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0001666071false00016660712022-08-022022-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2022
 
cdlx-20220802_g1.jpg
CARDLYTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-38386 26-3039436
(State or other jurisdiction of
incorporation or organization)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
675 Ponce de Leon Avenue NE, Suite 6000 Atlanta Georgia 30308
(Address of principal executive offices, including zip code)
(888) 798-5802
(Registrant's telephone, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock CDLX The Nasdaq Stock Market LLC
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 2, 2022, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2022, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
ITEM 7.01    OTHER EVENTS
On August 2, 2022, the Company is also posting a slide presentation on its website, which the Company will reference during the conference call described above.
A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing..
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits
Exhibit    Exhibit Description
99.1   
99.2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  Cardlytics, Inc.
     
Date: August 2, 2022 By: /s/ Andrew Christiansen
    Andrew Christiansen
   
Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-99.1 2 cdlx_form8-kx2022q2xex991.htm EX-99.1 Document
Exhibit 99.1
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Cardlytics Announces Second Quarter 2022 Financial Results
Atlanta, GA – August 2, 2022 – Cardlytics, Inc. (NASDAQ: CDLX), a digital advertising platform, today announced financial results for the second quarter ended June 30, 2022. Supplemental information is available on the Investor Relations section of Cardlytics' website at http://ir.cardlytics.com/.
“I am pleased with our growth in the first half of the year despite the growing pressure macro conditions are having on consumer spending and ad budgets,” said Lynne Laube, CEO & Co-Founder of Cardlytics. “We are also pleased with the progress we are seeing in the Bridg acquisition and expect to see further proof points in future quarters. The combination of the Cardlytics and Bridg data sets has us on the cusp of being able to scale the business beyond our core platform, while our focus on financial goals will allow us to control our own destiny moving forward.”
“We are committed to meeting our adjusted EBITDA and free cash flow goals in 2023, and we’re taking several proactive steps to reduce our cost structure in recognition of the lower-growth environment we are entering,” said Andy Christiansen, CFO of Cardlytics. “We expect year-over-year growth of approximately 10 to 15% in the back half of 2022, and I believe we can navigate a lower growth environment with minimal impact on the long-term prospects of the business.”
Second Quarter 2022 Financial Results
•Revenue was $75.4 million, an increase of 28% year-over-year, compared to $58.9 million in the second quarter of 2021.
•Billings, a non-GAAP metric, was $107.7 million, an increase of 26% year-over-year, compared to $85.3 million in the second quarter of 2021.
•Gross profit was $27.0 million, an increase of 16% year-over-year, compared to $23.2 million in the second quarter of 2021.
•Adjusted contribution, a non-GAAP metric, was $35.1 million, an increase of 19% year-over-year, compared to $29.6 million in the second quarter of 2021.
•Net loss attributable to common stockholders was $(126.3) million, or $(3.75) per diluted share, based on 33.6 million fully diluted weighted-average common shares, compared to a net loss attributable to common stockholders of $(47.3) million, or $(1.43) per diluted share, based on 33.0 million fully diluted weighted-average common shares in the second quarter of 2021.
•Non-GAAP net loss was $(21.7) million, or $(0.65) per diluted share, based on 33.6 million fully diluted weighted-average common shares, compared to non-GAAP net loss of $(12.8) million, or $(0.39) per diluted share, based on 33.0 million fully diluted weighted-average common shares in the second quarter of 2021.
•Adjusted EBITDA, a non-GAAP metric, was a loss of $(15.8) million compared to a loss of $(5.7) million in the second quarter of 2021.
Key Metrics
•Cardlytics MAUs were 179.9 million, an increase of 7%, compared to 167.6 million in the second quarter of 2021.
•Cardlytics ARPU was $0.38, an increase of 12%, compared to $0.34 in the second quarter of 2021.
•Bridg ARR was $21.8 million in the second quarter of 2022.
Definitions of MAUs, ARPU and ARR are included below under the caption “Non-GAAP Measures and Other Performance Metrics.
Earnings Teleconference Information
Cardlytics will discuss its second quarter 2022 financial results during a teleconference today, August 2, 2022, at 5:00 PM ET / 2:00 PM PT. A live dial-in will be available after registering at http://ir.cardlytics.com/. Shortly after the conclusion of the call, a replay of this conference call will be available through 8:00 PM ET on August 9, 2022 on the Cardlytics Investor Relations website at http://ir.cardlytics.com/. Following the completion of the call, a recorded replay of the webcast will be available on Cardlytics’ website.
About Cardlytics
Cardlytics (NASDAQ: CDLX) is a digital advertising platform. We partner with financial institutions to run their rewards programs that promote customer loyalty and deepen relationships. In turn, we have a secure view into where and when consumers are spending their money. We use these insights to help marketers identify, reach, and influence likely buyers at scale, as well as measure the true sales impact of marketing campaigns. Headquartered in Atlanta, Cardlytics has offices in London, New York, Los Angeles, San Francisco, Austin, Detroit and Visakhapatnam. Learn more at www.cardlytics.com.


Cautionary Language Concerning Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, future growth and achievement of long-range goals. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.
Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: risks related to the uncertain impacts that COVID-19 may have on our business, financial condition, results of operations; unfavorable conditions in the global economy and the industries that we serve; our quarterly operating results have fluctuated and may continue to vary from period to period; our ability to sustain our revenue growth and billings; risks related to the integration of Dosh, Bridg and Entertainment with our company; risks related to our substantial dependence on our Cardlytics platform; risks related to our substantial dependence on JPMorgan Chase Bank, National Association (“Chase”), Bank of America, National Association ("Bank of America"), Wells Fargo Bank, National Association (“Wells Fargo”) and a limited number of other financial institution (“FI”) partners; risks related to our ability to maintain relationships with Chase, Wells Fargo and Bank of America; the amount and timing of budgets by marketers, which are affected by budget cycles, economic conditions and other factors, including the impact of the COVID-19 pandemic; our ability to generate sufficient revenue to offset contractual commitments to FIs; our ability to attract new partners, including FI partners, and maintain relationships with bank processors and digital banking providers; our ability to maintain relationships with marketers; our ability to maintain relationships with marketers; our ability to adapt to changing market conditions, including our ability to adapt to changes in consumer habits, negotiate fee arrangements with new and existing partners and retailers, and develop and launch new services and features; and other risks detailed in the “Risk Factors” section of our Form 10-Q filed with the Securities and Exchange Commission on August 2, 2022 and in subsequent periodic reports that we file with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. 
The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Non-GAAP Measures and Other Performance Metrics
To supplement the financial measures presented in our press release and related conference call or webcast in accordance with generally accepted accounting principles in the United States (“GAAP”), we also present the following non-GAAP measures of financial performance: billings, adjusted contribution, adjusted EBITDA, adjusted Partner Share and other third party costs, non-GAAP net loss and non-GAAP net loss per share as well as certain other performance metrics, such as monthly active users (“MAUs”), average revenue per user (“ARPU”) and annualized recurring revenue ("ARR").
A “non-GAAP financial measure” refers to a numerical measure of our historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. We provide certain non-GAAP measures as additional information relating to our operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies.


