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GOODWILL AND ACQUIRED INTANGIBLES | 12 Months Ended
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Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND ACQUIRED INTANGIBLES | GOODWILL AND ACQUIRED INTANGIBLES Goodwill Goodwill is tested annually for impairment, unless certain triggering events require an interim impairment analysis, including macroeconomic conditions, industry and market considerations, costs factors, overall financial performance, and other relevant entity-specific events and changes. These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. Our reporting units consist of the Cardlytics platform in the U.S., the Cardlytics platform in the U.K. and the Bridg platform. There is no goodwill recorded within the Cardlytics platform in the U.K. The changes in the carrying amount of goodwill for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):
| Cardlytics Platform |  | Bridg Platform |  | Consolidated
Balance as of December 31, 2023 | $ | 159,429 |  |  | $ | 117,773 |  |  | $ | 277,202 |
Goodwill impairment | — |  |  | (117,773) |  |  | (117,773) |
Balance as of December 31, 2024 | $ | 159,429 |  |  | $ | — |  |  | $ | 159,429 |
| Cardlytics Platform |  | Bridg Platform |  | Consolidated
Balance as of December 31, 2022 | $ | 164,430 |  |  | $ | 188,291 |  |  | $ | 352,721 |
Goodwill impairment | — |  |  | (70,518) |  |  | (70,518) |
Divestiture of Entertainment | (5,001) |  |  | — |  |  | (5,001) |
Balance as of December 31, 2023 | $ | 159,429 |  |  | $ | 117,773 |  |  | $ | 277,202 |
| Cardlytics Platform |  | Bridg Platform |  | Consolidated
Balance as of December 31, 2021 | $ | 205,690 |  |  | $ | 536,826 |  |  | $ | 742,516 |
Goodwill additions | 5,062 |  |  | — |  |  | 5,062 |
Measurement period adjustments | (60) |  |  | 1,445 |  |  | 1,385 |
Goodwill impairment | (46,262) |  |  | (349,980) |  |  | (396,242) |
Balance as of December 31, 2022 | $ | 164,430 |  |  | $ | 188,291 |  |  | $ | 352,721 |
We assessed the triggering events criteria along with related conditions and developments as of September 30, 2024, and we concluded that we had a triggering event as a result of a sustained decline in our stock price during the three months ended September 30, 2024. We, therefore, performed a quantitative impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform exceeded its fair value. As such, we recognized a goodwill impairment of $117.8 million for the Bridg platform. We performed our annual goodwill impairment test in the fourth quarter of 2024 and concluded that there was no impairment associated with the Cardlytics platform in the U.S. As of December 31, 2024, there is no remaining goodwill associated with the Bridg platform. We performed our annual impairment test as of October 1, 2023 and determined that the carrying value of the Bridg platform, which is comprised entirely of an acquired business exceeded its fair value, and we recognized a goodwill impairment of $70.5 million. On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment, and as a result, we reduced goodwill by $5.0 million, which is the amount of goodwill attributed to Entertainment. The reduction of goodwill is included as part of the determination of the Loss on Divestiture of $6.6 million in the consolidated statements of operations. In 2022, as a result of the sustained decline in our stock price, we determined that it was necessary to perform an interim impairment test for goodwill as of June 30, 2022. As a result of our interim impairment test, we determined that the carrying value of the Bridg platform exceeded its fair value, and consequently, we recognized a goodwill impairment of $83.1 million, with $455.1 million of goodwill remaining. As a result, the Bridg platform reporting unit had a fair value that is equal to its carrying value as of the June 30, 2022 valuation date. We performed our annual impairment test as of October 1, 2022 and determined that the carrying value of both the Cardlytics platform in the U.S. and the Bridg platform exceeded their respective fair values, and we recognized goodwill impairment of $313.1 million. The decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024, October 1, 2023, October 1, 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend that led to a sustained decline in our stock price. The method of determining fair values of the reporting units at September 30, 2024, October 1, 2023, October 1, 2022 and June 30, 2022 was the discounted cash flow method under the income approach, and to a lesser extent the market approach. The most significant assumptions utilized in the determination of the estimated fair values of the Bridg platform and the Cardlytics platform in the U.S. are the discount rate and forecasts of future revenues and cash flows. We prepared cash flow projections based on management's estimates of revenue growth rates and earnings growth rates for each reporting unit, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets. Acquired Intangibles We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. Prior to the quantitative goodwill impairment test, we evaluated the recoverability of these long-lived assets for our asset groups. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or other determinants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. 2024 Acquired Intangibles Acquired intangible assets subject to amortization as of December 31, 2024 were as follows:
