amortization of deferred FI implementation costs (1) 1,626 1,618 2,869 Delivery costs 7,012 10,632 12,893 Sales and marketing expense 31,927 41,878 43,828 Research and development expense 12,150 16,210 11,699 General and administration expense 20,100 34,228 36,720 Depreciation and amortization expense 3,028 3,282 4,535 Total non-operating expense (income) 2,542 12,125 (181 ) Loss before income taxes $ (19,641 ) $ (53,042 ) $ (17,144 ) (1) Non-cash equity expense included in FI Share and amortization of deferred FI implementation costs are excluded from FI Share and other third-party costs, which is shown above in our reconciliation of GAAP revenue to non-GAAP adjusted contribution. (2) Adjusted contribution includes the impact of a $0.8 million gain during 2018 related to the renewal of our agreement with an FI partner, which contains certain amendments that are retroactively applied as of January 1, 2018. The following tables provide geographical information (in thousands): Year Ended December 31, 2017 2018 2019 Revenue: United States $ 113,509 $ 131,563 $ 186,864 United Kingdom 16,856 19,121 23,566 Total $ 130,365 $ 150,684 $ 210,430 December 31, 2018 2019 Property and equipment: United States $ 9,794 $ 12,052 United Kingdom 436 2,010 India — 228 Total $ 10,230 $ 14,290 Capital expenditures within the United Kingdom were less than $0.1 million and $2.0 million during 2018 and 2019 , respectively. Concentrations of Risk Customers 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. No marketer represented a significant concentration of our accounts receivable as of December 31, 2018 . One marketer represented 10% of our accounts receivable as of December 31, 2019 . During 2019 , one marketer accounted for 11% of our revenue. No marketer accounted for over 10% of revenue during 2017 or 2018 . FI Partners 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 five 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 digital banking customers. During 2017 , 2018 and 2019 , Bank of America, National Association accounted for 63% , 64% and 36% of the total FI Share we paid to our FI partners, respectively. During 2018 and 2019 , JPMorgan Chase Bank, National Association accounted for 6% and 42% of the total FI Share we paid to our FI partners, respectively. During 2017 , an FI partner in the U.K. accounted for 12% of the total FI Share we paid to our FI partners. No other FI partners accounted for over 10% of FI Share during 2017 , 2018 or 2019 . |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, income tax valuation allowance, contingencies and changes in fair value of our convertible promissory notes, preferred stock warrants and common stock warrants. 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. |
Foreign Currency | Foreign Currency The functional currency of our foreign wholly-owned subsidiaries is the local currency. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and income and expense amounts are translated at average currency exchange rates in effect for the period. The effect of these translation adjustments is reported in a separate component of stockholders’ deficit titled accumulated other comprehensive income. |
Revenue | . 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 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 FIs' customers. Cardlytics Direct fees represent variable consideration that is resolved 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 FIs' customers during that period. |
Consumer Incentives | . Consumer Incentives We report our revenue on our 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. During 2017 , 2018 and 2019 , Consumer Incentives totaled $61.2 million , $68.3 million and $105.6 million , respectively. |
FI Share and Other Third-Party Costs | FI Share and Other Third-Party Costs With respect to Cardlytics Direct, we generally pay our FI partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to the FIs’ customers and certain third-party data costs ("FI Share"). FI Share and other third-party costs consist primarily of the FI Share that we pay our FI partners, media and data costs, and the amortization of implementation costs incurred pursuant to our agreements with certain FI partners, any incremental costs due to FIs as part of FI Share commitments, as well as a non-cash expense related to the vesting of warrants issued to an FI partner that accelerated upon the consummation of our IPO. To the extent that we use a specific FI customer’s anonymized purchase data in the delivery of our solutions, we pay the applicable FI partner an FI Share calculated based on the relative contribution of the data provided by the FI partner to the overall delivery of the services. Delivery Costs Delivery costs consist primarily of personnel-related costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses and payroll taxes, as well as stock-based compensation expense. Delivery costs also include hosting facility costs, internally developed and purchased or licensed software costs, outsourcing costs and professional services costs. Accounts Receivable Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts, determined based on the probability of future collection. When we become aware of circumstances that may decrease the likelihood of collection, we record a specific allowance against amounts due, which reduces the receivable to the amount that we believe will be collected. For all other accounts receivable, we determine the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. The following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ 653 $ 105 $ 169 Bad debt expense 73 130 1,201 Write-offs, net of recoveries (621 ) (66 ) (1,115 ) Ending balance $ 105 $ 169 $ 255 Unbilled receivables were $0.1 million , $0.4 million and $0.6 million as of December 31, 2017 , 2018 and 2019 , respectively. An unbilled receivable represents revenue earned and recognized from customer activity that was not billed prior to the end of the reporting period. Unbilled receivables are included in accounts receivable, net on our consolidated balance sheets. |
Concentration of Risk | . |
Cash, Cash Equivalents and Restricted Cash | . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred, while betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts and any resulting gain or loss is recognized. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows: Computer equipment: 2–3 years Furniture and fixtures: 5 years Leasehold improvements: Lesser of estimated useful life or life of the lease |
Intangible assets | Intangible Assets Intangible assets are recorded at cost and consist of costs incurred for software patent applications. As of December 31, 2019 , we had four issued patents and are pursuing ten additional patents relating to our software. We received approval for three patents in 2013 and one patent in 2018 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents. If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately. Deferred patent costs related to patents for which we have not yet obtained approval totaled $0.2 million and $0.3 million as of December 31, 2018 and 2019 , respectively. Based on deferred patent costs as of December 31, 2019 , the related amortization expense will be less than $0.1 million in each of the next five years. Intangible assets are as follows (in thousands): |
Internal Use Software | Internal-Use Software Development Costs Capitalized software development costs consist of costs incurred in the development of internal-use software, primarily associated with the development and enhancement of our offer management system and offer placement system. We capitalize the costs of software developed or obtained for internal use in accordance with ASC Topic 350-40, Internal Use Software . We begin to capitalize our costs upon completion of the preliminary project stage. We consider the preliminary project stage to be complete and the application development stage to have begun when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred in the preliminary project stage and post-implementation operation stages are expensed as incurred and recorded in research and development expense on our consolidated statements of operations. |
Impairment of long-lived assets | |
Debt Issuance Costs | Debt Issuance Costs Costs incurred to obtain loans, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the applicable loans’ life using the effective interest method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our consolidated balance sheets and amortized ratably over the term of the arrangement. Costs incurred to obtain loans for which we have elected the fair value option are expensed upon the issuance of the loan and recorded within general and administrative expense on our consolidated statements of operations. As described in Note 6—Debt , we entered into a 2018 Loan Facility in 2018 and deferred $0.1 million of debt issuance costs associated with obtaining the 2018 Loan Facility and deferred $0.1 million of unamortized debt issuance costs attributed to our 2016 Line of Credit and 2016 Term Loan. We recognized a $0.9 million loss on extinguishment of debt related to the unamortized discount and unamortized debt issuance costs associated with our 2016 Term Loan and 2016 Line of Credit. This expense is included within other income (expense), net on our consolidated statements of operations and is presented in other non-cash expenses on our consolidated statement of statement of cash flows. Amortization of debt issuance costs included in interest expense, net totaled $0.6 million , $0.3 million and $0.1 million in 2017 , 2018 and 2019 , respectively. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of incremental costs directly attributable to equity offerings. Deferred offering costs are included in other long-term assets on our consolidated balance sheets. Upon completion of an offering, these amounts are offset against the proceeds of the offering. |
Reduction In Force | Year Ended December 31, 2017 2018 2019 Beginning balance $ — $ 3,144 $ — Deferred costs 3,144 1,135 196 Recognized against offering proceeds — (4,279 ) (196 ) Ending balance $ 3,144 $ — $ — |
Advertising | Advertising We expense advertising costs as incurred. These costs are included in sales and marketing expense on our consolidated statements of operations. Advertising costs include direct marketing costs such as print advertisements, market research, direct mail, public relations and trade show expenses and totaled $0.7 million , $0.9 million and $1.4 million in 2017 , 2018 and 2019 , respectively. |
Research and Development Costs | . |
Stock-Based Compensation | Stock-Based Compensation |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant Liability Warrants to purchase shares of our redeemable convertible preferred stock are accounted for as derivative liabilities in accordance with ASC Topic 815, Derivatives and Hedging due to the terms of the warrants and related agreements. We have determined that these warrants do not meet the scope exception of a contract indexed to our stock because of fair value protections contained in agreements governing our redeemable convertible preferred stock as described in Note 9—Redeemable Convertible Preferred Stock |
Common Stock Warrant Liability | Common Stock Warrant Liability In connection with the Series G Stock financing, we issued warrants to purchase shares of our common stock that are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities From Equity |