We have presented billings, adjusted contribution, adjusted EBITDA, adjusted Partner Share and other third-party costs, non-GAAP net loss and non-GAAP net loss per share as non-GAAP financial measures in this press release. Billings represents the gross amount billed to customers and marketers for advertising campaigns in order to generate revenue. Cardlytics platform billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform billings is the same as Bridg platform GAAP revenue. We define adjusted contribution as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental marketing spend on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. We define adjusted EBITDA as our income (loss) before income taxes; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency loss (gain); deferred implementation costs; restructuring costs, acquisition and integration (benefit) costs, change in fair value of contingent consideration and goodwill impairment. We define adjusted Partner Share and other third-party costs as our Partner Share and other third-party costs excluding non-cash equity expense and amortization of deferred implementation costs. We define non-GAAP net loss as our net loss before stock-based compensation expense; foreign currency loss (gain); acquisition and integration (benefit) costs; amortization of acquired intangibles; change in fair value of contingent consideration; and restructuring costs. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net income (loss) in order to calculate adjusted EBITDA, adjusted contribution and non-GAAP net loss. We define non-GAAP net loss per share as non-GAAP net loss divided by weighted-average common shares outstanding, basic and diluted.
We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance.
We define MAUs as targetable customers or accounts that have logged in and visited online or mobile applications containing offers, opened an email containing an offer, or redeemed an offer from the Cardlytics platform during a monthly period. We then calculate a monthly average of these MAUs for the periods presented. We define ARPU as the total revenue generated in the applicable period calculated in accordance with GAAP, divided by the average number of MAUs in the applicable period. We define ARR as the annualized GAAP revenue of the final month in the period presented for the Bridg platform. ARR should not be considered in isolation from, or as an alternative to, revenue prepared in accordance with GAAP. We believe that ARR is an indicator of the Bridg platform’s ability to generate future revenue from existing clients.


CARDLYTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except par value amounts)
June 30, 2022 December 31, 2021
Assets
Current assets:
Cash and cash equivalents $ 157,038  $ 233,467 
Restricted cash 81  95 
Accounts receivable and contract assets, net 92,206  111,085 
Other receivables 4,955  6,097 
Prepaid expenses and other assets 9,658  7,981 
Total current assets 263,938  358,725 
Long-term assets:
Property and equipment, net 8,619  11,273 
Right-of-use assets under operating leases, net 10,304  10,196 
Intangible assets, net 121,047  125,550 
Goodwill 665,813  742,516 
Capitalized software development costs, net 16,680  13,131 
Other long-term assets, net 3,106  2,406 
Total assets $ 1,089,507  $ 1,263,797 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 2,810  $ 4,619 
Accrued liabilities:
Accrued compensation 9,634  12,136 
Accrued expenses 20,963  19,620 
Partner Share liability 42,176  46,595 
Consumer Incentive liability 42,923  52,602 
Deferred revenue 4,654  3,280 
Current operating lease liabilities 6,091  6,028 
Current contingent consideration 164,277  182,470 
Total current liabilities 293,528  327,350 
Long-term liabilities:
Convertible senior notes, net 225,314  184,398 
Deferred liabilities 98  173 
Long-term operating lease liabilities 6,382  6,801 
Long-term contingent consideration —  49,825 
Other long-term liabilities 28  4,550 
Total liabilities 525,350  573,097 
Stockholders’ equity:
Common stock, $0.0001 par value—100,000 shares authorized and 32,883 and 33,534 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.
 9  9 
Additional paid-in capital 1,163,126  1,212,823 
Accumulated other comprehensive income 5,580  486 
Accumulated deficit (604,558) (522,618)
Total stockholders’ equity 564,157  690,700 
Total liabilities and stockholders’ equity $ 1,089,507  $ 1,263,797 



CARDLYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands, except per share amounts)
  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2022 2021 2022 2021
Revenue $ 75,405  $ 58,853  $ 143,333  $ 112,083 
Costs and expenses:
Partner Share and other third-party costs 40,280  29,953  75,433  59,724 
Delivery costs 8,162  5,748  14,695  9,686 
Sales and marketing expense 21,983  17,063  39,631  30,265 
Research and development expense 13,581  8,934  25,872  15,152 
General and administration expense 20,984  16,888  41,409  29,063 
Acquisition and integration (benefit) costs 2,197  14,182  (2,401) 21,212 
Change in fair value of contingent consideration (2,968) 1,480  (68,018) 1,480 
Goodwill impairment 83,149  —  83,149  — 
Depreciation and amortization expense 10,356  8,833  20,227  11,898 
Total costs and expenses 197,724  103,081  229,997  178,480 
Operating loss (122,319) (44,228) (86,664) (66,397)
Other (expense) income:
Interest expense, net (879) (3,078) (1,826) (6,123)
Foreign currency (loss) gain (4,538) —  (6,208) 319 
Total other expense (5,417) (3,078) (8,034) (5,804)
Loss before income taxes (127,736) (47,306) (94,698) (72,201)
Income tax benefit 1,446  —  1,446  — 
Net loss (126,290) (47,306) (93,252) (72,201)
Net loss attributable to common stockholders $ (126,290) $ (47,306) $ (93,252) $ (72,201)
Net loss per share attributable to common stockholders, basic and diluted $ (3.75) $ (1.43) $ (2.77) $ (2.32)
Weighted-average common shares outstanding, basic and diluted 33,635  32,977  33,688  31,145 


