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 ) 62 Consolidated Balance Sheets 64 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Loss 66 Consolidated Statements of Stockholders’ Equity 67 Consolidated Statements of Cash Flows 69 Notes to Consolidated Financial Statements 71 61 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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 12, 2025, 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 are highly automated and are based on contractual terms with marketers, partners, 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. 62 • We tested the operating effectiveness of internal controls within the relevant revenue business processes, including automated controls and those in place to reconcile the information from various systems to the Company’s general ledger. • For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue. 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 of September 30, 2024. 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 the 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 an interim impairment test for goodwill as of September 30, 2024. As a result of the continued slowdown in the economy and decreased consumer spend, which resulted in further declines in the Company’s stock price, the Company recognized a goodwill impairment charge of $117.8 million for the Bridg platform reporting unit, as the fair value of the reporting unit was determined to be less than its carrying value. This eliminated all remaining Goodwill allocated to the Bridg platform. No impairment charge was recorded for the Cardlytics platform in the U.S. reporting unit. The consolidated goodwill balance was $159.4 million as of December 31, 2024, the entire balance of which was allocated to the Cardlytics platform in the U.S. 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 these reporting units. 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 12, 2025 We have served as the Company's auditor since 2012. 63 CARDLYTICS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value amounts) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 65,594 $ 91,830 Accounts receivable and contract assets, net 103,252 120,622 Other receivables 3,801 5,379 Prepaid expenses and other assets 5,336 6,097 Total current assets 177,983 223,928 Long-term assets: Property and equipment, net 2,596 3,323 Right-of-use assets under operating leases, net 6,341 7,310 Intangible assets, net 11,371 35,003 Goodwill 159,429 277,202 Capitalized software development costs, net 33,341 24,643 Other long-term assets, net 1,650 2,735 Total assets $ 392,711 $ 574,144 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 3,689 $ 4,425 Accrued liabilities: Accrued compensation 5,494 11,662 Accrued expenses 7,175 9,587 Partner Share liability 32,479 48,867 Consumer Incentive liability 45,513 52,678 Deferred revenue 2,154 2,405 Short-term debt 45,863 — Current operating lease liabilities 2,025 2,127 Current contingent consideration 4,563 39,398 Total current liabilities 148,955 171,149 Long-term liabilities: Convertible senior notes, net 167,729 227,504 Line of credit — 30,000 Long-term deferred revenue — 67 Long-term operating lease liabilities 6,034 6,391 Long-term contingent consideration — 4,162 Other long-term liabilities — 73 Total liabilities 322,718 439,346 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock, $ 0.0001 par value— 100,000 shares authorized and 51,257 and 39,728 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 10 9 Additional paid-in capital 1,366,958 1,243,594 Accumulated other comprehensive income 3,601 2,467 Accumulated deficit ( 1,300,576 ) ( 1,111,272 ) Total stockholders’ equity 69,993 134,798 Total liabilities and stockholders’ equity $ 392,711 $ 574,144 See notes to the consolidated financial statements 64 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 Revenue $ 278,298 $ 309,204 $ 298,542 Costs and expenses: Partner Share and other third-party costs 127,761 150,578 155,507 Delivery costs 29,643 28,248 30,403 Sales and marketing expense 52,649 57,425 74,745 Research and development expense 49,607 51,352 54,435 General and administrative expense 56,482 58,810 81,446 Acquisition, integration and divestiture costs (benefits) 161 ( 6,313 ) ( 2,874 ) Change in contingent consideration 210 1,246 ( 128,174 ) Impairment of goodwill and intangible assets 131,595 70,518 453,288 Loss on divestiture — 6,550 — Depreciation and amortization expense 25,689 26,460 37,544 Total costs and expenses 473,797 444,874 756,320 Operating loss ( 195,499 ) ( 135,670 ) ( 457,778 ) Other income (expense): Interest expense, net ( 5,553 ) ( 2,336 ) ( 2,556 ) Foreign currency (loss) gain ( 1,269 ) 3,304 ( 6,376 ) Gain on debt extinguishment 13,017 — — Total other income (expense) 6,195 968 ( 8,932 ) Loss before income taxes ( 189,304 ) ( 134,702 ) ( 466,710 ) Income tax benefit — — 1,446 Net Loss ( 189,304 ) ( 134,702 ) ( 465,264 ) Net loss per share, basic and diluted $ ( 3.91 ) $ ( 3.69 ) $ ( 13.92 ) Weighted-average common shares outstanding, basic and diluted 48,361 36,488 33,419 See notes to the consolidated financial statements 65 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended December 31, 2024 2023 2022 Net Loss $ ( 189,304 ) $ ( 134,702 ) $ ( 465,264 ) Other comprehensive loss: Foreign currency translation adjustments 1,134 ( 3,131 ) 5,112 Total Comprehensive Loss $ ( 188,170 ) $ ( 137,833 ) $ ( 460,152 ) See notes to the consolidated financial statements 66 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) Year Ended December 31, 2024: Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Accumulated Deficit Total Common Stock Shares Amount Balance – December 31, 2023 39,728 $ 9 $ 1,243,594 $ 2,467 $ ( 1,111,272 ) $ 134,798 Exercise of common stock options 6 — 15 — — 15 Stock-based compensation — — 45,370 — — 45,370 Issuance of restricted stock 3,503 1 — — — 1 Issuance of common stock, net of issuance cost 3,592 — 27,451 — — 27,451 Issuance of common stock, net of issuance costs - ATM Offering Program (as defined below) 3,908 — 48,151 — — 48,151 Issuance of common stock pursuant to the 2018 ESPP (as defined below) 520 — 2,262 — — 2,262 Termination of capped calls related to 2020 Convertible Senior Notes — — 115 — — 115 Other comprehensive income — — — 1,134 — 1,134 Net loss — — — — ( 189,304 ) ( 189,304 ) Balance – December 31, 2024 51,257 $ 10 $ 1,366,958 $ 3,601 $ ( 1,300,576 ) $ 69,993 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 loss — — — ( 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 See notes to the consolidated financial statements 67 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) 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 68 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2024 2023 2022 Operating activities Net Loss $ ( 189,304 ) $ ( 134,702 ) $ ( 465,264 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Credit loss expense 6,106 1,704 2,399 Depreciation and amortization 25,689 26,460 37,544 Amortization of financing costs charged to interest expense 1,633 1,648 1,595 Amortization of right-of-use asset 2,187 3,055 6,196 Impairment of goodwill and intangible assets 131,595 70,518 453,288 Loss on divestiture — 6,550 — Gain on debt extinguishment ( 13,017 ) — — Stock-based compensation