Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Period End Date | Mar. 31, 2021 | |
Entity Common Stock, Shares Outstanding (in shares) | 32,876,077 | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001666071 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38386 | |
Entity Registrant Name | CARDLYTICS, INC. | |
Entity Tax Identification Number | 26-3039436 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 30308 | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Entity Address, Address Line One | 675 Ponce de Leon Ave. NE, Ste 6000 | |
Local Phone Number | 792-5802 | |
City Area Code | (888) | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CDLX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 613,548 | $ 293,239 |
Restricted cash | 111 | 110 |
Accounts receivable, net | 75,334 | 81,249 |
Other receivables | 5,911 | 5,306 |
Prepaid expenses and other assets | 7,669 | 5,687 |
Total current assets | 702,573 | 385,591 |
Long-term assets: | ||
Property and equipment, net | 14,118 | 13,865 |
Operating Lease, Right-of-Use Asset | 10,810 | 10,764 |
Intangible assets, net | 78,981 | 447 |
Goodwill | 203,181 | 0 |
Capitalized software development costs, net | 7,788 | 6,299 |
Deferred implementation costs, net | 2,903 | 3,785 |
Other long-term assets, net | 2,681 | 1,786 |
Total assets | 1,023,035 | 422,537 |
Current liabilities: | ||
Accounts payable | 3,249 | 1,363 |
Accrued liabilities: | ||
Accrued compensation | 8,334 | 7,582 |
Accrued expenses | 8,714 | 5,502 |
Partner Share liability | 30,708 | 37,457 |
Consumer Incentive liability | 35,318 | 24,290 |
Deferred revenue | 259 | 349 |
Current operating lease liabilities | 5,448 | 4,718 |
Current finance lease liabilities | 7 | 13 |
Total current liabilities | 92,037 | 81,274 |
Long-term liabilities: | ||
Convertible senior notes, net | 176,540 | 174,011 |
Long-term operating lease liabilities | 8,887 | 9,381 |
Other long-term liabilities | 679 | 679 |
Total liabilities | 278,143 | 265,345 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value—100,000 shares authorized and 27,861 and 31,770 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively. | 8 | 8 |
Additional paid-in capital | 1,164,320 | 551,429 |
Accumulated other comprehensive income | (488) | (192) |
Accumulated deficit | (418,948) | (394,053) |
Total stockholders’ equity | 744,892 | 157,192 |
Total liabilities and stockholders’ equity | $ 1,023,035 | $ 422,537 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 53,230 | $ 45,509 |
Costs and expenses: | ||
Partner Share and other third-party costs | 29,771 | 26,138 |
Delivery costs | 3,938 | 3,406 |
Sales and marketing expense | 13,202 | 10,968 |
Research and development expense | 6,218 | 3,851 |
General and administration expense | 12,175 | 10,744 |
Acquisition and integration costs | 7,030 | 0 |
Depreciation and amortization expense | 3,065 | 2,331 |
Total costs and expenses | 75,399 | 57,438 |
Operating loss | (22,169) | (11,929) |
Other (expense) income: | ||
Interest income (expense), net | (3,045) | 284 |
Foreign currency (loss) gain | 319 | (1,886) |
Total other expense | (2,726) | (1,602) |
Loss before income taxes | (24,895) | (13,531) |
Income tax benefit | 0 | 0 |
Net loss | (24,895) | (13,531) |
Net loss attributable to common stockholders | $ (24,895) | $ (13,531) |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (0.85) | $ (0.51) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 29,313 | 26,725 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (24,895) | $ (13,531) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (296) | 1,297 |
Total comprehensive loss | $ (25,191) | $ (12,234) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 26,547 | ||||
Beginning balance at Dec. 31, 2019 | $ 143,267 | $ 8 | $ 480,578 | $ 1,312 | $ (338,631) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 161 | ||||
Exercise of common stock options | 3,145 | 3,145 | |||
Stock-based compensation | 4,180 | 4,180 | |||
Settlement of restricted stock (in shares) | 107 | ||||
Other comprehensive loss | 1,297 | 1,297 | |||
Net loss | (13,531) | (13,531) | |||
Ending balance (in shares) at Mar. 31, 2020 | 26,824 | ||||
Ending balance at Mar. 31, 2020 | 138,358 | $ 8 | 487,903 | 2,609 | (352,162) |
Beginning balance (in shares) at Dec. 31, 2020 | 27,861 | ||||
Beginning balance at Dec. 31, 2020 | $ 157,192 | $ 8 | 551,429 | (192) | (394,053) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 31 | 31 | |||
Exercise of common stock options | $ 507 | 507 | |||
Stock-based compensation | 7,394 | 7,394 | |||
Settlement of restricted stock (in shares) | 28 | ||||
Issuance of common stock (in shares) | 3,850 | ||||
Issuance of common stock | 484,043 | 484,043 | |||
Common stock purchase consideration for the acquisition of Dosh | 117,354 | 117,354 | |||
Fair value of assumed Dosh options attributable to pre-combination service | 3,593 | 3,593 | |||
Other comprehensive loss | (296) | (296) | |||
Net loss | (24,895) | (24,895) | |||
Ending balance (in shares) at Mar. 31, 2021 | 31,770 | ||||
Ending balance at Mar. 31, 2021 | $ 744,892 | $ 8 | $ 1,164,320 | $ (488) | $ (418,948) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (24,895,000) | $ (13,531,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Credit loss expense | 1,004,000 | 1,477,000 |
Depreciation and amortization | 3,065,000 | 2,349,000 |
Amortization of financing costs charged to interest expense | 219,000 | 24,000 |
Accretion of debt discount and non-cash interest expense | 2,321,000 | 0 |
Amortization of right-of-use assets | 1,073,000 | 879,000 |
Termination of U.K. agreement expense | 7,248,000 | 4,125,000 |
Other non-cash expense (income), net | (141,000) | 1,905,000 |
Amortization of deferred implementation costs | 882,000 | 1,008,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | 7,867,000 | 22,149,000 |
Prepaid expenses and other assets | (1,845,000) | (509,000) |
Accounts payable | 495,000 | 252,000 |
Other accrued expenses | 996,000 | (6,988,000) |
Partner Share liability | (6,749,000) | (10,908,000) |
Consumer Incentive liability | (4,072,000) | (5,638,000) |
Net cash used in operating activities | (12,532,000) | (3,406,000) |
Investing activities | ||
Acquisition of property and equipment | (1,377,000) | (492,000) |
Acquisition of patents | (28,000) | (23,000) |
Capitalized software development costs | (1,923,000) | (922,000) |
Business acquisition, net of cash acquired | (148,634,000) | 0 |
Net cash used in investing activities | (151,962,000) | (1,437,000) |
Financing activities | ||
Principal payments of debt | (6,000) | (6,000) |
Proceeds from issuance of common stock | 484,713,000 | 3,145,000 |
Debt issuance costs | 42,000 | 0 |
Net cash received from financing activities | 484,665,000 | 3,139,000 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 139,000 | (588,000) |
Net increase in cash, cash equivalents and restricted cash | 320,310,000 | (2,292,000) |
Cash, cash equivalents, and restricted cash — Beginning of period | 293,349,000 | 104,587,000 |
Cash, cash equivalents, and restricted cash — End of period | 613,659,000 | 102,295,000 |
Total cash, cash equivalents and restricted cash — End of period | 613,659,000 | 102,295,000 |
Supplemental schedule of non-cash investing and financing activities: | ||
Cash paid for interest | 1,120,000 | 16,000 |
Cash paid for income taxes | 0 | 0 |
Amounts accrued for issuance costs of equity | 190,000 | 0 |
Common stock purchase consideration for the acquisition of Dosh | $ 117,354,000 | $ 0 |
OVERVIEW OF BUSINESS AND BASIS
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION | OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION Cardlytics, Inc. (“we,” “our,” “us,” the “Company,” or “Cardlytics”) is a Delaware corporation and was formed on June 26, 2008. We operate an advertising platform within our partners' digital channels, which include online, mobile, email, mobile applications, and various real-time notifications. Our partners predominantly include financial institution ("FI") partners which provide us with access to their anonymized purchase data and digital banking customers. By applying advanced analytics to this aggregation of purchase data, we make it actionable, helping marketers identify, reach and influence likely buyers at scale, and measure the true sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including retail, restaurant, travel and entertainment, telecommunications, subscription services, direct-to-consumer and grocery. Using our purchase intelligence we present customers with offers to save money at a time when they are thinking of their finances. We also operate through Dosh Holdings, LLC, a wholly owned and operated subsidiary in the United States, through Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales, and through Cardlytics Services India Private Limited, a wholly owned and operated subsidiary registered as a private limited company in India. Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2020. Acquisition of Dosh On March 5, 2021, we completed the acquisition of Dosh Holdings, Inc., a personalized cash-back offers platform ("Dosh”). The Company acquired Dosh for purchase consideration of $276.9 million in a combination of cash and common stock. The total purchase price consisted of $150.0 million of cash, subject to $5.9 million of adjustments and escrows; and $125.0 million of shares of our common stock at an agreed-upon price of $136.33 per share, subject to $7.6 million of fair value adjustments based upon our close date, for an acquisition date fair value of $117.4 million. In addition, we assumed unvested options to purchase Dosh’s common stock and attributed $3.6 million of their fair value to the pre-combination service period. Refer to Note 3 - Business Combinations to our condensed consolidated financial statements for further information. Public Offering of Common Stock On March 5, 2021, we closed a public equity offering in which we sold 3,850,000 shares of common stock at a public offering price of $130.00 per share for total gross proceeds of $500.5 million. We received total net proceeds of $484.0 million after deducting underwriting discounts and commissions of $16.3 million and offering costs of $0.2 million. