0001666071-24-000094 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000	100,000
Common stock, shares issued (in shares)	48,174	48,174
Common stock, shares outstanding (in shares)	39,728	39,728

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

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, 2023, there were 961,558 shares of our common stock reserved for issuance under our 2018 Plan. The number of shares of our common stock reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year through 2028 by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our Board of Directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 Plan increased by 1,986,417 shares on January 1, 2024.

On July 18, 2022, our Board of Directors adopted the Cardlytics, Inc. 2022 Inducement Plan ("2022 Inducement Plan"). Our Board of Directors also adopted a form of stock option grant notice and agreement and a form of restricted stock unit grant notice and agreement for use with the 2022 Inducement Plan. We reserved a total of 1,500,000 shares of our Common Stock under the 2022 Inducement Plan. On January 18, 2023, our Board of Directors approved an amendment to the 2022 Inducement Plan to reserve an additional 350,000 shares of our common stock. On July 13, 2023, our Board of Directors approved an amendment to the 2022 Inducement Plan to reserve an additional 800,000 shares of our common stock. As of March 31, 2024, there were 41,539 shares available under the 2022 Inducement Plan.

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


	Three Months Ended March 31,
	2024		2023
Delivery costs	$	643	$	568
Sales and marketing expense	3,141		3,053
Research and development expense	3,950		4,085
General and administration expense	3,251		262
Total stock-based compensation expense	$	10,985	$	7,968

During the three months ended March 31, 2024 and 2023, we capitalized $1.3 million and $0.4 million of stock-based compensation expense for software development, respectively.

Restricted Stock Units

We grant restricted stock units ("RSUs") to certain 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		Weighted-Average Remaining Contractual Term (in years)	Unamortized Compensation Costs (in thousands)
Unvested — December 31, 2023	5,485	$	15.70	2.01	$	68,092
Granted	2,357	14.83
Vested	(941)	9.44
Forfeited	(132)	13.81
Unvested — March 31, 2024	6,769	$	16.31	1.92	$	89,251

During the three months ended March 31, 2024, we granted 2,356,940 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting in four years.

Subsequent to March 31, 2024, we granted 205,300 RSUs to employees and non-employee directors, which have vesting periods of one to two years. Unamortized stock-based compensation expense related to these RSUs totaled $2.7 million.

Performance-based RSUs

In July 2022, we granted 100,990 PSUs which vest on the achievement of specific Revenue-based performance metrics ("2022 Bridg PSUs").

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

In September 2021, we granted 6,666 PSUs that 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 2020 PSUs which have the same unmet different Revenue target vesting condition of the 2021 PSUs as described below. As discussed below, we concluded that the achievement of the 2020 PSUs and 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2020 PSUs and 2021 PSUs were determined to no longer be achievable. As of April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period.

In July 2021, we granted 34,344 performance-based restricted stock units ("Bridg PSUs") that have performance-based vesting conditions based on the achievement of a minimum ARR target by the first anniversary of the Bridg acquisition. Vesting is tied to the percentage of the ARR target achieved during the specified period with 50% of the units vesting between 80% - 99.999% achievement and 100% of the units vesting upon 100% achievement. During 2023, the compensation committee of our Board of Directors certified the vesting of shares associated with the 50% attainment of the units based on the achieved annual run rate during the specified period.

In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 55,118 units that have a performance-based vesting condition based on a minimum Revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 55,118 units with a performance-based vesting condition based on a different minimum Revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vest six months after the achievement date, subject to continued service. Each performance-based vesting condition within the two tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our Board of Directors. During the year-ended December 31, 2023, we reassessed the likelihood of achieving the 2021 PSUs performance-based vesting condition and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the 2021 PSUs since the grant date as a benefit to stock-based compensation during the year ended December 31, 2023.

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

In April 2020, we granted 476,608 performance-based restricted stock units ("2020 PSUs"), of which 443,276 units have a performance-based vesting condition based on a minimum average Revenue per user ("ARPU") target over a trailing 12-month period and 33,332 units have the same performance-based vesting conditions as those that unmet at the time under the 2019 PSUs described above. ARPU is a performance metric defined within Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The ARPU vesting condition must be achieved within four years of the grant date. Upon the vesting event, 50% of the award vests immediately, 25% of the award vests six months after achievement date and 25% of the award vests 12 months after the achievement date. During the year-ended December 31, 2022, we reassessed the likelihood of achieving the 2020 PSUs performance-based vesting condition and concluded the achievement is no longer probable. As a result of the change in estimate, we have recognized the cumulative expense associated with the 2020 PSUs from the grant date as a benefit to stock-based compensation during the year ended December 31, 2022. On April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period.

With the exception of the 2021 and 2022 PSUs, and any other PSUs tied to these vesting conditions, we believe that the achievement of all of the above referenced performance-based vesting conditions are probable before the awards' respective expiration dates.

Employee Stock Purchase Plan

Our 2018 Employee Stock Purchase Plan ("2018 ESPP") enables eligible employees to purchase shares of our common stock at a discount. Purchases are accomplished through participation in discrete offering periods. On each purchase date, participating employees 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.

As of December 31, 2023, 657,826 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, which began on January 1, 2019 and will continue through and including January 1, 2026, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 500,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our Board of Directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 397,283 shares on January 1, 2024. Shares subject to purchase rights granted under our 2018 ESPP that terminate without having been issued in full will not reduce the number of shares available for issuance under our 2018 ESPP.

SEGMENTS - Adjusted Contribution Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting [Abstract]
Adjusted Contribution	$ 37,065	$ 30,947
Delivery costs	6,173	6,424
Sales and marketing expense	14,118	13,948
Research and development expense	13,048	11,564
General and administration expense	14,485	13,070
Acquisition, integration and divestiture costs	0	1,723
Change in contingent consideration	5,817	(34,584)
Depreciation and amortization expense	6,250	6,575
Total other expense	1,449	(1,381)
Income (loss) before income taxes	$ (24,275)	$ 13,608

Leases, Codification Topic 842

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

We have various non-cancellable operating and finance leases for our office spaces, data centers and operational assets with lease periods expiring between 2024 and 2032.

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


Lease Type	Consolidated Balance Sheets Location	March 31, 2024		December 31, 2023
Operating lease assets	Right-of-use assets under operating leases, net	$	8,342	$	7,310
Finance lease assets	Property and equipment, net	5		14
Total lease assets		8,347		7,324

Operating lease liabilities, current	Current operating lease liabilities	2,079		2,127
Operating lease liabilities, long-term	Long-term operating lease liabilities	7,652		6,391
Finance lease liabilities, current	Accrued expenses	9		10

Total lease liabilities		$	9,740	$	8,528

LEASES

We have various non-cancellable operating and finance leases for our office spaces, data centers and operational assets with lease periods expiring between 2024 and 2032.

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


Lease Type	Consolidated Balance Sheets Location	March 31, 2024		December 31, 2023
Operating lease assets	Right-of-use assets under operating leases, net	$	8,342	$	7,310
Finance lease assets	Property and equipment, net	5		14
Total lease assets		8,347		7,324

Operating lease liabilities, current	Current operating lease liabilities	2,079		2,127
Operating lease liabilities, long-term	Long-term operating lease liabilities	7,652		6,391
Finance lease liabilities, current	Accrued expenses	9		10

Total lease liabilities		$	9,740	$	8,528

EARNINGS PER SHARE - Schedule of dilutive shares (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average common shares outstanding, basic (in shares)	43,248,000	33,595,000
Weighted-average common shares outstanding, diluted (in shares)	43,248,000	36,727,000
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.56)	$ 0.40
Net Income (Loss) Available to Common Stockholders, Diluted	$ (24,275)	$ 14,548
Net loss attributable to common stockholders, basic	(24,275)	13,608
Plus: Interest expense on convertible promissory notes	$ 0	$ 940
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities	0	2,701,000
Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Plus: Dilutive convertible promissory notes (in shares)	0	2,000
ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Plus: Dilutive convertible promissory notes (in shares)	0	285,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Plus: Dilutive convertible promissory notes (in shares)	0	144,000
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	59,000
Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,701,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6,769,000
ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	171,000

SEGMENTS - Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 67,608	$ 64,331
Property and equipment	2,906		$ 3,323
United States
Segment Reporting Information [Line Items]
Revenues	62,534	61,081
Property and equipment	2,832		3,244
United Kingdom
Segment Reporting Information [Line Items]
Revenues	5,074	$ 3,250
Property and equipment	$ 74		$ 79

- 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).

