
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices, including zip code) | |||
(Registrant's telephone, including area code) | |||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading symbol | Name of each exchange on which registered |
Emerging growth company | |
Exhibit | Exhibit Description | |
99.1 | ||
99.2 | ||
Cardlytics, Inc. | |||
Date: | March 3, 2020 | By: | /s/ David T. Evans |
David T. Evans | |||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||

• | Total revenue was $69.3 million, an increase of 44.9% year-over-year, compared to $47.8 million in the fourth quarter of 2018. |
• | Net income attributable to common stockholders was $3.4 million, or $0.12 per diluted share, based on 26.1 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(11.6) million, or $(0.53) per diluted share, based on 21.8 million weighted-average common shares outstanding in the fourth quarter of 2018. |
• | Non-GAAP net income was $5.2 million, or $0.18 per diluted share, based on 28.1 million non-GAAP weighted-average common shares outstanding, compared to a non-GAAP net loss of $(1.3) million, or $(0.06) per diluted share, based on 21.8 million non-GAAP weighted-average common shares outstanding in the fourth quarter of 2018. |
• | Billings, a non-GAAP metric, was $100.9 million, an increase of 43.7% year-over-year, compared to $70.2 million in the fourth quarter of 2018. |
• | Adjusted contribution, a non-GAAP metric, was $31.0 million, an increase of 40.4% year-over-year, compared to $22.1 million in the fourth quarter of 2018. |
• | Adjusted EBITDA, a non-GAAP metric, was a gain of $6.9 million, an increase of $6.6 million year-over-year, compared to a gain of $0.3 million in the fourth quarter of 2018. |
• | Total revenue was $210.4 million, an increase of 39.6%, compared to $150.7 million in 2018. |
• | Net loss attributable to common stockholders was $(17.1) million, or $(0.72) per diluted share, based on 23.7 million weighted-average common shares outstanding, compared to a net loss attributable to common stockholders of $(53.2) million, or $(2.79) per diluted share, based on 19.1 million weighted-average common shares outstanding in 2018. |
• | Non-GAAP net income was $(1.9) million, or $(0.08) per diluted share, based on 23.7 million non-GAAP weighted-average common shares outstanding, compared to a loss of $(14.8) million, or $(0.73) per diluted share, based on 20.2 million non-GAAP weighted-average common shares outstanding in 2018. |
• | Billings, a non-GAAP metric, was $316.1 million, an increase of 44.3%, compared to $219.0 million in 2018. |
• | Adjusted contribution, a non-GAAP metric, was $95.2 million, an increase of 37.1%, compared to $69.5 million in 2018. |
• | Adjusted EBITDA, a non-GAAP metric, was a gain of $6.1 million, an increase of $12.6 million, compared to a loss of $(6.6) million in 2018. |
• | Average FI MAUs in the quarter were 133.4 million, an increase of 60.3%, compared to 83.2 million in the fourth quarter of 2018. For full year 2019, average FI MAUs were 122.6 million, an increase of 88.6%, compared to 65.0 million in 2018. |
• | ARPU in the quarter was $0.52, a decrease of (8.8)%, compared to $0.57 in the fourth quarter of 2018. For full year 2019, ARPU was $1.72, an decrease of (25.1)%, compared to $2.30 in 2018. |
Q1 2020 Guidance | |
Billings(1) | $64.0 - $69.0 |
Revenue | $43.5 - $46.5 |
Adjusted contribution(2) | $19.0 - $20.5 |
Adjusted EBITDA(3) | ($4.5) - ($3.0) |
(1) | A reconciliation of billings to GAAP revenue on a forward-looking basis is presented below under the heading "Reconciliation of Forecasted GAAP Revenue to Billings." |
(2) | A reconciliation of adjusted contribution to GAAP gross profit on a forward-looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure. |
