Ibotta Inc

Previous wording

Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Current wording

Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Previous wording

(1)See section “Performance Metrics and Non-GAAP Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.

Current wording

(1)See Performance Metrics and Non-GAAP Measures for more information and reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, D2C redemptions were approximately 28.6 million and 35.5 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, D2C redemptions were approximately 56.2 million and 67.2 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, D2C redemptions were approximately 31.6 million and 37.9 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, D2C redemptions were approximately 87.8 million and 105.0 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, our third-party publisher redemptions were approximately 52.1 million and 15.7 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, our third-party publisher redemptions were approximately 95.9 million and 27.3 million, respectively. This growth was primarily driven by the expansion of the Walmart program, which initially launched in the third quarter of 2022 to members of Walmart’s paid membership program, Walmart+, and expanded to all Walmart customers with a Walmart.com account in the third quarter of 2023. In addition, Dollar General launched in the third quarter of 2023, and Family Dollar launched in the second quarter of 2024.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, our third-party publisher redemptions were approximately 65.8 million and 30.0 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, our third-party publisher redemptions were approximately 161.7 million and 57.3 million, respectively. This growth was primarily driven by the expansion of the Walmart program, which initially launched in the third quarter of 2022 to members of Walmart’s paid membership program, Walmart+, and expanded to all Walmart customers with a Walmart.com account in September 2023. In addition, Dollar General launched in the third quarter of 2023 and Family Dollar launched in the second quarter of 2024.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, total redemptions were 80.7 million and 51.2 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, total redemptions were 152.2 million and 94.5 million, respectively.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, total redemptions were 97.4 million and 67.9 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, total redemptions were 249.5 million and 162.3 million, respectively.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, D2C redeemers were 1.8 million and 1.9 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, D2C redeemers were 1.9 million and 1.9 million, respectively.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, D2C redeemers were 1.9 million and 2.1 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, D2C redeemers were 1.9 million and 2.0 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, third-party publisher redeemers were approximately 11.9 million and 3.4 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, third-party publisher redeemers were approximately 11.2 million and 3.1 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was primarily driven by the expansion of the Walmart program, which initially launched in the third quarter of 2022 to members of Walmart’s paid membership program, Walmart+, and expanded to all Walmart customers with a Walmart.com account in the third quarter of 2023. In addition, Dollar General launched in the third quarter of 2023, and Family Dollar launched in the second quarter of 2024.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, third-party publisher redeemers were approximately 13.4 million and 7.2 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, third-party publisher redeemers were approximately 11.9 million and 4.4 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was primarily driven by the expansion of the Walmart program, which initially launched in the third quarter of 2022 to members of Walmart’s paid membership program, Walmart+, and expanded to all Walmart customers with a Walmart.com account in September 2023. In addition, Dollar General launched in the third quarter of 2023 and Family Dollar launched in the second quarter of 2024.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, total redeemers were approximately 13.7 million and 5.3 million, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, total redeemers were approximately 13.1 million and 5.0 million, respectively.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, total redeemers were approximately 15.3 million and 9.4 million, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, total redeemers were approximately 13.8 million and 6.4 million, respectively.

Previous wording

Forthe three months ended June 30, 2024 compared to the same period in 2023, D2C redemptions per redeemer were approximately 15.9 and 18.3, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, D2C redemptions per redeemer were approximately 30.2 and 34.5, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

Forthe three months ended September 30, 2024 compared to the same period in 2023, D2C redemptions per redeemer were approximately 16.5 and 17.9, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, D2C redemptions per redeemer were approximately 46.7 and 52.5, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

Forthe three months ended June 30, 2024 compared to the same period in 2023, total redemptions per redeemer were approximately 5.9 and 9.6, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, total redemptions per redeemer were approximately 11.6 and 18.9, respectively.

Current wording

Forthe three months ended September 30, 2024 compared to the same period in 2023, total redemptions per redeemer were approximately 6.4 and 7.3, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, total redemptions per redeemer were approximately 18.0 and 25.2, respectively.