+ References

+ Details

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Contingent Consideration

The following table shows a reconciliation of the beginning and ending fair value measurements of our contingent consideration, which we have valued using level 3 inputs:


	Three Months Ended March 31,
	2024		2023
Beginning balance	$	43,560	$	104,121
Decrease due to earnout settlement	(45,114)		—
Change in contingent consideration	5,817		(34,584)
Reclassification due to remaining payments being fixed per Settlement Agreement	(4,263)		—
Ending balance	$	—	$	69,537

Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets under operating leases, net	$ 8,342	$ 7,310
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	5	14
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	8,347	7,324
Current operating lease liabilities	2,079	2,127
Long-term operating lease liabilities	7,652	6,391
Finance Lease, Liability, Current	9	10
Total lease liabilities	$ 9,740	$ 8,528

GOODWILL AND ACQUIRED INTANGIBLES - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 277,202	$ 277,202
Cardlytics Platform
Finite-Lived Intangible Assets [Line Items]
Goodwill	159,429
Bridg Platform
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 117,773

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Dec. 07, 2023	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Acquisition, integration and divestiture costs		$ 0	$ 1,723
Disposal group, disposed of by sale \| HSP EPI Acquisition, LLC
Business Acquisition [Line Items]
Proceeds from divestiture of business	$ 6,000
Escrow deposit	$ 1,100

DEBT AND FINANCING ARRANGEMENTS - Debt (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt Instrument, Increase, Accrued Interest	$ 100	$ 900

SEGMENTS

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENTS

As of March 31, 2024, we have three operating segments: the Cardlytics platform in the U.S., the Cardlytics platform in the 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.

The following tables provide information regarding the Cardlytics platform and the Bridg platform reportable segments (in thousands):


	Three Months Ended March 31,
	2024		2023
Cardlytics platform
Revenue	$	62,233	$	59,030
Minus: Partner Share and other third-party costs	30,412		33,175
Adjusted Contribution	$	31,821	$	25,855
Bridg platform
Revenue	$	5,375	$	5,301
Minus: Partner Share and other third-party costs	131		209
Adjusted Contribution	$	5,244	$	5,092
Consolidated
Revenue	$	67,608	$	64,331
Minus: Partner Share and other third-party costs	30,543		33,384
Adjusted Contribution	$	37,065	$	30,947

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 income (loss) before income taxes presented in accordance with GAAP to Adjusted Contribution (in thousands):


	Three Months Ended March 31,
	2024		2023
Adjusted Contribution	$	37,065	$	30,947
Minus:


Delivery costs	6,173		6,424
Sales and marketing expense	14,118		13,948
Research and development expense	13,048		11,564
General and administration expense	14,485		13,070
Acquisition, integration and divestiture costs	—		1,723
Change in contingent consideration	5,817		(34,584)


Depreciation and amortization expense	6,250		6,575
Total other expense	1,449		(1,381)
Income (loss) before income taxes	$	(24,275)	$	13,608

The following tables provide geographical information (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenue:
United States	$	62,534	$	61,081
United Kingdom	5,074		3,250
Total	$	67,608	$	64,331


	March 31, 2024		December 31, 2023
Property and equipment, net:
United States	$	2,832	$	3,244
United Kingdom	74		79

Total	$	2,906	$	3,323

Capital expenditures within the United Kingdom totaled less than $0.1 million for each period during the three months ended March 31, 2024 and 2023.

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 significant portion of our cash and cash equivalents are held in fully FDIC-insured money market accounts, demand deposit accounts and U.S. Treasury Bills that distribute funds, and credit risk, over a vast number of financial institutions. Our remaining cash and cash equivalents are held with six financial institutions, which are of high credit quality.

Marketers

Beginning in the period ending December 31, 2023, we define a marketer as a customer who has a distinct contractual relationship with us, rather than aggregating by parent company. We believe this is a more accurate representation for how marketing budgets are managed at our customer level. This methodology change in our aggregation impacts how we calculate our revenue and accounts receivable concentration and we changed the prior year presentation to be in conformity.

Our Revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the three months ended March 31, 2024 and 2023, our top five marketers accounted for 21% and 16% of our Revenue, respectively, with no marketer accounting for over 10%. As of March 31, 2024 and 2023, our top five marketers accounted for 21% and 16% of our accounts receivable, respectively, with no marketer accounting for over 10%.

FI Partners

Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in the Cardlytics platform and access to their purchase data in order to offer our solutions to marketers and their agencies. We must have FI partners with a sufficient number of customers and levels of customer engagement to ensure that we have robust purchase data and marketing space to support a broad array of incentive programs for marketers. Our agreements with a substantial majority of our FI partners have terms of three to seven years but are generally terminable by the FI partner on 90 days or less prior notice. The agreements generally have auto-renewal provisions that allow for the agreements to extend past their originally contemplated end date, unless terminated earlier in accordance with the terms of the agreement. If an FI partner terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.

During the three months ended March 31, 2024 and 2023 our top three FI partners combined to account for over 90% and 70% of the total Partner Share we paid to all partners, respectively, with the top FI partner representing over 50% for each period and the second and third largest FI partners representing over 15% and 10% of Partner Share, respectively. No other partner accounted for over 10% of Partner Share during these periods.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Topic 280
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 67,608	$ 64,331
Costs and expenses:
Partner Share and other third-party costs	30,543	33,384
Delivery costs	6,173	6,424
Sales and marketing expense	14,118	13,948
Research and development expense	13,048	11,564
General and administration expense	14,485	13,070
Acquisition, integration and divestiture costs	0	1,723
Change in contingent consideration	5,817	(34,584)
Depreciation and amortization expense	6,250	6,575
Total costs and expenses	90,434	52,104
Operating (Loss) Income	(22,826)	12,227
Other expense (income):
Interest expense, net	(819)	(8)
Foreign currency (loss) gain	(630)	1,389
Total other (expense) income	(1,449)	1,381
Income (loss) before income taxes	(24,275)	13,608
Net Income (Loss) Attributable to Parent, Total	$ (24,275)	$ 13,608
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.56)	$ 0.41
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.56)	$ 0.40
Weighted-average common shares outstanding, basic (in shares)	43,248,000	33,595,000
Weighted-average common shares outstanding, diluted (in shares)	43,248,000	36,727,000

DEBT AND FINANCING ARRANGEMENTS - 2020 Convertible Senior Notes (Narrative) (Details) $ / shares in Units, $ in Millions			3 Months Ended
	Apr. 01, 2024 USD ($) $ / shares	Sep. 22, 2020 USD ($) numberOfDays $ / shares	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount		$ 230.0
Stated percentage		1.00%
Proceeds from Convertible Debt		$ 222.7
Adjustments To Additional Paid In Capital, Issuance Of Capped Calls		$ 26.5
Threshold consecutive trading days \| numberOfDays		10,000
Threshold percentage of stock price trigger		98.00%
Conversion ratio		11.7457
Conversion price (in dollars per share) \| $ / shares		$ 85,140
Redemption period, days before maturity date		36 days
Redemption price, percentage		100.00%
Threshold principal outstanding amount for partial redemption			$ 75.0
Liability component, discount rate			6.50%
Debt Conversion Scenario One
Debt Instrument [Line Items]
Threshold trading days \| numberOfDays		20,000
Threshold consecutive trading days \| numberOfDays		30,000
Threshold percentage of stock price trigger		130.00%
Debt Conversion Scenario Two
Debt Instrument [Line Items]
Threshold trading days \| numberOfDays		5,000
Debt Conversion Scenario Three
Debt Instrument [Line Items]
Threshold trading days \| numberOfDays		20
Threshold consecutive trading days \| numberOfDays		30
Threshold percentage of stock price trigger		130.00%
Convertible Senior Notes, Additional Principal Option
Debt Instrument [Line Items]
Debt instrument, face amount		$ 30.0
2024 Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Conversion ratio	0.0554939
2024 Convertible Senior Notes \| Convertible Debt \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, face amount	$ 172.5
Stated percentage	4.25%
Proceeds from Convertible Debt	$ 169.3
Conversion price (in dollars per share) \| $ / shares	$ 18.02
2020 Convertible Senior Notes \| Convertible Debt \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, repurchased face amount	$ 183.9

FAIR VALUE MEASUREMENTS - Reconciliation of Beginning and Ending Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent Consideration Classified as Equity, Fair Value Disclosure	$ 0	$ 69,537	$ 43,560	$ 104,121
Increase (Decrease) in Due to Affiliates, Current	(45,114)	0
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)	5,817	(34,584)
Accelerated Share Repurchases, Settlement (Payment) or Receipt	$ (4,263)	$ 0

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

We record the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement ("ASC 820"). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of our reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. Refer to Note 4 - Goodwill and Acquired Intangibles for further details.

