0001595974-22-000059 | 10-Q | XBRL Viewer

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Other Balance Sheet Amounts - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable—seller	$ 845,460	$ 971,220
Accounts payable—trade	27,255	11,904
Accrued employee-related payables	14,870	16,230
Accrued holdback - indemnification claims	2,486	1,602
Total	$ 890,071	$ 1,000,956

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 978,217		$ 978,217		$ 969,873
Amortization expense of intangible assets	38,100	$ 42,200	115,300	$ 79,300
Impairment costs of abandoned technology		0	3,320	0
Capitalized computer software, amortization	0	$ 0	0	$ 0
Prepaid Expenses and Other Current Assets
Acquired Finite-Lived Intangible Assets [Line Items]
Capitalized cloud computing software, net	800		800		500
Other Noncurrent Assets
Acquired Finite-Lived Intangible Assets [Line Items]
Capitalized cloud computing software, net	$ 700		$ 700		$ 700

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Business Combinations - SpotX Purchase Consideration (Details) - SpotX, Inc - USD ($) $ in Thousands	Apr. 30, 2021	Feb. 04, 2021
Business Acquisition [Line Items]
Cash Consideration	$ 640,000	$ 560,000
Stock Consideration (Fair Value of Shares of Magnite common stock)	495,591
Working capital adjustment	65,152
Total purchase consideration	$ 1,200,743	$ 1,200,000

Debt - Maturities of Principle Amount of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Remaining 2022	$ 900
2023	3,600
2024	3,600
2025	3,600
2026	403,600
Thereafter	340,200
Total	755,500
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Total	392,073	$ 390,357
Term Loan B Facility \| Secured Debt
Debt Instrument [Line Items]
Total	$ 333,604	$ 333,266

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Secured Debt \| Term Loan B Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan fair value	$ 343,100
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	208,172	$ 7,869
Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Convertible notes	$ 304,100	$ 315,500

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Benefit for income taxes	$ (435)	$ (4,708)	$ (2,544)	$ (92,237)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Subsequent Events (Details) - USD ($) $ in Millions	Nov. 04, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Stock repurchase program, authorized amount		$ 50.0
Subsequent Events
Subsequent Event [Line Items]
Stock repurchase program, remaining authorized repurchase amount	$ 28.3

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fiscal Year
Remaining 2022	$ 34,369
2023	104,924
2024	87,294
2025	70,834
2026	24,695
Thereafter	431
Total	$ 322,547	$ 426,615

Merger, Acquisition, and Restructuring Costs (Tables)

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Merger and Restructuring Costs

The following table summarizes merger, acquisition, and restructuring cost activity (in thousands):


	Three Months Ended			Nine Months Ended
		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)
Professional services (investment banking advisory, legal and other professional services)		$	1,064	$	917	$	28,032
Personnel related (severance and one-time termination benefit costs)		1,312		1,227		6,176
Non-cash stock-based compensation (double-trigger acceleration and severance)		48		2,004		1,070
Impairment costs of abandoned technology		—		3,320		—
Loss contracts (lease related)		—		—		2,500
Total merger, acquisition, and restructuring costs		$	2,424	$	7,468	$	37,778


	(in thousands)
Accrued restructuring costs at December 31, 2021	$	2,742
Restructuring costs, personnel related and non-cash stock-based compensation	3,231
Restructuring costs, impairments	3,320

Cash paid for restructuring costs	(2,571)

Non-cash impairments	(3,320)
Non-cash stock-based compensation	(2,004)
Accrued restructuring costs at September 30, 2022	$	1,398

Revenue - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 871	$ 3,279	$ 3,475	$ 2,360
Allowance for doubtful accounts, merger and acquisition-assumed	0	425	0	835
Write-offs	(518)	(14)	(527)	(35)
Increase (decrease) in provision for expected credit losses	455	342	(2,227)	852
Recoveries of previous write-offs	0	0	87	20
Allowance for doubtful accounts, ending balance	$ 808	$ 4,032	$ 808	$ 4,032

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (usd per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (usd per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares, issued (in shares)	133,349,000	132,553,000
Common stock, shares, outstanding (in shares)	133,349,000	132,204,000
Treasury stock, common (in shares)	0	349,000

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn December 2021, the Company's Board of Directors approved a share repurchase program (the "Program") under which the Company was authorized to purchase up to $50.0 million of its common stock from December 10, 2021 through December 10, 2022. On November 4, 2022, the Board of Directors approved an extension of the Program through December 15, 2023. Subsequent to September 30, 2022, the Company has not repurchased additional shares through the Program, of which approximately $28.3 million remain available for future repurchases.

Revenue - Revenue Disaggregated by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 145,815	$ 131,871	$ 401,670	$ 307,127
United States
Disaggregation of Revenue [Line Items]
Revenue	113,851	104,633	310,870	237,844
International
Disaggregation of Revenue [Line Items]
Revenue	$ 31,964	$ 27,238	$ 90,800	$ 69,283

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long term debt as of September 30, 2022 and December 31, 2021 consisted of the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Convertible Senior Notes	$	400,000	$	400,000
Less: Unamortized debt issuance cost	(7,927)		(9,643)
Net	392,073		390,357
Term Loan B Facility	355,500		358,200
Less: Unamortized discount and debt issuance cost	(21,896)		(24,934)
Net	333,604		333,266
Less: Current portion	(3,600)		(3,600)
Total non-current debt	$	722,077	$	720,023

Schedule of Maturities of Long-term Debt

Maturities of the principal amount of the Company's long-term debt as of September 30, 2022 are as follows (in thousands):


Fiscal Year
Remaining 2022	$	900
2023	3,600
2024	3,600
2025	3,600
2026	403,600
Thereafter	340,200
Total	$	755,500

Amortization of the debt issuance cost and the discount associated with our indebtedness totaled $1.6 million and $4.8 million for the three and nine months ended September 30, 2022, respectively, and $1.6 million and $2.9 million for the three and nine months ended September 30, 2021, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. In addition, amortization of deferred financing costs was $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively. Deferred financing costs are included within prepaid expenses and other current assets and other assets, non-current assets.

Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2022 through 2026 is as follows (in thousands):


Fiscal Year	Debt Issuance Costs
Remaining 2022	$	572
2023	2,288
2024	2,288
2025	2,288
2026	491
Total	$	7,927

Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2022 through 2028 is as follows (in thousands):


Fiscal Year	Debt Discount		Debt Issuance Costs
Remaining 2022	$	394	$	614
2023	1,564		2,441
2024	1,548		2,416
2025	1,532		2,391
2026	1,516		2,366
Thereafter	1,998		3,116
Total	$	8,552	$	13,344

Interest Income and Interest Expense Disclosure

The following table sets forth interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates):


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021

Contractual interest expense	$	250		$	250		$	750		$	536
Amortization of debt issuance costs	572			572			1,716			1,227
Total interest expense	$	822		$	822		$	2,466		$	1,763
Effective interest rate	0.82		%	0.82		%	0.82		%	0.82		%

The following table sets forth interest expense related to the Term Loan B Facility for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates):


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021

Contractual interest expense	$	6,052		$	5,290		$	16,472		$	8,798
Amortization of debt discount	394			399			1,186			664
Amortization of debt issuance costs	616			622			1,852			1,036
Total interest expense	$	7,062		$	6,311		$	19,510		$	10,498
Effective interest rate	7.93		%	7.00		%	7.28		%	7.00		%

Schedule of Debt

The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
	(in thousands)
Term Loan B Facility	$	355,500	$	358,200
Unamortized debt discounts	(8,552)		(9,738)
Unamortized debt issuance costs	(13,344)		(15,196)
Debt, net of debt issuance costs	$	333,604	$	333,266

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Merger, Acquisition, and Restructuring Costs - Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Professional services (investment banking advisory, legal and other professional services)		$ 1,064	$ 917	$ 28,032
Non-cash stock-based compensation (double-trigger acceleration and severance)		48	2,004	1,070
Impairment costs of abandoned technology		0	3,320	0
Total merger, acquisition, and restructuring costs	$ 0	2,424	7,468	37,778
Personnel related (severance and one-time termination benefit costs)
Restructuring Cost and Reserve [Line Items]
Restructuring charges		1,312	1,227	6,176
Loss contracts (lease related)
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 0	$ 0	$ 2,500

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

In connection with its IPO, the Company implemented its 2014 Equity Incentive Plan, which governs equity awards made to employees and directors of the Company since the IPO. Prior to the IPO, the Company granted equity awards under its 2007 Stock Incentive Plan, which governs equity awards made to employees and contractors prior to the IPO. In November 2014, the Company approved the 2014 Inducement Grant Equity Incentive Plan (the "Inducement Plan"), which governs certain equity awards made to certain employees in connection with commencement of employment. In connection with the Company's acquisitions of Chango Inc. ("Chango"), iSocket, Inc. ("iSocket"), and nToggle, Inc. ("nToggle") it assumed the existing employee equity award plans, the 2009 Chango Stock Option Plan (the "Chango Plan"), the iSocket 2009 Equity Incentive Plan (the "iSocket Plan"), and the nToggle 2014 Equity Incentive Plan (the "nToggle Plan"). In connection with the Merger with Telaria, the Company assumed Telaria's 2013 Equity Incentive Plan, as amended (the "Telaria Plan"); the 2008 Stock Plan, as amended (the "2008 Stock Plan"); and the ScanScout, Inc. 2009 Equity Incentive Plan, as amended (the "ScanScout Plan"). All compensatory equity awards outstanding at September 30, 2022 were issued pursuant to the 2014 Equity Incentive Plan, the nToggle Plan, the Telaria Plan, the 2008 Stock Plan, the Inducement Plan, or the Company's 2007 Stock Incentive Plan.

The Company’s equity incentive plans provide for the grant of equity awards, including non-statutory or incentive stock options, restricted stock awards ("RSAs"), restricted stock units that vest based on continuous service ("RSUs"), and restricted stock units that include performance criteria (“performance stock units” or "PSUs"), to the Company's employees, officers, directors, and consultants. The Company's board of directors administers the plans. Options vest based upon continued service at varying rates, but generally over four years from issuance with 25% vesting after one year of service and the remainder vesting monthly thereafter. RSAs and RSUs vest at varying rates, typically approximately 25% vesting after approximately one year of service and the remainder vesting annually, semi-annually, or quarterly thereafter. The restricted stock units granted in 2022 included 0.4 million

awards that vest 50% on each of the first and second anniversaries of the grant date. Options, RSAs, and RSUs granted under the plans accelerate under certain circumstances for certain participants upon a change in control, as defined in the governing plan. No further awards were granted under the iSocket Plan, the Chango Plan, or the nToggle Plan from the date of acquisition and no further awards were granted under the 2007 Stock Incentive Plan since the IPO. Available shares under the nToggle Plan and the Telaria Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of acquisition of each company, and available shares under the 2007 Stock Incentive Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of the IPO. An aggregate of 14,322,384 shares remained available for future grants at September 30, 2022 under the plans. The 2014 Equity Incentive Plan has an evergreen provision pursuant to which the share reserve will automatically increase on January 1st of each year in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, although the Company’s board of directors may provide for a lesser increase, or no increase, in any year. The 2014 Inducement Grant Equity Incentive Plan has a provision pursuant to which the share reserve may be increased at the discretion of the Company's board of directors.