Fair Value of Financial Instruments | Fair Value of Financial Instruments When required by GAAP, assets and liabilities are reported at fair value on our consolidated financial statements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. Our nonfinancial assets that we recognize or disclose at fair value on our consolidated financial statements on a nonrecurring basis include property and equipment, intangible assets, capitalized software development costs and deferred FI implementation costs. The fair values for these assets are evaluated when events or changes in circumstances indicate the carrying value may not be recoverable. Convertible Promissory Notes The redemption features included in the terms of the convertible promissory notes were determined to be derivative liabilities as a result of a significant discount within the redemption features for the note holders. Embedded derivatives that are not clearly and closely related to the host contract are required to be bifurcated and recorded at fair value unless the fair value option is elected on the host contract. Under the fair value option, bifurcation of the embedded derivative is not necessary as all related gains or losses on the host contract and derivative will be reflected on the consolidated statements of operations. We elected the fair value option for the convertible promissory notes upon their issuance. The convertible promissory notes are measured at fair value using unobservable inputs that required a high level of judgment, and are therefore classified as Level 3. In May 2017, we issued and sold shares of Series G redeemable convertible preferred stock, which resulted in the conversion of the convertible promissory notes into either shares of our common stock or shares of our Series G’ Stock. Refer to Note 11—Fair Value Measurements for additional information regarding the valuation of the convertible promissory notes. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Valuation allowances are provided when we determine that it is more likely than not that all of, or a portion of, deferred tax assets will not be utilized in the future. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. Estimates of future taxable income are based on assumptions that are consistent with our plans. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual amounts differ from our estimates, the amount of our tax expense and liabilities could be materially impacted. We have recorded a full valuation allowance related to our net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities. Where applicable, we classify associated interest and penalties as income tax expense. The total amounts of interest and penalties were not material. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (“IRC”). Changes include, but are not limited to, a corporate tax rate decrease to 21% effective for tax years beginning after December 31, 2017. This change in tax rate resulted in a reduction in our net U.S. deferred tax assets, which was fully offset by a reduction in our valuation allowance. The other provisions of the Tax Act, including the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, did not have a material impact on our financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of allowance for doubtful accounts | The following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ 653 $ 105 $ 169 Bad debt expense 73 130 1,201 Write-offs, net of recoveries (621 ) (66 ) (1,115 ) Ending balance $ 105 $ 169 $ 255 |
Schedule of cash and cash equivalents | . |
Schedule of restricted cash | . |
Schedule of property and equipment, useful life | Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows: Computer equipment: 2–3 years Furniture and fixtures: 5 years Leasehold improvements: Lesser of estimated useful life or life of the lease Significant components of property and equipment are as follows (in thousands): December 31, 2018 2019 Computer equipment $ 16,284 $ 21,269 Leasehold improvements 5,573 6,960 Furniture and fixtures 913 1,557 Construction in progress 65 1,125 Property and equipment, gross 22,835 30,911 Less accumulated depreciation (12,605 ) (16,621 ) Property and equipment, net $ 10,230 $ 14,290 |
Schedule of indefinite-lived intangible assets | Capitalized software development costs are as follows (in thousands): December 31, 2018 2019 Capitalized software development costs, gross $ 2,826 $ 5,537 Less accumulated amortization (1,201 ) (1,722 ) Capitalized software development costs, net $ 1,625 $ 3,815 December 31, 2018 2019 Deferred patent costs, gross $ 417 $ 448 Less accumulated amortization (47 ) (59 ) Deferred patent costs, net $ 370 $ 389 |
Schedule of debt issuance costs | Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands): December 31, 2018 2019 Debt issuance costs, gross $ 334 $ 388 Less accumulated amortization (234 ) (271 ) Debt issuance costs, net $ 100 $ 117 Deferred debt issuance costs related to our term loans included in debt are as follows (in thousands): December 31, 2018 2019 Debt issuance costs, gross $ 30 $ — Less accumulated amortization (10 ) — Debt issuance costs, net $ 20 $ — |
Schedule of future amortization of debt issuance costs | Future amortization of debt issuance costs is as follows (in thousands): Years Ending December 31, Amortization 2020 $ 87 2021 30 Total $ 117 |
Schedule of deferred costs | Year Ended December 31, 2017 2018 2019 Beginning balance $ — $ 3,144 $ — Deferred costs 3,144 1,135 196 Recognized against offering proceeds — (4,279 ) (196 ) Ending balance $ 3,144 $ — $ — |
Schedule of restructuring costs | Year Ended December 31, 2017 2018 2019 Beginning balance $ — $ 3,144 $ — Deferred costs 3,144 1,135 196 Recognized against offering proceeds — (4,279 ) (196 ) Ending balance $ 3,144 $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows: Computer equipment: 2–3 years Furniture and fixtures: 5 years Leasehold improvements: Lesser of estimated useful life or life of the lease Significant components of property and equipment are as follows (in thousands): December 31, 2018 2019 Computer equipment $ 16,284 $ 21,269 Leasehold improvements 5,573 6,960 Furniture and fixtures 913 1,557 Construction in progress 65 1,125 Property and equipment, gross 22,835 30,911 Less accumulated depreciation (12,605 ) (16,621 ) Property and equipment, net $ 10,230 $ 14,290 |
Schedule of capital leased assets | Assets acquired under capital leases, included within computer equipment, are as follows (in thousands): December 31, 2018 2019 Capital lease assets, gross $ 1,096 $ 1,096 Less accumulated depreciation (1,047 ) (1,067 ) Capital lease assets, net $ 49 $ 29 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Our debt consists of the following (in thousands): December 31, 2018 2019 Lines of credit $ 26,677 $ — Term loans 19,980 — Capital leases 57 37 Total debt 46,714 37 Less current portion of long-term debt (21 ) (24 ) Long-term debt, net of current portion $ 46,693 $ 13 |
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, Capital leases 2020 $ 24 2021 13 Total debt $ 37 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Allocation of recognized period costs | The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands): Year Ended December 31, 2017 2018 2019 Delivery costs $ 202 $ 633 $ 711 Sales and marketing expense 1,894 9,358 4,248 Research and development expense 951 4,087 1,619 General and administration expense 2,100 12,712 9,273 Total stock-based compensation expense $ 5,147 $ 26,790 $ 15,851 |
Summary of common stock option activity | Common Stock Options The term of each option to purchase shares of our common stock pursuant to the Stock Plan is set by our board of directors or a committee thereof. Option awards are generally granted with an exercise price not less than the fair value per share of our common stock at the grant date. Option awards 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 Per Share Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding - December 31, 2018 1,774 $ 20.55 Granted 39 20.64 Exercised (716 ) 16.84 21,399 Forfeited (31 ) 23.95 Cancelled (66 ) 22.37 Outstanding - December 31, 2019 1,000 $ 22.99 6.51 $ 39,894 Exercisable - December 31, 2019 757 $ 22.45 6.29 $ 30,586 (1) The aggregate intrinsic value represents the total pre-tax intrinsic value based on the $62.86 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2019 that would have been received by option holders had all in-the-money options been exercised on that date. |
Summary of RSU activity | A summary of RSU activity, inclusive of performance-based RSUs, is as follows (in thousands, except per share amounts): Shares Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in years) Unamortized Compensation Costs Unvested - December 31, 2017 — $ — Granted 1,309 20.58 Vested (850 ) 21.93 Forfeited/canceled (78 ) 17.97 Unvested - December 31, 2018 381 $ 18.11 Granted 1,978 17.78 Vested (486 ) 14.97 Forfeited (132 ) 18.92 Unvested - December 31,2019 1,741 $ 18.55 Expected to Vest 1,428 $ 19.22 3.09 $ 20,389 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign components of income (loss) before income taxes | Domestic and foreign components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2017 2018 2019 Domestic $ (16,711 ) $ (48,897 ) $ (13,464 ) Foreign (2,930 ) (4,145 ) (3,680 ) Loss before income taxes $ (19,641 ) $ (53,042 ) $ (17,144 ) |
Schedule of components of income tax (expense) benefit | The significant components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2017 2018 2019 Current: Federal $ — $ — $ — State — — — Foreign (1) — — — Total current — — — Deferred: Federal (28,331 ) 6,896 1,326 State 2,345 1,264 622 Foreign 85 916 222 Change in uncertain tax positions (120 ) (105 ) 598 Change in valuation allowance 26,021 (8,971 ) (2,768 ) Total deferred — — — Income tax benefit $ — $ — $ — |
Schedule of effective tax rate | The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate: Year Ended December 31, 2017 2018 2019 Tax benefit at federal statutory rate 34.00 % 21.00 % 21.00 % State income taxes, net of federal benefit 1.82 % 1.91 % — % Change in federal and state statutory rate (156.32 )% 0.03 % 0.34 % Foreign rate differential (1.04 )% (0.06 )% (0.20 )% Other adjustments (10.93 )% (5.97 )% (5.18 )% Valuation allowance 132.47 % (16.91 )% (16.18 )% Income tax benefit — % — % (0.22 )% |
Schedule of deferred income taxes | The significant components of deferred income taxes are as follows (in thousands): December 31, 2018 2019 Net operating loss carry-forwards $ 60,718 $ 64,348 Allowance for doubtful accounts 26 28 Depreciation and amortization (856 ) (1,321 ) Stock-based compensation 1,968 2,727 Deferred costs 1,334 2,275 IRC Section 163(j) interest expense limitation 737 436 Other tax credit carry-forward 3,071 1,419 Other temporary differences 465 319 Valuation allowance (67,463 ) (70,231 ) Net long-term deferred tax liability $ — $ — |
Summary of changes in valuation allowance | The following table presents changes in our valuation allowance (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ (84,483 ) $ (58,649 ) $ (67,463 ) Allowance for domestic and foreign net operating loss carry-forwards (6,509 ) (9,863 ) (3,598 ) Rate change on domestic net operating loss carry-forwards 30,705 (17 ) (32 ) Change in foreign currency (187 ) 157 — Other changes 1,825 909 862 Ending balance $ (58,649 ) $ (67,463 ) $ (70,231 ) |
