Cardlytics, Inc. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CARDLYTICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 67 Consolidated Balance Sheets 69 Consolidated Statements of Operations 70 Consolidated Statements of Comprehensive Loss 71 Consolidated Statements of Stockholders’ Equity 72 Consolidated Statements of Cash Flows 73 Notes to Consolidated Financial Statements 75 66 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. 34 To the shareholders and the Board of Directors of Cardlytics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cardlytics, Inc. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31,2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue – Refer to Note 2 and 6 to the consolidated financial statements Critical Audit Matter Description The Company’s revenue generated from its Cardlytics platform consists of transaction-based fees made up of a significant volume of low-dollar transactions, sourced from multiple databases. The processing and recording of revenue is highly automated and is based on contractual terms with marketers, FIs, and other parties. Because of the nature of the Company’s transaction-based fees, the Company uses automated systems to process and record its revenue transactions. We identified revenue as a critical audit matter because the Company’s systems to process and record revenue are highly automated. This required an increased extent of effort, including the need for us to involve professionals with expertise in information technology (IT), to identify, test, and evaluate the Company’s systems, software applications, and automated controls. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s systems to process revenue transactions included the following, among others: • With the assistance of our IT specialists, we: • Identified the relevant systems used to process revenue transactions and tested the general IT controls over each of these systems, including testing of user access controls, change management controls, and IT operations controls. 67 Table of Contents • Performed testing of initial system set-up and monitoring controls, system interface controls, automated controls, and data monitoring controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of revenue. • We tested internal controls within the relevant revenue business processes, including those in place to reconcile the information from various systems to the Company’s general ledger. • For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue. Business Combinations – Refer to Notes 2, 4, and 13 to the consolidated financial statements Critical Audit Matter Description As disclosed in Note 4 to the consolidated financial statements, the Company completed the acquisition of Bridg Inc. ("Bridg") during 2021 for a transaction price of $578.9 million. This transaction was accounted for as a business combination. Auditing the Company's accounting for the acquisition of Bridg was complex due to the estimation utilized in the Company's determination of the fair value of the contingent consideration initially valued at $230.9 million on the date of acquisition. The significant estimation was primarily due to the complexity of the valuation model used by management to measure the fair value of the contingent consideration and the sensitivity of the fair value to the significant underlying assumptions. In order to determine the fair value of the contingent consideration, the Company simulated forecasted annual recurring revenue ("ARR") using a revenue volatility assumption from comparable market data. The Company then determined the appropriate discount rate for the assumed cash component and used a Monte Carlo simulation for the assumed stock component. The assumptions used in preparing this model include estimates such as revenue volatility, revenue discount rate, weighted average cost of capital, and the Company’s common stock volatility. The assumptions utilized in the model are forward looking and could be affected by future economic and market conditions. As contingent consideration is recorded as a liability it is remeasured using a fair value methodology consistent with the one described above and it will continue to be remeasured until the dates of settlement (upon the First Anniversary Payment and Second Anniversary Payment dates.) We identified contingent consideration as a critical audit matter because of the judgement surrounding projected ARR and the complexity of the valuation model used to value the contingent consideration as well as the material weakness identified. This required a high degree of auditor judgment and an increased extent of effort, including the need for us to involve professionals with valuation expertise. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Bridg contingent consideration, specifically the projected ARR and valuation model, included the following, among others: • We tested the projected revenues used in the model by comparing them to historical results, third party industry projections, and the Company’s internal contracted backlog. • We evaluated management’s ability to accurately forecast revenues by comparing actual results to management’s historical forecasts of revenue. • With the assistance of our valuation specialists, we evaluated the valuation methodology and independently recalculated the estimated fair value of the contingent consideration to compare to the Company's recorded amount. /s/ DELOITTE & TOUCHE LLP Atlanta, Georgia March 1, 2022 We have served as the Company’s auditor since 2012. 68 Table of Contents CARDLYTICS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value amounts) December 31, 2020 2021 Assets Current assets: Cash and cash equivalents $ 293,239 $ 233,467 Restricted cash 110 95 Accounts receivable and contract assets, net 81,249 111,085 Other receivables 5,306 6,097 Prepaid expenses and other assets 5,687 7,981 Total current assets 385,591 358,725 Long-term assets: Property and equipment, net 13,865 11,273 Right-of-use assets under operating leases, net 10,764 10,196 Intangible assets, net 447 125,550 Goodwill — 742,516 Capitalized software development costs, net 6,299 13,131 Deferred implementation costs, net 3,785 — Other long-term assets, net 1,786 2,406 Total assets $ 422,537 $ 1,263,797 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 1,363 $ 4,619 Accrued liabilities: Accrued compensation 7,582 12,136 Accrued expenses 5,515 19,620 Partner Share liability 37,457 46,595 Consumer Incentive liability 24,290 52,602 Deferred revenue 349 3,280 Current operating lease liabilities 4,718 6,028 Current contingent consideration — 182,470 Total current liabilities 81,274 327,350 Long-term liabilities: Convertible senior notes, net 174,011 184,398 Long-term deferred revenue — 173 Long-term operating lease liabilities 9,381 6,801 Long-term contingent consideration — 49,825 Other long-term liabilities 679 4,550 Total liabilities 265,345 573,097 Stockholders’ equity: Common stock, $0.0001 par value—100,000 shares authorized and 27,861 and 33,534 shares issued and outstanding as of December 31, 2020 and December 31, 2021, respectively 8 9 Additional paid-in capital 551,429 1,212,823 Accumulated other comprehensive (loss) income ( 192 ) 486 Accumulated deficit ( 394,053 ) ( 522,618 ) Total stockholders’ equity 157,192 690,700 Total liabilities and stockholders’ equity $ 422,537 $ 1,263,797 See notes to the consolidated financial statements 69 Table of Contents CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Year Ended December 31, 2019 2020 2021 Revenue $ 210,430 $ 186,892 $ 267,116 Costs and expenses: Partner Share and other third-party costs 118,080 109,308 141,273 Delivery costs 12,893 14,310 22,503 Sales and marketing expense 43,828 45,307 65,996 Research and development expense 11,699 17,532 38,104 General and administration expense 36,720 46,532 66,222 Acquisition and integration costs — — 24,372 Change in fair value of contingent consideration — — 1,374 Depreciation and amortization expense 4,535 7,826 29,871 Total costs and expenses 227,755 240,815 389,715 Operating loss ( 17,325 ) ( 53,923 ) ( 122,599 ) Other income (expense): Interest expense, net ( 548 ) ( 3,048 ) ( 12,563 ) Foreign currency gain (loss) 729 1,549 ( 1,267 ) Total other income (expense) 181 ( 1,499 ) ( 13,830 ) Loss before income taxes ( 17,144 ) ( 55,422 ) ( 136,429 ) Income tax benefit — — 7,864 Net loss ( 17,144 ) ( 55,422 ) ( 128,565 ) Net loss attributable to common stockholders $ ( 17,144 ) $ ( 55,422 ) $ ( 128,565 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.72 ) $ ( 2.04 ) $ ( 3.99 ) Weighted-average common shares outstanding, basic and diluted 23,746 27,213 32,202 See notes to the consolidated financial statements 70 Table of Contents CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended December 31, 2019 2020 2021 Net loss $ ( 17,144 ) $ ( 55,422 ) $ ( 128,565 ) Other comprehensive loss: Foreign currency translation adjustments ( 680 ) ( 1,504 ) 678 Total comprehensive loss $ ( 17,824 ) $ ( 56,926 ) $ ( 127,887 ) See notes to the consolidated financial statements 71 Table of Contents CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Common Stock Shares Amount Balance – December 31, 2018 22,466 $ 7 $ 371,463 $ 1,992 $ ( 321,487 ) $ 51,975 Exercise of common stock options 716 — 12,052 — — 12,052 Exercise of common stock warrants 821 — 17,659 — — 17,659 Stock-based compensation — — 15,888 — — 15,888 Issuance of common stock 1,904 1 61,308 — — 61,309 Issuance of ESPP 154 — 2,208 — — 2,208 Issuance of restricted stock 486 — — — — — Other comprehensive income — — — ( 680 ) — ( 680 ) Net loss — — — — ( 17,144 ) ( 17,144 ) Balance – December 31, 2019 26,547 $ 8 $ 480,578 $ 1,312 $ ( 338,631 ) $ 143,267 Exercise of common stock options 467 — 10,176 — — 10,176 Exercise of common stock warrants 9 — — — — — Stock-based compensation — — 32,872 — — 32,872 Issuance of restricted stock 779 — — — — — Issuance of ESPP 59 — 2,837 — — 2,837 Issuance of convertible notes — — 51,416 — — 51,416 Purchases of capped calls — — ( 26,450 ) — — ( 26,450 ) Other comprehensive loss — — — ( 1,504 ) — ( 1,504 ) Net loss — — — — ( 55,422 ) ( 55,422 ) Balance – December 31, 2020 27,861 $ 8 $ 551,429 $ ( 192 ) $ ( 394,053 ) $ 157,192 Exercise of common stock options 141 — 2,155 — — 2,155 Stock-based compensation — — 50,224 — — 50,224 Issuance of restricted stock 724 — — — — — Issuance of common stock 3,850 1 484,048 — — 484,049 Common stock purchase consideration for the acquisition of Dosh 916 — 117,349 — — 117,349 Fair value of assumed Dosh options attributable to pre-combination service — — 3,593 — — 3,593 Fair value of assumed Bridg options attributable to pre-combination service — — 841 — — 841 Issuance of ESPP 42 — 3,184 — — 3,184 Other comprehensive income — — — 678 — 678 Net loss — — — — ( 128,565 ) ( 128,565 ) Balance – December 31, 2021 33,534 $ 9 $ 1,212,823 $ 486 $ ( 522,618 ) $ 690,700 See notes to the consolidated financial statements 72 Table of Contents CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2019 2020 2021 Operating activities Net loss $ ( 17,144 ) $ ( 55,422 ) $ ( 128,565 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Credit loss expense 1,201 1,196 1,702 Depreciation and amortization 4,535 7,826 29,871 Amortization of financing costs charged to interest expense 95 312 968 Amortization of right-of-use asset — 3,766 5,783 Accretion of debt discount and non-cash interest expense — 2,486 9,513 Stock-based compensation expense 15,851 32,396 50,264 Change in fair value of contingent consideration — — 1,374 Other non-cash (income) expense, net ( 570 ) ( 1,003 ) 1,343 Deferred implementation costs 2,869 4,598 3,785 Income tax benefit — — ( 7,864 ) Change in operating assets and liabilities: Accounts receivable and contracts assets, net ( 26,018 ) ( 2,396 ) ( 27,936 ) Prepaid expenses and other assets ( 2,224 ) ( 65 ) ( 1,466 ) Recovery of deferred implementation costs 4,625 — — Accounts payable ( 601 ) 16 1,260 Other accrued expenses 6,152 ( 1,238 ) ( 905 ) Partner Share liability 14,301 ( 4,499 ) 9,139 Customer Incentive