expense 40,367 40,980 44,686 Change in contingent consideration 210 1,246 ( 128,174 ) Other non-cash expense (income), net 1,481 ( 4,170 ) 6,589 Income tax benefit — — ( 1,446 ) Change in operating assets and liabilities: Accounts receivable and contracts assets, net 12,497 ( 7,725 ) ( 4,546 ) Prepaid expenses and other assets 1,360 2,492 535 Accounts payable 499 239 ( 893 ) Other accrued expenses ( 6,644 ) ( 7,492 ) ( 9,516 ) Partner Share liability ( 16,350 ) 405 1,721 Customer Incentive liability ( 7,133 ) ( 1,393 ) 1,382 Net cash used in operating activities ( 8,824 ) ( 185 ) ( 53,904 ) Investing activities Acquisition of property and equipment ( 1,562 ) ( 667 ) ( 1,171 ) Acquisition of patents — — ( 175 ) Capitalized software development costs ( 17,736 ) ( 11,725 ) ( 12,140 ) Business acquisitions, net of cash acquired — — ( 2,274 ) Proceeds from divestitures, net of cash divested 552 2,330 — Net cash used in investing activities ( 18,746 ) ( 10,062 ) ( 15,760 ) Financing activities Proceeds from issuance of debt 172,500 30,000 — Principal payments of debt ( 199,303 ) ( 31 ) ( 35 ) Proceeds from termination of capped calls related to convertible notes 115 — — Proceeds from issuance of common stock 48,645 55 379 Settlement of contingent consideration ( 14,167 ) ( 50,050 ) — Repurchase of common stock — — ( 40,000 ) Equity issuance costs ( 309 ) — ( 157 ) Debt issuance costs ( 6,037 ) — ( 174 ) Net cash provided by (used in) financing activities 1,444 ( 20,026 ) ( 39,987 ) Effect of exchange rates on cash, cash equivalents and restricted cash ( 110 ) 118 ( 1,926 ) Net decrease in cash, cash equivalents and restricted cash ( 26,236 ) ( 30,155 ) ( 111,577 ) Cash, cash equivalents, and restricted cash — Beginning of period 91,830 121,985 233,562 Cash, cash equivalents, and restricted cash — End of period $ 65,594 $ 91,830 $ 121,985 See notes to the consolidated financial statements 69 CARDLYTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2024 2023 2022 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: Cash and cash equivalents $ 65,594 $ 91,830 $ 121,905 Restricted cash — — 80 Total cash, cash equivalents and restricted cash — End of period $ 65,594 $ 91,830 $ 121,985 Supplemental schedule of non-cash investing and financing activities: Cash paid for interest $ 6,119 $ 4,240 $ 2,381 Amounts accrued for property and equipment $ 95 $ 579 $ 67 Amounts accrued for capitalized software development costs $ 174 $ 40 $ 155 Issuance of common stock, net of issuance costs - Settlement Agreement (as defined below) $ 27,451 $ — $ — See notes to the consolidated financial statements 70 CARDLYTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Cardlytics, Inc. ("we," "our," "us," the "Company," or "Cardlytics") is a Delaware corporation and was formed on June 26, 2008. We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone. At the core of our commerce media platform is the financial media network that we run within our partners' digital channels, which includes online and mobile applications (the "Cardlytics platform"). Additionally, we operate an identity resolution platform that utilizes point-of-sale ("POS") data, including product-level purchase data, to enable marketers to perform analytics and targeted loyalty marketing and also 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 predominantly merchants ("merchant data partners") that provide us with access to their POS 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 everyday spend, specialty retail, restaurant, travel and entertainment. Using our transaction data and analytics, we enable marketers to reach potential customers across our network of FI partners through their digital banking accounts and present them relevant offers to save money when they are thinking about 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. 2024 Convertible Senior Notes On April 1, 2024, we issued $ 172.5 million principal amount of our 4.25 % Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 22.5 million principal amount of the 2024 Convertible Senior Notes. Refer to Note 9—Debt and Financing Arrangements for further details. Equity Distribution Agreement On January 29, 2024, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (" SEC"), which was declared effective by the SEC on February 9, 2024. This shelf registration statement, which includes a base prospectus, allows us to offer and sell up to a maximum aggregate offering amount of $ 100.0 million of our registered common stock, preferred stock, debt securities, warrants, or any combination of securities described in the prospectus in one or more offerings. On March 18, 2024, we entered into an equity distribution agreement (the "Equity Distribution Agreement") with Evercore Group L.L.C., BofA Securities, Inc. and Cantor Fitzgerald & Co., as sales agents, pursuant to which we may issue and sell, from time to time, shares of our common stock up to a maximum aggregate offering amount of $ 50.0 million in "at-the-market" offerings (the "ATM Offering Program"). On March 18, 2024, we sold 3,907,600 shares of our common stock at a weighted average price per share of $ 12.80 , for aggregate net proceeds of $ 48.3 million after deducting commissions and estimated offering expenses payable by us, pursuant to the Equity Distribution Agreement and completed the ATM Offering Program. Divestitures and Acquisitions The Dosh app, a consumer facing cashback mobile application operated by Dosh Holdings LLC, was decommissioned on February 28, 2025. 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 adjustments. The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the statement of operations. During the year-ended December 31, 2024, we received $ 0.6 million of cash from escrow, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows. We also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment. 71 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. 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 $ 20.0 million in cash on January 26, 2024 and we issued 3.6 million shares of our common stock on February 1, 2024. We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025. The remaining $ 2.0 million cash payment related to the Settlement Agreement will be paid by June 30, 2025. Refer to Note 12—Fair Value Measurements and Note 13—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration. On June 10, 2024, PNC Financial Services Group, Inc., which acted as the paying agent in connection with payments made in connection with the Merger Agreement and the Settlement Agreement, notified us of a balance of $ 5.9 million from a payment account related to the Merger Agreement and transferred the balance to us. We have recorded the $ 5.9 million as a gain that was realized during the quarter ended June 30, 2024. The gain is reflected as change in contingent consideration in the consolidated statements of operations. 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. 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 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. 72 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 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. 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 loss totaling $ 1.3 million in 2024, a gain totaling $ 3.3 million in 2023 and a loss totaling $ 6.4 million in 2022. 