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh, income tax valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates. Internal-Use Software Development Costs During 2019, we began capitalizing costs related to the development of new technology for building and launching marketing campaigns. In March 2020, we redesigned certain elements of this project and wrote off development costs totaling $0.8 million recognized in depreciation and amortization expense on our condensed consolidated statement of operations. Restructuring During the first quarter of 2020, we began a strategic shift within our organization to increase productivity and optimize performance. This plan resulted in severance and medical benefits totaling $0.5 million for the three months ended March 31, 2020. We recognize these costs when we determine the extent of our actions and can estimate the costs. These charges are reflected in sales and marketing on our condensed consolidated statement of operations for the three months ended March 31, 2020. No severance and medical benefits were paid to former employees as of March 31, 2020. Impacts of COVID-19 Pandemic The COVID–19 pandemic resulted in a global slowdown of economic activity that decreased demand for a broad variety of goods and services and consumer discretionary spending, including spending by consumers with our marketers. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. Actual results could differ from those estimates and any such differences may be material to our financial statements. |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Significant Accounting Policies Business Combinations We apply the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. We allocate the purchase consideration to the net tangible and identifiable intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. Acquired Intangible Assets and Goodwill Acquired intangible assets consist of identifiable intangible assets resulting from our business acquisition. Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. Goodwill represents the purchase consideration of an acquired business that exceeds the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment by reporting unit annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant d ecrease in expected cash flows. No impairment charges were recorded during the three months ended March 31, 2021. Recently Adopted Accounting Pronouncements There have been no changes to our accounting policies except for the significant policies noted above arising from our acquisition of Dosh. These unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare our audited annual consolidated financial statements for the year ended December 31, 2020, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”) , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. ASU 2020-06 also improves and amends the related Earnings Per Share guidance for both Subtopics. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 will be effective for annual reporting periods beginning after December 15, 2021. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $276.9 million. March 5, 2021 (in thousands) Cash paid to common and preferred stockholders, warrant holders and vested option holders $ 136,164 Cash paid to extinguish acquiree debt 16,574 Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 3,218 Fair value of common stock transferred 117,354 Fair value of assumed options attributable to pre-combination service 3,593 Total purchase consideration $ 276,903 During the three months ended March 31, 2021 we incurred $7.0 million of costs in connection with the acquisition of Dosh and the planned acquisition of Bridg. These costs are included in acquisition and integration costs on our condensed consolidated statements of operations. Acquisition costs primarily represent diligence efforts, advisory costs, and transaction fees. Integration costs primarily represent integration employee compensation, change management and other advisors, and technology-related costs. The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date with the remaining amount recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands): March 5, 2021 Cash and cash equivalents $ 7,323 Accounts receivable and other assets 6,146 Intangible assets 79,500 Goodwill 203,181 Accounts payable and other liabilities (4,146) Consumer incentive liability (15,101) Total purchase consideration $ 276,903 The goodwill was primarily attributed to the value of future growth expected from the labor force of Dosh and of synergies created with the Company’s current and future offerings. Goodwill is not expected to be deductible for income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands): Fair Value Useful life (in years) Trade name $ 2,500 3.0 Developed technology 37,000 6.0 Merchant relationships 21,000 5.0 Partner relationships 2,000 7.0 Card-linked subscriber user base $ 17,000 5.0 The estimated fair values of merchant relationships, partner relationships, and the card-linked subscriber user base were determined using the replacement cost method and lost profits, which required us to estimate the costs to recreate an asset of equivalent utility at prices available at the time of the valuation analysis and the lost profits over the period of time to recreate the asset. Trade names were valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related brand, the appropriate royalty rate and the weighted-average cost of capital. Developed technology was valued using the excess earnings method, an income approach. Under the excess earnings method, the fair value of an intangible asset is equal to the present value of the asset’s projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. The results of Dosh have been included in the consolidated financial statements since the date of acquisition. For three months ended March 31, 2021, Dosh’s consolidated revenue and net loss included in the consolidated statement of operations from the acquisition date were $0.5 million and $2.4 million, respectively Pro forma consolidated results of operations The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisition of Dosh had completed on January 1, 2020. The pro forma information includes adjustments to depreciation expense for property and equipment acquired, to amortize expense for the intangible assets acquired, and to eliminate the acquisition transaction expenses recognized in the period. The pro forma financial information is for informational purposes only and is not necessarily indicative of the consolidated results of operations or the combined business had the acquisition of Dosh actually occurred on January 1, 2020, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Three Months Ended 2020 2021 Revenue $ 47,653 $ 57,019 Net loss $ (23,886) $ (29,283) |
GOODWILL AND ACQUIRED INTANGIBL
GOODWILL AND ACQUIRED INTANGIBLES | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND ACQUIRED INTANGIBLES | GOODWILL AND ACQUIRED INTANGIBLES The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows (in thousands): Balance as of December 31, 2020 $ — Goodwill additions 203,181 Balance as of March 31, 2021 $ 203,181 Other intangible assets subject to amortization as of March 31, 2021 were as follows: Cost Accumulated Amortization Net Weighted Average (in thousands) (in years) Trade name $ 2,500 $ (59) $ 2,441 3.0 Developed technology 37,000 (475) 36,525 6.0 Merchant relationships 21,000 (285) 20,715 5.0 Partner relationships 2,000 (20) 1,980 7.0 Card-linked subscriber user base $ 17,000 (150) $ 16,850 5.0 |
REVENUE (Notes)
REVENUE (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUEOur advertising channel enables marketers to reach consumers through our partners' trusted and frequently visited online and mobile platform channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these consumer incentives to our partners’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $22.3 million and $23.1 million during the three months ended March 31, 2020 and 2021, respectively. We pay certain partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to partners’ customers and certain third-party data costs ("Partner Share"). Revenue on our condensed consolidated statements of operation is presented net of Consumer Incentives and gross of Partner Share. Prior to March 31, 2021, we referred to Partner Share as FI Share. We price our advertising campaigns predominantly in two ways: (1) Cost per Served Sale (“CPS”), and (2) Cost per Redemption (“CPR”). • CPS. Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage of all purchases from the marketer by consumers (1) who are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive. We set CPS rates for marketers based on our expectation of the marketer’s return on advertising spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. • CPR. Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate. We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign. The following table summarizes revenue by pricing model (in thousands): Three Months Ended 2020 2021 Cost per Served Sale $ 30,846 $ 37,572 Cost per Redemption 14,068 15,307 Other 595 351 Revenue $ 45,509 $ 53,230 |
LEASES (Notes)
LEASES (Notes) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | LEASES We have entered into various non-cancellable operating leases for our office and data center spaces with lease periods expiring between 2021 and 2025. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. We consider a termination or renewal option in the determination of the lease term when it is reasonably certain that we will exercise that option. Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Our operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. Leases with a term of one year or less are not recognized on our condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. During the first quarter of 2021, we recognized additional right-of-use assets and lease liabilities of $1.1 million and $1.5 million, respectively, which includes $0.2 million of new lease agreements related to data center expansion. Additionally, right-of-use assets and lease liabilities of $0.9 million and $1.3 million, respectively, were recorded upon the acquisition of Dosh and assumption of Dosh's existing lease agreements. During the three months ended March 31, 2020 and 2021, we made cash payments of $0.9 million and $1.4 million, respectively, for operating leases which are included in cash flows used in operating activities in our condensed consolidated statement of cash flows. The following table summarizes activity related to our leases (in thousands): Three Months Ended March 31, 2020 2021 Operating lease expense $ 1,027 $ 1,191 Variable lease expense 297 200 Short-term lease expense 112 25 The following table presents our weighted average borrowing rate and weighted average lease term: March 31, 2020 March 31, 2021 Weighted average borrowing rate 3.4 % 3.4 % Weighted average remaining lease term (years) 4.0 3.0 |
