0001666071-23-000032 | 10-K | XBRL Viewer

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Implementation Costs

Agreements with certain partners require us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution. Amounts paid to partners are included in deferred implementation costs on our consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements. Amortization and impairment is included in Partner Share and other third-party costs on our consolidated statements of operations and is presented in amortization and impairment of deferred implementation costs on our consolidated statement of cash flows. Certain of these agreements provide for future reductions in Partner Share due to the partner. These reductions in Partner Share are recorded as a reduction to deferred implementation costs and also result in a cumulative adjustment to accumulated amortization.

During 2020 and 2021, we recognized write offs of deferred implementation costs totaling $0.7 million and $1.0 million, respectively, in Partner Share and other third-party costs on our consolidated statements of operations, upon the notification from one of our partners about plans to end the use of certain platform features prior to the end of our contractual arrangement with the partner.

The following table presents changes in deferred implementation costs (in thousands):


	December 31,
	2020		2021		2022
Beginning balance	$	8,383	$	3,785	$	—

Recoveries through Partner Share	—		—		—
Amortization	(3,915)		(2,826)		—
Impairment	(683)		(959)		—
Ending balance	$	3,785	$	—	$	—

We have a minimum Partner Share commitment to a certain FI partner totaling $10.0 million over a 12-month period which began on April 1, 2022. To the extent that this commitment is expected to exceed the amount of Partner Share otherwise payable to such FI partner in the absence of such commitment, we accrue any expected shortfall over the commitment period. We accrued for zero and $3.2 million of expected minimum Partner Share commitment shortfalls as of December 31, 2021 and 2022, respectively.

Other Commitments

We lease property and equipment under non-cancelable operating lease agreements. Refer to Note 7—Leases for further details. In September 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in 2025. Refer to Note 9—Debt and Financing Arrangements for further details. In connection with our acquisition of Bridg, we will owe a brokerage fee derived from the amount of the First Anniversary Payment and the Second Anniversary Payment, if any. See Note 4—Business Combinations for further details.

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 our agreement guaranteeing an aggregated spend of $13.5 million over a twelve month period.

LitigationFrom 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. We are currently in a dispute with the Bridg Stockholder Representative regarding the amount of the First Anniversary Payment. Refer to Note 4—Business Combinations for further discussion. Other than this dispute, we are not presently a party to any 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

DEBT AND FINANCING ARRANGEMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

Our debt consists of the following (in thousands):


	December 31,
	2021		2022


Convertible senior notes, net	$	184,398	$	226,047

Convertible Debt

The net carrying amount of the liability component of the Notes is as follows (in thousands):


	December 31,
	2021		2022
Principal	$	230,000	$	230,000
Minus: Unamortized debt discount	(41,098)		—
Minus: Unamortized issuance costs	(4,504)		(3,956)
Net carrying amount of the liability component	$	184,398	$	226,044

The net carrying amount of the equity component of the Notes is as follows (in thousands):


	December 31,
	2021
Proceeds allocated to the conversion options (debt discount)	$	53,096
Minus: Issuance costs	(1,680)
Net carrying amount of the equity component	$	51,416

Interest expense recognized related to the Notes is as follows (in thousands):


	December 31,
	2021			2022
Contractual interest expense (due in cash)	$	2,300		$	2,300
Amortization of debt discount	9,513			—
Amortization of debt issuance costs	874			1,461
Total interest expense related to the Notes	$	12,687		$	3,761
Effective interest rate	5.52		%	1.64		%

Schedule of maturities of debt and capital lease

Aggregate future payments of principal due upon maturity are as follows (in thousands):


Years Ending December 31,	Convertible Senior Notes
2023	$	—
2024	—
2025	230,000
2026	—




Total debt	$	230,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Domestic and foreign components of loss before income taxes are as follows (in thousands):


	Year Ended December 31,
	2020		2021		2022
Domestic	$	(42,613)	$	(122,087)	$	(455,202)
Foreign	(12,809)		(14,342)		(11,508)
Loss before income taxes	$	(55,422)	$	(136,429)	$	(466,710)

The significant components of income tax (expense) benefit are as follows (in thousands):


	Year Ended December 31,
	2020		2021		2022
Current:
Federal	$	—	$	—	$	—
State	—		—		—
Foreign (1)	—		—		—
Total current	—		—		—
Deferred:
Federal	23,062		31,106		38,508
State	3,744		4,942		6,317
Foreign	1,713		2,184		3,075
Change in uncertain tax positions	(117)		(596)		(587)
Change in valuation allowance	(28,402)		(29,772)		(45,867)
Total deferred	—		7,864		1,446
Income tax benefit	$	—	$	7,864	$	1,446

(1)The current income tax (expense) during 2020, 2021 and 2022 excludes Indian income tax expense of less than $0.3 million, $0.2 million and $0.2 million, respectively.

The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate:


	Year Ended December 31,
	2020		2021		2022
Tax benefit at federal statutory rate	21.00	%	21.00	%	21.00	%
State income taxes, net of federal benefit	—	%	2.08	%	0.08	%
Change in federal and state statutory rate	0.35	%	(0.14)	%	0.15	%
Foreign rate differential	(0.62)	%	(0.19)	%	0.01	%
Goodwill impairment	—	%	—	%	(17.82)	%
Contingent liability remeasurement	—	%	—	%	5.71	%
Other adjustments	7.36	%	4.68	%	1.03	%
Valuation allowance	(28.57)	%	(21.75)	%	(9.87)	%
Income tax benefit	(0.48)	%	5.68	%	0.29	%

The significant components of deferred income taxes are as follows (in thousands):


	December 31,
	2021		2022
Net operating loss carry-forwards	$	145,273	$	155,949
Allowance for credit losses	212		776
Depreciation and amortization	(42,053)		1,485
Stock-based compensation	7,889		7,020

Deferred costs	7,898		6,599


IRC Section 163(j) interest expense limitation	77		—
Other tax credit carry-forward	4,249		5,683
Other temporary differences	322		1,936
Valuation allowance	(123,867)		(179,448)
Net long-term deferred tax asset	$	—	$	—

We have generated historical net losses and recorded a full valuation allowance against our net deferred tax assets, and we expect to maintain a full valuation allowance in the near term. Realization of any of our net deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. During 2022, we released $1.4 million of our valuation allowance related to net deferred tax liabilities arising from the acquisitions of Bridg resulting in an income tax benefit of $1.4 million reflected on our consolidated statement 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,
	2020		2021		2022
Beginning balance	$	(70,231)	$	(85,991)	$	(123,867)
Allowance for domestic and foreign net operating loss carry-forwards	(26,277)		(51,856)		(13,360)
Rate change on domestic net operating loss carry-forwards	(82)		419		235

Convertible debt additional paid-in capital tax adjustment - valuation allowance impact	12,642		—		(9,714)
Other changes	(2,043)		13,561		(32,742)
Ending balance	$	(85,991)	$	(123,867)	$	(179,448)

As of December 31, 2021 and 2022 we have $586.2 million and $625.5 million, respectively, of gross U.S. federal net operating loss carry forwards that will begin to expire in the 2028 tax year. Additionally, we have $243.6 million and $254.1 million of gross state net operating loss carry-forwards as of December 31, 2021 and 2022, respectively that will expire between the 2022 and 2042 tax years for states that do not have indefinite carry-forward periods for net operating losses generated in recent years.

Ownership changes, as defined by IRC Section 382, may limit the amount of net operating losses that a company may utilize to offset future taxable income and taxes payable. Pursuant to IRC Section 382, an ownership change occurs when the stock ownership of 5% stockholders increases by more than 50% over a testing period of three years. We have experienced ownership changes in the past, and it is possible that we have undergone ownership changes subsequent to April 2, 2020, the date of our most recent evaluation, or that we may undergo such a change in the future. Any such ownership change may limit our ability to utilize net operating losses.

Our results during 2020, 2021 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, $1.3 million and $0.9 million, respectively.

As of December 31, 2021 and 2022, Cardlytics UK had gross net operating losses of $43.0 million and $47.8 million, respectively. Foreign net operating loss carry-forwards expire according to the rules of each country. In the U.K., there is an indefinite carry-forward period. As of December 31, 2022, Cardlytics UK held cash and cash equivalents of $3.4 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,
	2020		2021		2022
Beginning balance	$	185	$	302	$	1,128
Increase related to current year tax position	117		826		478
Ending balance	$	302	$	1,128	$	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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

REVENUE (Notes)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

The Cardlytics Platform

The Cardlytics platform is our proprietary native bank advertising channel that enables marketers to reach consumers through the FIs' trusted and frequently visited digital banking channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these consumer incentives to our FIs’ customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. During 2020, 2021 and 2022, Consumer Incentives totaled $76.5 million, $127.0 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 is priced predominantly in two ways: (1) Cost per Served Sale (“CPS”), and (2) Cost per Redemption (“CPR”).

•CPS. Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage, which we refer to as the CPS Rate, of all purchases from the marketer by consumers who (1) are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive. We set CPS Rates for marketers based on our expectation of the marketer’s return on spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. We seek to optimize the level of Consumer Incentives to retain a greater portion of billings. However, if the amount of Consumer Incentives exceeds the amount of billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. This has occurred infrequently and has been immaterial in amount for each of the periods presented. In some instances, we may also charge the marketer the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign.

•CPR. Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate. We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive, and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign.

The following table summarizes revenue by pricing model (in thousands):


	Year Ended December 31,
	2020		2021		2022
Cost per Served Sale	$	131,045	$	175,434	$	180,701
Cost per Redemption	53,838		81,911		87,992
Other	2,009		1,409		8,492
Cardlytics platform revenue	$	186,892	$	258,754	$	277,185

The Bridg platform

The Bridg platform generates revenue through the sale of subscriptions to our cloud-based customer-data platform and the delivery of professional services, such as implementation, onboarding and technical support in connection with each subscription. We recognize subscription revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer. For non-recurring services or transactional based fees dependent on system usage, revenue is recognized as services are delivered. Our subscription contracts are generally 6 to 36 months in duration and are generally billed in advance on a monthly, quarterly or annual basis.

The following table summarizes revenue from the Bridg platform (in thousands):


	Year Ended December 31,
	2021		2022
Subscription revenue	$	8,207	$	21,190
Other revenue	155		167
Bridg platform revenue	$	8,362	$	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	2021		2022
Contract assets, current	Accounts receivable and contract assets, net	$	52	$	28
Contract assets, long-term	Other long-term assets, net	26		—
Total contract assets		$	78	$	28

Contract liabilities, current	Deferred revenue	$	1,627	$	1,750
Contract liabilities, long-term	Long-term deferred revenue	173		334
Total contract liabilities		$	1,800	$	2,084

The following information represents the total transaction price for the remaining performance obligations as of December 31, 2022 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, 2022, we had $20.2 million of remaining performance obligations, of which $15.9 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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Tax credits	$ 900	$ 1,300	$ 1,400
Cash and cash equivalents	121,905	233,467	$ 293,239
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	625,500	586,200
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	254,100	243,600
Foreign
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 47,800	$ 43,000

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Significant components of property and equipment are as follows (in thousands):


	December 31,
	2021		2022
Computer equipment	$	28,848	$	26,260
Leasehold improvements	7,689		7,863
Furniture and fixtures	1,232		1,273
Construction in progress	29		41
Property and equipment, gross	37,798		35,437
Less accumulated depreciation and amortization	(26,525)		(29,521)
Property and equipment, net	$	11,273	$	5,916

STOCK-BASED COMPENSATION - Summary of Common Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares
Beginning balance (in shares)	406,000	513,000	1,000,000
Granted (in shares)	0	0	0
Exercised (in shares)	(16,000)	(106,000)	(467,000)
Forfeited (in shares)			(19,000)
Canceled (in shares)	(31,000)	(1,000)	(1,000)
Ending balance (in shares)	359,000	406,000	513,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	359,000
Weighted-Average Exercise Price
Beginning balance (in usd per share)	$ 25.17	$ 23.91	$ 22.99
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	0	0	0
Exercised (in usd per share)	23.77	19.11	21.78
Forfeited (in usd per share)			27.83
Canceled (in usd per share)	23.60	22.16	21.89
Ending balance (in usd per share)	25.37	$ 25.17	$ 23.91
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 25.37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 335	$ 9,710	$ 29,523
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 0
Number of shares authorized (in shares)		405,830
Bridg Acquisition
Shares
Beginning balance (in shares)	18,000	0
Exercised (in shares)	(2,000)	(4,000)
Ending balance (in shares)	3,000	18,000	0
Weighted-Average Exercise Price
Beginning balance (in usd per share)	$ 8.45	$ 0
Exercised (in usd per share)	8.61	8.53
Ending balance (in usd per share)	8.67	$ 8.45	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 8.72
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 318
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0	$ 1,023
Number of shares authorized (in shares)	21,797
Dosh Holdings, Inc
Shares
Beginning balance (in shares)	30,000	0
Exercised (in shares)	(5,000)	(30,000)
Forfeited (in shares)	(7,000)	(44,000)
Canceled (in shares)	(18,000)
Ending balance (in shares)	9,000	30,000	0
Weighted-Average Exercise Price
Beginning balance (in usd per share)	$ 3.06	$ 0
Exercised (in usd per share)	3.06	3.06
Forfeited (in usd per share)	3.06	3.06
Ending balance (in usd per share)	$ 3.06	$ 3.06	$ 0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 4 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 230	$ 2,492
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 46	$ 1,847
Number of shares authorized (in shares)	104,098
Employee Stock Option [Member]
Weighted-Average Exercise Price
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 1 month 6 days

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Allocation of recognized period costs

The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands):


	Year Ended December 31,
	2020		2021		2022
Delivery costs	$	1,181	$	1,865	$	2,682
Sales and marketing expense	9,857		13,780		11,935
Research and development expense	4,713		10,328		13,262
General and administration expense	16,645		24,291		16,807
Total stock-based compensation expense	$	32,396	$	50,264	$	44,686

Summary of common stock option activity

The following table summarizes changes in common stock options from the Bridg acquisition:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)(1)
Options outstanding — December 31, 2020	—	$	—
Assumed	22	8.46
Exercised	(4)	8.53			$	318


Options outstanding — December 31, 2021	18	8.45		9.35	$	1,023
Assumed	—	—
Exercised	(2)	8.61			$	87
Forfeited	(11)	8.37
Canceled	(2)	8.28
Options outstanding — December 31, 2022	3	8.67		8.35	$	—
Exercisable — December 31, 2022	3	$	8.72	8.35	$	—

(1)For options exercised during the period, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at December 31, 2022, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $5.78 per share closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2022, that would have been received by option holders had all in-the-money options been exercised on that date.