Schedule of unrecognized tax benefits activity | The following table summarizes the activity related to our gross unrecognized tax benefits that would affect our effective tax rate, if recognized (in thousands): Year Ended December 31, 2017 2018 2019 Beginning balance $ 558 $ 678 $ 783 Increase related to current year tax position 120 105 (598 ) Ending balance $ 678 $ 783 $ 185 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Summary of the change in carrying amount of the outstanding redeemable convertible preferred stock | A summary of the change in carrying amount of the outstanding redeemable convertible preferred stock is as follows (in thousands): Series G’ Stock Series G Stock Shares Amount Shares Amount Balance — December 31, 2017 1,296 $ 44,672 346 $ 5,110 Conversion of preferred stock to common stock (1,296 ) (44,672 ) (346 ) (5,218 ) Accretion of redeemable convertible preferred stock — — — 108 Balance — December 31, 2018 — — — — Series F/F-R Stock Series E/E-R Stock Series D/D-R Stock Shares Amount Shares Amount Shares Amount Balance — December 31, 2016 1,199 $ 57,958 795 $ 29,963 1,396 $ 32,642 Accretion of redeemable convertible preferred stock — 491 — 9 — 86 Balance — December 31, 2017 1,199 $ 58,449 795 $ 29,972 1,396 $ 32,728 Accretion of redeemable convertible preferred stock — 38 — 1 — 7 Conversion of preferred stock to common stock (1,199 ) (58,487 ) (795 ) (29,973 ) (1,396 ) (32,735 ) Balance — December 31, 2018 — $ — — $ — — $ — Series C/C-R Stock Series B/B-R Stock Series A/A-R Stock Shares Amount Shares Amount Shares Amount Balance — December 31, 2016 1,508 $ 18,323 2,247 $ 5,286 1,857 $ 1,850 Accretion of redeemable convertible preferred stock — 43 — 2 — 2 Balance — December 31, 2017 1,508 $ 18,366 2,247 $ 5,288 1,857 $ 1,852 Accretion of redeemable convertible preferred stock — 3 — — — — Conversion of preferred stock to common stock (1,508 ) (18,369 ) (2,247 ) (5,288 ) (1,857 ) (1,852 ) Balance — December 31, 2018 — $ — — $ — — $ — |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Summary of common stock warrant activity | A summary of common stock warrant activity, exclusive of the common stock warrants issued in connection with our Series G financing is as follows (in thousands, except per share amounts): Shares Weighted-average exercise price per share Warrants Outstanding - December 31, 2016 583 $ 7.52 Granted 17 27.68 Warrants Outstanding - December 31, 2017 600 8.11 Granted (1) 644 23.64 Exercised (349 ) 4.69 Redeemable convertible preferred stock warrants converted to common stock warrants 110 12.16 Forfeited/canceled (138 ) 5.85 Warrants Outstanding - December 31, 2018 867 21.89 Exercised (821 ) 21.89 Forfeited/canceled (34 ) 21.29 Warrants Outstanding - December 31, 2019 12 $ 23.64 (1) Performance-based warrants to purchase 644,365 shares of our Series E Stock, which were converted to common stock warrants, vested upon the completion of our IPO in February 2018. These warrants are not included within this table in periods prior to their vesting. A summary of our preferred stock warrants is as follows (in thousands, except per share amounts): December 31, Preferred Series Grant date Expiration date Exercise price 2017 2018 2019 Series B-R 2/26/2010 2/25/2020 $ 2.36 59 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 38 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 13 — — Total preferred stock warrants 110 — — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table summarizes our liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Preferred stock warrants (1) $ — $ — $ 2,285 $ 2,285 Common stock warrants (1) — — 7,945 7,945 Total liabilities $ — $ — $ 10,230 $ 10,230 (1) Warrant liabilities were zero as of December 31, 2018 and 2019 . |
Schedule of reconciliation of the redeemable convertible preferred stock warrant liability | Our redeemable convertible preferred stock warrants, common stock warrants issued in connection with the Series G Stock financing and our convertible promissory notes are measured and recorded at fair value on a recurring basis using Level 3 inputs. The table below provides a roll forward of the changes in fair value of Level 3 financial instruments (in thousands): Preferred Common Convertible Balance at December 31, 2016 $ 2,197 $ — $ 72,332 Fair value of convertible promissory notes at issuance — — (44,672 ) Conversion of convertible promissory notes to Series G’ preferred stock — — (24,392 ) Accrued interest on convertible promissory notes — — 1,701 Issuance of common stock warrants — 7,452 — Changes in fair value 88 493 (4,969 ) Balance at December 31, 2017 $ 2,285 $ 7,945 $ — Preferred Common Convertible Balance at December 31, 2017 $ 2,285 $ 7,945 $ — Conversion of convertible promissory notes to common stock (1,736 ) — — Issuance of common stock warrants (549 ) 7,309 — Changes in fair value — (15,254 ) — Balance at December 31, 2018 $ — $ — $ — |
Fair value inputs | The following table summarizes key assumptions used in the PWERM for estimating the fair value of our redeemable convertible preferred stock warrant liability: Year Ended December 31, 2017 Cost of debt applicable to convertible promissory notes —% Cost of equity applicable to convertible promissory notes —% Weighted-average cost of capital applicable to preferred stock warrants 21% Discount for lack of marketability 7% to 13% Volatility 55% Risk-free interest rate 1.2% to 1.4% Common stock Weighted-average grant date fair value $19.04 Significant inputs: Value of common stock $30.08 Expected term 10 years Volatility 50% Risk-free interest rate 2.2% Dividend yield —% February 8, 2018 Weighted-average grant date fair value $3.91 Significant inputs: Value of common stock $13.00 Expected term 5.3 years Volatility 50% Risk-free interest rate 2.0% Dividend yield —% |
Summary of our preferred stock warrants | A summary of common stock warrant activity, exclusive of the common stock warrants issued in connection with our Series G financing is as follows (in thousands, except per share amounts): Shares Weighted-average exercise price per share Warrants Outstanding - December 31, 2016 583 $ 7.52 Granted 17 27.68 Warrants Outstanding - December 31, 2017 600 8.11 Granted (1) 644 23.64 Exercised (349 ) 4.69 Redeemable convertible preferred stock warrants converted to common stock warrants 110 12.16 Forfeited/canceled (138 ) 5.85 Warrants Outstanding - December 31, 2018 867 21.89 Exercised (821 ) 21.89 Forfeited/canceled (34 ) 21.29 Warrants Outstanding - December 31, 2019 12 $ 23.64 (1) Performance-based warrants to purchase 644,365 shares of our Series E Stock, which were converted to common stock warrants, vested upon the completion of our IPO in February 2018. These warrants are not included within this table in periods prior to their vesting. A summary of our preferred stock warrants is as follows (in thousands, except per share amounts): December 31, Preferred Series Grant date Expiration date Exercise price 2017 2018 2019 Series B-R 2/26/2010 2/25/2020 $ 2.36 59 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 38 — — Series D-R 9/21/2012 9/20/2022 $ 23.64 13 — — Total preferred stock warrants 110 — — |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transactions | The following table summarizes the participation in the foregoing transactions by our directors, executive officers and holders of more than 5% of any class of our capital stock as of the date of such transactions (in thousands): Related Party Shares of Series G Preferred Stock Shares of Series G’ Preferred Stock Shares of Common Stock Warrants to Purchase Common Stock Entities affiliated with Aimia, Inc. (1) — 382 801 — Entities affiliated with Polaris Venture Partners (2) 29 212 — 66 Canaan VIII L.P. (3) 54 260 — 123 Entities affiliated with Discovery Capital (4) — 106 — — Scott D. Grimes — 26 — — Lynne M. Laube — 14 — — Entities affiliated with Mark A. Johnson (5) 35 15 — 80 John Klinck 6 — — 13 David Adams 3 — — 7 (1) Consists of 159,207 shares of Series G’ redeemable convertible preferred stock issued to Aeroplan Holdings Europe Sàrl, 223,020 shares of Series G’ redeemable convertible preferred stock issued to Aimia EMEA Limited and 801,329 shares of common stock issued to Aimia EMEA Limited. (2) Consists of 27,988 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners V, L.P. (“PVP V”), 205,020 shares of Series G’ redeemable convertible preferred stock issued to PVP V, 64,038 warrants to purchase common stock issued to PVP V, 545 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Entrepreneurs’ Fund V, L.L. (“PVP EF V”), 3,995 shares of Series G’ redeemable convertible preferred stock issued to PVP EF V, 1,247 warrants to purchase common stock issued to PVP EF V, 191 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Founders’ Fund V, L.P. (“PVP FF V”), 1,404 shares of Series G’ redeemable convertible preferred stock issued to PVP FF V, 438 warrants to purchase common stock issued to PVP FF V, 280 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Special Founders’ Fund V, L.P. (“PVP SFF V”), 2,050 shares of Series G’ redeemable convertible preferred stock issued to PVP SFF V and 641 warrants to purchase common stock issued to PVP SFF V. Polaris Venture Management Co. V, L.L.C. is a general partner of each of PVP V, PVP EF V, PVP FF V and PVP SFF V and may be deemed to have the sole voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V. Bryce Youngren, a member of our board of directors, is a Managing Partner of Polaris Partners and may be deemed to share voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V. (3) John V. Balen, a member of our board of directors, is a managing member of Canaan Partners VIII LLC, the general partner of Canaan VIII L.P. Mr. Balen does not have voting or investment power over any shares held directly by Canaan VIII L.P. (4) Consists of 95,272 shares of Series G’ redeemable convertible preferred stock issued to Discovery Opportunity Master Fund, Ltd. and 11,072 shares of Series G’ redeemable convertible preferred stock issued to Discovery Global Focus Master Fund, Ltd. (5) Consists of 15,045 shares of Series G’ redeemable convertible preferred stock issued to TTP Fund II, L.P., 29,005 shares of Series G redeemable convertible preferred stock purchased by TTV Ivy Holdings, LLC, 66,365 warrants to purchase common stock issued to TTV Ivy Holdings, LLC, 5,801 shares of Series G redeemable convertible preferred stock purchased by Mr. Johnson, and 13,273 warrants to purchase common stock issued to Mr. Johnson. TTV Capital is a provider of management services to TTP GP II, LLC, which is a general partner of TTP Fund II, L.P. TTV Capital is the manager of TTV Ivy Holdings Manager, LLC, which is the general partner of TTV Ivy Holdings, LLC. Mark A. Johnson, a member of our board of directors, is a member of each of TTP GP II, LLC and TTV Ivy Holdings Managers, LLC and holds the title of partner of TTV Capital, and may be deemed to share voting and dispositive power over the shares held by TTP Fund II L.P. and TTV Ivy Holdings, LLC. | S |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred FI implementation costs | The following table presents changes in deferred FI implementation costs (in thousands): December 31, 2017 2018 2019 Beginning balance $ 8,451 $ 13,625 $ 15,877 Deferred costs 10,900 9,250 — Recoveries through FI Share (4,100 ) (5,380 ) (4,625 ) Amortization (1,626 ) (1,618 ) (2,869 ) Ending balance $ 13,625 $ 15,877 $ 8,383 |
Schedule of Payments to FI Partners | Payments to FI partners for enhancements not yet placed in service totaled $1.0 million as of December 31, 2019 . Future amortization, based on the amounts earned as of December 31, 2019 , exclusive of amounts expected to be recovered, is as follows (in thousands): Years Ending December 31, Amortization 2020 $ 3,915 2021 3,509 Total $ 7,424 |