Lessee, Finance Leases [Text Block] | LEASES We have entered into various non-cancellable operating leases for our office and data center spaces with lease periods expiring between 2021 and 2025. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. We consider a termination or renewal option in the determination of the lease term when it is reasonably certain that we will exercise that option. Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Our operating leases typically include non-lease components such as common-area maintenance costs. We have elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. Leases with a term of one year or less are not recognized on our condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. During the first quarter of 2021, we recognized additional right-of-use assets and lease liabilities of $1.1 million and $1.5 million, respectively, which includes $0.2 million of new lease agreements related to data center expansion. Additionally, right-of-use assets and lease liabilities of $0.9 million and $1.3 million, respectively, were recorded upon the acquisition of Dosh and assumption of Dosh's existing lease agreements. During the three months ended March 31, 2020 and 2021, we made cash payments of $0.9 million and $1.4 million, respectively, for operating leases which are included in cash flows used in operating activities in our condensed consolidated statement of cash flows. The following table summarizes activity related to our leases (in thousands): Three Months Ended March 31, 2020 2021 Operating lease expense $ 1,027 $ 1,191 Variable lease expense 297 200 Short-term lease expense 112 25 The following table presents our weighted average borrowing rate and weighted average lease term: March 31, 2020 March 31, 2021 Weighted average borrowing rate 3.4 % 3.4 % Weighted average remaining lease term (years) 4.0 3.0 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT AND FINANCING ARRANGEMENTS 2020 Convertible Senior Notes On September 22, 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in 2025 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 22, 2020 (the “Indenture”), between us and U.S. Bank National Association, as trustee. The net proceeds from this offering were $222.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used $26.5 million of the net proceeds to pay the cost of the capped call transactions described below. The Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. Cash paid for interest on the Notes totaled $1.1 million during the three months ended March 31, 2021. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate for the Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. The closing trading price of our common stock was in excess of 130% of the conversion price for more than 20 trading days during the preceding 30 consecutive trading days as of March 31, 2021, thus making the Notes convertible at the option of the holders during the quarter ending June 30, 2021. The Notes may be convertible thereafter if one or more of the conversion conditions is satisfied during future measurement periods. On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. We currently intend to settle the principal amount of the Notes with cash. The conversion rate for the Notes will initially be 11.7457 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $85.14 per share of common stock. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the Indenture), as the case may be. We may not redeem the Notes prior to September 20, 2023. We may redeem for cash all or any portion of the Notes, at our option, on or after September 20, 2023 and prior to the 36th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If we elect to redeem less than all of the Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. If we undergo a Fundamental Change (as defined in the Indenture), then, except as set forth in the Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture: • default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days; • default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise; • failure by us to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three • failure by us to give a fundamental change notice, notice of a make-whole fundamental change or notice of a specified corporate event, in each case when due and such failure continues for one • failure by us to comply with its obligations in respect of any consolidation, merger or sale of assets; • failure by us to comply with any of our other agreements in the Notes or the Indenture for 60 days after written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding; • default by us or any of our significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent), in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and • certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries. If certain bankruptcy and insolvency-related events of default with respect to us occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to us, occurs and is continuing, the trustee by notice to us or the holders of at least 25% in principal amount of the outstanding Notes by notice to us and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent we so elect, the sole remedy for an event of default relating to certain failures by us to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default, as long as such event of default is continuing (in addition to any additional interest that may accrue as a result of a registration default (as set forth in the Indenture). The Indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of our subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of our direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture. The Notes are accounted for in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options . Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component of the instrument was computed using a discount rate of 6.50%, which was determined by estimating the fair value of a similar liability without the conversion option. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values. The net carrying amount of the liability component of the Notes was as follows (in thousands): March 31, 2021 Principal $ 230,000 Minus: Unamortized debt discount (48,288) Minus: Unamortized issuance costs (5,172) Net carrying amount of the liability component $ 176,540 The net carrying amount of the equity component of the Notes was as follows (in thousands): March 31, 2021 Proceeds allocated to the conversion options (debt discount) $ 53,096 Minus: Issuance costs (1,680) Net carrying amount of the equity component $ 51,416 Interest expense recognized related to the Notes is as follows (in thousands): Three Months Ended March 31, 2021 Contractual interest expense (due in cash) $ 575 Amortization of debt discount 2,321 Amortization of debt issuance costs 207 Total interest expense related to the Notes $ 3,103 Capped Call Transactions In connection with the issuance of the Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial Note purchasers and certain other financial institutions. The Capped Calls are intended to reduce potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be. The Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The cost of $26.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet. The Capped Calls each have an initial strike price of $85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $128.51 per share, subject to certain adjustments. 2018 Loan Facility In December 2020, we amended our loan facility with Pacific Western Bank ("2018 Loan Facility") to increase the capacity of our asset-backed revolving line of credit ("2018 Line of Credit") from $40.0 million to $50.0 million. This amendment also extended the maturity date of the 2018 Loan Facility from May 14, 2021 to December 31, 2022. Prior to the December 2020 amendment, the 2018 Loan Facility contained moving trailing 12-month billing covenants, which ranged from $210.0 million to $255.0 million, during the term of the facility. The former terms of the 2018 Loan Facility also required us to maintain a total cash balance plus liquidity under the 2018 Line of Credit of not less than $5.0 million. Effective with the December 2020 amendment, the former billings and liquidity covenants were removed and were replaced with a requirement to maintain a cash to funded senior debt ratio under the 2018 Line of Credit of 1.25:1.00. We have made no borrowings or repayments on the 2018 Line of Credit during the three months ended March 31, 2021. As of March 31, 2021, we had no outstanding borrowings on our 2018 Line of Credit and had $50.0 million of unused borrowings available. Under the terms of the 2018 Line of Credit, we are able to borrow up to the lesser of $50.0 million or 85% of the amount of our eligible accounts receivable. Interest on advances bears an interest rate equal to the prime rate minus 0.50%, or 2.75% as of March 31, 2021. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the $50.0 million revolving commitment. We believe that we compliant with all financial covenants as of March 31, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Our board of directors has adopted and our stockholders have approved our 2018 Equity Incentive Plan ("2018 Plan"). Our 2018 Plan became effective on February 8, 2018, the date our registration statement in connection with our initial public offering ("IPO") was declared effective. We do not expect to grant any additional awards under our 2008 Stock Plan ("2008 Plan"). Any awards granted under the 2008 Plan will remain subject to the terms of our 2008 Plan and applicable award agreements. Initially, the aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2018 Plan is the sum of (i) 1,875,000 shares plus (ii) 61,247 shares reserved, and remaining available for issuance, under our 2008 Plan at the time our 2018 Plan became effective and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Plan that would have otherwise returned to our 2008 Plan (such as upon the expiration or termination of a stock award prior to vesting). As of December 31, 2020, there were 1,222,316 shares of our common stock reserved for issuance under our 2018 Plan. The number of shares of our common stock reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 Plan increased by 1,393,040 shares on January 1, 2021. The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations (in thousands): Three Months Ended 2020 2021 Delivery costs $ 175 $ 309 Sales and marketing expense 1,269 2,432 Research and development expense 603 1,514 General and administration expense 2,078 2,993 Total stock-based compensation expense $ 4,125 $ 7,248 During the three months ended March 31, 2020 and 2021 we capitalized less than $0.1 million and $0.1 million of stock-based compensation expense for software development, respectively. Common Stock Options Options to purchase shares of common stock generally vest over four Shares Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding — December 31, 2020 513 $ 23.91 Granted — — Exercised (31) 16.11 $ 3,734 Forfeited — — Canceled — — Options outstanding — March 31, 2021 482 24.42 5.51 $ 41,043 Exercisable — March 31, 2021 471 $ 24.38 5.53 $ 40,220 (1) For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at March 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $109.70 per share closing price of our common stock as reported on the Nasdaq Global Market on March 31, 2021, that would have been received by option holders had all in-the-money options been exercised on that date. The total fair value of options vested during the three months ended March 31, 2021 was $0.3 million. As of March 31, 2021, unamortized stock-based compensation expense related to unvested common stock options were less than $0.1 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 0.5 years. Common Stock Options from Dosh Acquisition In connection with the acquisition of Dosh, each unvested option to purchase shares of Dosh common stock outstanding as of the acquisition date was converted to unvested options to purchase shares of our common stock. These awards were granted under the Dosh Holdings, Inc. 2017 Stock Incentive Plan ("Dosh Plan") and were separately registered with the Securities and Exchange Commission on Form S-8 on April 9, 2021. The maximum aggregate number of shares of our common stock that may be issued upon exercise of these awards is 104,098 shares, and we do not expect to grant any additional awards under the Dosh Plan. The converted awards retain the same terms and conditions as the awards granted by Dosh prior to the acquisition. The awards have remaining vesting periods ranging from less than one year to four years. The following table summarizes changes in common stock options: Shares Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value Options outstanding — December 31, 2020 — $ — Assumed 104 3.06 Exercised — — — Forfeited (8) 3.06 Canceled — — Options outstanding — March 31, 2021 96 3.06 8.60 $ 10,221 Exercisable — March 31, 2021 4 $ 3.06 8.00 $ 450 (1) For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at March 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $109.70 per share closing price of our common stock as reported on the Nasdaq Global Market on March 31, 2021, that would have been received by option holders had all in-the-money options been exercised on that date. The total fair value of options vested during the three months ended March 31, 2021 was $0.2 million. As of March 31, 2021, unamortized stock-based compensation expense related to unvested common stock options was $5.6 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 2.78 years. The acquisition date fair value of the converted options was determined using the Black-Scholes options pricing model. The fair value identified was then allocated between pre-combination service, attributed to purchase consideration net of a 20% anticipated forfeiture rate, and post-combination service, to be recognized as stock-based compensation expense over the remaining vesting term. The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs: March 5, 2021 Value of Common Stock $ 128.06 Expected Term 7.00 Volatility 54.6 % Risk-free interest rate 1.1 % Exercise Price $ 3.06 Dividend Rate — % Restricted Stock Units We grant restricted stock units ("RSUs") to employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs: Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Unamortized Compensation Costs Unvested — December 31, 2020 2,434 $ 32.49 Granted 52 123.07 Vested (28) 21.49 Forfeited (5) 33.76 Unvested — March 31, 2021 2,453 $ 34.55 2.69 $ 61,430 During the three months ended March 31, 2021, we granted 52,322 RSUs to employees, which have annual vesting periods of four years. Subsequent to March 31, 2021, we granted 368,529 RSUs to employees and executives, which have vested periods vesting from six months to four years and a weighted average vesting period of 3.4 years. Unamortized stock-based compensation expense related to these RSUs totaled $45.3 million. Performance-based RSUs In April 2019, we granted 1,252,500 performance-based restricted stock units (“2019 PSUs”). The 2019 PSUs are composed of four equal tranches, each of which have an independent performance-based vesting condition. The vesting criteria for the four tranches are as follows: • a minimum growth rate in adjusted contribution over a trailing 12-month period, • a minimum number of advertisers that are billed above a specified amount over a trailing 12-month period, • a minimum cumulative adjusted EBITDA target over a trailing 12-month period, and • a minimum trailing 30-day average closing price of our common stock. The vesting conditions of each of the four tranches must be achieved within four years of the grant date. Upon a vesting event, 50% of the related tranche vests immediately, 25% of the related tranche vests six months after the achievement date and 25% of the related tranche vests 12 months after the achievement date. Adjusted EBITDA and adjusted contribution are performance metrics defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." In August and November 2019, the compensation committee of our board of directors certified that the target minimum trailing 30-day average closing price of our common stock and target minimum cumulative adjusted EBITDA target over a trailing 12-month period, respectively, were achieved resulting in the immediate vesting of 50% of the related PSU tranches. In February 2020, 25% of the 30-day average closing price of our common stock PSU tranche vested upon the six-month anniversary of the tranche's achievement date and the remaining 25% of the tranche vested in August 2020 upon the twelve-month anniversary of the tranche's achievement date. In May 2020, 25% of the adjusted EBITDA tranche vested upon the six-month anniversary of the tranche's achievement date, and the remaining 25% of the tranche will vested in November 2020 upon the twelve-month anniversary of the tranche's achievement date. In April 2020, we granted 476,608 performance-based restricted stock units ("2020 PSUs"), of which 443,276 units have a performance-based vesting condition based on a minimum average revenue per user ("ARPU") target over a trailing 12-month period and 33,332 units have the same performance-based vesting conditions as those that remain unmet under the 2019 PSUs described above. ARPU is a performance metric defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The ARPU vesting condition must be achieved within four years of the grant date. Upon the vesting event, 50% of the award vests immediately, 25% of the award vests six months after achievement date and 25% of the award vests 12 months after the achievement date. In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 55,118 units that have a performance-based vesting condition based on a minimum revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 55,118 units with a performance-based vesting condition based on a different minimum revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vest six months after the achievement date, subject to continued service. Each performance-based vesting condition within the two tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our board of directors. Additionally, in April 2021, we granted 10,000 performance-based restricted stock units which have the same unmet vesting condition as the 2020 PSUs based on a minimum ARPU target over a trailing 12-month period as described above. Employee Stock Purchase Plan Our 2018 Employee Stock Purchase Plan ("2018 ESPP") enables eligible employees to purchase shares of our common stock at a discount. Purchases are accomplished through participation in discrete offering periods. On each purchase date, participating employees purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on the first trading day of the offering period or the date of purchase. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Implementation Costs Agreements with certain partners have historically required us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to our partners are included in deferred implementation costs on our condensed consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements. Amortization is included in Partner Share and other third-party costs on our condensed consolidated statements of operations and is presented in deferred implementation costs on our condensed consolidated statement of cash flows. Prior to March 31, 2021, we referred to deferred implementation costs as deferred FI implementation costs. The following table summarizes changes in deferred implementation costs (in thousands): Three Months Ended 2020 2021 Beginning balance $ 8,383 $ 3,785 Amortization (1,008) (882) Ending balance $ 7,375 $ 2,903 We have a minimum Partner Share commitment to a certain FI partner totaling $10.0 million over a 12-month period following the completion of certain milestones by the partner, which were not met as of March 31, 2021. Any expected shortfall penalty will be accrued during the 12-month period following the completion of the milestones. Litigation From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters. We make assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, we accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, we disclose the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, we disclose the nature and estimate of the possible loss of the litigation. We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2020 and 2021 because the effects of potentially dilutive items were anti-dilutive, given our net loss during these periods. The following securities as of March 31, 2020 and 2021 have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands): March 31, 2020 2021 Common stock options 837 578 Convertible Senior Notes — 2,701 Unvested restricted stock units 1,730 2,453 Common stock issuable pursuant to the ESPP 34 13 |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | As of March 31, 2021, we have two operating segments: the Cardlytics platform in the U.S. and U.K., as determined by the information that our Chief Executive Officer, who we consider our chief operating decision-maker ("CODM"), uses to make strategic goals and operating decisions. Our Cardlytics platform operating segments in the U.S. and U.K. represent our proprietary advertising channels and are aggregated into one reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution. Subsequent to the acquisition of Dosh, our CODM began reviewing Dosh revenue, however all Dosh operating expenses are reviewed on a combined basis with the operating expenses of the Cardlytics platform in the U.S. Therefore, we do not consider Dosh to be a separate operating segment. Our CODM allocates resources to, and evaluates the performance of, our operating segments based on revenue and adjusted contribution. |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Implementation Costs Agreements with certain partners have historically required us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to our partners are included in deferred implementation costs on our condensed consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements. Amortization is included in Partner Share and other third-party costs on our condensed consolidated statements of operations and is presented in deferred implementation costs on our condensed consolidated statement of cash flows. Prior to March 31, 2021, we referred to deferred implementation costs as deferred FI implementation costs. The following table summarizes changes in deferred implementation costs (in thousands): Three Months Ended 2020 2021 Beginning balance $ 8,383 $ 3,785 Amortization (1,008) (882) Ending balance $ 7,375 $ 2,903 We have a minimum Partner Share commitment to a certain FI partner totaling $10.0 million over a 12-month period following the completion of certain milestones by the partner, which were not met as of March 31, 2021. Any expected shortfall penalty will be accrued during the 12-month period following the completion of the milestones. Litigation From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters. We make assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, we accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, we disclose the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, we disclose the nature and estimate of the possible loss of the litigation. We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition. |