Summary of RSU activity

We grant restricted stock units ("RSUs") to employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:


	Shares (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, 2019	1,741	$	18.55
Granted	1,758	43.07
Vested	(779)	28.56
Forfeited/canceled	(286)	23.34
Unvested - December 31, 2020	2,434	$	32.49
Granted	975	106.24
Vested	(724)	32.51
Forfeited	(391)	51.54
Unvested - December 31, 2021	2,294	$	60.58
Granted	6,182	24.74
Vested	(984)	49.15
Forfeited	(1,536)	59.94
Unvested - December 31, 2022	5,956	$	25.43	2.93	$	116,941

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

STOCK-BASED COMPENSATION

Our 2018 Equity Incentive Plan ("2018 Plan") became effective in February 2018. Prior to the 2018 Plan, we granted awards under our 2008 Stock Plan ("2008 Plan"). Any awards granted under the 2008 Plan remain subject to the terms of our 2008 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2018 Plan. As of December 31, 2022, there were 405,830 shares of our common stock reserved for issuance under our 2018 Plan. The number of shares of our common stock reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 Plan increased by 1,673,858 shares on January 1, 2023.

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.

On July 18, 2022, our Board adopted the Cardlytics, Inc. 2022 Inducement Plan ("2022 Inducement Plan"). Our Board 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 approved an amendment to the Inducement Plan to reserve an additional 350,000 shares of our common stock.

The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands):


	Year Ended December 31,
	2020		2021		2022
Delivery costs	$	1,181	$	1,865	$	2,682
Sales and marketing expense	9,857		13,780		11,935
Research and development expense	4,713		10,328		13,262
General and administration expense	16,645		24,291		16,807
Total stock-based compensation expense	$	32,396	$	50,264	$	44,686

During 2020, 2021 and 2022, we capitalized $0.5 million, $0.7 million and $1.4 million, respectively, of stock-based compensation expense for software development. Additionally, during 2021, we recognized $12.5 million expense related to our assumption of unvested options and RSU and PSU grants to employees of our acquired businesses.

As of December 31, 2021, we have accrued $0.8 million of stock-based compensation for bonus in lieu of cash compensation which was not settled by the end of the year. This amount is presented within accrued compensation on our condensed consolidated balance sheet. This amount was settled in January 2022.

Common Stock Options

The term of each option to purchase shares of our common stock pursuant to the 2018 Plan is set by our board of directors or a committee thereof. Option awards are generally granted with an exercise price not less than the fair value per share of our common stock at the grant date. Option awards generally vest over four years and expire 10 years following the date of grant.

A summary of common stock option activity under our 2018 Plan is as follows (in thousands, except per share amounts):


	Shares	Weighted-Average Exercise Price Per Share		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value(1) (in thousands)
Outstanding - December 31, 2019	1,000	$	22.99
Granted	—	—
Exercised	(467)	21.78			$	29,523
Forfeited	(19)	27.83
Cancelled	(1)	21.89
Outstanding - December 31, 2020	513	$	23.91
Granted	—	—
Exercised	(106)	19.11			$	9,710

Cancelled	(1)	22.16
Outstanding - December 31, 2021	406	$	25.17
Granted	—	—
Exercised	(16)	23.77			$	335

Cancelled	(31)	23.60
Outstanding - December 31, 2022	359	$	25.37	1.10	$	—
Exercisable - December 31, 2022	359	$	25.37	1.10	$	—

(1)For options exercised during the year, the aggregate intrinsic value represents the total pre-tax intrinsic value received by option holders based on the closing price of our common stock as reported on the Nasdaq Global Market on the exercise date. For options outstanding and exercisable at December 31, 2022, the aggregate intrinsic value represents the total pre-tax intrinsic value based on the $5.78 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2022 that would have been received by option holders had all in-the-money options been exercised on that date.

The total fair value of options vested during 2020, 2021 and 2022 was approximately $2.3 million, $0.5 million and zero, respectively. All stock option awards outstanding under our 2018 Plan have vested as of December 31, 2022.

Common Stock Options from Bridg Acquisition

In connection with the acquisition of Bridg, each unvested option to purchase shares of Bridg common stock outstanding as of the acquisition date was converted to unvested options to purchase shares of our common stock. These awards were granted under the Ecinity, Inc. 2012 Equity Incentive Plan ("Bridg Plan") and were separately registered with the Securities and Exchange Commission on Form S-8 on August 3, 2021. The maximum aggregate number of shares of our common stock that may be issued upon exercise of these awards is 21,797 shares, and we do not expect to grant any additional awards under the Bridg Plan. The converted awards retain the same terms and conditions as the awards granted by Bridg prior to the acquisition. The awards have remaining vesting periods ranging from less than one year to four years.

The following table summarizes changes in common stock options from the Bridg acquisition:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)(1)
Options outstanding — December 31, 2020	—	$	—
Assumed	22	8.46
Exercised	(4)	8.53			$	318


Options outstanding — December 31, 2021	18	8.45		9.35	$	1,023
Assumed	—	—
Exercised	(2)	8.61			$	87
Forfeited	(11)	8.37
Canceled	(2)	8.28
Options outstanding — December 31, 2022	3	8.67		8.35	$	—
Exercisable — December 31, 2022	3	$	8.72	8.35	$	—

The total fair value of options vested during the twelve months ended December 31, 2022 was $0.1 million. As of December 31, 2022, unamortized stock-based compensation expense related to unvested common stock options was $0.1 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 1.4 years.

The acquisition date fair value of the converted options was determined using the Black-Scholes options pricing model. The fair value identified was then allocated between pre-combination service, attributed to purchase consideration net of a 20% anticipated forfeiture rate, and post-combination service, to be recognized as stock-based compensation expense over the remaining vesting term.

The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs:


	May 5, 2021
Value of Common Stock	$	106.34
Expected Term	7.0
Volatility	56.6		%
Risk-free interest rate	1.1		%
Exercise Price	$6.54 - 9.81
Dividend Rate	—		%

Common Stock Options from Dosh Acquisition

In connection with the acquisition of Dosh, each unvested option to purchase shares of Dosh common stock outstanding as of the acquisition date was converted to unvested options to purchase shares of our common stock. These awards were granted under the Dosh Holdings, Inc. 2017 Stock Incentive Plan ("Dosh Plan") and were separately registered with the Securities and Exchange Commission on Form S-8 on April 9, 2021. The maximum aggregate number of shares of our common stock that may be issued upon exercise of these awards is 104,098 shares, and we do not expect to grant any additional awards under the Dosh Plan. The converted awards retain the same terms and conditions as the awards granted by Dosh prior to the acquisition. The awards have remaining vesting periods ranging from less than one year to four years.

The following table summarizes changes in common stock options from the Dosh acquisition:


	Shares (in thousands)	Weighted-Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)(1)
Options outstanding — December 31, 2020	—	$	—
Assumed	104	3.06
Exercised	(30)	3.06			$	2,492
Forfeited	(44)	3.06

Options outstanding — December 31, 2021	30	3.06		9.15	$	1,847

Exercised	(5)	3.06			$	230
Forfeited	(7)	3.06

Options outstanding — December 31, 2022	18	3.06		8.18	$	46
Exercisable — December 31, 2022	9	$	3.06	8.18	$	24

The total fair value of options vested during the twelve months ended December 31, 2022 was $0.9 million. As of December 31, 2022, unamortized stock-based compensation expense related to unvested common stock options was $0.8 million, and the weighted-average period over which such stock-based compensation expense will be recognized was 1.37 years.

The Black-Scholes options pricing model is affected by the estimated fair value of our common stock as well as the following significant inputs:


	March 5, 2021
Value of Common Stock	$	128.06
Expected Term	7.0
Volatility	54.6		%
Risk-free interest rate	1.1		%
Exercise Price	$	3.06
Dividend Rate	—		%

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, 2019	1,741	$	18.55
Granted	1,758	43.07
Vested	(779)	28.56
Forfeited/canceled	(286)	23.34
Unvested - December 31, 2020	2,434	$	32.49
Granted	975	106.24
Vested	(724)	32.51
Forfeited	(391)	51.54
Unvested - December 31, 2021	2,294	$	60.58
Granted	6,182	24.74
Vested	(984)	49.15
Forfeited	(1,536)	59.94
Unvested - December 31, 2022	5,956	$	25.43	2.93	$	116,941

Service-based Restricted Stock Units

During 2022, we granted 4,441,032 RSUs to employees, executives, and our non-employee directors, which have annual vesting periods ranging from immediately vesting to four years. We also granted 1,345,261 RSUs to our recently hired Chief Executive Officer, which have a four year vesting period. During 2021, we additionally granted 30,624 immediately vesting RSUs resulting from the modification of awards through separation agreements. The immediately vesting awards replaced previously granted RSUs which were cancelled as a result of the modification. As of December 31, 2022, there was approximately $116.9 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.9 years. The aggregate intrinsic value based on the $5.78 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2022 of unvested RSUs is $34.4 million as of December 31, 2022.

Subsequent to December 31, 2022, we granted 527,308 RSUs to employees, which have annual vesting periods ranging from two to four years. The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2022 is $3.1 million.

Performance-based Restricted Stock Units

During 2019, we granted 1,252,500 performance-based RSUs (“2019 PSUs”). The 2019 PSUs are composed of four equal tranches, each of which have an independent performance-based vesting condition. The vesting criteria for the four tranches are as follows:

•a minimum growth rate in adjusted contribution over a trailing 12-month period,

•a minimum number of advertisers that are billed above a specified amount over a trailing 12-month period,

•a minimum cumulative adjusted EBITDA target over a trailing 12-month period, and

•a minimum trailing 30-day average closing price of our common stock.

The vesting conditions of each of the four tranches must be achieved within four years of the grant date. Upon a vesting event, 50% of the related tranche vests immediately, 25% of the related tranche vests six months after the achievement date and 25% of the related tranche vests 12 months after the achievement date. Adjusted EBITDA and adjusted contribution are performance metrics defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." In August and November 2019, the compensation committee of our board of directors certified that the target minimum trailing 30-day average closing price of our common stock and target minimum cumulative adjusted EBITDA over a trailing 12-month period, respectively, were achieved resulting in the immediate vesting of 50% of the related PSU tranches. In February 2020, 25% of the 30-day average closing price of our common stock PSU tranche vested upon the six-month anniversary of the tranche's achievement date and the remaining 25% of the tranche vested in August 2020 upon the twelve-month anniversary of the tranche's achievement date. In May 2020, 25% of the adjusted EBITDA tranche vested upon the six-month anniversary of the tranche's achievement date, and the remaining 25% of the tranche vested in November 2020 upon the twelve-month anniversary of the tranche's achievement date. In October 2021, the compensation committee of our board of directors certified that the target

number of advertisers that were billed over a specified amount during a trailing 12-month period had been achieved resulting in

the immediate vesting of 50% of the related PSU tranche. In December 2021, the compensation committee of our board of directors certified that the target growth rate for adjusted contribution during a trailing 12-month period had been achieved resulting in the immediate vesting of 50% of the related PSU tranche.

In April 2020, we granted 476,608 performance-based restricted stock units ("2020 PSUs"), of which 443,276 units have a performance-based vesting condition based on a minimum average revenue per user ("ARPU") target over a trailing 12-month period and 33,332 units have the same performance-based vesting conditions as those that unmet at the time under the 2019 PSUs described above. ARPU is a performance metric defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The ARPU vesting condition must be achieved within four years of the grant date. Upon the vesting event, 50% of the award vests immediately, 25% of the award vests six months after achievement date and 25% of the award vests 12 months after the achievement date. 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.

In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 55,118 units that have a performance-based vesting condition based on a minimum revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 55,118 units with a performance-based vesting condition based on a different minimum revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vest six months after the achievement date, subject to continued service. Each performance-based vesting condition within the two tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our board of directors.

Additionally, in April 2021, we granted 10,000 performance-based restricted stock units which have the same unmet vesting condition as the 2020 PSUs based on a minimum ARPU target over a trailing 12-month period as described above.

In July 2021, we granted 34,344 performance-based restricted stock units ("Bridg PSUs") which have performance-based vesting conditions based on the achievement of a minimum ARR target by the first anniversary of the Bridg acquisition. Vesting is tied to the percentage of the ARR target achieved during the specified period with 50% of the units vesting between 80% - 99.999% achievement and 100% of the units vesting upon 100% achievement. If these percentages are not met, no Bridg PSUs will vest.

In September 2021, we granted 6,666 PSUs which have the same unmet vesting conditions of the 2020 PSUs, 6,667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 6,667 PSUs which have the same unmet different revenue target vesting condition of the 2021 PSUs as described above.

In March 2022 and August 2022, we granted 269,202 and 25,248 performance-based restricted stock units ("2022 PSUs"), respectively, consisting of three tranches. The first two tranches each represent 25% of the grant, and each vest upon the achievement of certain milestones related to the installation of our Ad Server at our FI Partners. 50% of the third tranche vests upon the achievement of a certain number of advertisers purchasing both the Cardlytics and Bridg platforms at a target incremental billings amount over 2021, and the remaining 50% of the tranche vests six months after this target is achieved. In December 2022, the compensation committee of our board of directors certified that the first tranche's milestone related to the installation of our Ad Server at our FI partners had been achieved, which resulted in the immediate vesting of the first tranche representing 25% of the grant.

In July 2022, we granted 100,990 PSUs which vest on the achievement of specific revenue-based performance metrics ("2022 Bridg PSUs"). With the exception of the 2020 PSUs, 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 2020, 2021 and 2022, a total of 59,173, 41,473 and 167,622 shares of common stock were purchased by employees under the 2018 ESPP, respectively.

As of December 31, 2022, 878,969 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2026, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 500,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 334,771 shares on January 1, 2023. 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.