Stock Options

A summary of stock option activity for the nine months ended September 30, 2022 is as follows:


	Shares Under Option	Weighted- Average Exercise Price		Weighted- Average Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Outstanding at December 31, 2021	5,129	$	7.25
Granted	699	$	13.90
Exercised	(514)	$	3.45
Expired	(391)	$	5.72
Forfeited	(123)	$	12.27
Outstanding at September 30, 2022	4,800	$	8.62	5.7 years	$	6,100
Exercisable at September 30, 2022	3,583	$	6.87	4.8 years	$	5,556

The total intrinsic value of options exercised during the nine months ended September 30, 2022 was $4.6 million. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $9.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. Total fair value of options vested during the nine months ended September 30, 2022 was $4.4 million.

The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The grant date fair value of options granted during the nine months ended September 30, 2022 was $8.93 per share. The weighted-average input assumptions used by the Company were as follows:


	Three Months Ended			Nine Months Ended
	September 30, 2022	September 30, 2021		September 30, 2022		September 30, 2021
Expected term (in years)	N/A	5.0		5.0		5.0
Risk-free interest rate	N/A	0.90	%	1.63	%	0.88	%
Expected volatility	N/A	79	%	79	%	79	%
Dividend yield	N/A	—	%	—	%	—	%

Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows:


	Number of Shares		Weighted-Average Grant Date Fair Value
	(in thousands)
Restricted stock units outstanding at December 31, 2021	6,634		$	18.39
Granted	7,368		$	13.43
Canceled	(1,362)		$	15.71
Vested and released	(2,670)		$	15.83
Restricted stock units outstanding at September 30, 2022	9,970		$	15.78
Restricted stock units outstanding and unvested*	9,952	*	$	15.79
*At September 30, 2022, outstanding restricted stock units included 18,436 units that were vested but deferred.

The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2022 was $13.43. The aggregate fair value of restricted stock units that vested during the nine months ended September 30, 2022 was $30.3 million. At September 30, 2022, the intrinsic value of unvested restricted stock units was $65.4 million. At September 30, 2022, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $135.1 million, which is expected to be recognized over a weighted-average period of 2.8 years.

Performance Stock Units

In April 2020, April 2021, and February 2022, the Company granted the Company's CEO 146,341, 26,291, and 86,806 performance stock units that vest based on share price metrics tied to total shareholder return over a three-year period with a fair value of $0.9 million, $1.4 million, and $1.5 million, respectively. The grant date fair value per share of these grants was $6.15, $52.49, and $17.28, respectively, which was estimated using a Monte-Carlo lattice model. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense for the April 2020, April 2021, and February 2022 grants of approximately $0.2 million, $0.7 million, and $1.2 million, which is expected to be recognized over the remaining 0.5 years, 1.5 years, and 2.3 years, respectively. Between 0% and 150% of the performance stock units will vest on the third anniversary of its grant date.

In August 2021, the Company granted the Company's CEO 379,635 performance stock units, which are subject to both time-based and performance-based vesting conditions. The performance stock units consist of three equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $60.00, $80.00, and $100.00, respectively, over 60 consecutive trading days during a performance period commencing on August 26, 2022 and ending on August 26, 2026. To the extent any of the performance-based requirements are met, the Company's CEO must also provide continued service to the Company through at least August 26, 2024 to receive any shares of common stock underlying the grant and through August 26, 2026 to receive all of the shares of common stock underlying the performance units that have satisfied the applicable performance-based requirement.

The fair value of each of the Performance Tranches was $3.0 million, $2.8 million, and $2.6 million, respectively, and have a grant date fair value per share of restricted stock of $23.94, $21.93, and $20.30, respectively, which was estimated using a Monte-Carlo lattice model. At September 30, 2022, the Company had unrecognized employee stock-based compensation expense of approximately $1.9 million, $2.0 million, and $2.0 million, which is expected to be recognized over the remaining 1.9 years, 2.9 years, and 3.9 years, respectively. Between 0% and 100% of the performance stock units will vest on each of the tranche dates.

During the three months ended September 30, 2022 and 2021, the Company recognized $0.9 million and $0.4 million, respectively, of stock-based compensation related to these performance stock units. During the nine months ended September 30, 2022 and 2021, the Company recognized $2.6 million and $0.7 million, respectively, of stock-based compensation related to these performance stock units. Stock-based compensation expense for these awards is based on a performance measurement of 100%. The compensation expense will not be reversed if the performance metrics are not met.

Employee Stock Purchase Plan

In November 2013, the Company adopted the Company's 2014 Employee Stock Purchase Plan ("ESPP"). The ESPP is designed to enable eligible employees to periodically purchase shares of the Company's common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. At the end of each six-month offering period, employees are able to purchase shares at a price per share equal to 85% of the lower of the fair market value of the

Company's common stock on the first trading day of the offering period or on the last trading day of the offering period. Offering periods generally commence and end in May and November of each year.

As of September 30, 2022, the Company has reserved 4,018,635 shares of its common stock for issuance under the ESPP. The ESPP has an evergreen provision pursuant to which the share reserve will automatically increase on January 1st of each year in an amount equal to 1% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, although the Company’s board of directors may provide for a lesser increase, or no increase, in any year.

Stock-Based Compensation Expense

Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
Cost of revenue	$	424	$	278	$	1,191	$	530
Sales and marketing	5,491		4,583		16,257		10,426
Technology and development	6,576		3,828		16,645		8,195
General and administrative	4,911		3,087		14,096		8,299
Merger, acquisition, and restructuring costs	—		48		2,004		1,071
Total stock-based compensation expense	$	17,402	$	11,824	$	50,193	$	28,521

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES:
Net loss	$ (93,938)	$ (388)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	138,641	97,084
Stock-based compensation	50,193	28,521
Impairment of intangible assets	3,320	0
(Gain) loss on disposal of property and equipment	(59)	78
Provision for doubtful accounts	(357)	217
Amortization of debt discount and issuance costs	5,092	3,223
Non-cash lease expense	1,340	1,825
Deferred income taxes	(1,626)	(91,540)
Unrealized foreign currency gains, net	(5,231)	(2,578)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	125,268	(92,131)
Prepaid expenses and other assets	(1,751)	(297)
Accounts payable and accrued expenses	(116,575)	113,795
Other liabilities	(472)	191
Net cash provided by operating activities	103,845	58,000
INVESTING ACTIVITIES:
Purchases of property and equipment	(18,004)	(13,985)
Capitalized internal use software development costs	(11,177)	(8,525)
Mergers and acquisitions, net of cash acquired	(20,755)	(653,060)
Net cash used in investing activities	(49,936)	(675,570)
FINANCING ACTIVITIES:
Proceeds from Convertible Senior Notes offering	0	400,000
Proceeds from issuance of debt, net of debt discount	0	349,200
Payment for capped call options	0	(38,960)
Payment for debt issuance costs	0	(30,378)
Proceeds from exercise of stock options	1,771	8,747
Proceeds from issuance of common stock under employee stock purchase plan	2,141	1,154
Repayment of debt	(2,700)	(900)
Repayment of financing lease	(602)	0
Purchase of treasury stock	(15,663)	0
Taxes paid related to net share settlement	(11,859)	0
Payment of indemnification claims holdback	(1,409)	0
Net cash (used in) provided by financing activities	(28,321)	688,863
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(2,484)	(591)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	23,104	70,702
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	230,693	117,731
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	253,797	188,433
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	253,552	188,182
Restricted cash included in prepaid expenses and other current assets	245	0
Restricted cash included in other assets, non-current	0	251
Total cash, cash equivalents and restricted cash	253,797	188,433
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes	4,356	1,221
Cash paid for interest	18,624	7,671
Capitalized assets financed by accounts payable and accrued expenses	10,195	1,513
Capitalized stock-based compensation	1,017	956
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	11,542	22,651
Purchase consideration - indemnification claims holdback	2,293	1,409
Common stock and options issued for mergers and acquisitions	0	495,591
Debt discount, non-cash	$ 0	$ 10,800

Merger, Acquisition, and Restructuring Costs

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Merger, Acquisition, and Restructuring Costs

Merger, Acquisition, and Restructuring CostsMerger, acquisition, and restructuring costs consist primarily of professional services fees and employee termination costs, including stock-based compensation charges, associated with the Telaria Merger, the SpotX Acquisition, and restructuring activities.

The following table summarizes merger, acquisition, and restructuring cost activity (in thousands):


	Three Months Ended			Nine Months Ended
		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)
Professional services (investment banking advisory, legal and other professional services)		$	1,064	$	917	$	28,032
Personnel related (severance and one-time termination benefit costs)		1,312		1,227		6,176
Non-cash stock-based compensation (double-trigger acceleration and severance)		48		2,004		1,070
Impairment costs of abandoned technology		—		3,320		—
Loss contracts (lease related)		—		—		2,500
Total merger, acquisition, and restructuring costs		$	2,424	$	7,468	$	37,778

During the three and nine months ended September 30, 2022 and 2021, the Company incurred costs of zero and $7.5 million, respectively, and $2.4 million and $37.8 million, respectively, primarily related to restructuring expenses and costs associated with the acquisitions of SpotX and SpringServe.

Accrued restructuring costs related to mergers and acquisitions were $1.4 million and $2.7 million at September 30, 2022 and December 31, 2021, respectively, and were primarily related to the SpotX Acquisition, the SpringServe Acquisition, and the Telaria Merger. Accrued restructuring costs associated with personnel costs are included within accounts payable and accrued expenses and accruals related to the assumed loss contracts are included within other current liabilities and other liabilities, non-current on the Company's condensed consolidated balance sheets.