Concentration Risk Disclosure | Concentrations of Risk Cash and Cash Equivalents Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. A significant portion of our cash and cash equivalents are held in fully FDIC–insured demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions. Our remaining cash and cash equivalents are held with four financial institutions, which we believe are of high credit quality. Marketers Our revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the three months ended March 31, 2020 and 2021, our top five marketers accounted for 32% and 38% of our revenue, respectively, with one marketer accounting for over 10% during each period. As of March 31, 2020 our top five marketers accounted for 32% of our accounts receivable with two different marketers representing over 10%. As of March 31, 2021 our top five marketers accounted for 40% of our accounts receivable with two different marketers each representing over 10%. FI Partners Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in the Cardlytics platform and access to their purchase data in order to offer our solutions to marketers and their agencies. We must have FI partners with a sufficient number of customers and levels of customer engagement to ensure that we have robust purchase data and marketing space to support a broad array of incentive programs for marketers. Our agreements with a substantial majority of our FI partners have terms of three to seven years but are generally terminable by the FI partner on 90 days or less prior notice. If an FI partner terminates its agreement with us, we would lose that FI as a source of purchase data and online banking customers. During both the three months ended March 31, 2020 and 2021, Bank of America, National Association (“Bank of America”) and JPMorgan Chase Bank, National Association (“Chase”) combined to account for over 75% of the total Partner Share we paid to all partners, with each representing over 30%. No other partner accounted for over 10% of Partner Share during these periods. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 12, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bridg, Inc. (“Bridg”), Mr. T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of us (“Merger Sub”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the security holders of Bridg. The Merger Agreement provides for Merger Sub to merge with and into Bridg ( “Merger”), with Bridg surviving the Merger as a wholly owned subsidiary of us, subject to the terms and conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the closing (the “Closing”), we have agreed to pay the former equityholders of Bridg (other than former holders of unvested options to purchase Bridg’s common stock) (collectively, the “Bridg Equityholders”), a cash payment equal to $350.0 million, subject to adjustments as specified in the Merger Agreement. In addition, we have agreed to make an additional payment within 30 days of the first anniversary of the Closing (the “First Anniversary Payment”) equal to 20 times the U.S. annualized run rate revenue based on the month preceding the anniversary, less $12.5 million. We have also agreed to make an additional payment within 30 days of the second anniversary of the Closing (the “Second Anniversary Payment”) equal to 15 times the U.S. annualized run rate revenue for customers as of the first anniversary based on the month preceding the second anniversary, less the prior annualized run rate revenue at the first anniversary. The Second Anniversary Payment is subject to a specified cap. We have agreed to pay at least 30% of the First Anniversary Payment and the Second Anniversary Payment in cash, with the remainder to be paid in cash or our common stock, at our option. If we choose to pay a portion of the First Anniversary Payment or Second Anniversary Payment in common stock, the number of shares will be determined by dividing the amount of the payment by the trailing 20-day VWAP (as reported by Bloomberg) ending on the first anniversary date or second anniversary date, as applicable. In addition, we will assume the unvested options held by the holders of unvested options to purchase Bridg’s common stock. The Merger Agreement contains customary representations, warranties, covenants and indemnities of each of the Company and Bridg. During the period from the date of the Merger Agreement to the Closing, we and Bridg have agreed to carry on our respective businesses in the ordinary course and consistent with past practices and have agreed to certain other operating covenants. The closing of the Merger is subject to the satisfaction or waiver of a number of customary closing conditions in the Merger Agreement, including, among others, the receipt of regulatory approval, the absence of certain governmental restraints and the absence of a material adverse effect on Bridg. The Merger Agreement may be terminated prior to the closing date by mutual written agreement between us and Bridg. In addition, the Merger Agreement may be terminated by either party in certain circumstances, including if the Acquisition has not been closed on or before June 30, 2021 (or August 31, 2021 in the event that the only closing condition that has not been met is regulatory approval), or if the other party has materially breached any representation, warranty, covenant, obligation or agreement such that certain of the conditions to closing cannot be satisfied. |
OVERVIEW OF BUSINESS AND BASI_2
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Results | Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, income taxes, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh, income tax valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs During 2019, we began capitalizing costs related to the development of new technology for building and launching marketing campaigns. In March 2020, we redesigned certain elements of this project and wrote off development costs totaling $0.8 million recognized in depreciation and amortization expense on our condensed consolidated statement of operations. |
Revenue | Our advertising channel enables marketers to reach consumers through our partners' trusted and frequently visited online and mobile platform channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these consumer incentives to our partners’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $22.3 million and $23.1 million during the three months ended March 31, 2020 and 2021, respectively. We pay certain partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to partners’ customers and certain third-party data costs ("Partner Share"). Revenue on our condensed consolidated statements of operation is presented net of Consumer Incentives and gross of Partner Share. Prior to March 31, 2021, we referred to Partner Share as FI Share. We price our advertising campaigns predominantly in two ways: (1) Cost per Served Sale (“CPS”), and (2) Cost per Redemption (“CPR”). • CPS. Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage of all purchases from the marketer by consumers (1) who are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive. We set CPS rates for marketers based on our expectation of the marketer’s return on advertising spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. • CPR. Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate. We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $276.9 million. March 5, 2021 (in thousands) Cash paid to common and preferred stockholders, warrant holders and vested option holders $ 136,164 Cash paid to extinguish acquiree debt 16,574 Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 3,218 Fair value of common stock transferred 117,354 Fair value of assumed options attributable to pre-combination service 3,593 Total purchase consideration $ 276,903 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands): March 5, 2021 Cash and cash equivalents $ 7,323 Accounts receivable and other assets 6,146 Intangible assets 79,500 Goodwill 203,181 Accounts payable and other liabilities (4,146) Consumer incentive liability (15,101) Total purchase consideration $ 276,903 |
Identifiable Intangible Assets Acquired | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands): Fair Value Useful life (in years) Trade name $ 2,500 3.0 Developed technology 37,000 6.0 Merchant relationships 21,000 5.0 Partner relationships 2,000 7.0 Card-linked subscriber user base $ 17,000 5.0 |
Business Acquisition, Pro Forma Information | Consequently, actual results will differ from the unaudited pro forma information presented below. Three Months Ended 2020 2021 Revenue $ 47,653 $ 57,019 Net loss $ (23,886) $ (29,283) |
GOODWILL AND ACQUIRED INTANGI_2
GOODWILL AND ACQUIRED INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows (in thousands): Balance as of December 31, 2020 $ — Goodwill additions 203,181 Balance as of March 31, 2021 $ 203,181 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets subject to amortization as of March 31, 2021 were as follows: Cost Accumulated Amortization Net Weighted Average (in thousands) (in years) Trade name $ 2,500 $ (59) $ 2,441 3.0 Developed technology 37,000 (475) 36,525 6.0 Merchant relationships 21,000 (285) 20,715 5.0 Partner relationships 2,000 (20) 1,980 7.0 Card-linked subscriber user base $ 17,000 (150) $ 16,850 5.0 |