LEASES - Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 5,087
2024	2,409
2025	1,196
2026	599
Total lease payments	9,688
Imputed interest	472
Total lease liabilities	9,216
2026	$ 397

Business Combinations and Asset Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

On March 5, 2021, we completed our acquisition of Dosh for purchase consideration of $277.6 million, as presented below (in thousands):


	March 5, 2021
Cash paid to common and preferred stockholders, warrant holders and vested option holders	$	136,626
Cash paid to extinguish acquiree debt	16,574
Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs	3,463
Fair value of common stock transferred	117,354
Fair value of assumed options attributable to pre-combination service	3,593
Total purchase consideration	$	277,610

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the purchase consideration allocation recorded on our consolidated balance sheet as of the acquisition date (in thousands):


	March 5, 2021
Cash and cash equivalents	$	7,323
Accounts receivable and other assets	6,146
Intangible assets	80,000
Goodwill	205,690
Accounts payable and other liabilities	(4,146)
Consumer Incentive liability	(15,101)
Deferred tax liabilities	(2,302)
Total purchase consideration	$	277,610

Schedule of Finite-Lived Intangible Assets

Acquired intangible assets subject to amortization as of December 31, 2021 were as follows:


	Cost		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)
Trade name	$	2,700	$	(753)	$	1,947	2.1
Developed technology	91,000		(11,026)		79,974		5.3
Merchant relationships	32,000		(4,900)		27,100		4.2
Partner relationships	2,000		(235)		1,765		6.2
Card-linked subscriber user base	17,000		(2,798)		14,202		4.2
Total other intangible assets	$	144,700	$	(19,712)	$	124,988

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments


	Year Ended December 31,
	2021		2022
Revenue	$	276,563	$	298,563
Net loss	(134,925)		(465,536)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (465,264)	$ (128,565)	$ (55,422)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]
Foreign currency translation adjustments	5,112	678	(1,504)
Total comprehensive loss	$ (460,152)	$ (127,887)	$ (56,926)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

REVENUE (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table summarizes revenue by pricing model (in thousands):


	Year Ended December 31,
	2020		2021		2022
Cost per Served Sale	$	131,045	$	175,434	$	180,701
Cost per Redemption	53,838		81,911		87,992
Other	2,009		1,409		8,492
Cardlytics platform revenue	$	186,892	$	258,754	$	277,185

LEASES - Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating Lease, Expense	$ 6,598	$ 5,632
Variable Lease, Cost	1,294	936
Short-term Lease, Cost	459	119
Lease, Cost	$ 8,351	$ 6,687

COMMITMENTS AND CONTINGENCIES - Deferred FI Implementation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Financial Institution Costs [Roll Forward]
Beginning balance	$ 0	$ 3,785	$ 8,383
Recoveries through Partner Share	0	0	0
Amortization	0	(2,826)	(3,915)
Impairment of Ongoing Project	0	(959)	(683)
Ending balance	$ 0	$ 0	$ 3,785

SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Foreign Currency Transaction Gain (Loss), Realized, after Tax	$ 6,400	$ 1,300	$ (1,600)

SIGNIFICANT ACCOUNTING POLICIES - Debt Issuance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Amortization of financing costs charged to interest expense	$ 1,595	$ 968	$ 312
Debt issuance costs, net	3,956	4,504
2020	1,461
Debt Issuance Costs Amortization, Year Three	1,461
Debt Issuance Costs Amortization, Year Four	1,034
Debt Issuance Costs Amortization, Year Five	0
Total	3,956
Accretion of debt discount and non-cash interest expense	1,461	874
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt issuance costs, gross	7,300
Lines of credit
Debt Instrument [Line Items]
Debt issuance costs, gross	791	598
Less accumulated amortization	(593)	(459)
Debt issuance costs, net	198	139
Term loans
Debt Instrument [Line Items]
Debt issuance costs, gross	7,275	5,596
Less accumulated amortization	(3,319)	(1,092)
Debt issuance costs, net	$ 3,956	$ 4,504

SIGNIFICANT ACCOUNTING POLICIES - Advertising costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Advertising expense	$ 4.7	$ 3.7	$ 1.0

SEGMENTS

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENTS

As of December 31, 2022, we have three operating segments: the Cardlytics platform in the U.S. and U.K. and the Bridg platform, as determined by the information that our Chief Executive Officer, who we consider our chief operating decision-maker ("CODM"), uses to make strategic goals and operating decisions. Our Cardlytics platform operating segments in the U.S. and U.K. represent our proprietary advertising channels and are aggregated into one reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution. Subsequent to the acquisition of Bridg, our CODM began reviewing Bridg's revenue and operating expenses. Therefore, we consider the Bridg platform to be a separate operating segment. Our CODM allocates resources to, and evaluates the performance of, our operating segments based on revenue and adjusted contribution. Our CODM does not review assets by operating segment for the purposes of evaluating performance or allocating resources.

Revenue can be directly attributable to each segment. With the exception of deferred implementation costs, Partner Share and other third-party costs is also directly attributable to each segment. The accounting policies of each of our reportable segments are the same as those described in the summary of significant accounting policies.

The following table provides information regarding our reportable segments (in thousands):


	Year Ended December 31,
	2020		2021		2022
Cardlytics platform
Adjusted contribution	$	82,182	$	121,675	$	122,981
Plus: Adjusted Partner Share and other third-party costs(1)	104,710		137,079		154,204
Revenue	$	186,892	$	258,754	$	277,185
Bridg platform
Adjusted contribution	$	—	$	7,953	$	20,054
Plus: Adjusted Partner Share and other third-party costs(1)	—		409		1,303
Revenue	$	—	$	8,362	$	21,357
Total
Adjusted contribution	$	82,182	$	129,628	$	143,035
Plus: Adjusted Partner Share and other third-party costs(1)	104,710		137,488		155,507
Revenue	$	186,892	$	267,116	$	298,542

(1)Adjusted Partner Share and other third-party costs presented above represents GAAP Partner Share and other third-party data costs less deferred implementation costs, which is detailed below in our reconciliation of GAAP loss before income taxes to adjusted contribution.

Adjusted Contribution

Adjusted contribution measures the degree by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns.

The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to adjusted contribution (in thousands):


	Year Ended December 31,
	2020		2021		2022
Adjusted contribution	$	82,182	$	129,628	$	143,035
Minus:


Deferred implementation costs(1)	4,598		3,785		—
Delivery costs	14,310		22,503		30,403
Sales and marketing expense	45,307		65,996		74,745
Research and development expense	17,532		38,104		54,435
General and administration expense	46,532		66,222		81,446
Change in fair value of contingent consideration	—		1,374		(128,174)
Impairment of goodwill and intangible assets	—		—		453,288
Acquisition and integration costs (benefits)	—		24,372		(2,874)
Depreciation and amortization expense	7,826		29,871		37,544

Total non-operating (income) expense	1,499		13,830		8,932
Loss before income taxes	$	(55,422)	$	(136,429)	$	(466,710)

(1)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs, which is shown above in our reconciliation of GAAP revenue to adjusted contribution.

The following tables provide geographical information (in thousands):


	Year Ended December 31,
	2020		2021		2022
Revenue:
United States	$	172,808	$	246,315	$	275,256
United Kingdom	14,084		20,801		23,286
Total	$	186,892	$	267,116	$	298,542


	December 31,
	2021		2022
Property and equipment:
United States	$	7,750	$	4,453
United Kingdom	3,423		1,463
India	100		—
Total	$	11,273	$	5,916

Capital expenditures within the United Kingdom and India were $2.8 million, $0.7 million and $0.5 million during 2019, 2021 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 fully FDIC–insured demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions. Our remaining cash and cash equivalents are held in treasury obligation funds and money market accounts with six financial institutions, which we believe are of high credit quality.

Marketers

Our revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During 2020, 2021 and 2022, our top five marketers accounted for 35%, 29% and 17% of our revenue, respectively, with one marketer accounting for over 10% during 2020 and 2021. No marketer represented over 10% during 2022. As of December 31, 2021 and 2022, our top five marketers accounted for 19% and 18% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

ACCOUNTING STANDARDS	12 Months Ended
ACCOUNTING STANDARDS	Dec. 31, 2022
Accounting Policies [Abstract]
ACCOUNTING STANDARDS	ACCOUNTING STANDARDS Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) to increase the transparency and comparability among organizations as it relates to lease assets and lease liabilities, by requiring lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months, with exceptions. Effective January 1, 2020, we early adopted this guidance using a modified retrospective approach, which was required for all leases that exist at or commence after the date of the initial application with an option to use certain practical expedients. We have elected to use these practical expedients, which allow us to treat all components of our leases as a single component, not to reassess lease classification or whether an arrangement is or contains a lease and not to reassess its initial accounting for direct lease costs. During the first quarter of 2020, we recorded right-of-use assets of $10.3 million, lease liabilities of $13.5 million and eliminated deferred rent liabilities of $3.2 million. These amounts represent right-of-use assets of $7.4 million, lease liabilities of $10.6 million and deferred rent liabilities of $3.2 million as of the adoption date of ASU 2016-02 and right-of-use assets and lease liabilities of $2.9 million, respectively, for office space entered into during the quarter. The adoption of this guidance did not have a significant impact on our consolidated statements of operations or cash flows. On January 1, 2020, we adopted ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements. On January 1, 2020, we adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which addresses the accounting for implementation, setup and other upfront costs incurred in a hosting arrangement. The adoption of this guidance did not have a material effect on our consolidated financial statements. On January 1, 2022 we adopted ASU 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. Upon adoption, we recorded a decrease in accumulated deficit of $11.3 million, an increase to long-term debt of $40.2 million and a decrease to additional paid in capital of $51.5 million. Refer to Note 9, “Debt and Financing Arrangements” for further information about the Notes.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Diluted net loss per share is the same as basic net loss per share for 2020, 2021 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,
	2020	2021	2022









Common stock options	513	454	380

Convertible Senior Notes	2,701	2,701	2,701


Restricted stock units	2,434	2,294	5,956


Common stock issuable pursuant to the ESPP	4	9	95

INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0	$ 0
State	0	0	0
Foreign (1)	0	0	0
Total current	0	0	0
Deferred:
Federal	38,508	31,106	23,062
State	6,317	4,942	3,744
Foreign	3,075	2,184	1,713
Change in uncertain tax positions	(587)	(596)	(117)
Change in valuation allowance	(45,867)	(29,772)	(28,402)
Total deferred	1,446	7,864	0
Income tax benefit	$ 1,446	$ 7,864	$ 0

SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance	$ 1,327	$ 587	$ 255
Credit loss expense	2,399	1,702	1,196
Write-offs, net of recoveries	(1,918)	(962)	(864)
Ending balance	1,808	1,327	587
Unbilled receivables	$ 1,600	$ 2,200	$ 500

SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Capitalized Computer Software, Gross	$ 32,895	$ 19,495
Less accumulated amortization	(12,970)	(6,364)
Capitalized software development costs, net	$ 19,925	$ 13,131

SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Adjusted contribution	$ 143,035	$ 129,628	$ 82,182
Deferred implementation costs	0	3,785	4,598
Delivery costs	30,403	22,503	14,310
Sales and marketing expense	74,745	65,996	45,307
Research and development expense	54,435	38,104	17,532
General and administration expense	81,446	66,222	46,532
Depreciation and amortization expense	37,544	29,871	7,826
Total non-operating (income) expense	8,932	13,830	1,499
Acquisition and integration costs (benefits)	(2,874)	24,372	0
Loss before income taxes	(466,710)	(136,429)	(55,422)
Income tax benefit	(1,446)	(7,864)	0
Change in fair value of contingent consideration	(128,174)	1,374	0
Impairment of goodwill and intangible assets	$ 453,288	$ 0	$ 0

SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 298,542	$ 267,116	$ 186,892
Property and equipment	5,916	11,273
United States
Segment Reporting Information [Line Items]
Revenues	275,256	246,315	172,808
Property and equipment	4,453	7,750
United Kingdom
Segment Reporting Information [Line Items]
Revenues	23,286	20,801	$ 14,084
Property and equipment	1,463	3,423
INDIA
Segment Reporting Information [Line Items]
Property and equipment	$ 0	$ 100

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information

The following table provides information regarding our reportable segments (in thousands):


	Year Ended December 31,
	2020		2021		2022
Cardlytics platform
Adjusted contribution	$	82,182	$	121,675	$	122,981
Plus: Adjusted Partner Share and other third-party costs(1)	104,710		137,079		154,204
Revenue	$	186,892	$	258,754	$	277,185
Bridg platform
Adjusted contribution	$	—	$	7,953	$	20,054
Plus: Adjusted Partner Share and other third-party costs(1)	—		409		1,303
Revenue	$	—	$	8,362	$	21,357
Total
Adjusted contribution	$	82,182	$	129,628	$	143,035
Plus: Adjusted Partner Share and other third-party costs(1)	104,710		137,488		155,507
Revenue	$	186,892	$	267,116	$	298,542

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,
	2020		2021		2022
Adjusted contribution	$	82,182	$	129,628	$	143,035
Minus:


Deferred implementation costs(1)	4,598		3,785		—
Delivery costs	14,310		22,503		30,403
Sales and marketing expense	45,307		65,996		74,745
Research and development expense	17,532		38,104		54,435
General and administration expense	46,532		66,222		81,446
Change in fair value of contingent consideration	—		1,374		(128,174)
Impairment of goodwill and intangible assets	—		—		453,288
Acquisition and integration costs (benefits)	—		24,372		(2,874)
Depreciation and amortization expense	7,826		29,871		37,544

Total non-operating (income) expense	1,499		13,830		8,932
Loss before income taxes	$	(55,422)	$	(136,429)	$	(466,710)

(1)Deferred implementation costs is excluded from adjusted Partner Share and other third-party costs, which is shown above in our reconciliation of GAAP revenue to adjusted contribution.

Schedule of revenue by geographic areas

The following tables provide geographical information (in thousands):


	Year Ended December 31,
	2020		2021		2022
Revenue:
United States	$	172,808	$	246,315	$	275,256
United Kingdom	14,084		20,801		23,286
Total	$	186,892	$	267,116	$	298,542


	December 31,
	2021		2022
Property and equipment:
United States	$	7,750	$	4,453
United Kingdom	3,423		1,463
India	100		—
Total	$	11,273	$	5,916

DEBT AND FINANCING ARRANGEMENTS - Future Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Long-term Debt, Fiscal Year Maturity [Abstract]
Less unamortized debt issuance costs	$ (3,956)	$ (4,504)
Total debt
Less unamortized debt issuance costs	$ (3,956)	$ (4,504)

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

LEASESWe have various non-cancellable operating and finance leases for our office spaces, data centers and operational assets with lease periods expiring between 2023 and 2027. During the year ended December 31, 2021, we recognized additional right-of-use assets and lease liabilities related to our operating leases of $5.1 million and $5.5 million, respectively. This includes $1.8 million of new lease agreements related to data center expansion, $0.6 million related to the renewal or modification of pre-existing data center lease agreements, $0.4 million of new lease agreements related to office space expansion and $0.9 million related to the renewal or modification of pre-existing office space lease agreements. Additionally, right-of-use assets and lease liabilities of $1.4 million and $1.8 million, respectively, were recorded related to the acquisitions of Dosh and Bridg and assumption of their existing lease agreements. Refer to Note 4—Business Combinations for further information. During the year ended December 31, 2022, we recognized additional right-of-use assets and lease liabilities of $2.5 million related to new lease agreements and lease modifications for office space.