CARDLYTICS, INC.
STOCK-BASED COMPENSATION EXPENSE (UNAUDITED)
(Amounts in thousands)
  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2022 2021 2022 2021
Delivery costs $ 914  $ 521  $ 1,496  $ 830 
Sales and marketing 3,633  3,655  7,337  6,087 
Research and development 4,247  2,448  7,451  3,962 
General and administration 4,048  6,713  10,143  9,706 
Total stock-based compensation $ 12,842  $ 13,337  $ 26,427  $ 20,585 





CARDLYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
  Six Months Ended
June 30,
  2022 2021
Operating activities
Net Loss $ (93,252) $ (72,201)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Credit loss expense 1,041  1,156 
Depreciation and amortization 20,227  11,898 
Amortization of financing costs charged to interest expense 790  448 
Accretion of debt discount and non-cash interest expense —  4,680 
Amortization of right-of-use assets 2,939  2,354 
Stock-based compensation expense 26,427  20,585 
Change in fair value of contingent consideration (68,018) 1,480 
Goodwill impairment 83,149  — 
Other non-cash expense (income), net 6,087  (279)
Deferred implementation costs —  1,612 
Change in operating assets and liabilities:
Accounts receivable 19,663  10,209 
Prepaid expenses and other assets (1,885) (1,896)
Accounts payable (1,821) 2,021 
Other accrued expenses (5,770) 2,021 
Partner Share liability (4,821) (8,768)
Consumer Incentive liability (9,679) (2,830)
Net cash used in operating activities (26,369) (27,510)
Investing activities
Acquisition of property and equipment (889) (1,790)
Acquisition of patents (57) (58)
Capitalized software development costs (6,083) (4,431)
Business acquisition, net of cash acquired (2,274) (494,131)
Net cash used in investing activities (9,303) (500,410)
Financing activities
Principal payments of debt (21) (11)
Proceeds from issuance of common stock 393  485,690 
Repurchase of common stock (40,000) — 
Deferred equity issuance costs —  (190)
Debt issuance costs (174) (86)
Net cash (used in) received from financing activities (39,802) 485,403 
Effect of exchange rates on cash, cash equivalents and restricted cash (969) (118)
Net decrease in cash, cash equivalents and restricted cash (76,443) (42,635)
Cash, cash equivalents, and restricted cash — Beginning of period 233,562  293,349 
Cash, cash equivalents, and restricted cash — End of period $ 157,119  $ 250,714 




CARDLYTICS, INC.
SUMMARY OF GAAP AND NON-GAAP RESULTS (UNAUDITED)
(Dollars in thousands)
  Three Months Ended
June 30,		 Change Six Months Ended
June 30,		 Change
  2022 2021 $ % 2022 2021 $ %
Billings(1)
 $ 107,744  $ 85,337  $ 22,407  26  % $ 205,969  $ 161,654  $ 44,315  27  %
Consumer Incentives 32,339  26,484  5,855  22  62,636  49,571  13,065  26 
Revenue 75,405  58,853  16,552  28  143,333  112,083  31,250  28 
Adjusted Partner Share and other third-party costs(1)
 40,280  29,223  11,057  38  75,433  58,112  17,321  30 
Adjusted contribution(1)
 35,125  29,630  5,495  19  67,900  53,971  13,929  26 
Delivery costs 8,162  5,748  2,414  42  14,695  9,686  5,009  52 
Deferred implementation costs —  730  (730) (100) —  1,612  (1,612) (100)
Gross profit $ 26,963  $ 23,152  $ 3,811  16  % $ 53,205  $ 42,673  $ 10,532  25  %
Net loss $ (126,290) $ (47,306) $ (78,984) (167) % $ (93,252) $ (72,201) $ (21,051) 29  %
Adjusted EBITDA(1)
 $ (15,785) $ (5,666) $ (10,119) (179) % $ (26,322) $ (9,610) $ (16,712) 174  %
(1)Billings, adjusted Partner Share and other third-party costs, adjusted contribution and adjusted EBITDA are non-GAAP measures. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented below under the headings "Reconciliation of GAAP Revenue to Billings", "Reconciliation of GAAP Gross Profit to Adjusted Contribution" and "Reconciliation of GAAP Net Loss to Adjusted EBITDA."




CARDLYTICS, INC.
RECONCILIATION OF GAAP REVENUE TO BILLINGS (UNAUDITED)
(Amounts in thousands)
Three Months Ended
June 30, 2022		 Three Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Revenue $ 69,270  $ 6,135  $ 75,405  $ 56,763  $ 2,090  $ 58,853 
Plus:
Consumer Incentives 32,339  —  32,339  26,484  —  26,484 
Billings $ 101,609  $ 6,135  $ 107,744  $ 83,247  $ 2,090  $ 85,337 

Six Months Ended
June 30, 2022		 Six Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Revenue $ 133,253  $ 10,080  $ 143,333  $ 109,993  $ 2,090  $ 112,083 
Plus:
Consumer Incentives 62,636  —  62,636  49,571  —  49,571 
Billings $ 195,889  $ 10,080  $ 205,969  $ 159,564  $ 2,090  $ 161,654 



CARDLYTICS, INC.
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION (UNAUDITED)
(Amounts in thousands)

Three Months Ended
June 30, 2022		 Three Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Revenue $ 69,270  $ 6,135  $ 75,405  $ 56,763  $ 2,090  $ 58,853 
Minus:
Partner Share and other third-party costs 39,403  877  40,280  29,890  63  29,953 
Delivery costs(1)
 6,311  1,851  8,162  4,837  911  5,748 
Gross profit 23,556  3,407  26,963  22,036  1,116  23,152 
Plus:
Delivery costs(1)
 6,311  1,851  8,162  4,837  911  5,748 
Deferred implementation costs(2)
 —  —  —  730  —  730 
Adjusted contribution $ 29,867  $ 5,258  $ 35,125  $ 27,603  $ 2,027  $ 29,630 
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.9 million and $0.5 million for the three months ended June 30, 2022 and 2021, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
Three Months Ended
June 30, 2022		 Three Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Partner Share and other third-party costs $ 39,403  $ 877  $ 40,280  $ 29,890  $ 63  $ 29,953 
Minus:
Deferred implementation costs —  —  —  730  —  730 
Adjusted Partner Share and other third-party costs $ 39,403  $ 877  $ 40,280  $ 29,160  $ 63  $ 29,223 