liability 8,385 4,429 13,211 Net cash received from (used in) operating activities 11,457 ( 7,598 ) ( 38,523 ) Investing activities Acquisition of property and equipment ( 8,277 ) ( 5,408 ) ( 3,108 ) Acquisition of patents ( 31 ) ( 76 ) ( 133 ) Capitalized software development costs ( 2,712 ) ( 4,633 ) ( 9,323 ) Business acquisitions, net of cash acquired — — ( 494,131 ) Net cash used in investing activities ( 11,020 ) ( 10,117 ) ( 506,695 ) Financing activities Principal payments of debt ( 46,698 ) ( 23 ) — Proceeds from issuance of convertible senior notes, net of issuance costs paid of $6,900 — 223,100 — Purchase of capped calls related to convertible senior notes — ( 26,450 ) — Proceeds from issuance of common stock 91,216 10,185 486,388 Deferred equity issuance costs ( 196 ) — ( 190 ) Debt issuance costs ( 143 ) ( 382 ) ( 200 ) Net cash received from financing activities 44,179 206,430 485,998 Effect of exchange rates on cash, cash equivalents and restricted cash 101 47 ( 567 ) Net increase (decrease) in cash, cash equivalents and restricted cash 44,717 188,762 ( 59,787 ) Cash, cash equivalents, and restricted cash — Beginning of period 59,870 104,587 293,349 Cash, cash equivalents, and restricted cash — End of period $ 104,587 $ 293,349 $ 233,562 See notes to the consolidated financial statements 73 Table of Contents CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2019 2020 2021 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: Cash and cash equivalents $ 104,458 $ 293,239 $ 233,467 Restricted cash 129 110 95 Total cash, cash equivalents and restricted cash — End of period $ 104,587 $ 293,349 $ 233,562 Supplemental schedule of non-cash investing and financing activities: Cash paid for interest $ 1,266 $ 63 $ 2,328 Cash paid for income taxes $ — $ — $ — Amounts accrued for property and equipment $ 456 $ 242 $ 267 Amounts accrued for capitalized software development costs $ 10 $ 68 $ 253 See notes to the consolidated financial statements 74 Table of Contents CARDLYTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Cardlytics, Inc. (“we,” “our,” “us,” the “Company,” or “Cardlytics”) is a Delaware corporation and was formed on June 26, 2008. We operate an advertising platform within our own and our partners' digital channels, which include online, mobile applications, email, and various real-time notifications (the "Cardlytics platform"). We also operate a customer data platform which utilizes point-of-sale data, including product-level purchase data, to enable marketers, in a privacy-protective manner, to perform analytics and targeted loyalty marketing and also enable marketers to measure the impact of their marketing (the "Bridg platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") who provide us with access to their anonymized purchase data and digital banking customers. The partners for the Bridg platform are merchants ("merchant data partners") who provide us with access to their point-of-sale data, including product-level purchase data. By applying advanced analytics to the purchase data we receive, 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, direct-to-consumer, and grocery and gas. 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 (1) Dosh Holdings, LLC, a wholly owned and operated subsidiary in the United States, (2) Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales, and (3) Cardlytics Services India Private Limited, a wholly owned and operated subsidiary registered as a private limited company in India. Proceeds from Issuance 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. On September 13, 2019, we closed a public equity offering in which we sold 1,904,154 shares of common stock, which included 404,154 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at a public offering price of $ 34.00 per share. We received total net proceeds of $ 61.3 million after deducting underwriting discounts and commissions of $ 3.2 million and offering costs of $ 0.2 million. Selling stockholders, including certain of our executive officers and entities affiliated with certain of our directors, sold 1,194,365 shares of common stock in the offering at a public offering price of $ 34.00 . We did not receive any proceeds from the sale of common stock by the selling stockholders. During 2019, 2020 and 2021, we received $ 29.7 million, $ 10.2 million and $ 2.2 million, respectively, in proceeds from the exercise of options and warrants to purchase shares of common stock. 2020 Convertible Senior Notes In September 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"). Refer to Note 9—Debt and Financing Arrangements for further details. 75 Table of Contents Acquisitions On May 5, 2021, we completed the acquisition of Bridg for purchase consideration of $ 578.9 million. The purchase consideration consisted of a $ 350.0 million cash purchase price, subject to $ 2.8 million of adjustments and escrows, and contingent consideration with an initial fair value of $ 230.9 million related to additional potential future payments. The potential payment within 30 days of the first anniversary of the acquisition (the "First Anniversary Payment") will be equal to 20 times the difference between the U.S. annualized recurring revenue ("ARR"), based on the month preceding the first anniversary and $ 12.5 million. The potential payment within 30 days of the second anniversary of the acquisition (the “Second Anniversary Payment”) will be equal to 15 times the difference between the ARR for customers as of the first anniversary based on the month preceding the second anniversary, and the prior ARR at the first anniversary. The Second Anniversary Payment is subject to a specified cap. At least 30% of the First Anniversary Payment and the Second Anniversary Payment will be 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 our common stock, the number of shares will be determined by dividing the amount of the payment by the trailing 20-day volume-weighted average price ending on the first anniversary date or second anniversary date, as applicable. We also assumed unvested options to purchase Bridg’s common stock and attributed $ 0.8 million of their fair value to the pre-combination service period. ARR is a performance metric defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations". Refer to Note 4—Business Combinations for further information. On March 5, 2021, we completed the acquisition of Dosh Holdings, Inc. ("Dosh") for purchase consideration of $ 277.6 million in a combination of cash and common stock. The total purchase consideration consisted of a $ 150.0 million cash purchase price, subject to $ 6.6 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 4—Business Combinations for further information. 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with 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, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh and Bridg, valuation of contingent consideration for Bridg, income tax including 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 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 $1.3 million during the year ended December 31, 2020. We recognize these costs when the extent of our actions is determined and the costs can be estimated. These charges are reflected on our consolidated statement of operations for the year ended December 31, 2020, as follows: $1.1 million in sales and marketing expense, $0.1 million in general and administrative expense and $0.1 million in research and development expense. Severance and medical benefits of $0.9 million had been paid to former employees through December 31, 2020. 76 Table of Contents As a part of our integration efforts with our acquired companies, we have continued to evaluate the optimal structure of the combined organization. As a result, during the year ended December 31, 2021 we have recognized $1.2 million in severance and medical benefits related to our acquisitions. These charges are reflected on our consolidated statement of operations within acquisition and integration costs. Additionally, during the year ended December 31, 2021, we recognized $0.8 million of severance and medical benefits charges related to internal restructuring. These charges are reflected on our consolidated statement of operations as follows: $0.1 million in delivery costs, $0.4 million in sales and marketing expense, and $0.3 million in research and development expense. We recognize these costs when the extent of our actions is determined and the costs can be estimated. As of December 31, 2021, $0.6 million of severance and medical benefits related to integration efforts and 2021 restructuring owed to former employees remains unpaid. Foreign Currency The functional currency of our foreign wholly-owned subsidiaries is the local currency. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and income and expense amounts are translated at average currency exchange rates in effect for the period. The effect of these translation adjustments is reported in a separate component of stockholders’ deficit titled accumulated other comprehensive income. We are also subject to gains and losses from foreign currency denominated transactions and the remeasurement of foreign currency denominated balance sheet accounts, both of which are included in other (expense) income, net in the accompanying consolidated statements of operations. We recorded a foreign currency (gain) loss totaling $(0.8) million, $(1.6) million and $1.3 million in 2019, 2020 and 2021, respectively. Partner Share and Other Third-Party Costs We generally pay our partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to our partners’ customers and certain third-party data costs ("Partner Share"). Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs, and deferred implementation costs incurred pursuant to our agreements with certain partners, any incremental costs due to partners as part of Partner Share commitments. To the extent that we use a specific partner customer’s anonymized purchase data in the delivery of our solutions, we pay the applicable FI partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services. Prior to March 31, 2021, we referred to Partner Share as FI Share. Delivery Costs Delivery costs consist primarily of personnel-related costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses and payroll taxes, as well as stock-based compensation expense. Delivery costs also include hosting facility costs, internally developed and purchased or licensed software costs, outsourcing costs and professional services costs. 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, and such decreased demand is likely to continue. 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. Revenue for the year ended December 31, 2020 was unfavorably affected by the COVID-19 pandemic and its impact on both consumer discretionary spending and marketers' ability to spend advertising budgets on our solutions. During the year ended December 31, 2021, we saw continued recovery of both consumer spending as well as the advertising budgets of our clients; however, many merchants continued to be impacted by labor shortages and disruptions in their supply chains. Due to continuing uncertainty regarding the severity and duration of the impacts of COVID-19 on the global economy, we will continue to monitor this situation and the potential impacts to our business. 77 Table of Contents 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. We recognize costs directly associated with business combinations, including diligence efforts, legal and advisory costs, broker fees and insurance premiums, as acquisition and integration costs on our consolidated statements of operations. 