During the year ended December 31, 2021, we incurred an impairment of $0.6 million to the right-of-use assets under operating leases, related to the discontinued use of office space lease obtained during the Dosh acquisition. The impairment is reflected in acquisition and integration costs in the Consolidated Statements of Operations and was attributable to the Cardlytics platform operating segment. Refer to Note 15—Segments for more information on our operating segments. During the year ended December 31, 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 planned closure of our office in India.

During the year ended December 31, 2021 and 2022, respectively, we made cash payments of $7.3 million and $8.2 million for operating leases which are included in cash flows received from (used in) operating activities in our consolidated statement of cash flows.

Lease assets and liabilities, net, are as follows (in thousands):


		December 31,
Lease Type	Consolidated Balance Sheets Location	2021		2022
Operating lease assets	Right-of-use assets under operating leases, net	$	10,196	$	6,571
Finance lease assets	Property and equipment, net	86		48
Total lease assets		10,282		6,619

Operating lease liabilities, current	Current operating lease liabilities	6,028		4,910
Operating lease liabilities, long-term	Long-term operating lease liabilities	6,801		4,306
Finance lease liabilities, current	Accrued expenses	36		38
Finance lease liabilities, long-term	Other long-term liabilities	50		3
Total lease liabilities		$	12,915	$	9,257

The following table summarizes activity related to our leases (in thousands):


	December 31,
	2021		2022
Operating lease expense	$	5,632	$	6,598
Variable lease expense	936		1,294
Short-term lease expense	119		459
Total net operating lease cost	$	6,687	$	8,351

The following table presents our weighted average borrowing rates and weighted average lease terms:


	December 31,
	2021		2022
Operating leases:
Weighted average borrowing rate	3.4	%	4.2	%
Weighted average remaining lease term (years)	2.36		2.26

The following table summarizes future maturities of lease liabilities as of December 31, 2022 (in thousands):


Fiscal Year	Operating Leases

2023	$	5,087
2024	2,409
2025	1,196
2026	599
Thereafter	397
Total lease payments	9,688
Imputed interest	472
Total lease liabilities	$	9,216

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	Restricted Stock	Dosh Holdings, Inc	Bridg Acquisition	Common Stock	Common Stock Restricted Stock	Additional Paid-In Capital	Additional Paid-In Capital Restricted Stock	Additional Paid-In Capital Dosh Holdings, Inc	Additional Paid-In Capital Bridg Acquisition	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019					26,547,000
Beginning balance at Dec. 31, 2019	$ 143,267				$ 8		$ 480,578				$ 1,312	$ (338,631)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	467,000				467,000
Exercise of common stock options	$ 10,176						$ 10,176
Exercise of common stock warrants (in shares)	0				9,000		0
Stock-based compensation	$ 32,872						$ 32,872
Issuance of common stock (in shares)						779,000
Stock Issued During Period, Value, Restricted Stock Award, Gross		$ 0
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	2,837						2,837
Issuance of common stock warrants					$ 59
Other comprehensive income (loss)	(1,504)										(1,504)
Net loss	(55,422)											(55,422)
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt	51,416						51,416
Adjustments to Additional Paid in Capital, Other	(26,450)						(26,450)
Ending balance (in shares) at Dec. 31, 2020					27,861,000
Ending balance at Dec. 31, 2020	$ 157,192				$ 8		551,429				(192)	(394,053)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	106,000		30,000	4,000	141,000
Exercise of common stock options	$ 2,155						2,155
Stock-based compensation	$ 50,224						50,224
Issuance of common stock (in shares)	3,850,000					724,000
Issuance of restricted stock						$ 0		$ 0
Stock Issued During Period, Value, Restricted Stock Award, Gross		0
Issuance of common stock	$ 484,049						$ 484,048
Stock Issued During Period, Shares, Acquisitions							916,000
Stock Issued During Period, Value, Acquisitions	117,349						$ 117,349
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition			$ 3,593	$ 841					$ 3,593	$ 841
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition	3,184
Other comprehensive income (loss)	678										678
Net loss	(128,565)											(128,565)
Ending balance (in shares) at Dec. 31, 2021					33,534,000
Ending balance at Dec. 31, 2021	$ 690,700				$ 9		1,212,823				486	(522,618)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	16,000		5,000	2,000	23,000
Exercise of common stock options	$ 418
Stock-based compensation	46,810						46,810
Issuance of common stock (in shares)						986,000
Issuance of restricted stock						$ 0
Stock Issued During Period, Value, Restricted Stock Award, Gross		$ 0
Proceeds from Stock Options Exercised							$ 418
Stock Issued During Period, Shares, Acquisitions							173,000
Stock Issued During Period, Value, Acquisitions	$ 11,937						$ 11,937
Issuance of ESPP (in shares)	878,969
Issuance of common stock warrants	$ 1,997				$ 167		1,997
Other comprehensive income (loss)	5,112										5,112
Net loss	(465,264)											(465,264)
Stock Issued During Period, Shares, Restricted Stock Award, Gross					42,000
Ending balance (in shares) at Dec. 31, 2022					33,477,000
Ending balance at Dec. 31, 2022	211,605				$ 9		1,182,568				$ 5,598	$ (976,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Repurchased and Retired During Period, Shares					(1,406,000)
Stock Repurchased and Retired During Period, Value	$ (40,000)						$ (40,000)

SIGNIFICANT ACCOUNTING POLICIES - Reduction in Force (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	$ 44,686	$ 50,264	$ 32,396
Supplemental Unemployment Benefits, Severance Benefits	8,100	1,200	1,300
Delivery costs
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	2,682	1,865	1,181
Supplemental Unemployment Benefits, Severance Benefits	2,100	100
Sales and marketing expense
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	11,935	13,780	9,857
Supplemental Unemployment Benefits, Severance Benefits	1,600	400	1,100
Research and development expense
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	13,262	10,328	4,713
Supplemental Unemployment Benefits, Severance Benefits	1,900	300	100
General and administration expense
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense	16,807	$ 24,291	16,645
Supplemental Unemployment Benefits, Severance Benefits	$ 2,500		$ 100

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 121,905	$ 233,467
Restricted cash	80	95
Accounts receivable and contract assets, net	115,609	111,085
Other receivables	4,470	6,097
Prepaid expenses and other assets	7,978	7,981
Total current assets	250,042	358,725
Long-term assets:
Property and equipment, net	5,916	11,273
Right-of-use assets under operating leases, net	6,571	10,196
Intangible assets, net	53,475	125,550
Goodwill	352,721	742,516
Capitalized software development costs, net	19,925	13,131
Deferred implementation costs, net	0	0
Other long-term assets, net	2,586	2,406
Total assets	691,236	1,263,797
Current liabilities:
Accounts payable	3,765	4,619
Accrued liabilities:
Accrued compensation	10,486	12,136
Accrued expenses	21,335	19,620
Partner Share liability	48,593	46,595
Consumer Incentive liability	53,983	52,602
Deferred revenue	1,751	3,280
Current operating lease liabilities	4,910	6,028
contingent consideration liability, current	(104,121)	(182,470)
Total current liabilities	248,944	327,350
Convertible Debt, Noncurrent	226,047	184,398
Long-term liabilities:
Contract with Customer, Liability, Noncurrent	334	173
Long-term operating lease liabilities	4,306	6,801
contingent consideration liability, long term	0	(49,825)
Other long-term liabilities	0	4,550
Liabilities	479,631	573,097
Stockholders’ equity:
Common stock, $0.0001 par value—100,000 shares authorized and 33,534 and 33,477 shares issued and outstanding as of December 31, 2021 and December 31, 2022, respectively	9	9
Additional paid-in capital	1,182,568	1,212,823
Accumulated other comprehensive income	5,598	486
Accumulated deficit	(976,570)	(522,618)
Total stockholders’ equity	211,605	690,700
Total liabilities and stockholders’ equity	$ 691,236	$ 1,263,797

Intangible Assets, Goodwill and Other (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Finite-lived Intangible Assets Amortization Expense

As of December 31, 2022, we expect amortization expense in future periods to be as follows (in thousands):


	Amount

2023	13,765
2024	13,732
2025	13,228
2026	9,670
2027	2,978
Thereafter	—
Total expected future amortization expense	$	53,373

Schedule of Finite-Lived Intangible Assets

Acquired intangible assets subject to amortization as of December 31, 2021 were as follows:


	Cost		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)
Trade name	$	2,700	$	(753)	$	1,947	2.1
Developed technology	91,000		(11,026)		79,974		5.3
Merchant relationships	32,000		(4,900)		27,100		4.2
Partner relationships	2,000		(235)		1,765		6.2
Card-linked subscriber user base	17,000		(2,798)		14,202		4.2
Total other intangible assets	$	144,700	$	(19,712)	$	124,988

Schedule of Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2022 are as follows (in thousands):


	Cardlytics Platform, U.S.		Bridg Platform		Consolidated
Balance as of December 31, 2020	$	—	$	—	$	—
Goodwill additions	205,690		536,826		742,516
Balance as of December 31, 2021	205,690		536,826		742,516
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

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.

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, which is comprised entirely of an acquired business, 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 carrying value as of the June 30, 2022 valuation date. The methods of determining fair value of the reporting units at June 30, 2022 included a combination of the discounted cash flow method under the income approach, and to a lesser extent the market approach.

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 both the Cardlytics platform in the U.S. and the Bridg platform reporting units below their respective carrying values resulted from a continued slowdown in the global economy and decreased consumer spend, and a sustained decline in our stock price. The method of determining fair values of the reporting units at October 1, 2022 was the discounted cash flow method under the income approach, and to a lesser extent the market approach. The most significant assumptions utilized in the determination of the estimated fair of the Bridg platform and the Cardlytics platform in the U.S. are the discount rate and forecasts of future revenues and cash flows.

We prepared cash flow projections based on management's estimates of revenue growth rates and earnings growth rates for each reporting unit, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 2
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Business Combinations and Asset Acquisitions (Details) - USD ($) $ in Thousands				3 Months Ended	12 Months Ended
	Jan. 07, 2022	May 05, 2021	Mar. 05, 2021	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Acquisition [Line Items]
Acquisition and integration costs (benefits)					$ (2,874)	$ 24,372	$ 0
Goodwill				$ 352,721	$ 352,721	742,516	$ 0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities		$ (7,007)	$ (2,302)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Revenue				298,563		276,563
Business Acquisition, Pro Forma Net Income (Loss)				(465,536)		$ (134,925)
Trade Names
Asset Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					1 year 4 months 24 days	2 years 1 month 6 days
Developed Technology Rights
Asset Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					3 years 7 months 6 days	5 years 3 months 18 days
Merchant Relationships
Asset Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					1 year 8 months 12 days	4 years 2 months 12 days
Partner Relationships
Asset Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					0 years	6 years 2 months 12 days
Card-Linked Subscriber User Base
Asset Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					0 years	4 years 2 months 12 days
Dosh Holdings, Inc
Asset Acquisition [Line Items]
Payments To Acquire Businesses, Stockholders, Warrant Holders, And Vested Option Holders			136,626
Payments To Acquire Businesses, Acquiree Debt			16,574
Payments To Acquire Businesses, Pre-Acquisition Liabilities And Deal-Related Costs			3,463
Business Combination, Consideration Transferred			277,610
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents			7,323
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables			6,146
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			80,000
Goodwill			205,690
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable			(4,146)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net			277,610
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other			(15,101)
Other Payments to Acquire Businesses			6,600
Dosh Holdings, Inc \| Trade Names
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired			$ 2,500
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			3 years
Dosh Holdings, Inc \| Developed Technology Rights
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired			$ 37,500
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			6 years
Dosh Holdings, Inc \| Merchant Relationships
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired			$ 21,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			5 years
Dosh Holdings, Inc \| Partner Relationships
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired			$ 2,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			7 years
Dosh Holdings, Inc \| Card-Linked Subscriber User Base
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired			$ 17,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			5 years
Dosh Holdings, Inc \| Common Stock
Asset Acquisition [Line Items]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 117,354
Dosh Holdings, Inc \| Equity Option
Asset Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			$ 3,593	$ 7,600	$ 7,600
Bridg Acquisition
Asset Acquisition [Line Items]
Payments To Acquire Businesses, Stockholders, Warrant Holders, And Vested Option Holders		337,166
Payments To Acquire Businesses, Acquiree Debt		1,949
Payments To Acquire Businesses, Pre-Acquisition Liabilities And Deal-Related Costs		8,012
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		230,921
Business Combination, Consideration Transferred		578,889
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents		1,630
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables		1,989
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		64,700
Goodwill		538,271
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable		(20,694)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net		578,889
Other Payments to Acquire Businesses		2,800
Bridg Acquisition \| Trade Names
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 200
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life		2 years
Bridg Acquisition \| Developed Technology Rights
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 53,500
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life		6 years
Bridg Acquisition \| Merchant Relationships
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 11,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life		5 years
Bridg Acquisition \| Equity Option
Asset Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		$ 841
Entertainment
Asset Acquisition [Line Items]
Payments To Acquire Businesses, Acquiree Debt	$ 2,053
Payments To Acquire Businesses, Pre-Acquisition Liabilities And Deal-Related Costs	624
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	24
Proceeds from Limited Partnership Investments	(61)
Business Combination, Consideration Transferred	13,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	376
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	1,259
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	9,800
Goodwill	5,002
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable	(1,860)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	14,577
Other Payments to Acquire Businesses	400
Entertainment \| Trade Names
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	$ 800
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	3 years
Entertainment \| Developed Technology Rights
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	$ 700
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	3 years
Entertainment \| Merchant Relationships
Asset Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	$ 8,300
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	4 years
Entertainment \| Common Stock
Asset Acquisition [Line Items]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 14,577
Other Payments to Acquire Businesses	11,937
Entertainment \| Equity Option
Asset Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 1,100

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh and Bridg, valuation of contingent consideration for Bridg, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates

Restructuring and Reduction of Force

During the first quarter of 2020, we began a strategic shift within our organization to increase productivity and optimize performance. This plan resulted in severance and medical benefits totaling $1.3 million during the year ended December 31, 2020. We recognize these costs when the extent of our actions is determined and the costs can be estimated. These charges are reflected on our consolidated statement of operations for the year ended December 31, 2020, as follows: $1.1 million in sales and marketing expense, $0.1 million in general and administrative expense and $0.1 million in research and development expense.

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 the year ended December 31, 2021 we recognized $1.2 million in severance and medical benefits related to our acquisitions. These charges are reflected on our consolidated statement of operations within acquisition and integration costs. Additionally, during the year ended December 31, 2021, we recognized $0.8 million of severance and medical benefits charges related to internal restructuring. These charges are reflected on our consolidated statement of operations as follows: $0.1 million in delivery costs, $0.4 million in sales and marketing expense, and $0.3 million in research and development expense. We recognize these costs when the extent of our actions is determined and the costs can be estimated.