Finite-lived Intangible Assets Amortization Expense | As of March 31, 2021, we expect amortization expense in future periods to be as follows (in thousands): Amount 2021 (remainder of year) $ 11,287 2022 14,886 2023 14,886 2024 14,198 2025 14,052 Thereafter 9,202 Total expected future amortization expense $ 78,511 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended 2020 2021 Cost per Served Sale $ 30,846 $ 37,572 Cost per Redemption 14,068 15,307 Other 595 351 Revenue $ 45,509 $ 53,230 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table summarizes activity related to our leases (in thousands): Three Months Ended March 31, 2020 2021 Operating lease expense $ 1,027 $ 1,191 Variable lease expense 297 200 Short-term lease expense 112 25 The following table presents our weighted average borrowing rate and weighted average lease term: March 31, 2020 March 31, 2021 Weighted average borrowing rate 3.4 % 3.4 % Weighted average remaining lease term (years) 4.0 3.0 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The following table summarizes future maturities of lease liabilities as of March 31, 2021 (in thousands): Amount 2021 (remainder of year) $ 4,230 2022 5,263 2023 3,164 2024 1,807 Thereafter 611 Total lease payments 15,075 Imputed interest 740 Total operating lease liabilities $ 14,335 |
Debt (Tables)
Debt (Tables) | Sep. 22, 2020 |
Debt Disclosure [Abstract] | |
Convertible Debt | The net carrying amount of the liability component of the Notes was as follows (in thousands): March 31, 2021 Principal $ 230,000 Minus: Unamortized debt discount (48,288) Minus: Unamortized issuance costs (5,172) Net carrying amount of the liability component $ 176,540 The net carrying amount of the equity component of the Notes was as follows (in thousands): March 31, 2021 Proceeds allocated to the conversion options (debt discount) $ 53,096 Minus: Issuance costs (1,680) Net carrying amount of the equity component $ 51,416 Interest expense recognized related to the Notes is as follows (in thousands): Three Months Ended March 31, 2021 Contractual interest expense (due in cash) $ 575 Amortization of debt discount 2,321 Amortization of debt issuance costs 207 Total interest expense related to the Notes $ 3,103 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Allocation of recognized period costs | The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations (in thousands): Three Months Ended 2020 2021 Delivery costs $ 175 $ 309 Sales and marketing expense 1,269 2,432 Research and development expense 603 1,514 General and administration expense 2,078 2,993 Total stock-based compensation expense $ 4,125 $ 7,248 |
Summary of common stock option activity | Options to purchase shares of common stock generally vest over four Shares Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (1) Options outstanding — December 31, 2020 513 $ 23.91 Granted — — Exercised (31) 16.11 $ 3,734 Forfeited — — Canceled — — Options outstanding — March 31, 2021 482 24.42 5.51 $ 41,043 Exercisable — March 31, 2021 471 $ 24.38 5.53 $ 40,220 (1) For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at March 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $109.70 per share closing price of our common stock as reported on the Nasdaq Global Market on March 31, 2021, that would have been received by option holders had all in-the-money options been exercised on that date. The following table summarizes changes in common stock options: Shares Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value Options outstanding — December 31, 2020 — $ — Assumed 104 3.06 Exercised — — — Forfeited (8) 3.06 Canceled — — Options outstanding — March 31, 2021 96 3.06 8.60 $ 10,221 Exercisable — March 31, 2021 4 $ 3.06 8.00 $ 450 (1) For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at March 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $109.70 per share closing price of our common stock as reported on the Nasdaq Global Market on March 31, 2021, that would have been received by option holders had all in-the-money options been exercised on that date. |
Schedule of stock options valuation assumptions | The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs: March 5, 2021 Value of Common Stock $ 128.06 Expected Term 7.00 Volatility 54.6 % Risk-free interest rate 1.1 % Exercise Price $ 3.06 Dividend Rate — % |
Summary of RSU activity | We grant restricted stock units ("RSUs") to employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs: Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Unamortized Compensation Costs Unvested — December 31, 2020 2,434 $ 32.49 Granted 52 123.07 Vested (28) 21.49 Forfeited (5) 33.76 Unvested — March 31, 2021 2,453 $ 34.55 2.69 $ 61,430 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred FI implementation costs | The following table summarizes changes in deferred implementation costs (in thousands): Three Months Ended 2020 2021 Beginning balance $ 8,383 $ 3,785 Amortization (1,008) (882) Ending balance $ 7,375 $ 2,903 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive securities | March 31, 2020 2021 Common stock options 837 578 Convertible Senior Notes — 2,701 Unvested restricted stock units 1,730 2,453 Common stock issuable pursuant to the ESPP 34 13 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following table provides information regarding our reportable segment (in thousands): Three Months Ended 2020 2021 Adjusted contribution $ 20,379 $ 24,341 Plus: Adjusted Partner Share and other third-party costs (1) 25,130 28,889 Revenue $ 45,509 $ 53,230 (1) Adjusted Partner Share and other third-party costs presented above represents GAAP Partner Share and other third-party data costs less deferred implementation costs, which is detailed below in our reconciliation of GAAP loss before income taxes to adjusted contribution. |
Schedule of revenue by geographic areas | The following tables provide geographical information (in thousands): Three Months Ended 2020 2021 Revenue: United States $ 40,028 $ 49,117 United Kingdom 5,481 4,113 Total $ 45,509 $ 53,230 December 31, 2020 March 31, 2021 Property and equipment, net: United States $ 9,549 $ 9,528 United Kingdom 4,162 4,456 India 154 134 Total $ 13,865 $ 14,118 |
OVERVIEW OF BUSINESS AND BASI_3
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 05, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | ||||
Depreciation and amortization expense | $ 800 | |||
Restructuring charges | $ 500 | |||
Credit loss expense | $ 1,004 | $ 1,477 | ||
COVID-19 Pandemic | ||||
Business Acquisition [Line Items] | ||||
Deferred revenue | 700 | |||
Credit loss expense | 1,500 | |||
Public Equity Offering | ||||
Business Acquisition [Line Items] | ||||
Share price (in dollars per share) | $ 130 | |||
Number of shares issued | 3,850 | |||
Total net proceeds | $ 484,000 | |||
Underwriting discounts and commissions | 16,300 | |||
Offering costs | 200 | |||
Dosh Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | 276,903 | |||
Cash | 150,000 | |||
Adjustments and escrows | $ 5,900 | |||
Share price (in dollars per share) | $ 136.33 | |||
Dosh Holdings, Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Value of shares of common stock | $ 117,354 | |||
Dosh Holdings, Inc. | Equity Option | ||||
Business Acquisition [Line Items] | ||||
Fair value of unvested options to purchase common stock | 3,593 | $ 7,600 | ||
Proceeds from Issuance Initial Public Offering | $ 500,500 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Consumer Incentives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Consumer Incentives, Expense | $ 23.1 | $ 22.3 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 613,548 | $ 293,239 | $ 102,174 |
Restricted cash | $ 111 | $ 121 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 53,230 | $ 45,509 |
Cost Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 351 | $ 595 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Mar. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||
Revenue | $ 53,230 | $ 45,509 | |
Dosh Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 276,903 | ||
Costs in connection with acquisition | 7,000 | ||
Revenue | 500 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (2,400) |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Business Acquisitions (Details) - Dosh Holdings, Inc. - USD ($) $ in Thousands | Mar. 05, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash paid to common and preferred stockholders, warrant holders and vested option holders | $ 136,164 | |
Cash paid to extinguish acquiree debt | 16,574 | |
Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs | 3,218 | |
Total purchase consideration | 276,903 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Fair value of common stock transferred | 117,354 | |
Equity Option | ||
Business Acquisition [Line Items] | ||
Fair value of assumed options attributable to pre-combination service | $ 3,593 | $ 7,600 |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 05, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 203,181 | $ 0 | |
Dosh Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 7,323 | ||
Accounts receivable and other assets | 6,146 | ||
Intangible assets | 79,500 | ||
Goodwill | 203,181 | ||
Accounts payable and other liabilities | (4,146) | ||
Consumer incentive liability | (15,101) | ||
Total purchase consideration | $ 276,903 |
BUSINESS COMBINATIONS - Identif
BUSINESS COMBINATIONS - Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 05, 2021 | Mar. 31, 2021 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 3 years | |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 6 years | |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 5 years | |
Partner relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 7 years | |
Card-linked subscriber user base | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 5 years | |
Dosh Holdings, Inc. | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 2,500 | |
Useful life (in years) | 3 years | |
Dosh Holdings, Inc. | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 37,000 | |
Useful life (in years) | 6 years | |
Dosh Holdings, Inc. | Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 21,000 | |
Useful life (in years) | 5 years | |
Dosh Holdings, Inc. | Partner relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 2,000 | |
Useful life (in years) | 7 years | |
Dosh Holdings, Inc. | Card-linked subscriber user base | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 17,000 | |
Useful life (in years) | 5 years |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma Consolidated Results of Operations (Details) - Dosh Holdings, Inc. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 57,019 | $ 47,653 |
Net loss | $ (29,283) | $ (23,886) |
GOODWILL AND ACQUIRED INTANGI_3
