Cardlytics, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CARDLYTICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 65 Consolidated Balance Sheets 67 Consolidated Statements of Operations 68 Consolidated Statements of Comprehensive Loss 69 Consolidated Statements of Stockholders’ Equity 70 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 74 64 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 14, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. 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 in the U.S. and U.K. 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. ◦ 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 the operating effectiveness of 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. 65 • 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. Goodwill – Certain Reporting Units – Refer to Note 2 and Note 5 to the consolidated financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair values of its reporting units, including the Cardlytics platform in the U.S. reporting unit and the Bridg platform reporting unit, to their respective carrying values as October 1, 2023. The Company used a combination of valuation methodologies including the income approach, and to a lesser extent the market approach, to estimate fair value at each reporting date. The Company utilizes discounted cash flow models to perform its income approach, which requires management to make significant judgments related to discount rates and forecasts of future revenues and cash flows. Changes in these assumptions could have a significant impact on either the fair values of the reporting units, the amount of any goodwill impairment charge, or both. The Company performed its annual goodwill impairment assessment as of October 1, 2023. As a result of the continued slowdown in the global economy and decreased consumer spend, which resulted in further declines in the Company’s stock price, the Company recognized a goodwill impairment charge of $70.5 million for the Bridg platform reporting unit, as the fair value of the reporting unit was determined to be less than its carrying value. No impairment charge was recorded for the Cardlytics platform in the U.S. reporting unit. The consolidated goodwill balance was $277.2 million as of December 31, 2023, of which $159.4 million was allocated to the Cardlytics platform in the U.S. reporting unit, and $117.8 million was allocated to the Bridg platform reporting unit. We identified valuation of goodwill for the Cardlytics platform in the U.S. reporting unit and the Bridg platform reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair values of this specific reporting unit. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate and forecasts of future revenues and cash flows for the Cardlytics platform in the U.S. reporting unit and the Bridg platform reporting unit. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the valuation methodology, discount rate and forecasts of future revenues and cash flows used by management to estimate the fair value of the Cardlytics platform in the U.S. reporting unit and Bridg platform reporting unit included the following, among others: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Cardlytics platform in the U.S. reporting unit and Bridg platform reporting unit, such as controls related to management’s selection of the discount rate and forecasts of future revenues and cash flows. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management. • We evaluated management’s ability to accurately forecast future revenues and cash flows by comparing prior year forecasts to actual results in the respective years. We also compared current revenue and cash flow forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group. /s/ DELOITTE & TOUCHE LLP Atlanta, Georgia March 14, 2024 We have served as the Company’s auditor since 2012. 66 CARDLYTICS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 91,830 $ 121,905 Restricted cash — 80 Accounts receivable and contract assets, net 120,622 115,609 Other receivables 5,379 4,470 Prepaid expenses and other assets 6,097 7,978 Total current assets 223,928 250,042 Long-term assets: Property and equipment, net 3,323 5,916 Right-of-use assets under operating leases, net 7,310 6,571 Intangible assets, net 35,003 53,475 Goodwill 277,202 352,721 Capitalized software development costs, net 24,643 19,925 Other long-term assets, net 2,735 2,586 Total assets $ 574,144 $ 691,236 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 4,425 $ 3,765 Accrued liabilities: Accrued compensation 11,662 10,486 Accrued expenses 9,587 21,335 Partner Share liability 48,867 48,593 Consumer Incentive liability 52,678 53,983 Deferred revenue 2,405 1,751 Current operating lease liabilities 2,127 4,910 Current contingent consideration 39,398 104,121 Total current liabilities 171,149 248,944 Long-term liabilities: Convertible senior notes, net 227,504 226,047 Long-term debt 30,073 — Long-term deferred revenue 67 334 Long-term operating lease liabilities 6,391 4,306 Long-term contingent consideration 4,162 — Total liabilities 439,346 479,631 Stockholders’ equity: Common stock, $0.0001 par value—100,000 shares authorized and 39,728 and 33,477 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 9 9 Additional paid-in capital 1,243,594 1,182,568 Accumulated other comprehensive income 2,467 5,598 Accumulated deficit ( 1,111,272 ) ( 976,570 ) Total stockholders’ equity 134,798 211,605 Total liabilities and stockholders’ equity $ 574,144 $ 691,236 See notes to the consolidated financial statements 67 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenue $ 309,204 $ 298,542 $ 267,116 Costs and expenses: Partner Share and other third-party costs 150,578 155,507 141,273 Delivery costs 28,248 30,403 22,503 Sales and marketing expense 57,425 74,745 65,996 Research and development expense 51,352 54,435 38,104 General and administration expense 58,810 81,446 66,222 Acquisition, integration and divestiture (benefits) costs ( 6,313 ) ( 2,874 ) 24,372 Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374 Impairment of goodwill and intangible assets 70,518 453,288 — Loss on divestiture 6,550 — — Depreciation and amortization expense 26,460 37,544 29,871 Total costs and expenses 444,874 756,320 389,715 Operating loss ( 135,670 ) ( 457,778 ) ( 122,599 ) Other income (expense): Interest expense, net ( 2,336 ) ( 2,556 ) ( 12,563 ) Foreign currency gain (loss) 3,304 ( 6,376 ) ( 1,267 ) Total other income (expense) 968 ( 8,932 ) ( 13,830 ) Loss before income taxes ( 134,702 ) ( 466,710 ) ( 136,429 ) Income tax benefit — 1,446 7,864 Net Loss ( 134,702 ) ( 465,264 ) ( 128,565 ) Net Loss attributable to common stockholders $ ( 134,702 ) $ ( 465,264 ) $ ( 128,565 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 3.69 ) $ ( 13.92 ) $ ( 3.99 ) Weighted-average common shares outstanding, basic and diluted 36,488 33,419 32,202 See notes to the consolidated financial statements 68 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended December 31, 2023 2022 2021 Net Loss $ ( 134,702 ) $ ( 465,264 ) $ ( 128,565 ) Other comprehensive loss: Foreign currency translation adjustments ( 3,131 ) 5,112 678 Total Comprehensive Loss $ ( 137,833 ) $ ( 460,152 ) $ ( 127,887 ) See notes to the consolidated financial statements 69 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) Year Ended December 31, 2023: Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Common Stock Shares Amount Balance – December 31, 2022 33,477 $ 9 $ 1,182,568 $ 5,598 $ ( 976,570 ) $ 211,605 Exercise of common stock options 10 — 54 — — 54 Stock-based compensation — — 43,466 — — 43,466 Issuance of restricted stock 2,930 — — — — — Issuance of common stock 2,755 — 15,171 — — 15,171 Issuance of common stock under the ESPP 556 — 2,335 — — 2,335 Other comprehensive income — — — ( 3,131 ) — ( 3,131 ) Net loss — — — — ( 134,702 ) ( 134,702 ) Balance – December 31, 2023 39,728 $ 9 $ 1,243,594 $ 2,467 $ ( 1,111,272 ) $ 134,798 Year Ended December 31, 2022: Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Common Stock Shares Amount Balance – December 31, 2021 33,534 $ 9 $ 1,212,823 $ 486 $ ( 522,618 ) $ 690,700 Cumulative effect upon adoption of ASU — — (51,417) — 11,312 (40,105) Exercise of common stock options 23 — 418 — — 418 Stock-based