During 2022, we initiated a strategic reduction of our forces in our U.S., U.K., and India operations, including the planned closure of our Indian office. We also began a strategic shift within our organization to migrate certain data and applications to a cloud computing environment. As part of these initiatives, we recognized severance and medical benefit costs of $8.1 million. These charges are reflected on our condensed consolidated statement 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 plan to close our Indian office by the end of 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 are $2.4 million.

Foreign Currency

The functional currency of our foreign wholly-owned subsidiaries is the local currency. We translate the financial statements of these subsidiaries into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and income and expense amounts are translated at average currency exchange rates in effect for the period. The effect of these translation adjustments is reported in a separate component of stockholders’ deficit titled accumulated other comprehensive income.

We are also subject to gains and losses from foreign currency denominated transactions and the remeasurement of foreign currency denominated balance sheet accounts, both of which are included in other (expense) income, net in the accompanying consolidated statements of operations. We recorded a foreign currency (gain) loss totaling $(1.6) million, $1.3 million and $6.4 million in 2020, 2021 and 2022, respectively.

Partner Share and Other Third-Party Costs

We generally pay our partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to our partners’ customers and certain third-party data costs ("Partner Share"). Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs, and deferred implementation costs incurred pursuant to our agreements with certain partners. To the extent that we use a specific partners' customer’s anonymized purchase data in the delivery of our solutions, we generally pay the applicable partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services. We expect that our Partner Share and other third-party costs will increase in absolute dollars as a result of our revenue growth.

Delivery Costs

Delivery costs consist primarily of personnel-related costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses and payroll taxes, as well as stock-based compensation expense. Delivery costs also include hosting facility costs, internally developed and purchased or licensed software costs, outsourcing costs and professional services costs.

Macroeconomic Considerations

Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including the COVID-19 pandemic, rising inflation, the U.S. Federal Reserve raising interest rates and the Russia-Ukraine war, 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.”

Revenue for the year ended December 31, 2020 was unfavorably affected by the COVID-19 pandemic and its impact on both consumer discretionary spending and marketers' ability to spend advertising budgets on our solutions. During the year ended December 31, 2021, we saw continued recovery of both consumer spending as well as the advertising budgets of our clients; however, many merchants continued to be impacted by labor shortages and disruptions in their supply chains. During the year ended December 31, 2022, we saw increasing pressure on consumer spending as well as the advertising budgets of our clients due to rising inflation. Due to continuing uncertainty regarding the severity and duration of the impacts of macroeconomic events on the global economy, we will continue to monitor this situation and the potential impacts to our business.

Business Combinations

We apply the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. We allocate the purchase consideration to the net tangible and identifiable intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. We recognize costs directly associated with business combinations, including diligence efforts, legal and advisory costs, broker fees and insurance premiums, as acquisition and integration costs on our consolidated statements of operations.

Acquired Intangible Assets and Goodwill

Acquired intangible assets consist of identifiable intangible assets resulting from our business acquisition. Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. If the fair value of the intangible asset exceeds its carrying amount, then the asset is not impaired. However, if the carrying amount exceeds the fair value of the asset, the amount of impairment would equal the excess carrying value. We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. During 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, specifically October 1, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. No impairment charges were recorded during 2020 and 2021. During 2022 we recorded impairment charges of $396.2 million. Refer to Note 5—Goodwill and Acquired Intangibles for additional information.

Revenue Recognition

We determine revenue recognition through the following steps:

•identification of a contract with a customer;

•identification of the performance obligation(s) in the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligation(s) in the contract and

•recognition of revenue when or as the performance obligation(s) are satisfied.

Cardlytics Platform

Our revenue generated from our Cardlytics platform consist of transaction-based fees made up of a significant volume of low-dollar transactions, sourced from multiple databases. The processing and recording of revenue are highly automated and are based on contractual terms with marketers, partners, and other parties. Because of the nature of our transaction-based fees, we use automated systems to process and record our revenue transactions.

We sell our solutions by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders. The agreements state the terms of the arrangement, the negotiated fee, payment terms and the fixed period of time of the campaign. We consider a contract to exist when a campaign, which typically lasts 45 days, is published to an FI partner under the terms of an insertion order.

With respect to our Cardlytics platform service, our performance obligation is to offer incentives to partners' customers to make purchases from the marketer within a specified period. This performance obligation is a series that represents a stand ready obligation to provide a targeted campaign for the marketer to partners' customers. The Cardlytics platform fees represent variable consideration that is resolved when partners' customers make qualifying purchases during the marketing campaign term.

Subsequent to a qualifying purchase, the associated fees are generally not subject to refund or adjustment unless the fees from the marketing campaign exceed a contractual maximum (marketer budget). We have not constrained our revenue because adjustments have historically been immaterial and given the short duration of our marketing campaigns, any adjustments are recognized during the period of the marketing campaign. We recognize revenue for the Cardlytics platform fees over time using the right to invoice practical expedient because the amount billed is equal to the value delivered to marketers through qualified purchases by FIs' 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.

Bridg Platform

Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of subscription-based services. Revenue is generated from the sale of subscriptions to our cloud-based customer data-platform and the related delivery of professional services such as implementation, onboarding and technical support. Our subscription contracts are generally 6 to 36 months in duration and are generally billed in advance on a monthly, quarterly or annual basis, with the option for renewal at the end of the contractual arrangement. We recognize revenue over the period in which such services are performed. Our model typically includes an up-front implementation fee with a proof-of-concept period that begins once implementation has completed. It is followed with a periodic commitment from the customer that commences upon completion of the implementation and/or proof-of-concept period through the remainder of the customer life. The periodic commitment includes, but is not limited to, a fixed periodic fee and/or a transactional fee based on system usage that exceeds committed minimums. If the up-front implementation fee is not distinct, revenue is deferred until the date the customer commences use of our services, at which point the up-front implementation fee is recognized ratably over the life of the customer arrangement.

For contracts that contain multiple performance obligations, which include combinations of subscriptions to our cloud-based services and related professional services, we account for individual services as a separate performance obligation if they are distinct. The service is distinct if the service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised services are accounted for as a combined performance obligation.

The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring products or services to the customer. We include any fixed charges within our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update its assumptions over the duration of the contract. As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of services is expected to be one year or less.

Many of our contracts with customers contain some component of variable consideration; however, the constraint will generally not result in a reduction in the estimated transaction price for most forms of variable consideration. We may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted.

The transaction price, including any discounts, is allocated between separate services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are determined based on the market adjusted approach utilizing prices at which we separately sell or historically sold each service. For items that are not sold separately, we estimate the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In instances where there are no observable selling prices for professional services, we may apply the residual approach to estimate the standalone selling price of the subscription based services. In certain situations we allocate the variable consideration to a series of distinct services within a contract. We allocate variable payments to one or more, but not all, of the distinct services or to a series of distinct services in a contract when (i) the variable payment relates specifically to our effort to transfer the distinct service and (ii) the variable payment is for an amount that depicts the amount of consideration to which we expect to be entitled in exchange for transferring the promised services to the customer.

Contract Balances

Timing may differ between the satisfaction of contractual performance obligations to our customers and corresponding invoicing and cash inflows. Contract assets primarily relate to amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transformed to a receivable (billed or unbilled) once the right to payment is unconditional. Contract liabilities, or deferred revenue, are recorded for amounts collected in advance of the satisfaction of contractual performance obligations. Contract balances are reported in a net contract asset or liability position on a customer-by-customer basis at the end of each reporting period.

Contract Costs

Contract costs are recognized based on the transfer of services to which the asset relates. The recognition period will consider expected customer lives and whether the asset relates to services transferred under a specific anticipated contract. As of December 31, 2022, there are no contract costs subject to capitalization.

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,
	2020		2021		2022
Beginning balance	$	255	$	587	$	1,327
Credit loss expense	1,196		1,702		2,399
Write-offs, net of recoveries	(864)		(962)		(1,918)
Ending balance	$	587	$	1,327	$	1,808

Unbilled receivables were $0.5 million, $2.2 million and $1.6 million as of December 31, 2020, 2021 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 administration expense and/or Research and development expense dependent upon the individual leased assets. Finance lease expense is recognized as amortization expense within Depreciation and amortization expense, and interest expense within Interest expense, net. For leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases with rent-free periods, we recognize expense on a straight-line basis over the expected lease term, based on the total minimum lease payments to be made or lease receipts expected to be received.

Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the assets may no longer be recoverable, such as closures of office spaces or data centers, and leased assets that are no longer being utilized in current operations, and other factors. When necessary, we calculate operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property or asset, if allowed by the lease. Lease impairment charges for properties or assets no longer used in operations are recorded as a component of Restructuring, acquisition and integration related expenses or General and administrative expenses in the Consolidated Statements of Operations, dependent upon the qualitative factors surrounding the impairment.

The calculation of lease impairment charges may require significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on our experience and knowledge of the market in which the property or asset is located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized as a reduction of the carrying value of the right-of-use asset and finance lease assets. Refer to Note 7—Leases for additional information.

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred, while betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts and any resulting gain or loss is recognized.

Depreciation of property and equipment is determined using the straight-line method over the estimated useful lives of the applicable assets, which are as follows:


Computer equipment:						2–3 years
Furniture and fixtures:						5 years
Leasehold improvements:						Lesser of estimated useful life or life of the lease

Other Intangible Assets

Intangible assets, excluding those acquired from our business combinations, are recorded at cost and consist of costs incurred for software patent applications. As of December 31, 2022, we had eight issued patents relating to our software. We received approval for three patents in 2013, one patent in 2018, three patents in 2021 and one patent in 2022 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents. If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately. Deferred patent costs related to patents for which we have not yet obtained approval totaled $0.4 million and $0.1 million as of December 31, 2021 and 2022, respectively. In connection with our annual goodwill and intangible asset impairment assessment in the fourth quarter of 2022, we recorded an impairment of $0.7 million related to our software patent applications, which is included in the impairment of goodwill and intangible assets line item in the consolidated statement of operations. Based on deferred patent costs as of December 31, 2022, the related amortization expense will be less than $0.1 million in each of the next five years. Intangible assets are as follows (in thousands):


	December 31,
	2021		2022
Deferred patent costs, gross	$	647	$	102
Less accumulated amortization	(85)		—
Deferred patent costs, net	$	562	$	102

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 2020, 2021 and 2022, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $4.3 million, $10.1 million and $12.8 million, respectively. During the first quarter of 2020, we redesigned certain elements of this project and wrote off development costs totaling $1.0 million recognized in depreciation and amortization expense on our consolidated statement of operations.

Capitalized software development costs are as follows (in thousands):


	December 31,
	2021		2022
Capitalized software development costs, gross	$	19,495	$	32,895
Less accumulated amortization	(6,364)		(12,970)
Capitalized software development costs, net	$	13,131	$	19,925

Debt Issuance Costs

Costs incurred to obtain loans, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the applicable loans’ life using the effective interest method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our consolidated balance sheets and amortized ratably over the term of the arrangement.

As described in Note 9—Debt and Financing Arrangements, on September 22, 2020, we issued the Notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in 2025, including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes. The net proceeds from this offering were $222.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. In accounting for the $7.3 million issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

Amortization of debt issuance costs included in interest expense, net totaled $0.3 million, $1.0 million and $1.6 million in 2020, 2021 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,
	2021		2022
Debt issuance costs, gross	$	598	$	791
Less accumulated amortization	(459)		(593)
Debt issuance costs, net	$	139	$	198

Deferred debt issuance costs related to our Notes included in debt are as follows (in thousands):


	December 31,
	2021		2022
Debt issuance costs, gross	$	5,596	$	7,275
Less accumulated amortization	(1,092)		(3,319)
Debt issuance costs, net	$	4,504	$	3,956

Future amortization of debt issuance costs is as follows (in thousands):


Years Ending December 31,	Amortization

2023	1,461
2024	1,461
2025	1,034
2026	—
Total	$	3,956

Advertising

We expense advertising costs as incurred. These costs are included in sales and marketing expense on our consolidated statements of operations. Advertising costs include direct marketing costs such as print advertisements, market research, direct mail, public relations and trade show expenses and totaled $1.0 million, $3.7 million and $4.7 million in 2020, 2021 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.

Contingent Consideration

The consideration for the Company’s acquisitions may include future payments that are contingent upon the occurrence of a particular event. The Company records a contingent consideration obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. Estimated payments are discounted using present value techniques to arrive at an estimated fair value at the balance sheet date. Changes in the fair value of the contingent consideration obligations are recognized within the Company’s Consolidated Statements of Operations and Comprehensive Loss. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and assumptions used in preparing these models which include estimates such as revenue volatility, annualized recurring revenue, revenue discount rate, weighted average cost of capital, and our common stock volatility. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. Refer to Note 12—Fair Value Measurements for information regarding the fair value of our financial instruments.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Valuation allowances are provided when we determine that it is more likely than not that all of, or a portion of, deferred tax assets will not be utilized in the future.

Significant judgment is required in determining any valuation allowance recorded against net deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Estimates of future taxable income are based on assumptions that are consistent with our plans. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual amounts differ from our estimates, the amount of our tax expense and liabilities could be materially impacted.

We have recorded a full valuation allowance related to our net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures, including software development, as defined under IRC Section 174, in the year incurred. Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S. and over fifteen years if incurred in a foreign jurisdiction. This new requirement caused us to utilize significant federal and state tax net operating loss carryforwards in the current year. The depreciation and amortization deferred income taxes line above was updated to include these capitalized research and development expenses for December 31, 2022.

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.