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 fluctuate over time in connection with changes in our revenue. 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." 73 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 the carrying value exceeds its fair value. During the year ended December 31, 2024, we recorded an intangible asset impairment of $ 13.7 million. 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. Goodwill represents the purchase consideration of an acquired business that exceeds the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment by reporting unit annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant d ecrease in expected cash flows. During the year ended December 31, 2024, we recorded impairment charges of $ 117.8 million. 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. The decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024, 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. 74 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. 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. 75 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 60 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. 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. 76 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, 2024 2023 2022 Beginning balance $ 2,239 $ 1,808 $ 1,327 Credit loss expense 6,106 1,704 2,399 Write-offs, net of recoveries ( 2,597 ) ( 1,273 ) ( 1,918 ) Ending balance $ 5,748 $ 2,239 $ 1,808 Unbilled receivables were $ 0.4 million, $ 0.2 million and $ 1.6 million, as of December 31, 2024, 2023 and 2022, 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. 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 administrative 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. 77 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 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 2024, 2023 and 2022, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $ 22.9 million, $ 14.6 million and $ 12.8 million, respectively. Capitalized software development costs are as follows (in thousands): December 31, 2024 2023 Capitalized software development costs, gross $ 69,269 $ 46,373 Less accumulated amortization ( 35,928 ) ( 21,730 ) Capitalized software development costs, net $ 33,341 $ 24,643 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. 2020 Convertible Senior Notes On September 22, 2020, we issued $ 230.0 million principal amount of 2020 Convertible Senior Notes, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 30.0 million principal amount of the 2020 Convertible Senior 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 2020 Convertible Senior Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative fair values. 78 In April 2024, we used $ 169.3 million, consisting of the net proceeds from the 2024 Convertible Senior Notes offering, together with cash on hand, to repurchase for cash $ 183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the offering through one of the initial purchasers or one of its affiliates, as our agents. As a result of the extinguishment of the 2020 Convertible Senior Notes, we have recorded a gain of $ 13.0 million, which is recorded as a Gain on debt extinguishment on the consolidated statement of operations. 2024 Convertible Senior Notes On April 1, 2024, we issued $ 172.5 million principal amount of our 2024 Convertible Senior Notes in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 22.5 million principal amount of the 2024 Convertible Senior Notes. The net proceeds from this offering were $ 166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expenses payable by us. Amortization of debt issuance costs included in interest expense, net totaled $ 1.6 million for each period in 2024, 2023 and 2022, respectively. Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands): December 31, 2024 2023 Debt issuance costs, gross $ 1,211 $ 839 Less accumulated amortization ( 990 ) ( 780 ) Debt issuance costs, net $ 221 $ 59 Deferred debt issuance costs related to our 2024 Convertible Senior Notes included in debt are as follows (in thousands): December 31, 2024 2023 Debt issuance costs, gross $ 5,610 $ — Less accumulated amortization ( 839 ) — Debt issuance costs, net $ 4,771 $ — Deferred debt issuance costs related to our 2020 Convertible Senior Notes included in debt are as follows (in thousands): December 31, 2024 2023 Debt issuance costs, gross $ 5,572 $ 7,275 Less accumulated amortization ( 5,365 ) ( 4,779 ) Debt issuance costs, net $ 207 $ 2,496 Future amortization of debt issuance costs is as follows (in thousands): Years Ending December 31, Amortization 2025 $ 1,329 2026 1,122 2027 1,122 2028 1,122 2029 283 Total $ 4,978 79 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 $ 2.4 million, $ 1.9 million and $ 4.7 million in 2024, 2023 and 2022, 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. 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. 80 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. The depreciation and amortization deferred income taxes line includes these capitalized research and development expenses. 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 Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB released ASU 2024-03, titled "Disaggregation of Income Statement Expenses," which mandates that certain costs and expenses be disclosed in the notes to financial statements. These amendments will take effect for fiscal years starting after December 15, 2026, with early adoption allowed. The changes should be applied either prospectively to financial statements for periods after the effective date or retrospectively to any or all prior periods presented. We are currently assessing how the enhanced disclosure requirements of ASU 2024-03 will impact our financial statements. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvement to Income Tax Disclosures," aimed at improving the transparency and usefulness of income tax information by enhancing disclosures related to rate reconciliation and income taxes paid. These amendments will be effective for annual periods beginning with our fiscal year ending December 31, 2025. The amendments should be applied prospectively, although there is an option to apply the standard retrospectively. We are currently assessing how the enhanced disclosure requirements of ASU 2024-03 will impact our financial statements. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. During the year ended December 31, 2024, we adopted this standard and added additional disclosure in our Segment Footnote. Refer to Note 15—Segments for further information. 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 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. 81 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 2020 Convertible Senior 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 2020 Convertible Senior 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 2020 Convertible Senior 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 2020 Convertible Senior 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. During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, we incurred $ 0.2 million of cost, $ 6.3 million of benefit and $ 2.9 million of benefit in connection with our acquisitions and divestitures, respectively. During the year ended December 31, 2023 and 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, offset by the expense related to the divestiture of Entertainment. These expenses and gains are included in acquisition, integration and divestiture costs (benefit) on our consolidated statements of operations. 