Six Months Ended
June 30, 2022		 Six Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Revenue $ 133,253  $ 10,080  $ 143,333  $ 109,993  $ 2,090  $ 112,083 
Minus:
Partner Share and other third-party costs 74,431  1,002  75,433  59,661  63  59,724 
Delivery costs(1)
 11,218  3,477  14,695  8,775  911  9,686 
Gross profit 47,604  5,601  53,205  41,557  1,116  42,673 
Plus:
Delivery costs(1)
 11,218  3,477  14,695  8,775  911  9,686 
Non-cash equity expense included in FI Share(2)
 —  —  —  —  —  — 
Deferred implementation costs(2)
 —  —  —  1,612  —  1,612 
Adjusted contribution $ 58,822  $ 9,078  $ 67,900  $ 51,944  $ 2,027  $ 53,971 
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled and $1.5 million and $0.8 million for the six months ended June 30, 2022 and 2021, respectively.
(2)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs as follows (in thousands):
Six Months Ended
June 30, 2022		 Six Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Partner Share and other third-party costs $ 74,431  $ 1,002  $ 75,433  $ 59,661  $ 63  $ 59,724 
Minus:
Deferred implementation costs —  —  —  1,612  —  1,612 
Adjusted Partner Share and other third-party costs $ 74,431  $ 1,002  $ 75,433  $ 58,049  $ 63  $ 58,112 




























CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA (UNAUDITED)
(Amounts in thousands)


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2022 2021 2022 2021
Net loss $ (126,290) $ (47,306) $ (93,252) $ (72,201)
Plus:
Income tax benefit (1,446) —  (1,446) — 
Interest expense - net 879  3,078  1,826  6,123 
Depreciation and amortization 10,356  8,833  20,227  11,898 
Stock-based compensation expense 12,842  13,337  26,427  20,585 
Foreign currency loss (gain) 4,538  —  6,208  (319)
Deferred implementation costs —  730  —  1,612 
Acquisition and integration costs (benefit) 2,197  14,182  (2,401) 21,212 
Change in fair value of contingent consideration (2,968) 1,480  (68,018) 1,480 
Goodwill impairment 83,149  —  83,149  — 
Restructuring costs 958  —  958  — 
Adjusted EBITDA $ (15,785) $ (5,666) $ (26,322) $ (9,610)

























CARDLYTICS, INC.
RECONCILIATION OF ADJUSTED CONTRIBUTION TO ADJUSTED EBITDA (UNAUDITED)
(Amounts in thousands)


Three Months Ended
June 30, 2022		 Three Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Adjusted Contribution $ 29,867  $ 5,258  $ 35,125  $ 27,603  $ 2,027  $ 29,630 
Minus:
Delivery costs 6,311  1,851  8,162  4,837  911  5,748 
Sales and marketing expense 20,908  1,075  21,983  16,665  398  17,063 
Research and development expense 11,936  1,645  13,581  8,481  453  8,934 
General and administration expense 21,232  (248) 20,984  16,454  434  16,888 
Stock-based compensation expense (13,944) 1,102  (12,842) (13,179) (158) (13,337)
Restructuring costs (958) —  (958) —  —  — 
Adjusted EBITDA $ (15,618) $ (167) $ (15,785) $ (5,655) $ (11) $ (5,666)



Six Months Ended
June 30, 2022		 Six Months Ended
June 30, 2021
  Cardlytics Platform Bridg Platform Consolidated Cardlytics Platform Bridg Platform Consolidated
Adjusted Contribution $ 58,822  $ 9,078  $ 67,900  $ 51,944  $ 2,027  $ 53,971 
Minus:
Delivery costs 11,218  3,477  14,695  9,686  —  9,686 
Sales and marketing expense 36,816  2,815  39,631  28,524  1,741  30,265 
Research and development expense 22,895  2,977  25,872  14,994  158  15,152 
General and administration expense 40,441  968  41,409  29,063  —  29,063 
Stock-based compensation expense (25,879) (548) (26,427) (20,585) —  (20,585)
Restructuring costs (958) —  (958) —  —  — 
Adjusted EBITDA $ (25,711) $ (611) $ (26,322) $ (9,738) $ 128  $ (9,610)















CARDLYTICS, INC.
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS
AND NON-GAAP NET LOSS PER SHARE (UNAUDITED)
(Amounts in thousands, except per share amounts)

  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2022 2021 2022 2021
Net loss $ (126,290) $ (47,306) $ (93,252) $ (72,201)
Plus:
Stock-based compensation expense 12,842  13,337  26,427  20,585 
Foreign currency loss 4,538  —  6,208  (319)
Acquisition and integration costs (benefit) 2,197  14,182  (2,401) 21,212 
Amortization of acquired intangibles 7,207  5,522  14,353  6,511 
Change in fair value of contingent consideration
 (2,968) 1,480  (68,018) 1,480 
Goodwill impairment 83,149  —  83,149  — 
Restructuring costs (958) —  (958) — 
Income tax benefit (1,446) —  (1,446) — 
Non-GAAP net loss $ (21,729) $ (12,785) $ (35,938) $ (22,732)
Weighted-average number of shares of common stock used in computing non-GAAP net loss per share:
Non-GAAP weighted-average common shares outstanding, diluted 33,635  32,977  33,688  31,145 
Non-GAAP net loss per share attributable to common stockholders, diluted $ (0.65) $ (0.39) $ (1.07) $ (0.73)









Contacts:

Public Relations:
Angie Amberg
Cardlytics, Inc.
aamberg@cardlytics.com

Investor Relations:
Robert Robinson
Corporate Development & IR
ir@cardlytics.com

EX-99.2 3 earnings_sdxq22022x08.htm EX-99.2 earnings_sdxq22022x08
CARDLYTICS Q2 2022 Earnings Presentation August 2, 2022