compensation — — 46,810 — — 46,810 Issuance of restricted stock 986 — — — — — Common stock to be issued for the acquisition of Entertainment 173 — 11,937 — — 11,937 Issuance of common stock under the ESPP 167 — 1,997 — — 1,997 Repurchase and cancellation of common stock (1,406) — (40,000) — — (40,000) Other comprehensive loss — — — 5,112 — 5,112 Net loss — — — — ( 465,264 ) ( 465,264 ) Balance – December 31, 2022 33,477 $ 9 $ 1,182,568 $ 5,598 $ ( 976,570 ) $ 211,605 See notes to the consolidated financial statements 70 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) Year Ended December 31, 2021: Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Common Stock Shares Amount 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 to be issued 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 common stock under the ESPP 42 — 3,184 — — 3,184 Other comprehensive loss — — — 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 71 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2023 2022 2021 Operating activities Net Loss $ ( 134,702 ) $ ( 465,264 ) $ ( 128,565 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Credit loss expense 1,704 2,399 1,702 Depreciation and amortization 26,460 37,544 29,871 Amortization of financing costs charged to interest expense 1,648 1,595 968 Amortization of right-of-use asset 3,055 6,196 5,783 Impairment of goodwill and intangible assets 70,518 453,288 — Loss on divestiture 6,550 — — Accretion of debt discount and non-cash interest expense — — 9,513 Stock-based compensation expense 40,980 44,686 50,264 Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374 Other non-cash (income) expense, net ( 4,170 ) 6,589 1,343 Deferred implementation costs — — 3,785 Income tax benefit — ( 1,446 ) ( 7,864 ) Change in operating assets and liabilities: Accounts receivable and contracts assets, net ( 7,725 ) ( 4,546 ) ( 27,936 ) Prepaid expenses and other assets 2,492 535 ( 1,466 ) Accounts payable 239 ( 893 ) 1,260 Other accrued expenses ( 7,492 ) ( 9,516 ) ( 905 ) Partner Share liability 405 1,721 9,139 Customer Incentive liability ( 1,393 ) 1,382 13,211 Net cash used in operating activities ( 185 ) ( 53,904 ) ( 38,523 ) Investing activities Acquisition of property and equipment ( 667 ) ( 1,171 ) ( 3,108 ) Acquisition of patents — ( 175 ) ( 133 ) Capitalized software development costs ( 11,725 ) ( 12,140 ) ( 9,323 ) Business acquisitions, net of cash acquired — ( 2,274 ) ( 494,131 ) Proceeds from divestitures, net of cash divested 2,330 — — Net cash used in investing activities ( 10,062 ) ( 15,760 ) ( 506,695 ) Financing activities Proceeds from issuance of debt 30,000 — — Principal payments of debt ( 31 ) ( 35 ) — Proceeds from issuance of common stock 55 379 486,388 Settlement of contingent consideration ( 50,050 ) — — Repurchase of common stock — ( 40,000 ) — Deferred equity issuance costs — ( 157 ) ( 190 ) Debt issuance costs — ( 174 ) ( 200 ) Net cash (used in) received from financing activities ( 20,026 ) ( 39,987 ) 485,998 Effect of exchange rates on cash, cash equivalents and restricted cash 118 ( 1,926 ) ( 567 ) Net decrease in cash, cash equivalents and restricted cash ( 30,155 ) ( 111,577 ) ( 59,787 ) Cash, cash equivalents, and restricted cash — Beginning of period 121,985 233,562 293,349 Cash, cash equivalents, and restricted cash — End of period $ 91,830 $ 121,985 $ 233,562 See notes to the consolidated financial statements 72 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2023 2022 2021 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: Cash and cash equivalents $ 91,830 $ 121,905 $ 233,467 Restricted cash — 80 95 Total cash, cash equivalents and restricted cash — End of period $ 91,830 $ 121,985 $ 233,562 Supplemental schedule of non-cash investing and financing activities: Cash paid for interest $ 4,240 $ 2,381 $ 2,328 Amounts accrued for property and equipment $ 579 $ 67 $ 267 Amounts accrued for capitalized software development costs $ 40 $ 155 $ 253 See notes to the consolidated financial statements 73 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 work to accomplish this mission by operating an advertising platform within our own and our partners' digital channels, which includes online, mobile applications, email and various real-time notifications (the "Cardlytics platform"). We also operate a customer data platform that 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 to measure the impact of their marketing (the "Bridg platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. The partners for the Bridg platform are merchants that 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 reach potential 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, 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 and (2) Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales. Stock Repurchases On May 11, 2022, our Board of Directors authorized a stock repurchase program to repurchase up to $ 40.0 million of our common stock. From May 11 to June 30, 2022, we paid $ 40.0 million to repurchase 1,405,655 shares of our common stock at an average cost of $28.44 per share and immediately canceled the repurchased shares. 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. Divestitures and Acquisitions On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustment. The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the consolidated statements of operations. On January 7, 2022, we purchased Entertainment for $ 13.0 million in equity at an agreed-upon price of $66.52 per share, subject to $ 1.1 million of fair value adjustments based upon the close date, and $ 2.3 million in cash, subject to $ 0.4 million of adjustments, for an acquisition date fair value of $ 14.6 million. On May 5, 2021, we completed the acquisition of Bridg, Inc. ("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. 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. Contingent Consideration for the Acquisition of Bridg As part of our acquisition of Bridg and pursuant to the terms of the Agreement and Plan of Merger dated as of April 12, 2021, as amended (the "Merger Agreement"), we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg, respectively. As of December 31, 2023, we had paid the First Anniversary Payment consisting of $ 50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits. 74 On January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, pursuant to which we agreed to pay $25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses. Pursuant to the Settlement Agreement we paid the Stockholder Representative $20 million in cash on January 26, 2024 and we issued 3.6 million shares of our common stock on February 1, 2024. The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025, which is presented in our consolidated balance sheet as long-term contingent consideration. Refer to Note 12—Fair Value Measurements and Note 13—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration. 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, valuation of long-lived assets, goodwill valuation, 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 and Reduction of Force As a part of our integration efforts with our acquired companies, we continued to evaluate the optimal structure of the combined organization. As a result, during 2022, we initiated a strategic reduction of our workforce in our U.S., U.K., and India operations, including the planned closure of our Indian office. We also began a strategic shift within our organization to migrate certain data and applications to a cloud computing environment. As part of these initiatives, we recognized severance and medical benefit costs of $ 8.1 million. These charges are reflected on our condensed consolidated statements of operations as follows: $ 1.9 million in delivery costs, $ 2.1 million in sales and marketing expense, $ 1.6 million in research and development expense and $ 2.5 million in general and administrative expense. We recognize these costs when the extent of our actions are determined and the costs can be estimated. We closed our India office as of December 31, 2022. As of December 31, 2022, the remaining costs that have been incurred related to our restructuring and reduction of force but not yet paid were $2.4 million. T hese fees were paid in full in 2023. During the year ended December 31, 2021, we recognized $ 1.2 million in severance and medical benefits related to our acquisitions. These charges are reflected on our consolidated statements 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 statements 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. 