(3) | A reconciliation of adjusted EBITDA to GAAP net loss on a forward-looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure. |
December 31, | |||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 104,458 | $ | 39,623 | |||
Restricted cash | 129 | 20,247 | |||||
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 | |||
Liabilities and stockholders' equity | |||||||
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 revenue | 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 debt, net of current portion | 13 | 46,693 | |||||
Total liabilities | 81,046 | 101,788 | |||||
Stockholders’ equity: | |||||||
Common stock | 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’ equity | 143,267 | 51,975 | |||||
Total liabilities and stockholders’ equity | $ | 224,313 | $ | 153,763 | |||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | $ | 69,293 | $ | 47,819 | $ | 210,430 | $ | 150,684 | |||||||
Costs and expenses: | |||||||||||||||
FI Share and other third-party costs | 38,986 | 26,222 | 118,080 | 85,371 | |||||||||||
Delivery costs | 3,207 | 3,123 | 12,893 | 10,632 | |||||||||||
Sales and marketing expense | 12,370 | 13,963 | 43,828 | 41,878 | |||||||||||
Research and development expense | 2,958 | 3,766 | 11,699 | 16,210 | |||||||||||
General and administration expense | 9,162 | 10,742 | 36,720 | 34,228 | |||||||||||
Depreciation and amortization expense | 1,354 | 811 | 4,535 | 3,282 | |||||||||||
Total costs and expenses | 68,037 | 58,627 | 227,755 | 191,601 | |||||||||||
Operating income (loss) | 1,256 | (10,808 | ) | (17,325 | ) | (40,917 | ) | ||||||||
Non-operating income (expense): | |||||||||||||||
Interest income (expense), net | 312 | (269 | ) | (548 | ) | (3,264 | ) | ||||||||
Change in fair value of warrant liabilities, net | — | — | — | (6,760 | ) | ||||||||||
Other income (expense), net | 1,859 | (489 | ) | 729 | (2,101 | ) | |||||||||
Total non-operating income (expense) | 2,171 | (758 | ) | 181 | (12,125 | ) | |||||||||
Income (loss) before income taxes | 3,427 | (11,566 | ) | (17,144 | ) | (53,042 | ) | ||||||||
Income tax benefit | — | — | — | — | |||||||||||
Net income (loss) | 3,427 | (11,566 | ) | (17,144 | ) | (53,042 | ) | ||||||||
Adjustments to the carrying value of redeemable convertible preferred stock | — | — | — | (157 | ) | ||||||||||
Net income (loss) attributable to common stockholders | $ | 3,427 | $ | (11,566 | ) | $ | (17,144 | ) | $ | (53,199 | ) | ||||
Net income (loss) per share attributable to common stockholders, basic | $ | 0.13 | $ | (0.53 | ) | $ | (0.72 | ) | $ | (2.79 | ) | ||||
Net income (loss) per share attributable to common stockholders, diluted | $ | 0.12 | $ | (0.53 | ) | $ | (0.72 | ) | $ | (2.79 | ) | ||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Delivery costs | $ | 172 | $ | 162 | $ | 711 | $ | 633 | |||||||
Sales and marketing expense | 1,157 | 3,808 | 4,248 | 9,358 | |||||||||||
Research and development expense | 415 | 946 | 1,619 | 4,087 | |||||||||||
General and administration expense | 1,841 | 4,906 | 9,273 | 12,712 | |||||||||||
Total stock-based compensation expense | $ | 3,585 | $ | 9,822 | $ | 15,851 | $ | 26,790 | |||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net loss | $ | (17,144 | ) | $ | (53,042 | ) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 4,535 | 3,282 | |||||
Amortization of financing costs charged to interest expense | 95 | 282 | |||||
Accretion of debt discount and non-cash interest expense | — | 2,326 | |||||
Stock-based compensation expense | 15,851 | 26,790 | |||||
Change in the fair value of warrant liabilities, net | — | 6,760 | |||||
Other non-cash expense, net | 631 | 4,771 | |||||
Amortization and impairment of deferred FI implementation costs | 2,869 | 1,618 | |||||
Settlement of paid-in-kind interest | — | (8,353 | ) | ||||
Change in operating assets and liabilities: | |||||||
