Cardlytics (CDLX) risk factors, FY2024 10-K

Risks Related to our Business and Industry

1. 01Unfavorable conditions, including inflationary pressure, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results
2. 02Our quarterly operating results have fluctuated and may continue to vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause the trading price of our stock to decline
3. 03We may not achieve or sustain revenue and billings growth in the future
4. 04We are dependent upon the Cardlytics platform
5. 05We are substantially dependent on Chase, Bank of America, Wells Fargo and a limited number of other FI partners
6. 06We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline
7. 07If we fail to maintain our relationships with current FI partners or attract new FI partners, we may not be able to sufficiently grow our revenue, which could significantly harm our business, results of operations and financial condition
8. 08Our future success will depend, in part, on our ability to expand into new industries
9. 09If we are unable to successfully market our solutions to appeal to marketers and their agencies in new industries, we may not be able to achieve our growth or business objectives
10. 10Our business could be adversely affected if marketers or their agencies are not satisfied with our solutions or our systems and infrastructure fail to meet their needs
11. 11We derive a material portion of our revenue from a limited number of marketers, and the loss of one or more of these marketers could adversely impact our business, results of operations and financial conditions
12. 12We have a relatively short operating history, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
13. 13Any failure of our partners to effectively deliver and promote the online incentive programs that comprise the Cardlytics platform could materially and adversely affect our business
14. 14If we do not effectively grow and train our sales team, we may be unable to add new marketers or increase sales to our existing marketers and our business will be adversely affected
15. 15We generally do not have long-term commitments from marketers, and if we are unable to retain and increase sales of our solutions to marketers and their agencies or attract new marketers and their agencies, our business, financial condition and operating results would be adversely affected
16. 16We have a history of losses and may not achieve net income in the future
17. 17We operate in an emerging industry and future demand and market acceptance for our solutions is uncertain
18. 18The market in which we participate is competitive and we may not be able to compete successfully with our current or future competitors
19. 19If we fail to identify and respond effectively to rapidly changing technology and industry needs, our solutions may become less competitive or obsolete
20. 20A number of factors could impair our ability to collect the significant amounts of data that we use to deliver our solutions
21. 21The efficacy of some of our solutions depends upon third-party data providers
22. 22Defects, errors or delays in our solutions could harm our reputation, which would harm our operating results
23. 23Significant system disruptions, loss of data center capacity, or changes to our data hosting solutions could adversely affect our business, financial condition and operating results
24. 24Seasonal fluctuations in marketing activity could adversely affect our cash flows
25. 25Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed
26. 26If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely affected
27. 27We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business
28. 28Our international sales and operations subject us to additional risks that can adversely affect our business, operating results and financial condition
29. 29If we do not manage our growth effectively, the quality of our solutions may suffer, and our business, financial condition and operating results may be negatively affected
30. 30If currency exchange rates fluctuate substantially in the future, the results of our operations could be adversely affected
31. 31Our ability to use net operating losses and certain other tax attributes to offset future taxable income may be limited
32. 32Changes in tax laws or regulations could materially adversely affect our company
33. 33Future acquisitions could disrupt our business and adversely affect our business, financial condition and operating results
34. 34Charges to earnings resulting from our acquisitions may cause our operating results to suffer
35. 35We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all, which may in turn hamper our growth and adversely affect our business
36. 36Bringing new FI partners into our network may require considerable time and expense and can be long and unpredictable
37. 37Bringing new FI partners into our network, or changes made by our existing FI partners, may impede our ability to accurately forecast the performance of our network
38. 38If we are not able to maintain and enhance our brand, our business, financial condition and operating results may be adversely affected

Risks Related to our Indebtedness

1. 39The conditional conversion feature of either series of Notes, if triggered, may adversely affect our financial condition and results of operations
2. 40Transactions relating to our Notes may affect the value of our common stock

Risks Related to Regulatory and Intellectual Property Matters

1. 41Failure to protect our proprietary technology and intellectual property rights could substantially harm our business, financial condition and operating results
2. 42Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business, financial condition and operating results
3. 43Our use of open-source software could negatively affect our ability to sell our solutions and subject us to possible litigation
4. 44We are subject to government regulation, including import, export, economic sanctions and anti-corruption laws and regulations that may expose us to liability and increase our costs
5. 45countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations

Risks Related to Ownership of Our Common Stock

1. 46The market price of our common stock has been and is likely to continue to be volatile
2. 47We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
3. 48Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock
4. 49Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
5. 50Natural or man-made disasters, pandemics and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results
6. 51An active trading market for our common stock may not be sustained
7. 52Future sales of our common stock in the public market could cause our share price to decline
8. 53If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline
9. 54Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S
10. 55Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism