Cardlytics, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
CDLX$1.95-11.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001666071-25-000069
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001666071-25-000126
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 157 current paragraphs.
103 unchanged; 33 reworded; 17 added; 3 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 27 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
In the near term, we expect our Billings to decrease compared to applicable prior year periods, primarily related to our largest FI partner recently restricting us from publishing offers for certain marketers on its channels. We expect that these restrictions will impact our ability to grow marketing budgets for these selected advertisers, and in many cases will cause the marketing budgets for these selected advertisers to decrease significantly. We intend to work with our other FI partners to shift such marketers to other channels.
Current report
Acquisition, Integration and Divestiture Costs
Current report
Acquisition costs primarily represent diligence efforts, legal and advisory costs, broker fees and insurance premiums. Integration costs primarily represent integration-related employee compensation, advisory costs and travel costs. Divestiture costs primarily represent legal and other professional fees.
Current report
The $6.4 million decrease in Revenue during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was comprised of a $6.3 million decrease in Billings and a less than $0.1 million increase in Consumer Incentives. Consumer Incentives increased as opposed to decrease in Billings during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due strategic decisions to drive incremental performance for our advertisers.
Current report
Total delivery costs decreased by $0.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Delivery costs excluding stock-based compensation and reduction in force decreased by $0.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, driven by a $0.5 million decrease in staff expense and $0.3 million decrease in data storage expense.
Current report
Total sales and marketing expense decreased by $4.1 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. Sales and marketing expenses excluding the impact of stock-based compensation and reduction in force decreased by $1.8 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024 primarily due to a$0.8 million decrease in staff expense, a$0.7 million decrease in marketing events and a$0.3 million decrease in travel expenses.
Current report
Total research and development expense decreased by$3.5 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. Research and development expense excluding stock-based compensation and reduction in force decreased by $1.2 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024, primarily due to a$1.2 million decrease in IT and desktop license expenses and a$0.2 million decrease in travel expenses, partially offset by a$0.2 million increase in professional fees.
Current report
Total general and administrative expense decreased by$4.0 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. General and administrative expense excluding stock-based compensation and reduction in force decreased by $2.7 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024, primarily due to a$1.9 million decrease in bad debt expenses, a$0.7 million decreases in legal fees,$0.5 million decrease in IT expenses, a$0.4 million decrease in professional fees and a$0.3 million decrease in travel expenses, partially offset by$1.0 million increase in staff expense and a$0.1 million increase in facility expense.
Current report
Stock-based compensation expense decreased by $7.4 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reduction in force during the six months ended June 30, 2025.
Current report
Reduction in Force
Current report
During thethree and six months ended June 30, 2025, we implemented certain cost savings measures and incurred one-time costs of approximately$1.5 million in connection with these measures.
Current report
Acquisition, integration and divestiture costs
Current report
During the three and six months ended June 30, 2024, we realized an expense of $0.2 million primarily 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.
Current report
Depreciation and amortization expense decreased by $0.3 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease in fixed assets.
Current report
Depreciation and amortization expense decreased by $0.2 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in fixed assets.
Current report
On August 5, 2025, we borrowed $50.0 million against the 2018 Line of Credit. Following this drawdown, $10.0 million of unused available borrowings remains available under our 2018 Line of Credit as of August 5, 2025.
Current report
On August 5, 2025, we borrowed $50.0 million against the 2018 Line of Credit. Following this drawdown, $10.0 million of unused available borrowings remains available under our 2018 Line of Credit as of August 5, 2025.
Removed paragraphs (3)
Previous report
The following table presents MQUs for the historical periods indicated:
Previous report
The following table presents ACPU for the historical periods indicated:
Previous report
Depreciation and amortization expense remained flat during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to amortization on capitalized assets.