Previous wording

Redemption revenue per redemption is the redemption revenue divided by the number of redemptions. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption. In any period, our redemption revenue per redemption can fluctuate based on the category mix of offers being redeemed and the impact of inflation on a product’s MSRP. Category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Our fee is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted.

Current wording

Redemption revenue per redemption is the redemption revenue divided by the number of redemptions. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption. In any period, our redemption revenue per redemption can fluctuate based on the category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP). Category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Our fee is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted.

Previous wording

Forthe three months ended June 30, 2024 compared to the same period in 2023, D2C redemption revenue per redemptionwas $1.13 and$1.31, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, D2C redemption revenue per redemption was $1.16 and $1.19, respectively. This change was driven primarilybythe one-time breakage benefit of $9.4 million incurred during the three months ended June 30, 2023, as well as offer mix. See the Breakage Benefit section below for more details.

Current wording

Forthe three months ended September 30, 2024 compared to the same period in 2023, D2C redemption revenue per redemptionwas $1.05 and$1.15, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, D2C redemption revenue per redemption was

Previous wording

Forthe three months ended June 30, 2024 compared to the same period in 2023, third-party publisher redemption revenue per redemption was$0.80 and $0.75, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, third-party publisher redemption revenue per redemption was $0.80 and $0.74, respectively. This change was driven primarily by offer mix.

Current wording

Forthe three months ended September 30, 2024 compared to the same period in 2023, third-party publisher redemption revenue per redemption was$0.78 and $0.75, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, third-party publisher redemption revenue per redemption was $0.79 and $0.74, respectively. This change was driven primarily by offer mix.

Previous wording

For the three months ended June 30, 2024 compared to the same period in 2023, total redemption revenue per redemption was $0.92 and $1.14, respectively. For the six months ended June 30, 2024 compared to the same period in 2023, total redemption revenue per redemption was $0.93 and $1.06, respectively.

Current wording

For the three months ended September 30, 2024 compared to the same period in 2023, total redemption revenue per redemption was $0.87 and $0.97, respectively. For the nine months ended September 30, 2024 compared to the same period in 2023, total redemption revenue per redemption was $0.91 and $1.02, respectively.

Previous wording

We define Adjusted EBITDAas net (loss)income, adjusted to exclude interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, provision for income taxes, andother expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Current wording

We define Adjusted EBITDAas net income (loss), adjusted to exclude interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, provision for (benefit from) income taxes, andother expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net (loss) income and net (loss) income as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net income (loss) and net income (loss) as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance.

Previous wording

The following table provides a reconciliation ofnet (loss) income to Adjusted EBITDA andnet (loss) income margin to Adjusted EBITDA Margin for each of the periods presented (in thousands, except percentages):

Current wording

The following table provides a reconciliation ofnet income (loss) to Adjusted EBITDA andnet income (loss) margin to Adjusted EBITDA Margin for each of the periods presented (in thousands, except percentages):

Previous wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended June 30, 2024 and 2023 was $1.1 million and $0.8 million, respectively and for the six months ended June 30, 2024 and 2023 was $2.0 million and $1.7 million, respectively.

Current wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended September 30, 2024 and 2023 was $1.1 million and $1.0 million, respectively and for the nine months ended September 30, 2024 and 2023 was $3.1 million and $2.7 million, respectively.

Previous wording

In 2023, we made an update to fix a software error to correctly charge maintenance fees to all inactive D2C redeemers on a go-forward basis. This change resulted in a short-term benefit to U.S. GAAP revenue in 2023. For the three and six months ended June 30, 2023, the breakage benefit to revenue totaled $9.4 million and $10.6 million, respectively. There was no breakage benefit associated with the three and six months ended June 30, 2024.