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 income (expense), net in the accompanying consolidated statements of operations. We recorded a foreign currency gain totaling $ 3.3 million in 2023 and a loss totaling $ 6.4 million and $ 1.3 million in 2022 and 2021, respectively. 75 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. To the extent that we use a specific partners' customer's anonymized purchase data in the delivery of our solutions, we generally pay the applicable partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services. We expect that our Partner Share and other third-party costs will increase in absolute dollars as a result of our revenue growth. 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. Macroeconomic Considerations Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including the changes in inflation, the U.S. Federal Reserve raising interest rates, disruptions in access to bank deposits or lending commitments due to bank failures, the Russia-Ukraine war and the Middle East conflict have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on advertising, which may impact our business and our customers’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition and operating results, see the section titled "Risk Factors." 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. The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. If the fair value of the intangible asset exceeds its carrying amount, then the asset is not impaired. However, if the carrying amount exceeds the fair value of the asset, the amount of impairment would equal the excess carrying value. We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable . These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. During the year ended December 31, 2023, we reduced our intangible asset balance by $ 4.9 million related to the divestiture of Entertainment. During the year ended December 31, 2022, we recorded an intangible asset impairment of $ 56.4 million. Refer to Note 5—Goodwill and Acquired Intangibles for additional information. 76 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. During the year ended December 31, 2023, we recorded impairment charges of $ 70.5 million. We also reduced our goodwill balance by $ 5.0 million related to the divestiture of Entertainment. During the year ended December 31, 2022, we recorded impairment charges of $ 396.2 million. No impairment charges were recorded during 2021. The decline in the fair values of the Bridg platform reporting unit below its carrying values at October 1, 2023 and 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend, and a sustained decline in our stock price. Refer to Note 5—Goodwill and Acquired Intangibles for additional information. 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 our FI partners' customers during that period. 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. 77 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 each individual service 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 fee 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. Many of our contracts with customers contain some component of variable fee; 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. 78 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. 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, 2023 2022 2021 Beginning balance $ 1,808 $ 1,327 $ 587 Credit loss expense 1,704 2,399 1,702 Write-offs, net of recoveries ( 1,273 ) ( 1,918 ) ( 962 ) Ending balance $ 2,239 $ 1,808 $ 1,327 Unbilled receivables were $ 0.2 million, $ 1.6 million and $ 2.2 million, as of December 31, 2023, 2022 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. 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. 79 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 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, 2023, we had sixteen issued patents relating to our software. We received approval for four patents in 2013, one patent in 2018, three patents in 2021, five patent in 2022 and three patents in 2023 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 $ 0.1 million and $ 0.1 million as of December 31, 2023 and 2022, respectively. In connection with our annual goodwill and intangible asset impairment assessment in the fourth quarter of 2022, we recorded an impairment of $0.7 million related to our software patent applications, which is included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations. Based on deferred patent costs as of December 31, 2023, the related amortization expense will be less than $0.1 million in each of the next five years. 80 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 2023, 2022 and 2021, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $14.6 million, $12.8 million and $10.1 million, respectively. Capitalized software development costs are as follows (in thousands): December 31, 2023 2022 Capitalized software development costs, gross $ 46,373 $ 32,895 Less accumulated amortization ( 21,730 ) ( 12,970 ) Capitalized software development costs, net $ 24,643 $ 19,925 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 fair values. Amortization of debt issuance costs included in interest expense, net totaled $1.6 million, $1.6 million and $1.0 million in 2023, 2022 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, 2023 2022 Debt issuance costs, gross $ 839 $ 791 Less accumulated amortization ( 780 ) ( 593 ) Debt issuance costs, net $ 59 $ 198 Deferred debt issuance costs related to our Notes included in debt are as follows (in thousands): December 31, 2023 2022 Debt issuance costs, gross $ 7,275 $ 7,275 Less accumulated amortization ( 4,779 ) ( 3,322 ) Debt issuance costs, net $ 2,496 $ 3,953 81 Future amortization of debt issuance costs is as follows (in thousands): Years Ending December 31, Amortization 2024 1,462 2025 1,034 Total $ 2,496 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 $ 1.9 million, $ 4.7 million and $ 3.7 million in 2023, 2022 and 2021, respectively. 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 12—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, annualized recurring revenue, 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 12—Fair Value Measurements for information regarding the fair value of our financial instruments. 82 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 carry-forwards. 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. 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. For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures, including software development, as defined under IRC Section 174, in the year incurred. Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S. and over fifteen years if incurred in a foreign jurisdiction. This new requirement caused us to utilize significant federal and state tax net operating loss carry-forwards in the current year. The depreciation and amortization deferred income taxes line was updated to include these capitalized research and development expenses for the year ended December 31, 2023. 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 On January 1, 2022 we adopted Accounting Standards Update ("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. Upon adoption, we recorded a decrease in accumulated deficit of $11.3 million, an increase to long-term debt of $40.2 million and a decrease to additional paid in capital of $51.5 million. Refer to Note 9, “Debt and Financing Arrangements” for further information about the Notes. On January 1, 2022 we adopted 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. The adoption of this guidance did not have a material effect on our consolidated financial statements. In October 2021, the Financial Accounting Standardx Board ("FASB") issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which require 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 is 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 early adopted this standard with no material impact to our financial statements. 