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SEGMENTS | 9 Months Ended
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Sep. 30, 2024
Segment Reporting [Abstract] |
SEGMENTS | SEGMENTS As of September 30, 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 September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Cardlytics platform |  |  |  |  |  |  |
Revenue | $ | 61,110 |  |  | $ | 73,064 |  |  | $ | 187,343 |  |  | $ | 202,820 |
Minus: Partner Share and other third-party costs | 30,293 |  |  | 36,011 |  |  | 93,570 |  |  | 108,272 |
Adjusted Contribution | $ | 30,817 |  |  | $ | 37,053 |  |  | $ | 93,773 |  |  | $ | 94,548 |
Bridg platform |  |  |  |  |  |  |
Revenue | $ | 5,947 |  |  | $ | 5,941 |  |  | $ | 16,958 |  |  | $ | 17,217 |
Minus: Partner Share and other third-party costs | 382 |  |  | 133 |  |  | 906 |  |  | 426 |
Adjusted Contribution | $ | 5,565 |  |  | $ | 5,808 |  |  | $ | 16,052 |  |  | $ | 16,791 |
Consolidated |  |  |  |  |  |  |
Revenue | $ | 67,057 |  |  | $ | 79,005 |  |  | $ | 204,301 |  |  | $ | 220,037 |
Minus: Partner Share and other third-party costs | 30,675 |  |  | 36,144 |  |  | 94,476 |  |  | 108,698 |
Adjusted Contribution | $ | 36,382 |  |  | $ | 42,861 |  |  | $ | 109,825 |  |  | $ | 111,339 |
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. Management views Adjusted Contribution as the most relevant metric to measure the financial performance as it reflects the dollars we keep after all of our partners are paid. The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to Adjusted Contribution (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Adjusted Contribution | $ | 36,382 |  |  | $ | 42,861 |  |  | $ | 109,825 |  |  | $ | 111,339 |
Minus: |  |  |  |  |  |  |
Delivery costs | 7,830 |  |  | 7,012 |  |  | 21,664 |  |  | 20,451 |
Sales and marketing expense | 13,163 |  |  | 14,161 |  |  | 41,306 |  |  | 43,314 |
Research and development expense | 13,194 |  |  | 12,430 |  |  | 39,712 |  |  | 38,841 |
General and administration expense | 12,076 |  |  | 15,561 |  |  | 42,712 |  |  | 44,907 |
Acquisition, integration and divestiture benefit | — |  |  | 78 |  |  | 162 |  |  | (8,146) |
Change in contingent consideration | 100 |  |  | 8,281 |  |  | 110 |  |  | (15,045) |
Impairment of goodwill and intangible assets | 131,595 |  |  | — |  |  | 131,595 |  |  | — |
Depreciation and amortization expense | 6,970 |  |  | 5,990 |  |  | 19,749 |  |  | 19,765 |
Total other expense | (3,364) |  |  | 3,314 |  |  | (13,470) |  |  | 1,118 |
Loss before income taxes | $ | (145,182) |  |  | $ | (23,966) |  |  | $ | (173,715) |  |  | $ | (33,866) |
The following tables provide geographical information (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Revenue: |  |  |  |  |  |  |
United States | $ | 61,440 |  |  | $ | 74,798 |  |  | $ | 188,060 |  |  | $ | 208,523 |
United Kingdom | 5,617 |  |  | 4,207 |  |  | 16,241 |  |  | 11,514 |
Total | $ | 67,057 |  |  | $ | 79,005 |  |  | $ | 204,301 |  |  | $ | 220,037 |
| September 30, 2024 |  | December 31, 2023
Property and equipment, net: |  |  |
United States | $ | 2,791 |  |  | $ | 3,244 |
United Kingdom | 56 |  |  | 79 |
Total | $ | 2,847 |  |  | $ | 3,323 |
Capital expenditures within the United States totaled $0.8 million and zero for the nine months ended September 30, 2024 and 2023, respectively. Capital expenditures within the United Kingdom totaled less than $0.1 million for each period during the nine months ended September 30, 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 ended 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 nine months ended September 30, 2024 and 2023, our top five marketers accounted for 12% and 17% of our Revenue, respectively, with no marketer accounting for over 10%. As of September 30, 2024 and 2023, our top five marketers accounted for 20% 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 nine months ended September 30, 2024 and 2023 our top three FI partners combined to account for over 95% and 85% 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 combined to represent over 30% of Partner Share in each period. No other partner accounted for over 10% of Partner Share during these periods.

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- 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 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-15 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//280/tableOfContent Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 26 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-26 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 34 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-34 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-21 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-21 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32 + Details
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