 
Disclaimer This presentation includes forward-looking statements. All statements contained in this presentation other than statements of historical facts, including statements regarding expectations about future financial performance or results of Cardlytics, Inc. (“Cardlytics,” “we,” “us,” or “our) including the potential benefits of our acquisitions of Dosh, Bridg and Entertainment, becoming cash flow positive by the second half of 2023, Bridg's future gross margin, the anticipated impact of our strategic initiatives to create shareholder value and growth in MAUs and ARPU are forward looking statements. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: risks related to the uncertain impacts that COVID-19 may have on our business, financial condition, results of operations; unfavorable conditions in the global economy and the industries that we serve; our quarterly operating results have fluctuated and may continue to vary from period to period; our ability sustain our revenue and billings growth; risks related the integration of Dosh, Bridg and Entertainment with our company; risks related to our substantial dependence on our Cardlytics platform product; risks related to our substantial dependence on JPMorgan Chase Bank, National Association (“Chase”), Bank of America, National Association (“Bank of America”), Wells Fargo Bank, National Association (“Wells Fargo”) and a limited number of other financial institution (“FI”) partners; risks related to our ability to maintain relationships with Chase, Bank of America and Wells Fargo; the amount and timing of budgets by marketers, which are affected by budget cycles, economic conditions and other factors, including the impact of the COVID-19 pandemic; our ability to generate sufficient revenue to offset contractual commitments to FIs; our ability to attract new partners, which include FI partners and merchant data partners, and maintain relationships with bank processors and digital banking providers; our ability to maintain relationships with marketers; our ability to adapt to changing market conditions, including our ability to adapt to changes in consumer habits, negotiate fee arrangements with new and existing partners and retailers, and develop and launch new services and features; and other risks detailed in the “Risk Factors” section of our Form 10-Q filed with the Securities and Exchange Commission on August 2, 2022. Although we believe that the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after the date of this presentation to conform these statements to actual results or revised expectations, except as required by law. In addition to U.S. GAAP financial information, this presentation includes billings, adjusted contribution, adjusted Partner Share and other third-party costs, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net loss and non-GAAP net loss per share, each of which is a non-GAAP financial measure. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Reconciliations of billings, adjusted contribution, adjusted Partner Share and other third-party costs, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net loss and non-GAAP net loss per share to the most directly comparable GAAP measures are included in the appendix to this presentation. Please see appendix for definitions.

 
01 Company overview

 
© 2021 Cardlytics 4 We power a native ad platform in our partners’ digital channels.

 
Cardlytics provides a scaled solution based on purchase intelligence 179M+ Monthly Active Users(1) $3.9T+ in Annual Spend(2) 1 in 2 U.S. Purchase Transactions(3) Distinctive benefits for marketers + Reach valuable banking customers + Operate in a brand-safe, privacy-protected, trusted digital channel + Market to the most valuable customers based on their actual spending + Drive in-store and online traffic + Closed-loop solution measures marketing results to the penny

 
Cardlytics is focused on five strategic initiatives to create shareholder value + Connecting 50% of MAUs to new Ad Server by end of 2022 + Increasing adoption by agency, middle market and SMB clients Drive long-term growth & operating leverage + Upgraded UI / UX for more content and better offer constructs, and engagement solutions to drive engagement and spend Ad Server and Ads Manager adoption + Delivering product-level offers across wider retail to provide advertisers enhanced flexibility and optionality Next-gen customer experience + Scaled product-level offers from leading brands with a friction-free customer experience Product & category offers + Becoming cash flow positive by the second half of 2023 with continued self-funding of growth initiatives Grocery & CPG at scale

 
02 Financial information & operating metrics

 
$20.4 $12.4 $19.7 $29.7 $24.3 $29.6 $31.6 $44.0 $32.8 $35.1 $45.5 $28.2 $46.1 $67.1 $53.2 $58.9 $65.0 $90.0 $67.9 $75.4 $67.8 $39.5 $62.1 $94.0 $76.3 $85.3 $98.4 $134.0 $98.2 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21 Q1 22 Q2 22 Trended consolidated results Q2 Adj. Contribution 18.5% y/y Q2 Revenue 28.1% y/y Q2 Billings 26.3% y/y Revenue Adj. Contribution(1) Billings(1) $107.7

 
Billings and adjusted contribution best reflect performance Billings Total in aggregate paid by marketers Consumer incentive Set by CDLX to achieve marketing objectives; can fluctuate based on desired outcome Enhanced consumer incentive Additional Consumer Incentives funded by our Partners GAAP revenue Recognized as Revenue; to be split between CDLX & our Partners Partner share Portion of Revenue shared with our Partners Adjusted contribution Amount retained by CDLX; net of Partner Share

 
Q2 2022 year-over-year consolidated results Consumer Incentives $26,484 $32,339 Adjusted Partner Share $40,280 $29,630 $35,125 BILLINGS REVENUE ADJ. CONTRIBUTION Adjusted Contribution 26.3% 28.1% 18.5% Q2 2021 Q2 2022 $29,223 Three Months Ended June 30 Change 2021 2022 $ % Billings(1) $85,337 $107,744 $22,407 26.3% Consumer Incentives 26,484 32,339 5,855 22.1% Revenue $58,853 $75,405 $16,552 28.1% Adjusted Partner Share and other third- party costs(1) 29,223 40,280 11,057 37.8% Adjusted contribution(1) $29,630 $35,125 $5,495 18.5% Delivery costs 5,748 8,162 2,414 42.0% Deferred implementation costs 730 - (730) (100.0%) Gross profit $23,152 $26,963 $3,811 16.5% Net loss ($47,306) ($126,290) ($78,984) (167.0%) Adjusted EBITDA(1) ($5,666) ($15,785) ($10,119) (178.6%)