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, specifically October 1, 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 2019, 2020 nor 2021 . Revenue Recognition We determine revenue recognition through the following steps: • identification of a contract with a customer; • identification of the performance obligation(s) in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligation(s) in the contract and • recognition of revenue when or as the performance obligation(s) are satisfied. Cardlytics Platform Our revenue generated from our Cardlytics platform consist of transaction-based fees made up of a significant volume of low-dollar transactions, sourced from multiple databases. The processing and recording of revenue are highly automated and are based on contractual terms with marketers, partners, and other parties. Because of the nature of our transaction-based fees, we use automated systems to process and record our revenue transactions. We sell our solutions by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders. The agreements state the terms of the arrangement, the negotiated fee, payment terms and the fixed period of time of the campaign. We consider a contract to exist when a campaign, which typically lasts 45 days, is published to an FI partner under the terms of an insertion order. With respect to our Cardlytics platform service, our performance obligation is to offer incentives to partners' customers to make purchases from the marketer within a specified period. This performance obligation is a series that represents a stand ready obligation to provide a targeted campaign for the marketer to partners' customers. The Cardlytics platform fees represent variable consideration that is resolved when partners' customers make qualifying purchases during the marketing campaign term. Subsequent to a qualifying purchase, the associated fees are generally not subject to refund or adjustment unless the fees from the marketing campaign exceed a contractual maximum (marketer budget). We have not constrained our revenue because adjustments have historically been immaterial and given the short duration of our marketing campaigns, any adjustments are recognized during the period of the marketing campaign. We recognize revenue for the Cardlytics platform fees over time using the right to invoice practical expedient because the amount billed is equal to the value delivered to marketers through qualified purchases by FIs' customers during that period. 78 Table of Contents Consumer Incentives We report our revenue on our consolidated statements of operations net of Consumer Incentives. We do not provide the goods or services that are purchased by our partners’ customers from the marketers to which the Consumer Incentives relate. Accordingly, the marketer is deemed to be the principal in the relationship with the customer and, therefore, the Consumer Incentive is deemed to be a reduction in the purchase price paid by the customer for the marketer’s goods or services. While we are responsible for remitting Consumer Incentives to our FI partners for further payment to their customers, we function solely as an agent of marketers in these arrangements. We invoice marketers monthly based on the qualifying purchases of partners' customers as reported by our partners during the month. Invoice payment terms, negotiated on a marketer-by-marketer basis, are typically between 30 to 60 days. However, for certain marketing agencies with sequential liability terms, payments are not due to us until such marketing agency has received payment from its marketer client. Accounts receivable is recorded at the amount of gross billings to marketers, net of allowances, for the fees and Consumer Incentives that we are responsible to collect. Our accrued liabilities also include the amount of Consumer Incentives due to FI partners. As a result, accounts receivable and accrued liabilities may appear large in relation to revenue, which is reported on a net basis. Partner Share and Other Third-Party Costs We report our revenue on our consolidated statements of operations gross of Partner Share. Partner Share costs are included in Partner Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of revenue, because we and not our partners act as the principal in our arrangements with marketers. We are responsible for the fulfillment and acceptability of the services purchased by marketers. We also have latitude in establishing the price of our services, have discretion in supplier selection and earn variable amounts. Partners only supply consumer purchase data and digital marketing space and generally have no involvement in our marketing campaigns or contractual relationship with marketers. Contract Costs Given the short-term nature of our marketing campaigns, all contract costs are expensed as incurred since the expected period of benefit is less than one year. Costs to fulfill a contract include immaterial costs to set up a campaign that we expense as incurred due to the short-term nature of our marketing campaigns. Bridg Platform Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of subscription-based services. Revenue is generated from the sale of subscriptions to our cloud-based customer data-platform and the related delivery of professional services such as implementation, onboarding and technical support. Our subscription contracts are generally 6 to 36 months in duration and are generally billed in advance on a monthly, quarterly or annual basis, with the option for renewal at the end of the contractual arrangement. We recognize revenue over the period in which such services are performed. Our model typically includes an up-front implementation fee with a proof-of-concept period that begins once implementation has completed. It is followed with a periodic commitment from the customer that commences upon completion of the implementation and/or proof-of-concept period through the remainder of the customer life. The periodic commitment includes, but is not limited to, a fixed periodic fee and/or a transactional fee based on system usage that exceeds committed minimums. If the up-front implementation fee is not distinct, revenue is deferred until the date the customer commences use of our services, at which point the up-front implementation fee is recognized ratably over the life of the customer arrangement. For contracts that contain multiple performance obligations, which include combinations of subscriptions to our cloud-based services and related professional services, we account for individual services as a separate performance obligation if they are distinct. The service is distinct if the service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised services are accounted for as a combined performance obligation. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring products or services to the customer. We include any fixed charges within our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update its assumptions over the duration of the contract. As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of services is expected to be one year or less. 79 Table of Contents Many of our contracts with customers contain some component of variable consideration; however, the constraint will generally not result in a reduction in the estimated transaction price for most forms of variable consideration. We may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted. The transaction price, including any discounts, is allocated between separate services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are determined based on the market adjusted approach utilizing prices at which we separately sell or historically sold each service. For items that are not sold separately, we estimate the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In instances where there are no observable selling prices for professional services, we may apply the residual approach to estimate the standalone selling price of the subscription based services. In certain situations we al locate the variable consideration to a series of distinct services within a contract. We allocate variable payments to one or more, but not all, of the distinct services or to a series of distinct services in a contract when (i) the variable payment relates specifically to our effort to transfer the distinct service and (ii) the variable payment is for an amount that depicts the amount of consideration to which we expect to be entitled in exchange for transferring the promised services to the customer. Contract Balances Timing may differ between the satisfaction of contractual performance obligations to our customers and corresponding invoicing and cash inflows. Contract assets primarily relate to amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transformed to a receivable (billed or unbilled) once the right to payment is unconditional. Contract liabilities, or deferred revenue, are recorded for amounts collected in advance of the satisfaction of contractual performance obligations. Contract balances are reported in a net contract asset or liability position on a customer-by-customer basis at the end of each reporting period. Contract Costs Contract costs are recognized based on the transfer of services to which the asset relates. The recognition period will consider expected customer lives and whether the asset relates to services transferred under a specific anticipated contract. As of December 31, 2021, there are no contract costs subject to capitalization. There were no impairment losses recognized during 2021. Accounts Receivable Accounts receivable are carried at the original invoiced amount less an allowance for credit losses (formerly allowance for doubtful accounts), determined based on the probability of future collection. When we become aware of circumstances that may decrease the likelihood of collection, we record a specific allowance against amounts due, which reduces the receivable to the amount that we believe will be collected. For all other accounts receivable, we determine the adequacy of the allowance for credit losses based on historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. The following table presents changes in the allowance for credit losses (in thousands): Year Ended December 31, 2019 2020 2021 Beginning balance $ 169 $ 255 $ 587 Credit loss expense 1,201 1,196 1,702 Write-offs, net of recoveries ( 1,115 ) ( 864 ) ( 962 ) Ending balance $ 255 $ 587 $ 1,327 Unbilled receivables were $ 0.6 million, $ 0.5 million and $ 2.2 million as of December 31, 2019, 2020 and 2021, respectively. An unbilled receivable represents revenue earned and recognized from customer activity that was not billed prior to the end of the reporting period. Unbilled receivables are included in accounts receivable and contract assets, net on our consolidated balance sheets. 80 Table of Contents Leases At the inception or modification of a contract, we determine whether a lease exists and classify it as an operating or finance lease at commencement. Subsequent to commencement, lease classification is only reassessed upon a change to the expected lease term or contract modification. Finance and operating lease assets represent our right to use an underlying asset as lessee for the lease term, and lease obligations represent our obligation to make lease payments arising from the lease. Lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments, net of incentives such as tenant improvement allowances, over the lease term. As our leases generally do not provide an implicit rate, we use our incremental borrowing rates as of the lease commencement date to determine 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. 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. Leases with an initial expected term of 12 months or less are not recorded in the Consolidated Balance Sheets and the related lease expense is recognized on a straight-line basis over the lease term. We have elected to include non-lease components, such as common-area maintenance costs, 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. We record operating lease expense using the straight-line method within General and administration expense and/or Research and development expense dependent upon the individual leased assets. Finance lease expense is recognized as amortization expense within Depreciation and amortization expense, and interest expense within Interest expense, net. For leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases with rent-free periods, we recognize expense on a straight-line basis over the expected lease term, based on the total minimum lease payments to be made or lease receipts expected to be received. Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the assets may no longer be recoverable, such as closures of office spaces or data centers, and leased assets that are no longer being utilized in current operations, and other factors. When necessary, we calculate operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property or asset, if allowed by the lease. Lease impairment charges for properties or assets no longer used in operations are recorded as a component of Restructuring, acquisition and integration related expenses or General and administrative expenses in t he Consolidated Statements of Operations, dependent upon the qualitative factors surrounding the impairment. The calculation of lease impairment charges may require significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on our experience and knowledge of the market in which the property or asset is located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized as a reduction of the carrying value of the right-of-use asset and finance lease assets. Refer to Note 7—Leases for additional information. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred, while betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts and any resulting gain or loss is recognized. Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows: Computer equipment: 2–3 years Furniture and fixtures: 5 years Leasehold improvements: Lesser of estimated useful life or life of the lease 81 Table of Contents Other Intangible Assets Intangible assets, excluding those acquired from our business combinations, are recorded at cost and consist of costs incurred for software patent applications. As of December 31, 2021, we had seven issued patents relating to our software. We received approval for three patents in 2013, one patent in 2018 and three in 2021 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents. If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately. Deferred patent costs related to patents for which we have not yet obtained approval totaled $ 0.3 million and $ 0.4 million as of December 31, 2020 and 2021, respectively. Based on deferred patent costs as of December 31, 2021, the related amortization expense will be less than $0.1 million in each of the next five years. Intangible assets are as follows (in thousands): December 31, 2020 2021 Deferred patent costs, gross $ 518 $ 647 Less accumulated amortization ( 71 ) ( 85 ) Deferred patent costs, net $ 447 $ 562 Internal-Use Software Development Costs Capitalized software development costs consist of costs incurred in the development of internal-use software, primarily associated with the development and enhancement of our Ads Manager and Ad Server. We capitalize the costs of software developed or obtained for internal use in accordance with ASC Topic 350-40, Internal Use Software . We begin to capitalize our costs upon completion of the preliminary project stage. We consider the preliminary project stage to be complete and the application development stage to have begun when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred in the preliminary project stage and post-implementation operation stages are expensed as incurred and recorded in research and development expense on our consolidated statements of operations. During 2019, 2020 and 2021, we capitalized development costs for improvements to our platforms, including our Ads Manager Ad Server, totaling $2.6 million, $4.3 million and $10.1 million, respectively. During the first quarter of 2020, we redesigned certain elements of this project and wrote off development costs totaling $1.0 million recognized in depreciation and amortization expense on our consolidated statement of operations. Capitalized software development costs are as follows (in thousands): December 31, 2020 2021 Capitalized software development costs, gross $ 9,230 $ 19,495 Less accumulated amortization ( 2,931 ) ( 6,364 ) Capitalized software development costs, net $ 6,299 $ 13,131 Debt Issuance Costs Costs incurred to obtain loans, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the applicable loans’ life using the effective interest method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our consolidated balance sheets and amortized ratably over the term of the arrangement. As described in Note 9—Debt and Financing Arrangements, on September 22, 2020, we issued the Notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due in 2025, 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 net proceeds from this offering were $ 222.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. In accounting for the $ 7.3 million issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values. 82 Table of Contents Amortization of debt issuance costs included in interest expense, net totaled $0.1 million, $0.3 million and $1.0 million in 2019, 2020 and 2021, respectively. Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands): December 31, 2020 2021 Debt issuance costs, gross $ 412 $ 598 Less accumulated amortization ( 377 ) ( 459 ) Debt issuance costs, net $ 35 $ 139 Deferred debt issuance costs related to our Notes included in debt are as follows (in thousands): December 31, 2020 2021 Debt issuance costs, gross $ 5,596 $ 5,596 Less accumulated amortization ( 217 ) ( 1,091 ) Debt issuance costs, net $ 5,379 $ 4,505 Future amortization of debt issuance costs is as follows (in thousands): Years Ending December 31, Amortization 2022 1,145 2023 1,151 2024 1,312 2025 1,036 Total $ 4,644 Deferred Offering Costs Deferred offering costs consist of incremental costs directly attributable to equity offerings. Deferred offering costs are included in other long-term assets on our consolidated balance sheets. Upon completion of an offering, these amounts are offset against the proceeds of the offering. Deferred offering costs is as follows (in thousands): Year Ended December 31, 2019 2020 2021 Beginning balance $ — $ — $ — Deferred costs 196 — 190 Recognized against offering proceeds ( 196 ) — ( 190 ) Ending balance $ — $ — $ — Advertising We expense advertising costs as incurred. These costs are included in sales and marketing expense on our consolidated statements of operations. Advertising costs include direct marketing costs such as print advertisements, market research, direct mail, public relations and trade show expenses and totaled $ 1.4 million, $ 1.0 million and $ 3.7 million in 2019, 2020 and 2021, respectively. 83 Table of Contents Stock-Based Compensation We measure and recognize compensation expense based on the estimated fair value of the award on the grant date. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. We recognize the fair value of awards that contain performance conditions based upon the probability of the performance conditions being met. Expense for awards with performance conditions are estimated and adjusted on a quarterly basis based upon our assessment of the probability that the performance condition will be met. We recognize the fair value of awards that contain market conditions over the derived service period. Forfeitures are accounted for when they occur. Refer to Note 10—Stock-based Compensation for additional information regarding our specific award plans and estimates and assumptions used to determine fair value. Fair Value of Financial Instruments When required by GAAP, assets and liabilities are reported at fair value on our consolidated financial statements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. Our nonfinancial assets that we recognize or disclose at fair value on our consolidated financial statements on a nonrecurring basis include property and equipment, intangible assets, capitalized software development costs and deferred implementation costs. The fair values for these assets are evaluated when events or changes in circumstances indicate the carrying value may not be recoverable. Refer to Note 13—Fair Value Measurements for information regarding the fair value of our financial instruments. Contingent Consideration The consideration for the Company’s acquisitions may include future payments that are contingent upon the occurrence of a particular event. The Company records a contingent consideration obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. Estimated payments are discounted using present value techniques to arrive at an estimated fair value at the balance sheet date. Changes in the fair value of the contingent consideration obligations are recognized within the Company’s Consolidated Statements of Operations and Comprehensive Loss. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and assumptions used in preparing these models which include estimates such as revenue volatility, revenue discount rate, weighted average cost of capital, and our common stock volatility. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. Refer to Note 13—Fair Value Measurements for information regarding the fair value of our financial instruments. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Valuation allowances are provided when we determine that it is more likely than not that all of, or a portion of, deferred tax assets will not be utilized in the future. Significant judgment is required in determining any valuation allowance recorded against net deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. 84 Table of Contents Estimates of future taxable income are based on assumptions that are consistent with our plans. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual amounts differ from our estimates, the amount of our tax expense and liabilities could be materially impacted. We have recorded a full valuation allowance related to our net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities. Where applicable, we classify associated interest and penalties as income tax expense. The total amounts of interest and penalties were not material. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. 3. ACCOUNTING STANDARDS Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) to increase the transparency and comparability among organizations as it relates to lease assets and lease liabilities, by requiring lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months, with exceptions. Effective January 1, 2020, we early adopted this guidance using a modified retrospective approach, which was required for all leases that exist at or commence after the date of the initial application with an option to use certain practical expedients. We have elected to use these practical expedients, which allow us to treat all components of our leases as a single component, not to reassess lease classification or whether an arrangement is or contains a lease and not to reassess its initial accounting for direct lease costs. During the first quarter of 2020, we recorded right-of-use assets of $ 10.3 million, lease liabilities of $ 13.5 million and eliminated deferred rent liabilities of $3.2 million. These amounts represent right-of-use assets of $7.4 million, lease liabilities of $10.6 million and deferred rent liabilities of $3.2 million as of the adoption date of ASU 2016-02 and right-of-use assets and lease liabilities of $2.9 million, respectively, for office space entered into during the quarter. The adoption of this guidance did not have a significant impact on our consolidated statements of operations or cash flows. On January 1, 2020, we adopted ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements. On January 1, 2020, we adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which addresses the accounting for implementation, setup and other upfront costs incurred in a hosting arrangement. The adoption of this guidance did not have a material effect on our 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, as it removes the requirement to bifurcate our Convertible Senior Notes ("the Notes") into a separate liability and equity component. ASU 2020-06 will be effective for annual reporting periods beginning after December 15, 2021. On January 1, 2022 we will adopt this standard using the modified retrospective method which allows for a cumulative-effect adjustment to the opening balance sheet without restating prior periods. Upon adoption, we expect to initially record a decrease in accumulated deficit of $11.2 million, an increase to long-term debt of $40.2 million and a decrease to additional paid in capital of $51.4 million. Refer to Note 9, “Debt and Financing Arrangements” for further information about the Notes. 