DEBT AND FINANCING ARRANGEMENTS - Net Carrying Amount of Liability Component (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Long-term Debt, Gross	$ 230,000	$ 230,000
Minus: Unamortized debt discount	0	(41,098)
Minus: Unamortized issuance costs	(3,956)	(4,504)
Long-term Debt	$ 226,044	$ 184,398

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Cover Page - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
Cover Page - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Well-known Seasoned Issuer	No
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38386
Entity Registrant Name	CARDLYTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-3039436
Entity Address, Address Line One	675 Ponce de Leon Ave. NE, Ste 6000
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30308
City Area Code	(888)
Local Phone Number	792-5802
Title of 12(b) Security	Common Stock
Trading Symbol	CDLX
Security Exchange Name	NASDAQ
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 713,100
Entity Common Stock, Shares Outstanding (in shares)		33,605,769
Common stock, par or stated value per share (in usd per share)	$ 0.0001
Entity Central Index Key	0001666071
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 28, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Monthly Average Closing Price, Common Stock, Threshold	$ 5.78
Total stock-based compensation expense		$ 44,686	$ 50,264	$ 32,396
Dosh Holdings, Inc
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Compensation not yet recognized		$ 800
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 4 months 13 days
Bridg Acquisition
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Monthly Average Closing Price, Common Stock, Threshold		$ 5.78
Compensation not yet recognized		$ 100
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 4 months 24 days
Delivery costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense		$ 2,682	1,865	1,181
Sales and marketing expense
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense		11,935	13,780	9,857
Research and development expense
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense		13,262	10,328	4,713
General and administration expense
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense		$ 16,807	$ 24,291	$ 16,645

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 298,542	$ 267,116	$ 186,892
Costs and expenses:
Partner Share and other third-party costs	155,507	141,273	109,308
Delivery costs	30,403	22,503	14,310
Sales and marketing expense	74,745	65,996	45,307
Research and development expense	54,435	38,104	17,532
General and administration expense	81,446	66,222	46,532
Acquisition and integration costs (benefits)	(2,874)	24,372	0
Change in fair value of contingent consideration	(128,174)	1,374	0
Impairment of goodwill and intangible assets	453,288	0	0
Depreciation and amortization expense	37,544	29,871	7,826
Total costs and expenses	756,320	389,715	240,815
Operating loss	(457,778)	(122,599)	(53,923)
Other Income and Expenses [Abstract]
Interest expense, net	(2,556)	(12,563)	(3,048)
Other Nonoperating Income (Expense)	(6,376)	(1,267)	1,549
Nonoperating Income (Expense), Total	(8,932)	(13,830)	(1,499)
Loss before income taxes	(466,710)	(136,429)	(55,422)
Income tax benefit	1,446	7,864	0
Net loss	(465,264)	(128,565)	(55,422)
Net loss attributable to common stockholders	$ (465,264)	$ (128,565)	$ (55,422)
Earnings Per Share, Basic	$ (13.92)	$ (3.99)	$ (2.04)
Weighted-average common shares outstanding, basic (in shares)	33,419	32,202	27,213

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total lease liabilities	$ 9,216
Right-of-use assets under operating leases, net	6,571	$ 10,196
Lease, Cost	$ 8,351	$ 6,687
Operating Lease, Weighted Average Discount Rate, Percent	4.20%	3.40%
Operating Lease, Weighted Average Remaining Lease Term	2 years 3 months 3 days	2 years 4 months 9 days
Operating Lease, Expense	$ 6,598	$ 5,632
Variable Lease, Cost	1,294	936
Short-term Lease, Cost	459	119
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	5,100
Increase In Operating Lease Liability	5,500
Operating Lease, Payments	7,300	$ 8,200
Dosh Holdings, Inc
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Impairment Loss	600
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	1,400
Increase In Operating Lease Liability	1,800
Data Center Expansion
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	1,800
Office Space Expansion
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	400
Pre-existing Office Space Modification
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 900

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

The following table summarizes activity related to our leases (in thousands):


	December 31,
	2021		2022
Operating lease expense	$	5,632	$	6,598
Variable lease expense	936		1,294
Short-term lease expense	119		459
Total net operating lease cost	$	6,687	$	8,351

The following table presents our weighted average borrowing rates and weighted average lease terms:


	December 31,
	2021		2022
Operating leases:
Weighted average borrowing rate	3.4	%	4.2	%
Weighted average remaining lease term (years)	2.36		2.26

Lessee, Operating Lease, Liability, Maturity

The following table summarizes future maturities of lease liabilities as of December 31, 2022 (in thousands):


Fiscal Year	Operating Leases

2023	$	5,087
2024	2,409
2025	1,196
2026	599
Thereafter	397
Total lease payments	9,688
Imputed interest	472
Total lease liabilities	$	9,216

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	May 05, 2021 $ / shares	Jan. 01, 2021 shares	Jan. 01, 2020 shares	Dec. 31, 2022 USD ($) user $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 01, 2023 USD ($)	Dec. 31, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Document Period End Date				Dec. 31, 2022
Number of additional shares authorized (in shares)		1,673,858
Expiration period				10 years
Issuance of ESPP (in shares)			334,771,000	878,969
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number				359,000	406,000	513,000		1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price \| $ / shares				$ 25.37	$ 25.17	$ 23.91		$ 22.99
Exercised (in shares)				(16,000)	(106,000)	(467,000)
Exercised (in usd per share) \| $ / shares				$ 23.77	$ 19.11	$ 21.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value \| $				$ 335	$ 9,710	$ 29,523
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value \| $				$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price \| $ / shares				$ 25.37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value \| $				$ 0
Forfeited (in shares)						(19,000)
Forfeited (in usd per share) \| $ / shares						$ 27.83
Canceled (in shares)				31,000	1,000	1,000
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Authorized, Annual Percentage Increase				5.00%
Bridg Acquisition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested in period, fair value \| $				$ 100
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number				3,000	18,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price \| $ / shares				$ 8.67	$ 8.45	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Assumed in Period				0	22,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Assumed in Period, Weighted Average Exercise Price \| $ / shares				$ 0	$ 8.46
Exercised (in shares)				(2,000)	(4,000)
Exercised (in usd per share) \| $ / shares				$ 8.61	$ 8.53
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value \| $				$ 318
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term				8 years 4 months 6 days	9 years 4 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value \| $				$ 0	$ 1,023
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number				3,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price \| $ / shares				$ 8.72
Value of stock (in usd per share) \| $ / shares	$ 106.34
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	56.60%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Dosh Holdings, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested in period, fair value \| $				$ 900
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number				9,000	30,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price \| $ / shares				$ 3.06	$ 3.06	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Assumed in Period					104,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Assumed in Period, Weighted Average Exercise Price \| $ / shares					$ 3.06
Exercised (in shares)				(5,000)	(30,000)
Exercised (in usd per share) \| $ / shares				$ 3.06	$ 3.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value \| $				$ 230	$ 2,492
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term				8 years 2 months 4 days	9 years 1 month 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value \| $				$ 46	$ 1,847
Value of stock (in usd per share) \| $ / shares				$ 128.06
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				7 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate				54.60%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				1.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%
Forfeited (in shares)				(7,000)	(44,000)
Forfeited (in usd per share) \| $ / shares				$ 3.06	$ 3.06
Canceled (in shares)				18,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price \| $ / shares				$ 3.06
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				6,182,000	975,000	1,758,000
Unvested PSU (in shares)				5,956,000	2,294,000	2,434,000		1,741,000
Forfeited, prior to FI MAU (in shares)				1,536,000	391,000	286,000
Vested (in shares)				984,000	724,000	779,000
Compensation not yet recognized, awards other than options \| $				$ 116,941
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value \| $				$ 34,400
Restricted stock units \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				4,441,032
Performance-based restricted share unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested PSU (in shares)				1,252,500
Performance-based restricted share unit \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award, performance conditions \| user				0.50
Performance-based restricted share unit \| Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award, performance conditions \| user				0.25
Common stock issuable pursuant to the ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period				167,622	41,473	59,173
Subsequent Event \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation not yet recognized, awards other than options \| $							$ 3,100

EARNINGS PER SHARE (Details) - shares shares in Thousands	12 Months Ended
EARNINGS PER SHARE (Details) - shares shares in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	380	454	513
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,956	2,294	2,434
Common stock issuable pursuant to the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	95	9	4
Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,701	2,701	2,701

INCOME TAXES - Domestic and Foreign Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (455,202)	$ (122,087)	$ (42,613)
Foreign	(11,508)	(14,342)	(12,809)
Loss before income taxes	$ (466,710)	$ (136,429)	$ (55,422)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carry-forwards	$ 155,949	$ 145,273
Allowance for credit losses	776	212
Depreciation and amortization	1,485	42,053
Stock-based compensation	7,020	7,889
Change in fair value of convertible promissory notes	6,599	7,898
IRC Section 163(j) interest expense limitation	0	77
Other tax credit carry-forward	5,683	4,249
Other temporary differences	1,936	322
Valuation allowance	(179,448)	(123,867)	$ (85,991)	$ (70,231)
Net long-term deferred tax asset	$ 0	$ 0

STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) user $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Mar. 01, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value \| $	$ 0
Document Period End Date	Dec. 31, 2022
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value \| $	$ 34,400
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 11 months 4 days
Shares
Unvested — Beginning balance (in shares)	2,294,000	2,434,000	1,741,000
Granted (in shares)	6,182,000	975,000	1,758,000
Vested (in shares)	(984,000)	(724,000)	(779,000)
Forfeited (in shares)	(1,536,000)	(391,000)	(286,000)
Unvested — Ending balance (in shares)	5,956,000	2,294,000	2,434,000
Weighted-Average Grant Date Fair Value
Unvested — Beginning balance (in usd per share) \| $ / shares	$ 60.58	$ 32.49	$ 18.55
Granted (in usd per share) \| $ / shares	24.74	106.24	43.07
Vested (in usd per share) \| $ / shares	49.15	32.51	28.56
Forfeited (in usd per share) \| $ / shares	59.94	51.54	23.34
Unvested — Ending balance (in usd per share) \| $ / shares	$ 25.43	$ 60.58	$ 32.49
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options \| $	$ 116,941
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not Yet Recognized, Amount, Net \| $	$ 116,900
Performance Shares [Member]
Shares
Unvested — Ending balance (in shares)	1,252,500
Subsequent Event \| Restricted stock units
Weighted-Average Grant Date Fair Value
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options \| $				$ 3,100
Share-based Compensation Award, Tranche Three [Member] \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user	0.25
Share-based Compensation Award, Tranche Two \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user	0.25
Share-based Compensation Award, Tranche One \| Restricted stock units
Shares
Granted (in shares)	4,441,032
Share-based Compensation Award, Tranche One \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Performance Conditions \| user	0.50

REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consumer incentives, expense	$ 143,900	$ 127,000	$ 76,500
Revenue from Contract with Customer, Excluding Assessed Tax	277,185	258,754	186,892
Contract with Customer, Asset, after Allowance for Credit Loss	28	78
Deferred revenue	1,751	3,280
Contract with Customer, Liability, Noncurrent	334	173
Revenue, Remaining Performance Obligation, Amount	20,200
Bridg Acquisition
Contract with Customer, Asset, after Allowance for Credit Loss, Current	28	52
Contract with Customer, Asset, after Allowance for Credit Loss, Noncurrent	0	26
Deferred revenue	1,750	1,627
Contract with Customer, Liability, Noncurrent	334	173
Contract with Customer, Liability	$ 2,084	1,800
Maximum
Contract With Customer, Subscription Term	36 months
Minimum
Contract With Customer, Subscription Term	6 months
Cost per Served Sales [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 180,701	175,434	131,045
Cost per Redemption [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	87,992	81,911	53,838
Cost Other [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	8,492	1,409	$ 2,009
Bridg Subscription Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	21,190	8,207
Bridg Other Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	167	155
Bridg Total Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	$ 21,357	$ 8,362

SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) patent	Dec. 31, 2021 USD ($) patent	Dec. 31, 2016 patent	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Number of patents \| patent	8	1	3
Other Intangible Assets, Net	$ 102	$ 562
Finite-lived intangible assets, not yet capitalized		100		$ 400
Finite-Lived Patents, Gross	102	647
Accumulated Amortization of Other Deferred Costs	$ 0	$ 85

DEBT AND FINANCING ARRANGEMENTS

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT AND FINANCING ARRANGEMENTS

Our debt consists of the following (in thousands):


	December 31,
	2021		2022


Convertible senior notes, net	$	184,398	$	226,047

Accrued interest is included within accrued expenses in our consolidated balance sheet. We had accrued interest on debt of $0.7 million and $0.7 million as of December 31, 2021 and 2022, respectively.

2020 Convertible Senior Notes

On September 22, 2020, we issued Notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in 2025, including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 22, 2020 (the “Indenture”), between us and U.S. Bank National Association, as trustee.

The Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, which began on March 15, 2021. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate for the Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. We currently intend to settle the principal amount of the Notes with cash.

The conversion rate for the Notes will initially be 11.7457 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $85.14 per share of common stock. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the Indenture), as the case may be.

We may not redeem the Notes prior to September 20, 2023. We may redeem for cash all or any portion of the Notes, at our option, on or after September 20, 2023 and prior to the 36th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If we elect to redeem less than all of the Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

If we undergo a Fundamental Change (as defined in the Indenture), then, except as set forth in the Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

•default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

•default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

•failure by us to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;

•failure by us to give a fundamental change notice, notice of a make-whole fundamental change or notice of a specified corporate event, in each case when due and such failure continues for one business day;

•failure by us to comply with its obligations in respect of any consolidation, merger or sale of assets;

•failure by us to comply with any of our other agreements in the Notes or the Indenture for 60 days after written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

•default by us or any of our significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent), in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

•certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.

If certain bankruptcy and insolvency-related events of default with respect to us occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to us, occurs and is continuing, the trustee by notice to us or the holders of at least 25% in principal amount of the outstanding Notes by notice to us and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent we so elect, the sole remedy for an event of default relating to certain failures by us to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default, as long as such event of default is continuing (in addition to any additional interest that may accrue as a result of a registration default (as set forth in the Indenture).

The Indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of our subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of our direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

The net proceeds from this offering were $222.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used $26.5 million of the net proceeds to pay the cost of the capped call transactions described below.

The Notes are accounted for in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component of the instrument was computed using a discount rate of 6.50%, which was determined by estimating the fair value of a similar liability without the conversion option using Level 3 inputs. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective term of the Notes using the effective interest rate method. The equity component is recorded in Additional Paid-in Capital and is not remeasured as long as it continues to meet the conditions for equity classification. On January 1, 2022 we adopted ASU 2020-06, Debt—Debt with Conversion Options which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. Upon adoption, we recorded a decrease in accumulated deficit of $11.3 million, an increase to long-term debt of $40.2 million and a decrease to additional paid in capital of $51.5 million. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

The net carrying amount of the liability component of the Notes is as follows (in thousands):


	December 31,
	2021		2022
Principal	$	230,000	$	230,000
Minus: Unamortized debt discount	(41,098)		—
Minus: Unamortized issuance costs	(4,504)		(3,956)
Net carrying amount of the liability component	$	184,398	$	226,044

The net carrying amount of the equity component of the Notes is as follows (in thousands):


	December 31,
	2021
Proceeds allocated to the conversion options (debt discount)	$	53,096
Minus: Issuance costs	(1,680)
Net carrying amount of the equity component	$	51,416

Interest expense recognized related to the Notes is as follows (in thousands):


	December 31,
	2021			2022
Contractual interest expense (due in cash)	$	2,300		$	2,300
Amortization of debt discount	9,513			—
Amortization of debt issuance costs	874			1,461
Total interest expense related to the Notes	$	12,687		$	3,761
Effective interest rate	5.52		%	1.64		%

Capped Call Transactions

In connection with the issuance of the Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial Note purchasers and certain other financial institutions. The Capped Calls are intended to reduce potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be. The Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The cost of $26.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.