 
Cardlytics platform advertiser spend by industry Advertising spend from agency accounts grew >35% during the second quarter of 2022 compared to the second quarter of 2021. Agency accounts represented >10% of total advertising spend during the second quarter of 2022 compared to >5% during the second quarter of 2021. vs 2021 vs 2020 vs 2019 2019 2020 2021 2022 Grocery & Gas > 195% > 1420% < 125% < 10% > 0% > 0% < 10% Restaurant < (20)% > 65% > 5% > 25% > 30% > 30% > 20% Retail > 20% > 160% < 35% < 35% > 30% < 35% < 35% T&E > 60% > 810% > (50)% > 20% < 5% < 10% < 10% Other > 20% > 1575% > (170)% < 0% < 5% > 0% > 0% DTC > 30% > 110% > 185% > 10% > 30% < 25% > 25% Three Months Ended June 30, % of Advertiser Spend Industry % Change Three Months Ended June 30,

 
Cardlytics platform engagement metrics(1) There may be variation in future quarters due to factors such as global economic events, bank launches, new advertisers with significant spend, and growth in nascent or new verticals. Monthly log-in days(2) show that MAUs logged in 10 days per month in Q2 2022 and Q2 2021. Offer activation rates(2) show higher rates for small-ticket, volume- heavy offers versus large-ticket and subscription offers. Campaign spend ratios(2) show Cardlytics currently targets a small proportion of total MAU spend. + As budgets increase and more advertisers come onto the platform, more spend from MAUs can be targeted with offers. + There remains considerable room to target larger audiences in light of existing MAU engagement levels. Campaign Spend Ratios by Industry Offer Activation Rates by Industry Q2 2021 Q2 2022 Q2 2021 Q2 2022 0.40% 0.37% 0.56% 0.15% 3.20% 0.98% 3.77% 0.77%0.61% 0.48% 1.10% 0.47% 2.36% 1.35% 0.31% 2.56% E-Comm Entertainment Grocery Other Restaurant Retail Subscription Travel 2.24% 3.37% 3.88% 2.73% 6.65% 2.74% 2.26% 4.03% 1.64% 1.82% 2.21% 1.74% 4.24% 1.75% 1.71% 3.81% E-Comm Entertainment Grocery Other Restaurant Retail Subscription Travel

 
Significant MAU increase precedes opportunity for expected billings growth and future ARPU expansion for the Cardlytics platform ARPU(1)MAUs(1) 140.8 157.2 161.6 163.6 168.6 167.6 170.6 175.4 178.5 179.9 $0.32 $0.18 $0.29 $0.41 $0.32 $0.34 $0.36 $0.49 $0.36 $0.38 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21 Q1 22 Q2 22

 
Bridg Gross Margin Bridg incurs higher expenses during onboarding + Processing of several years’ worth of historical data initially versus steady state processing of data on a daily basis + Implementation costs are also incurred upfront + New data lake and data warehouse costs + Data transfer costs + Custom set-up costs Increases in revenue over time + Clients progress from proof of concept to full user of the platform + Tiered pricing results in gradual revenue increases Margin improvement for company over time as more clients scale beyond proof of concept and data costs normalize Note: Gross margin estimates are for total Bridg platform Total Revenue Gross Margin Q2 22 3+ Year Growth 56.7% 75.0%

 
03 Appendix

 
Q2 2022 results Three Months Ended June 30, Change Six Months Ended June 30, Change 2022 2021 AMT % 2022 2021 AMT % Revenue $75,405 $58,853 $16,552 28.1% $143,333 $112,083 $31,250 27.9% Billings(1) 107,744 85,337 22,407 26.3% 205,969 161,654 44,315 27.4% Gross Profit 26,963 23,152 3,811 16.5% 53,203 42,673 10,530 24.7% Adjusted contribution(1) 35,125 29,630 5,495 18.5% 67,900 53,971 13,929 25.8% Net loss attributable to common stockholders (126,290) (47,306) (78,984) (167.0%) (93,252) (72,201) (21,051) 29.2% Net loss per share (EPS), basic and diluted ($3.75) ($1.43) ($2.32) (162.2%) ($2.77) ($2.32) ($0.45) 19.4% Adjusted EBITDA(1) ($15,785) ($5,666) ($10,119) (178.6%) ($26,322) ($9,610) ($16,712) 173.9% Adjusted EBITDA margin(1)(2) (20.9%) (9.6%) (11.3%) (117.4%) (18.4%) (8.6%) (9.8%) 114.2% Non-GAAP net loss(1) ($21,729) ($12,785) ($8,944) (70.0%) ($35,938) ($22,732) ($13,206) 58.1% Non-GAAP net loss per share(1) ($0.65) ($0.39) ($0.26) (65.6%) ($1.07) ($0.73) ($0.34) 46.6% Cardlytics MAUs (in millions) 179.9 167.6 12.3 7.3% 179.5 167.9 11.6 6.9% Cardlytics ARPU $0.38 $0.34 $0.04 11.8% $0.74 $0.66 $0.08 12.75% Bridg ARR $21,828 $12,511 $21,828 174.5% $21,828 $12,511 $21,828 174.5%

 
Reconciliation of GAAP revenue to billings Cardlytics Platform Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 $63,983 $69,270 Plus: Consumer Incentives 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 30,297 32,339 Billings $67,776 $39,521 $62,093 $93,965 $76,317 $83,247 $95,539 $130,610 $94,280 $101,609 Bridg Platform Revenue - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 Plus: Consumer Incentives - - - - - - - - - - Billings - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 Consolidated Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 $67,928 $75,405 Plus: Consumer Incentives 22,267 11,299 16,014 26,883 23,087 26,484 33,464 43,924 30,297 32,339 Billings $67,776 $39,521 $62,093 $93,965 $76,317 $85,337 $98,448 $133,973 $98,225 $107,744 Jun 30, 2022 Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Dec 31, 2021 Sept 30, 2021 Mar 31, 2022