Future Operating Lease Payments | As of December 31, 2019 , future minimum lease payments under non-cancellable operating leases are as follows (in thousands): Years Ending December 31, Minimum Lease Payments 2020 $ 3,040 2021 2,759 2022 2,808 2023 1,847 2024 1,807 Thereafter 611 Total $ 12,872 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 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): December 31, 2017 2018 2019 Redeemable convertible preferred stock 10,644 — — Common stock options 2,514 1,774 1,000 Common stock warrants 1,245 867 12 Common stock warrants issuable pursuant to Series G Stock financing 547 — — Redeemable convertible preferred stock warrants 110 — — Restricted stock units — 381 1,741 Restricted securities units 37 — — Common stock issuable pursuant to the ESPP — 36 7 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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): Year Ended December 31, 2017 2018 2019 Adjusted contribution (1)(2) $ 58,744 $ 69,450 $ 95,219 Minus: Non-cash equity expense included in FI Share (1) — 2,519 — Amortization of deferred FI implementation costs (1) 1,626 1,618 2,869 Delivery costs 7,012 10,632 12,893 Sales and marketing expense 31,927 41,878 43,828 Research and development expense 12,150 16,210 11,699 General and administration expense 20,100 34,228 36,720 Depreciation and amortization expense 3,028 3,282 4,535 Total non-operating expense (income) 2,542 12,125 (181 ) Loss before income taxes $ (19,641 ) $ (53,042 ) $ (17,144 ) (1) Non-cash equity expense included in FI Share and amortization of deferred FI implementation costs are excluded from 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 information regarding our reportable segments (in thousands): Year Ended December 31, 2017 2018 2019 Cardlytics Direct: Adjusted contribution (2) $ 55,184 $ 69,364 $ 95,219 Plus: FI Share and other third-party costs (1)(2) 67,207 79,959 115,211 Revenue $ 122,391 $ 149,323 $ 210,430 Other Platform Solutions: Adjusted contribution (2) $ 3,560 $ 86 $ — Plus: FI Share and other third-party costs (1)(2) 4,414 1,275 — Revenue $ 7,974 $ 1,361 $ — Total: Adjusted contribution (2) $ 58,744 $ 69,450 $ 95,219 Plus: FI Share and other third-party costs (1)(2) 71,621 81,234 115,211 Revenue $ 130,365 $ 150,684 $ 210,430 (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 adjusted contribution. |
Schedule of revenue by geographic areas | The following tables provide geographical information (in thousands): Year Ended December 31, 2017 2018 2019 Revenue: United States $ 113,509 $ 131,563 $ 186,864 United Kingdom 16,856 19,121 23,566 Total $ 130,365 $ 150,684 $ 210,430 December 31, 2018 2019 Property and equipment: United States $ 9,794 $ 12,052 United Kingdom 436 2,010 India — 228 Total $ 10,230 $ 14,290 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table summarizes revenue by pricing model (in thousands): Year Ended December 31, 2017 2018 2019 Cost per Served Sale $ 81,830 $ 101,087 $ 143,754 Cost per Redemption 33,822 43,389 63,295 Other 14,713 6,208 3,381 Revenue $ 130,365 $ 150,684 $ 210,430 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) | Sep. 11, 2019 | Feb. 14, 2018 | Feb. 14, 2018 | Feb. 13, 2018 | Jan. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | Feb. 28, 2017 | May 04, 2012 |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of common stock, threshold | $ 70,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 83,000,000 | ||||||||
Par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, par or stated value per share (in usd per share) | $ 0.0001 | ||||||||||
Shares authorized (in shares) | 25,000,000 | 96,131,002 | 82,683,212 | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,904,154 | 5,821,355 | 421,355 | ||||||||
Proceeds from IPO | $ 75,700,000 | $ 5,500,000 | |||||||||
Proceeds from IPO, net | 66,100,000 | ||||||||||
Sale of stock, discounts and commissions | 5,300,000 | ||||||||||
Issuance costs | $ 200,000 | $ 4,300,000 | $ 196,000 | $ 4,279,000 | $ 0 | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||||||||
Proceeds from Issuance Seconday Public Offering, Net | $ 61,300,000 | ||||||||||
IPO | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,400,000 | ||||||||||
Sale of stock, price per share (in usd per share) | $ 13 | ||||||||||
Proceeds from IPO | $ 70,200,000 | ||||||||||
Over-Allotment Option | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 404,154 | 810,000 | |||||||||
SPO [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, discounts and commissions | $ 3,200,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 1,194,365 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 34 | ||||||||||
Cardlytics UK | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collaboration Agreement, income (loss), percentage | 50.00% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Foreign Currency Transaction (Gain) Loss | $ (0.8) | $ 1.2 | $ (1.3) |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Concentration Risk [Line Items] | ||
Capitalized software development costs, net | $ 3,815 | $ 1,625 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Consumer Incentives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Consumer incentives, expense | $ 105.6 | $ 68.3 | $ 61.2 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 169 | $ 105 | $ 653 |
Bad debt expense | 1,201 | 130 | 73 |
Write-offs, net of recoveries | (1,115) | (66) | (621) |
Ending balance | 255 | 169 | 105 |
Unbilled receivables | $ 600 | $ 400 | $ 100 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 104,458 | $ 39,623 | $ 21,262 | |
Restricted cash | 129 | 20,247 | 0 | |
Cash, cash equivalents and restricted cash | $ 104,587 | $ 59,870 | $ 21,262 | $ 22,968 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)patent | Dec. 31, 2018USD ($)patent | Dec. 31, 2013patent | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | ||||
Number of patents | patent | 4 | 1 | 3 | |
Finite-lived intangible assets, not yet capitalized | $ 300 | $ 200 | ||
Deferred patent costs, gross | $ 448 | 417 | ||
Less accumulated amortization | (59) | (47) | ||
Deferred patent costs, net | $ 389 | $ 370 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Capitalized Computer Software, Gross | $ 5,537 | $ 2,826 | |
Capitalized software development costs, gross | 10 | 0 | $ 61 |
Less accumulated amortization | (1,722) | (1,201) | |
Capitalized software development costs, net | $ 3,815 | $ 1,625 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 21, 2018 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 900 | |||
Amortization of financing costs charged to interest expense | $ 95 | 282 | $ 560 | |
2019 | 87 | |||
2020 | 30 | |||
Total | 117 | |||
Lines of credit | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, gross | 388 | 334 | ||
Less accumulated amortization | (271) | (234) | ||
Debt issuance costs, net | 117 | 100 | ||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, gross | 0 | 30 | ||
Less accumulated amortization | 0 | (10) | ||
Debt issuance costs, net | $ 0 | $ 20 | ||
2016 Line of Credit and 2016 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, net | $ 100 |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Deferred Offering Costs (Details) - USD ($) $ in Thousands | Sep. 11, 2019 | Feb. 14, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Financial Institution Costs [Roll Forward] | |||||
Beginning balance | $ 0 | $ 3,144 | $ 0 | ||
Deferred costs | 196 | 1,135 | 3,144 | ||
Recognized against offering proceeds | $ (200) | $ (4,300) | (196) | (4,279) | 0 |
Ending balance | $ 0 | $ 0 | $ 3,144 |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Reduction in Force (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | $ 15,851 | $ 26,790 | $ 5,147 |
Delivery costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | 711 | 633 | 202 |
Sales and marketing expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | 4,248 | 9,358 | 1,894 |
Research and development expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | 1,619 | 4,087 | 951 |
General and administration expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | $ 9,273 | $ 12,712 | $ 2,100 |
SIGNIFICANT ACCOUNTING POLIC_14
SIGNIFICANT ACCOUNTING POLICIES - Advertising costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 1.4 | $ 0.9 | $ 0.7 |
SIGNIFICANT ACCOUNTING POLIC_15
SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2018 | May 31, 2013 | |
Class of Stock [Line Items] | ||||||
Exercise of common stock warrants (in shares) | 17,659,000 | 0 | ||||
Exercise price of warrants (in usd per share) | $ 23.64 | |||||
Series G Stock | ||||||
Class of Stock [Line Items] | ||||||
Exercise of common stock warrants (in shares) | 792,434 | |||||
Conversion of securities to common stock (in shares) | 792,434 | |||||
Exercise price of warrants (in usd per share) | $ 0.0004 | $ 0.0004 | ||||
Issuance of stock | $ 15.3 | $ 11.9 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 30,911 | $ 22,835 | |
Less accumulated depreciation | (16,621) | (12,605) | |
Property, Plant and Equipment, Net | 14,290 | 10,230 | |
Capital lease assets, gross | 1,096 | 1,096 | |
Less accumulated depreciation | (1,067) | (1,047) | |
Capital lease assets, net | 29 | 49 | |
Depreciation expense | 4,000 | 3,000 | $ 3,000 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 21,269 | 16,284 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,960 | 5,573 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,557 | 913 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,125 | $ 65 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | May 21, 2018 |
Debt Instrument [Line Items] | |||
Total debt | $ 37 | $ 46,714 | |
Less current portion of long-term debt | (24) | (21) | |
Long-term debt, net of current portion | 13 | 46,693 | |
Lines of credit | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 26,677 | $ 27,400 |
Debt issuance costs, net | 117 | 100 | |
Term loans | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 19,980 | |
Debt issuance costs, net | 0 | 20 | |
Capital leases | |||
Debt Instrument [Line Items] | |||
Total debt | $ 37 | $ 57 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 12 Months Ended | 14 Months Ended | |||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | May 31, 2019 | May 14, 2019 | May 21, 2018 | Sep. 30, 2016 | Jul. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||
Document Period End Date | Dec. 31, 2019 | ||||||||
Cash paid for interest | $ 1,266,000 | $ 9,733,000 | $ 873,000 | ||||||
Maximum borrowing capacity, percentage of accounts receivable | 85.00% | ||||||||
Revenue, threshold | $ 240,000,000 | ||||||||
Repayments of lines of credit | $ 46,698,000 | 52,581,000 | 99,000 | ||||||
Loss on extinguishment of debt | 900,000 | ||||||||
Decrease in fair value of convertible promissory notes | 0 | 0 | 1,244,000 | ||||||
Lines of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line Of Credit Facility, Covenant, Minimum 12 Month Revenue | 210,000,000 | ||||||||
Line of Credit Facility, Maximum Month-end Outstanding Amount | 255,000,000 | ||||||||
2016 Line of Credit and 2016 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs, net | $ 100,000 | ||||||||
Lines of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 40,000,000 | ||||||||
Debt issuance costs, gross | 388,000 | 334,000 | |||||||
Debt issuance costs, net | $ 117,000 | 100,000 | |||||||
Debt instrument, interest rate | 4.25% | ||||||||
Commitment fee percentage | 0.15% | ||||||||
Debt instrument, interest rate increase event of default | 3.00% | ||||||||
Line of credit facility, remaining borrowing capacity | $ 40,000,000 | ||||||||
Debt Instrument, Annual Principal Payment | $ 10,000,000 | ||||||||
Lines of credit | Loan Facility, Threshold Two | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Lines of credit | 2016 Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Loss on extinguishment of debt | 100,000 | ||||||||
Term loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 20,000,000 | ||||||||
Debt issuance costs, gross | $ 0 | 30,000 | |||||||
Debt issuance costs, net | $ 0 | 20,000 | |||||||
Debt instrument, interest rate | 2.00% | ||||||||
Debt Instrument, Unamortized Premium, Current | $ 10,000,000 | ||||||||
Term loans | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Term loans | 2016 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 24,000,000 | ||||||||
Loss on extinguishment of debt | $ 800,000 | ||||||||
Revolving Credit Facility | Lines of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||
Line of Credit, Current | $ 40,000,000 | ||||||||
Convertible Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Paid-in-king interest | $ 1,700,000 |
DEBT - Future Payments (Details
DEBT - Future Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Capital leases | |
2019 | $ 24 |
2020 | 13 |