83 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. As a result, it more closely aligns the effective interest rate with the coupon rate of the Notes. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021. On January 1, 2022, we adopted this standard using the modified retrospective method which allowed for a cumulative-effect adjustment to the opening balance sheet without restating prior periods. As we did not elect the fair value option in the process, the Notes, net of issuance costs, are accounted for as a single liability measured at amortized cost. Upon adoption, we recorded a decrease in accumulated deficit of $ 11.3 million, an increase to long-term debt of $ 40.2 million and a decrease to additional paid in capital of $ 51.5 million. Refer to Note 9, "Debt and Financing Arrangements" for further information about the Notes. 4. BUSINESS COMBINATIONS AND DIVESTITURES 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 years ended December 31, 2023 and December 31, 2022, we incurred $ 6.3 million and $ 2.9 million of benefit in connection with our acquisitions and divestitures, respectively. During the year ended December 31, 2023, the benefit is primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition, offset by the expense related to the divestiture of Entertainment. During the year ended December 31, 2022, the benefit is primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition. These benefits are included in acquisition, integration and divestitures (benefit) costs on our condensed consolidated statements of operations and primarily represent legal, accounting and broker fees. The results of Entertainment have been included in the consolidated financial statements since its date of acquisition. For the years ended December 31, 2023 and December 31, 2022, Entertainment's combined revenue included in the consolidated statements of operations was approximately 2% and 3% of consolidated revenue, respectively. As a result of the partial integration of Entertainment, it was impractical to determine the earnings. For the acquisition of Entertainment, as applicable, the estimated fair values of merchant relationships and partner relationships 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 for Entertainment was valued using the replacement cost method, which required us to estimate the costs to recreate an asset of equivalent utility at prices available at the time of the valuation analysis. Divestiture and Acquisition of Entertainment On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustment. The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the statement of operations. On January 7, 2022, we purchased Entertainment for $ 13.0 million in equity at an agreed-upon price of $66.52 per share, subject to $ 1.1 million of fair value adjustments based upon the close date, and $ 2.3 million in cash, subject to $ 0.4 million of adjustments, for an acquisition date fair value of $ 14.6 million. 84 On January 7, 2022, we completed the acquisition of Entertainment for purchase consideration of $ 14.6 million, as presented below (in thousands): January 7, 2022 Fair value of common stock transferred $ 11,937 Cash paid to extinguish acquiree debt 2,053 Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 624 Cash paid to membership interest holders 24 Cash receivable from membership interest holders pursuant to finalization of net working capital ( 61 ) Total purchase consideration $ 14,577 The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands): January 7, 2022 Cash and cash equivalents $ 376 Accounts receivable and other assets 1,259 Intangible assets 9,800 Goodwill 5,002 Accounts payable and other liabilities ( 1,860 ) Total purchase consideration $ 14,577 The goodwill was primarily attributed to the value of future synergies created with our current and future offerings. Goodwill is not expected to be deductible for income tax purposes. 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 $ 800 3.0 Developed technology 700 3.0 Merchant relationships 8,300 4.0 Pro forma consolidated results of operations The following unaudited pro forma financial information presents combined results of operations for the period presented as if the acquisitions of Bridg and Dosh had been completed on January 1, 2021. 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 actually occurred on January 1, 2021 or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Year Ended December 31, 2022 2021 Revenue $ 298,563 $ 276,563 Net loss ( 465,563 ) ( 134,925 ) 85 5. GOODWILL AND ACQUIRED INTANGIBLES Goodwill Goodwill is tested annually for impairment, unless certain triggering events require an interim impairment analysis, including macroeconomic conditions, industry and market considerations, costs factors, overall financial performance, and other relevant entity-specific events and changes. These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. Our reporting units consist of the Cardlytics platform in the U.S., the Cardlytics platform in the U.K. and the Bridg platform . There is no goodwill recorded within the Cardlytics platform in the U.K. The changes in the carrying amount of goodwill for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): Cardlytics Platform, U.S. Bridg Platform Consolidated Balance as of December 31, 2022 $ 164,430 $ 188,291 $ 352,721 Goodwill impairment — ( 70,518 ) ( 70,518 ) Divestiture of Entertainment ( 5,001 ) — ( 5,001 ) Balance as of December 31, 2023 $ 159,429 $ 117,773 $ 277,202 Cardlytics Platform, U.S. Bridg Platform Consolidated Balance as of December 31, 2021 $ 205,690 $ 536,826 $ 742,516 Goodwill additions 5,062 — 5,062 Measurement period adjustments ( 60 ) 1,445 1,385 Goodwill impairment ( 46,262 ) ( 349,980 ) ( 396,242 ) Balance as of December 31, 2022 $ 164,430 $ 188,291 $ 352,721 Cardlytics Platform, U.S. Bridg Platform Consolidated Balance as of December 31, 2020 $ — $ — $ — Goodwill additions 205,690 536,826 742,516 Balance as of December 31, 2021 $ 205,690 $ 536,826 $ 742,516 We performed our annual impairment test as of October 1, 2023 and determined that the carrying value of the Bridg platform, which is comprised entirely of an acquired business exceeded its fair value, and we recognized a goodwill impairment of $70.5 million. On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment, and as a result, we reduced goodwill by $ 5.0 million, which is the amount of goodwill attributed to Entertainment. The reduction of goodwill is included as part of the determination of the Loss on Divestiture of $ 6.6 million in the consolidated statements of operations. In 2022, as a result of the sustained decline in our stock price, we determined that it was necessary to perform an interim impairment test for goodwill as of June 30, 2022. As a result of our interim impairment test, we determined that the carrying value of the Bridg platform exceeded its fair value, and consequently, we recognized a goodwill impairment of $83.1 million, with $455.1 million of goodwill remaining. As a result, the Bridg platform reporting unit had a fair value that is equal to its carrying value as of the June 30, 2022 valuation date. We performed our annual impairment test as of October 1, 2022 and determined that the carrying value of both the Cardlytics platform in the U.S. and the Bridg platform exceeded their respective fair values, and we recognized goodwill impairment of $313.1 million. 86 The decline in the fair values of the Bridg platform reporting unit below its carrying values at October 1, 2023, October 1, 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend, and a sustained decline in our stock price. The method of determining fair values of the reporting units at October 1, 2023, October 1, 2022 and June 30, 2022 was the discounted cash flow method under the income approach, and to a lesser extent the market approach. The most significant assumptions utilized in the determination of the estimated fair of the Bridg platform and the Cardlytics platform in the U.S. are the discount rate and forecasts of future revenues and cash flows. We prepared cash flow projections based on management's estimates of revenue growth rates and earnings growth rates for each reporting unit, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. Acquired Intangibles We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. Prior to the quantitative goodwill impairment test, we evaluated the recoverability of these long-lived assets for our asset groups. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or other determinants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. 2023 Acquired Intangibles Acquired intangible assets subject to amortization as of December 31, 2023 were as follows: Gross Carrying Amount Accumulated Amortization Divestiture of Entertainment Net Weighted Average Remaining Useful Life (in thousands) (in years) Trade name $ 2,315 $ ( 1,802 ) $ ( 513 ) $ — 0.0 Developed technology 64,070 ( 33,838 ) ( 449 ) 29,783 3.4 Merchant relationships 25,915 ( 16,784 ) ( 3,985 ) 5,146 2.4 Total other intangible assets $ 92,300 $ ( 52,424 ) $ ( 4,947 ) $ 34,929 Amortization expense of acquired intangibles for the year ended December 31, 2023 was $13.6 million. 2022 Acquired Intangibles In connection with our annual goodwill impairment assessment, in the fourth quarter of 2022, we also recorded impairments of intangible assets that are included in our Cardlytics platform in the U.S. segment, which primarily related to developed technology and customer relationship intangible assets from a previous acquisition. These intangible asset impairments totaled $ 56.4 million and are included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations. Our impairment analysis at October 1, 2022 incorporated revised forecasts that took into account the continued slowdown in the global economy and decreased consumer spend during the quarter and expected impacts of these disruptions on our results in the near term. Given the significant level of uncertainty that currently exists, management applied several alternative scenarios for market and company performance over the next several years to determine fair value. Other key assumptions were updated as appropriate, including the discount rate, which increased as a result of an increase in the equity risk premium, which was partially offset by a decrease in the risk free rate. 87 Acquired intangible assets subject to amortization as of December 31, 2022 were as follows: Gross Carrying Amount Accumulated Amortization Impairments of Intangible Assets Net Weighted Average Remaining Useful Life (in thousands) (in years) Trade name $ 3,500 $ ( 1,744 ) $ ( 1,185 ) $ 571 1.4 Developed technology 91,700 ( 24,882 ) ( 27,630 ) 39,188 3.6 Merchant relationships 40,300 ( 12,301 ) ( 14,385 ) 13,614 1.7 Partner relationships 2,000 ( 450 ) ( 1,550 ) — 0.0 Card-linked subscriber user base 17,000 ( 5,355 ) ( 11,645 ) — 0.0 Total other intangible assets $ 154,500 $ ( 44,732 ) $ ( 56,395 ) $ 53,373 Amortization expense of acquired intangibles for the year ended December 31, 2022 was $25.0 million. 2021 Acquired Intangibles 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 year ended December 31, 2021 was $19.7 million. As of December 31, 2023, we expect amortization expense in future periods to be as follows (in thousands): Amount 2024 $ 11,117 2025 11,117 2026 9,674 2027 3,021 2028 — Thereafter — Total expected future amortization expense $ 34,929 88 6. REVENUE The Cardlytics Platform The Cardlytics platform is our proprietary native bank advertising channel that enables marketers to reach consumers through the FI partners' 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 FI partners' customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. During the years ended December 31, 2023, 2022 and 2021, Consumer Incentives totaled $ 144.2 million , $ 143.9 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. 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, 2023 2022 2021 Cost per Served Sale $ 191,260 $ 180,701 $ 175,434 Cost per Redemption 86,529 87,992 81,911 Other 7,636 8,492 1,409 Cardlytics platform revenue $ 285,425 $ 277,185 $ 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 60 months in duration and are generally billed in advance on a monthly, quarterly or annual basis. 89 The following table summarizes revenue from the Bridg platform (in thousands): Year Ended December 31, 2023 2022 2021 Subscription revenue $ 23,779 $ 21,190 $ 8,207 Other revenue — 167 155 Bridg platform revenue $ 23,779 $ 21,357 $ 8,362 The following table summarizes contract balances from the Bridg platform (in thousands): Year Ended December 31, Contract Balance Type Consolidated Balance Sheets Location 2023 2022 Contract assets, current Accounts receivable and contract assets, net $ 41 $ 28 Contract assets, long-term Other long-term assets, net — — Total contract assets $ 41 $ 28 Contract liabilities, current Deferred revenue $ 2,204 $ 1,750 Contract liabilities, long-term Long-term deferred revenue 67 334 Total contract liabilities $ 2,271 $ 2,084 The following information represents the total transaction price for the remaining performance obligations as of December 31, 2023 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, 2023, we had $ 30.4 million of remaining performance obligations, of which $8.5 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 2023 and 2032. During the year ended December 31, 2023 and December 31, 2022, we recognized additional right-of-use assets and lease liabilities of $2.7 million and $2.5 million, respectively, related to new lease agreements and lease modifications for office space. During the year ended December 31, 2023, there were no impairments on any of our leases. During the year ended December 31, 2022, we incurred an impairment of $0.9 million to the right-of-use-assets as a result of decommissioning our data centers and the closure of our office in India. During the year ended December 31, 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 15—Segments for more information on our operating segments. During the year ended December 31, 2023 and 2022, respectively, we made cash payments of $ 4.5 million and $ 8.2 million for operating leases which are included in cash flows received from (used in) operating activities in our consolidated statement of cash flows. 90 Lease assets and liabilities, net, are as follows (in thousands): December 31, Lease Type Consolidated Balance Sheets Location 2023 2022 Operating lease assets Right-of-use assets under operating leases, net $ 7,310 $ 6,571 Finance lease assets Property and equipment, net 14 48 Total lease assets 7,324 6,619 Operating lease liabilities, current Current operating lease liabilities 2,127 4,910 Operating lease liabilities, long-term Long-term operating lease liabilities 6,391 4,306 Finance lease liabilities, current Accrued expenses 10 38 Finance lease liabilities, long-term Other long-term liabilities — 3 Total lease liabilities $ 8,528 $ 9,257 The following table summarizes activity related to our leases (in thousands): December 31, 2023 2022 Operating lease expense $ 3,295 $ 6,598 Variable lease expense 1,191 1,294 Short-term lease expense 600 459 Total net operating lease cost $ 5,086 $ 8,351 The following table presents our weighted average borrowing rates and weighted average lease terms: December 31, 2023 2022 Operating leases: Weighted average borrowing rate 6.8 % 4.2 % Weighted average remaining lease term (years) 4.06 2.26 The following table summarizes future maturities of lease liabilities as of December 31, 2023 (in thousands): Fiscal Year Operating Leases 2024 $ 2,225 2025 2,184 2026 1,347 2027 1,170 Thereafter 3,394 Total lease payments 10,320 Imputed interest 1,802 Total lease liabilities $ 8,518 91 Amended Lease Agreement On April 3, 2023, we amended the lease terms of our office located in Atlanta, Georgia. The amended lease agreement provides for our relocation to a different unit in the same building, reducing the square footage of our office from approximately 77,000 to 17,000. The transfer of control and right of use ("ROU") for the lease commenced on December 14, 2023, and as such, the corresponding right of use asset and lease liability associated with the lease is reflected in our consolidated balance sheet as of December 31, 2023. As part of the amended lease agreement, we will receive a discount on our current space through the remainder of 2023, which will result in a reduction of minimum lease payments of $0.4 million and a reduction in expense of $0.2 million in 2023. Additional future reductions in minimum lease payments and lease expense in the new lease total $1.9 million and $0.7 million , respectively, through the term of our original lease agreement, which was set to terminate on April 2025. The amended lease agreement will terminate on January 1, 2032, and we have the option to renew for an additional five-year period. 