These levels are:

•Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

•Level 3 - unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Included in the fair value table are cash equivalents and contingent consideration. Cash equivalents are comprised of money market funds and U.S. treasury bills stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. The contingent consideration for the acquisition of Bridg is composed of the payments per the Settlement Agreement. The fair value of cash equivalents and contingent consideration in connection with the Bridg acquisition are as follows (in thousands):


	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	23,175	$	—	$	—	$	23,175
US Treasury Bills	5,979		—		—		5,979
Total cash equivalents at fair value	$	29,154	$	—	$	—	$	29,154


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Current contingent consideration	$	—	$	—	$	39,398	$	39,398
Long-term contingent consideration	—		—		4,162		4,162
Total liabilities	$	—	$	—	$	43,560	$	43,560

The following table shows a reconciliation of the beginning and ending fair value measurements of our contingent consideration, which we have valued using level 3 inputs:


	Three Months Ended March 31,
	2024		2023
Beginning balance	$	43,560	$	104,121
Decrease due to earnout settlement	(45,114)		—
Change in contingent consideration	5,817		(34,584)
Reclassification due to remaining payments being fixed per Settlement Agreement	(4,263)		—
Ending balance	$	—	$	69,537

As part of our acquisition of Bridg and pursuant to the terms of the Merger Agreement, we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg (as defined in the Merger Agreement), respectively.

As of December 31, 2023, we had paid the First Anniversary Payment Amount consisting of $50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits.

On January 25, 2024, we entered into the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, pursuant to which we agreed to pay $25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses. Pursuant to the Settlement Agreement we paid the Stockholder Representative $20.0 million in cash on January 26, 2024 and we issued 3,600,000 shares of our common stock on February 1, 2024. The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025, which are presented in our consolidated balance sheet as current and long-term contingent consideration.

As of March 31, 2024, the contingent consideration is valued at $4.3 million, exclusive of $0.3 million in broker fees and other costs, which is included in accrued expenses on our consolidated balance sheets. We determined the present value of the contingent consideration by discounting the future payments to be paid by January 31, 2025 and June 30, 2025. As the remaining payments are fixed as per the Settlement Agreement, the contingent consideration is no longer subject to ASC 820, Fair Value Measurement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

REVENUE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Consumer incentives, expense	$ 37,600	$ 31,300
Deferred revenue	2,044		$ 2,271
Remaining performance obligation	35,800
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation	$ 12,100
Expected timing of satisfaction	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net (Loss) Income	$ (24,275)	$ 13,608
Adjustments to reconcile net loss to net cash used in operating activities:
Credit loss expense (gain)	1,570	(246)
Depreciation and amortization	6,250	6,575
Amortization of financing costs charged to interest expense	445	407
Amortization of right-of-use assets	549	1,235
Stock-based compensation expense	10,985	7,968
Change in contingent consideration	(5,817)	34,584
Other non-cash expense (income), net	667	(905)
Change in operating assets and liabilities:
Accounts receivable	13,323	21,405
Prepaid expenses and other assets	(3,450)	(369)
Accounts payable	125	(1,691)
Increase (Decrease) in Accrued Liabilities	(7,634)	(3,136)
Partner Share liability	(13,291)	(9,701)
Consumer Incentive liability	(8,698)	(10,630)
Net cash used in operating activities	(17,617)	(10,064)
Investing activities
Acquisition of property and equipment	(651)	(360)
Capitalized software development costs	(4,096)	(2,442)
Net cash used in investing activities	(4,747)	(2,802)
Financing activities
Proceeds from issuance of debt	0	30,000
Settlement of contingent consideration	20,074	0
Principal payments of debt	0	(4)
Proceeds from issuance of common stock	48,634	0
Deferred financing costs	(239)	(15)
Net cash provided by financing activities	28,321	29,981
Effect of exchange rates on cash, cash equivalents and restricted cash	(21)	176
Net increase in cash, cash equivalents and restricted cash	5,936	17,291
Cash, cash equivalents, and restricted cash — Beginning of period	91,830	121,985
Cash, cash equivalents, and restricted cash — End of period	97,766	139,276
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Cash and cash equivalents	97,766	139,194
Restricted cash	0	82
Total cash, cash equivalents and restricted cash — End of period	97,766	139,276
Supplemental schedule of non-cash investing and financing activities:
Cash paid for interest	1,862	1,268
Amounts accrued for property and equipment	98	0
Amounts accrued for capitalized software development costs	135	0
Issuance of common stock, net of issuance costs - Settlement Agreement (as defined below)	$ 27,451	$ 0

STOCK-BASED COMPENSATION - Allocation of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 10,985	$ 7,968
Delivery Costs [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	643	568
Sales and marketing expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,141	3,053
Research and development expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,950	4,085
General and administration expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,251	$ 262

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases, Codification Topic 842 (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Assets And Liabilities, Lessee

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


Lease Type	Consolidated Balance Sheets Location	March 31, 2024		December 31, 2023
Operating lease assets	Right-of-use assets under operating leases, net	$	8,342	$	7,310
Finance lease assets	Property and equipment, net	5		14
Total lease assets		8,347		7,324

Operating lease liabilities, current	Current operating lease liabilities	2,079		2,127
Operating lease liabilities, long-term	Long-term operating lease liabilities	7,652		6,391
Finance lease liabilities, current	Accrued expenses	9		10

Total lease liabilities		$	9,740	$	8,528

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS 2024 Convertible Senior Notes On April 1, 2024, we issued of $172.5 million principal amount of its 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes") in a private offering (the "Offering"), including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of 2024 Convertible Senior Notes. The net proceeds from this offering were an estimated $166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expense payable by us. The 2024 Convertible Senior Notes were issued pursuant to, and are governed by, an Indenture, dated as of April 1, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee. The 2024 Convertible Senior Notes will accrue interest at a rate of 4.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 2024 Convertible Senior Notes will mature on April 1, 2029, unless earlier converted or repurchased by us. Before January 2, 2029, noteholders will have the right to convert their 2024 Convertible Senior Notes only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of the our common stock, $0.0001 par value per share, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") if the trading price per $1,000 principal amount of 2024 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the common stock, as described in the Indenture; and (iv) at any time from, and including, January 2, 2029 until the close of business on the scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 55.4939 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which represents an initial conversion price of approximately $18.02 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. If a "Fundamental Change" (as defined in the Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2024 Convertible Senior Notes at a cash repurchase price equal to the principal amount of the 2024 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to the common stock. We used approximately $169.3 million, consisting of the net proceeds from the Offering, together with cash on hand, to repurchase for cash approximately $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the Offering through one of the initial purchasers or one of its affiliates, as our agents.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS	SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS Significant Accounting Policies There have been no changes to our significant accounting policies other than the standards adopted below. These unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare our audited annual consolidated financial statements for the year ended December 31, 2023, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. We are currently evaluating the impact that the adoption of this standard will have on our financial statements and related disclosures.

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments We had a minimum Partner Share commitment to a certain FI partner totaling $10.0 million over a 12-month period which ended on March 31, 2023. We have accrued $4.5 million for the Partner Share shortfall, included within Partner Share liability on our condensed consolidated balance sheet. We expect to pay this shortfall through June 30, 2024. As of March 31, 2024, we paid $2.4 million of our shortfall. During the three months ended March 31, 2023, we recognized $1.3 million of expected minimum Partner Share commitment shortfalls within Partner Share and other third-party costs on our condensed consolidated statement of operations. Other Commitments In January 2023, we renewed a cloud hosting arrangement guaranteeing an aggregated spend of $13.5 million over a 12 month period. In January 2024, we renewed our agreement guaranteeing an aggregated spend of $17.0 million each year over the next 36 month period. We lease property and equipment under non-cancelable operating lease agreements. Refer to Note 6—Leases for further details. In September 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due in September 2025. Refer to Note 7—Debt and Financing Arrangements for further details. Subsequent to March 31, 2024 we partially paid down the 2020 Convertible Senior Notes and issued 2024 Convertible Senior Notes with an aggregate principal amount of $172.5 million bearing an interest rate of 4.25% due on April 1, 2029. Refer to Note 13—Subsequent Events for further details. Litigation