85 Table of Contents In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which require that an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with Topic 606, at fair value on the acquisition date. ASU 2020-08 will be effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. On January 1, 2022 we will adopt this standard and apply to prospective business combinations. 4 . BUSINESS COMBINATIONS Our acquisitions were accounted for as business combinations and the total purchase consideration of each was allocated to the net tangible and intangible assets and liabilities acquired based on their fair values on the acquisition dates with the remaining amounts 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 Annual Report on Form 10-K may be adjusted during the measurement period for each acquisition of up to 12 months from the dates 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. During the year ended December 31, 2021 we incurred $ 24.4 million of costs in connection with the acquisitions of Dosh and Bridg. These costs are included in acquisition and integration costs on our consolidated statements of operations. Acquisition costs primarily represent diligence efforts, legal and advisory costs, broker fees and insurance premiums. Integration costs primarily represent integration-related employee compensation, advisory costs, and travel costs. The results of Dosh and Bridg have been included in the consolidated financial statements since their respective dates of acquisition. For the year ended December 31, 2021, Dosh and Bridg's combined revenue included in the consolidated statement of operations were approximately 8% of consolidated revenue. Due to the continued integration of the combined businesses, it was impractical to determine the earnings. For both the acquisitions of Dosh and Bridg, as applicable, 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, as applicable, 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 brands, the appropriate royalty rates and the weighted-average costs 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. Acquisition of Bridg On May 5, 2021, we completed the acquisition of Bridg for purchase consideration of $ 578.9 million, as presented below (in thousands): May 5, 2021 Cash paid to common and preferred stockholders, warrant holders and vested option holders $ 337,166 Cash paid to extinguish acquiree debt 1,949 Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 8,012 Fair value of contingent consideration 230,921 Fair value of assumed options attributable to pre-combination service 841 Total purchase consideration $ 578,889 86 Table of Contents The following table presents the preliminary purchase consideration allocation recorded on our consolidated balance sheet as of the acquisition date (in thousands): May 5, 2021 Cash and cash equivalents $ 1,630 Accounts receivable and other assets 1,989 Intangible assets 64,700 Goodwill 536,826 Accounts payable and other liabilities ( 20,694 ) Deferred tax liabilities ( 5,562 ) Total purchase consideration $ 578,889 The goodwill was primarily attributed to the value of future growth expected for the Bridg platform and of synergies created with our current and future offerings. Goodwill is not expected to be deductible for income tax purposes. During the fourth quarter of 2021, we recorded a measurement period adjustment to our income tax provision resulting in $5.6 million of additional goodwill. See Note 11—Income Taxes for further details. We will owe a brokerage fee derived from the amount of the First Anniversary Payment and the Second Anniversary Payment, if any. As of December 31, 2021, the brokerage fee of the First Anniversary Payment is expected to be $12.3 million, reflected in accrued expenses on our consolidated balance sheet, and the brokerage fee of the Second Anniversary Payment is expected to be $4.5 million, reflected in other long-term liabilities on our consolidated balance sheet. The following table presents 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 $ 200 2.0 Developed technology 53,500 6.0 Merchant relationships 11,000 5.0 Acquisition of Dosh On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $ 277.6 million, as presented below (in thousands): March 5, 2021 Cash paid to common and preferred stockholders, warrant holders and vested option holders $ 136,626 Cash paid to extinguish acquiree debt 16,574 Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 3,463 Fair value of common stock transferred 117,354 Fair value of assumed options attributable to pre-combination service 3,593 Total purchase consideration $ 277,610 87 Table of Contents The following table presents the preliminary purchase consideration allocation recorded on our 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 80,000 Goodwill 205,690 Accounts payable and other liabilities ( 4,146 ) Consumer Incentive liability ( 15,101 ) Deferred tax liabilities ( 2,302 ) Total purchase consideration $ 277,610 The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings and of future growth expected from the labor force of Dosh. Goodwill is not expected to be deductible for income tax purposes. During the fourth quarter of 2021, we recorded a measurement period adjustment of $1.5 million of additional fair value of developed technology. During the fourth quarter of 2021, we recorded a measurement period adjustment to our income tax provision resulting in $2.3 million of additional goodwill. See Note 11—Income Taxes for further details. The following table presents 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 37,500 6.0 Merchant relationships 21,000 5.0 Partner relationships 2,000 7.0 Card-linked subscriber user base $ 17,000 5.0 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 acquisitions of Bridg and Dosh had been 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 of the combined business had the acquisitions of Bridg and 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 acquisitions are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Year Ended December 31, 2020 2021 Revenue $ 223,259 $ 274,486 Net loss ( 92,883 ) ( 138,422 ) 88 Table of Contents 5. GOODWILL AND ACQUIRED INTANGIBLES The changes in the carrying amount of goodwill for the year ended December 31, 2021 are as follows (in thousands): Balance as of December 31, 2020 $ — Goodwill additions 742,516 Balance as of December 31, 2021 $ 742,516 Acquired intangible assets subject to amortization as of December 31, 2021 were as follows: Cost Accumulated Amortization Net Weighted Average Remaining Useful Life (in thousands) (in years) Trade name $ 2,700 $ ( 753 ) $ 1,947 2.1 Developed technology 91,000 ( 11,026 ) 79,974 5.3 Merchant relationships 32,000 ( 4,900 ) 27,100 4.2 Partner relationships 2,000 ( 235 ) 1,765 6.2 Card-linked subscriber user base 17,000 ( 2,798 ) 14,202 4.2 Total other intangible assets $ 144,700 $ ( 19,712 ) $ 124,988 Amortization expense of acquired intangibles for the twelve months ended December 31, 2021 was $ 19.7 million. As of December 31, 2021, we expect amortization expense in future periods to be as follows (in thousands): Amount 2022 26,186 2023 26,120 2024 25,400 2025 25,252 2026 17,558 Thereafter 4,472 Total expected future amortization expense $ 124,988 6. REVENUE The Cardlytics Platform The Cardlytics platform is our proprietary native bank advertising channel that enables marketers to reach consumers through the FIs' trusted and frequently visited digital banking 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 FIs’ 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. During 2019, 2020 and 2021, Consumer Incentives totaled $ 105.6 million, $ 76.5 million and $ 127.0 million, 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 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. 89 Table of Contents The Cardlytics platform is priced 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, which we refer to as the CPS Rate, of all purchases from the marketer by consumers who (1) 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 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. We seek to optimize the level of Consumer Incentives to retain a greater portion of billings. However, if the amount of Consumer Incentives exceeds the amount of billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. This has occurred infrequently and has been immaterial in amount for each of the periods presented. In some instances, we may also charge the marketer the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign. • 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): Year Ended December 31, 2019 2020 2021 Cost per Served Sale $ 143,754 $ 131,045 $ 175,434 Cost per Redemption 63,295 53,838 81,911 Other 3,381 2,009 1,409 Cardlytics platform revenue $ 210,430 $ 186,892 $ 258,754 The Bridg platform The Bridg platform generates revenue through the sale of subscriptions to our cloud-based customer-data platform and the delivery of professional services, such as implementation, onboarding and technical support in connection with each subscription. We recognize subscription revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer. For non-recurring services or transactional based fees dependent on system usage, revenue is recognized as services are delivered. Our subscription contracts are generally 6 to 36 months in duration and are generally billed in advance on a monthly, quarterly or annual basis. The following table summarizes revenue from the Bridg platform (in thousands): Period Ended December 31, 2021 Subscription revenue $ 8,207 Other revenue 155 Bridg platform revenue $ 8,362 90 Table of Contents The following table summarizes contract balances from the Bridg platform (in thousands): Contract Balance Type Consolidated Balance Sheets Location December 31, 2021 Contract assets, current Accounts receivable and contract assets, net $ 52 Contract assets, long-term Other long-term assets, net 26 Total contract assets $ 78 Contract liabilities, current Deferred revenue $ 1,627 Contract liabilities, long-term Long-term deferred revenue 173 Total contract liabilities $ 1,800 The following information represents the total transaction price for the remaining performance obligations as of December 31, 2021 related to contracts expected to be recognized over future periods. This includes deferred revenue on our consolidated balance sheets and contracted amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2021, we had $ 17.9 million of remaining performance obligations, of which $7.0 million is expected to be recognized in the next twelve months, with the remaining amount recognized thereafter. The remaining performance obligations exclude future transaction revenue of variable consideration that are allocated to wholly unsatisfied distinct services that form part of a single performance obligation and meets certain variable allocation criteria. 