Total principal payments | $ 37 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2020shares | Jan. 01, 2019shares | Feb. 08, 2018$ / sharesshares | Aug. 31, 2018shares | Feb. 28, 2018USD ($) | Mar. 02, 2020shares | Dec. 31, 2018USD ($)usershares | Mar. 31, 2018trancheshares | Dec. 31, 2019USD ($)usershares | Dec. 31, 2018USD ($)usershares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Mar. 03, 2020USD ($) | Jan. 31, 2018shares | Sep. 30, 2017$ / shares | May 31, 2017shares | May 30, 2017shares | May 15, 2017$ / shares | Feb. 28, 2017$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Document Period End Date | Dec. 31, 2019 | ||||||||||||||||||
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% | ||||||||||||||||||
Number of additional shares authorized (in shares) | 1,327,352 | 1,345,631 | |||||||||||||||||
Amounts accrued for capitalized software development costs | $ | $ 100 | ||||||||||||||||||
Expiration period | 10 years | ||||||||||||||||||
Value of stock (in usd per share) | $ / shares | $ 26.74 | $ 24.48 | $ 24.24 | $ 30.44 | $ 27.68 | ||||||||||||||
Weighted-average grant date fair value (in usd per share) | $ / shares | $ 3.91 | $ 12.11 | |||||||||||||||||
Options vested in period, fair value | $ | $ 4,800 | $ 6,000 | $ 4,300 | ||||||||||||||||
Compensation not yet recognized | $ | $ 2,800 | ||||||||||||||||||
Compensation cost not yet recognized | 1 year 1 month 6 days | ||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 154,601 | 177,238 | |||||||||||||||||
Issuance of ESPP (in shares) | 265,470,000 | 267,823 | |||||||||||||||||
Restricted stock units | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Compensation cost not yet recognized | 3 years 1 month 2 days | ||||||||||||||||||
Granted (in shares) | 1,978,000 | 1,309,000 | |||||||||||||||||
Unvested PSU (in shares) | 381,000 | 1,741,000 | 381,000 | 0 | |||||||||||||||
Forfeited, prior to FI MAU (in shares) | 132,000 | 78,000 | |||||||||||||||||
Vested (in shares) | 486,000 | 850,000 | |||||||||||||||||
Compensation not yet recognized, awards other than options | $ | $ 4,500 | $ 20,389 | $ 4,500 | ||||||||||||||||
Awards granted | $ | $ 1,000 | ||||||||||||||||||
Restricted stock units | Share-based Compensation Award, Tranche One | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Granted (in shares) | 434,377,000 | 725,832 | |||||||||||||||||
Performance-based restricted share unit | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of tranches | tranche | 2 | ||||||||||||||||||
Granted (in shares) | 437,500 | ||||||||||||||||||
Unvested PSU (in shares) | 875,000 | 1,252,500 | 875,000 | ||||||||||||||||
Vested (in shares) | 850,000 | ||||||||||||||||||
Performance-based restricted share unit | Share-based Compensation Award, Tranche One | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award, performance conditions | user | 70,000,000 | 0.50 | 70,000,000 | ||||||||||||||||
Forfeited, prior to FI MAU (in shares) | 25,000 | ||||||||||||||||||
Performance-based restricted share unit | Share-based Compensation Award, Tranche Two | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Award, performance conditions | user | 85,000,000 | 0.25 | 85,000,000 | ||||||||||||||||
Stock option expense | $ | $ 18,600 | ||||||||||||||||||
Restricted securities units | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
RSU, service condition period | 6 years | ||||||||||||||||||
Award period for sale of company or IPO | 5 years | ||||||||||||||||||
Stock option expense | $ | $ 500 | ||||||||||||||||||
Stock issued during period, RSU (in shares) | 37,406 | ||||||||||||||||||
Common stock issuable pursuant to the ESPP | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of shares authorized, annual increase | 1.00% | 1.00% | |||||||||||||||||
Purchase price of common stock, percent | 85.00% | ||||||||||||||||||
ESPP, number of shares authorized, annual increase (in shares) | 500,000 | 500,000 | |||||||||||||||||
Minimum | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Value of stock (in usd per share) | $ / shares | $ 24.60 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Value of stock (in usd per share) | $ / shares | $ 28.16 | ||||||||||||||||||
2008 Stock Plan | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of shares authorized (in shares) | 4,020,000 | 3,495,000 | 3,120,000 | ||||||||||||||||
Employees and non-employee directors | Restricted stock units | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Compensation cost not yet recognized | 3 years 1 month 2 days | 2 years 4 months 24 days | |||||||||||||||||
Subsequent Event | Restricted stock units | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Granted (in shares) | 188,422 | ||||||||||||||||||
Compensation not yet recognized, awards other than options | $ | $ 15,900 |
STOCK-BASED COMPENSATION - Allo
STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Monthly Average Closing Price, Common Stock, Threshold | $ 62.86 | |||
Total stock-based compensation expense | $ 15,851 | $ 26,790 | $ 5,147 | |
Delivery costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 711 | 633 | 202 | |
Sales and marketing expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 4,248 | 9,358 | 1,894 | |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 1,619 | 4,087 | 951 | |
General and administration expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 9,273 | $ 12,712 | $ 2,100 |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) - $ / shares | Feb. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Sep. 30, 2017 | May 15, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value (in usd per share) | $ 3.91 | $ 12.11 | |||||
Significant inputs: | |||||||
Value of stock (in usd per share) | $ 26.74 | $ 24.24 | $ 30.44 | $ 27.68 | $ 24.48 | ||
Expected term | 7 years | ||||||
Volatility, minimum | 11.00% | 50.00% | |||||
Volatility, maximum | 47.00% | 51.00% | |||||
Risk-free interest rate, minimum | 0.00% | 0.70% | |||||
Risk-free interest rate, maximum | 2.80% | 2.20% | |||||
Minimum | |||||||
Significant inputs: | |||||||
Value of stock (in usd per share) | $ 24.60 | ||||||
Maximum | |||||||
Significant inputs: | |||||||
Value of stock (in usd per share) | $ 28.16 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Common Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 1,774 |
Granted (in shares) | shares | 39 |
Exercised (in shares) | shares | (716) |
Forfeited (in shares) | shares | (31) |
Canceled (in shares) | shares | (66) |
Ending balance (in shares) | shares | 1,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 757 |
Weighted-Average Exercise Price | |
Beginning balance (in usd per share) | $ / shares | $ 20.55 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | 20.64 |
Exercised (in usd per share) | $ / shares | 16.84 |
Forfeited (in usd per share) | $ / shares | 23.95 |
Canceled (in usd per share) | $ / shares | 22.37 |
Ending balance (in usd per share) | $ / shares | 22.99 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 22.45 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 21,399 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | 39,894 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 30,586 |
Employee Stock Option [Member] | |
Weighted-Average Exercise Price | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 6 years 6 months 3 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 3 months 14 days |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018USD ($) | Mar. 02, 2020$ / sharesshares | Dec. 31, 2018USD ($)user$ / sharesshares | Mar. 31, 2018$ / sharesshares | Dec. 31, 2019USD ($)user$ / sharesshares | Dec. 31, 2018USD ($)user$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 03, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 30,586 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days | |||||||
Document Period End Date | Dec. 31, 2019 | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 109,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | $ 89,800 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 1 month 2 days | |||||||
Shares | ||||||||
Unvested — Beginning balance (in shares) | 1,741,000 | 0 | 381,000 | 0 | ||||
Granted (in shares) | 1,978,000 | 1,309,000 | ||||||
Vested (in shares) | (486,000) | (850,000) | ||||||
Forfeited (in shares) | (132,000) | (78,000) | ||||||
Unvested — Ending balance (in shares) | 381,000 | 1,741,000 | 381,000 | 0 | ||||
Weighted-Average Grant Date Fair Value | ||||||||
Unvested — Beginning balance (in usd per share) | $ / shares | $ 18.55 | $ 0 | $ 18.11 | $ 0 | ||||
Granted (in usd per share) | $ / shares | 17.78 | $ 20.58 | ||||||
Vested (in usd per share) | $ / shares | 14.97 | 21.93 | ||||||
Forfeited (in usd per share) | $ / shares | 18.92 | 17.97 | ||||||
Unvested — Ending balance (in usd per share) | $ / shares | $ 18.11 | $ 18.55 | $ 18.11 | $ 0 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 4,500 | $ 20,389 | $ 4,500 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,428,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | $ 19.22 | |||||||
Performance Shares [Member] | ||||||||
Shares | ||||||||
Unvested — Beginning balance (in shares) | 1,252,500 | 875,000 | ||||||
Granted (in shares) | 437,500 | |||||||
Vested (in shares) | (850,000) | |||||||
Unvested — Ending balance (in shares) | 875,000 | 1,252,500 | 875,000 | |||||
Restricted securities units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock or Unit Option Plan Expense | $ | $ 500 | |||||||
Subsequent Event | Restricted stock units | ||||||||
Shares | ||||||||
Granted (in shares) | 188,422 | |||||||
Weighted-Average Grant Date Fair Value | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 15,900 | |||||||
Share-based Compensation Award, Tranche Three [Member] | Performance Shares [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 | |||||||
Share-based Compensation Award, Tranche Two | Performance Shares [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 | 85,000,000 | 0.25 | 85,000,000 | |||||
Stock or Unit Option Plan Expense | $ | $ 18,600 | |||||||
Share-based Compensation Award, Tranche One | Restricted stock units | ||||||||
Shares | ||||||||
Granted (in shares) | 434,377,000 | 725,832 | ||||||
Share-based Compensation Award, Tranche One | Performance Shares [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 | 70,000,000 | 0.50 | 70,000,000 | |||||
Shares | ||||||||
Forfeited (in shares) | (25,000) | |||||||
Employees and non-employee directors | Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 1 month 2 days | 2 years 4 months 24 days |
INCOME TAXES - Domestic and For
INCOME TAXES - Domestic and Foreign Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (13,464) | $ (48,897) | $ (16,711) |
Foreign | (3,680) | (4,145) | (2,930) |
Loss before income taxes | $ (17,144) | $ (53,042) | $ (19,641) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total current | 0 | 0 | 0 |
Deferred: | |||
Federal | 1,326 | 6,896 | (28,331) |
State | 622 | 1,264 | 2,345 |
Foreign | 222 | 916 | 85 |
Change in uncertain tax positions | 598 | (105) | (120) |
Change in valuation allowance | (2,768) | (8,971) | 26,021 |
Total deferred | 0 | 0 | 0 |
Income tax benefit | $ 0 | $ 0 | $ 0 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | 21.00% | 21.00% | 34.00% |
State income taxes, net of federal benefit | 0.00% | 1.91% | 1.82% |
Change in federal and state statutory rate | 0.34% | 0.03% | (156.32%) |
Foreign rate differential | (0.20%) | (0.06%) | (1.04%) |
Other adjustments | (5.18%) | (5.97%) | (10.93%) |
Valuation allowance | (16.18%) | (16.91%) | 132.47% |
Income tax benefit | (0.22%) | 0.00% | 0.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carry-forwards | $ 64,348 | $ 60,718 | ||
Allowance for doubtful accounts | 28 | 26 | ||
Depreciation and amortization | (1,321) | (856) | ||
Stock-based compensation | 2,727 | 1,968 | ||
Change in fair value of convertible promissory notes | 2,275 | 1,334 | ||
IRC Section 163(j) interest expense limitation | 436 | 737 | ||
Other tax credit carry-forward | 1,419 | 3,071 | ||
Other temporary differences | 319 | 465 | ||
Valuation allowance | (70,231) | (67,463) | $ (58,649) | $ (84,483) |