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Impairment of intangible assets |  | Net |  | Weighted Average Remaining Useful Life
|  | (in thousands) |  | (in years)
Developed technology |  | 63,621 |  |  | (41,442) |  |  | (13,748) |  | 9,333.9 |  | 8,431 |  |  | 2.5
Merchant relationships |  | 21,930 |  |  | (18,989) |  |  | — |  | 3,491.91 |  | 2,941 |  |  | 1.4
Total other intangible assets |  | $ | 85,551 |  |  | $ | (60,432) |  |  | $ | (13,748) |  | 12,825.81 |  | $ | 11,371 |  |  |
Amortization expense of acquired intangibles for the year ended December 31, 2024 was $9.8 million. 2023 Acquired Intangibles Acquired intangible assets subject to amortization as of December 31, 2023 were as follows:
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Divestiture of Entertainment |  | Net |  | Weighted Average Remaining Useful Life
|  | (in thousands) |  | (in years)
Trade name |  | $ | 2,315 |  |  | $ | (1,802) |  |  | $ | (513) |  |  | $ | — |  |  | 0.0
Developed technology |  | 64,070 |  |  | (33,838) |  |  | (449) |  |  | 29,783 |  |  | 3.4
Merchant relationships |  | 25,915 |  |  | (16,784) |  |  | (3,985) |  |  | 5,146 |  |  | 2.4
Total other intangible assets |  | $ | 92,300 |  |  | $ | (52,424) |  |  | $ | (4,947) |  |  | $ | 34,929 |  |  |
Amortization expense of acquired intangibles for the year ended December 31, 2023 was $13.6 million. 2022 Acquired Intangibles Acquired intangible assets subject to amortization as of December 31, 2022 were as follows:
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Impairments of Intangible Assets |  | Net |  | Weighted Average Remaining Useful Life
|  | (in thousands) |  | (in years)
Trade name |  | $ | 3,500 |  |  | $ | (1,744) |  |  | $ | (1,185) |  |  | $ | 571 |  |  | 1.4
Developed technology |  | 91,700 |  |  | (24,882) |  |  | (27,630) |  |  | 39,188 |  |  | 3.6
Merchant relationships |  | 40,300 |  |  | (12,301) |  |  | (14,385) |  |  | 13,614 |  |  | 1.7
Partner relationships |  | 2,000 |  |  | (450) |  |  | (1,550) |  |  | — |  |  | 0.0
Card-linked subscriber user base |  | 17,000 |  |  | (5,355) |  |  | (11,645) |  |  | — |  |  | 0.0
Total other intangible assets |  | $ | 154,500 |  |  | $ | (44,732) |  |  | $ | (56,395) |  |  | $ | 53,373 |  |  |
Amortization expense of acquired intangibles for the year ended December 31, 2022 was $25.0 million. We have assessed the triggering events criteria along with related conditions and developments as of September 30, 2024. As a result of a triggering event in 2024 as discussed above, we performed an impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform Developed technology intangible asset exceeded its fair values. As such, we recognized an acquired intangible asset impairment of $13.7 million during the year ended December 31, 2024. In connection with our annual goodwill impairment assessment, in the fourth quarter of 2022, we also recorded impairments of intangible assets that are included in our Cardlytics platform in the U.S. segment, which primarily related to developed technology and customer relationship intangible assets from a previous acquisition. These intangible asset impairments totaled $56.4 million and are included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations. Our impairment analysis at September 30, 2024 and October 1, 2022 incorporated revised forecasts that took into account the continued slowdown in the global economy and decreased consumer spend during the quarter and expected impacts of these disruptions on our results in the near term. Given the significant level of uncertainty that currently exists, management applied several alternative scenarios for market and Company performance over the next several years to determine fair value. Other key assumptions were updated as appropriate, including the discount rate, which increased as a result of an increase in the equity risk premium, which was partially offset by a decrease in the risk-free rate. As of December 31, 2024, we expect amortization expense in future periods to be as follows (in thousands):
|  | Amount
2025 |  | 5,819 |
2026 |  | 4,348 |
2027 |  | 1,204 |
2028 |  | — |
Thereafter |  | — |
Total expected future amortization expense |  | $ | 11,371 |

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