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Unaudited Interim Results	Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2023.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Bridg, valuation of contingent consideration for Bridg, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates. Macroeconomic Considerations Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including the changes in inflation, the U.S. Federal Reserve raising interest rates, disruptions in access to bank deposits or lending commitments due to bank failures, the Russia-Ukraine war and the Middle East conflict have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on advertising, which may impact our business and our customers’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition and operating results, see the section titled "Risk Factors.
Recently Adopted And Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented. We are currently evaluating the impact that the adoption of this standard will have on our financial statements and related disclosures.
Fair Value Measurements	We record the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement ("ASC 820"). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. The fair value of our reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. Refer to Note 4 - Goodwill and Acquired Intangibles for further details. These levels are: •Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. •Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. •Level 3 - unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.
Revenue	The Cardlytics platform The Cardlytics platform is our proprietary native bank advertising channel that enables marketers to reach consumers through the FI partners' trusted and frequently visited digital banking channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these Consumer Incentives to our FI partners' customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $37.6 million and $31.3 million during the three months ended March 31, 2024 and 2023, 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. 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.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-17

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 19
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-18

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
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+ Details

SEGMENTS - Narrative (Details) $ in Millions	3 Months Ended
SEGMENTS - Narrative (Details) $ in Millions	Mar. 31, 2024 segment	Mar. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	3
Marketers \| Revenue Benchmark \| Top Five Marketers
Segment Reporting Information [Line Items]
Concentration risk	21.00%	16.00%
Marketers \| Accounts Receivable \| Top Five Marketers
Segment Reporting Information [Line Items]
Concentration risk	16.00%	21.00%
Supplier Concentration Risk \| Financial Institution Partner \| Three Largest FI Partners
Segment Reporting Information [Line Items]
Concentration risk	90.00%	70.00%
Supplier Concentration Risk \| Financial Institution Partner \| Largest FI Partner One
Segment Reporting Information [Line Items]
Concentration risk	50.00%
Supplier Concentration Risk \| Financial Institution Partner \| Largest FI Partner Two
Segment Reporting Information [Line Items]
Concentration risk	15.00%
Supplier Concentration Risk \| Financial Institution Partner \| Largest FI Partner Three
Segment Reporting Information [Line Items]
Concentration risk	10.00%
United Kingdom
Segment Reporting Information [Line Items]
Capital expenditures \| $		$ 0.1

REVENUE

3 Months Ended

Mar. 31, 2024

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 FI partners' trusted and frequently visited digital banking channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these Consumer Incentives to our FI partners' customers after they make qualifying purchases ("Consumer Incentives"). Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $37.6 million and $31.3 million during the three months ended March 31, 2024 and 2023, 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. 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 from the Cardlytics platform by pricing model (in thousands):


	Three Months Ended March 31,
	2024		2023
Cost per Served Sale	$	40,031	$	39,270
Cost per Redemption	21,507		17,935
Other	695		1,825
Cardlytics Platform Revenue	$	62,233	$	59,030

The Bridg platform

The Bridg platform generates Revenue through the sale of subscriptions to our cloud-based customer-data platform and the delivery of professional services, such as implementation, onboarding and technical support in connection with each subscription. We recognize subscription Revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer. For non-recurring services or transactional based fees dependent on system usage, Revenue is recognized as services are delivered. Our subscription contracts are generally 6 to 60 months in duration and are generally billed in advance on a monthly, quarterly or annual basis.

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


	Three Months Ended March 31,
	2024		2023


Bridg Platform Revenue	$	5,375	$	5,301

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


Contract Balance Type	Consolidated Balance Sheets Location	March 31, 2024		December 31, 2023
Contract assets, current	Accounts receivable and contract assets, net	$	66	$	41

Total contract assets		$	66	$	41

Contract liabilities, current	Deferred Revenue	$	1,994	$	2,204
Contract liabilities, long-term	Long-term deferred Revenue	50		67
Total contract liabilities		$	2,044	$	2,271

During the three months ended March 31, 2024, we recognized $2.0 million of Revenue related to amounts that were included in deferred Revenue as of December 31, 2023.

The following information represents the total transaction price for the remaining performance obligations as of March 31, 2024 related to contracts expected to be recognized over future periods. This includes deferred Revenue on our consolidated balance sheets and contracted amounts that will be invoiced and recognized as Revenue in future periods. As of March 31, 2024, we had $35.8 million of remaining performance obligations, of which $12.1 million is expected to be recognized in the next twelve months, with the remaining amount recognized thereafter. The remaining performance obligations exclude future transaction Revenue of variable consideration that are allocated to wholly unsatisfied distinct services that form part of a single performance obligation and meets certain variable allocation criteria.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

DEBT AND FINANCING ARRANGEMENTS - Capped Call Transactions (Narrative) (Details) $ / shares in Units, $ in Millions	Sep. 22, 2020 USD ($) $ / shares
Debt Disclosure [Abstract]
Adjustments To Additional Paid In Capital, Issuance Of Capped Calls \| $	$ 26.5
Strike price (in dollars per share)	$ 85.14
Cap price (in dollars per share)	$ 128.51

SEGMENTS - Revenue by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Adjusted contribution	$ 37,065	$ 30,947
Plus: FI Share and other third-party costs	30,543	33,384
Revenues	67,608	64,331
Cardlytics Direct
Segment Reporting Information [Line Items]
Adjusted contribution	31,821	25,855
Plus: FI Share and other third-party costs	30,412	33,175
Revenues	62,233	59,030
Bridg Acquisition
Segment Reporting Information [Line Items]
Adjusted contribution	5,244	5,092
Plus: FI Share and other third-party costs	131	209
Revenues	$ 5,375	$ 5,301

- Definition

+ References

+ Details

REVENUE - Summary of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 62,233	$ 59,030
Commodity Contract Asset, Current	66		$ 41
Deferred revenue	1,994		2,405
Deferred revenue	2,044		2,271
Bridg Acquisition
Disaggregation of Revenue [Line Items]
Contract with Customer, Asset, after Allowance for Credit Loss, Current	66		41
Deferred revenue	1,994		2,204
Contract with Customer, Liability, Noncurrent	50		$ 67
Cost per Served Sale
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	40,031	39,270
Cost per Redemption
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	21,507	17,935
Other
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	695	1,825
Bridg Platform Revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 5,375	$ 5,301

STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions				1 Months Ended									3 Months Ended		12 Months Ended
	Apr. 30, 2021 tranche	Jan. 01, 2021 shares	Feb. 08, 2018	May 08, 2024 shares	Dec. 31, 2022	Aug. 31, 2022 tranche shares	Jul. 31, 2022 tranche shares	Mar. 31, 2022 shares	Sep. 30, 2021 shares	Jul. 31, 2021 shares	Apr. 30, 2021 tranche shares	Apr. 30, 2020 shares	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 shares	Apr. 01, 2024 USD ($)	Jul. 13, 2023 shares	Jul. 18, 2022 shares	Jan. 01, 2020 shares	Jan. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)															961,558
Number of shares authorized, annual increase													5.00%
Number of additional shares authorized (in shares)		1,986,417
Lease obligation incurred \| $													$ 1.3	$ 0.4
2022 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)																		1,500,000
Share-based payment arrangement, additional shares allowable under the plan (in shares)																	800,000			350,000
Share-based payment arrangement, number of shares available (in shares)													41,539
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized													1 year 11 months 1 day		2 years 3 days
Granted (in shares)													2,357,000
Unvested PSU (in shares)													6,769,000		5,485,000
Restricted stock units \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)													2,356,940
Restricted stock units \| Share-based Compensation Award, Tranche One \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period													4 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized, annual increase					1.00%
ESPP, purchase price percentage			85.00%
ESPP, number of shares authorized, annual increase (in shares)													500,000		657,826,000				397,283,000
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of tranches \| tranche	2					3	2				2
Share-based payment arrangement, awards vested, percentage										50.00%
Share-based payment arrangement, vesting conditions achievement period	4 years
Granted (in shares)						25,248	100,990	269,202			110,236	476,608
Performance-based RSUs \| Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, percentage of grants in period							25.00%
Share-based payment arrangement, awards vested, percentage					25.00%					50.00%		50.00%
Share-based payment arrangement, vesting conditions achievement period												4 years
Award vesting period											12 months	12 months
Granted (in shares)									6,666	34,344	55,118	443,276
Performance-based RSUs \| Share-based Compensation Award, Tranche One \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, achievement, percentage										80.00%
Performance-based RSUs \| Share-based Compensation Award, Tranche One \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, achievement, percentage										99.999%
Performance-based RSUs \| Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, percentage of grants in period							50.00%
Share-based payment arrangement, awards vested, percentage										100.00%		25.00%
Award vesting period											12 months	6 months
Granted (in shares)									6,667		55,118	33,332
Performance-based RSUs \| Share-based Compensation Award, Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, achievement, percentage										100.00%
Performance-based RSUs \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, percentage of grants in period							50.00%
Share-based payment arrangement, awards vested, percentage												25.00%
Award vesting period							6 months				6 months	12 months
Performance-based RSUs \| Share-Based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period											12 months
Granted (in shares)											10,000
Subsequent Event \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				205,300
Compensation not yet recognized, awards other than options \| $																$ 2.7
Subsequent Event \| Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				1 year
Subsequent Event \| Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				2 years