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. During the year ended December 31, 2024, we received $ 0.6 million of cash from the escrow, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows. We also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment. 82 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, 2024, 2023 and 2022 are as follows (in thousands): Cardlytics Platform Bridg Platform Consolidated Balance as of December 31, 2023 $ 159,429 $ 117,773 $ 277,202 Goodwill impairment — ( 117,773 ) ( 117,773 ) Balance as of December 31, 2024 $ 159,429 $ — $ 159,429 Cardlytics Platform 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 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 We assessed the triggering events criteria along with related conditions and developments as of September 30, 2024, and we concluded that we had a triggering event as a result of a sustained decline in our stock price during the three months ended September 30, 2024. We, therefore, performed a quantitative impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform exceeded its fair value. As such, we recognized a goodwill impairment of $ 117.8 million for the Bridg platform. We performed our annual goodwill impairment test in the fourth quarter of 2024 and concluded that there was no impairment associated with the Cardlytics platform in the U.S. As of December 31, 2024, there is no remaining goodwill associated with the Bridg platform. 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. 83 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. The decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024, 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 that led to a sustained decline in our stock price. The method of determining fair values of the reporting units at September 30, 2024, 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 values 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. 2024 Acquired Intangibles Acquired intangible assets subject to amortization as of December 31, 2024 were as follows: Gross Carrying Amount Accumulated Amortization Impairment of intangible assets Net Weighted Average Remaining Useful Life (in thousands) (in years) Developed technology 63,621 ( 41,442 ) ( 13,748 ) 9,333.9 8,431 2.5 Merchant relationships 21,930 ( 18,989 ) — 3,491.91 2,941 1.4 Total other intangible assets $ 85,551 $ ( 60,432 ) $ ( 13,748 ) 12,825.81 $ 11,371 Amortization expense of acquired intangibles for the year ended December 31, 2024 was $ 9.8 million. 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 84 Amortization expense of acquired intangibles for the year ended December 31, 2023 was $ 13.6 million. 2022 Acquired Intangibles 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. We have assessed the triggering events criteria along with related conditions and developments as of September 30, 2024. As a result of a triggering event in 2024 as discussed above, we performed an impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform Developed technology intangible asset exceeded its fair values. As such, we recognized an acquired intangible asset impairment of $ 13.7 million during the year ended December 31, 2024. 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 September 30, 2024 and 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. As of December 31, 2024, we expect amortization expense in future periods to be as follows (in thousands): Amount 2025 5,819 2026 4,348 2027 1,204 2028 — Thereafter — Total expected future amortization expense $ 11,371 85 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 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, 2024, 2023 and 2022, Consumer Incentives totaled $ 165.5 million, $ 144.2 million and $ 143.9 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 has two different pricing models: (1) served based pricing and (2) engagement based pricing. • Served Based Pricing Our primary pricing model is Cost per Served Sale ("CPS"). 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 engage with the applicable offer 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. 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. • Engagement Based Pricing. Under our engagement based pricing model, marketers generally pay us a fee for each purchase that we generate following a consumer's engagement with an offer. Marketers may choose between three variations of our engagement based pricing model: (1) Cost per Redemption whereby marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee, (2) Cost per Transaction whereby marketers pay us a negotiated, fixed marketing fee out of which we fund the Consumer Incentive, which is determined in our discretion or (3) Cost per Engagement whereby marketers specify a target return on ad spend based on which we will determine a fee for each engagement a consumer has with the applicable offer. We generate Revenue if the consumer (i) is served an offer, (ii) selects the offer and thereby becomes eligible to earn the applicable Consumer Incentive, and (iii) makes a qualifying purchase from the marketer during the campaign period. We set the fees for engagement based pricing 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, 2024 2023 2022 Served based pricing $ 151,455 $ 191,260 $ 180,701 Engagement based pricing 99,412 86,529 87,992 Other Revenue (1) 4,747 7,636 8,492 Cardlytics platform revenue $ 255,614 $ 285,425 $ 277,185 (1) Other Revenue during the year ended December 31, 2024 primarily includes pricing models that do not relate to Served based pricing and Engagement based pricing, which includes proof-of-concept pricing models that we are exploring and hosting fees that we charge our FI partners to support the costs required to host our services. Other Revenue during the year ended December 31, 2023 and December 31, 2022 primarily consists of revenue from Entertainment. 86 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. The following table summarizes revenue from the Bridg platform (in thousands): Year Ended December 31, 2024 2023 2022 Subscription revenue $ 22,684 $ 23,779 $ 21,190 Other revenue — — 167 Bridg platform revenue $ 22,684 $ 23,779 $ 21,357 The following table summarizes contract balances from the Bridg platform (in thousands): Year Ended December 31, Contract Balance Type Consolidated Balance Sheets Location 2024 2023 Contract assets, current Accounts receivable and contract assets, net $ 232 $ 41 Contract assets, long-term Other long-term assets, net — — Total contract assets $ 232 $ 41 Contract liabilities, current Deferred revenue $ 2,154 $ 2,204 Contract liabilities, long-term Long-term deferred revenue — 67 Total contract liabilities $ 2,154 $ 2,271 During the year ended December 31, 2024, we recognized $ 0.6 million of Revenue related to amounts that were included in Deferred revenue as of December 31, 2023 . The following information represents the total transaction price for the remaining performance obligations as of December 31, 2024 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, 2024, we had $ 32.9 million of remaining performance obligations, of which $ 16.1 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, 2024 and December 31, 2023, we recognized additional right-of-use assets and lease liabilities of $ 1.6 million and $ 2.7 million, respectively, related to new lease agreements and lease modifications for office space. During the year ended December 31, 2024 and 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. Refer to Note 15—Segments for more information on our operating segments. During the year ended December 31, 2024 and 2023, respectively, we made cash payments of $ 2.3 million and $ 4.5 million for operating leases which are included in cash flows used in operating activities in our consolidated statement of cash flows. 