	(in thousands)
Accrued restructuring costs at December 31, 2021	$	2,742
Restructuring costs, personnel related and non-cash stock-based compensation	3,231
Restructuring costs, impairments	3,320

Cash paid for restructuring costs	(2,571)

Non-cash impairments	(3,320)
Non-cash stock-based compensation	(2,004)
Accrued restructuring costs at September 30, 2022	$	1,398

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The Company’s intangible assets as of September 30, 2022 and December 31, 2021 included the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Amortizable intangible assets:
Developed technology	$	390,136	$	378,958
Customer relationships	136,000		173,950
In-process research and development	12,730		14,630

Non-compete agreements	900		2,270
Trademarks	900		1,400
Total identifiable intangible assets, gross	540,666		571,208
Accumulated amortization—intangible assets:
Developed technology	(131,493)		(75,850)
Customer relationships	(82,648)		(65,702)
In-process research and development	(3,154)		(1,250)

Non-compete agreements	(449)		(1,197)
Trademarks	(375)		(594)
Total accumulated amortization—intangible assets	(218,119)		(144,593)
Total identifiable intangible assets, net	$	322,547	$	426,615

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2022:


Fiscal Year	Amount
	(in thousands)
Remaining 2022	$	34,369
2023	104,924
2024	87,294
2025	70,834
2026	24,695
Thereafter	431
Total	$	322,547

Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Maturity of Lease Liabilities

The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2022 (in thousands):


Fiscal Year
Remaining 2022	$	6,183
2023	22,676
2024	19,806
2025	12,057
2026	9,976
Thereafter	28,164
Total lease payments (undiscounted)	98,862
Less: imputed interest	(15,122)
Lease liabilities—total (discounted)	$	83,740

Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		12 Months Ended
	Jul. 01, 2021	Apr. 30, 2021	Feb. 04, 2021	Feb. 28, 2022	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2022	Apr. 29, 2021
Business Acquisition [Line Items]
Share Price (in USD per share)		$ 40.05							$ 49.21
Goodwill					$ 969,873	$ 969,873		$ 978,217
SpotX, Inc \| SpringServe
Business Acquisition [Line Items]
Prior investment							$ 2,100
Fair value of prior investment	$ 9,500	$ 7,500
SpotX, Inc
Business Acquisition [Line Items]
Cash Consideration		$ 640,000	$ 560,000
Issued in merger (in shares)		12,374,315	14,000,000
Cash consideration, elected increase, percent		20.00%
Cash consideration, elected increase, amount		$ 80,000
Shares issued, elected decrease, percent		20.00%
Shares issued, elected decrease, value		$ 80,000
Purchase price prior to working capital adjustments		1,100,000
Working capital adjustment		65,152
Purchase price		1,200,743	$ 1,200,000
Stock Consideration (Fair Value of Shares of Magnite common stock)		495,591
Deferred tax asset valuation allowance decrease						56,200
Intangible assets acquired		429,600
Deferred tax liability, net		103,039
Goodwill		$ 782,719
SpotX, Inc \| Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life		1 year
Intangible assets acquired		$ 1,500
SpotX, Inc \| Technology
Business Acquisition [Line Items]
Estimated Useful Life		5 years
Intangible assets acquired		$ 280,400
SpotX, Inc \| Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired		$ 130,300
SpringServe
Business Acquisition [Line Items]
Cash Consideration	31,136
Purchase price held back to cover possible indemnification claims	1,400
Intangible assets acquired	23,400
Deferred tax liability, net	6,154
Goodwill	$ 24,156
SpringServe \| Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life	2 years
Intangible assets acquired	$ 500
SpringServe \| Technology
Business Acquisition [Line Items]
Estimated Useful Life	5 years
Intangible assets acquired	$ 15,500
SpringServe \| Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life	2 years
Intangible assets acquired	$ 5,700
Nth Party, Ltd.
Business Acquisition [Line Items]
Purchase price					9,000
Deferred tax liability, net					1,300	1,300
Goodwill					$ 4,800	$ 4,800
Nth Party, Ltd. \| Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life					2 years
Intangible assets acquired					$ 200
Nth Party, Ltd. \| Technology
Business Acquisition [Line Items]
Estimated Useful Life					5 years
Intangible assets acquired					$ 5,400
Carbon (AI) Limited and Mode Technologies, Inc.
Business Acquisition [Line Items]
Purchase price				$ 23,100
Business combination, contingent consideration, liability				2,300
Goodwill				$ 8,500
Carbon (AI) Limited and Mode Technologies, Inc. \| Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life				2 years
Intangible assets acquired				$ 200
Carbon (AI) Limited and Mode Technologies, Inc. \| Technology
Business Acquisition [Line Items]
Estimated Useful Life				5 years
Intangible assets acquired				$ 14,200
Carbon (AI) Limited and Mode Technologies, Inc. \| Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life				6 months
Intangible assets acquired				$ 200

Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 808
2023	7,509
2024	5,478
2025	1,177
Total	$ 14,972

Lease Obligations - Schedule of Lease Liability Maturities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Fiscal Year
Remaining 2022	$ 6,183
2023	22,676
2024	19,806
2025	12,057
2026	9,976
Thereafter	28,164
Total lease payments (undiscounted)	98,862
Less: imputed interest	(15,122)
Lease liabilities—total (discounted)	$ 83,740

Stock-Based Compensation - Performance Stock Units Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended		9 Months Ended
	Feb. 28, 2022 USD ($) $ / shares shares	Aug. 31, 2021 USD ($) tranche day $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares	Apr. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 17,402	$ 11,824	$ 50,193	$ 28,521
Performance Shares Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 900	$ 400	$ 2,600	$ 700
Performance measurement percentage					100.00%		100.00%
Performance Shares Units \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	86,806	379,635	26,291	146,341
Vesting period	3 years
Number of tranches \| tranche		3
Fair value of restricted stock vested	$ 1,500		$ 1,400	$ 900
Vested (in dollars per share) \| $ / shares	$ 17.28		$ 52.49	$ 6.15
Trailing consecutive trading day performance period \| day		60
Performance Shares Units \| Tranche one \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Unrecognized employee stock-based compensation					$ 1,900		$ 1,900
Unrecognized employee stock-based compensation, period for recognition					1 year 10 months 24 days
Fair value of units granted		$ 3,000
Grant date fair value (in dollars per share) \| $ / shares		$ 23.94
Vesting, stock price trigger (in dollars per share) \| $ / shares		$ 60.00
Performance Shares Units \| Tranche two \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Unrecognized employee stock-based compensation					$ 2,000		2,000
Unrecognized employee stock-based compensation, period for recognition					2 years 10 months 24 days
Fair value of units granted		$ 2,800
Grant date fair value (in dollars per share) \| $ / shares		$ 21.93
Vesting, stock price trigger (in dollars per share) \| $ / shares		$ 80.00
Performance Shares Units \| Tranche three \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		5 years
Unrecognized employee stock-based compensation					$ 2,000		$ 2,000
Unrecognized employee stock-based compensation, period for recognition					3 years 10 months 24 days
Fair value of units granted		$ 2,600
Grant date fair value (in dollars per share) \| $ / shares		$ 20.30
Vesting, stock price trigger (in dollars per share) \| $ / shares		$ 100.00
Performance Shares Units \| Minimum \| Vesting on third anniversary \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					0.00%
Performance Shares Units \| Minimum \| Tranche one \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					0.00%
Performance Shares Units \| Minimum \| Tranche two \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					0.00%
Performance Shares Units \| Minimum \| Tranche three \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					0.00%
Performance Shares Units \| Maximum \| Vesting on third anniversary \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					150.00%
Performance Shares Units \| Maximum \| Tranche one \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					100.00%
Performance Shares Units \| Maximum \| Tranche two \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					100.00%
Performance Shares Units \| Maximum \| Tranche three \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage					100.00%
Performance Shares, Granted April 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement percentage					53.00%		53.00%	150.00%
Performance Shares, Granted April 2020 \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized employee stock-based compensation					$ 200		$ 200
Unrecognized employee stock-based compensation, period for recognition					6 months
Performance shares, Granted April 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement percentage					0.00%		0.00%	0.00%
Performance shares, Granted April 2021 \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized employee stock-based compensation					$ 700		$ 700
Unrecognized employee stock-based compensation, period for recognition					1 year 6 months
Performance shares, Granted February 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement percentage					0.00%		0.00%
Performance shares, Granted February 2022 \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized employee stock-based compensation					$ 1,200		$ 1,200
Unrecognized employee stock-based compensation, period for recognition					2 years 3 months 18 days

Business Combinations - SpotX Components of Intangible Assets and Estimated Useful Lives (Details) - SpotX, Inc $ in Thousands	Apr. 30, 2021 USD ($) project
Business Acquisition [Line Items]
Intangible assets acquired	$ 429,600
Technology
Business Acquisition [Line Items]
Intangible assets acquired	$ 280,400
Estimated Useful Life	5 years
Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired	$ 130,300
Customer relationships \| Minimum
Business Acquisition [Line Items]
Estimated Useful Life	2 years
Customer relationships \| Maximum
Business Acquisition [Line Items]
Estimated Useful Life	4 years
Backlog
Business Acquisition [Line Items]
Intangible assets acquired	$ 11,100
Estimated Useful Life	1 year
In-process research and development
Business Acquisition [Line Items]
Intangible assets acquired	$ 5,800
Number of projects \| project	6
Estimated Useful Life	3 years
Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired	$ 1,500
Estimated Useful Life	1 year
Trademarks
Business Acquisition [Line Items]
Intangible assets acquired	$ 500
Estimated Useful Life	1 year

Business Combinations - SpringServe Purchase Consideration (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 01, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Indemnification claims - holdback		$ 2,293	$ 1,409
SpringServe
Business Acquisition [Line Items]
Cash Consideration	$ 31,136
SpotX initial cash investment in SpringServe	2,075
Fair value appreciation of SpotX purchase right	7,450
Indemnification claims - holdback	1,409
Total purchase consideration	$ 42,070

Stock-Based Compensation - Narrative (Details)	9 Months Ended
Stock-Based Compensation - Narrative (Details)	Sep. 30, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	14,322,384
Annual percentage increase	5.00%
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Stock Option \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Award vesting rights, percentage	25.00%
RSAs and RSUs \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Award vesting rights, percentage	25.00%
Restricted Stock Units (RSUs) \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	50.00%
RSUs granted (in shares)	400,000

Net Loss Per Share - Narrative (Details) - share	3 Months Ended	9 Months Ended
Net Loss Per Share - Narrative (Details) - share	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares issuable assuming conversion		6,261,560	6,261,560
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	100.00%	100.00%
Performance Shares, Granted April 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	53.00%	53.00%	150.00%
Performance shares, Granted April 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	0.00%	0.00%	0.00%
Performance shares, Granted August 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	0.00%	0.00%	0.00%
Performance shares, Granted February 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage	0.00%	0.00%

Stock-Based Compensation - Stock Options Narrative (Details) - Stock Option $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
Number of Shares
Intrinsic values of options exercised	$ 4.6
Unrecognized employee stock-based compensation	$ 9.4
Unrecognized employee stock-based compensation, period for recognition	2 years 6 months
Fair value of options vested in period	$ 4.4
Grant date fair value of options granted (usd per share) \| $ / shares	$ 8.93

Debt - Interest Expense Related to the Term Loan B Facility (Details) - Secured Debt - Term Loan B Facility - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 6,052	$ 5,290	$ 16,472	$ 8,798
Amortization of debt discount	394	399	1,186	664
Amortization of debt issuance costs	616	622	1,852	1,036
Total interest expense	$ 7,062	$ 6,311	$ 19,510	$ 10,498
Effective interest rate	7.93%	7.00%	7.28%	7.00%

Other Balance Sheet Amounts - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash included in other assets, non-current	$ 0.2	$ 0.3

Fair Value Measurements - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 208,172	$ 7,869
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	208,172	7,869
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total	$ 755,500
Less: Current portion	(3,600)	$ (3,600)
Total non-current debt	722,077	720,023
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Long-term debt, gross	400,000	400,000
Debt instrument, unamortized discount and debt issuance costs	(7,927)	(9,643)
Total	392,073	390,357
Term Loan B Facility \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	355,500	358,200
Debt instrument, unamortized discount and debt issuance costs	(21,896)	(24,934)
Total	333,604	333,266
Total non-current debt	$ 333,604	$ 333,266

Stock-Based Compensation - Valuation Assumptions (Details) - Stock Option	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years	5 years	5 years
Risk-free interest rate	0.90%	1.63%	0.88%
Expected volatility	79.00%	79.00%	79.00%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at September 30, 2022:


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Cash equivalents	$	208,172	$	208,172	$	—	$	—

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2021:


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Cash equivalents	$	7,869	$	7,869	$	—	$	—

Debt - Convertible Senior Notes and Capped Call Transactions Narrative (Details)	1 Months Ended	9 Months Ended
	Mar. 31, 2021 USD ($) day $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Apr. 30, 2021 USD ($)
Debt Instrument [Line Items]
Net proceeds		$ 0	$ 400,000,000
Capped calls, transaction costs	$ 39,000,000
Debt issuance costs, gross	11,400,000			$ 27,700,000
Convertible Senior Notes
Debt Instrument [Line Items]
Capped calls, transaction costs	$ 39,000,000
Percent of outstanding balance holders able to call debt in the event of default	25.00%
Convertible Senior Notes \| Maximum
Debt Instrument [Line Items]
Conversion price (in USD per share) \| $ / shares	$ 91.2600
Convertible Senior Notes \| Minimum
Debt Instrument [Line Items]
Conversion price (in USD per share) \| $ / shares	$ 63.8818
Convertible Senior Notes \| Convertible Debt
Debt Instrument [Line Items]
Aggregate principle amount	$ 400,000,000
Interest rate	0.25%
Over-allotment options	$ 50,000,000
Net proceeds	$ 388,600,000
Conversion ratio		0.0156539
Convertible Senior Notes \| Convertible Debt \| Maximum
Debt Instrument [Line Items]
Make-whole fundamental change period	45 days
Convertible Senior Notes \| Convertible Debt \| Minimum
Debt Instrument [Line Items]
Make-whole fundamental change period	20 days
Convertible Senior Notes \| Convertible Debt \| Conversion Term (i)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	130.00%
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Convertible Senior Notes \| Convertible Debt \| Conversion Term (ii)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	98.00%
Threshold trading days \| day	5
Threshold consecutive trading days \| day	10
Convertible Senior Notes \| Convertible Debt \| Conversion Term (iv)
Debt Instrument [Line Items]
Threshold percent of stock price trigger	130.00%
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Term Loan B Facility \| Secured Debt
Debt Instrument [Line Items]
Aggregate principle amount				$ 360,000,000
Interest rate		8.17%

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

A summary of stock option activity for the nine months ended September 30, 2022 is as follows:


	Shares Under Option	Weighted- Average Exercise Price		Weighted- Average Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Outstanding at December 31, 2021	5,129	$	7.25
Granted	699	$	13.90
Exercised	(514)	$	3.45
Expired	(391)	$	5.72
Forfeited	(123)	$	12.27
Outstanding at September 30, 2022	4,800	$	8.62	5.7 years	$	6,100
Exercisable at September 30, 2022	3,583	$	6.87	4.8 years	$	5,556

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted-average input assumptions used by the Company were as follows:


	Three Months Ended			Nine Months Ended
	September 30, 2022	September 30, 2021		September 30, 2022		September 30, 2021
Expected term (in years)	N/A	5.0		5.0		5.0
Risk-free interest rate	N/A	0.90	%	1.63	%	0.88	%
Expected volatility	N/A	79	%	79	%	79	%
Dividend yield	N/A	—	%	—	%	—	%

Schedule of Nonvested Restricted Stock Units Activity

A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows:


	Number of Shares		Weighted-Average Grant Date Fair Value
	(in thousands)
Restricted stock units outstanding at December 31, 2021	6,634		$	18.39
Granted	7,368		$	13.43
Canceled	(1,362)		$	15.71
Vested and released	(2,670)		$	15.83
Restricted stock units outstanding at September 30, 2022	9,970		$	15.78
Restricted stock units outstanding and unvested*	9,952	*	$	15.79
*At September 30, 2022, outstanding restricted stock units included 18,436 units that were vested but deferred.

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs for all Plans

Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
Cost of revenue	$	424	$	278	$	1,191	$	530
Sales and marketing	5,491		4,583		16,257		10,426
Technology and development	6,576		3,828		16,645		8,195
General and administrative	4,911		3,087		14,096		8,299
Merger, acquisition, and restructuring costs	—		48		2,004		1,071
Total stock-based compensation expense	$	17,402	$	11,824	$	50,193	$	28,521

Lease Obligations - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Lease expense	$ 5,900	$ 4,900	$ 17,000	$ 15,700
Short-term lease expense	300	400	900	1,000
Sublease income	$ 1,300	1,000	$ 3,900	3,300
Weighted average discount rate	5.83%		5.83%
Weighted average remaining lease term	5 years 10 months 24 days		5 years 10 months 24 days
Minimum
Lessee, Lease, Description [Line Items]
Term of lease contract	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of lease contract	10 years		10 years
Data centers for cloud-based services
Lessee, Lease, Description [Line Items]
Variable lease cost	$ 15,100	$ 9,900	$ 39,300	$ 24,600
Company Office, San Francisco CA
Lessee, Lease, Description [Line Items]
Operating lease not yet commenced, amount	$ 6,800		$ 6,800
Operating lease not yet commenced, term of contract	3 years 2 months 12 days		3 years 2 months 12 days

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Long term debt as of September 30, 2022 and December 31, 2021 consisted of the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Convertible Senior Notes	$	400,000	$	400,000
Less: Unamortized debt issuance cost	(7,927)		(9,643)
Net	392,073		390,357
Term Loan B Facility	355,500		358,200
Less: Unamortized discount and debt issuance cost	(21,896)		(24,934)
Net	333,604		333,266
Less: Current portion	(3,600)		(3,600)
Total non-current debt	$	722,077	$	720,023

Maturities of the principal amount of the Company's long-term debt as of September 30, 2022 are as follows (in thousands):


Fiscal Year
Remaining 2022	$	900
2023	3,600
2024	3,600
2025	3,600
2026	403,600
Thereafter	340,200
Total	$	755,500

Convertible Senior Notes and Capped Call Transactions

In March 2021, the Company issued $400.0 million aggregate principal amount of 0.25% convertible senior notes in a private placement, including $50.0 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the "Convertible Senior Notes"). The Convertible Senior Notes will mature on March 15, 2026, unless earlier repurchased, redeemed or converted. The total net proceeds from the offering, after deducting debt issuance costs, paid by the Company, were approximately $388.6 million. The Company used approximately $39.0 million of the net proceeds from the offering to pay for the Capped Call Transactions (as described below).

The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment with the existing and future senior, unsecured indebtedness; (ii) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Senior Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including amounts outstanding under our Loan Agreement or our new Credit Agreement (see section below); and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of the Company’s subsidiaries that do not guarantee the Convertible Senior Notes.

The Convertible Senior Notes accrue interest at 0.25% per annum payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes will mature on March 15, 2026 unless they are redeemed, repurchased or converted prior to such date. The Convertible Senior Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions.

Holders have the right to convert their notes (or any portion of a note in an authorized denomination), in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (iv) if the Company calls such Convertible Senior Notes for redemption; and (v) on or after September 15, 2025, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Senior Notes may, at their option, convert all or a portion of their Convertible Senior Notes regardless of the foregoing conditions at any time from, and including, September 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.

Upon conversion, the Convertible Senior Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election. All conversions with a conversion date that occurs on or after September 15, 2025 will be settled using the same settlement method, and the Company will send notice of such settlement method to noteholders no later than the open of business on September 15, 2025.

The Company may not redeem the Convertible Senior Notes at their option at any time before March 20, 2024. Subject to the terms of the indenture agreement, the Company has the right, at its election, to redeem all, or any portion (subject to the partial redemption limitation) in an authorized denomination, of the Convertible Senior Notes, at any time, and from time to time, on a redemption date on or after March 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, for cash, but only if the "last reported sale price," as defined under the Offering Memorandum, per share of common stock exceeds 130% of the “conversion price” on (i) each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a "make-whole fundamental change" (as defined below) with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. If the Company elects to redeem less than all of the outstanding notes, then the redemption will not constitute a make-whole fundamental change with respect to the notes not called for redemption, and holders of the notes not called for redemption will not be entitled to an increased conversion rate for such notes as described above on account of the redemption, except to the limited extent described further below. No sinking fund is provided for the Convertible Senior Notes, which means that the Company is not required to redeem or retire the Convertible Senior Notes periodically.

If a fundamental change occurs, then each noteholder will have the right to require the Company to repurchase its notes (or any portion thereof in an authorized denomination) for cash on a date (the "fundamental change repurchase date") of the Company’s choosing, which must be a business day that is no more than 45, nor less than 20, business days after the date the Company distributes the related fundamental change notice.

If an event of default, other than a reporting default remedied by special interest as defined in the indenture agreement, occurs with respect to the Company or any guarantor, then the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than a reporting event of default described above with respect to the Company or any guarantor and not solely with respect to a significant subsidiary of the Company’s or a guarantor, other than the Company or such guarantor) occurs and is continuing, then, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by written notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding to become due and payable immediately.

The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to customary anti-dilution adjustments in certain circumstances.

In connection with the pricing of the Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with various financial institutions (the "Capped Call Transactions"). The Capped Call Transactions were entered into with third party broker-dealers to limit the potential dilution that would occur if the Company has to settle the conversion value in excess of the principal in shares. This exposure will be covered (i.e., the Company will receive as many shares as are required to be issued between the conversion price of $63.8818 and the maximum price of $91.2600). Any shares required to be issued by the Company over this amount would have net earnings per share dilution impact. By entering into the Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Company paid $39.0 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Senior Notes. The cost of the Capped Call

Transactions is not expected to be tax deductible as the Company did not elect to integrate the capped call into the Convertible Senior Notes for tax purposes. The cost of the Capped Call Transaction was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements.

The Company incurred debt issuance costs of $11.4 million in March 2021. The Convertible Senior Notes are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Senior Notes and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. The following table sets forth interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates):


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021

Contractual interest expense	$	250		$	250		$	750		$	536
Amortization of debt issuance costs	572			572			1,716			1,227
Total interest expense	$	822		$	822		$	2,466		$	1,763
Effective interest rate	0.82		%	0.82		%	0.82		%	0.82		%

Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2022 through 2026 is as follows (in thousands):


Fiscal Year	Debt Issuance Costs
Remaining 2022	$	572
2023	2,288
2024	2,288
2025	2,288
2026	491
Total	$	7,927

Credit Agreement

On April 30, 2021, the Company entered into a credit agreement (the "Credit Agreement") with Goldman Sachs Bank USA as administrative agent and collateral agent, and other lender parties thereto. The Credit Agreement provides for a $360.0 million seven-year senior secured term loan facility ("Term Loan B Facility") and a $52.5 million senior secured revolving credit facility (the "Revolving Credit Facility"). As part of the Term Loan B Facility, the Company received $325 million in proceeds, net of discounts and fees, which were used to finance the SpotX Acquisition and related transactions, and for general corporate purposes. Loans, if any, under the Revolving Credit Facility are expected to be used for general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement.

Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, (1) for the Term Loan B Facility, at the Company’s election, the Eurodollar Rate (as defined in the Credit Agreement) plus a margin of 5.00% per annum, or ABR (as defined in the Credit Agreement) plus a margin of 4.00%, and (2) for the Revolving Credit Facility, at the Company’s election, the Eurodollar Rate plus a margin of 4.25% to 4.75%, or ABR plus a margin of 3.25% to 3.75%, in each case, depending on the Company’s first lien net leverage ratio. As of September 30, 2022, the contractual interest rate related to the Term Loan B Facility was 8.17%.

The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains a financial covenant, tested on the last day of any fiscal quarter if utilization of the Revolving Credit Facility exceeds 35% of the total revolving commitments, that requires the Company to maintain a first lien net leverage ratio not greater than 3.25 to 1.00. As of September 30, 2022, the Company was in compliance with its debt covenants.

The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement. The Credit Agreement calls for customary scheduled loan amortization payments of 0.25% of the initial principal balance payable quarterly (i.e. 1% in aggregate per year) as well as a provision that requires the Company to prepay the Term Loan B based on an annual calculation of cumulative free cash flow

("Excess Cash Flow") generated by the company as defined within the terms of the Agreement. The Company was not required to make any such mandatory prepayment required by the Excess Cash Flow provision for the period ended September 30, 2022.

On June 28, 2021, the Company entered into an Incremental Assumption Agreement (the "Incremental Agreement") to the Credit Agreement. Pursuant to the terms of the Incremental Agreement, the Company’s existing revolving credit facility under the Credit Agreement was increased by $12.5 million (the "Incremental Revolver"), and the letter of credit sublimit under the Credit Agreement was increased by $5.0 million. The Incremental Revolver bears the same interest rate as the existing revolving credit facility and has the same maturity date as the existing revolving credit facility. No other terms of the Credit Agreement were amended. As a result, amounts available under the Revolving Credit Facility were $65.0 million. At September 30, 2022, amounts available under the Revolving Credit Facility were $59.7 million, net of letters of credit outstanding in the amount of $5.3 million.

The following table summarizes the amount outstanding under the Term Loan B Facility at September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
	(in thousands)
Term Loan B Facility	$	355,500	$	358,200
Unamortized debt discounts	(8,552)		(9,738)
Unamortized debt issuance costs	(13,344)		(15,196)
Debt, net of debt issuance costs	$	333,604	$	333,266

The Company incurred debt issuance costs of $27.7 million in April 2021, of which $10.8 million were associated with debt discount netted against the proceeds and $16.9 million were associated with other deferred financing costs associated with the Term Loan B Facility. Debt outstanding under the Term Loan B Facility are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Term Loan B Facility and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations.

The following table sets forth interest expense related to the Term Loan B Facility for the three and nine months ended September 30, 2022 and 2021 (in thousands, except interest rates):


	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021

Contractual interest expense	$	6,052		$	5,290		$	16,472		$	8,798
Amortization of debt discount	394			399			1,186			664
Amortization of debt issuance costs	616			622			1,852			1,036
Total interest expense	$	7,062		$	6,311		$	19,510		$	10,498
Effective interest rate	7.93		%	7.00		%	7.28		%	7.00		%

Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2022 through 2028 is as follows (in thousands):


Fiscal Year	Debt Discount		Debt Issuance Costs
Remaining 2022	$	394	$	614
2023	1,564		2,441
2024	1,548		2,416
2025	1,532		2,391
2026	1,516		2,366
Thereafter	1,998		3,116
Total	$	8,552	$	13,344

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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+ Details

Other Balance Sheet Amounts

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Balance Sheet Amounts

Accounts payable and accrued expenses included the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Accounts payable—seller	$	845,460	$	971,220
Accounts payable—trade	27,255		11,904
Accrued employee-related payables	14,870		16,230
Accrued holdback - indemnification claims	2,486		1,602
Total	$	890,071	$	1,000,956

Restricted cash was $0.2 million and $0.3 million at September 30, 2022 and December 31, 2021, respectively, which was included within prepaid expenses and other current assets and other assets, non-current.

Net Loss Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (24,391)	$ (24,954)	$ (44,593)	$ (24,319)	$ 36,808	$ (12,877)	$ (93,938)	$ (388)
Weighted-average common shares outstanding, basic (in shares)	133,144			131,501			132,611	124,325
Weighted average number of shares outstanding, diluted (in shares)	133,144			131,501			132,611	124,325
Basic loss per share (in dollars per share)	$ (0.18)			$ (0.18)			$ (0.71)	$ 0
Diluted loss per share (in dollars per share)	$ (0.18)			$ (0.18)			$ (0.71)	$ 0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognized on a Net Basis and on a Gross Basis

The following table presents our revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended								Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	(in thousands, except percentages)
Revenue:
Net basis	$	116,999	80	%	$	105,866	80	%	$	330,015	82	%	$	258,236	84	%
Gross basis	28,816		20		26,005		20		71,655		18		48,891		16
Total	$	145,815	100	%	$	131,871	100	%	$	401,670	100	%	$	307,127	100	%

Summary of Disaggregation of Revenue

The following table presents our revenue by channel for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended								Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	(in thousands, except percentages)
Channel:
CTV	$	71,604	49	%	$	57,885	44	%	$	187,619	47	%	$	115,040	38	%
Desktop	28,217		19		30,573		23		83,940		21		80,166		26
Mobile	45,994		32		43,413		33		130,111		32		111,921		36
Total	$	145,815	100	%	$	131,871	100	%	$	401,670	100	%	$	307,127	100	%

The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
United States	$	113,851	$	104,633	$	310,870	$	237,844

International	31,964		27,238		90,800		69,283
Total	$	145,815	$	131,871	$	401,670	$	307,127

Accounts Receivable, Allowance for Credit Loss

The following is a summary of activity in the allowance for doubtful accounts for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
Allowance for doubtful accounts, beginning balance	$	871	$	3,279	$	3,475	$	2,360
Allowance for doubtful accounts, merger and acquisition-assumed	—		425		—		835
Write-offs	(518)		(14)		(527)		(35)
Increase (decrease) in provision for expected credit losses	455		342		(2,227)		852
Recoveries of previous write-offs	—		—		87		20
Allowance for doubtful accounts, ending balance	$	808	$	4,032	$	808	$	4,032

Other Balance Sheet Amounts (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Accounts payable—seller	$	845,460	$	971,220
Accounts payable—trade	27,255		11,904
Accrued employee-related payables	14,870		16,230
Accrued holdback - indemnification claims	2,486		1,602
Total	$	890,071	$	1,000,956

Business Combinations - SpotX and SpringServe Unaudited Pro Forma Information (Details) - SpotX and SpringServe $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Pro Forma Revenue	$ 379,180
Pro Forma Net Loss	$ (88,187)

Business Combinations - SpringServe Components of Intangible Assets and Estimated Useful Lives (Details) - SpringServe $ in Thousands	Jul. 01, 2021 USD ($) project
Business Acquisition [Line Items]
Intangible assets acquired	$ 23,400
Technology
Business Acquisition [Line Items]
Intangible assets acquired	$ 15,500
Estimated Useful Life	5 years
Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired	$ 5,700
Estimated Useful Life	2 years
Trademarks and Trade Names
Business Acquisition [Line Items]
Intangible assets acquired	$ 900
Estimated Useful Life	3 years
In-process research and development
Business Acquisition [Line Items]
Intangible assets acquired	$ 800
Estimated Useful Life	3 years
Number of projects \| project	2
Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired	$ 500
Estimated Useful Life	2 years

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share, Basic and Diluted

The following table presents the basic and diluted net loss per share:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands, except per share data)
Basic and Diluted Loss Per Share:
Net loss	$	(24,391)	$	(24,319)	$	(93,938)	$	(388)
Weighted-average common shares outstanding	133,144		131,501		132,611		124,325


Weighted-average common shares outstanding used to compute net loss per share	133,144		131,501		132,611		124,325
Basic and diluted loss per share	$	(0.18)	$	(0.18)	$	(0.71)	$	—

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive:


	Three Months Ended		Nine Months Ended
	September 30, 2022	September 30, 2021	September 30, 2022	September 30, 2021
	(in thousands)		(in thousands)
Options to purchase common stock	1,280	4,116	1,985	4,712

Unvested restricted stock units	903	4,253	1,600	5,876
Unvested performance stock units	54	195	113	196
ESPP shares	49	11	23	49
Convertible Senior Notes	6,262	6,262	6,262	4,499
Total shares excluded from net loss per share	8,548	14,837	9,983	15,332

Stock-Based Compensation - Restricted Stock Units Narrative (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share) \| $ / shares	$ 13.43
Fair value of restricted stock vested	$ 30.3
Intrinsic value of nonvested unit	65.4
Unrecognized employee stock-based compensation	$ 135.1
Unrecognized employee stock-based compensation, period for recognition	2 years 9 months 18 days

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

The Company has commitments under non-cancelable operating leases for facilities, certain equipment, and its managed data center facilities (Note 11).

As of September 30, 2022 and December 31, 2021, the Company had $5.3 million and $5.1 million, respectively, of letters of credit associated with office leases available for borrowing, of which there were no outstanding borrowings as of either date.

In the normal course of business, the Company enters into non-cancelable contractual obligations with various parties, primarily related to software services agreements and data center providers that are not included in the Company's lease liability obligations and ROU assets. As of September 30, 2022, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands):


Fiscal Year
Remaining 2022	$	808
2023	7,509
2024	5,478
2025	1,177


Total	$	14,972

Additionally, as of September 30, 2022, the Company has an agreement for third-party cloud-managed services containing commitments that are variable in nature. Under this agreement, the Company has a non-cancelable minimum spend commitment from July 2023 to June 2025 based on actual spend, as defined in the agreement, with the third-party provider from July 2022 to June 2023. The estimated non-cancelable minimum obligation for July 2023 to June 2025 is $21 million based on spend in the three months ended September 30, 2022. Per the agreement, the commitment from July 2023 to June 2025 will generally increase as the amount of spend during the period from July 2022 to June 2023 increases. Because the Company expects to continue to spend under this agreement through June 2023, the Company also expects that the minimum future commitment will increase as a result of the higher level of spend.

Guarantees and Indemnification

The Company’s agreements with sellers, buyers, and other third parties typically obligate the Company to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally, these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers, and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements.