Net long-term deferred tax liability | $ 0 | $ 0 |
INCOME TAXES - Change in Valuat
INCOME TAXES - Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Allowance [Roll Forward] | |||
Beginning balance | $ (67,463) | $ (58,649) | $ (84,483) |
Allowance for domestic and foreign net operating loss carry-forwards | (3,598) | (9,863) | (6,509) |
Rate change on domestic net operating loss carry-forwards | (32) | (17) | 30,705 |
Change in foreign currency | 0 | 157 | (187) |
Other changes | 862 | 909 | 1,825 |
Ending balance | $ (70,231) | $ (67,463) | $ (58,649) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | |||
Tax credits | $ 1,300 | $ 700 | $ 800 |
Cash and cash equivalents | 104,458 | 39,623 | $ 21,262 |
Cardlytics UK | |||
Operating Loss Carryforwards [Line Items] | |||
Cash and cash equivalents | 4,800 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 266,800 | 249,800 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 98,400 | 90,500 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 12,100 | $ 13,900 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 783 | $ 678 | $ 558 |
Increase related to current year tax position | (598) | (105) | (120) |
Ending balance | $ 185 | $ 783 | $ 678 |
REDEEMABLE CONVERTIBLE PREFER_3
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Outstanding Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2018 | May 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of Series G and Series G’ Stock (in shares) | (486,000) | (1,296,000) | |||||
Issuance of Series G and Series G’ Stock | $ (61,309) | $ (66,101) | |||||
Conversion of preferred stock to common stock | $ (1,735) | $ (24,392) | |||||
Document Period End Date | Dec. 31, 2019 | ||||||
Series G’ Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 0 | 1,296,000 | |||||
Beginning balance | $ 0 | $ 44,672 | |||||
Issuance of Series G and Series G’ Stock | (44,672) | ||||||
Accretion of redeemable convertible preferred stock | $ 0 | ||||||
Ending balance (in shares) | 0 | 1,296,000 | |||||
Ending balance | $ 0 | $ 44,672 | |||||
Series G Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 0 | 346,000 | |||||
Beginning balance | $ 0 | $ 5,110 | |||||
Issuance of Series G and Series G’ Stock (in shares) | (346,334) | (346,000) | |||||
Issuance of Series G and Series G’ Stock | $ (5,218) | ||||||
Accretion of redeemable convertible preferred stock | $ 108 | ||||||
Conversion of preferred stock to common stock (in shares) | (792,434) | ||||||
Deemed dividend related to beneficial conversion feature | $ 4,500 | ||||||
Ending balance (in shares) | 0 | 346,000 | |||||
Ending balance | $ 0 | $ 5,110 | |||||
Series F/F-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 1,199,000 | 0 | 1,199,000 | 1,199,000 | |||
Beginning balance | $ 57,958 | $ 0 | $ 58,449 | $ 57,958 | |||
Accretion of redeemable convertible preferred stock | $ 38 | ||||||
Conversion of preferred stock to common stock | $ (491) | ||||||
Ending balance (in shares) | 0 | 1,199,000 | |||||
Ending balance | $ 0 | $ 58,449 | |||||
Series E/E-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 795,000 | 0 | 795,000 | 795,000 | |||
Beginning balance | $ 29,963 | $ 0 | $ 29,972 | $ 29,963 | |||
Accretion of redeemable convertible preferred stock | $ 1 | $ 9 | |||||
Ending balance (in shares) | 0 | 795,000 | |||||
Ending balance | $ 0 | $ 29,972 | |||||
Series D/D-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 1,396,000 | 0 | 1,396,000 | 1,396,000 | |||
Beginning balance | $ 32,642 | $ 0 | $ 32,728 | $ 32,642 | |||
Accretion of redeemable convertible preferred stock | $ 7 | $ 86 | |||||
Ending balance (in shares) | 0 | 1,396,000 | |||||
Ending balance | $ 0 | $ 32,728 | |||||
Series C/C-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 1,508,000 | 0 | 1,508,000 | 1,508,000 | |||
Beginning balance | $ 18,323 | $ 0 | $ 18,366 | $ 18,323 | |||
Accretion of redeemable convertible preferred stock | $ 3 | $ 43 | |||||
Conversion of preferred stock to common stock (in shares) | (1,508,000) | ||||||
Conversion of preferred stock to common stock | $ (18,369) | ||||||
Ending balance (in shares) | 0 | 1,508,000 | |||||
Ending balance | $ 0 | $ 18,366 | |||||
Series B/B-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 2,247,000 | 0 | 2,247,000 | 2,247,000 | |||
Beginning balance | $ 5,286 | $ 0 | $ 5,288 | $ 5,286 | |||
Accretion of redeemable convertible preferred stock | $ 0 | $ 2 | |||||
Conversion of preferred stock to common stock (in shares) | (2,247,000) | ||||||
Conversion of preferred stock to common stock | $ (5,288) | ||||||
Ending balance (in shares) | 0 | 2,247,000 | |||||
Ending balance | $ 0 | $ 5,288 | |||||
Series A/A-R Stock | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance (in shares) | 1,857,000 | 0 | 1,857,000 | 1,857,000 | |||
Beginning balance | $ 1,850 | $ 0 | $ 1,852 | $ 1,850 | |||
Accretion of redeemable convertible preferred stock | $ 0 | $ 2 | |||||
Conversion of preferred stock to common stock (in shares) | (1,857,000) | ||||||
Conversion of preferred stock to common stock | $ (1,852) | ||||||
Ending balance (in shares) | 0 | 1,857,000 | |||||
Ending balance | $ 0 | $ 1,852 |
REDEEMABLE CONVERTIBLE PREFER_4
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Financing and Issuances (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2018 | May 31, 2017 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 08, 2018 | Jan. 26, 2018 | Sep. 30, 2017 | May 15, 2017 | Feb. 28, 2017 | May 31, 2013 | |
Temporary Equity [Line Items] | |||||||||||||
Shares authorized (in shares) | 96,131,002 | 25,000,000 | 82,683,212 | ||||||||||
Shares authorized (in shares) | 83,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Issuance costs | $ 196 | $ 1,949 | $ 2,668 | ||||||||||
Conversion of stock, shares converted (in shares) | 801,329 | ||||||||||||
Exercise price of warrants (in usd per share) | $ 23.64 | ||||||||||||
Exercise of common stock warrants (in shares) | 17,659,000 | 0 | |||||||||||
Proceeds from issuance of preferred stock | $ 0 | $ 0 | 11,940 | ||||||||||
Deemed dividend related to beneficial conversion feature | $ 4,488 | ||||||||||||
Issuance of Series G and Series G’ Stock (in shares) | 486,000 | 1,296,000 | |||||||||||
Value of stock (in usd per share) | $ 26.74 | $ 24.48 | $ 24.24 | $ 30.44 | $ 27.68 | ||||||||
Series G’ Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.0001 | ||||||||||||
Conversion of stock, shares converted (in shares) | 1,295,746 | ||||||||||||
Conversion Price (in usd per share) | $ 27.58 | ||||||||||||
Preferred stock, dividend rate (in usd per share) | 2.758 | ||||||||||||
Series G Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.0001 | ||||||||||||
Issuance costs | $ 100 | ||||||||||||
Shares issued (in shares) | 346,334 | ||||||||||||
Class of warrant, numerator input value (in usd per share) | $ 68.9516 | ||||||||||||
Exercise price of warrants (in usd per share) | $ 0.0004 | $ 0.0004 | |||||||||||
Exercise of common stock warrants (in shares) | 792,434 | ||||||||||||
Issuance of stock | $ 15,300 | $ 11,900 | |||||||||||
Proceeds from issuance of preferred stock | 11,900 | ||||||||||||
Redeemable convertible preferred stock, residual value | 4,500 | ||||||||||||
Deemed dividend related to beneficial conversion feature | $ 6,100 | ||||||||||||
Deemed dividend related to beneficial conversion feature | $ 4,500 | ||||||||||||
Issuance of Series G and Series G’ Stock (in shares) | 346,334 | 346,000 | |||||||||||
Series F/F-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 1,198,637 | ||||||||||||
Series E/E-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 795,027 | ||||||||||||
Series D/D-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 1,395,936 | ||||||||||||
Series C/C-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 1,507,906 | ||||||||||||
Series B/B-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 2,246,744 | ||||||||||||
Series A/A-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 1,856,998 | ||||||||||||
Additional Paid-In Capital | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Exercise of common stock warrants (in shares) | 17,659,000 | 0 | |||||||||||
Deemed dividend related to beneficial conversion feature | $ 4,488 | ||||||||||||
Additional Paid-In Capital | Series G Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Beneficial conversion feature of stock | $ 4,500 | ||||||||||||
Common stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Exercise of common stock warrants (in shares) | 821,000 | 1,142,000 | |||||||||||
Issuance of Series G and Series G’ Stock (in shares) | 1,904,000 | 5,821,000 | |||||||||||
Common stock | Series E/E-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 397,515 | ||||||||||||
Common stock | Series B/B-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 2,121 | ||||||||||||
Common stock | Series A/A-R Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of stock, shares issued (in shares) | 12,375 |
REDEEMABLE CONVERTIBLE PREFER_5
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Protective Provisions, Redemptions, Liquidation and Conversion (Details) - $ / shares | Dec. 31, 2019 | May 31, 2017 |
Series G’ Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | $ 34.4758 | |
Liquidation of business payment per share (in usd per share) | 34.4758 | |
Liquidation preference (in usd per share) | 103.4274 | |
Series G Stock | ||
Temporary Equity [Line Items] | ||
Shares Issued, Price Per Share | $ 34.4758 | |
Redemption price per share (in usd per share) | 34.4758 | |
Liquidation of business payment per share (in usd per share) | 68.9516 | |
Liquidation preference (in usd per share) | 103.4274 | |
Series F/F-R Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | 58.40 | |
Liquidation of business payment per share (in usd per share) | 58.40 | |
Liquidation preference (in usd per share) | 175.20 | |
Conversion price (in usd per share) | 50.0568 | |
Series E/E-R Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | 37.7344 | |
Liquidation of business payment per share (in usd per share) | 37.7344 | |
Liquidation preference (in usd per share) | 113.2032 | |
Conversion price (in usd per share) | 37.7344 | |
Series D/D-R Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | 23.64 | |
Liquidation of business payment per share (in usd per share) | 23.64 | |
Liquidation preference (in usd per share) | 70.92 | |
Conversion price (in usd per share) | 23.64 | |
Series C/C-R Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | 12.2686 | |
Liquidation of business payment per share (in usd per share) | 21.4701 | |
Liquidation preference (in usd per share) | 36.8058 | |
Conversion price (in usd per share) | 12.2686 | |
Series B/B-R Stock | ||
Temporary Equity [Line Items] | ||
Redemption price per share (in usd per share) | 2.3567 | |
Liquidation of business payment per share (in usd per share) | 2.3567 | |
Liquidation preference (in usd per share) | 4.7134 | |
Conversion price (in usd per share) | 2.3567 | |
Series A/A-R Stock | ||
Temporary Equity [Line Items] | ||
Liquidation of business payment per share (in usd per share) | 1 | |
Liquidation preference (in usd per share) | 2 | |
Conversion price (in usd per share) | 1 | |
Series G Stock and G’ Stock | ||
Temporary Equity [Line Items] | ||
Conversion price (in usd per share) | $ 34.4758 |
COMMON STOCK WARRANTS - Warrant
COMMON STOCK WARRANTS - Warrant Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||||
Warrants outstanding, beginning balance (in shares) | 0 | 110,000 | |||
Exercised (in shares) | (644,365) | ||||
Warrants outstanding, ending balance (in shares) | 0 | 0 | 110,000 | ||
Common Stock Warrants | |||||
Shares | |||||
Warrants outstanding, beginning balance (in shares) | 867,000 | 600,000 | 583,000 | ||
Granted (in shares) | 17,500 | 644,000 | 17,000 | ||
Exercised (in shares) | (821,000) | (349,000) | |||
Redeemable convertible preferred stock warrants converted to common stock warrants (in shares) | 110,000 | ||||