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of segment reporting information

The following tables provide information regarding the Cardlytics platform and the Bridg platform reportable segments (in thousands):


	Three Months Ended March 31,
	2024		2023
Cardlytics platform
Revenue	$	62,233	$	59,030
Minus: Partner Share and other third-party costs	30,412		33,175
Adjusted Contribution	$	31,821	$	25,855
Bridg platform
Revenue	$	5,375	$	5,301
Minus: Partner Share and other third-party costs	131		209
Adjusted Contribution	$	5,244	$	5,092
Consolidated
Revenue	$	67,608	$	64,331
Minus: Partner Share and other third-party costs	30,543		33,384
Adjusted Contribution	$	37,065	$	30,947

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


	Three Months Ended March 31,
	2024		2023
Adjusted Contribution	$	37,065	$	30,947
Minus:


Delivery costs	6,173		6,424
Sales and marketing expense	14,118		13,948
Research and development expense	13,048		11,564
General and administration expense	14,485		13,070
Acquisition, integration and divestiture costs	—		1,723
Change in contingent consideration	5,817		(34,584)


Depreciation and amortization expense	6,250		6,575
Total other expense	1,449		(1,381)
Income (loss) before income taxes	$	(24,275)	$	13,608

Schedule of revenue by geographic areas

The following tables provide geographical information (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenue:
United States	$	62,534	$	61,081
United Kingdom	5,074		3,250
Total	$	67,608	$	64,331


	March 31, 2024		December 31, 2023
Property and equipment, net:
United States	$	2,832	$	3,244
United Kingdom	74		79

Total	$	2,906	$	3,323

GOODWILL AND ACQUIRED INTANGIBLES (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

There have been no changes to the carrying amounts of goodwill since December 31, 2023. The carrying amounts of goodwill as of March 31, 2024 are as follows (in thousands):


	Cardlytics Platform		Bridg Platform		Consolidated


Goodwill	$	159,429	$	117,773	$	277,202

Schedule of Finite-Lived Intangible Assets

Acquired intangible assets subject to amortization as of March 31, 2024 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)

Developed technology	64,070		(36,521)		27,549		3.1
Merchant relationships	25,915		(21,320)		4,595		2.1


Total other intangible assets	$	89,985	$	(57,841)	$	32,144

2023 Acquired Intangibles

Acquired intangible assets subject to amortization as of December 31, 2023 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Divestiture of Entertainment		Net		Weighted Average Remaining Useful Life
	(in thousands)								(in years)
Trade name	$	2,315	$	(1,802)	$	(513)	$	—	0.0
Developed technology	64,070		(33,838)		(449)		29,783		3.4
Merchant relationships	25,915		(16,784)		(3,985)		5,146		2.4


Total other intangible assets	$	92,300	$	(52,424)	$	(4,947)	$	34,929

Finite-lived Intangible Assets Amortization Expense

As of March 31, 2024, we expect amortization expense in future periods to be as follows (in thousands):


	Amount
2024 (remaining nine months)	8,338
2025	11,117
2026	9,674
2027	3,015

Thereafter	—
Total expected future amortization expense	$	32,144

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net (Loss) Income	$ (24,275)	$ 13,608

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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+ Details

DEBT AND FINANCING ARRANGEMENTS

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

DEBT AND FINANCING ARRANGEMENTS

Our debt consists of the following (in thousands):


	March 31, 2024		December 31, 2023
Line of Credit	$	30,000	$	30,000
2020 Convertible Senior Notes, net	227,870		227,504
Total debt	$	257,870	$	257,504

Accrued interest is included within accrued expenses in our consolidated balance sheet. We had accrued interest related to our 2020 Convertible Senior Notes of less than $0.1 million and $0.9 million, respectively, as of March 31, 2024 and December 31, 2023.

2020 Convertible Senior Notes

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

On April 1, 2024 we issued convertible senior notes with an aggregate principal amount of $172.5 million bearing an interest rate of 4.25% due on April 1, 2029. The net proceeds from this offering were an estimated $166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expenses payable by us. Subsequent to March 31, 2024, we used approximately $169.3 million, consisting of the net proceeds from the offering, together with cash on hand, to repurchase for cash approximately $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes. Refer to Note 13—Subsequent Events for further details.

The 2020 Convertible Senior Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The 2020 Convertible Senior Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on March 15 and September 15 of each year, which began on March 15, 2021. The 2020 Convertible Senior Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2020 Convertible Senior Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the 2020 Indenture) per $1,000 principal amount of the 2020 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of

the last reported sale price of common stock and the conversion rate for the 2020 Convertible Senior Notes on each such trading day; (3) if we call such 2020 Convertible Senior 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 2020 Indenture. The closing trading price of our common stock was not in excess of 130% of the conversion price for more than 20 trading days during the preceding 30 consecutive trading days as of December 31, 2023, and thus the 2020 Convertible Senior Notes are not convertible at the option of the holders during the quarter ending June 30, 2024 based on the stock price conditions. The 2020 Convertible Senior Notes may be convertible in the future if the stock price condition is satisfied during future measurement periods or if another conversion condition is satisfied. On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2020 Convertible Senior Notes may convert all or any portion of their 2020 Convertible Senior Notes at any time, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the 2020 Indenture.

The conversion rate for the 2020 Convertible Senior Notes is initially 11.7457 shares of common stock per $1,000 principal amount of 2020 Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $85.14 per share of common stock. The conversion rate for the 2020 Convertible Senior Notes is subject to adjustment under certain circumstances in accordance with the terms of the 2020 Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 2020 Convertible Senior Notes or if we deliver a notice of redemption in respect of the 2020 Convertible Senior Notes, we will, in certain circumstances, increase the conversion rate of the 2020 Convertible Senior Notes for a holder who elects to convert its 2020 Convertible Senior Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the 2020 Indenture), as the case may be.

We may redeem for cash all or any portion of the 2020 Convertible Senior Notes, at our option, 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 2020 Convertible Senior 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 2020 Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2020 Convertible Senior Notes. If we elect to redeem less than all of the 2020 Convertible Senior Notes, at least $75.0 million aggregate principal amount of 2020 Convertible Senior 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 2020 Indenture), then, except as set forth in the 2020 Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their 2020 Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2020 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2020 Convertible Senior Notes were historically 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 2020 Convertible Senior 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. 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 2020 Convertible Senior Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the 2020 Convertible Senior Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

The net carrying amount of the liability component of the 2020 Convertible Senior Notes is as follows (in thousands):


	March 31, 2024		December 31, 2023
Principal	$	230,000	$	230,000

Minus: Unamortized issuance costs	(2,130)		(2,496)
Net carrying amount of the liability component	$	227,870	$	227,504

Interest expense recognized related to the 2020 Convertible Senior Notes is as follows (in thousands):


	Three Months Ended March 31,
	2024			2023
Contractual interest expense (due in cash)	$	575		$	575

Amortization of debt issuance costs	365			365
Total interest expense related to the 2020 Convertible Senior Notes	$	940		$	940
Effective interest rate	1.64		%	1.64		%

Capped Call Transactions

In connection with the issuance of the 2020 Convertible Senior Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial Note purchasers and certain other financial institutions. The Capped Calls are intended to reduce potential dilution to our common stock upon any conversion of 2020 Convertible Senior Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2020 Convertible Senior 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 condensed 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 2020 Convertible Senior Notes. The Capped Calls have an initial cap price of $128.51 per share, subject to certain adjustments.