Litigation

The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company’s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of September 30, 2022. However, based on management’s knowledge as of September 30, 2022, management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows.

Employment Contracts

The Company has entered into severance agreements with certain employees and officers. The Company may be required to pay severance and accelerate the vesting of certain equity awards in the event of involuntary terminations.

Business Combinations - SpotX Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Apr. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 978,217	$ 969,873
SpotX, Inc
Business Acquisition [Line Items]
Cash			$ 81,967
Restricted cash			199
Accounts receivable			199,649
Prepaid and other assets, current			12,308
Fixed assets			6,823
Intangible assets			429,600
Right-of-use lease asset			10,055
Goodwill			782,719
Total assets to be acquired			1,523,320
Accounts payable and accrued expenses			205,822
Other current liabilities			1,091
Lease liabilities			12,625
Deferred tax liability, net			103,039
Total liabilities to be assumed			322,577
Total purchase price			$ 1,200,743

Debt - Schedule of Long-term Debt - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 30, 2021	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt issuance costs, gross					$ 27.7	$ 11.4
Amortization of deferred financing costs	$ 0.1	$ 0.1	$ 0.3	$ 0.3
Amortization of debt discount and issuance costs	$ 1.6	$ 1.6	$ 4.8	$ 2.9

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 253,552	$ 230,401
Accounts receivable, net	804,350	927,781
Prepaid expenses and other current assets	21,363	19,934
TOTAL CURRENT ASSETS	1,079,265	1,178,116
Property and equipment, net	45,489	34,067
Right-of-use lease asset	74,409	76,986
Internal use software development costs, net	23,051	20,093
Intangible assets, net	322,547	426,615
Goodwill	978,217	969,873
Other assets, non-current	6,106	6,862
TOTAL ASSETS	2,529,084	2,712,612
Current liabilities:
Accounts payable and accrued expenses	890,071	1,000,956
Lease liabilities, current	19,452	19,142
Debt, current	3,600	3,600
Other current liabilities	5,885	5,697
TOTAL CURRENT LIABILITIES	919,008	1,029,395
Debt, non-current, net of debt issuance costs	722,077	720,023
Deferred tax liability, net	11,506	13,303
Lease liabilities, non-current	64,288	66,487
Other liabilities, non-current	1,703	2,647
TOTAL LIABILITIES	1,718,582	1,831,855
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Common stock, $0.00001 par value; 500,000 shares authorized at September 30, 2022 and December 31, 2021; 133,349 and 132,553 shares issued at September 30, 2022 and December 31, 2021, respectively, and 133,349 and 132,204 shares outstanding at September 30, 2022 and December 31, 2021, respectively	2	2
Additional paid-in capital	1,304,182	1,282,589
Accumulated other comprehensive loss	(5,293)	(1,376)
Treasury stock at cost, 0 and 349 shares outstanding at September 30, 2022 and December 31, 2021, respectively	0	(6,007)
Accumulated deficit	(488,389)	(394,451)
TOTAL STOCKHOLDERS' EQUITY	810,502	880,757
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,529,084	$ 2,712,612

Business Combinations

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

2021 Acquisition—SpotX

On April 30, 2021, the Company completed the SpotX Acquisition, pursuant to a Stock Purchase Agreement, dated as of February 4, 2021 (the "Purchase Agreement"), by and between the Company and RTL US Holdings, Inc. ("RTL"). The initial purchase price for the SpotX Acquisition was $560 million in cash ("Cash Consideration") and 14,000,000 shares of the Company's common stock. Per the terms of the Purchase Agreement, at the completion of the Company’s offering of its Convertible Senior Notes, RTL elected to increase the Cash Consideration by an amount equal to 20% of the gross proceeds of the Convertible Senior Notes (which amount was equal to $80 million) and to reduce the number of shares of common stock it would otherwise receive by a number of shares of common stock equal to 20% of the gross proceeds of the proposed offering of notes ($80 million) divided by the closing price of a share of our common stock on the trading day immediately prior to the date of pricing of the proposed offering of notes ($49.21). As a result of this election, the adjusted purchase price was $1.1 billion, prior to customary working capital adjustments and other adjustments, consisting of $640.0 million in cash plus 12,374,315 shares of common stock (based on the fair value of the Company's common stock on April 30, 2021). The Cash Consideration was subject to customary working capital and other adjustments. The working capital was approximately $65.2 million, including cash balances acquired and other working capital adjustments, resulting in a total purchase price of $1.2 billion. The Company financed the Cash Consideration through borrowings under the Term Loan B Facility and the Convertible Senior Notes (Note 13).

In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies.

For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed, the Company has applied the guidance in ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

The following table summarizes the total purchase consideration (in thousands):


Cash Consideration	$	640,000
Stock Consideration (Fair Value of Shares of Magnite common stock)	495,591
Working capital adjustment	65,152
Total purchase consideration	$	1,200,743

The purchase consideration for the SpotX Acquisition included 12,374,315 shares of the Company's common stock with a fair value of approximately $495.6 million, based on the close price of the Company's common stock at closing on April 30, 2021, which was $40.05 per share, and working capital adjustment of $65.2 million, mainly consisting of cash balances acquired on the date of the SpotX Acquisition and other opening balance sheet adjustments.

During the three months ended March 31, 2022, the Company adjusted the preliminary purchase price allocation for SpotX based on updated fair values associated with the acquired assets and liabilities. Adjustments impacted acquisition related accounts payable and tax accruals. The Company finalized the purchase price allocation of SpotX in the second quarter of 2022, resulting in no additional changes to the purchase price allocation.

The fair value of the purchase price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpotX Acquisition as set forth below (in thousands):


Cash	$	81,967
Restricted cash	199
Accounts receivable	199,649
Prepaid and other assets, current	12,308
Fixed assets	6,823
Intangible assets	429,600
Right-of-use lease asset	10,055
Goodwill	782,719

Total assets to be acquired	1,523,320
Accounts payable and accrued expenses	205,822

Other current liabilities	1,091
Lease liabilities	12,625
Deferred tax liability, net	103,039
Total liabilities to be assumed	322,577
Total purchase price	$	1,200,743

The Company believes the amount of goodwill resulting from the purchase price allocation is primarily attributable to expected synergies from the assembled workforce, an increase in development capabilities, increased offerings to customers, and enhanced opportunities for growth and innovation. Goodwill will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators of impairment are present. In the event that goodwill has become impaired, the Company will record an expense for the amount impaired during the quarter in which the determination is made. The acquired intangibles and goodwill resulting from the SpotX Acquisition are not amortizable for tax purposes.

The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpotX Acquisition (dollars in thousands):


			Estimated Useful Life
Technology	$	280,400	5 years
Customer relationships	130,300		2 to 4 years
Backlog	11,100		<1 year
In-process research and development	5,800		3 years*
Non-compete agreements	1,500		1 year
Trademarks	500		<1 year
Total intangible assets acquired	$	429,600
* In-process research and development consists of six projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.

The fair value of the acquired technology and in-process research and development was valued using the Excess Earnings Method. This methodology included allocating future revenue projections to the existing technologies and applying decay rates and appropriate discount rates that reflect the respective intangible asset's relative risk profile when compared to other intangible assets as well as the discount rate for the overall business.

The Company used the Loss‐of‐Revenue and Income Method in its valuation of the existing customer relationships and non-compete agreements. To the extent that future cash flows of the business would be negatively affected in the absence of these relationships and non-compete agreements, they would be deemed to have economic value. This method attempts to quantify the scenario whereby the owner loses the right to the intangible asset and the resulting losses of revenue and income. Under this analysis, the value of the cash flows with the intangible asset is compared to the value of the cash flows without the intangible asset and the difference represents the value of the intangible asset. This methodology included applying a discount rate and the expected timing it would take to further enhance customer relationships.

The fair value of the backlog was based on the Excess Earnings Method, taking into consideration the existing contracts as of the date of the SpotX Acquisition and the respective cost to complete the servicing of the existing agreements. The resulting stream of after tax earnings were discounted to present value by applying an appropriate discount rate for the

asset. The discount rate was selected based on the intangible asset’s relative risk profile when compared to the other intangible assets as well as the discount rate for the overall business.

The fair value of the trademarks was based on the Income Approach, specifically the Relief‐from‐Royalty Method. Under this method, data is obtained regarding actual royalty payments made for similar intangible assets. After the appropriate royalty rate is determined, the reasonable royalty savings is then discounted to its present value over the remaining technological, economic, or legal life of the intangible asset.

Intangible assets are generally amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. Amortization of developed technology is included in cost of revenues and the amortization of customer relationships, backlog, non-compete agreements, and trademarks is included in sales and marketing expenses in the condensed consolidated statements of operations. Once the projects associated with acquired in-process research and development are completed, amortization will be included in cost of revenues in the condensed consolidated statements of operations. The acquired intangible assets and goodwill resulting from the SpotX Acquisition are not tax deductible.

As part of the SpotX Acquisition, deferred tax liabilities were established. As a result of the deferred tax liability balance created by the acquisition, the Company reduced its deferred tax asset ("DTA") valuation allowance by $56.2 million for the year ended December 31, 2021. Such reduction was recognized as an income tax benefit in the post-acquisition consolidated statements of operations for the year ended December 31, 2021.

2021 Acquisition—SpringServe

On July 1, 2021, the Company, through its wholly-owned subsidiary, SpotX, completed the SpringServe Acquisition. As a result of the SpringServe Acquisition, SpringServe became a wholly-owned subsidiary of SpotX, and a wholly-owned indirect subsidiary of the Company.

The following table summarizes the total purchase consideration (in thousands):


Cash Consideration	$	31,136
SpotX initial cash investment in SpringServe	2,075
Fair value appreciation of SpotX purchase right	7,450
Indemnification claims - holdback	1,409
Total purchase consideration	$	42,070

In 2020, SpotX made a minority investment of $2.1 million in SpringServe in conjunction with a strategic partnership agreement between the two companies, which included an option agreement to purchase SpringServe. At the time of Magnite's acquisition of SpotX, the fair value of SpotX's minority investment and purchase right were valued at a combined $7.5 million for a total minority investment and purchase right of $9.5 million. In connection with the SpringServe Acquisition, $1.4 million of the purchase price was held back to cover possible indemnification claims.

The Company finalized the purchase price allocation of SpringServe in the third quarter of 2022, resulting in no additional changes to the purchase price allocation and the full payment of the $1.4 million holdback liability. The fair value of the purchase

price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpringServe Acquisition as set forth below (in thousands):


Cash	$	1,062
Accounts receivable	3,234
Prepaid and other assets, current	157
Fixed assets	25
Intangible assets	23,400
Right-of-use lease asset	1,879
Goodwill	24,156

Total assets to be acquired	53,913
Accounts payable and accrued expenses	2,475
Other current liabilities	35
Lease liabilities	3,179
Deferred tax liability, net	6,154
Total liabilities to be assumed	11,843
Total preliminary purchase price	$	42,070

The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpringServe Acquisition (dollars in thousands):


			Estimated Useful Life
Technology	$	15,500	5 years
Customer relationships	5,700		2 years
Trademarks and Trade Names	900		3 years
In-process research and development	800		3 years*
Non-compete agreements	500		2 years
Total intangible assets acquired	$	23,400
* In-process research and development consists of two projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.