87 Lease assets and liabilities, net, are as follows (in thousands): December 31, Lease Type Consolidated Balance Sheets Location 2024 2023 Operating lease assets Right-of-use assets under operating leases, net $ 6,341 $ 7,310 Finance lease assets Property and equipment, net — 14 Total lease assets 6,341 7,324 Operating lease liabilities, current Current operating lease liabilities 2,025 2,127 Operating lease liabilities, long-term Long-term operating lease liabilities 6,034 6,391 Finance lease liabilities, current Accrued expenses — 10 Total lease liabilities $ 8,059 $ 8,528 The following table summarizes activity related to our leases (in thousands): December 31, 2024 2023 Operating lease expense $ 2,822 $ 3,295 Variable lease expense 693 1,191 Short-term lease expense 1,058 600 The following table presents our weighted average borrowing rates and weighted average lease terms: December 31, 2024 2023 Operating leases: Weighted average borrowing rate 7.3 % 6.8 % Weighted average remaining lease term (years) 3.81 4.06 The following table summarizes future maturities of lease liabilities as of December 31, 2024 (in thousands): Fiscal Year Operating Leases 2025 $ 2,525 2026 1,640 2027 1,503 2028 1,191 Thereafter 2,906 Total lease payments 9,765 Imputed interest 1,706 Total lease liabilities $ 8,059 88 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, 2024 2023 Computer equipment $ 9,753 $ 26,580 Leasehold improvements 2,034 8,514 Furniture and fixtures 464 1,269 Construction in progress — 27 Property and equipment, gross 12,251 36,390 Less accumulated depreciation and amortization ( 9,655 ) ( 33,067 ) Property and equipment, net $ 2,596 $ 3,323 Depreciation expense was $ 1.8 million, $ 3.7 million and $ 5.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. 9. DEBT AND FINANCING ARRANGEMENTS Our debt consists of the following (in thousands): December 31, 2024 2023 Line of Credit $ — $ 30,000 2024 Convertible Senior Notes, net 167,729 $ — 2020 Convertible Senior Notes, net 45,863 $ 227,504 Total debt $ 213,592 $ 257,504 Accrued interest is included within accrued expenses in our consolidated balance sheet. We had accrued interest related to our 2024 Convertible Senior Notes and 2020 Convertible Senior Notes of $ 1.9 million and $ 0.9 million as of December 31, 2024 and December 31, 2023, respectively. For the years ended December 31, 2024, 2023 and 2022, interest expense, net reflected on the consolidated statements of operations consisted of interest expense of $ 8.9 million, $ 6.2 million and $ 4.0 million and interest income of $ 3.4 million, $ 3.8 million, and $ 1.4 million, respectively. 2024 Convertible Senior Notes On April 1, 2024, we issued $ 172.5 million principal amount of our 2024 Convertible Senior Notes in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 22.5 million principal amount of the 2024 Convertible Senior Notes. The net proceeds from this offering were $ 166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expense payable by us. The 2024 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of April 1, 2024 ( the "2024 Indenture"), between us and U.S. Bank Trust Company, National Association, as Trustee. The 2024 Convertible Senior Notes will accrue interest at a rate of 4.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 2024 Convertible Senior Notes will mature on April 1, 2029, unless earlier converted or repurchased by us. Before January 2, 2029, noteholders will have the right to convert their 2024 Convertible Senior Notes only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of our common stock, exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") if the trading price per $1,000 principal amount of 2024 Convertible Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the common stock, as described in the 2024 Indenture; and (iv) at any time from, and including, January 2, 2029 until the close of business on the scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 55.4939 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which represents an initial conversion price of $ 18.02 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the 2024 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. If a "Fundamental Change" (as defined in the 2024 Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2024 Convertible Senior Notes at a cash repurchase price equal to the principal amount of the 2024 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to the common stock. The net carrying amount of the liability component of the 2024 Convertible Senior Notes is as follows (in thousands): December 31, 2024 Principal $ 172,500 Minus: Unamortized issuance costs ( 4,771 ) Net carrying amount $ 167,729 Interest expense recognized related to the 2024 Convertible Senior Notes is as follows (in thousands): December 31, 2024 Contractual interest expense (due in cash) $ 5,478 Amortization of debt issuance costs 838 Total interest expense related to the 2024 Convertible Senior Notes $ 6,316 Effective interest rate 4.90 % 2020 Convertible Senior Notes On September 22, 2020, we issued $ 230.0 million principal amount of our 2020 Convertible Senior Notes, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 30.0 million principal amount of the 2020 Convertible Senior Notes. The 2020 Convertible Senior Notes were issued pursuant to an indenture, dated September 22, 2020 (the "2020 Indenture"), between us and U.S. Bank National Association, as trustee. In April 2024, we used $ 169.3 million, consisting of the net proceeds from the 2024 Convertible Senior Notes offering, together with cash on hand, to repurchase for cash $ 183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the offering through one of the initial purchasers or one of its affiliates, as our agents. As a result of the extinguishment of the 2020 Convertible Senior Notes, we have recorded a gain of $ 13.0 million, which is recorded as a Gain on debt extinguishment on the consolidated statement of operations. The 2020 Convertible Senior Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The 2020 Convertible Senior 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 2020 Convertible Senior 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 2020 Convertible Senior 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 2020 Convertible Senior 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 2020 Convertible Senior Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. The closing trading price of our common stock was not in excess of 130 % of the conversion price for more than 20 trading days during the preceding 30 consecutive trading days as of December 31, 2024, and thus the 2020 Convertible Senior Notes are not convertible at the option of the holders during the quarter ending March 31, 2025 based on the stock price conditions. The 2020 Convertible Senior Notes may be convertible in the future if the stock price condition is satisfied during future measurement periods or if another conversion condition is satisfied. 