7. LEASES We have various non-cancellable operating and finance leases for our office spaces, data centers and operational assets with lease periods expiring between 2022 and 2025. During the year ended December 31, 2021, we recognized additional right-of-use assets and lease liabilities related to our operating leases of $ 5.1 million and $ 5.5 million , respectively. This includes $ 1.8 million of new lease agreements related to data center expansion, $0.6 million related to the renewal or modification of pre-existing data center lease agreements, $ 0.4 million of new lease agreements related to office space expansion and $ 0.9 million related to the renewal or modification of pre-existing office space lease agreements. Additionally, right-of-use assets and lease liabilities of $ 1.4 million and $ 1.8 million , respectively, were recorded related to the acquisitions of Dosh and Bridg and assumption of their existing lease agreements. Refer to Note 4—Business Combinations for further information. During 2021, we incurred an impairment of $ 0.6 million to the right-of-use assets under operating leases, related to the discontinued use of office space lease obtained during the Dosh acquisition. The impairment is reflected in a cquisition and integration costs i n the Consolidated Statements of Operations and was attributable to the Cardlytics platform operating segment. Refer to Note 16—Segments for more information on our operating segments. During 2020 and 2021, respectively, we made cash payments of $ 4.0 million and $ 7.3 million for operating leases which are included in cash flows received from (used in) operating activities in our consolidated statement of cash flows. 91 Table of Contents Lease assets and liabilities, net, are as follows (in thousands): December 31, Lease Type Consolidated Balance Sheets Location 2020 2021 Operating lease assets Right-of-use assets under operating leases, net $ 10,764 $ 10,196 Finance lease assets Property and equipment, net 9 86 Total lease assets 10,773 10,282 Operating lease liabilities, current Current operating lease liabilities 4,718 6,028 Operating lease liabilities, long-term Long-term operating lease liabilities 9,381 6,801 Finance lease liabilities, current Accrued expenses 13 36 Finance lease liabilities, long-term Other long-term liabilities — 50 Total lease liabilities $ 14,112 $ 12,915 The following table summarizes activity related to our leases (in thousands): December 31, 2020 2021 Operating lease expense $ 4,078 $ 5,632 Variable lease expense 847 936 Short-term lease expense 232 119 Total net operating lease cost $ 5,157 $ 6,687 The following table presents our weighted average borrowing rates and weighted average lease terms: December 31, 2020 2021 Operating leases: Weighted average borrowing rate 3.4 % 3.4 % Weighted average remaining lease term (years) 3.25 2.36 The following table summarizes future maturities of lease liabilities as of December 31, 2021 (in thousands): Fiscal Year Operating Leases 2022 $ 6,334 2023 4,472 2024 1,920 2025 611 Total lease payments 13,337 Imputed interest 508 Total lease liabilities $ 12,829 92 Table of Contents 8. PROPERTY AND EQUIPMENT Significant components of property and equipment are as follows (in thousands): December 31, 2020 2021 Computer equipment $ 27,105 $ 28,848 Leasehold improvements 6,770 7,689 Furniture and fixtures 1,112 1,232 Construction in progress 125 29 Property and equipment, gross 35,112 37,798 Less accumulated depreciation and amortization ( 21,247 ) ( 26,525 ) Property and equipment, net $ 13,865 $ 11,273 Depreciation expense was $ 4.0 million, $ 5.6 million and $ 6.7 million in 2019, 2020 and 2021, respectively. 93 Table of Contents 9. DEBT AND FINANCING ARRANGEMENTS Our debt consists of the following (in thousands): December 31, 2020 2021 Convertible senior notes, net $ 174,011 $ 184,398 Accrued interest is included within accrued expenses in our consolidated balance sheet. We had accrued interest on debt of $0.6 million and $0.7 million as of December 31, 2020 and 2021, respectively. 2020 Convertible Senior Notes On September 22, 2020, we issued Notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due in 2025, 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 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, which began on March 15, 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. 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. 94 Table of Contents 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 business days; • 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 business day; • 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 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. 95 Table of Contents 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 using Level 3 inputs. 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 recorded in Additional Paid-in Capital and 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 is as follows (in thousands): December 31, 2020 2021 Principal $ 230,000 $ 230,000 Minus: Unamortized debt discount ( 50,610 ) ( 41,098 ) Minus: Unamortized issuance costs ( 5,379 ) ( 4,504 ) Net carrying amount of the liability component $ 174,011 $ 184,398 The net carrying amount of the equity component of the Notes is as follows (in thousands): December 31, 2020 2021 Proceeds allocated to the conversion options (debt discount) $ 53,096 $ 53,096 Minus: Issuance costs ( 1,680 ) ( 1,680 ) Net carrying amount of the equity component $ 51,416 $ 51,416 Interest expense recognized related to the Notes is as follows (in thousands): December 31, 2020 2021 Contractual interest expense (due in cash) $ 626 $ 2,300 Amortization of debt discount 2,486 9,513 Amortization of debt issuance costs 217 874 Total interest expense related to the Notes $ 3,329 $ 12,687 Effective interest rate 5.32 % 5.52 % 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 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. 96 Table of Contents 2018 Loan Facility On May 21, 2018, we entered into a Loan and Security Agreement with Pacific Western Bank (the “Lender”) consisting of a $ 30.0 million asset–based revolving line of credit ("2018 Line of Credit") and a $ 20.0 million term loan ("2018 Term Loan") (collectively, the “2018 Loan Facility”). We used the entire $ 20.0 million in proceeds from the 2018 Term Loan and an advance of $ 27.4 million under the 2018 Line of Credit to repay all outstanding obligations under our prior line of credit and term loan. On May 14, 2019, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit, from $ 30.0 million to $ 40.0 million, and decrease the capacity of our 2018 Term Loan from $ 20.0 million to $ 10.0 million. This amendment also extended the maturity date of the 2018 Loan Facility from May 21, 2020 to May 14, 2021. We repaid $ 10.0 million of the principal balance of the 2018 Term Loan upon the execution of the amendment in May 2019 and repaid the remaining $ 10.0 million principal balance in September 2019. On September 17, 2020, we amended our 2018 Loan Facility to allow for the issuance of the Notes. On December 30, 2020, we amended our 2018 Loan Facility to increase the capacity of our 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. As of December 31, 2021, we had $50.0 million of unused borrowings available under our 2018 Line of Credit. 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. Under the 2018 Loan Facility relating to 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 under the 2018 Line of Credit bears an interest rate equal to the prime rate minus 0.50 %, or 2.75 % as of December 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. Interest accrued on the 2018 Term Loan at an annual rate of interest equal to the prime rate minus 2.75 %, or 2.00 % at the date of repayment in September 2019. The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions and dispositions of assets, incurrence of indebtedness and encumbrances on our assets and the payment or declaration of dividends; in each case subject to specified exceptions. The 2018 Loan Facility also includes standard events of default, including in the event of a material adverse change. Upon the occurrence of an event of default, the lender may declare all outstanding obligations immediately due and payable and take such other actions as are set forth in the 2018 Loan Facility and increase the interest rate otherwise applicable to advances under the 2018 Line of Credit by an additional 3.00 %. All of our obligations under the 2018 Loan Facility are secured by a first priority lien on substantially all of our assets. The 2018 Loan Facility does not include any prepayment penalties. We believe we were in compliance with all financial covenants as of December 31, 2021. Future Payments Aggregate future payments of principal due upon maturity are as follows (in thousands): Years Ending December 31, Convertible Senior Notes 2022 $ — 2023 — 2024 — 2025 230,000 Total debt $ 230,000 97 Table of Contents 10. STOCK-BASED COMPENSATION Our 2018 Equity Incentive Plan ("2018 Plan") became effective in February 2018. Prior to the 2018 Plan, we granted awards under our 2008 Stock Plan ("2008 Plan"). Any awards granted under the 2008 Plan remain subject to the terms of our 2008 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2018 Plan. As of December 31, 2021, there were 2,033,227 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 1,676,682 shares on January 1, 2022. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation, which are collectively referred to as stock awards. Additionally, the 2018 Plan provides for the grant of performance cash awards. The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands): Year Ended December 31, 2019 2020 2021 Delivery costs $ 711 $ 1,181 $ 1,865 Sales and marketing expense 4,248 9,857 13,780 Research and development expense 1,619 4,713 10,328 General and administration expense 9,273 16,645 24,291 Total stock-based compensation expense $ 15,851 $ 32,396 $ 50,264 During 2019, 2020 and 2021, we capitalized less than $ 0.5 million, $ 0.5 million and $0.7 million, respectively, of stock-based compensation expense for software development. Additionally, during 2021, we recognized $12.5 million expense related to our assumption of unvested options and RSU and PSU grants to employees of our acquired businesses. As of December 31, 2021, we have accrued $0.8 million of stock-based compensation for bonus in lieu of cash compensation which has not been settled. This amount is presented within accrued compensation on our condensed consolidated balance sheet. Common Stock Options The term of each option to purchase shares of our common stock pursuant to the 2018 Plan is set by our board of directors or a committee thereof. Option awards are generally granted with an exercise price not less than the fair value per share of our common stock at the grant date. Option awards generally vest over four years and expire 10 years following the date of grant. 98 Table of Contents A summary of common stock option activity under our 2018 Plan is as follows (in thousands, except per share amounts): Shares Weighted-Average Exercise Price Per Share Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding - December 31, 2018 1,774 $ 20.55 Granted 39 20.64 Exercised ( 716 ) 16.84 $ 21,399 Forfeited ( 31 ) 23.95 Cancelled ( 66 ) 22.37 Outstanding - December 31, 2019 1,000 $ 22.99 Exercised ( 467 ) 21.78 $ 29,523 Forfeited ( 19 ) 27.83 Cancelled ( 1 ) 21.89 Outstanding - December 31, 2020 513 $ 23.91 Exercised ( 106 ) 19.11 $ 9,710 Cancelled ( 1 ) 22.16 Outstanding - December 31, 2021 406 $ 25.17 4.80 $ 16,608 Exercisable - December 31, 2021 406 $ 25.17 4.80 $ 16,608 (1) For options exercised during the year, 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 December 31, 2021 , the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $ 66.09 closing price of our common stock as reported on the Nasdaq Global Market on December 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 2019, 2020 and 2021 was approximately $4.8 million, $2.3 million and $0.5 million respectively. All stock option awards outstanding under our 2018 Plan have vested as of December 31, 2021. Common Stock Options from Bridg Acquisition In connection with the acquisition of Bridg, each unvested option to purchase shares of Bridg 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 Ecinity, Inc. 2012 Equity Incentive Plan ("Bridg Plan") and were separately registered with the Securities and Exchange Commission on Form S-8 on August 3, 2021. The maximum aggregate number of shares of our common stock that may be issued upon exercise of these awards is 21,797 shares, and we do not expect to grant any additional awards under the Bridg Plan. The converted awards retain the same terms and conditions as the awards granted by Bridg prior to the acquisition. The awards have remaining vesting periods ranging from less than one year to four years. 