At the acquisition date, SpringServe had existing customer relationships. To the extent that future cash flows of the business would be negatively affected in the absence of these relationships, they would be deemed to have economic value. In addition, certain employees of SpringServe signed two year non-compete agreements. The Company used the Loss‐of‐Revenue and Income Method in its valuation of the existing customer relationships and non-compete agreements. This method attempts to quantify the scenario whereby the owner loses the right to the intangible asset and the resulting losses of revenue and income. Under this analysis, the value of the cash flows with the intangible asset is compared to the value of the cash flows without the intangible asset and the difference represents the value of the intangible asset. This methodology included applying a discount rate and the expected timing it would take to further enhance customer relationships.

The fair value of the trademarks and trade names were based on the Income Approach, specifically the Relief‐from‐Royalty Method. Under this method, data is obtained regarding actual royalty payments made for similar intangible assets. After the appropriate royalty rate is determined, the reasonable royalty savings is then discounted to its present value over the remaining technological, economic, or legal life of the intangible asset.

the amortization of customer relationships, non-compete agreements, and trademarks is included in sales and marketing expenses in the condensed consolidated statements of operations. Once the projects associated with acquired in-process research and development are completed, amortization will be included in cost of revenues in the condensed consolidated statements of operations. The acquired intangibles and goodwill resulting from the SpringServe Acquisition are not tax deductible.

As part of the SpringServe Acquisition, deferred tax liabilities were established. As a result of this and the SpotX deferred tax liability balance, the Company recognized an income tax benefit in the post-acquisition consolidated statements of operations for the year ended December 31, 2021.

2021 Acquisition—Nth Party

The Company completed the acquisition of Nth Party, Ltd. ("Nth Party"), a developer of cryptographic software for secure audience data sharing and analysis, in December 2021 for a total purchase price of $9.0 million in cash. The Company acquired Nth Party as part of its strategy to further invest in the development and enhancement of industry leading identity and audience solutions. The allocation of purchase consideration resulted in approximately $5.4 million of developed technology intangible assets with an estimated useful life of 5 years, approximately $0.2 million non-compete intangible assets with an estimated useful life of 2 years, approximately $1.3 million of deferred tax liability, and goodwill of approximately $4.8 million, which is attributable to the workforce of Nth Party and revenue growth from the acquisition. Acquired intangibles and goodwill resulting from the Nth Party acquisition are not deductible for income tax purposes.

Unaudited Pro Forma Information

The following table provides unaudited pro forma information as if the SpotX and SpringServe Acquisitions had been acquired by the Company as of January 1, 2020. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the SpotX and SpringServe Acquisitions occurred on January 1, 2020. The pro forma results do not include any anticipated cost synergies or other effects of the combined companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the SpotX and SpringServe Acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. The table below excludes Nth Party as its impact on pro forma results were immaterial.


	Nine Months Ended
			September 30, 2021
		(in thousands)
Pro Forma Revenue			$	379,180
Pro Forma Net Loss			$	(88,187)

2022 Acquisition—Carbon

The Company completed the acquisition of the business of Carbon (AI) Limited ("Carbon" and such acquisition the "Carbon Acquisition"), a platform that enables publishers to measure, manage, and monetize audience segments, in February 2022 for a total purchase price of $23.1 million in cash. Approximately $2.3 million of the purchase price was held back to cover possible indemnification claims, which is expected to be paid in cash one year after the acquisition. The Company acquired Carbon as part of its strategy to further invest in the development and enhancement of industry leading identity and audience solutions. The allocation of purchase consideration resulted in an estimated $14.2 million of developed technology intangible assets with an estimated useful life of 5 years, $0.2 million non-compete intangible assets with an estimated useful life of 2 years, $0.2 million of customer relationships with an estimated useful life of 0.5 years, and goodwill of $8.5 million, which is attributable to the workforce of Carbon and revenue growth from the acquisition. For tax purposes, the Carbon Acquisition was treated as an asset acquisition. The acquisition of identified intangibles results in tax deductible amortization pursuant to IRC Section 197.

Acquisition related costs associated with the Carbon Acquisition included in the "Merger, acquisition, and restructuring costs" in the Company's condensed consolidated statements of operations during the three and nine months ended September 30, 2022 were immaterial. In addition, Carbon's post-acquisition revenue and operating results on a standalone basis were immaterial.

Merger, Acquisition, and Restructuring Costs - Accrued Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Reserve [Roll Forward]
Restructuring costs, impairments		$ 3,320
Non-cash impairments	$ 0	(3,320)	$ 0
Non-cash stock-based compensation	$ (48)	(2,004)	$ (1,070)
SpotX and Telaria
Restructuring Reserve [Roll Forward]
Accrued restructuring costs at December 31, 2021		2,742
Restructuring costs, personnel related and non-cash stock-based compensation		3,231
Cash paid for restructuring costs		(2,571)
Non-cash stock-based compensation		(2,004)
Accrued restructuring costs at September 30, 2022		$ 1,398

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2022, or for any future year. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its 2021 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty as a result of the COVID-19 pandemic, geopolitical events, including the conflict in Ukraine, and economic and macroeconomic factors like labor shortages, supply chain disruptions, inflation, and recessionary concerns impacting the markets and communities in which the Company's clients operate, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2022, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates.
Recently Adopted and Recent Accounting Pronouncements	Recently Adopted Accounting Standards In July 2021, the FASB issued Update No. 2021-05, Leases (Topic 842)—Lessors – Certain Leases with Variable Lease Payments ("ASU 2021-05"). ASU 2021-05 requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if specified criteria are met. The Company adopted ASU 2021-05 on January 1, 2022 on a prospective basis, which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.

Stock-Based Compensation - Employee Stock Purchase Plan Narrative (Details) - shares	1 Months Ended	9 Months Ended
	Nov. 30, 2013	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved (in shares)		14,322,384
Annual percentage increase		5.00%
2014 Employee Stock Purchase Plan \| Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum employee subscription rate	10.00%
Offering period	6 months
Purchase price of common stock, percent	85.00%
Number of shares reserved (in shares)		4,018,635
Annual percentage increase	1.00%

Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares)	9,970,000
Granted (in shares)	7,368,000
Canceled (in shares)	(1,362,000)
Vested and released (in shares)	(2,670,000)
Ending balance (in shares)	6,634,000
Restricted stock units outstanding and unvested (in shares)	9,952,000
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 18.39
Granted (in dollars per share) \| $ / shares	13.43
Canceled (in dollars per share) \| $ / shares	15.71
Vested and released (in dollars per share) \| $ / shares	15.83
Ending balance (in dollars per share) \| $ / shares	15.78
Restricted stock units outstanding and unvested (in dollars per share) \| $ / shares	$ 15.79
Vested but deferred (in shares)	18,436

Debt - Amortization Expense for Debt Issuance Costs (Details) - Convertible Debt - Convertible Senior Notes $ in Thousands	Sep. 30, 2022 USD ($)
Debt Issuance Costs
Remaining 2022	$ 572
2023	2,288
2024	2,288
2025	2,288
2026	491
Total	$ 7,927

Merger, Acquisition, and Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Acquisition related costs	$ 0	$ 2,424	$ 7,468	$ 37,778
SpotX Acquisition, SpringServe Acquisition, And Telaria Merger
Business Acquisition [Line Items]
Accrued merger, acquisition, and restructuring costs	$ 1,400		$ 1,400		$ 2,700

Business Combinations - SpringServe Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Jul. 01, 2021
Business Acquisition [Line Items]
Goodwill	$ 978,217	$ 969,873
SpringServe
Business Acquisition [Line Items]
Cash			$ 1,062
Accounts receivable			3,234
Prepaid and other assets, current			157
Fixed assets			25
Intangible assets			23,400
Right-of-use lease asset			1,879
Goodwill			24,156
Total assets to be acquired			53,913
Accounts payable and accrued expenses			2,475
Other current liabilities			35
Lease liabilities			3,179
Deferred tax liability, net			6,154
Total liabilities to be assumed			11,843
Total purchase price			$ 42,070

Debt - Summary of Term Loan B Facility (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt, net of debt issuance costs	$ 722,077	$ 720,023
Secured Debt \| Term Loan B Facility
Debt Instrument [Line Items]
Term Loan B Facility	355,500	358,200
Debt instrument, unamortized discount	(8,552)	(9,738)
Unamortized debt issuance costs	(13,344)	(15,196)
Debt, net of debt issuance costs	$ 333,604	$ 333,266

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Unaudited Pro Forma Information


	Nine Months Ended
			September 30, 2021
		(in thousands)
Pro Forma Revenue			$	379,180
Pro Forma Net Loss			$	(88,187)

Purchase Consideration

The following table summarizes the total purchase consideration (in thousands):


Cash Consideration	$	640,000
Stock Consideration (Fair Value of Shares of Magnite common stock)	495,591
Working capital adjustment	65,152
Total purchase consideration	$	1,200,743

The following table summarizes the total purchase consideration (in thousands):


Cash Consideration	$	31,136
SpotX initial cash investment in SpringServe	2,075
Fair value appreciation of SpotX purchase right	7,450
Indemnification claims - holdback	1,409
Total purchase consideration	$	42,070

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Cash	$	81,967
Restricted cash	199
Accounts receivable	199,649
Prepaid and other assets, current	12,308
Fixed assets	6,823
Intangible assets	429,600
Right-of-use lease asset	10,055
Goodwill	782,719

Total assets to be acquired	1,523,320
Accounts payable and accrued expenses	205,822

Other current liabilities	1,091
Lease liabilities	12,625
Deferred tax liability, net	103,039
Total liabilities to be assumed	322,577
Total purchase price	$	1,200,743

The fair value of the purchase

price was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the SpringServe Acquisition as set forth below (in thousands):


Cash	$	1,062
Accounts receivable	3,234
Prepaid and other assets, current	157
Fixed assets	25
Intangible assets	23,400
Right-of-use lease asset	1,879
Goodwill	24,156

Total assets to be acquired	53,913
Accounts payable and accrued expenses	2,475
Other current liabilities	35
Lease liabilities	3,179
Deferred tax liability, net	6,154
Total liabilities to be assumed	11,843
Total preliminary purchase price	$	42,070

Schedule of Intangible Assets Acquired and Estimated Useful Life as of the Acquisition Date

The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpotX Acquisition (dollars in thousands):


			Estimated Useful Life
Technology	$	280,400	5 years
Customer relationships	130,300		2 to 4 years
Backlog	11,100		<1 year
In-process research and development	5,800		3 years*
Non-compete agreements	1,500		1 year
Trademarks	500		<1 year
Total intangible assets acquired	$	429,600
* In-process research and development consists of six projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.