Accounts receivable | (26,018 | ) | (9,426 | ) | |||
Prepaid expenses and other assets | (2,224 | ) | (2,275 | ) | |||
Deferred FI implementation costs | — | (9,250 | ) | ||||
Recovery of deferred FI implementation costs | 4,625 | 5,380 | |||||
Accounts payable | (601 | ) | 911 | ||||
Other accrued expenses | 6,152 | 3,255 | |||||
FI Share liability | 14,301 | 3,742 | |||||
Customer Incentive liability | 8,385 | 4,234 | |||||
Net cash provided by (used in) operating activities | 11,457 | (18,995 | ) | ||||
Investing activities | |||||||
Acquisition of property and equipment | (8,277 | ) | (5,920 | ) | |||
Acquisition of patents | (31 | ) | (23 | ) | |||
Capitalized software development costs | (2,712 | ) | (1,399 | ) | |||
Net cash used in investing activities | (11,020 | ) | (7,342 | ) | |||
Financing activities | |||||||
Proceeds from issuance of debt | — | 47,435 | |||||
Principal payments of debt | (46,698 | ) | (52,581 | ) | |||
Proceeds from issuance of common stock | 91,216 | 72,334 | |||||
Equity issuance costs | (196 | ) | (1,949 | ) | |||
Debt issuance costs | (143 | ) | (48 | ) | |||
Net cash provided by financing activities | 44,179 | 65,191 | |||||
Effect of exchange rates on cash, cash equivalents and restricted cash | 101 | (246 | ) | ||||
Net increase in cash, cash equivalents and restricted cash | 44,717 | 38,608 | |||||
Cash, cash equivalents, and restricted cash — Beginning of period | 59,870 | 21,262 | |||||
Cash, cash equivalents, and restricted cash — End of period | $ | 104,587 | $ | 59,870 | |||
Three Months Ended December 31, | Change | Year Ended December 31, | Change | ||||||||||||||||||||||||||
2019 | 2018 | $ | % | 2019 | 2018 | $ | % | ||||||||||||||||||||||
Billings(1) | $ | 100,935 | $ | 70,216 | $ | 30,719 | 44 | % | $ | 316,053 | $ | 218,980 | $ | 97,073 | 44 | % | |||||||||||||
Consumer Incentives | 31,642 | 22,397 | 9,245 | 41 | 105,623 | 68,296 | 37,327 | 55 | |||||||||||||||||||||
Revenue | 69,293 | 47,819 | 21,474 | 45 | 210,430 | 150,684 | 59,746 | 40 | |||||||||||||||||||||
Adjusted FI Share and other third-party costs(1)(2)(3) | 38,290 | 25,740 | 12,550 | 49 | 115,211 | 81,234 | 33,977 | 42 | |||||||||||||||||||||
Adjusted contribution(1)(3) | $ | 31,003 | $ | 22,079 | $ | 8,924 | 40 | % | $ | 95,219 | $ | 69,450 | $ | 25,769 | 37 | % | |||||||||||||
(1) | Billings, adjusted FI share and other third-party costs and adjusted contribution are non-GAAP measures. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented below under the headings "Reconciliation of GAAP Revenue to Billings" and "Reconciliation of GAAP Gross Profit to Adjusted Contribution." |
(2) | Adjusted FI Share and other third-party costs excludes a non-cash equity expense included in FI Share and amortization of deferred FI implementation costs, as detailed below under the heading "Reconciliation of GAAP Gross Profit to Adjusted Contribution." |
(3) | Adjusted FI Share and other third-party costs and adjusted contribution 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. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | $ | 69,293 | $ | 47,819 | $ | 210,430 | $ | 150,684 | |||||||
Plus: | |||||||||||||||
Consumer Incentives | 31,642 | 22,397 | 105,623 | 68,296 | |||||||||||
Billings | $ | 100,935 | $ | 70,216 | $ | 316,053 | $ | 218,980 | |||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | $ | 69,293 | $ | 47,819 | $ | 210,430 | $ | 150,684 | |||||||
Minus: | |||||||||||||||
FI Share and other third-party costs(1) | 38,986 | 26,222 | 118,080 | 85,371 | |||||||||||
Delivery costs(2) | 3,207 | 3,123 | 12,893 | 10,632 | |||||||||||
Gross profit(1) | 27,100 | 18,474 | 79,457 | 54,681 | |||||||||||
Plus: | |||||||||||||||
Delivery costs(2) | 3,207 | 3,123 | 12,893 | 10,632 | |||||||||||
Non-cash equity expense included in FI Share(3) | — | — | — | 2,519 | |||||||||||