Reworded paragraphs (33)
Previous wording
We define MQUs as targetable customers that have made a transaction using their account with an FI Partner or non-FI Partner in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics. We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers. As of January 1, 2025, we will no longer report Cardlytics Monthly Active Users given we do not receive equivalent user data from our newer bank partners. We have applied this change to our reporting for current and prior periods in this Quarterly Report on Form 10-Q.
Current wording
We define MQUs as targetable customers that have made a transaction using their account with an FI Partner or non-FI Partner in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics. We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.
Previous wording
During the three months ended March 31, 2025, Cardlytics MQUs increased by 23.7 million compared to the three months ended March 31, 2024 primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.S.
Current wording
During the three months ended June 30, 2025, Cardlytics MQUs increased by 35.6 million compared to the three months ended June 30, 2024 primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and new FI partners in the U.S.
Previous wording
We define ACPU as the Cardlytics platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period. We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs. We believe that ACPU measures the Cardlytics platform's efficiency in converting marketer budgets into the value generated by customer engagement. Beginning on March 31, 2025, we will no longer report Cardlytics Average Revenue per User. We have applied this change to our reporting for current and prior periods in this Quarterly Report on Form 10-Q.
Current wording
We define ACPU as the Cardlytics platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period. We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs. We believe that ACPU measures the Cardlytics platform's efficiency in converting marketer budgets into the value generated by customer engagement.
Previous wording
Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; loss (gain) on disposal or divestiture; and change in contingent consideration; and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; gain on debt extinguishment; acquisition, integration and divestiture costs (benefit); restructuring and reduction of force; income tax benefit; and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, and foreign currency (gain) loss are non-cash impacting. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA.
Current wording
Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; gain on debt extinguishment; acquisition, integration and divestiture costs; loss (gain) on disposal or divestiture; change in contingent consideration; reduction in force; and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; income tax benefit; and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, and foreign currency (gain) loss are non-cash impacting. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA.
Previous wording
We define Adjusted Net Loss as our Net Loss before stock-based compensation expense; foreign currency (gain) loss; amortization of acquired intangibles; loss (gain) on disposal or divestiture; change in contingent consideration; and, in applicable periods, certain other income and expense items, such as gain on debt extinguishment; acquisition, integration and divestiture costs (benefit); restructuring and reduction of force; impairment of goodwill and intangible assets and income tax benefit. We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted.
Current wording
We define Adjusted Net Loss as our Net Loss before stock-based compensation expense; foreign currency (gain) loss; gain on debt extinguishment; acquisition, integration and divestiture costs; amortization of acquired intangibles; loss (gain) on disposal or divestiture; change in contingent consideration; reduction in force; and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets and income tax benefit. We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted.
Previous wording
We define Free Cash Flow as net cash used in operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.
Current wording
We define Free Cash Flow as net cash provided by (used in) operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.
Previous wording
During the three months ended March 31, 2025, Billings decreased by$7.6 million compared to the three months ended March 31, 2024, primarily driven by a $12.8 million decrease in net sales to existing marketers, partially offset by an increase of $5.2 million in sales to new marketers.
Current wording
During the three months ended June 30, 2025, Billings decreased by$6.3 million compared to the three months ended June 30, 2024, primarily driven by a $8.6 million decrease in net sales to existing marketers, partially offset by an increase of $2.3 million in sales to new marketers.
Previous wording
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.5 million and $0.6 million during the three months ended March 31, 2025 and 2024, respectively.
Current wording
(1)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.5 million and $0.7 million during the three months ended June 30, 2025 and 2024, respectively. Stock-based compensation expense recognized in consolidated delivery costs totaled $1.0 million and $1.4 million during the six months ended June 30, 2025 and 2024, respectively.
Previous wording
Sales and marketing expense consists primarily of personnel costs of our sales, account management, marketing and analytics teams, including salaries, benefits, bonuses, commissions, stock-based compensation and payroll taxes. Sales and marketing expense also includes professional fees, marketing programs such as trade shows, marketing materials, public relations, sponsorships and other brand building expenses, as well as outsourcing costs, travel and entertainment expenses and company-funded consumer testing expenses for certain marketers that are not current customers. We expect that our sales and marketing expense will increase in absolute dollars over time as a result of hiring new sales representatives and as we invest to enhance our brand. Over time, we expect sales and marketing expenses will decline as a percentage of Revenue.