8. PROPERTY AND EQUIPMENT Significant components of property and equipment are as follows (in thousands): December 31, 2023 2022 Computer equipment $ 26,580 $ 26,260 Leasehold improvements 8,514 7,863 Furniture and fixtures 1,269 1,273 Construction in progress 27 41 Property and equipment, gross 36,390 35,437 Less accumulated depreciation and amortization ( 33,067 ) ( 29,521 ) Property and equipment, net $ 3,323 $ 5,916 Depreciation expense was $ 3.7 million, $ 5.4 million and $ 6.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. 92 9. DEBT AND FINANCING ARRANGEMENTS Our debt consists of the following (in thousands): December 31, 2023 2022 Line of Credit 30,000 — Convertible senior notes, net $ 227,504 $ 226,047 Total debt 257,504 226,047 Accrued interest is included within accrued expenses in our consolidated balance sheet. We had accrued interest on debt of $0.9 million and $0.7 million as of December 31, 2023 and 2022, 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 on September 15, 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. 93 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. 94 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. On January 1, 2022 we adopted ASU 2020-06, Debt—Debt with Conversion Options 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. Upon adoption, we recorded a decrease in accumulated deficit of $ 11.3 million, an increase to long-term debt of $ 40.2 million and a decrease to additional paid in capital of $ 51.5 million. 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, 2023 2022 Principal $ 230,000 $ 230,000 Minus: Unamortized issuance costs ( 2,496 ) ( 3,953 ) Net carrying amount of the liability component $ 227,504 $ 226,047 Interest expense recognized related to the Notes is as follows (in thousands): December 31, 2023 2022 Contractual interest expense (due in cash) $ 2,300 $ 2,300 Amortization of debt issuance costs 1,461 1,461 Total interest expense related to the Notes $ 3,761 $ 3,761 Effective interest rate 1.64 % 1.64 % 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. 2018 Loan Facility On May 21, 2018, we entered into a Loan and Security Agreement with Banc of California, N.A. (the "Lender"), formerly known as Pacific Western Bank, 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. 95 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. On April 29, 2022, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit from $50.0 million to $60.0 million with an option to increase to $75.0 million upon syndication. This amendment also extended the maturity date of the 2018 Loan Facility from December 31, 2022 to April 29, 2024, and further stated that if we had positive Adjusted EBITDA by December 31, 2023, we could extend the maturity date of the loan to April 29, 2025. Additionally with this amendment, the former cash covenant, as described below, was removed and was replaced with a requirement to maintain a minimum level of Adjusted Contribution and a minimum adjusted cash of $25.0 million, which is reduced by eligible accounts receivable in excess of the loan capacity. On November 29, 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude UK accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50 % and adjusted the required minimum level of Adjusted Contribution. On February 16, 2023, we amended our 2018 Loan Facility to remove and replace the former Adjusted Contribution covenant with a requirement to maintain a minimum level of Adjusted EBITDA. On May 3, 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement. On February 9, 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%. We also confirmed the extension of the maturity date of the loan to April 29, 2025 based on our positive Adjusted EBITDA result. The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions, dispositions of assets, inccurrence of indebtedness, 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. During the year ended December 31, 2023, we borrowed $30.0 million against our 2018 Line of Credit. Interest on advances bears an interest rate equal to the prime rate of 8.50% as of December 31, 2023. During the year ended December 31, 2023, we incurred approximately $2.1 million of interest expense associated with the 2018 Loan Facility. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment, which remains unchanged in the most recent amendment. As of December 31, 2023, we had $16.7 million of unused available borrowings under our 2018 Line of Credit. We believe we are in compliance with all financial covenants as of December 31, 2023. Future Payments Aggregate future payments of principal due upon maturity are as follows (in thousands): Years Ending December 31, Debt 2024 $ — 2025 260,000 2026 — 2027 — Total debt $ 260,000 96 10. STOCK-BASED COMPENSATION On July 18, 2022, our board of directors adopted the Cardlytics, Inc. 2022 Inducement Plan ("2022 Inducement Plan"). Our board of directors also adopted a form of stock option grant notice and agreement and a form of restricted stock unit grant notice and agreement for use with the 2022 Inducement Plan. We reserved a total of 1,500,000 shares of our Common Stock under the 2022 Inducement Plan. On January 18, 2023, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 350,000 shares of our common stock. On July 13, 2023, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 800,000 shares of our common stock. As of December 31, 2023, there were 239,722 shares available under the 2022 Inducement Plan. 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, 2023, there were 961,558 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 1,986,417 shares on January 1, 2024. 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, 2023 2022 2021 Delivery costs $ 2,427 $ 2,682 $ 1,865 Sales and marketing expense 12,624 11,935 13,780 Research and development expense 16,392 13,262 10,328 General and administration expense 9,537 16,807 24,291 Total stock-based compensation expense $ 40,980 $ 44,686 $ 50,264 During 2023, 2022 and 2021, we capitalized $2.5 million, $1.4 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 was not settled by the end of the year. This amount is presented within accrued compensation on our condensed consolidated balance sheet. This amount was settled in January 2022. 97 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, 2022 5,956 $ 25.43 Granted 3,560 7.19 Vested ( 2,947 ) 19.51 Forfeited ( 1,084 ) 31.66 Unvested - December 31, 2023 5,485 $ 15.70 2.01 $ 68,092 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, 2021 2,294 $ 60.58 Granted 6,182 24.74 Vested ( 984 ) 49.15 Forfeited ( 1,536 ) 59.94 Unvested - December 31, 2022 5,956 $ 25.43 2.93 $ 116,941 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, 2020 2,434 $ 32.49 Granted 975 106.24 Vested ( 724 ) 32.51 Forfeited/canceled ( 391 ) 51.54 Unvested - December 31, 2021 2,294 $ 60.58 2.80 $ 106,468 Service-based Restricted Stock Units During 2022, we granted 4,441,032 RSUs to employees, executives, and our non-employee directors, which have annual vesting periods ranging from immediately vesting to four years. We also granted 1,345,261 RSUs to our recently hired Chief Executive Officer, which have a four year vesting period. 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, 2023, there was approximately $ 68.1 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.0 years. The aggregate intrinsic value based on the $ 9.21 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2023 of unvested RSUs is $ 50.5 million as of December 31, 2023. Subsequent to December 31, 2023, we granted 275,780 RSUs to employees, which have annual vesting periods ranging from one to two years. The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2023 is $ 1.9 million. Performance-based Restricted Stock Units In July 2022, we granted 100,990 PSUs which vest on the achievement of specific revenue-based performance metrics ("2022 Bridg PSUs"). 