Current wording

In 2023, we made an update to fix a software error to correctly charge maintenance fees to all inactive D2C redeemers on a go-forward basis. This change resulted in a short-term benefit to U.S. GAAP revenue in 2023. For the three and nine months ended September 30, 2023, the breakage benefit to revenue totaled $2.1 million and $12.7 million, respectively. There was no breakage benefit associated with the three and nine months ended September 30, 2024.

Previous wording

We expect that cost of revenue will increase as we continue to invest in our infrastructure and acquire new publishers and customers.

Current wording

We expect cost of revenue to increase as we continue to invest in our infrastructure and acquire new publishers and customers.

Previous wording

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, common stock warrant expense, self-funded user awards, net of the related breakage, B2B marketing, media spend, software licensing costs, market research, and public relations. Self-funded user awards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy. Personnel-related costs include salaries, stock-based compensation, bonuses, benefits, taxes, and travel.

Current wording

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, common stock warrant expense, self-funded user awards, net of the related breakage, media spend, B2B marketing, software licensing costs, market research, and public relations. Personnel-related costs include salaries, stock-based compensation, bonuses, benefits, taxes, and travel. Self-funded user awards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy.

Previous wording

We expect that sales and marketing may increase as we as we continue to invest in marketing efforts to increase engagement and brand awareness. However, we expect sales and marketing expenses to decrease as a percentage of total revenue over time due to growth in revenue from third-party publishers, although they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect sales and marketing to increase as we as we continue to invest in marketing efforts to increase engagement and brand awareness. However, we expect sales and marketing expenses to decrease as a percentage of total revenue over time due to growth in revenue from third-party publishers, although they may fluctuate as a percentage of total revenue from period to period.

Previous wording

We expect research and development may increase as we focus on further improvements to, and maintenance of, our platform. However, we expect our research and development expenses to decrease as a percentage of total revenue over time, although they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect research and development to increase as we focus on further improvements to, and maintenance of, our platform. However, we expect our research and development expenses to decrease as a percentage of total revenue over time, although they may fluctuate as a percentage of total revenue from period to period.

Previous wording

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, software licensing costs, professional fees for external legal, accounting and other consulting services, facilities costs, corporate insurance, bad debt, and taxes and licenses. Personnel-related costs include stock-based compensation, salaries, benefits, travel, bonuses, and taxes.

Current wording

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, software licensing costs, professional fees for external legal, accounting and other consulting services, facilities costs, corporate insurance, bad debt, and taxes and licenses. Personnel-related costs include stock-based compensation, salaries, benefits, bonuses, travel, and taxes.

Previous wording

We expect to increase the size of our general and administrative function to support the growth of our business and may incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC. In addition, as a public company, we expect to incur increased expenses such as insurance, investor relations, and professional services. As a result, we expect the dollar amount of our general and administrative expenses to increase. However, we expect our general and administrative expenses to decrease as a percentage of total revenue over time, although they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect to increase the size of our general and administrative function to support the growth of our business and expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC. In addition, as a public company, we expect to continue to incur increased expenses such as insurance, investor relations, and professional services. As a result, we expect the dollar amount of our general and administrative expenses to increase. However, we expect our general and administrative expenses to decrease as a percentage of total revenue over time, although they may fluctuate as a percentage of total revenue from period to period.

Previous wording

Interest income (expense), net consists of interest income earned on cash and cash equivalents, net of interest expense incurred on outstanding debt instruments.

Current wording

Interest income (expense), net consists of interest income earned on cash and cash equivalents, net of interest expense incurred on debt instruments.

Previous wording

Other expense, net consists primarily of the loss incurred upon extinguishment of the convertible notes derivative liability, gains and losses incurred on both the convertible notes derivative liability, and disposals of assets and leases and penalties.

Current wording

Other expense, net consists primarily of the loss incurred upon extinguishment of the convertible notes, gains and losses incurred on the convertible notes derivative liability and disposals of assets, and penalties.