Current wording
Sales and marketing expense consists primarily of personnel costs of our sales, account management, marketing and analytics teams, including salaries, benefits, bonuses, commissions, stock-based compensation and payroll taxes. Sales and marketing expense also includes professional fees, marketing programs such as trade shows, marketing materials, public relations, sponsorships and other brand building expenses, as well as outsourcing costs, travel and entertainment expenses and company-funded consumer testing expenses for certain marketers that are not current customers. Over time, we expect sales and marketing expenses will decline as a percentage of Revenue.
Previous wording
Comparison of Three Months Ended March 31, 2025 and 2024
Current wording
Comparison of Three and Six Months Ended June 30, 2025 and 2024
Previous wording
The $5.7 million decrease in Revenue during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was comprised of a $7.6 million decrease in Billings and a $1.9 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to advertiser mix and lower billings than previous quarter.
Current wording
The $12.1 million decrease in Revenue during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was comprised of a $14.0 million decrease in Billings and a $1.9 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due strategic decisions to drive incremental performance for our advertisers.
Previous wording
Partner Share and other third-party costs decreased by$1.1 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily drivenby lower top line billings and changes in Partner mix.
Current wording
Partner Share and other third-party costs decreased by$6.2 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily drivenby lower top line billings and changes in Partner mix.
Previous wording
Total delivery costs increased by $1.1 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Delivery costs excluding stock-based compensation increased by $1.2 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven by $1.5 million increase in data storage expense, partially offset by a $0.2 million decrease in desktop software and data center expense and a $0.1 million decrease in staff expense.
Current wording
Total delivery costs increased by $0.3 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. Delivery costs excluding stock-based compensation and reduction in force increased by $0.5 million during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024, driven by a $1.2 million increase in data storage expense, partially offset by a $0.6 million decrease in staff expense and a $0.1 million decrease in desktop software.
Previous wording
Total sales and marketing expense decreased by $1.4 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Sales and marketing expenses excluding the impact of stock-based compensation decreased by $0.3 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to a $0.1 decrease in staff expense, $0.1 million decrease in training and subscription expenses, and $0.1 million decrease in travel expenses.
Current wording
Total sales and marketing expense decreased by $2.7 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Sales and marketing expenses excluding the impact of stock-based compensation and reduction in force decreased by $1.5 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to a$0.7 million decrease in staff expense, a$0.6 million decrease in marketing events and a$0.2 million decrease in travel expenses.
Previous wording
Total research and development expense decreased by$1.3 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Research and development expense excluding stock-based compensation decreased by $0.2 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a $0.7 million decrease in IT and desktop license expenses and $0.1 million decrease in travel expenses, partially offset by $0.6 million increase in staff expenses.
Current wording
Total research and development expense decreased by$2.2 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Research and development expense excluding stock-based compensation and reduction in force decreased by $1.1 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a$0.7 million decrease in staff expenses and a$0.5 million decrease in IT and desktop license expenses, partially offset by a$0.2 million increase in professional fees.
Previous wording
Total general and administrative expense decreased by$0.7 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. General and administrative expense excluding stock-based compensation decreased by $0.8 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a $0.9 million decrease in bad debt expenses, $0.4 million decrease in IT expenses, and $0.2 million decreases in legal fees, partially offset by $0.7 million increase in staff expense.
Current wording
Total general and administrative expense decreased by$3.2 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. General and administrative expense excluding stock-based compensation and reduction in force decreased by $1.9 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a$1.0 million decrease in bad debt expenses, a$0.5 million decreases in legal fees, a$0.5 million decrease in professional fees, a$0.2 million decrease in IT expenses and a$0.2 million decrease in travel expenses, partially offset by$0.4 million increase in staff expense and a$0.1 million increase in facility expense.