98 In March 2022 and August 2022, we granted 269,202 and 25,248 performance-based restricted stock units ("2022 PSUs"), respectively, consisting of three tranches. The first two tranches each represent 25% of the grant, and each vest upon the achievement of certain milestones related to the installation of our Ad Server at our FI Partners. 50% of the third tranche vests upon the achievement of a certain number of advertisers purchasing both the Cardlytics and Bridg platforms at a target incremental billings amount over 2021, and the remaining 50% of the tranche vests six months after this target is achieved. In December 2022, the compensation committee of our board of directors certified that the first tranche's milestone related to the installation of our Ad Server at our FI partners had been achieved, which resulted in the immediate vesting of the first tranche representing 25% of the grant. 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 below. As discussed below, we concluded that the achievement of the 2020 PSUs and 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2020 PSUs and 2021 PSUs were determined to no longer be achievable. 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. During 2023, the compensation committee of our board of directors certified the vesting of shares associated with the 50% attainment of the units based on the achieved annual run rate during the specified period. 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. During the year-ended December 31, 2023, we reassessed the likelihood of achieving the 2021 PSUs performance-based vesting condition and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the 2021 PSUs since the grant date as a benefit to stock-based compensation during the year ended December 31, 2023. 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 below. 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. During the year-ended December 31, 2022, we reassessed the likelihood of achieving the 2020 PSUs performance-based vesting condition and concluded the achievement is no longer probable. As a result of the change in estimate, we have recognized the cumulative expense associated with the 2020 PSUs from the grant date as a benefit to stock-based compensation during the year ended December 31, 2022. 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. 99 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. With the exception of the 2020 PSUs, the 2021 PSUs, and any other PSUs tied to these vesting conditions, 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 the years ended December 31, 2023, 2022 and 2021, a total of 555,915, 167,622 and 41,473 shares of common stock were purchased by employees under the 2018 ESPP, respectively. As of December 31, 2023, 657,826 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 397,283 shares on January 1, 2024. 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, 2023 2022 2021 Domestic $ ( 122,026 ) $ ( 455,202 ) $ ( 122,087 ) Foreign ( 12,676 ) ( 11,508 ) ( 14,342 ) Loss before income taxes $ ( 134,702 ) $ ( 466,710 ) $ ( 136,429 ) 100 The significant components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State — — — Foreign (1) — — — Total current — — — Deferred: Federal 10,236 38,508 31,106 State 335 6,317 4,942 Foreign 961 3,075 2,184 Change in uncertain tax positions ( 1,320 ) ( 587 ) ( 596 ) Change in valuation allowance ( 10,212 ) ( 45,867 ) ( 29,772 ) Total deferred — 1,446 7,864 Income tax benefit $ — $ 1,446 $ 7,864 (1) The current income tax (expense) during 2023 excluded Indian income tax expenses of $0.1 million. The current income tax (expense) during 2022 and 2021 excludes Indian income tax expense of $0.2 million, respectively. The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate: Year Ended December 31, 2023 2022 2021 Tax benefit at federal statutory rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit ( 0.01 ) % 0.08 % 2.08 % Change in federal and state statutory rate 0.01 % 0.15 % ( 0.14 ) % Foreign rate differential ( 0.22 ) % 0.01 % ( 0.19 ) % Goodwill impairment ( 10.94 ) % ( 17.82 ) % — % Contingent liability remeasurement ( 0.81 ) % 5.71 % — % Other adjustments ( 1.40 ) % 1.03 % 4.68 % Valuation allowance ( 7.54 ) % ( 9.87 ) % ( 21.75 ) % Income tax benefit 0.09 % 0.29 % 5.68 % 101 The significant components of deferred income taxes are as follows (in thousands): December 31, 2023 2022 Net operating loss carry-forwards $ 158,916 $ 155,949 Allowance for credit losses 809 776 Depreciation and amortization 11,574 1,485 Stock-based compensation 3,566 7,020 Deferred costs 3,735 6,018 ROU asset ( 1,565 ) ( 1,429 ) Lease liability 1,856 2,010 Other tax credit carry-forward 9,641 5,683 Other temporary differences 1,129 1,936 Valuation allowance ( 189,660 ) ( 179,448 ) 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 2022, we released $1.4 million of our valuation allowance related to net deferred tax liabilities arising from the acquisitions of Bridg resulting in an income tax benefit of $1.4 million reflected on our consolidated statements of operations. Deferred tax liabilities for Bridg primarily related to acquired intangible assets. The following table presents changes in our valuation allowance (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ ( 179,448 ) $ ( 123,867 ) $ ( 85,991 ) Allowance for domestic and foreign net operating loss carry-forwards ( 2,442 ) ( 13,360 ) ( 51,856 ) Rate change on domestic net operating loss carry-forwards ( 424 ) 235 419 Convertible debt additional paid-in capital tax adjustment - valuation allowance impact — ( 9,714 ) — Other changes ( 7,346 ) ( 32,742 ) 13,561 Ending balance $ ( 189,660 ) $ ( 179,448 ) $ ( 123,867 ) As of December 31, 2023 and 2022 we have $ 628.7 million and $ 625.5 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 $ 267.3 million and $ 254.1 million of gross state net operating loss carry-forwards as of December 31, 2023 and 2022, respectively that will expire between the 2023 and 2043 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 the years ended December 31, 2023, 2022 and 2021 reflect state tax credits related to hiring and research activities that are utilized through the reduction of state payroll tax withholdings totaling $ 1.4 million, $ 0.9 million and $ 1.3 million, respectively. 102 As of December 31, 2023 and 2022, Cardlytics UK had gross net operating losses of $ 55.7 million and $ 47.8 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, 2023, Cardlytics UK held cash and cash equivalents of $3.2 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, 2023 2022 2021 Beginning balance $ 1,606 $ 1,128 $ 302 Increase related to current year tax position 1,319 478 826 Ending balance $ 2,925 $ 1,606 $ 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. 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. During the years ended December 31, 2023 and 2022, we recognized a goodwill impairment of $ 70.5 million and $ 396.2 million, respectfully. The fair value of our reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. Refer to Note 5—Goodwill and Acquired Intangibles for further details. 