Forfeited/cancelled (in shares) | (34,000) | (138,000) | |||
Warrants outstanding, ending balance (in shares) | 12,000 | 867,000 | 600,000 | 583,000 | |
Weighted-average exercise price per share | |||||
Warrants outstanding, beginning balance (in dollars per share) | $ 21.89 | $ 8.11 | $ 7.52 | ||
Granted (in dollars per share) | $ 27.68 | 23.64 | 27.68 | ||
Exercised (in dollars per share) | 21.89 | 4.69 | |||
Redeemable convertible preferred stock warrants converted to common stock warrants (in dollars per share) | 12.16 | ||||
Forfeited/cancelled (in dollars per share) | 21.29 | 5.85 | |||
Warrants outstanding, ending balance (in dollars per share) | $ 23.64 | $ 21.89 | $ 8.11 | $ 7.52 | |
Performance-based Warrants | |||||
Shares | |||||
Redeemable convertible preferred stock warrants converted to common stock warrants (in shares) | 644,365 |
COMMON STOCK WARRANTS - Narrati
COMMON STOCK WARRANTS - Narrative (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | May 31, 2013 | |
Class of Warrant or Right [Line Items] | ||||||
Class of warrant (in shares) | 0 | 110,000 | 0 | 644,365 | ||
Common Stock Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant (in shares) | 867,000 | 600,000 | 583,000 | 12,000 | ||
Warrants issued/granted (in shares) | 17,500 | 644,000 | 17,000 | |||
Exercise price of warrants issued/granted (in dollars per share) | $ 27.68 | $ 23.64 | $ 27.68 | |||
Warrants converted (in shares) | 110,000 | |||||
Exercise price of warrants converted (in dollars per share) | $ 12.16 | |||||
Series A Common Stock Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants converted (in shares) | 12,500 | |||||
Exercise price of warrants converted (in dollars per share) | $ 1 | |||||
Series B Common Stock Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants converted (in shares) | 25,000 | |||||
Exercise price of warrants converted (in dollars per share) | $ 2.36 | |||||
Performance-based Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants converted (in shares) | 644,365 | |||||
Class of warrant , unvested (in shares) | 644,365 | |||||
Series E Common Stock Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants converted (in dollars per share) | $ 23.64 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2017 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | $ 0 | ||
Convertible Debt, Fair Value Disclosures | $ 10,230 | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Debt, Fair Value Disclosures | 0 | ||
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Debt, Fair Value Disclosures | 0 | ||
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Debt, Fair Value Disclosures | 10,230 | ||
Preferred Stock Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 2,285 | ||
Preferred Stock Warrants | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 0 | ||
Preferred Stock Warrants | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 0 | ||
Preferred Stock Warrants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 2,285 | ||
Common Stock Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 7,945 | $ 300 | |
Common Stock Warrants | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 0 | ||
Common Stock Warrants | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | 0 | ||
Common Stock Warrants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term warrant liability | $ 7,945 |
FAIR VALUE MEASUREMENTS - Instr
FAIR VALUE MEASUREMENTS - Instruments Recorded at Fair Value Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred Stock Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | $ 2,285 | $ 2,197 |
Exercise/Conversion to common stock | (1,736) | |
Changes in fair value | (549) | 88 |
Fair value, ending balance | 0 | 2,285 |
Common Stock Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | 7,945 | |
Issuance of stock | 7,309 | 7,452 |
Changes in fair value | (15,254) | 493 |
Fair value, ending balance | 0 | 7,945 |
Convertible Promissory Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | 0 | 72,332 |
Exercise/Conversion to common stock | (44,672) | |
Accrued interest on convertible promissory notes | 1,701 | |
Changes in fair value | 0 | (4,969) |
Fair value, ending balance | 0 | 0 |
Convertible Promissory Notes | Common Stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Exercise/Conversion to common stock | $ 0 | $ (24,392) |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Assumptions (Details) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cost of Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0 | ||
Cost of Debt | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.12 | ||
Cost of Debt | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.17 | ||
Cost of Equity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0 | ||
Cost of Equity | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.24 | ||
Cost of Equity | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.26 | ||
Weighted-average cost of capital applicable to preferred stock warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.21 | ||
Discount for lack of marketability | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.07 | 0.07 | 0.08 |
Discount for lack of marketability | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.13 | 0.13 | 0.12 |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.55 | ||
Risk-free interest rate | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.012 | 0.012 | 0.007 |
Risk-free interest rate | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.014 | 0.014 | 0.012 |
FAIR VALUE MEASUREMENTS - Prefe
FAIR VALUE MEASUREMENTS - Preferred Stock Warrants (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2013 |
Class of Stock [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 23.64 | |||
Class of warrant (in shares) | 0 | 0 | 110,000 | 644,365 |
Series B/B-R Stock | Grant One | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 2.36 | |||
Class of warrant (in shares) | 0 | 0 | 59,000 | |
Series D/D-R Stock | Grant One | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 23.64 | |||
Class of warrant (in shares) | 0 | 0 | 38,000 | |
Series D/D-R Stock | Grant Two | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 23.64 | |||
Class of warrant (in shares) | 0 | 0 | 13,000 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($) | May 31, 2017USD ($)shares | May 31, 2013$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Aug. 08, 2018$ / shares | Feb. 08, 2018$ / shares | Jun. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair value per share (in usd per share) | $ / shares | $ 13 | ||||||||||
Fair value of warrants issued | $ 0 | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 23.64 | ||||||||||
Exercise of common stock warrants (in shares) | shares | 17,659,000 | 0 | |||||||||
Change in fair value of warrant liabilities, net | $ 0 | $ (6,760) | $ (581) | ||||||||
Class of warrant (in shares) | shares | 644,365 | 0 | 0 | 110,000 | |||||||
Warrant, term | 10 years | ||||||||||
Common Stock Warrants | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair value per share (in usd per share) | $ / shares | $ 30.08 | ||||||||||
Fair value of warrants issued | $ 7,945 | $ 300 | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 27.68 | ||||||||||
Liability value | $ 0 | 7,945 | |||||||||
Class of warrant (in shares) | shares | 17,500 | ||||||||||
Stock option expense | $ 2,500 | ||||||||||
Preferred Stock Warrants | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair value of warrants issued | 2,285 | ||||||||||
Liability value | 0 | 2,285 | $ 2,197 | ||||||||
Convertible Promissory Notes | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Liability value | $ 0 | $ 0 | $ 72,332 | ||||||||
Series B/B-R Stock | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair value per share (in usd per share) | $ / shares | $ 26.80 | 20.18 | |||||||||
Conversion of securities to common stock (in shares) | shares | 2,247,000 | ||||||||||
Series D/D-R Stock | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair value per share (in usd per share) | $ / shares | $ 13.63 | $ 10.57 | |||||||||
Series G Stock | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Shares issued (in shares) | shares | 346,334 | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0004 | $ 0.0004 | |||||||||
Liability value | $ 7,500 | ||||||||||
Exercise of common stock warrants (in shares) | shares | 792,434 | ||||||||||
Conversion of securities to common stock (in shares) | shares | 792,434 | ||||||||||
Issuance of stock | $ 15,300 | $ 11,900 | |||||||||
Change in fair value of warrant liabilities, net | $ 7,300 | $ 500 | |||||||||
Volatility | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Significant inputs | 0.50 | ||||||||||
Volatility | Common Stock Warrants | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Significant inputs | 0.50 | ||||||||||
Volatility | Series G Stock | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Significant inputs | 0.59 | ||||||||||
Discount for lack of marketability | Series G Stock | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Significant inputs | 0.11 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrants Pricing Model (Details) | Feb. 08, 2018$ / shares | Jun. 30, 2017$ / shares | Dec. 31, 2017$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted-average grant date fair value (in usd per share) | $ 3.91 | $ 12.11 | |
Value of common stock (in usd per share) | $ 13 | ||
Expected term | 5 years 3 months 18 days | ||
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0.50 | ||
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0.020 | ||
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0 | ||
Common Stock Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted-average grant date fair value (in usd per share) | $ 19.04 | ||
Value of common stock (in usd per share) | $ 30.08 | ||
Expected term | 10 years | ||
Common Stock Warrants | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0.50 | ||
Common Stock Warrants | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0.022 | ||
Common Stock Warrants | Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Significant inputs | 0 |
RELATED PARTIES - Narrative (De
RELATED PARTIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2018 | May 31, 2017 | May 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2018 | Aug. 08, 2018 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ 0 | $ 0 | $ 11,940 | |||||
Issuance of Series G and Series G’ Stock (in shares) | 486,000 | 1,296,000 | ||||||
Conversion of stock, shares converted (in shares) | 801,329 | |||||||
Warrant, term | 10 years | |||||||
Class of warrant (in shares) | 644,365 | 0 | 0 | 110,000 | ||||
Exercise price of warrants (in usd per share) | $ 23.64 | |||||||
Series G Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ 11,900 | |||||||
Issuance of Series G and Series G’ Stock (in shares) | 346,334 | 346,000 | ||||||
Exercise price of warrants (in usd per share) | $ 0.0004 | $ 0.0004 | ||||||
Series G’ Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of stock, shares converted (in shares) | 1,295,746 | |||||||
Series E | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of Series G and Series G’ Stock (in shares) | 397,515 | |||||||
Common Stock Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock option expense | $ 2,500 | |||||||
Stockholders' Equity | Shareholder Concentration Risk | ||||||||
Related Party Transaction [Line Items] | ||||||||
Concentration risk | 5.00% |
RELATED PARTIES - Series G _ Se
RELATED PARTIES - Series G / Series G’ (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2013 |
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 0 | 0 | 110,000 | 644,365 |
Series G Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | 346,000 | ||
Series G’ Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | 1,296,000 | ||
Aimia Inc. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 801,000 | |||