2018 Loan Facility

In April 2022, we amended our loan facility with Pacific Western Bank (the "2018 Loan Facility") to increase the capacity of our asset-backed revolving line of credit (the "2018 Line of Credit") from $50.0 million to $60.0 million with an option to increase to $75.0 million upon syndication. This amendment also extended the maturity date of the 2018 Loan Facility from December 31, 2022 to April 29, 2024, and further stated that if we had positive Adjusted EBITDA by December 31, 2023, we could extend the maturity date of the loan to April 29, 2025. Additionally with this amendment, the former cash covenant, as described below, was removed and was replaced with a requirement to maintain a minimum level of Adjusted Contribution and a minimum adjusted cash of $25.0 million, which is reduced by eligible accounts receivable in excess of the loan capacity. In November 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude U.K. accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50% and adjusted the required minimum level of Adjusted Contribution. In February 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. In May 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement. In February 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%. We also confirmed the extension of the maturity date of the loan to April 29, 2025.

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

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

As of March 31, 2024, we had borrowed $30.0 million, which we paid down subsequent to March 31, 2024. Interest on advances under the 2018 Line of Credit bore an interest rate equal to the prime rate plus 0.25%. During the three months ended March 31, 2024, we incurred approximately $0.7 million of interest expense associated with the 2018 Loan Facility. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment. As of March 31, 2024, we had $29.5 million of unused available borrowings under our 2018 Line of Credit. We believe we are in compliance with all financial covenants as of March 31, 2024.

- 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.

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+ Details

DEBT AND FINANCING ARRANGEMENTS - Net Carrying Amount of Liability Component (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Net carrying amount of the liability component	$ 257,870	$ 257,504
2020 Convertible Senior Notes
Debt Instrument [Line Items]
Principal	230,000	230,000
Minus: Unamortized issuance costs	2,130	2,496
Net carrying amount of the liability component	$ 227,870	$ 227,504

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

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

+ References + Details

GOODWILL AND ACQUIRED INTANGIBLES - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 277,202,000		$ 277,202,000
Amortization expense	2,800,000	$ 3,500,000
United Kingdom
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 0

- Definition

+ References + Details

OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION	OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION Cardlytics, Inc. (“we,” “our,” “us,” the “Company,” or “Cardlytics”) is a Delaware corporation and was formed on June 26, 2008. Our company's mission is to make commerce smarter and rewarding for everyone. We work to accomplish this mission by operating an advertising platform within our own and our partners' digital channels, which includes online, mobile applications, email and various real-time notifications (the "Cardlytics platform"). We also operate a customer data platform that utilizes point-of-sale ("POS") data, including product-level purchase data, to enable marketers to perform analytics and targeted loyalty marketing and also measure the impact of their marketing (the "Bridg platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. The partners for the Bridg platform are predominantly merchants ("merchant data partners") that provide us with access to their POS data, including product-level purchase data. By applying advanced analytics to the purchase data we receive, we make it actionable, helping marketers reach potential buyers at scale and measure the true sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including retail, restaurant, travel and entertainment, direct-to-consumer, and grocery and gas. Using our purchase intelligence, we enable marketers to reach potential customers across our network of FI partners through their digital banking accounts and present them relevant offers to save money when they are thinking about their finances. We also operate through (1) Dosh Holdings, LLC, a wholly owned and operated subsidiary in the United States and (2) Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales. Unaudited Interim Results The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2023. Equity Distribution Agreement On January 29, 2024, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on February 9, 2024. This shelf registration statement, which includes a base prospectus, allows us to offer and sell up to a maximum aggregate offering amount of $100.0 million of our registered common stock, preferred stock, debt securities, warrants, or any combination of securities described in the prospectus in one or more offerings. On March 18, 2024, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Evercore Group L.L.C., BofA Securities, Inc. and Cantor Fitzgerald & Co., as sales agents, pursuant to which we may issue and sell, from time to time, shares of our common stock up to a maximum aggregate offering amount of $50.0 million in “at-the-market” offerings (the “ATM Offering Program”). On March 18, 2024, we sold 3,907,600 shares of our common stock at a weighted average price per share of $12.80, for aggregate net proceeds of $48.3 million after deducting commissions and estimated offering expenses payable by us, pursuant to the Equity Distribution Agreement and completed the ATM Offering Program. Divestitures On December 7, 2023, we sold and transferred substantially all of the assets of HSP EPI Acquisition, LLC, a wholly-owned subsidiary ("Entertainment"), for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustment. Contingent Consideration for the Acquisition of Bridg As part of our acquisition of Bridg and pursuant to the terms of the Agreement and Plan of Merger dated as of April 12, 2021, as amended (the "Merger Agreement"), we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg (as defined in the Merger Agreement), respectively. As of December 31, 2023, we had paid the First Anniversary Payment Amount consisting of $50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits. On January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, pursuant to which we agreed to pay $25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses. Pursuant to the Settlement Agreement we paid the Stockholder Representative $20.0 million in cash on January 26, 2024 and we issued 3,600,000 shares of our common stock on February 1, 2024. The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025, which are presented in our consolidated balance sheet as current and long-term contingent consideration. Refer to Refer to Note 9—Fair Value Measurements and Refer to Note 10—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Bridg, valuation of contingent consideration for Bridg, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates. Macroeconomic Considerations Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including the changes in inflation, the U.S. Federal Reserve raising interest rates, disruptions in access to bank deposits or lending commitments due to bank failures, the Russia-Ukraine war and the Middle East conflict have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on advertising, which may impact our business and our customers’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition and operating results, see the section titled "Risk Factors.

GOODWILL AND ACQUIRED INTANGIBLES

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND ACQUIRED INTANGIBLES

Goodwill

Goodwill is tested annually for impairment, unless certain triggering events require an interim impairment analysis, including macroeconomic conditions, industry and market considerations, costs factors, overall financial performance, and other relevant entity-specific events and changes. These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. Our reporting units consist of the Cardlytics platform in the U.S., the Cardlytics platform in the U.K. and the Bridg platform. There is no goodwill recorded within the Cardlytics platform in the U.K.

There have been no changes to the carrying amounts of goodwill since December 31, 2023. The carrying amounts of goodwill as of March 31, 2024 are as follows (in thousands):


	Cardlytics Platform		Bridg Platform		Consolidated


Goodwill	$	159,429	$	117,773	$	277,202

We have assessed the triggering events criteria along with related conditions and developments as of March 31, 2024. We have determined that none of the conditions collectively constitute a triggering event. As such, we have determined that it is not more likely than not that the carrying values of our reporting units exceed their respective fair values, and an impairment test was not required as of March 31, 2024. However, future changes in assumptions or deterioration in market conditions could result in an impairment.

Acquired Intangibles

We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. Prior to the quantitative goodwill impairment test, we evaluated the recoverability of these long-lived assets for our asset groups. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or other determinants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value.

2024 Acquired Intangibles

Acquired intangible assets subject to amortization as of March 31, 2024 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Remaining Useful Life
	(in thousands)						(in years)

Developed technology	64,070		(36,521)		27,549		3.1
Merchant relationships	25,915		(21,320)		4,595		2.1


Total other intangible assets	$	89,985	$	(57,841)	$	32,144

2023 Acquired Intangibles

Acquired intangible assets subject to amortization as of December 31, 2023 were as follows:


	Gross Carrying Amount		Accumulated Amortization		Divestiture of Entertainment		Net		Weighted Average Remaining Useful Life
	(in thousands)								(in years)
Trade name	$	2,315	$	(1,802)	$	(513)	$	—	0.0
Developed technology	64,070		(33,838)		(449)		29,783		3.4
Merchant relationships	25,915		(16,784)		(3,985)		5,146		2.4


Total other intangible assets	$	92,300	$	(52,424)	$	(4,947)	$	34,929

Amortization expense of acquired intangibles during the three months ended March 31, 2024 and 2023 was $2.8 million and $3.5 million, respectively.