Previous wording
Stock-based compensation expense decreased by $2.3 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by higher forfeitures related to executive departures during the three months ended March 31, 2025.
Current wording
Stock-based compensation expense decreased by $5.1 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reduction in force during the three months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2025 we realized a expense of $0.1 million primarily related to interest accretion associated with the contingent consideration. During the three months ended March 31, 2024 we realized an expense of $5.8 million primarily due to the change in value of contingent consideration to the former Bridg shareholders. Refer to Note 8—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.
Current wording
During the three months ended June 30, 2025 we realized an expense of less than $0.1 million primarily related to interest accretion associated with the contingent consideration. During the three months ended June 30, 2024 we realized an expense of $5.8 million primarily due to the change in value of contingent consideration to the former Bridg shareholders. Refer to Note 8—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.
Previous wording
During the three months ended March 31, 2025 we realized a gain of $5.4 million primarily related to the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC on February 28, 2025. Refer to Note 1—Overview of Business and Basis of Presentation for more information.
Current wording
During the three months ended June 30, 2025, we realized a loss of $0.2 million related to the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC on February 28, 2025. During the six months ended June 30, 2025, we realized a gain of $5.2 million related to the derecognition of the wallet liability associated with the Dosh app. Refer to Note 1—Overview of Business and Basis of Presentation for more information.
Previous wording
Interest expense, net increased by $1.0 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in our interest expense related to our 2024 Convertible Senior Notes, partially offset by repayment of our 2018 Line of Credit. Refer to Note 6—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes.
Current wording
Interest expense, net increased by $0.4 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to a decrease in average cash balances that resulted in a decrease in interest income. Interest expense, net increased by $1.4 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to an increase in our interest expense related to our 2024 Convertible Senior Notes and a decrease in average cash balance that resulted in a decrease in interest income, partially offset by the repayment of our 2018 Line of Credit. Refer to Note 6—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes.
Previous wording
Foreign currency gain (loss) was a gain of $2.6 million during the three months ended March 31, 2025 compared to a loss of $0.6 million during the three months ended March 31, 2024, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Current wording
Foreign currency gain (loss) was a gain of $5.4 million during the three months ended June 30, 2025 compared to a gain of $0.1 million during the three months ended June 30, 2024, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Previous wording
Through March 31, 2025, we have incurred accumulated net losses of $1,313.9 million since inception, including net loss of $13.3 million for the three months ended March 31, 2025. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit and term loans.
Current wording
Through June 30, 2025, we have incurred accumulated net losses of $1,323.1 million since inception, including net loss of $9.3 million for the three months ended June 30, 2025. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit and term loans.
Previous wording
On April 1, 2024, we partially paid down the 2020 Convertible Senior Notes at prices below par and issued the 2024 Convertible Senior Notes (as defined below) with an aggregate principal amount of $172.5 million bearing an interest rate of 4.25% due on April 1, 2029 as described below. The remaining portion that was not paid down on the 2020 Convertible Senior Notes is due on September 15, 2025.
Current wording
On April 1, 2024, we partially paid down the 2020 Convertible Senior Notes at prices below par and issued the 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 as described below. The remaining portion of $46.1 million on the 2020 Convertible Senior Notes is due on September 15, 2025.
Previous wording
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
Current wording
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%.
Previous wording
In April 2024, we repaid in full $30.0 million of the principal balance of the 2018 Line of Credit. 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.
Current wording
In April 2024, we repaid in full $30.0 million of the principal balance of the 2018 Line of Credit. Interest on advances under the 2018 Line of Credit bore an interest rate equal to the prime rate plus 0.25%. During the six months ended June 30, 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.