Amortization of deferred FI implementation costs(3) | 696 | 482 | 2,869 | 1,618 | |||||||||||
Adjusted contribution(1) | $ | 31,003 | $ | 22,079 | $ | 95,219 | $ | 69,450 | |||||||
(1) | FI Share and other third-party costs, gross profit and adjusted contribution 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. |
(2) | Stock-based compensation expense recognized in delivery costs totaled $0.2 million during the three months ended December 31, 2018 and 2019, respectively. Stock-based compensation expense recognized in delivery costs totaled $0.6 million and $0.7 million during the twelve months ended December 31, 2018 and 2019, respectively. |
(3) | Non-cash equity expense included in FI Share and amortization of deferred FI implementation costs are excluded from adjusted FI Share and other third party costs as shown below (in thousands): |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
FI Share and other third-party costs | $ | 38,986 | $ | 26,222 | $ | 118,080 | $ | 85,371 | |||||||
Minus: | |||||||||||||||
Non-cash equity expense included in FI Share | — | — | — | 2,519 | |||||||||||
Amortization of deferred FI implementation costs | 696 | 482 | 2,869 | 1,618 | |||||||||||
Adjusted FI Share and other third-party costs | $ | 38,290 | $ | 25,740 | $ | 115,211 | $ | 81,234 | |||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income (loss)(1) | $ | 3,427 | $ | (11,566 | ) | $ | (17,144 | ) | $ | (53,042 | ) | ||||
Plus: | |||||||||||||||
Income tax benefit | — | — | — | — | |||||||||||
Interest (income) expense net | (312 | ) | 269 | 548 | 3,264 | ||||||||||
Depreciation and amortization | 1,354 | 811 | 4,535 | 3,282 | |||||||||||
Stock-based compensation expense | 3,585 | 9,822 | 15,851 | 26,790 | |||||||||||
Foreign currency (gain) loss | (1,859 | ) | 490 | (781 | ) | 1,172 | |||||||||
Amortization of deferred FI implementation costs | 696 | 482 | 2,869 | 1,618 | |||||||||||
Loss on extinguishment of debt | — | — | 51 | 924 | |||||||||||
Change in fair value of warrant liability | — | — | — | 6,760 | |||||||||||
Non-cash equity expense included in FI Share | — | — | — | 2,519 | |||||||||||
Costs associated with financing events | — | — | 123 | 118 | |||||||||||
Adjusted EBITDA(1) | $ | 6,891 | $ | 308 | $ | 6,052 | $ | (6,595 | ) | ||||||
(1) | Net loss and adjusted EBITDA 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. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income (loss)(1) | $ | 3,427 | $ | (11,566 | ) | $ | (17,144 | ) | $ | (53,042 | ) | ||||
Plus: | |||||||||||||||
Stock-based compensation expense | 3,585 | 9,822 | 15,851 | 26,790 | |||||||||||
Foreign currency (gain) loss | (1,859 | ) | 490 | (781 | ) | 1,172 | |||||||||
Loss on extinguishment of debt | — | — | 51 | 924 | |||||||||||
Change in fair value of warrant liabilities | — | — | — | 6,760 | |||||||||||
Non-cash equity expense included in FI Share | — | — | — | 2,519 | |||||||||||
Costs associated with financing events | — | — | 123 | 118 | |||||||||||
Non-GAAP net income (loss)(1) | 5,153 | (1,254 | ) | (1,900 | ) | (14,759 | ) | ||||||||
Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: | |||||||||||||||
GAAP weighted-average common shares outstanding, diluted | 28,083 | 21,760 | 23,746 | 19,060 | |||||||||||
Weighted-average preferred shares, assuming conversion | — | — | — | 1,108 | |||||||||||
Non-GAAP weighted-average common shares outstanding, diluted | 28,083 | 21,760 | 23,746 | 20,168 | |||||||||||
Non-GAAP net income (loss) per share, diluted | $ | 0.18 | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.73 | ) | ||||
(1) | Net income (loss) and non-GAAP net income (loss) 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. |
Q1 2020 Guidance | |
Revenue | $43.5 - $46.5 |
Plus: | |
Consumer Incentives | $17.5 - $25.5 |
Billings | $64.0 - $69.0 |