As of March 31, 2024, we expect amortization expense in future periods to be as follows (in thousands):


	Amount
2024 (remaining nine months)	8,338
2025	11,117
2026	9,674
2027	3,015

Thereafter	—
Total expected future amortization expense	$	32,144

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		33,477
Beginning balance at Dec. 31, 2022	$ 211,605	$ 9	$ 1,182,568	$ 5,598	$ (976,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	8,381		8,381
Settlement of restricted stock (in shares)		168
Other comprehensive income (loss)	(1,274)			(1,274)
Net Income (Loss)	13,608				13,608
Ending balance (in shares) at Mar. 31, 2023		33,645
Ending balance at Mar. 31, 2023	232,320	$ 9	1,190,949	4,324	(962,962)
Beginning balance (in shares) at Dec. 31, 2023		39,728
Beginning balance at Dec. 31, 2023	134,798	$ 9	1,243,594	2,467	(1,111,272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		3
Stock Issued During Period, Value, Stock Options Exercised	5		5
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	$ 12,256		12,256
Settlement of restricted stock (in shares)		943
Issuance of common stock, net of issuance costs - Settlement Agreement (as defined below) (in shares)	3,592
Issuance of common stock, net of issuance costs - Settlement Agreement (as defined below)	$ 27,451
Issuance of common stock, net of issuance costs - ATM Offering Program (as defined below) (in shares)	3,908
Issuance of common stock, net of issuance costs - ATM Offering Program (as defined below)	$ 48,322
Other comprehensive income (loss)	580			580
Net Income (Loss)	(24,275)				(24,275)
Ending balance (in shares) at Mar. 31, 2024		48,174
Ending balance at Mar. 31, 2024	$ 199,137	$ 9	$ 1,331,628	$ 3,047	$ (1,135,547)

DEBT AND FINANCING ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Our debt consists of the following (in thousands):


	March 31, 2024		December 31, 2023
Line of Credit	$	30,000	$	30,000
2020 Convertible Senior Notes, net	227,870		227,504
Total debt	$	257,870	$	257,504

Convertible Debt

The net carrying amount of the liability component of the 2020 Convertible Senior Notes is as follows (in thousands):


	March 31, 2024		December 31, 2023
Principal	$	230,000	$	230,000

Minus: Unamortized issuance costs	(2,130)		(2,496)
Net carrying amount of the liability component	$	227,870	$	227,504

Interest expense recognized related to the 2020 Convertible Senior Notes is as follows (in thousands):


	Three Months Ended March 31,
	2024			2023
Contractual interest expense (due in cash)	$	575		$	575

Amortization of debt issuance costs	365			365
Total interest expense related to the 2020 Convertible Senior Notes	$	940		$	940
Effective interest rate	1.64		%	1.64		%

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Allocation of recognized period costs

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


	Three Months Ended March 31,
	2024		2023
Delivery costs	$	643	$	568
Sales and marketing expense	3,141		3,053
Research and development expense	3,950		4,085
General and administration expense	3,251		262
Total stock-based compensation expense	$	10,985	$	7,968

Summary of RSU activity

We grant restricted stock units ("RSUs") to certain 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		Weighted-Average Remaining Contractual Term (in years)	Unamortized Compensation Costs (in thousands)
Unvested — December 31, 2023	5,485	$	15.70	2.01	$	68,092
Granted	2,357	14.83
Vested	(941)	9.44
Forfeited	(132)	13.81
Unvested — March 31, 2024	6,769	$	16.31	1.92	$	89,251

GOODWILL AND ACQUIRED INTANGIBLES - Amortization expense schedule (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining nine months)	$ 8,338
2025	11,117
2026	9,674
2027	3,015
Thereafter	0
Net	$ 32,144	$ 34,929

DEBT AND FINANCING ARRANGEMENTS - Summary of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Line of Credit	$ 30,000	$ 30,000
2020 Convertible Senior Notes, net	227,870	227,504
Net carrying amount of the liability component	$ 257,870	$ 257,504

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net (Loss) Income	$ (24,275)	$ 13,608
Other Comprehensive (Loss) Income:
Foreign currency translation adjustments	580	(1,274)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total	$ (23,695)	$ 12,334

- Definition

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

+ References

+ Details

OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions	Mar. 18, 2024 USD ($) $ / shares shares	Jan. 29, 2024 USD ($)	Dec. 07, 2023 USD ($)	Jan. 26, 2024 USD ($) shares	Jan. 25, 2024 USD ($) tranche shares	Dec. 31, 2023 USD ($) shares	Apr. 12, 2021 payment
Business Acquisition [Line Items]
Number of earnout payments \| payment							2
First anniversary, annualized recurring revenue, cash paid					$ 25.0	$ 50.1
Business acquisition, number of shares (in shares) \| shares				3,600,000	3,600,000	2,740,418
Settlement agreement, cash paid				$ 20.0	$ 25.0
Business acquisition, number of tranches \| tranche					2
Tranche One
Business Acquisition [Line Items]
Settlement agreement, cash paid					$ 3.0
Tranche Two
Business Acquisition [Line Items]
Settlement agreement, cash paid					$ 2.0
HSP EPI Acquisition, LLC \| Disposal group, disposed of by sale
Business Acquisition [Line Items]
Proceeds from divestiture of business			$ 6.0
Escrow deposit			$ 1.1
Equity Distribution Agreement
Business Acquisition [Line Items]
Sale of stock, maximum aggregate offering amount	$ 50.0	$ 100.0
Sale of stock, number of shares (in shares) \| shares	3,907,600
Share price (in USD per share) \| $ / shares	$ 12.80
Sale of stock, consideration received on transaction	$ 48.3

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

The computations of the numerators and denominators of diluted Net (Loss) Income per share are as follows (in thousands, except per share amounts):


	Three Months Ended March 31,
	2024		2023
Numerator:
Net (Loss) Income, basic	$	(24,275)	$	13,608
Plus: interest expense, net of tax attributable to assumed conversion of Convertible Senior Notes	—		940
Net (Loss) Income, diluted	$	(24,275)	$	14,548

Denominator:
Weighted-average common shares outstanding, basic	43,248		33,595
Plus: dilutive effect of assumed conversion of Convertible Senior Notes	—		2,701
Plus: dilutive effect of assumed conversion of restricted stock units	—		144
Plus: dilutive effect of assumed conversion of common stock options	—		2
Plus: dilutive effect of assumed issuance of common stock pursuant to the ESPP	—		285
Weighted-average common shares outstanding, diluted	43,248		36,727

Net (Loss) Income per share, basic	$	(0.56)	$	0.41
Net (Loss) Income per share, diluted	$	(0.56)	$	0.40

The following securities for the three months ended March 31, 2024 have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands):


			Three Months Ended March 31,
			2024

Common stock options			59
Convertible Senior Notes			2,701
Unvested restricted stock units			6,769
Common stock issuable pursuant to the ESPP			171

Subsequent Events (Details) $ / shares in Units, $ in Millions	Apr. 01, 2024 USD ($) numberOfDays $ / shares	Sep. 22, 2020 USD ($) numberOfDays $ / shares	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Subsequent Event [Line Items]
Debt instrument, face amount		$ 230.0
Stated percentage		1.00%
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Threshold consecutive trading days \| numberOfDays		10,000
Threshold percentage of stock price trigger		98.00%
Conversion price (in dollars per share) \| $ / shares		$ 85,140
Proceeds from convertible debt		$ 222.7
Conversion ratio		11.7457
2024 Convertible Senior Notes \| Convertible Debt
Subsequent Event [Line Items]
Conversion ratio	0.0554939
2024 Convertible Senior Notes \| Convertible Debt \| Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	$ 172.5
Stated percentage	4.25%
Debt instrument, face amount, additional principal available	$ 22.5
Conversion price (in dollars per share) \| $ / shares	$ 18.02
Proceeds from convertible debt	$ 169.3
2024 Convertible Senior Notes \| Convertible Debt \| Debt Conversion Terms One \| Subsequent Event
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Threshold trading days \| numberOfDays	20
Threshold consecutive trading days \| numberOfDays	30
Threshold percentage of stock price trigger	130.00%
2024 Convertible Senior Notes \| Convertible Debt \| Debt Conversion Terms Two \| Subsequent Event
Subsequent Event [Line Items]
Threshold consecutive trading days \| numberOfDays	10,000
Threshold percentage of stock price trigger	98.00%
Debt instrument, consecutive business days after threshold trading days	5 days
2020 Convertible Senior Notes \| Convertible Debt \| Subsequent Event
Subsequent Event [Line Items]
Debt instrument, repurchased face amount	$ 183.9

DEBT AND FINANCING ARRANGEMENTS - Interest Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Disclosure [Abstract]
Contractual interest expense (due in cash)	$ 575	$ 575
Amortization of debt issuance costs	365	365
Total interest expense related to the 2020 Convertible Senior Notes	$ 940	$ 940
Effective interest rate	1.64%	1.64%

BUSINESS COMBINATIONS	3 Months Ended
BUSINESS COMBINATIONS	Mar. 31, 2024
Business Combinations [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS AND DIVESTITURES Our historical acquisitions were accounted for as business combinations and the total purchase consideration of each was allocated to the net tangible and intangible assets and liabilities acquired based on their fair values on the acquisition dates with the remaining amounts recorded as goodwill. During the three months ended March 31, 2024 and 2023, we incurred no cost and a $1.7 million cost, respectively, in connection with our acquisition of Bridg due to the changes in the estimated brokerage fees and transaction bonuses and accounting for all true-ups and credits related to the acquisition of Bridg. These costs are included in acquisition, integration and divestiture cost on our condensed consolidated statements of operations. Divestitures On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustment.