99 Table of Contents The following table summarizes changes in common stock options from the Bridg acquisition: Shares (in thousands) Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (in thousands) (1) Options outstanding — December 31, 2020 — $ — Assumed 22 8.46 Exercised ( 4 ) 8.53 $ 318 Options outstanding — December 31, 2021 18 8.45 9.35 $ 1,023 Exercisable — December 31, 2021 4 $ 8.35 9.35 $ 225 (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 December 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $ 66.09 per share closing price of our common stock as reported on the Nasdaq Global Market on December 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 twelve months ended December 31, 2021 was $ 0.4 million. As of December 31, 2021, unamortized stock-based compensation expense related to unvested common stock options was $ 0.9 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 1.7 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: May 5, 2021 Value of Common Stock $ 106.34 Expected Term 7.0 Volatility 56.6 % Risk-free interest rate 1.1 % Exercise Price $6.54 - 9.81 Dividend Rate — % 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. 100 Table of Contents The following table summarizes changes in common stock options from the Dosh acquisition: Shares (in thousands) Weighted-Average Exercise Price Weighted Average Contractual Life (in years) Aggregate Intrinsic Value (in thousands) (1) Options outstanding — December 31, 2020 — $ — Assumed 104 3.06 Exercised ( 30 ) 3.06 $ 2,492 Forfeited ( 44 ) 3.06 Options outstanding — December 31, 2021 30 3.06 9.15 $ 1,847 Exercisable — December 31, 2021 5 $ 3.06 9.03 $ 308 (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 December 31, 2021, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $ 66.09 per share closing price of our common stock as reported on the Nasdaq Global Market on December 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 twelve months ended December 31, 2021 was $ 3.5 million. As of December 31, 2021, unamortized stock-based compensation expense related to unvested common stock options was $ 2.4 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 2.20 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 7.0 Volatility 54.6 % Risk-free interest rate 1.1 % Exercise Price $ 3.06 Dividend Rate — % 101 Table of Contents 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 (in thousands) Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term (in years) Unamortized Compensation Costs (in thousands) Unvested - December 31, 2018 381 $ 18.11 Granted 1,978 17.78 Vested ( 486 ) 14.97 Forfeited/canceled ( 132 ) 18.92 Unvested - December 31, 2019 1,741 $ 18.55 Granted 1,758 43.07 Vested ( 779 ) 28.56 Forfeited ( 286 ) 23.34 Unvested - December 31, 2020 2,434 $ 32.49 Granted 975 106.24 Vested ( 724 ) 32.51 Forfeited ( 391 ) 51.54 Unvested - December 31, 2021 2,294 $ 60.58 2.80 $ 106,468 Service-based Restricted Stock Units During 2021, we granted 769,653 RSUs to employees, executives, and our non-employee directors, which have annual vesting periods ranging from one to four years. During 2021, we additionally granted 30,624 immediately vesting RSUs resulting from the modification of awards through separation agreements. The immediately vesting awards replaced previously granted RSUs which were cancelled as a result of the modification. As of December 31, 2021, there was approximately $ 106.5 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.8 years. The aggregate intrinsic value based on the $ 66.09 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2021 of unvested RSUs is $ 151.6 million as of December 31, 2021. Subsequent to December 31, 2021, we granted 283,634 RSUs to employees, which have annual vesting periods ranging from two to four years. We additionally granted 6,093 RSUs which vest in less than a year and replace previously granted RSUs which were cancelled as a result of the modification of awards due to separation. The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2021 is $ 16.1 million. Performance-based Restricted Stock Units During 2019, we granted 1,252,500 performance-based RSUs (“2019 PSUs”). The 2019 PSUs are composed of four equal tranches, each of which have an independent performance-based vesting condition. The vesting criteria for the four tranches are as follows: • a minimum growth rate in adjusted contribution over a trailing 12-month period, • a minimum number of advertisers that are billed above a specified amount over a trailing 12-month period, • a minimum cumulative adjusted EBITDA target over a trailing 12-month period, and • a minimum trailing 30-day average closing price of our common stock. 102 Table of Contents 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 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 vested in November 2020 upon the twelve-month anniversary of the tranche's achievement date. In October 2021, the compensation committee of our board of directors certified that the target number of advertisers that were billed over a specified amount during a trailing 12-month period had been achieved resulting in the immediate vesting of 50% of the related PSU tranche. In December 2021, the compensation committee of our board of directors certified that the target growth rate for adjusted contribution during a trailing 12-month period had been achieved resulting in the immediate vesting of 50% of the related PSU tranche. 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 unmet at the time 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. In July 2021, we granted 34,344 performance-based restricted stock units ("Bridg PSUs") which have performance-based vesting conditions based on the achievement of a minimum ARR target by the first anniversary of the Bridg acquisition. Vesting is tied to the percentage of the ARR target achieved during the specified period with 50% of the units vesting between 80% - 99.999% achievement and 100% of the units vesting upon 100% achievement. If these percentages are not met, no Bridg PSUs will vest. In September 2021, we granted 6,666 PSUs which have the same unmet vesting conditions of the 2020 PSUs, 6,667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 6,667 PSUs which have the same unmet different revenue target vesting condition of the 2021 PSUs as described above. We believe that the achievement of all of the above referenced performance-based vesting conditions are probable before the awards' respective expiration dates. Employee Stock Purchase Plan Our board of directors adopted and our stockholders have approved our 2018 Employee Stock Purchase Plan ("2018 ESPP"). Our 2018 ESPP became effective on February 8, 2018, the date our registration statement in connection with our IPO was declared effective and enables eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on the first trading day of the offering period or the date of purchase. During 2019, 2020 and 2021, a total of 154,601 , 59,173 and 41,473 shares of common stock were purchased by employees under the 2018 ESPP, respectively. 103 Table of Contents As of December 31, 2021, 711,255 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2026, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 500,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 335,336 shares on January 1, 2022. Shares subject to purchase rights granted under our 2018 ESPP that terminate without having been issued in full will not reduce the number of shares available for issuance under our 2018 ESPP. 11. INCOME TAXES Domestic and foreign components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2019 2020 2021 Domestic $ ( 13,464 ) $ ( 42,613 ) $ ( 122,087 ) Foreign ( 3,680 ) ( 12,809 ) ( 14,342 ) Loss before income taxes $ ( 17,144 ) $ ( 55,422 ) $ ( 136,429 ) The significant components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2019 2020 2021 Current: Federal $ — $ — $ — State — — — Foreign (1) — — — Total current — — — Deferred: Federal 1,326 23,062 31,106 State 622 3,744 4,942 Foreign 222 1,713 2,184 Change in uncertain tax positions 598 ( 117 ) ( 596 ) Change in valuation allowance ( 2,768 ) ( 28,402 ) ( 29,772 ) Total deferred — — 7,864 Income tax benefit $ — $ — $ 7,864 (1) The current income tax (expense) during 2019, 2020 and 2021 excludes Indian income tax expense of less than $0.1 million, $0.3 million and $0.2 million, respectively. 104 Table of Contents The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate: Year Ended December 31, 2019 2020 2021 Tax benefit at federal statutory rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit — % — % 2.08 % Change in federal and state statutory rate 0.34 % 0.35 % ( 0.14 ) % Foreign rate differential ( 0.20 ) % ( 0.62 ) % ( 0.19 ) % Other adjustments ( 5.18 ) % 7.36 % 4.68 % Valuation allowance ( 16.18 ) % ( 28.57 ) % ( 21.76 ) % Income tax benefit ( 0.22 ) % ( 0.48 ) % 5.68 % The significant components of deferred income taxes are as follows (in thousands): December 31, 2020 2021 Net operating loss carry-forwards $ 92,387 $ 145,273 Allowance for credit losses 94 212 Depreciation and amortization ( 13,601 ) ( 42,053 ) Stock-based compensation 3,769 7,889 Deferred costs 1,462 7,898 IRC Section 163(j) interest expense limitation 89 77 Other tax credit carry-forward 1,771 4,249 Other temporary differences 20 322 Valuation allowance ( 85,991 ) ( 123,867 ) Net long-term deferred tax asset $ — $ — We have generated historical net losses and recorded a full valuation allowance against our net deferred tax assets, and we expect to maintain a full valuation allowance in the near term. Realization of any of our net deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. During 2021, we released $5.6 million and $2.3 million of our valuation allowance, related to net deferred tax liabilities arising from the acquisitions of Bridg and Dosh, respectively, resulting in a combined income tax benefit of $7.9 million reflected on our consolidated statement of operations. Deferred tax liabilities for Bridg and Dosh primarily related to acquired intangible assets. The following table presents changes in our valuation allowance (in thousands): Year Ended December 31, 2019 2020 2021 Beginning balance $ ( 67,463 ) $ ( 70,231 ) $ ( 85,991 ) Allowance for domestic and foreign net operating loss carry-forwards ( 3,598 ) ( 26,277 ) ( 51,856 ) Rate change on domestic net operating loss carry-forwards ( 32 ) ( 82 ) 419 Convertible debt additional paid-in capital tax adjustment - valuation allowance impact — 12,642 — Other changes 862 ( 2,043 ) 13,561 Ending balance $ ( 70,231 ) $ ( 85,991 ) $ ( 123,867 ) 105 Table of Contents As of December 31, 2020 and 2021 we have $ 371.2 million and $ 586.2 million, respectively, of gross U.S. federal net operating loss carry forwards that will begin to expire in the 2028 tax year. Additionally, we have $ 155.8 million and $ 243.6 million of gross state net operating loss carry-forwards as of December 31, 2020 and 2021, respectively that will expire between the 2022 and 2041 tax years for states that do not have indefinite carry-forward periods for net operating losses generated in recent years. Ownership changes, as defined by IRC Section 382, may limit the amount of net operating losses that a company may utilize to offset future taxable income and taxes payable. Pursuant to IRC Section 382, an ownership change occurs when the stock ownership of 5% stockholders increases by more than 50% over a testing period of three years. We have experienced ownership changes in the past, and it is possible that we have undergone ownership changes subsequent to April 2, 2020, the date of our most recent evaluation, or that we may undergo such a change in the future. Any such ownership change may limit our ability to utilize net operating losses. Our results during 2019, 2020 and 2021 reflect state tax credits related to hiring and research activities that are utilized through the reduction of state payroll tax withholdings totaling $ 1.3 million, $ 1.4 million and $ 1.3 million, respectively. As of December 31, 2020 and 2021, Cardlytics UK had gross net operating losses of $ 25.7 million and $ 43.0 million, respectively. Foreign net operating loss carry-forwards expire according to the rules of each country. In the U.K., there is an indefinite carry-forward period. As of December 31, 2021, Cardlytics UK held cash and cash equivalents of $3.9 million. While our investment in Cardlytics UK is not considered to be permanently invested, we do not plan to repatriate these funds. Further, although the tax basis of our investment in Cardlytics UK exceeds its book basis, we have not recorded a deferred tax asset since we do not believe that a reversal of this temporary difference will occur in the foreseeable future. The following table summarizes the activity related to our gross unrecognized tax benefits that would affect our effective tax rate, if recognized (in thousands): Year Ended December 31, 2019 2020 2021 Beginning balance $ 783 $ 185 $ 302 Increase related to current year tax position ( 598 ) 117 826 Ending balance $ 185 $ 302 $ 1,128 All such positions, if recognized, would impact our effective tax rate. We do not currently anticipate any of our positions to change significantly in the next 12 months. Our tax filings from inception remain subject to income tax examinations. 