Previous wording
In July 2024, we amended our 2018 Loan Facility, which increased the ability to borrow up to 85% of the amount of our U.S. eligible accounts receivable and 30% of the amount of our U.K. eligible accounts receivable, decreased our required minimum level of Adjusted EBITDA, and decreased the interest rate to prime rate plus 0.125%. The amendment also establishes a reserve in an amount equal to a percentage of the amount needed to retire the outstanding 2020 Convertible Notes. The amendment also includes extension of the maturity date of the loan to July 31, 2026.
Current wording
In July 2024, we amended our 2018 Loan Facility, which increased the ability to borrow up to 85% of the amount of our U.S. eligible accounts receivable and 30% of the amount of our U.K. eligible accounts receivable, decreased our required minimum level of Adjusted EBITDA, and decreased the interest rate to prime rate plus 0.125%. The amendment also establishes a reserve in an amount equal to a percentage of the amount needed to retire the outstanding 2020 Convertible Senior Notes. The amendment also included an extension of the maturity date of the loan to July 31, 2026.
Previous wording
In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document. In January 2025, we amended our 2018 Loan Facility to decrease our required minimum level of Adjusted EBITDA.
Current wording
In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document. In January 2025, we amended our 2018 Loan Facility to decrease our required minimum level of Adjusted EBITDA. In April 2025, we amended our 2018 Loan Facility to extend the maturity date of the loan to April 15, 2028.
Previous wording
Operating activities used $6.7 million of cash during the three months ended March 31, 2025, which reflected our Net Loss of $13.3 million, including $8.7 million of non-cash charges, offset by a $2.2 million change in our net operating assets and liabilities. The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense, amortization of right-of-use assets, amortization of financing costs charged to interest expense and credit losses expense. The change in our net operating assets and liabilities was primarily due to a $8.2 million decrease in our Consumer Incentive liability, a $3.9 million decrease in Partner Share liability and a $0.1 million increase in prepaid expenses and other assets, partially offset by a $1.9 million increase in other accrued expense, a $7.5 million decrease in accounts receivable and a $0.6 million increase in accounts payable. These fluctuations are primarily driven by the quarterly seasonality of our business.
Current wording
Operating activities used $5.5 million of cash during the six months ended June 30, 2025, which reflected our Net Loss of $22.6 million, including $19.4 million of non-cash charges, offset by a $2.5 million change in our net operating assets and liabilities. The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense, amortization of right-of-use assets, amortization of financing costs charged to interest expense and credit losses expense. The change in our net operating assets and liabilities was primarily due to a $4.2 million decrease in our Consumer Incentive liability, a $5.9 million decrease in Partner Share liability and a $1.8 million decrease in accounts payable and a $1.6 million increase in prepaid expenses and other assets, partially offset by a $0.9 million increase in other accrued expense, a $10.2 million decrease in accounts receivable. These fluctuations are primarily driven by the quarterly seasonality of our business.
Previous wording
Operating activities used $17.6 million of cash during the three months ended March 31, 2024, which reflected our Net Loss of $24.3 million, including $20.5 million of non-cash charges and a $5.8 million change in estimated contingent consideration, offset by a $19.6 million change in our net operating assets and liabilities. The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense, amortization of right-of-use assets, amortization of financing costs charged to interest expense and credit losses expense. The change in our net operating assets and liabilities was primarily due to a $8.7 million decrease in our Consumer Incentive liability, a $13.3 million decrease in Partner Share liability, a $7.6 million decrease in other accrued expense and a $3.5 million increase in prepaid expenses and other assets, partially offset by a $13.3 million decrease in accounts receivable and a $0.1 million increase in accounts payable. These fluctuations are primarily driven by the quarterly seasonality of our business.
Current wording
Operating activities used $13.2 million of cash during the six months ended June 30, 2024, which reflected our Net Loss of $28.5 million, including $29.7 million of non-cash charges, offset by a $14.4 million change in our net operating assets and liabilities. The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense, amortization of right-of-use assets, amortization of financing costs charged to interest expense and credit losses expense. The change in our net operating assets and liabilities was primarily due to a $7.2 million decrease in our Consumer Incentive liability, a $15.1 million decrease in Partner Share liability, a $7.3 million decrease in other accrued expense and a $0.4 million increase in prepaid expenses and other assets, partially offset by a $14.8 million decrease in accounts receivable and a $0.8 million increase in accounts payable. These fluctuations are primarily driven by the quarterly seasonality of our business.