 
Reconciliation of GAAP gross profit to adjusted contribution Cardlytics Platform Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $56,763 $62,075 $86,686 $63,986 $69,270 Minus: Partner Share and other third-party costs 26,138 16,811 27,971 38,388 29,771 29,890 33,929 47,274 35,027 39,403 Delivery costs 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 4,907 6,311 Gross Profit $15,965 $7,912 $14,610 $24,787 $19,521 $22,036 $23,369 $34,794 $24,049 $23,556 Plus: Delivery costs 3,406 3,499 3,498 3,907 3,938 4,837 4,777 4,618 4,907 6,311 Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - Adjusted contribution $20,379 $12,402 $19,749 $29,652 $24,341 $27,603 $28,877 $40,854 $28,956 $29,867 Bridg Platform Revenue - - - - - $2,090 $2,909 $3,363 $3,945 $6,135 Minus: Partner Share and other third-party costs - - - - - 63 161 185 126 877 Delivery costs - - - - - 911 1,613 1,809 1,626 1,851 Gross Profit - - - - - $1,116 $1,135 $1,369 $2,193 $3,407 Plus: Delivery costs - - - - - 911 1,613 1,809 1,626 1,851 Adjusted contribution - - - - - $2,027 $2,748 $3,178 $3,819 $5,258 Consolidated Revenue $45,509 $28,222 $46,079 $67,082 $53,230 $58,853 $64,984 $90,049 $67,928 $75,405 Minus: Partner Share and other third-party costs 26,138 16,811 27,971 38,388 29,771 29,953 34,090 47,459 35,153 40,280 Delivery costs 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 6,533 8,162 Gross Profit $15,965 $7,912 $14,610 $24,787 $19,521 $23,152 $24,504 $36,163 $26,242 $26,963 Plus: Delivery costs 3,406 3,499 3,498 3,907 3,938 5,748 6,390 6,427 6,533 8,162 Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - Adjusted contribution $20,379 $12,402 $19,749 $29,652 $24,341 $29,630 $31,625 $44,032 $32,775 $35,125 Jun 30, 2022 Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Sept 30, 2021 Jun 30, 2021 Dec 31, 2021 Mar 31, 2022

 
Reconciliation of GAAP partner share and other third-party costs to adjusted partner share and other third-party costs Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022Cardlytics Platform Partner Share and other third-party costs $26,138 $16,811 $27,971 $38,388 $29,771 $29,890 $33,929 $47,274 $35,027 $39,403 Minus: Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - Adjusted Partner Share and other third-party costs $25,130 $15,820 $26,330 $37,430 $28,889 $29,160 $33,198 $45,832 $35,027 $39,403 Bridg Platform Partner Share and other third-party costs - - - - - $63 $161 $185 $126 $877 Minus: Deferred implementation costs - - - - - - - - - - Adjusted Partner Share and other third-party costs - - - - - $63 $161 $185 $126 $877 Consolidated Partner Share and other third-party costs $26,138 $16,811 $27,971 $38,388 $29,771 $29,953 $34,090 $47,459 $35,153 $40,280 Minus: Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - Adjusted Partner Share and other third-party costs $25,130 $15,820 $26,330 $37,430 $28,889 $29,223 $33,359 $46,017 $35,153 $40,280

 
(Amounts in thousands) Reconciliation of GAAP net (loss) income to adjusted EBITDA Net (loss) income ($13,531) ($19,758) ($15,356) ($6,777) ($24,895) ($47,306) ($44,529) ($11,834) $33,038 ($126,290) Plus: Income tax benefit - - - - - - - (7,864) - (1,446) Interest expense (income), net (284) 10 283 3,039 3,045 3,078 3,193 3,247 947 879 Depreciation and amortization expense 2,331 1,545 1,933 2,017 3,065 8,833 8,375 9,598 9,871 10,356 Stock-based compensation expense 4,126 9,108 11,578 7,584 7,248 13,337 16,830 12,849 13,585 12,842 Foreign currency (gain) loss 1,886 8 (1,066) (2,377) (319) - 1,543 43 1,671 4,538 Deferred implementation costs 1,008 991 1,641 958 882 730 731 1,442 - - Costs associated with financing events - - - - - - - - - - Loss on extinguishment of debt - - - - - - - - - - Acquisition and integration costs (benefit) - - - - 7,030 14,182 1,714 1,446 (4,599) 2,197 Change in fair value of contingent consideration - - - - - 1,480 6,261 (6,367) (65,050) (2,968) Goodwill impairment - - - - - - - - - 83,149 Restructuring costs 482 403 391 47 - - 713 - - 958 Adjusted EBITDA ($3,982) ($7,693) ($987) $4,444 ($3,944) ($5,666) ($5,882) $2,560 ($10,537) ($15,785) Jun 30, 2022 Three Months Ended Dec 31, 2021 Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Sept 30, 2021 Jun 30, 2021 Mar 31, 2022

 
Reconciliation of adjusted contribution to adjusted EBITDA (Amounts in thousands) Three Months Ended Mar 31, 2020 Jun 30, 2020 Sept 30, 2020 Dec 31, 2020 Mar 31, 2021 Jun 30, 2021 Sept 30, 2021 Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Cardlytics Platform Adjusted Contribution $20,379 $12,402 $19,749 $19,749 $24,341 27602.9 $28,877 $40,854 $28,956 $29,867 Minus: Delivery costs 3,406 3,499 3,498 3,498 3,938 4,837 4,718 4,618 4,907 6,311 Sales and marketing expense 10,968 10,405 11,431 11,431 13,202 16,665 15,469 17,435 15,908 20,908 Research and development expense 3,851 3,966 4,627 4,627 6,218 8,481 10,163 10,531 10,960 11,936 General and administration expense 10,744 11,734 12,757 12,757 12,175 16,454 19,039 15,708 19,209 21,232 Stock-based compensation expense (4,126) (9,108) (11,578) (11,578) (7,248) (13,179) (15,627) (11,169) (11,935) (13,944) Restructuring costs (482) (403) (391) (391) - - (713) - - (958) Adjusted EBITDA ($3,982) ($7,691) ($595) ($595) ($3,944) ($5,656) ($4,172) $3,730 ($10,093) ($15,618) Bridg Platform Adjusted Contribution - - - - - $2,027 $2,748 $3,178 $3,819 $5,258 Minus: Delivery costs - - - - - 911 1,672 1,809 1,626 1,851 Sales and marketing expense - - - - - 398 1,264 1,564 1,740 1,075 Research and development expense - - - - - 453 978 1,280 1,331 1,645 General and administration expense - - - - - 434 1,034 1,376 1,216 (248) Stock-based compensation expense - - - - - (158) (1,203) (1,681) (1,650) 1,102 Restructuring costs - - - - - - - - - - Adjusted EBITDA - - - - - ($11) ($997) ($1,170) ($444) ($167) Consolidated Adjusted Contribution $20,379 $12,402 $19,749 $19,749 $24,341 $29,630 $31,625 $44,032 $32,775 $35,125 Minus: Delivery costs 3,406 3,499 3,498 3,498 3,938 5,748 6,390 6,427 6,533 8,162 Sales and marketing expense 10,968 10,405 11,431 11,431 13,202 17,063 16,733 18,998 17,648 21,983 Research and development expense 3,851 3,966 4,627 4,627 6,218 8,934 11,141 11,811 12,291 13,581 General and administration expense 10,744 11,734 12,757 12,757 12,175 16,888 20,073 17,085 20,425 20,984 Stock-based compensation expense (4,126) (9,108) (11,578) (11,578) (7,248) (13,337) (16,830) (12,849) (13,585) (12,842) Restructuring costs (482) (403) (391) (391) - - (713) - - (958) Adjusted EBITDA ($3,982) ($7,691) ($595) ($595) ($3,944) ($5,666) ($5,169) $2,560 ($10,537) ($15,785)