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): 103 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Current contingent consideration $ — $ — $ 39,398 $ 39,398 Long-term contingent consideration — — 4,162 4,162 Total liabilities $ — $ — $ 43,560 $ 43,560 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Current contingent consideration $ — $ — $ 104,121 $ 104,121 Long-term contingent consideration — — — — Total liabilities $ — $ — $ 104,121 $ 104,121 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 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: December 31, 2023 December 31, 2022 Beginning balance $ 104,121 $ 232,295 Decrease due to earnout settlement ( 61,807 ) — Change in fair value of contingent consideration 1,246 ( 128,174 ) Ending balance $ 43,560 $ 104,121 As part of our acquisition of Bridg, Inc. ("Bridg") and pursuant to the terms of the Agreement and Plan of Merger dated as of April 12, 2021, as amended (the "Merger Agreement"), we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg, respectively. As of December 31, 2023, we have paid the First Anniversary Payment consisting of $ 50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits. On January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement pursuant to which we agreed to pay $25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses. Pursuant to the Settlement Agreement we paid the Stockholder Representative $20 million in cash on January 26, 2024 and we issued 3,600,000 shares of our common stock on February 1, 2024. The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025. Refer to Note 13—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration. As of December 31, 2023, we have determined that the estimated fair value of the contingent consideration to be $43.6 million, exclusive of $2.8 million in broker fees and other costs, which is included in accrued expenses on our consolidated balance sheets. We valued the shares of our common stock using a stock price of $6.06, which was the closing stock price of January 24, 2024, the day immediately preceding the Settlement Agreement date. 104 The following table summarizes key assumptions used for estimating the fair value of the contingent consideration: December 31, 2022 Revenue volatility 20.0 % Revenue discount rate 8.7 % Weighted average cost of capital 17.0 % Common stock volatility 156.0 % Portion to be paid in cash 30.0 % 105 13. 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 2021, we recognized write offs of deferred implementation costs totaling $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, 2023 2022 2021 Beginning balance $ — $ — $ 3,785 Recoveries through Partner Share — — — Amortization — — ( 2,826 ) Impairment — — ( 959 ) Ending balance $ — $ — $ — We had a minimum Partner Share commitment to a certain FI partner totaling $ 10.0 million over a 12-month period which ended on March 31, 2023. We have accrued $4.5 million for the Partner Share shortfall, included within Partner Share liability on our condensed consolidated balance sheet. We have paid, or are paying this shortfall on a quarterly basis from October 1, 2023 through June 30, 2024. During the years ended December 31, 2023 and 2022, we recognized $1.3 million and $3.2 million, respectively, of expected minimum Partner Share commitment shortfalls within Partner Share and other third-party costs on our condensed consolidated statements of operations. As of December 31, 2023, we paid $1.2 million of our shortfall. 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 owe a brokerage fee as per the Settlement Agreement. In March 2022, we entered into a cloud hosting arrangement guaranteeing an aggregate spend of $7.2 million over the first twelve months of the arrangement. In January 2024 we renewed our agreement guaranteeing an aggregated spend of $17.0 million each year over the next thirty-six month period. 106 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. As part of the acquisition of Bridg, and pursuant to the terms of the Merger Agreement, we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg, respectively . We were unable to reach an agreement with respect to the First Anniversary Payment Amount with the Stockholder Representative and submitted our dispute to an independent accountant as contemplated by the Merger Agreement. On April 28, 2023, the independent accountant made its determination of the appropriate amount of the First Anniversary ARR, determining the First Anniversary ARR to be $23.2 million. After review of the determination by the independent accountant, we filed a verified complaint in the Delaware Court of Chancery in May 2023 seeking declaratory judgment that a certain portion of the independent accountant's determination related to the First Anniversary ARR be stricken as null and void. Subsequently, on January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, including the First Anniversary Payment Amount, pursuant to which we agreed to pay $25 million in cash and issue 3.6 million shares of our common stock to the Stockholder Representative. We are not presently a party to any other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Refer to Note 12—Fair Value Measurements for further information about the Bridg acquisition and related contingent consideration. 107 14. EARNINGS PER SHARE Diluted net loss per share is the same as basic net loss per share for 2021, 2022 and 2023 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, 2023 2022 2021 Common stock options 84 380 454 Convertible Senior Notes 2,701 2,701 2,701 Restricted stock units 5,491 5,956 2,294 Common stock issuable pursuant to the ESPP 65 95 9 15. SEGMENTS As of December 31, 2023, 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, 2023 2022 2021 Cardlytics platform Revenue $ 285,425 $ 277,185 $ 258,754 Minus: Adjusted Partner Share and other third-party costs (1) 149,907 154,204 137,079 Adjusted Contribution $ 135,518 $ 122,981 $ 121,675 Bridg platform Revenue $ 23,779 $ 21,357 $ 8,362 Minus: Adjusted Partner Share and other third-party costs (1) 671 1,303 409 Adjusted Contribution $ 23,108 $ 20,054 $ 7,953 Consolidated Revenue $ 309,204 $ 298,542 $ 267,116 Minus: Adjusted Partner Share and other third-party costs (1) 150,578 155,507 137,488 Adjusted Contribution $ 158,626 $ 143,035 $ 129,628 (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. 108 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 revenue 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, 2023 2022 2021 Adjusted Contribution $ 158,626 $ 143,035 $ 129,628 Minus: Deferred implementation costs (1) — — 3,785 Delivery costs 28,248 30,403 22,503 Sales and marketing expense 57,425 74,745 65,996 Research and development expense 51,352 54,435 38,104 General and administration expense 58,810 81,446 66,222 Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374 Impairment of goodwill and intangible assets 70,518 453,288 — Acquisition, integration and divestiture (benefits) costs ( 6,313 ) ( 2,874 ) 24,372 Loss on divestitures 6,550 — — Depreciation and amortization expense 26,460 37,544 29,871 Total non-operating (income) expense ( 968 ) 8,932 13,830 Loss before income taxes $ ( 134,702 ) $ ( 466,710 ) $ ( 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, 2023 2022 2021 Revenue: United States $ 291,420 $ 275,256 $ 246,315 United Kingdom 17,785 23,286 20,801 Total $ 309,204 $ 298,542 $ 267,116 December 31, 2023 2022 Property and equipment: United States $ 3,244 $ 4,453 United Kingdom 79 1,463 Total $ 3,323 $ 5,916 109 Capital expenditures within the United Kingdom and India were $0.2 million, $0.5 million and $0.7 million during 2023, 2022 and 2021, respectively. 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 As of December 31, 2023, we define a marketer as a customer who has a distinct contractual relationship with us, rather than aggregating by parent company. We believe this is a more accurate representation for how marketing budgets are managed at our customer level. This methodology change in our aggregation impacts how we calculate our revenue and accounts receivable concentration and we changed the prior year presentation to be in conformity. Our revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the years ended December 31, 2023 and 2022 our top five marketers accounted for 15% of our revenue for each period, with no marketer representing over 10% during each of 2023 and 2022. During the year ended December 31, 2021 our top five marketers accounted for 27% of our revenue, with one marketer accounting for over 10% during 2021. As of December 31, 2023 and 2022, our top five marketers accounted for 19% and 18% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period. 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 the years ended December 31, 2023, 2022 and 2021 our top three FI partners combined to account for over 85%, 80% and 75%, respectively, of the total Partner Share we paid to all partners. During 2023 the top FI partner represented over 50% and the second and third largest FI partners each represented over 10% of Partner Share. During 2022 and 2021 the top two FI partners represented over 20% and 25%, respectively, and the third largest FI partner representing over 10% of Partner Share for each period. No other partner accounted for over 10% of Partner Share during these periods. On March 14, 2024, we entered into an agreement with a new FI partner. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.