GOODWILL AND ACQUIRED INTANGIBLES - Amortization expense schedule $ in Thousands | Mar. 31, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 11,287 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 14,886 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 14,886 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 14,198 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 14,052 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 9,202 |
Finite-Lived Intangible Assets, Net | $ 78,511 |
GOODWILL AND ACQUIRED INTANGI_4
GOODWILL AND ACQUIRED INTANGIBLES - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2020 | $ 0 |
Goodwill additions | 203,181 |
Balance as of March 31, 2021 | $ 203,181 |
GOODWILL AND ACQUIRED INTANGI_5
GOODWILL AND ACQUIRED INTANGIBLES - Other Intangible Assets Subject to Amortization (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Net | $ 78,511 |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 2,500 |
Accumulated Amortization | (59) |
Net | $ 2,441 |
Weighted Average Remaining Useful Life | 3 years |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 37,000 |
Accumulated Amortization | (475) |
Net | $ 36,525 |
Weighted Average Remaining Useful Life | 6 years |
Merchant relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 21,000 |
Accumulated Amortization | (285) |
Net | $ 20,715 |
Weighted Average Remaining Useful Life | 5 years |
Partner relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 2,000 |
Accumulated Amortization | (20) |
Net | $ 1,980 |
Weighted Average Remaining Useful Life | 7 years |
Card-linked subscriber user base | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 17,000 |
Accumulated Amortization | (150) |
Net | $ 16,850 |
Weighted Average Remaining Useful Life | 5 years |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Consumer Incentives, Expense | $ 23,100 | $ 22,300 |
Revenue from Contract with Customer, Excluding Assessed Tax | 53,230 | 45,509 |
Cost per Served Sales [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 37,572 | 30,846 |
Cost Other [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 351 | 595 |
Cost per Redemption [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 15,307 | $ 14,068 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Additional right-of-use assets | $ 1.1 | |
Additional lease liabilities | 1.5 | |
Cash payments | 1.4 | $ 0.9 |
Dosh Holdings, Inc. | ||
Lessee, Lease, Description [Line Items] | ||
Additional right-of-use assets | 0.9 | |
Additional lease liabilities | 1.3 | |
Data Center Expansion | ||
Lessee, Lease, Description [Line Items] | ||
Additional right-of-use assets | $ 0.2 |
LEASES - Lease Information (Det
LEASES - Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,191 | $ 1,027 |
Variable lease expense | 200 | 297 |
Short-term lease expense | $ 25 | $ 112 |
Weighted average borrowing rate | 3.40% | 3.40% |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 4,230 |
2022 | 5,263 |
2023 | 3,164 |
2024 | 1,807 |
Thereafter | 611 |
Total lease payments | 15,075 |
Imputed interest | 740 |
Total operating lease liabilities | $ 14,335 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Nov. 30, 2020USD ($) | Sep. 22, 2020USD ($)numberOfDays$ / shares | Mar. 31, 2021USD ($)numberOfDays | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 230,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||
Interest Paid | $ 1,100,000 | |||
Proceeds from Convertible Debt | $ 222,700,000 | |||
Debt Instrument, Call Feature | 26.5 million | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | numberOfDays | 10,000 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98.00% | |||
Debt Instrument, Convertible, Conversion Ratio | 11.7457 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 85,140 | |||
Debt Instrument, Convertible, Redemption Period, Days Before Maturity Date | 36 days | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Debt Instrument, Convertible, Threshold Principal Outstanding Amount For Partial Redemption | $ 75,000,000 | |||
Debt Instrument, Required Compliance Period, Period After Exercise Of Conversion Right | 3 days | |||
Debt Instrument, Required Compliance Period, Period After Fundamental Change | 1 day | |||
Debt Instrument, Required Compliance Period, Period After Written Notice | 60 days | |||
Debt Instrument, Convertible, Percentage Of Holders To Require Written Notice Of Noncompliance | 25.00% | |||
Debt Instrument, Convertible, Redemption Requirement, Amount Of Other Debt Called Due | $ 35,000,000 | |||
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest | 365 days | |||
Debt Instrument, Convertible, Liability Component, Discount Rate | 6.50% | |||
Adjustments To Additional Paid In Capital, Issuance Of Capped Calls | $ 26,500,000 | |||
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 85.14 | |||
Option Indexed to Issuer's Equity, Cap Price | $ / shares | $ 128.51 | |||
Long-term Line of Credit, Noncurrent | $ 0 | |||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 50,000,000 | |||
Maximum borrowing capacity, percentage of accounts receivable | 85.00% | |||
Debt Covenant Noncompliance, Scenario One | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest | 180 years | |||
Debt Instrument, Convertible, Covenant Noncompliance, Additional Interest, Stated Percentage | 0.25% | |||
Debt Covenant Noncompliance, Scenario Two | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Covenant Noncompliance, Additional Interest, Stated Percentage | 0.50% | |||
Debt Covenant Noncompliance, Scenario Two | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest | 181 days | |||
Debt Covenant Noncompliance, Scenario Two | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Covenant Noncompliance, Period Of Additional Interest | 365 days | |||
Debt Conversion Scenario One | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Trading Days | numberOfDays | 20,000 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | numberOfDays | 30,000 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||
Debt Conversion Scenario Two | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Trading Days | numberOfDays | 5,000 | |||
Debt Conversion Scenario Three | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Trading Days | numberOfDays | 20 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | numberOfDays | 30 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||
Convertible Senior Notes, Additional Principal Option | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 30,000,000 | |||
Lines of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Debt instrument, interest rate | 2.75% | |||
Commitment fee percentage | 0.15% | |||
Lines of credit | Loan Facility, Threshold Two [Member] | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving Credit Facility | Lines of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 40,000,000 | $ 50,000,000 | ||
Debt Instrument, Covenant, Billing Covenant Period | 12 months | |||
Debt Instrument, Covenant, Minimum Cash Plus Liquidity Requirement | $ 5,000,000 | |||
Debt Instrument, Covenant, Cast To Funded Senior Debt Ratio | 1.25 | |||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 50,000,000 | |||
Revolving Credit Facility | Lines of credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Covenant, Billing Covenant | 210,000,000 | |||
Revolving Credit Facility | Lines of credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Covenant, Billing Covenant | $ 255,000,000 |
DEBT - Net Carrying Amount of L
DEBT - Net Carrying Amount of Liability Component (Details) $ in Thousands | Sep. 22, 2020USD ($) |
Debt Disclosure [Abstract] | |
Principal | $ 230,000 |
Minus: Unamortized debt discount | (48,288) |
Minus: Unamortized issuance costs | (5,172) |
Net carrying amount of the liability component | $ 176,540 |
DEBT - Net Carrying Amount of E
DEBT - Net Carrying Amount of Equity Component (Details) $ in Thousands | Sep. 22, 2020USD ($) |
Debt Disclosure [Abstract] | |
Proceeds allocated to the conversion options (debt discount) | $ 53,096 |
Minus: Issuance costs | (1,680) |
Net carrying amount of the equity component | $ 51,416 |
DEBT - Interest Expense Recogni
DEBT - Interest Expense Recognized (Details) - USD ($) $ in Thousands | Sep. 22, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Debt Disclosure [Abstract] | |||
Contractual interest expense (due in cash) | $ 575 | ||
Amortization of debt discount | 2,321 | $ 2,321 | $ 0 |
Amortization of debt issuance costs | 207 | ||
Total interest expense related to the Notes | $ 3,103 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands | Apr. 30, 2021USD ($)shares | Feb. 08, 2018shares | Apr. 30, 2021USD ($)trancheshares | Apr. 30, 2020usershares | Apr. 30, 2019usertrancheshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020shares | Jan. 01, 2020shares | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 1,875,000 | 1,222,316 | ||||||||
Number of shares remaining available for issuance (in shares) | 61,247 | |||||||||
Number of shares authorized, annual increase | 5.00% | |||||||||
Lease Obligation Incurred | $ | $ 100 | $ 100 | ||||||||
Award vesting period | 4 years | |||||||||
Expiration period | 10 years | |||||||||
Options vested in period, fair value | $ | $ 300 | |||||||||
Compensation not yet recognized | $ | $ 100 | |||||||||
Common stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost not yet recognized | 6 months | |||||||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 52,000 | |||||||||
Unvested PSU (in shares) | 2,453,000 | 2,434,000 | ||||||||
Compensation cost not yet recognized | 2 years 8 months 8 days | |||||||||
Stock option expense | $ | $ 61,430 | |||||||||
Restricted stock units | Share-based Compensation Award, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 52,322 | |||||||||
Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unvested PSU (in shares) | 476,608 | 1,252,500 | ||||||||
Share-Based Payment Arrangement, Number Of Vesting Tranches | tranche | 4 | |||||||||
Performance Shares, Minimum Growth Rate Period | 12 months | |||||||||
Performance Shares, Advertiser Billing Period | 12 months | |||||||||
Performance Shares, EBITDA Target Period | 12 months | |||||||||
Performance Shares, Stock Closing Price Period | 30 days | |||||||||
Performance Shares, ARPU Vesting Condition Period | 4 years | |||||||||
Performance Shares | Share-based Compensation Award, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | |||||||||
Unvested PSU (in shares) | 443,276 | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 0.50 | 0.50 | ||||||||
Performance Shares | Share-based Compensation Award, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 6 months | 6 months | ||||||||
Unvested PSU (in shares) | 33,332 | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 0.25 | 0.25 | ||||||||
Performance Shares | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | 12 months | ||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions | user | 0.25 | 0.25 | ||||||||
ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized, annual increase | 1.00% | |||||||||
ESPP, purchase price percentage | 85.00% | |||||||||
ESPP, number of shares authorized, annual increase (in shares) | 500,000 | 474,120,000 | 278,608,000 | |||||||
Common Stock Options From Dosh Acquisition | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 104,098 | |||||||||
Options vested in period, fair value | $ | $ 200 | |||||||||
Compensation not yet recognized | $ | $ 5,600 | |||||||||
Compensation cost not yet recognized | 2 years 9 months 10 days | |||||||||
Common Stock Options From Dosh Acquisition | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Common Stock Options From Dosh Acquisition | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Subsequent Event | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years 4 months 24 days | |||||||||
Granted (in shares) | 368,529 | |||||||||
Compensation not yet recognized, awards other than options | $ | $ 45,300 | $ 45,300 | ||||||||
Subsequent Event | Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unvested PSU (in shares) | 110,236 | 110,236 | ||||||||
Share-Based Payment Arrangement, Number Of Vesting Tranches | tranche | 2 | |||||||||
Performance Shares, ARPU Vesting Condition Period | 4 years | |||||||||
Subsequent Event | Performance Shares | Share-based Compensation Award, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | |||||||||
Unvested PSU (in shares) | 55,118 | 55,118 | ||||||||
Subsequent Event | Performance Shares | Share-based Compensation Award, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 12 months | |||||||||
Unvested PSU (in shares) | 55,118 | 55,118 | ||||||||
Subsequent Event | Performance Shares | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 6 months |
STOCK-BASED COMPENSATION - Allo
STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Feb. 08, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Monthly Average Closing Price, Common Stock, Threshold | $ 109.70 | |||||
Number of shares authorized (in shares) | 1,222,316 | 1,875,000 | ||||
Number of shares authorized, annual increase | 5.00% | |||||
Total stock-based compensation expense | $ 7,248 | $ 4,125 | ||||
Delivery costs | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 309 | 175 | ||||
Sales and marketing expense | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 2,432 | 1,269 | ||||
Research and development expense | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 1,514 | 603 | ||||
General and administration expense | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 2,993 | $ 2,078 | ||||
ESPP | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
ESPP, number of shares authorized, annual increase (in shares) | 500,000 | 474,120,000 | 278,608,000 | |||
Number of shares authorized, annual increase | 1.00% |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Common Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2019 | Mar. 31, 2021 |
Shares (in thousands) | ||
Beginning balance (in shares) | 513,000 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (31,000) | |
Forfeited (in shares) | 0 | |
Canceled (in shares) | 0 | |
Ending balance (in shares) | 482,000 | |
Weighted-Average Exercise Price | ||
Beginning balance (in usd per share) | $ 23.91 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 16.11 | |
Forfeited (in usd per share) | 0 | |
Canceled (in usd per share) | 0 | |
Ending balance (in usd per share) | $ 24.42 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 41,043 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 471,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,393,040 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 3,734 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 40,220 | |
Common stock options | ||
Weighted-Average Exercise Price | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 3 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 6 months 10 days | |
Common Stock Options From Dosh Acquisition | ||
Shares (in thousands) | ||
Beginning balance (in shares) | 0 | |
Assumed (in shares) | 104,000 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (8,000) | |
Canceled (in shares) | 0 | |
Ending balance (in shares) | 96,000 | |
Weighted-Average Exercise Price | ||
Beginning balance (in usd per share) | $ 0 | |
Assumed (in usd per share) | 3.06 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 3.06 | |
Canceled (in usd per share) | 0 | |
Ending balance (in usd per share) | $ 3.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 7 months 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 10,221 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 4,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 450 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2021 | Mar. 31, 2021 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost not yet recognized | 2 years 8 months 8 days | |
Stock option expense | $ 61,430 | |
Shares (in thousands) | ||
Unvested — Beginning balance (in shares) | 2,434,000 | |
Granted (in shares) | 52,000 | |
Vested (in shares) | (28,000) | |
Forfeited (in shares) | (5,000) | |
Unvested — Ending balance (in shares) | 2,453,000 | |
Weighted-Average Grant Date Fair Value | ||
Unvested — Beginning balance (in usd per share) | $ 32.49 | |
Vested (in usd per share) | 21.49 | |
Forfeited (in usd per share) | 33.76 | |
Unvested — Ending balance (in usd per share) | 34.55 | |
Granted (in usd per share) | $ 123.07 | |
Subsequent Event | Restricted stock units | ||
Shares (in thousands) | ||
Granted (in shares) | 368,529 | |
Weighted-Average Grant Date Fair Value | ||
Compensation not yet recognized, awards other than options | $ 45,300 | |
Subsequent Event | Performance Shares | ||
Shares (in thousands) | ||
Unvested — Ending balance (in shares) | 110,236 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Option Valuation Assumptions (Details) - Common Stock Options From Dosh Acquisition | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price | $ 128.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 54.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.10% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 3.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Financial Institution Share Commitment | |
Loss Contingencies [Line Items] | |
FI share commitment | $ 10 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Deferred FI Implementation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Financial Institution Costs [Roll Forward] | ||
Beginning balance | $ 3,785 | $ 8,383 |
Amortization | 882 | 1,008 |
Ending balance | $ 2,903 | $ 7,375 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,701 | 0 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 578 | 837 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,453 | 1,730 |
Common stock issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 13 | 34 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Capital expenditures | $ 1,377 | $ 492 |
Marketers | Revenue Benchmark | Top Five Marketers | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 38.00% | 32.00% |
Marketers | Revenue Benchmark | Largest Marketers | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 10.00% | |
Marketers | Accounts Receivable | Top Five Marketers | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 40.00% | |
Marketers | Accounts Receivable | Largest Marketers | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 10.00% | 10.00% |
Supplier Concentration Risk | Financial Institution Partner | Largest FI Partner | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 75.00% | |
Supplier Concentration Risk | Financial Institution Partner | Bank Of America, National Association | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 30.00% | |
Supplier Concentration Risk | Financial Institution Partner | JP Morgan Chase Bank, National Association | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 30.00% | |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 600 | $ 100 |
SEGMENTS - Revenue by Segment (
SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Adjusted contribution | $ 24,341 | $ 20,379 |
Revenues | 53,230 | 45,509 |
Cardlytics Direct | ||
Segment Reporting Information [Line Items] | ||
Adjusted contribution | 24,341 | 20,379 |
Plus: FI Share and other third-party costs | 28,889 | 25,130 |
Revenues | $ 53,230 | $ 45,509 |
SEGMENTS - Adjusted Contributio
SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting [Abstract] | ||
Adjusted contribution | $ 24,341 | $ 20,379 |
Amortization of deferred implementation costs | 882 | 1,008 |
Delivery costs | 3,938 | 3,406 |
Sales and marketing expense | 13,202 | 10,968 |
Research and development expense | 6,218 | 3,851 |
General and administration expense | 12,175 | 10,744 |
Acquisition and integration costs | 7,030 | 0 |
Depreciation and amortization expense | 3,065 | 2,331 |
Total other expense (income) | 2,726 | 1,602 |
Loss before income taxes | $ (24,895) | $ (13,531) |
SEGMENTS - Geographical Informa
SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 53,230 | $ 45,509 | |
Property and equipment | 14,118 | $ 13,865 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 49,117 | 40,028 | |
Property and equipment | 9,528 | 9,549 | |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,113 | $ 5,481 | |
Property and equipment | 4,456 | 4,162 | |
INDIA [Domain] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment | $ 134 | $ 154 |
SEGMENTS - Concentration of Ris
SEGMENTS - Concentration of Risk (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Financial Institution Partner | Supplier Concentration Risk | Largest FI Partner | |
Revenue, Major Customer [Line Items] | |
Concentration risk | 75.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Bridg, Inc., Mr. T Merger Sub, Inc. And Shareholder Representative Services LLC Merger Agreement $ in Millions | Apr. 12, 2021USD ($) |
Forecast | |
Subsequent Event [Line Items] | |
VWAP period | 20 years |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash payment | $ 350 |
Additional payment percentage | 0.30 |
Subsequent Event | Business Combination Anniversary One | |
Subsequent Event [Line Items] | |
Additional payment term | 30 years |
Annual run rate revenue, percentage | 20 |
Annual run rate revenue adjustment | $ 12.5 |
Subsequent Event | Business Combination Anniversary Two | |
Subsequent Event [Line Items] | |
Additional payment term | 30 years |
Annual run rate revenue, percentage | 15 |
Uncategorized Items - cdlx-2021
Label | Element | Value |
Property And Equipment Incurred But Not Yet Paid | cdlx_PropertyAndEquipmentIncurredButNotYetPaid | $ 102,000 |
Property And Equipment Incurred But Not Yet Paid | cdlx_PropertyAndEquipmentIncurredButNotYetPaid | $ 13,000 |