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 2020 Convertible Senior Notes may convert all or any portion of their 2020 Convertible Senior 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 2020 Indenture. The conversion rate for the 2020 Convertible Senior 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 $ 85.14 per share of common stock. The conversion rate for the 2020 Convertible Senior 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 2020 Convertible Senior Notes or if we deliver a notice of redemption in respect of the 2020 Convertible Senior Notes, we will, in certain circumstances, increase the conversion rate of the 2020 Convertible Senior 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. 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 2020 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The net carrying amount of the liability component of the 2020 Convertible Senior Notes is as follows (in thousands): December 31, 2024 2023 Principal $ 46,070 $ 230,000 Minus: Unamortized issuance costs ( 207 ) ( 2,496 ) Net carrying amount of the liability component $ 45,863 $ 227,504 Interest expense recognized related to the 2020 Convertible Senior Notes is as follows (in thousands): December 31, 2024 2023 Contractual interest expense (due in cash) $ 921 $ 2,300 Amortization of debt issuance costs 585 1,461 Total interest expense related to the 2020 Convertible Senior Notes $ 1,506 $ 3,761 Effective interest rate 1.64 % 1.64 % Capped Call Transactions In connection with the issuance of the 2020 Convertible Senior Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial purchasers or the 2020 Convertible Senior Notes and certain other financial institutions. The Capped Calls are recorded in stockholders' equity and were not accounted for as derivatives. The Capped Calls each had an initial strike price of $ 85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2020 Convertible Senior Notes. The Capped Calls had an initial cap price of $ 128.51 per share, subject to certain adjustments. On May 29, 2024, we entered into agreements to terminate all remaining Capped Calls associated with the 2020 Convertible Senior Notes. The Capped Calls were separate transactions, entered into by the Company with the counterparties, and were not part of the terms of the 2020 Convertible Senior Notes. Cash proceeds from the termination of the Capped Calls totaled $ 0.1 million, which we received on June 3, 2024. The $ 0.1 million cash proceeds from the termination of the Capped Calls were recorded as a credit to additional paid in capital on our consolidated balance sheet. 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. On September 17, 2020, we amended our 2018 Loan Facility to allow for the issuance of the 2020 Convertible Senior 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, 2024, 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 U.K. 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, incurrence 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. In April 2024, we repaid in full $ 30.0 million of the principal balance of the 2018 Line of Credit. Interest on advances under the 2018 Line of Credit bore an interest rate equal to the prime rate plus 0.25 %. In addition, we were required to pay an unused line fee of 0.15 % per annum on the average daily unused amount of the revolving commitment. In July 2024, we amended our 2018 Loan Facility, which increased the ability to borrow up to 85 % of the amount of our U.S. eligible accounts receivable and 30 % of the amount of our U.K. eligible accounts receivable, decreased our required minimum level of Adjusted EBITDA, and decreased the interest rate to prime rate plus 0.125 %. The amendment also establishes a reserve in an amount equal to a percentage of the amount needed to retire the outstanding 2020 Convertible Notes. The amendment also includes extension of the maturity date of the loan to July 31, 2026. In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document. During the year ended December 31, 2024, we incurred $ 0.7 million of interest expense associated with the 2018 Loan Facility. As of December 31, 2024, we had $ 60.0 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, 2024. Future Payments Aggregate future payments of principal due upon maturity are as follows (in thousands): Years Ending December 31, Debt 2025 $ 46,070 2026 — 2027 — 2028 — Future periods 172,500 Total debt $ 218,570 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. On November 6, 2024, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 2,500,000 shares of our common stock. As of December 31, 2024, there were 2,657,349 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, 2024, there were 529,419 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 2,562,851 shares on January 1, 2025. 89 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, 2024 2023 2022 Delivery costs $ 2,680 $ 2,427 $ 2,682 Sales and marketing expense 10,017 12,624 11,935 Research and development expense 14,957 16,392 13,262 General and administrative expense 12,713 9,537 16,807 Total stock-based compensation expense $ 40,367 $ 40,980 $ 44,686 During 2024, 2023 and 2022, we capitalized $ 5.0 million, $ 2.5 million and $ 1.4 million, respectively, of stock-based compensation expense for software development. 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, 2023 5,485 $ 15.70 Granted 4,949 9.65 Vested ( 3,503 ) 13.30 Forfeited ( 2,424 ) 11.47 Unvested - December 31, 2024 4,507 $ 13.20 1.20 $ 43,710 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 90 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/canceled ( 1,536 ) 59.94 Unvested - December 31, 2022 5,956 $ 25.43 2.93 $ 116,941 Service-based Restricted Stock Units During the year ended December 31, 2024, we granted 4,948,914 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting in four years . Subsequent to December 31, 2024, we granted 725,800 RSUs to employees, which have vesting periods ranging from eighteen months to two years . The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2024 is $ 2.2 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"). During the three months ended September 30, 2024, we reassessed the likelihood of achieving the second tranche of the 2022 Bridg PSUs 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 this grant as a benefit to stock-based compensation during the three months ended September 30, 2024. 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. 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 January 2025, the compensation committee of our board of directors certified that the second tranche's milestone had been achieved, which resulted in the immediate vesting of the second tranche representing 25 % of the grant. 