The Capped Calls each have an initial strike price of $85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $128.51 per share, subject to certain adjustments.

2018 Loan Facility

On May 21, 2018, we entered into a Loan and Security Agreement with Pacific Western Bank (the “Lender”) consisting of a $30.0 million asset–based revolving line of credit ("2018 Line of Credit") and a $20.0 million term loan ("2018 Term Loan") (collectively, the “2018 Loan Facility”). We used the entire $20.0 million in proceeds from the 2018 Term Loan and an advance of $27.4 million under the 2018 Line of Credit to repay all outstanding obligations under our prior line of credit and term loan.

On September 17, 2020, we amended our 2018 Loan Facility to allow for the issuance of the Notes. On December 30, 2020, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit, from $40.0 million to $50.0 million. This amendment also extended the maturity date of the 2018 Loan Facility from May 14, 2021 to December 31, 2022. On April 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. As part of this amendment, the former cash covenant, as described below, was removed and was replaced with a requirement to maintain a minimum level of adjusted contribution and a minimum adjusted cash of $25.0 million, which is reduced by eligible accounts receivable in excess of the loan capacity. On November 29, 2022 we amended our 2018 Loan Facility to modify the eligible account receivable to exclude UK accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50% and adjusted the required minimum level of adjusted contribution. On February 16, 2023 we amended our 2018 Loan Facility to remove and replace the former adjusted contribution covenant with a requirement to maintain a minimum level of adjusted EBITDA. As of December 31, 2022, we had $60.0 million of unused borrowings available under our 2018 Line of Credit.

Prior to the December 2020 amendment, the 2018 Loan Facility contained moving trailing 12-month billing covenants, which ranged from $210.0 million to $255.0 million, during the term of the facility. The former terms of the 2018 Loan Facility also required us to maintain a total cash balance plus liquidity under the 2018 Line of Credit of not less than $5.0 million. Effective with the December 2020 amendment, the former billings and liquidity covenants were removed and were replaced with a requirement to maintain a cash to funded senior debt ratio under the 2018 Line of Credit of 1.25:1.00.

Under the 2018 Loan Facility relating to the 2018 Line of Credit, we are able to borrow up to the lesser of $60.0 million or 50% of the amount of our eligible accounts receivable. Interest on advances under the 2018 Line of Credit bears an interest rate equal to the prime rate of 7.50% as of December 31, 2022. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the $60.0 million revolving commitment. Interest accrued on the 2018 Term Loan at an annual rate of interest equal to the prime rate minus 2.75%, or 2.00% at the date of repayment in September 2019.

The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions and dispositions of assets, incurrence of indebtedness and encumbrances on our assets and the payment or declaration of dividends; in each case subject to specified exceptions.

The 2018 Loan Facility also includes standard events of default, including in the event of a material adverse change. Upon the occurrence of an event of default, the lender may declare all outstanding obligations immediately due and payable and take such other actions as are set forth in the 2018 Loan Facility and increase the interest rate otherwise applicable to advances under the 2018 Line of Credit by an additional 3.00%. All of our obligations under the 2018 Loan Facility are secured by a first priority lien on substantially all of our assets. The 2018 Loan Facility does not include any prepayment penalties.

We believe we were in compliance with all financial covenants as of December 31, 2022.

Future Payments

Aggregate future payments of principal due upon maturity are as follows (in thousands):


Years Ending December 31,	Convertible Senior Notes
2023	$	—
2024	—
2025	230,000
2026	—




Total debt	$	230,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

INCOME TAXES - Effective Income Tax Rate (Details)	12 Months Ended
INCOME TAXES - Effective Income Tax Rate (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax benefit at federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	0.08%	2.08%	0.00%
Change in federal and state statutory rate	0.15%	(0.14%)	0.35%
Foreign rate differential	0.01%	(0.19%)	(0.62%)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent	(17.82%)	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Tax Contingency, Percent	5.71%	0.00%	0.00%
Other adjustments	1.03%	4.68%	7.36%
Valuation allowance	(9.87%)	(21.75%)	(28.57%)
Income tax benefit	0.29%	5.68%	(0.48%)

SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Adjusted Contribution	$ 143,035	$ 129,628	$ 82,182
Plus: FI Share and other third-party costs	155,507	137,488	104,710
Revenues	298,542	267,116	186,892
Cardlytics Direct
Segment Reporting Information [Line Items]
Adjusted Contribution	122,981	121,675	82,182
Plus: FI Share and other third-party costs	154,204	137,079	104,710
Revenues	277,185	258,754	186,892
Bridg Acquisition
Segment Reporting Information [Line Items]
Adjusted Contribution	20,054	7,953	0
Plus: FI Share and other third-party costs	1,303	409	0
Revenues	$ 21,357	$ 8,362	$ 0

- Definition

+ References

+ Details

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of antidilutive securities

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,
	2020	2021	2022









Common stock options	513	454	380

Convertible Senior Notes	2,701	2,701	2,701


Restricted stock units	2,434	2,294	5,956


Common stock issuable pursuant to the ESPP	4	9	95

SIGNIFICANT ACCOUNTING POLICIES (Details) - Restricting and Reduction in Force - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Supplemental Unemployment Benefits, Severance Benefits	$ 8,100	$ 1,200	$ 1,300

DEBT AND FINANCING ARRANGEMENTS - Interest Expense Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Interest Expense, Debt, Excluding Amortization	$ 2,300	$ 2,300
Amortization of Debt Discount (Premium)	0	9,513	$ 2,486
Accretion of debt discount and non-cash interest expense	1,461	874
Interest Expense, Debt	$ 3,761	$ 12,687
Debt instrument, interest rate	1.64%	5.52%

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (465,264)	$ (128,565)	$ (55,422)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Credit loss expense	(2,399)	(1,702)	(1,196)
Depreciation and amortization	37,544	29,871	7,826
Amortization of financing costs charged to interest expense	1,595	968	312
Amortization of right-of-use asset	6,196	5,783	3,766
Impairment of goodwill and intangible assets	453,288	0	0
Accretion of debt discount and non-cash interest expense	0	9,513	2,486
Stock-based compensation expense	44,686	50,264	32,396
Change in fair value of contingent consideration	(128,174)	1,374	0
Other non-cash (income) expense, net	6,589	1,343	(1,003)
Deferred implementation costs	0	3,785	4,598
Income tax benefit	(1,446)	(7,864)	0
Increase (Decrease) in Operating Capital [Abstract]
Accounts receivable and contracts assets, net	(4,546)	(27,936)	(2,396)
Prepaid expenses and other assets	535	(1,466)	(65)
Recovery of deferred implementation costs	0	0	0
Accounts payable	(893)	1,260	16
Other accrued expenses	(9,516)	(905)	(1,238)
Partner Share liability	1,721	9,139	(4,499)
Customer Incentive liability	1,382	13,211	4,429
Net cash used in operating activities	(53,904)	(38,523)	(7,598)
Investing activities
Acquisition of property and equipment	(1,171)	(3,108)	(5,408)
Acquisition of patents	(175)	(133)	(76)
Capitalized software development costs	(12,140)	(9,323)	(4,633)
Business acquisitions, net of cash acquired	(2,274)	(494,131)	0
Net cash used in investing activities	(15,760)	(506,695)	(10,117)
Financing activities
Principal payments of debt	(35)	0	(23)
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $6,900	0	0	223,100
Purchase of capped calls related to convertible senior notes	0	0	(26,450)
Proceeds from issuance of common stock	379	486,388	10,185
Repurchase of common stock	(40,000)	0	0
Equity issuance costs	(157)	(190)	0
Debt issuance costs	(174)	(200)	(382)
Net cash received from (used in) financing activities	(39,987)	485,998	206,430
Effect of exchange rates on cash, cash equivalents and restricted cash	(1,926)	(567)	47
Net increase (decrease) in cash, cash equivalents and restricted cash	(111,577)	(59,787)	188,762
Cash, cash equivalents, and restricted cash — Beginning of period	233,562	293,349	104,587
Cash, cash equivalents, and restricted cash — End of period	121,985	233,562	293,349
Cash and cash equivalents	121,905	233,467	293,239
Restricted cash	80	95	110
Total cash, cash equivalents and restricted cash — End of period	121,985	233,562	293,349
Supplemental schedule of non-cash investing and financing activities:
Cash paid for interest	2,381	2,328	63
Amounts accrued for property and equipment	67	267	242
Amounts accrued for capitalized software development costs	$ 155	$ 253	$ 68

SEGMENTS - Narrative (Details) $ in Thousands	12 Months Ended
SEGMENTS - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	3
Capital expenditures	$ 1,171	$ 3,108	$ 5,408
United Kingdom
Segment Reporting Information [Line Items]
Capital expenditures	$ 500	$ 700	$ 2,800

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Deferred FI implementation costs

The following table presents changes in deferred implementation costs (in thousands):


	December 31,
	2020		2021		2022
Beginning balance	$	8,383	$	3,785	$	—

Recoveries through Partner Share	—		—		—
Amortization	(3,915)		(2,826)		—
Impairment	(683)		(959)		—
Ending balance	$	3,785	$	—	$	—

DEBT AND FINANCING ARRANGEMENTS - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Debt, Noncurrent	$ 226,047	$ 184,398
Debt issuance costs, net	$ 3,956	$ 4,504

NATURE OF OPERATIONS (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jan. 07, 2022	May 05, 2021	Mar. 05, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Par value (in usd per share)				$ 0.0001
Debt instrument, face amount				$ 230,000
Debt Instrument, Interest Rate, Stated Percentage				1.00%
Financial Support for Nonconsolidated Legal Entity [Line Items]
Issuance costs				$ 157	$ 190	$ 0
Issuance costs				157	190	0
Public Offering of Common Stock [Line Items]
Payments for Commissions			$ 16,300
Stock Issued During Period, Value, Stock Options Exercised				418	$ 2,155	$ 10,176
Bridg Acquisition
Public Offering of Common Stock [Line Items]
Other Payments to Acquire Businesses		$ 2,800
Payments to Acquire Businesses, Gross		350,000
Payments to Acquire Businesses, Gross		350,000
Business Combination, Consideration Transferred		578,889
Other Payments to Acquire Businesses		2,800
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		230,921
Bridg Acquisition \| Equity Option
Public Offering of Common Stock [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		841
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		841
Dosh Holdings, Inc
Public Offering of Common Stock [Line Items]
Other Payments to Acquire Businesses			6,600
Payments to Acquire Businesses, Gross			150,000
Payments to Acquire Businesses, Gross			150,000
Business Combination, Consideration Transferred			277,610
Other Payments to Acquire Businesses			6,600
Dosh Holdings, Inc \| Equity Option
Debt Instrument [Line Items]
Proceeds from IPO, net			500,500
Public Offering of Common Stock [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			3,593	7,600
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			3,593	$ 7,600
Dosh Holdings, Inc \| Common Stock
Public Offering of Common Stock [Line Items]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Preliminary Estimate			125,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Preliminary Estimate			125,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 117,354
Entertainment
Public Offering of Common Stock [Line Items]
Other Payments to Acquire Businesses	$ 400
Payments to Acquire Businesses, Gross	2,300
Payments to Acquire Businesses, Gross	2,300
Business Combination, Consideration Transferred	13,000
Other Payments to Acquire Businesses	400
Entertainment \| Equity Option
Public Offering of Common Stock [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	1,100
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	1,100
Entertainment \| Common Stock
Public Offering of Common Stock [Line Items]
Other Payments to Acquire Businesses	11,937
Other Payments to Acquire Businesses	11,937
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 14,577
Public Equity Offering
Debt Instrument [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			3,850,000
Financial Support for Nonconsolidated Legal Entity [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			3,850,000
Sale of Stock, Consideration Received on Transaction			$ 484,000
Issuance costs			200
Sale of Stock, Consideration Received on Transaction			484,000
Issuance costs			$ 200
Payment Tranche One \| Bridg Acquisition
Public Offering of Common Stock [Line Items]
Business Combination, Contingent Consideration, Calculation Base		12,500
Business Combination, Contingent Consideration, Calculation Base		$ 12,500

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Decrease to FI share liability	$ (1,721)	$ (9,139)	$ 4,499
Financial Institution Share Commitment
Loss Contingencies [Line Items]
FI share commitment	$ 10,000

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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

Restructuring and Reduction of Force

Foreign Currency

FI Share and Other Third-Party Costs

Share and Other Third-Party Costs

Delivery Costs

Macroeconomic Considerations

Business Combinations

Acquired Intangible Assets and Goodwill

Revenue Recognition

We determine revenue recognition through the following steps:

•identification of a contract with a customer;

•identification of the performance obligation(s) in the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligation(s) in the contract and

•recognition of revenue when or as the performance obligation(s) are satisfied.

Cardlytics Platform

Consumer Incentives

Partner Share and Other Third-Party Costs

Contract Costs

Bridg Platform

Contract Balances

Contract Costs

Accounts Receivable

The following table presents changes in the allowance for credit losses (in thousands):


	Year Ended December 31,
	2020		2021		2022
Beginning balance	$	255	$	587	$	1,327
Credit loss expense	1,196		1,702		2,399
Write-offs, net of recoveries	(864)		(962)		(1,918)
Ending balance	$	587	$	1,327	$	1,808

Property and Equipment

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

Intangible assets

Intangible AssetsIntangible assets, excluding those acquired from our business combinations, are recorded at cost and consist of costs incurred for software patent applications. As of December 31, 2022, we had eight issued patents relating to our software. We received approval for three patents in 2013, one patent in 2018, three patents in 2021 and one patent in 2022 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents. If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately. Deferred patent costs related to patents for which we have not yet obtained approval totaled $0.4 million and $0.1 million as of December 31, 2021 and 2022, respectively. In connection with our annual goodwill and intangible asset impairment assessment in the fourth quarter of 2022, we recorded an impairment of $0.7 million related to our software patent applications, which is included in the impairment of goodwill and intangible assets line item in the consolidated statement of operations. Based on deferred patent costs as of December 31, 2022, the related amortization expense will be less than $0.1 million in each of the next five years. Intangible assets are as follows (in thousands):

Internal Use Software

Internal-Use Software Development Costs

Debt Issuance Costs

Amortization of debt issuance costs included in interest expense, net totaled $0.3 million, $1.0 million and $1.6 million in 2020, 2021 and 2022, respectively.

Advertising

Stock-Based Compensation

Fair Value of Financial Instruments

•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 3 inputs are unobservable inputs for the asset or liability.