12. COMMON STOCK WARRANTS We have granted warrants to purchase shares of our common stock to certain FI partners that include both time-based and performance-based vesting conditions. These warrants are accounted for under ASC Topic 505-50, Equity-Based Payments to Non-Employees . Since the performance conditions contained in these warrants are directly related to revenue-producing activities, we incur non-cash expense in Partner Share and other third-party costs on our consolidated statements of operations based on the vesting-date fair value of our common stock underlying these warrants. 106 Table of Contents A summary of common stock warrant activity, exclusive of the common stock warrants issued in connection with our Series G financing is as follows (in thousands, except per share amounts): Shares Weighted-average exercise price per share Warrants Outstanding - December 31, 2018 867 21.89 Exercised ( 821 ) 21.89 Forfeited/canceled ( 34 ) 21.29 Warrants Outstanding - December 31, 2019 12 23.64 Exercised ( 9 ) 23.64 Forfeited/canceled ( 3 ) 23.64 Warrants Outstanding - December 31, 2020 — $ — We were formerly party to a reseller agreement with Fidelity Information Services LLC (“FIS”). In September 2019, FIS exercised all of their warrants to purchase common stock, resulting in cash proceeds of $15.2 million and the issuance of 644,365 shares of our common stock. No common stock warrants have been issued or exercised during 2021. 13. FAIR VALUE MEASUREMENTS We record the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. • Level 3 - unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Contingent consideration for the acquisition of Bridg The contingent consideration for the acquisition of Bridg is composed of the First Anniversary Payment and the Second Anniversary Payment. The fair value of contingent consideration in connection with the Bridg acquisition is as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Current contingent consideration $ — $ — $ 182,470 $ 182,470 Long-term contingent consideration — — 49,825 49,825 Total liabilities $ — $ — $ 232,295 $ 232,295 107 Table of Contents The following table shows a reconciliation of the beginning and ending fair value measurements of our contingent consideration, which we have valued using level 3 inputs: Year Ended December 31, 2021 Beginning balance $ — Increase due to acquisition 230,921 Unrealized loss due to change in fair value $ 1,374 Ending balance $ 232,295 In order to determine the fair value of the First and Second Anniversary Payments, we simulated forecasted revenue using a revenue volatility assumption from comparable market data. We then determined the appropriate discount rate for the assumed cash component and used a Monte Carlo simulation for the assumed stock component. The assumptions used in preparing these models include estimates such as revenue volatility, revenue discount rate, weighted average cost of capital, and our common stock volatility. These valuation models use unobservable market inputs, and therefore the liabilities are classified as Level 3. The following table summarizes key assumptions used for estimating the fair value of the contingent consideration: December 31, 2021 Revenue volatility 20.0 % Revenue discount rate 4.7 % Weighted average cost of capital 12.5 % Common stock volatility 69.0 % Portion to be paid in cash 30.0 % 108 Table of Contents 14. COMMITMENTS AND CONTINGENCIES Implementation Costs Agreements with certain partners require us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to partners are included in deferred implementation costs on our consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements. Amortization and impairment is included in Partner Share and other third-party costs on our consolidated statements of operations and is presented in amortization and impairment of deferred implementation costs on our consolidated statement of cash flows. Certain of these agreements provide for future reductions in Partner Share due to the partner. These reductions in Partner Share are recorded as a reduction to deferred implementation costs and also result in a cumulative adjustment to accumulated amortization. During 2018, development payments to a certain partner totaled $9.3 million which was partially offset by recoveries through Partner Share payment reductions of $4.6 million in 2019. During 2020 and 2021, we recognized write offs of deferred implementation costs totaling $0.7 million and $1.0 million, respectively, in Partner Share and other third-party costs on our consolidated statements of operations, upon the notification from one of our partners about plans to end the use of certain platform features prior to the end of our contractual arrangement with the partner. The following table presents changes in deferred implementation costs (in thousands): December 31, 2019 2020 2021 Beginning balance $ 15,877 $ 8,383 $ 3,785 Recoveries through Partner Share ( 4,625 ) — — Amortization ( 2,869 ) ( 3,915 ) ( 2,826 ) Impairment — ( 683 ) ( 959 ) Ending balance $ 8,383 $ 3,785 $ — We have a minimum Partner Share commitment with a certain FI partner totaling $ 10.0 million over a 12-month period beginning on April 1, 2022. Other Commitments We lease property and equipment under non-cancelable operating lease agreements. Refer to Note 7—Leases for further details. In September 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. Refer to Note 9—Debt and Financing Arrangements for further details. In connection with our acquisition of Bridg, we will owe a brokerage fee derived from the amount of the First Anniversary Payment and the Second Anniversary Payment, if any. See Note 4—Business Combinations for further details. 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. 109 Table of Contents 15. EARNINGS PER SHARE Diluted net loss per share is the same as basic net loss per share for 2019, 2020 and 2021 because the effects of potentially dilutive items were anti-dilutive, given our net loss during these periods. The following securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands): December 31, 2019 2020 2021 Common stock options 1,000 513 454 Common stock warrants 12 — — Convertible Senior Notes — 2,701 2,701 Restricted stock units 1,741 2,434 2,294 Common stock issuable pursuant to the ESPP 7 4 9 16. SEGMENTS As of December 31, 2021, we have three operating segments: the Cardlytics platform in the U.S. and U.K. and the Bridg platform, 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 Bridg, our CODM began reviewing Bridg's revenue and operating expenses. Therefore, we consider the Bridg platform 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. Our CODM does not review assets by operating segment for the purposes of evaluating performance or allocating resources. Revenue can be directly attributable to each segment. With the exception of deferred implementation costs, Partner Share and other third-party costs is also directly attributable to each segment. The accounting policies of each of our reportable segments are the same as those described in the summary of significant accounting policies. The following table provides information regarding our reportable segments (in thousands): Year Ended December 31, 2019 2020 2021 Cardlytics platform Adjusted contribution $ 95,219 $ 82,182 $ 121,675 Plus: Adjusted Partner Share and other third-party costs (1) 115,211 104,710 137,079 Revenue $ 210,430 $ 186,892 $ 258,754 Bridg platform Adjusted contribution $ — $ — $ 7,953 Plus: Adjusted Partner Share and other third-party costs (1) — — 409 Revenue $ — $ — $ 8,362 Total Adjusted contribution $ 95,219 $ 82,182 $ 129,628 Plus: Adjusted Partner Share and other third-party costs (1) 115,211 104,710 137,488 Revenue $ 210,430 $ 186,892 $ 267,116 (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. 110 Table of Contents Adjusted Contribution Adjusted contribution measures the degree by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental marketing spend on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to adjusted contribution (in thousands): Year Ended December 31, 2019 2020 2021 Adjusted contribution $ 95,219 $ 82,182 $ 129,628 Minus: Deferred implementation costs (1) 2,869 4,598 3,785 Delivery costs 12,893 14,310 22,503 Sales and marketing expense 43,828 45,307 65,996 Research and development expense 11,699 17,532 38,104 General and administration expense 36,720 46,532 66,222 Change in fair value of contingent consideration — — 1,374 Acquisition and integration costs — — 24,372 Depreciation and amortization expense 4,535 7,826 29,871 Total non-operating (income) expense ( 181 ) 1,499 13,830 Loss before income taxes $ ( 17,144 ) $ ( 55,422 ) $ ( 136,429 ) (1) Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs, which is shown above in our reconciliation of GAAP revenue to adjusted contribution. The following tables provide geographical information (in thousands): Year Ended December 31, 2019 2020 2021 Revenue: United States $ 186,864 $ 172,808 $ 246,315 United Kingdom 23,566 14,084 20,801 Total $ 210,430 $ 186,892 $ 267,116 December 31, 2020 2021 Property and equipment: United States $ 9,549 $ 7,750 United Kingdom 4,162 3,423 India 154 100 Total $ 13,865 $ 11,273 Capital expenditures within the United Kingdom and India were $ 2.0 million, $ 2.8 million and $ 0.7 million during 2019, 2020 and 2021, respectively. 111 Table of Contents 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 majority 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 in treasury obligation funds and money market accounts with six 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 2019, 2020 and 2021, our top five marketers accounted for 27%, 35% and 29% of our revenue, respectively, with one marketer accounting for over 10% during each period. As of December 31, 2020 and 2021, our top five marketers accounted for 31% and 19% of our accounts receivable, respectively, with one marketer representing over 10% and no marketers representing over 10% as of each period, respectively. 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 2019, 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 25%. No other partner accounted for over 10% of Partner Share during these periods. 17. SUBSEQUENT EVENTS Acquisition of HSP EPI Acquisition, LLC On January 7, 2022, the Company purchased HSP EPI Acquisition, LLC ("Entertainment") for $ 13.0 million in equity at $ 66.52 per share, subject to $ 1.5 million of escrow, and $ 2.3 million in cash plus or minus any adjustments. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.