Previous wording
Investing activities used $3.9 million and $4.7 million of cash during the three months ended March 31, 2025 and 2024, respectively. Our investing cash flows during the three months ended March 31, 2025 and 2024 primarily consisted of funds used for the purchases of technology hardware and capitalization of costs to develop internal-use software.
Current wording
Investing activities used $8.6 million and $9.4 million of cash during the six months ended June 30, 2025 and 2024, respectively. Our investing cash flows during the six months ended June 30, 2025 and 2024 primarily consisted of funds used for the purchases of technology hardware and capitalization of costs to develop internal-use software.
Previous wording
Financing activities used $3.0 million of cash during the three months ended March 31, 2025, which consisted of cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement.
Current wording
Financing activities used $5.1 million of cash during the six months ended June 30, 2025, which consisted of cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement.
Previous wording
Financing activities provided $28.3 million in cash during the three months ended March 31, 2024, consisted of anaggregate net proceeds of$48.6 million received pursuant to sales of our common stock in "at-the-market" offerings pursuant to the Equity Distribution Agreement, offset by$20.1 million in cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement.
Current wording
Financing activities provided $2.0 million in cash during the six months ended June 30, 2024, which consisted of aggregated net proceeds of $166.8 million proceeds from our issuance of the 2024 Convertible Senior Notes offering andaggregate net proceeds of$48.6 million received, pursuant to sales of our common stock in "at the market" offerings pursuant to the Equity Distribution Agreement, partially offset by a$169.3 million of principal payment of debt towards our 2020 Convertible Senior Notes, $30.0 million payment to the 2018 Line of Credit and $14.2 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit.
Previous wording
We believe that the assumptions and estimates associated with the evaluation of Revenue recognition criteria, including the determination of Revenue recognition as net versus gross in our Revenue arrangements, the assumptions used in the valuation models to determine the fair value of equity awards and stock-based compensation expense, the assumptions used both in the initial valuation and ongoing impairment analysis of goodwill and acquired intangible assets of Bridg and Entertainment and the assumptions required in determining any valuation allowance recorded against deferred tax assets have the greatest potential impact on our condensed consolidated financial statements.
Current wording
We believe that the assumptions and estimates associated with capitalized software development costs including determining if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, and evaluating the current stage of the project’s development, the assumptions used in the valuation models to determine the fair value of equity awards and stock-based compensation expense, the assumptions used both in the initial valuation and ongoing impairment analysis of goodwill and acquired intangible assets of Bridg and the assumptions required in determining any valuation allowance recorded against deferred tax assets have the greatest potential impact on our condensed consolidated financial statements.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
During the six months ended June 30, 2025, Billings decreased by$14.0 million compared to the six months ended June 30, 2024, primarily driven by a$27.0 million decrease in net sales to existing marketers, partially offset by an increase of$13.0 million in sales to new marketers.
Current report — wording carried from elsewhere
Partner Share and other third-party costs decreased by$7.2 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily drivenby lower top line billings and changes in Partner mix.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025 we realized an expense of $0.1 million primarily related to interest accretion associated with the contingent consideration. During the six months ended June 30, 2024 we realized an expense of less than $0.1 million primarily due to the change in value of contingent consideration to the former Bridg shareholders. Refer to Note 8—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.
Current report — wording carried from elsewhere
Foreign currency gain (loss) was a gain of $8.1 million during the six months ended June 30, 2025 compared to a loss of $0.5 million during the six months ended June 30, 2024, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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%.
Previous report — wording carried elsewhere
In April 2025, we amended our 2018 Loan Facility to extend the maturity date of the loan to April 15, 2028.