Contingent Consideration

Income Taxes

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.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	34

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,128	$ 302	$ 185
Increase related to current year tax position	478	826	117
Ending balance	$ 1,606	$ 1,128	$ 302

NATURE OF OPERATIONS (Details) - USD ($) $ in Thousands			2 Months Ended	12 Months Ended
NATURE OF OPERATIONS (Details) - USD ($) $ in Thousands	May 05, 2021	Mar. 05, 2021	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Nature of Operations [Line Items]
Payments for Commissions		$ 16,300
Issuance costs				$ 157	$ 190	$ 0
Debt instrument, face amount				$ 230,000
Debt Instrument, Interest Rate, Stated Percentage				1.00%
Stock Repurchase Program, Authorized Amount			$ 40,000
Payments for Repurchase of Common Stock			$ 40,000	$ 40,000	$ 0	$ 0
Stock Repurchase Program, Number of Shares Authorized to be Repurchased			1,405,655
Dosh Holdings, Inc
Nature of Operations [Line Items]
Business Combination, Consideration Transferred		277,610
Payments to Acquire Businesses, Gross		150,000
Other Payments to Acquire Businesses		6,600
Dosh Holdings, Inc \| Equity Option
Nature of Operations [Line Items]
Proceeds from IPO, net		500,500
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		3,593		$ 7,600
Dosh Holdings, Inc \| Common Stock
Nature of Operations [Line Items]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		117,354
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Preliminary Estimate		$ 125,000
Bridg Acquisition
Nature of Operations [Line Items]
Business Combination, Consideration Transferred	$ 578,889
Payments to Acquire Businesses, Gross	350,000
Other Payments to Acquire Businesses	2,800
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	230,921
Bridg Acquisition \| Payment Tranche One
Nature of Operations [Line Items]
Business Combination, Contingent Consideration, Calculation Base	12,500
Bridg Acquisition \| Equity Option
Nature of Operations [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 841

INCOME TAXES - Change in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Valuation Allowance [Roll Forward]
Beginning balance	$ (123,867)	$ (85,991)	$ (70,231)
Allowance for domestic and foreign net operating loss carry-forwards	(13,360)	(51,856)	(26,277)
Rate change on domestic net operating loss carry-forwards	235	419	(82)
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount	(9,714)	0	12,642
Other changes	(32,742)	13,561	(2,043)
Ending balance	$ (179,448)	$ (123,867)	$ (85,991)

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 35,437	$ 37,798
Less accumulated depreciation and amortization	(29,521)	(26,525)
Property, Plant and Equipment, Net	5,916	11,273
Depreciation expense	5,400	6,700	$ 5,600
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	26,260	28,848
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	7,863	7,689
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,273	1,232
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 41	$ 29

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of allowance for doubtful accounts

The following table presents changes in the allowance for credit losses (in thousands):


	Year Ended December 31,
	2020		2021		2022
Beginning balance	$	255	$	587	$	1,327
Credit loss expense	1,196		1,702		2,399
Write-offs, net of recoveries	(864)		(962)		(1,918)
Ending balance	$	587	$	1,327	$	1,808

Schedule of property and equipment, useful life

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

Significant components of property and equipment are as follows (in thousands):


	December 31,
	2021		2022
Computer equipment	$	28,848	$	26,260
Leasehold improvements	7,689		7,863
Furniture and fixtures	1,232		1,273
Construction in progress	29		41
Property and equipment, gross	37,798		35,437
Less accumulated depreciation and amortization	(26,525)		(29,521)
Property and equipment, net	$	11,273	$	5,916

Schedule of indefinite-lived intangible assets

Intangible assets are as follows (in thousands):


	December 31,
	2021		2022
Deferred patent costs, gross	$	647	$	102
Less accumulated amortization	(85)		—
Deferred patent costs, net	$	562	$	102

Capitalized software development costs are as follows (in thousands):


	December 31,
	2021		2022
Capitalized software development costs, gross	$	19,495	$	32,895
Less accumulated amortization	(6,364)		(12,970)
Capitalized software development costs, net	$	13,131	$	19,925

Schedule of debt issuance costs

Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands):


	December 31,
	2021		2022
Debt issuance costs, gross	$	598	$	791
Less accumulated amortization	(459)		(593)
Debt issuance costs, net	$	139	$	198

Deferred debt issuance costs related to our Notes included in debt are as follows (in thousands):


	December 31,
	2021		2022
Debt issuance costs, gross	$	5,596	$	7,275
Less accumulated amortization	(1,092)		(3,319)
Debt issuance costs, net	$	4,504	$	3,956

Schedule of future amortization of debt issuance costs

Future amortization of debt issuance costs is as follows (in thousands):


Years Ending December 31,	Amortization

2023	1,461
2024	1,461
2025	1,034
2026	—
Total	$	3,956

Schedule of restructuring costs

Schedule of deferred costs

Intangible Assets, Goodwill and Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Expected Amortization, Year One	$ 13,765
Finite-Lived Intangible Asset, Expected Amortization, Year Two	13,732
Finite-Lived Intangible Asset, Expected Amortization, Year Three	13,228
Finite-Lived Intangible Asset, Expected Amortization, Year Four	9,670
Finite-Lived Intangible Asset, Expected Amortization, After Year Four	2,978
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	0
Goodwill, Acquired During Period	5,062	$ 742,516
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred	1,385
Goodwill, Impairment Loss	396,242
Goodwill	352,721	742,516	$ 0
Cardlytics Platform U.S.
Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period	5,062	205,690
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred	(60)
Goodwill, Impairment Loss	46,262
Goodwill	164,430	205,690	0
Bridg Platform
Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period	0	536,826
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred	1,445
Goodwill, Impairment Loss	349,980
Goodwill	188,291	536,826	$ 0
Bridg And Dosh Holdings Acquisitions [Member]
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	154,500	144,700
Less accumulated amortization	(44,732)	(19,712)
Deferred patent costs, net	53,373	124,988
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	(56,395)
Trade Names
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	3,500	2,700
Less accumulated amortization	(1,744)	(753)
Deferred patent costs, net	$ 571	$ 1,947
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	1 year 4 months 24 days	2 years 1 month 6 days
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	$ (1,185)
Developed Technology Rights
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	91,700	$ 91,000
Less accumulated amortization	(24,882)	(11,026)
Deferred patent costs, net	$ 39,188	$ 79,974
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	3 years 7 months 6 days	5 years 3 months 18 days
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	$ (27,630)
Merchant Relationships
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	40,300	$ 32,000
Less accumulated amortization	(12,301)	(4,900)
Deferred patent costs, net	$ 13,614	$ 27,100
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	1 year 8 months 12 days	4 years 2 months 12 days
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	$ (14,385)
Partner Relationships
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	2,000	$ 2,000
Less accumulated amortization	(450)	(235)
Deferred patent costs, net	$ 0	$ 1,765
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years	6 years 2 months 12 days
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	$ (1,550)
Card-Linked Subscriber User Base
Finite-Lived Intangible Assets [Line Items]
Deferred patent costs, gross	17,000	$ 17,000
Less accumulated amortization	(5,355)	(2,798)
Deferred patent costs, net	$ 0	$ 14,202
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	0 years	4 years 2 months 12 days
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)	$ (11,645)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of domestic and foreign components of income (loss) before income taxes

Domestic and foreign components of loss before income taxes are as follows (in thousands):


	Year Ended December 31,
	2020		2021		2022
Domestic	$	(42,613)	$	(122,087)	$	(455,202)
Foreign	(12,809)		(14,342)		(11,508)
Loss before income taxes	$	(55,422)	$	(136,429)	$	(466,710)

Schedule of components of income tax (expense) benefit

The significant components of income tax (expense) benefit are as follows (in thousands):


	Year Ended December 31,
	2020		2021		2022
Current:
Federal	$	—	$	—	$	—
State	—		—		—
Foreign (1)	—		—		—
Total current	—		—		—
Deferred:
Federal	23,062		31,106		38,508
State	3,744		4,942		6,317
Foreign	1,713		2,184		3,075
Change in uncertain tax positions	(117)		(596)		(587)
Change in valuation allowance	(28,402)		(29,772)		(45,867)
Total deferred	—		7,864		1,446
Income tax benefit	$	—	$	7,864	$	1,446

(1)The current income tax (expense) during 2020, 2021 and 2022 excludes Indian income tax expense of less than $0.3 million, $0.2 million and $0.2 million, respectively.

Schedule of effective tax rate

The following table summarizes the significant differences between the U.S. federal statutory tax rate and our effective tax rate:


	Year Ended December 31,
	2020		2021		2022
Tax benefit at federal statutory rate	21.00	%	21.00	%	21.00	%
State income taxes, net of federal benefit	—	%	2.08	%	0.08	%
Change in federal and state statutory rate	0.35	%	(0.14)	%	0.15	%
Foreign rate differential	(0.62)	%	(0.19)	%	0.01	%
Goodwill impairment	—	%	—	%	(17.82)	%
Contingent liability remeasurement	—	%	—	%	5.71	%
Other adjustments	7.36	%	4.68	%	1.03	%
Valuation allowance	(28.57)	%	(21.75)	%	(9.87)	%
Income tax benefit	(0.48)	%	5.68	%	0.29	%

Schedule of deferred income taxes

The significant components of deferred income taxes are as follows (in thousands):


	December 31,
	2021		2022
Net operating loss carry-forwards	$	145,273	$	155,949
Allowance for credit losses	212		776
Depreciation and amortization	(42,053)		1,485
Stock-based compensation	7,889		7,020

Deferred costs	7,898		6,599


IRC Section 163(j) interest expense limitation	77		—
Other tax credit carry-forward	4,249		5,683
Other temporary differences	322		1,936
Valuation allowance	(123,867)		(179,448)
Net long-term deferred tax asset	$	—	$	—

Summary of changes in valuation allowance

The following table presents changes in our valuation allowance (in thousands):


	Year Ended December 31,
	2020		2021		2022
Beginning balance	$	(70,231)	$	(85,991)	$	(123,867)
Allowance for domestic and foreign net operating loss carry-forwards	(26,277)		(51,856)		(13,360)
Rate change on domestic net operating loss carry-forwards	(82)		419		235

Convertible debt additional paid-in capital tax adjustment - valuation allowance impact	12,642		—		(9,714)
Other changes	(2,043)		13,561		(32,742)
Ending balance	$	(85,991)	$	(123,867)	$	(179,448)

Schedule of unrecognized tax benefits activity

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,
	2020		2021		2022
Beginning balance	$	185	$	302	$	1,128
Increase related to current year tax position	117		826		478
Ending balance	$	302	$	1,128	$	1,606

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2022 $ / shares
Statement of Financial Position [Abstract]
Common stock, par or stated value per share (in usd per share)	$ 0.0001

Fair Value Measures and Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Option, Quantitative Disclosures [Line Items]
Asset Acquisition, Consideration Transferred, Contingent Consideration	$ 0	$ 230,921
Change in fair value of contingent consideration	(128,174)	1,374	$ 0
Contingent Consideration Classified as Equity, Fair Value Disclosure	104,121	232,295	$ 0
Fair Value, Recurring
Fair Value, Option, Quantitative Disclosures [Line Items]
Business Combination, Contingent Consideration, Liability, Current	104,121	182,470
Business Combination, Contingent Consideration, Liability, Noncurrent	0	49,825
Financial and Nonfinancial Liabilities, Fair Value Disclosure	104,121	232,295
Level 1 \| Fair Value, Recurring
Fair Value, Option, Quantitative Disclosures [Line Items]
Business Combination, Contingent Consideration, Liability, Current	0	0
Business Combination, Contingent Consideration, Liability, Noncurrent	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0	0
Level 2 \| Fair Value, Recurring
Fair Value, Option, Quantitative Disclosures [Line Items]
Business Combination, Contingent Consideration, Liability, Current	0	0
Business Combination, Contingent Consideration, Liability, Noncurrent	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0	0
Level 3 \| Fair Value, Recurring
Fair Value, Option, Quantitative Disclosures [Line Items]
Business Combination, Contingent Consideration, Liability, Current	104,121	182,470
Business Combination, Contingent Consideration, Liability, Noncurrent	0	49,825
Financial and Nonfinancial Liabilities, Fair Value Disclosure	$ 104,121	$ 232,295

DEBT AND FINANCING ARRANGEMENTS - Narrative (Details)		12 Months Ended
DEBT AND FINANCING ARRANGEMENTS - Narrative (Details)	Sep. 22, 2020 USD ($) numberOfDays $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 21, 2018 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount		$ 230,000,000
Debt issuance costs, net		$ 3,956,000	$ 4,504,000
Maximum borrowing capacity, percentage of accounts receivable		50.00%
Debt instrument, interest rate		1.64%	5.52%
Debt Instrument, Interest Rate, Stated Percentage		1.00%
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger	130.00%
Debt Instrument, Convertible, Conversion Ratio	11.7457
Conversion Price (in usd per share) \| $ / shares	$ 85,140
Debt Instrument, Redemption Price, Percentage	100.00%
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $6,900	$ 222,700,000	$ 0	$ 0	$ 223,100,000
Debt Instrument, Call Feature	26.5 million
Debt Instrument, Convertible, Threshold Consecutive Trading Days \| numberOfDays	30,000
Lines of credit
Debt Instrument [Line Items]
Line Of Credit Facility, Covenant, Minimum 12 Month Revenue		210,000,000
Line of Credit Facility, Maximum Month-end Outstanding Amount		255,000,000
Lines of credit
Debt Instrument [Line Items]
Debt issuance costs, gross		791,000	598,000
Debt issuance costs, net		$ 198,000	139,000
Debt instrument, interest rate		7.50%
Commitment fee percentage		0.15%
Debt instrument, interest rate increase event of default		3.00%
Long-term finance lease liabilities					$ 27,400,000
Term loans
Debt Instrument [Line Items]
Debt instrument, face amount					20,000,000
Debt issuance costs, gross		$ 7,275,000	5,596,000
Debt issuance costs, net		$ 3,956,000	$ 4,504,000
Debt instrument, interest rate		2.00%
Term loans \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
Revolving Credit Facility \| Lines of credit
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 30,000,000

ACCOUNTING STANDARDS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets under operating leases, net	$ 6,571	$ 10,196
Total lease liabilities	9,216
Accumulated deficit	$ (976,570)	$ (522,618)
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use assets under operating leases, net			$ 10,300
Total lease liabilities			$ 13,500

DEBT AND FINANCING ARRANGEMENTS - Net Carrying Amount of Equity Component (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
Debt Instrument, Convertible, Carrying Amount of Equity Component	$ 53,096
Debt Issuance Costs, Gross	(1,680)
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments	$ 51,416