Class of warrant (in shares) | 0 | |||
Aimia Inc. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Aimia Inc. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 382,000 | |||
Polaris Venture Partners | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 66,000 | |||
Polaris Venture Partners | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 29,000 | |||
Polaris Venture Partners | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 212,000 | |||
Canaan VIII L.P. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 123,000 | |||
Canaan VIII L.P. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 54,000 | |||
Canaan VIII L.P. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 260,000 | |||
Discovery Capital | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 0 | |||
Discovery Capital | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Discovery Capital | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 106,000 | |||
Scott D. Grimes | Scott D. Grimes | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 0 | |||
Scott D. Grimes | Series G Stock | Scott D. Grimes | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Scott D. Grimes | Series G’ Stock | Scott D. Grimes | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 26,000 | |||
Lynne M. Laube | Lynne M. Laube | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 0 | |||
Lynne M. Laube | Series G Stock | Lynne M. Laube | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Lynne M. Laube | Series G’ Stock | Lynne M. Laube | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 14,000 | |||
Entities affiliated with Mark A. Johnson | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 80,000 | |||
Entities affiliated with Mark A. Johnson | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 35,000 | |||
Entities affiliated with Mark A. Johnson | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 15,000 | |||
Mark A. Johnson | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 13,273 | |||
Mark A. Johnson | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 5,801 | |||
John Klinck | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 13,000 | |||
John Klinck | Series G Stock | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 6,000 | |||
John Klinck | Series G’ Stock | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
David Adams | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Class of warrant (in shares) | 7,000 | |||
David Adams | Series G Stock | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 3,000 | |||
David Adams | Series G’ Stock | Director | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 0 | |||
Aeroplan Holdings Europe Sàrl | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 159,207 | |||
Aimia EMEA Limited | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 801,329 | |||
Aimia EMEA Limited | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 223,020 | |||
Polaris Venture Partners V, L.P. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 64,038 | |||
Polaris Venture Partners V, L.P. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 27,988 | |||
Polaris Venture Partners V, L.P. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 205,020 | |||
Polaris Venture Partners Entrepreneurs’ Fund V, L.L. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 1,247 | |||
Polaris Venture Partners Entrepreneurs’ Fund V, L.L. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 545 | |||
Polaris Venture Partners Entrepreneurs’ Fund V, L.L. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 3,995 | |||
Polaris Venture Partners Founders’ Fund V, L.P. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 438 | |||
Polaris Venture Partners Founders’ Fund V, L.P. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 191 | |||
Polaris Venture Partners Founders’ Fund V, L.P. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 1,404 | |||
Polaris Venture Partners Special Founders’ Fund V, L.P. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 641 | |||
Polaris Venture Partners Special Founders’ Fund V, L.P. | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 280 | |||
Polaris Venture Partners Special Founders’ Fund V, L.P. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 2,050 | |||
Discovery Opportunity Master Fund, Ltd. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 95,272 | |||
Discovery Global Opportunity Master Fund, Ltd. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 11,072 | |||
TTP Fund II, L.P. | Series G’ Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 15,045 | |||
TTV Ivy Holdings, LLC | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Class of warrant (in shares) | 66,365 | |||
TTV Ivy Holdings, LLC | Series G Stock | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Shares outstanding (in shares) | 29,005 |
RELATED PARTIES - Agreements wi
RELATED PARTIES - Agreements with Aimia Inc. and Affiliated Entities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Related Party Transaction [Line Items] | |
Proceeds from Warrant Exercises | $ | $ 15.2 |
Class of Warrant or Right, Exercised | shares | 644,365 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | |||
Delivery costs | $ 12,893 | $ 10,632 | $ 7,012 |
Sales and marketing expense | 43,828 | 41,878 | 31,927 |
General and administration expense | 36,720 | 34,228 | 20,100 |
Allocation of revenue less FI Share and other third-party costs | 210,430 | 150,684 | 130,365 |
Net cash used in operating activities | 11,457 | (18,995) | (22,102) |
Net cash used in investing activities | $ (11,020) | $ (7,342) | $ (1,647) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | |||
Financial institution partners, payments to partners, not yet earned | $ 1,000 | ||
Decrease to FI share liability | (14,301) | $ (3,742) | $ (804) |
Financial Institution Share Commitment | |||
Loss Contingencies [Line Items] | |||
FI share commitment | $ 10,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Deferred FI Implementation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Financial Institution Costs [Roll Forward] | |||
Beginning balance | $ 15,877 | $ 13,625 | $ 8,451 |
Deferred costs | 0 | 9,250 | 10,900 |
Recoveries through FI Share | (4,625) | (5,380) | (4,100) |
Amortization | (2,869) | (1,618) | (1,626) |
Ending balance | $ 8,383 | $ 15,877 | $ 13,625 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Payments to FI Partners (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 3,915 |
2021 | 3,509 |
Total | $ 7,424 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2013USD ($)ft² | |
Property Subject to or Available for Operating Lease [Line Items] | ||||
Operating leases, rent expense | $ 3,000 | $ 3,000 | $ 3,000 | |
2019 | 3,040 | |||
2020 | 2,759 | |||
2021 | 2,808 | |||
2022 | 1,847 | |||
2023 | 1,807 | |||
Thereafter | 611 | |||
Total | $ 12,872 | |||
Corporate Headquarters, Atlanta, GA | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Lease, term of contract | 130 years | |||
Area of real estate property (sq ft) | ft² | 76,880 | |||
Tenant improvement allowance | $ 3,800 | |||
Total | $ 16,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 10,644 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,000 | 1,774 | 2,514 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 12 | 867 | 1,245 |
Common stock warrants | Series G’ Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 547 |
Redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 110 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,741 | 381 | 0 |
Restricted securities units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 37 |
Common stock issuable pursuant to the ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 7 | 36 | 0 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Capital expenditures | $ 8,277 | $ 5,920 | $ 1,215 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 2,000 | $ 100 |
SEGMENTS - Revenue by Segment (
SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Document Period End Date | Dec. 31, 2019 | ||
Adjusted contribution | $ 95,219 | $ 69,450 | $ 58,744 |
Plus: FI Share and other third-party costs | 115,211 | 81,234 | 71,621 |
Revenues | 210,430 | 150,684 | 130,365 |
Cardlytics Direct | |||
Segment Reporting Information [Line Items] | |||
Adjusted contribution | 95,219 | 69,364 | 55,184 |
Plus: FI Share and other third-party costs | 115,211 | 79,959 | 67,207 |
Revenues | 210,430 | 149,323 | 122,391 |
Other Platform Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted contribution | 0 | 86 | 3,560 |
Plus: FI Share and other third-party costs | 0 | 1,275 | 4,414 |
Revenues | $ 0 | $ 1,361 | $ 7,974 |
Accounts Receivable [Member] | Two Customer [Member] [Member] | Customer Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 11.00% |
SEGMENTS - Adjusted Contributio
SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | |||
Document Period End Date | Dec. 31, 2019 | ||
Adjusted contribution | $ 95,219 | $ 69,450 | $ 58,744 |
Non-cash equity expense included in FI Share | 0 | 2,519 | 0 |
Amortization of deferred FI implementation costs | 2,869 | 1,618 | 1,626 |
Delivery costs | 12,893 | 10,632 | 7,012 |
Sales and marketing expense | 43,828 | 41,878 | 31,927 |
Research and development expense | 11,699 | 16,210 | 12,150 |
General and administration expense | 36,720 | 34,228 | 20,100 |
Depreciation and amortization expense | 4,535 | 3,282 | 3,028 |
Total other expense | (181) | 12,125 | 2,542 |
Loss before income taxes | $ (17,144) | $ (53,042) | $ (19,641) |
SEGMENTS - Geographical Informa
SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Document Period End Date | Dec. 31, 2019 | ||
Revenues | $ 210,430 | $ 150,684 | $ 130,365 |
Property and equipment | 14,290 | 10,230 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 186,864 | 131,563 | 113,509 |
Property and equipment | 12,052 | 9,794 | |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 23,566 | 19,121 | $ 16,856 |
Property and equipment | 2,010 | 436 | |
INDIA | |||
Segment Reporting Information [Line Items] | |||
Property and equipment | $ 228 | $ 0 | |
Largest FI Partner Three [Member] [Member] | Supplier Concentration Risk [Member] | Financial Institution Partner [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 12.00% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consumer incentives, expense | $ 105,600 | $ 68,300 | $ 61,200 |
Revenue from Contract with Customer, Excluding Assessed Tax | 210,430 | 150,684 | 130,365 |
Cost per Served Sales [Member] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 143,754 | 101,087 | 81,830 |
Cost per Redemption [Member] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 63,295 | 43,389 | 33,822 |
Cost Other [Member] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,381 | $ 6,208 | $ 14,713 |
Concentration of Risk (Details)
Concentration of Risk (Details) - Financial Institution Partner [Member] - Supplier Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Largest FI Partner One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 36.00% | 64.00% | 63.00% |
Largest FI Partner Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 42.00% | 6.00% | |
Largest FI Partner Three [Member] [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 12.00% |
Uncategorized Items - cdlxform1
Label | Element | Value |
Adjustments to Additional Paid in Capital, Preferred Stock Warrant Conversion, Common Stock Warrant | cdlx_AdjustmentstoAdditionalPaidinCapitalPreferredStockWarrantConversionCommonStockWarrant | $ 196,594,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 1,735,000 |
Adjustments to Additional Paid in Capital, Preferred Stock Warrant Conversion, Common Stock Warrant | cdlx_AdjustmentstoAdditionalPaidinCapitalPreferredStockWarrantConversionCommonStockWarrant | 196,588,000 |
Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 6,000 |
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants | $ 0 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 10,643,000 |