REVENUE (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table summarizes Revenue from the Cardlytics platform by pricing model (in thousands):


	Three Months Ended March 31,
	2024		2023
Cost per Served Sale	$	40,031	$	39,270
Cost per Redemption	21,507		17,935
Other	695		1,825
Cardlytics Platform Revenue	$	62,233	$	59,030

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


	Three Months Ended March 31,
	2024		2023


Bridg Platform Revenue	$	5,375	$	5,301

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


Contract Balance Type	Consolidated Balance Sheets Location	March 31, 2024		December 31, 2023
Contract assets, current	Accounts receivable and contract assets, net	$	66	$	41

Total contract assets		$	66	$	41

Contract liabilities, current	Deferred Revenue	$	1,994	$	2,204
Contract liabilities, long-term	Long-term deferred Revenue	50		67
Total contract liabilities		$	2,044	$	2,271

COVER - shares	3 Months Ended
COVER - shares	Mar. 31, 2024	Apr. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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, Suite 4100
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		48,783,041
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001666071
Current Fiscal Year End Date	--12-31

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2024	Jan. 26, 2024	Jan. 25, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business acquisition, number of shares (in shares)		3,600,000	3,600,000	2,740,418
First anniversary, annualized recurring revenue, cash paid			$ 25.0	$ 50.1
Settlement agreement, cash paid		$ 20.0	25.0
Merger Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	$ 4.3
Broker fees and other costs	$ 0.3
Tranche One
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Settlement agreement, cash paid			3.0
Tranche Two
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Settlement agreement, cash paid			$ 2.0

FAIR VALUE MEASUREMENTS (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money Market Funds, at Carrying Value	$ 23,175
Cash and Cash Equivalents, Fair Value Disclosure	29,154
Fair Value, Inputs, Level 1
Cash and Cash Equivalents [Line Items]
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value	5,979
Fair Value, Inputs, Level 1 \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money Market Funds, at Carrying Value	23,175
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value	5,979
Cash and Cash Equivalents, Fair Value Disclosure	29,154
Fair Value, Inputs, Level 2 \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money Market Funds, at Carrying Value	0
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value	0
Cash and Cash Equivalents, Fair Value Disclosure	0
Fair Value, Inputs, Level 3 \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money Market Funds, at Carrying Value	0
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value	0
Cash and Cash Equivalents, Fair Value Disclosure	$ 0

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 28, 2023	Mar. 31, 2024	Mar. 31, 2023	Jan. 26, 2024	Jan. 25, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Payments to Suppliers		$ 2,400
Supply Commitment, Remaining Minimum Amount Committed		4,500	$ 1,300
Long-Term Purchase Commitment, Amount		17,000	$ 13,500
First anniversary ARR	$ 23,200
First anniversary, annualized recurring revenue, cash paid					$ 25,000	$ 50,100
Business acquisition, number of shares (in shares)				3,600,000	3,600,000	2,740,418
Financial Institution Share Commitment
Loss Contingencies [Line Items]
FI share commitment		$ 10,000

STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Shares (in thousands)
Unvested — Beginning balance (in shares)	5,485
Granted (in shares)	2,357
Vested (in shares)	(941)
Forfeited (in shares)	(132)
Unvested — Ending balance (in shares)	6,769	5,485
Weighted-Average Grant Date Fair Value
Unvested — Beginning balance (in usd per share)	$ 15.70
Granted (in usd per share)	14.83
Vested (in usd per share)	9.44
Forfeited (in usd per share)	13.81
Unvested — Ending balance (in usd per share)	$ 16.31	$ 15.70
Unvested, weighted-average remaining contractual term	1 year 11 months 1 day	2 years 3 days
Unvested, unamortized compensation costs	$ 89,251	$ 68,092

DEBT AND FINANCING ARRANGEMENTS - 2018 Loan Facility (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 30, 2022	Apr. 30, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Long-Term Line of Credit		$ 30,000		$ 30,000
Interest expense		940	$ 940
Unused borrowing capacity		$ 29,500
Lines of credit
Debt Instrument [Line Items]
Commitment fee percentage		0.15%
Revolving Credit Facility \| Lines of credit \| 2018 Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 60,000	$ 50,000
Line of credit facility, maximum borrowing capacity upon syndication						$ 75,000
Debt instrument, maximum borrowing, eligible accounts receivable, percentage	75.00%				50.00%	85.00%
Debt instrument, minimum adjusted cash						$ 25,000
Basis spread on variable rate	0.25%
Debt instrument, interest rate increase upon default, percentage	3.00%
Interest expense		$ 700

GOODWILL AND ACQUIRED INTANGIBLES - Other Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Jun. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 89,985		$ 92,300
Accumulated Amortization	(57,841)		(52,424)
Net	32,144		34,929
Bridge And Dosh Holdings Acquisitions
Finite-Lived Intangible Assets [Line Items]
Goodwill, Impaired, Accumulated Impairment Loss			(4,947)
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			2,315
Accumulated Amortization			(1,802)
Net			0
Weighted Average Remaining Useful Life		0 years
Goodwill, Impaired, Accumulated Impairment Loss			(513)
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	64,070		64,070
Accumulated Amortization	(36,521)		(33,838)
Net	$ 27,549		29,783
Weighted Average Remaining Useful Life	3 years 1 month 6 days	3 years 4 months 24 days
Goodwill, Impaired, Accumulated Impairment Loss			(449)
Merchant relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 25,915		25,915
Accumulated Amortization	(21,320)		(16,784)
Net	$ 4,595		5,146
Weighted Average Remaining Useful Life	2 years 1 month 6 days	2 years 4 months 24 days
Goodwill, Impaired, Accumulated Impairment Loss			$ (3,985)

FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Liabilities, Fair Value Disclosure [Abstract]
Long-term contingent consideration	$ 1,667	$ 4,162
Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Business Combination, Contingent Consideration, Liability, Current		39,398
Long-term contingent consideration		4,162
Liabilities, Fair Value Disclosure, Total		43,560
Fair Value, Inputs, Level 1 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Business Combination, Contingent Consideration, Liability, Current		0
Long-term contingent consideration		0
Liabilities, Fair Value Disclosure, Total		0
Fair Value, Inputs, Level 2 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Business Combination, Contingent Consideration, Liability, Current		0
Long-term contingent consideration		0
Liabilities, Fair Value Disclosure, Total		0
Fair Value, Inputs, Level 3 \| Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Business Combination, Contingent Consideration, Liability, Current		39,398
Long-term contingent consideration		4,162
Liabilities, Fair Value Disclosure, Total		$ 43,560

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 97,766	$ 91,830
Accounts receivable and contract assets, net	105,164	120,622
Other receivables	5,834	5,379
Prepaid expenses and other assets	9,491	6,097
Total current assets	218,255	223,928
Long-term assets:
Property and equipment, net	2,906	3,323
Right-of-use assets under operating leases, net	8,342	7,310
Intangible assets, net	32,218	35,003
Goodwill	277,202	277,202
Capitalized software development costs, net	27,005	24,643
Other long-term assets, net	3,023	2,735
Total assets	568,951	574,144
Current liabilities:
Accounts payable	3,974	4,425
Accrued liabilities:
Accrued compensation	8,091	11,662
Accrued expenses	4,317	9,587
Partner Share liability	35,536	48,867
Consumer Incentive liability	43,964	52,678
Deferred revenue	1,994	2,405
Current operating lease liabilities	2,079	2,127
Current contingent consideration	2,595	39,398
Total current liabilities	102,550	171,149
Long-term liabilities:
Convertible senior notes, net	227,870	227,504
Long-term operating lease liabilities	7,652	6,391
Long-term deferred revenue	51	67
Long-term debt	30,024	30,073
Long-term contingent consideration	1,667	4,162
Total liabilities	369,814	439,346
Stockholders’ equity:
Common stock, $0.0001 par value—100,000 shares authorized, 48,174 and 39,728 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	9	9
Additional paid-in capital	1,331,628	1,243,594
Accumulated Other Comprehensive Income (Loss), Net of Tax	3,047	2,467
Accumulated deficit	(1,135,547)	(1,111,272)
Total stockholders’ equity	199,137	134,798
Total liabilities and stockholders’ equity	$ 568,951	$ 574,144