 
Reconciliation of GAAP net loss to non-GAAP net loss and non-GAAP net loss per share Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Net income (loss) ($128,228) ($47,306) ($95,190) ($72,201) Plus: Stock-based compensation expense 12,842 13,337 26,427 20,585 Foreign currency loss (gain) 4,538 - 6,208 (319) Acquisition and integration (benefit) costs 2,197 14,182 (2,401) 21,212 Amortization of acquired intangibles 7,207 5,522 14,353 6,511 Change in fair value of contingent consideration (2,968) 1,480 (68,018) 1,480 Goodwill impairment 85,087 - 85,087 - Restructuring costs (958) - (958) - Income tax benefit (1,446) - (1,446) - Non-GAAP net loss ($21,729) ($12,785) ($35,938) ($22,732) Weighted-average number of shares of common stock used in computing non-GAAP net loss per share: Weighted-average common shares outstanding, diluted 33,635 32,977 33,688 31,145 Non-GAAP net loss per share attributable to common stockholders, diluted ($0.65) ($0.39) ($1.07) ($0.73)

 
Definitions Adjusted contribution: We define adjusted contribution measures of the degree by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental marketing 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 Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. Adjusted EBITDA: We define adjusted EBITDA as our (loss) income before income taxes; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); deferred implementation costs; restructuring costs; acquisition and integration costs (benefit); and change in fair value of contingent considerations. Bridg ARR: We define ARR as the annualized GAAP revenue of the final month in the period presented for the Bridg platform. ARR should not be considered in isolation from, or as an alternative to, revenue prepared in accordance with GAAP. We believe that ARR is an indicator of the Bridg platform’s ability to generate future revenue from existing clients. Cardlytics ARPU: We define ARPU as the total Cardlytics platform revenue generated in the applicable period calculated in accordance with GAAP, divided by the average number of MAUs in the applicable period. Billings: Billings represents the gross amount billed to customers and marketers for advertising campaigns in order to generate revenue. Cardlytics platform billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform billings is the same as Bridg platform GAAP revenue. Campaign spend ratio: We define campaign spend ratio as the amount of spend from MAUs that is associated with the campaigns in which they were targeted with offers divided by the total amount of spend from MAUs in the industries in which MAUs were targeted with offers during the applicable period. Cardlytics MAUs: We define MAUs as targetable customers or accounts that have logged in and visited online or mobile applications containing offers, opened an email containing an offer, or redeemed an offer from the Cardlytics platform during a monthly period. We then calculate a monthly average of these MAUs for the periods presented. Monthly log-in days: We define monthly log-in days as the number of days in which MAUs logged in and visited the online or mobile banking applications of, or opened an email containing our offers from, our partners during a monthly period. We then calculate an average of the monthly log-in days for the periods presented. Non-GAAP net loss: We define non-GAAP net loss as our net loss before stock-based compensation expense; foreign currency (gain) loss; acquisition and integration (benefit) costs; amortization of acquired intangibles; change in fair value of contingent considerations; and restructuring costs. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain Partners are not added back to net loss in order to calculate adjusted EBITDA. Non-GAAP net loss per share: We define non-GAAP net loss per share as non-GAAP net loss divided by GAAP weighted-average common shares outstanding, diluted. Offer activation rate: We define offer activation rate as the total number of offers activated by MAUs divided by the total number of offers served to MAUs in the applicable period.

 
Industry and account definitions Segment Segment Constituents DTC Direct to consumer Entertainment Amusement Parks, Cinema/Video, Concerts/Theater, Gaming, Golf, Miscellaneous Recreation Services, Museums/Parks, Radio, Sporting & Sporting Venues/Other, Ticket Providers Grocery Convenience, Grocery Other Business Services, Financial Institutions, Gyms/Fitness, Home/ Maintenance, Online Education/ Distance Learning, Other Services, Salon/Spa Restaurant Banquet/Caterers, Bars/Night Clubs/Taverns, Fast Food/ Quick Serve, Full Service Restaurants, Quick Serve Light Fares Retail Accessories, Apparel, Auto Services and Products, Beauty Products/Cosmetics, Books/ Magazine, Child/ Infant Care, Drug Store/Pharmacy, General/Multi-Line, Home & Garden, Office Supplies, Other Retail, Pets, Shoes & Athletic Footwear, Specialty Gifts, Sporting & Outdoor Goods Subscription Bundled, Insurance/Real Estate, Internet, Phone, Professional Services, Television Travel Airlines, Car Rental, Cruise Lines, Gas Stations, Hotels/Lodging, Other Travel, Parking Services, Personal Transportation, Tour Operators/Agencies, Travel Aggregators and Agencies Exclusions Antique/Pawn, Charitable and Social Service Organizations, Courier/Freight/Storage, Gambling, Government, Lifestyle/ Social, Medical Services, Other Educational, Schools Merchants on the Cardlytics platform in which we interact with an advertising agency that we believe holds significant influence over the decision-making process as it relates to the design and management of advertising campaigns Agency Accounts