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. During the three months-ended September 30, 2024, we reassessed the likelihood of achieving this PSU 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 this grant as a benefit to stock-based compensation during the three months ended September 30, 2024. 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. As of April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period. 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. 91 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, 2024, 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, 2024. 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. On April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period. With the exception of the 2021 PSUs, the third tranche of the 2022 PSUs, the second tranche of the 2022 Bridg 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, 2024, 2023 and 2022, a total of 520,197 , 555,915 and 167,622 shares of common stock were purchased by employees under the 2018 ESPP, respectively. As of December 31, 2024, 534,912 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, 2028, 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 500,000 shares on January 1, 2025. 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. 92 11. INCOME TAXES Domestic and foreign components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Domestic $ ( 179,555 ) $ ( 122,026 ) $ ( 455,202 ) Foreign ( 9,749 ) ( 12,676 ) ( 11,508 ) Loss before income taxes $ ( 189,304 ) $ ( 134,702 ) $ ( 466,710 ) The significant components of income tax (expense) benefit are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Current: Federal $ — $ — $ — State — — — Foreign — — — Total current — — — Deferred: Federal 10,391 10,236 38,508 State 833 335 6,317 Foreign 3,118 961 3,075 Change in uncertain tax positions ( 625 ) ( 1,320 ) ( 587 ) Change in valuation allowance ( 13,717 ) ( 10,212 ) ( 45,867 ) Total deferred — — 1,446 Income tax benefit $ — $ — $ 1,446 The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate: Year Ended December 31, 2024 2023 2022 Tax benefit at federal statutory rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit — % ( 0.01 ) % 0.08 % Change in federal and state statutory rate 1.69 % 0.01 % 0.15 % Foreign rate differential 0.06 % ( 0.22 ) % 0.01 % Goodwill impairment ( 13.06 ) % ( 10.94 ) % ( 17.82 ) % Contingent liability remeasurement ( 0.78 ) % ( 0.81 ) % 5.71 % Other adjustments ( 1.61 ) % ( 1.40 ) % 1.03 % Valuation allowance ( 7.24 ) % ( 7.54 ) % ( 9.87 ) % Income tax benefit 0.06 % 0.09 % 0.29 % 93 The significant components of deferred income taxes are as follows (in thousands): December 31, 2024 2023 Net operating loss carry-forwards $ 161,418 $ 158,916 Allowance for credit losses 1,474 809 Depreciation and amortization 23,233 11,574 Stock-based compensation 3,025 3,566 Deferred costs 740 3,735 ROU asset ( 1,457 ) ( 1,565 ) Lease liability 1,867 1,856 Other tax credit carry-forward 11,625 9,641 Other temporary differences 1,451 1,129 Valuation allowance ( 203,377 ) ( 189,660 ) 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, 2024 2023 2022 Beginning balance $ ( 189,660 ) $ ( 179,448 ) $ ( 123,867 ) Allowance for domestic and foreign net operating loss carry-forwards ( 299 ) ( 2,442 ) ( 13,360 ) Rate change on domestic net operating loss carry-forwards ( 3,241 ) ( 424 ) 235 Convertible debt additional paid-in capital tax adjustment - valuation allowance impact — — ( 9,714 ) Other changes ( 10,177 ) ( 7,346 ) ( 32,742 ) Ending balance $ ( 203,377 ) $ ( 189,660 ) $ ( 179,448 ) As of December 31, 2024 and 2023, we have $ 631.6 million and $ 628.7 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 $ 269.1 million and $ 267.3 million of gross state net operating loss carry-forwards as of December 31, 2024 and 2023, respectively that will expire between the 2024 and 2044 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, with the last identified ownership change occurring on April 2, 2020. We have analyzed whether we have experienced an additional ownership change through December 31, 2023 and have not identified an ownership change. It is possible that we have experienced an ownership change during 2024 or that we may experience an ownership 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 and 2022 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 and $ 0.9 million, respectively. During the year ended December 31, 2024, we recognized an expense in research and development expense of $ 1.4 million primarily from a revision to previously recognized credits. 94 As of December 31, 2024 and 2023, Cardlytics UK had gross net operating losses of $ 50.0 million and $ 55.7 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, 2024, Cardlytics UK held cash and cash equivalents of $ 4.1 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, 2024 2023 2022 Beginning balance $ 2,925 $ 1,606 $ 1,128 Increase related to current year tax position 625 1,319 478 Ending balance $ 3,550 $ 2,925 $ 1,606 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, 2024, 2023 and 2022, we recognized a goodwill impairment of $ 117.8 million, $ 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; and • Level 3 - unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability at fair value. 95 Included in the fair value table are cash equivalents and contingent consideration. Cash equivalents are comprised of money market funds and U.S. treasury bills stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. The fair values of cash equivalents are as follows (in thousands): December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 32,332 $ — $ — $ 32,332 US Treasury Bills 13,450 — — 13,450 Total cash equivalents at fair value $ 45,782 $ — $ — $ 45,782 The contingent consideration for the acquisition of Bridg is composed of the payments per the Settlement Agreement. The fair values of contingent consideration in connection with the Bridg acquisition are as follows (in thousands): 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 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, 2024 December 31, 2023 Beginning balance $ 43,560 $ 104,121 Decrease due to earnout settlement ( 45,114 ) ( 61,807 ) Change in contingent consideration 5,817 1,246 Reclassification due to remaining payments being fixed per Settlement Agreement ( 4,263 ) — Ending balance $ — $ 43,560 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 $ 20.0 million in cash on January 26, 2024 and we issued 3,600,000 shares of our common stock on February 1, 2024. We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025. The remaining $ 2.0 million cash payment related to the Settlement Agreement will 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, 2024, the contingent consideration is valued at $ 4.6 million , exclusive of $ 0.3 million in broker fees and other costs, which is included in accrued expenses on our consolidated balance sheets. We determined the present value of the contingent consideration by discounting the future payments to be paid by January 31, 2025 and June 30, 2025. As the remaining 96 payments are fixed as per the Settlement Agreement, the contingent consideration is no longer subject to ASC 820, Fair Value Measurement. 13. COMMITMENTS AND CONTINGENCIES Commitments 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 had accrued $ 4.5 million for the Partner Share shortfall, included within Partner Share liability on our consolidated balance sheet. As of December 31, 2024, we paid $ 4.5 million of our shortfall extinguishing our minimum Partner Share liability. During the years ended December 31, 2024 and 2023, we recognized zero and $ 1.3 million, respectively, of expected minimum Partner Share commitment shortfalls within Partner Share and other third-party costs on our consolidated statements of operations. 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 September 2025. During the nine months ended September 30, 2024, we partially paid down the 2020 Convertible Senior Notes and issued 2024 Convertible Senior Notes with an aggregate principal amount of $ 172.5 million bearing an interest rate of 4.25 % due on April 1, 2029. 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 2023, we renewed a cloud hosting arrangement guaranteeing an aggregated spend of $ 13.5 million over a 12 month period. In January 2024, we renewed our agreement guaranteeing an aggregated spend of $ 17.0 million each year over the next thirty-six month period. 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 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 $ 25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses and to dismiss our verified complaint in the Delaware Court of Chancery. 97 On January 22, 2025, a putative securities class action lawsuit was filed against Cardlytics and certain of its current and former officers in the U.S. District Court for the Northern District of Georgia, captioned Froess v. Cardlytics, Inc., Case No. 1:25-cv-00279-MHC. The complaint, brought on behalf of a putative class of all persons who purchased our securities between March 14, 2024 and August 7, 2024, alleged that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. On February 13, 2025, we filed a motion to dismiss the complaint. Subsequently, on March 7, 2025, the plaintiff voluntarily dismissed the action without prejudice pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure. Because the dismissal is without prejudice, the plaintiff reserves the right to refile similar claims in the future. 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. 14. EARNINGS PER SHARE Diluted net loss per share is the same as basic net loss per share for 2024, 2023 and 2022 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, 2024 2023 2022 Common stock options 52 84 380 2020 Convertible Senior Notes 541 2,701 2,701 2024 Convertible Senior Notes 9,573 — — Unvested restricted stock units 4,507 5,491 5,956 Common stock issuable pursuant to the ESPP 150 65 95 15. SEGMENTS As of December 31, 2024, 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. Our CODM allocates resources to, and evaluates the performance of, our operating segments based on Adjusted Contribution. Our CODM uses Adjusted Contribution extensively to measure the efficiency of our advertising platform, make decisions to manage advertising campaigns and evaluate our operational performance. We view Adjusted Contribution as an important operating measure of our financial results. We believe that Adjusted Contribution provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and Board of Directors. 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. Refer to Note 6—Revenue for further information. 98 The following table provides information regarding our reportable segments (in thousands): Year Ended December 31, 2024 2023 2022 Cardlytics platform Revenue $ 255,615 $ 285,425 $ 277,185 Minus: Adjusted Partner Share 122,370 144,502 147,872 Minus: Other third-party costs (1) 4,171 5,405 6,332 Adjusted Contribution $ 129,074 $ 135,518 $ 122,981 Bridg platform Revenue $ 22,683 $ 23,779 $ 21,357 Minus: Adjusted Partner Share — — — Minus: Other third-party costs (1) 1,220 671 1,303 Adjusted Contribution $ 21,463 $ 23,108 $ 20,054 (1) Other third-party costs above primarily represents media and data costs that we incur to support the Cardlytics and Bridg platform. 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 administrative and other investments. Adjusted Contribution is calculated by taking our total Revenue less our Partner Share and other third-party costs. 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. Management views Adjusted Contribution as the most relevant metric to measure the financial performance as it reflects the dollars we keep after all of our partners are paid. 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, 2024 2023 2022 Adjusted Contribution $ 150,537 $ 158,626 $ 143,035 Minus: Delivery costs 29,643 28,248 30,403 Sales and marketing expense 52,649 57,425 74,745 Research and development expense 49,607 51,352 54,435 General and administrative expense 56,482 58,810 81,446 Change in contingent consideration 210 1,246 ( 128,174 ) Impairment of goodwill and intangible assets 131,595 70,518 453,288 Acquisition, integration and divestiture costs (benefits) 161 ( 6,313 ) ( 2,874 ) Loss on divestitures — 6,550 — Depreciation and amortization expense 25,689 26,460 37,544 Total non-operating (income) expense (1) ( 6,195 ) ( 968 ) 8,932 Loss before income taxes $ ( 189,304 ) $ ( 134,702 ) $ ( 466,710 ) (1) Non-operating (income) expense includes interest income, interest expense and foreign currency loss. 99 As a percentage of our total consolidated revenues, revenues from external customers in the United States for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was 92 %, 94 % and 91 %, respectively. Revenues from external customers are attributed to individual countries based on the location of the customer arrangements. Our results of operations and our financial condition are not significantly reliant upon any single customer. The following tables provide geographical information (in thousands): Year Ended December 31, 2024 2023 2022 Revenue: United States $ 254,081 $ 291,420 $ 275,256 United Kingdom 24,217 17,784 23,286 Total $ 278,298 $ 309,204 $ 298,542 December 31, 2024 2023 Property and equipment: United States $ 2,530 $ 3,244 United Kingdom 66 79 Total $ 2,596 $ 3,323 Capital expenditures within the United Kingdom and India were $ 0.1 million, $ 0.2 million and $ 0.5 million during 2024, 2023 and 2022, 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 treasury obligation funds and money market accounts at financial institutions with high credit facility. Our remaining 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. Marketers As of December 31, 2024, 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, 2024, December 31, 2023 and December 31, 2022, our top five marketers accounted for 16 %, 15 % and 15 % of our Revenue, respectively, with no marketer accounting for over 10% during each period. As of December 31, 2024 and 2023, our top five marketers accounted for 17 % and 19 % 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. 100 During the years ended December 31, 2024, 2023 and 2022, our top three FI partners combined to account for over 85 %, 85 % and 80 %, respectively, of the total Partner Share we paid to all partners. During 2024 and 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 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.