DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

Bridg Sale

As described in "Note 1—Overview of Business and Basis of Presentation," our Bridg business met the criteria to be classified as a held for sale disposal group and a discontinued operation during the three months ended March 31, 2026.

Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to us 1,810,222 shares of PAR’s common stock as consideration for the Bridg Sale. We recorded a gain on divestiture of $14.5 million for the three months ended March 31, 2026. We also recorded $2.0 million of divestiture costs for the three months ended March 31, 2026. The gain on divestiture and divestiture costs are presented as part of results of the discontinued operations. The results of operations for the Bridg business is reported as discontinued operations in the condensed consolidated statements of operations for all periods presented. This business was historically presented as its own reportable segment.

We have continuing involvement with PAR under a transition services agreement, through which we and PAR continue to provide certain services to each other for a period of 120 days following the Closing Date. There were no revenue or expenses associated with this agreement for the three months ended March 31, 2026.

The following table summarizes income (loss) from discontinued operations as presented in our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Revenue	$	4,175	$	5,463
Costs and expenses:
Partner Share and other third-party costs	589		346
Delivery costs	1,364		1,502
Sales and marketing expense	929		2,372
Research and development	552		1,428
General and administrative	3,460		835
Divestiture costs	2,031		—
Gain on divestiture	(14,543)		—
Depreciation and amortization expense	475		1,944
Income (loss) from discontinued operations	$	9,318	$	(2,964)

The following table summarizes assets and liabilities of discontinued operations as presented in our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 (in thousands):


	March 31, 2026		December 31, 2025
Accounts receivable, net	$	—	$	211
Other receivables	—		113
Other current assets	—		91
Current assets of discontinued operations	$	—	$	415

Property and equipment, net	—		94
Operating lease right-of-use assets	—		224
Intangible assets, net	—		5,553
Capitalized software development costs, net	—		5,209
Other long-term assets, net	—		83
Noncurrent assets of discontinued operations	$	—	$	11,163

Accounts payable	—		705
Accrued compensation	—		67
Accrued liabilities	—		600
Partner share liability	—		68
Deferred revenue	—		48
Current operating lease liabilities	—		169
Current liabilities of discontinued operations	$	—	$	1,657

Long-term deferred revenue	—		52
Long-term operating lease liabilities	—		39
Long-term liabilities of discontinued operations	$	—	$	91

The amounts presented above exclude Bridg’s cash, cash equivalents, and accounts receivable. As these assets were retained by the Company and not included in the divestiture, they have been excluded from the calculation of net assets divested in the transaction.

Bridg Acquired Intangibles

As described in "Note 1—Overview of Business and Basis of Presentation," a business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not further depreciated or amortized once such a determination is reached.

During the three months ended March 31, 2026, we assessed the Bridg disposal group for impairment and determined that the carrying value of the assets was not greater than the fair value as of the held for sale date. The fair value was determined using the agreed-upon sale price of the Bridg business less costs to sell.

Amortization expense of acquired intangibles during the three months ended March 31, 2026 and 2025 was $0.3 million and $1.5 million, respectively. We ceased depreciating and amortizing its long-lived assets for Bridg which primarily included acquired intangibles, capitalized software, and right-of-use assets as of the held for sale date, during the three months ended March 31, 2026.

Acquired intangible assets subject to amortization as of December 31, 2025 were as follows:


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

Developed technology	$	49,873	$	(45,055)	$	4,818	1.5
Merchant relationships	21,930		(21,195)		735		0.4


Total other intangible assets	$	71,803	$	(66,250)	$	5,553

Cash Flows

Cash flows related to discontinued operations are included in our condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025. The following table provides operating and investing cash flow information for our discontinued operation (in thousands):


	Three Months Ended March 31,
	2026		2025
Operating activities
Depreciation and amortization	$	475	$	1,944
Stock-based compensation expense	$	267	$	755
Investing activities
Capitalized software development costs	$	(356)	$	(578)
Non-cash investing activities
Common stock as consideration for the Bridg Sale	$	25,416	$	—

Cardlytics, Inc. 10-Q