LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

LEASES

Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2023 and 2027. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which were expired as of December 31, 2022.

We lease our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our reassessment included an increase in our Accrued expenses and other current liabilities of $11.6 million, a decrease to our long-term Operating lease obligations of $25.6 million, a decrease to our Right-of-use assets - operating leases, net of $9.5 million in the Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized.

In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. Prior to exercising our option to early terminate, the expiration of 600 West Chicago was January 31, 2026.

We sublease a portion of 600 West Chicago to Uptake, Inc., a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Uptake is contractually obligated to pay $2.5 million in future sublease payments, however, the collectability of our sublease income is not reasonably assured. Given the uncertainty of collectability of our sublease income, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. We have also subleased other office facilities under operating lease agreements with expirations in 2023 for future sublease income of $2.1 million.

The following summarizes right-of-use assets as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021
Right-of-use assets - operating leases	$	60,204	$	91,934
Right-of-use assets - finance leases (1)	—		3,299
Total right-of-use assets, gross	60,204		95,233
Less: accumulated depreciation and amortization	(48,077)		(46,041)
Right-of-use assets, net	$	12,127	$	49,192

(1)Right-of-use assets for finance leases are included in Property, equipment and software, net on the Consolidated Balance Sheet.

For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information

Due to actions taken under our 2020 Restructuring Pl an, we recognized impairment of $6.8 million and $16.0 million related to right-of-use assets - operating leases for the years ended December 31, 2021 and 2020, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information.

For the year ended December 31, 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price

required us to evaluate our long-lived assets for impairment, and we recognized impairment related to right-of-use assets - operating leases of $10.5 million and right-of-use assets - finance leases of $1.3 million within our International segment, which are presented in Long-lived asset impairments on the Consolidated Statements of Operations.

The following table summarizes our lease costs and sublease income for the years ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Financing lease cost:
Amortization of right-of-use assets	$	543	$	3,621	$	6,737
Interest on lease liabilities	12		120		522
Total finance lease cost	555		3,741		7,259
Operating lease cost (1)	20,880		25,346		30,870
Variable lease cost (2)	7,966		6,378		8,143
Short-term lease cost	57		83		313
Sublease income, gross (3)	(3,949)		(4,650)		(4,693)
Total lease cost	$	25,509	$	30,898	$	41,892

(1)Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $15.7 million and $5.2 million for the year ended December 31, 2022, $17.6 million and $7.8 million     for the year ended December 31, 2021 and $23.1 million and $7.8 million for the year ended December 31, 2020.

(2)Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $5.6 million and $2.4 million for the year ended December 31, 2022, $4.7 million and $1.7 million for the year ended December 31, 2021 and $7.0 million and $1.1 million for the year ended December 31, 2020.

(3)Sublease income, gross presented entirely as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2022 and December 31, 2021 and presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $1.2 million and $3.5 million for the year ended December 31, 2020.

As of December 31, 2022, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands):

	Operating Leases
2023	38,733
2024	6,640
2025	2,473
2026	437
2027	75
Thereafter	—
Total minimum lease payments	48,358
Less: Amount representing interest	(1,523)
Present value of net minimum lease payments	46,835
Less: Current portion of lease obligations	(37,525)
Total long-term lease obligations	$	9,310

As of December 31, 2022, we do not have any material non-cancelable operating lease commitments that have not yet commenced.

As of December 31, 2022 and 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows:

	December 31, 2022		December 31, 2021
Weighted-average lease term	1 year		3 years
Weighted-average discount rate	6.4	%	5.4	%

LEASES

LEASES

Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2023 and 2027. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which were expired as of December 31, 2022.

We lease our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our reassessment included an increase in our Accrued expenses and other current liabilities of $11.6 million, a decrease to our long-term Operating lease obligations of $25.6 million, a decrease to our Right-of-use assets - operating leases, net of $9.5 million in the Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized.

In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. Prior to exercising our option to early terminate, the expiration of 600 West Chicago was January 31, 2026.

We sublease a portion of 600 West Chicago to Uptake, Inc., a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Uptake is contractually obligated to pay $2.5 million in future sublease payments, however, the collectability of our sublease income is not reasonably assured. Given the uncertainty of collectability of our sublease income, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. We have also subleased other office facilities under operating lease agreements with expirations in 2023 for future sublease income of $2.1 million.

The following summarizes right-of-use assets as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021
Right-of-use assets - operating leases	$	60,204	$	91,934
Right-of-use assets - finance leases (1)	—		3,299
Total right-of-use assets, gross	60,204		95,233
Less: accumulated depreciation and amortization	(48,077)		(46,041)
Right-of-use assets, net	$	12,127	$	49,192

(1)Right-of-use assets for finance leases are included in Property, equipment and software, net on the Consolidated Balance Sheet.

For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information

Due to actions taken under our 2020 Restructuring Pl an, we recognized impairment of $6.8 million and $16.0 million related to right-of-use assets - operating leases for the years ended December 31, 2021 and 2020, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information.

For the year ended December 31, 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price

required us to evaluate our long-lived assets for impairment, and we recognized impairment related to right-of-use assets - operating leases of $10.5 million and right-of-use assets - finance leases of $1.3 million within our International segment, which are presented in Long-lived asset impairments on the Consolidated Statements of Operations.

The following table summarizes our lease costs and sublease income for the years ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Financing lease cost:
Amortization of right-of-use assets	$	543	$	3,621	$	6,737
Interest on lease liabilities	12		120		522
Total finance lease cost	555		3,741		7,259
Operating lease cost (1)	20,880		25,346		30,870
Variable lease cost (2)	7,966		6,378		8,143
Short-term lease cost	57		83		313
Sublease income, gross (3)	(3,949)		(4,650)		(4,693)
Total lease cost	$	25,509	$	30,898	$	41,892

(1)Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $15.7 million and $5.2 million for the year ended December 31, 2022, $17.6 million and $7.8 million     for the year ended December 31, 2021 and $23.1 million and $7.8 million for the year ended December 31, 2020.

(2)Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $5.6 million and $2.4 million for the year ended December 31, 2022, $4.7 million and $1.7 million for the year ended December 31, 2021 and $7.0 million and $1.1 million for the year ended December 31, 2020.

(3)Sublease income, gross presented entirely as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2022 and December 31, 2021 and presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $1.2 million and $3.5 million for the year ended December 31, 2020.

As of December 31, 2022, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands):

	Operating Leases
2023	38,733
2024	6,640
2025	2,473
2026	437
2027	75
Thereafter	—
Total minimum lease payments	48,358
Less: Amount representing interest	(1,523)
Present value of net minimum lease payments	46,835
Less: Current portion of lease obligations	(37,525)
Total long-term lease obligations	$	9,310

As of December 31, 2022, we do not have any material non-cancelable operating lease commitments that have not yet commenced.

As of December 31, 2022 and 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows:

	December 31, 2022		December 31, 2021
Weighted-average lease term	1 year		3 years
Weighted-average discount rate	6.4	%	5.4	%

LEASES

LEASES

Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2023 and 2027. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which were expired as of December 31, 2022.

We lease our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our reassessment included an increase in our Accrued expenses and other current liabilities of $11.6 million, a decrease to our long-term Operating lease obligations of $25.6 million, a decrease to our Right-of-use assets - operating leases, net of $9.5 million in the Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized.

In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. Prior to exercising our option to early terminate, the expiration of 600 West Chicago was January 31, 2026.

We sublease a portion of 600 West Chicago to Uptake, Inc., a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Uptake is contractually obligated to pay $2.5 million in future sublease payments, however, the collectability of our sublease income is not reasonably assured. Given the uncertainty of collectability of our sublease income, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. We have also subleased other office facilities under operating lease agreements with expirations in 2023 for future sublease income of $2.1 million.

The following summarizes right-of-use assets as of December 31, 2022 and 2021 (in thousands):

	December 31, 2022		December 31, 2021
Right-of-use assets - operating leases	$	60,204	$	91,934
Right-of-use assets - finance leases (1)	—		3,299
Total right-of-use assets, gross	60,204		95,233
Less: accumulated depreciation and amortization	(48,077)		(46,041)
Right-of-use assets, net	$	12,127	$	49,192

(1)Right-of-use assets for finance leases are included in Property, equipment and software, net on the Consolidated Balance Sheet.

For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information

Due to actions taken under our 2020 Restructuring Pl an, we recognized impairment of $6.8 million and $16.0 million related to right-of-use assets - operating leases for the years ended December 31, 2021 and 2020, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges, for more information.

For the year ended December 31, 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price

required us to evaluate our long-lived assets for impairment, and we recognized impairment related to right-of-use assets - operating leases of $10.5 million and right-of-use assets - finance leases of $1.3 million within our International segment, which are presented in Long-lived asset impairments on the Consolidated Statements of Operations.

The following table summarizes our lease costs and sublease income for the years ended December 31, 2022, 2021 and 2020 (in thousands):

	Year Ended December 31,
	2022		2021		2020
Financing lease cost:
Amortization of right-of-use assets	$	543	$	3,621	$	6,737
Interest on lease liabilities	12		120		522
Total finance lease cost	555		3,741		7,259
Operating lease cost (1)	20,880		25,346		30,870
Variable lease cost (2)	7,966		6,378		8,143
Short-term lease cost	57		83		313
Sublease income, gross (3)	(3,949)		(4,650)		(4,693)
Total lease cost	$	25,509	$	30,898	$	41,892

(1)Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $15.7 million and $5.2 million for the year ended December 31, 2022, $17.6 million and $7.8 million     for the year ended December 31, 2021 and $23.1 million and $7.8 million for the year ended December 31, 2020.

(2)Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $5.6 million and $2.4 million for the year ended December 31, 2022, $4.7 million and $1.7 million for the year ended December 31, 2021 and $7.0 million and $1.1 million for the year ended December 31, 2020.

(3)Sublease income, gross presented entirely as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2022 and December 31, 2021 and presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $1.2 million and $3.5 million for the year ended December 31, 2020.

As of December 31, 2022, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands):

	Operating Leases
2023	38,733
2024	6,640
2025	2,473
2026	437
2027	75
Thereafter	—
Total minimum lease payments	48,358
Less: Amount representing interest	(1,523)
Present value of net minimum lease payments	46,835
Less: Current portion of lease obligations	(37,525)
Total long-term lease obligations	$	9,310

As of December 31, 2022, we do not have any material non-cancelable operating lease commitments that have not yet commenced.

As of December 31, 2022 and 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows:

	December 31, 2022		December 31, 2021
Weighted-average lease term	1 year		3 years
Weighted-average discount rate	6.4	%	5.4	%