The following table summarizes the components of the intangible assets and estimated useful lives as of the date of the SpringServe Acquisition (dollars in thousands):


			Estimated Useful Life
Technology	$	15,500	5 years
Customer relationships	5,700		2 years
Trademarks and Trade Names	900		3 years
In-process research and development	800		3 years*
Non-compete agreements	500		2 years
Total intangible assets acquired	$	23,400
* In-process research and development consists of two projects with a weighted-average useful life of 3 years. Amortization begins once associated projects are completed and it is determined the projects have alternative future use.

Revenue - Revenue Recognized on a Gross and Net Basis (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 145,815	$ 131,871	$ 401,670	$ 307,127
Net basis
Disaggregation of Revenue [Line Items]
Revenue	116,999	105,866	330,015	258,236
Gross basis
Disaggregation of Revenue [Line Items]
Revenue	$ 28,816	$ 26,005	$ 71,655	$ 48,891
Revenue Benchmark \| Concentration of Basis of Revenue Recognition
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Revenue Benchmark \| Concentration of Basis of Revenue Recognition \| Net basis
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	80.00%	80.00%	82.00%	84.00%
Revenue Benchmark \| Concentration of Basis of Revenue Recognition \| Gross basis
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	20.00%	20.00%	18.00%	16.00%

- Definition

+ References

+ Details

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-36384
Entity Registrant Name	MAGNITE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8881738
Entity Address, Address Line One	1250 Broadway,
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	243-2769
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	MGNI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		133,384,717
Entity Central Index Key	0001595974
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

Debt - Credit Agreement Narrative (Details) - USD ($)	Apr. 30, 2021	Sep. 30, 2022	Jun. 28, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs, gross	$ 27,700,000			$ 11,400,000
Term Loan B Facility \| Secured Debt
Line of Credit Facility [Line Items]
Aggregate principle amount	$ 360,000,000
Long-term debt, term	7 years
Net proceeds	$ 325,000,000
Interest rate		8.17%
Term Loan B Facility \| Secured Debt \| Debt Discount
Line of Credit Facility [Line Items]
Debt issuance costs, gross	10,800,000
Term Loan B Facility \| Secured Debt \| Deferred Financing Costs
Line of Credit Facility [Line Items]
Debt issuance costs, gross	$ 16,900,000
Term Loan B Facility \| Secured Debt \| Eurodollar
Line of Credit Facility [Line Items]
Variable interest rate	5.00%
Term Loan B Facility \| Secured Debt \| Alternate Base Rate
Line of Credit Facility [Line Items]
Variable interest rate	4.00%
Senior Secured Revolving Credit Facility \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt utilization triggering leverage ratio compliance, percent	35.00%
Leverage ratio maximum	3.25
Available borrowing capacity		$ 59,700,000
Senior Secured Revolving Credit Facility \| Letter of Credit
Line of Credit Facility [Line Items]
Letters of credit outstanding, amount		$ 5,300,000
Senior Secured Revolving Credit Facility \| Eurodollar \| Minimum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Variable interest rate	4.25%
Senior Secured Revolving Credit Facility \| Eurodollar \| Maximum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Variable interest rate	4.75%
Senior Secured Revolving Credit Facility \| Alternate Base Rate \| Minimum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Variable interest rate	3.25%
Senior Secured Revolving Credit Facility \| Alternate Base Rate \| Maximum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Variable interest rate	3.75%
Senior Secured Revolving Credit Facility \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 52,500,000		$ 65,000,000
Quarterly payments of principle balance (percent)	0.25%
Aggregate annual payments of principle balance (percent)	1.00%
Incremental Revolver \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Increase in maximum borrowing capacity			12,500,000
Incremental Revolver \| Letter of Credit
Line of Credit Facility [Line Items]
Increase in maximum borrowing capacity			$ 5,000,000

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 145,815	$ 131,871	$ 401,670	$ 307,127
Expenses:
Cost of revenue	71,753	63,541	196,150	134,823
Sales and marketing	49,848	52,260	151,675	118,122
Technology and development	25,134	21,059	71,214	53,436
General and administrative	20,235	16,535	59,405	47,673
Merger, acquisition, and restructuring costs	0	2,424	7,468	37,778
Total expenses	166,970	155,819	485,912	391,832
Loss from operations	(21,155)	(23,948)	(84,242)	(84,705)
Other (income) expense:
Interest expense, net	7,016	7,280	21,273	12,595
Other income	(1,369)	(955)	(3,991)	(3,317)
Foreign exchange gain, net	(1,976)	(1,246)	(5,042)	(1,358)
Total other expense, net	3,671	5,079	12,240	7,920
Loss before income taxes	(24,826)	(29,027)	(96,482)	(92,625)
Benefit for income taxes	(435)	(4,708)	(2,544)	(92,237)
Net loss	$ (24,391)	$ (24,319)	$ (93,938)	$ (388)
Net loss per share:
Basic (in dollars per share)	$ (0.18)	$ (0.18)	$ (0.71)	$ 0
Diluted (in dollars per share)	$ (0.18)	$ (0.18)	$ (0.71)	$ 0
Weighted average shares used to compute net loss per share:
Basic (in shares)	133,144	131,501	132,611	124,325
Diluted (in shares)	133,144	131,501	132,611	124,325

Revenue - Revenue Disaggregated by Sales Distribution Channel (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 145,815	$ 131,871	$ 401,670	$ 307,127
CTV
Disaggregation of Revenue [Line Items]
Revenue	71,604	57,885	187,619	115,040
Desktop
Disaggregation of Revenue [Line Items]
Revenue	28,217	30,573	83,940	80,166
Mobile
Disaggregation of Revenue [Line Items]
Revenue	$ 45,994	$ 43,413	$ 130,111	$ 111,921
Product Concentration Risk \| Revenue Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Product Concentration Risk \| Revenue Benchmark \| CTV
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	49.00%	44.00%	47.00%	38.00%
Product Concentration Risk \| Revenue Benchmark \| Desktop
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	19.00%	23.00%	21.00%	26.00%
Product Concentration Risk \| Revenue Benchmark \| Mobile
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	32.00%	33.00%	32.00%	36.00%

- Definition

+ References

+ Details

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

For the majority of transactions on the Company's platform, the Company reports revenue on a net basis as it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace. For certain advertising campaigns that are transacted through insertion orders, the Company reports revenue on a gross basis, based primarily on its determination that the Company acts as the primary obligor in the delivery of advertising campaigns for buyers with respect to such transactions. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

The following table presents our revenue recognized on a net basis and on a gross basis for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended								Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	(in thousands, except percentages)
Revenue:
Net basis	$	116,999	80	%	$	105,866	80	%	$	330,015	82	%	$	258,236	84	%
Gross basis	28,816		20		26,005		20		71,655		18		48,891		16
Total	$	145,815	100	%	$	131,871	100	%	$	401,670	100	%	$	307,127	100	%

The following table presents our revenue by channel for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended								Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	(in thousands, except percentages)
Channel:
CTV	$	71,604	49	%	$	57,885	44	%	$	187,619	47	%	$	115,040	38	%
Desktop	28,217		19		30,573		23		83,940		21		80,166		26
Mobile	45,994		32		43,413		33		130,111		32		111,921		36
Total	$	145,815	100	%	$	131,871	100	%	$	401,670	100	%	$	307,127	100	%


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
United States	$	113,851	$	104,633	$	310,870	$	237,844

International	31,964		27,238		90,800		69,283
Total	$	145,815	$	131,871	$	401,670	$	307,127

Payment terms are specified in agreements between the Company and the buyers and sellers on its platform. The Company generally bills buyers at the end of each month for the full purchase price of impressions filled in that month. The Company recognizes volume discounts as a reduction of revenue as they are incurred. Specific payment terms may vary by agreement, but are generally seventy-five days or less. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances for the amounts the Company is responsible to collect. The Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers (see Note 5). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed quarterly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the status of the then-outstanding accounts receivable on a customer-by-

customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable is presented net of an allowance for doubtful accounts of $0.8 million at September 30, 2022, and $3.5 million at December 31, 2021. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible.

The Company reviews the associated payable to sellers for recovery of buyer receivable allowance and write-offs; in some cases, the Company can reduce the payable to sellers. The reduction of seller payables related to recovery of uncollected buyer receivables is netted against allowance expense. The contra seller payables related to recoveries were $0.3 million and $2.1 million as of September 30, 2022 and December 31, 2021, respectively.

The following is a summary of activity in the allowance for doubtful accounts for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands)				(in thousands)
Allowance for doubtful accounts, beginning balance	$	871	$	3,279	$	3,475	$	2,360
Allowance for doubtful accounts, merger and acquisition-assumed	—		425		—		835
Write-offs	(518)		(14)		(527)		(35)
Increase (decrease) in provision for expected credit losses	455		342		(2,227)		852
Recoveries of previous write-offs	—		—		87		20
Allowance for doubtful accounts, ending balance	$	808	$	4,032	$	808	$	4,032

During the three and nine months ended September 30, 2022, the provision for expected credit losses associated with accounts receivable increased by $0.5 million and decreased by $2.2 million, respectively, offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $0.1 million and decreases of $1.9 million, respectively, which resulted in $0.3 million of bad debt expense and $0.4 million of bad debt recoveries, respectively. During the three and nine months ended September 30, 2021, the provision for expected credit losses associated with accounts receivable increased by $0.3 million and $0.9 million, respectively, and was offset by decreases of contra seller payables related to recoveries of uncollected buyer receivables of an immaterial amount and $0.6 million, respectively, which resulted in $0.4 million and $0.2 million, respectively, of bad debt recoveries.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Interest Expense Related to the Convertible Senior Notes (Details) - Convertible Debt - Convertible Senior Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 250	$ 250	$ 750	$ 536
Amortization of debt discount and issuance costs	572	572	1,716	1,227
Total interest expense	$ 822	$ 822	$ 2,466	$ 1,763
Effective interest rate	0.82%	0.82%	0.82%	0.82%

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Earnings (Loss) Per Share

Net Loss Per Share

The following table presents the basic and diluted net loss per share:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(in thousands, except per share data)
Basic and Diluted Loss Per Share:
Net loss	$	(24,391)	$	(24,319)	$	(93,938)	$	(388)
Weighted-average common shares outstanding	133,144		131,501		132,611		124,325


Weighted-average common shares outstanding used to compute net loss per share	133,144		131,501		132,611		124,325
Basic and diluted loss per share	$	(0.18)	$	(0.18)	$	(0.71)	$	—


	Three Months Ended		Nine Months Ended
	September 30, 2022	September 30, 2021	September 30, 2022	September 30, 2021
	(in thousands)		(in thousands)
Options to purchase common stock	1,280	4,116	1,985	4,712

Unvested restricted stock units	903	4,253	1,600	5,876
Unvested performance stock units	54	195	113	196
ESPP shares	49	11	23	49
Convertible Senior Notes	6,262	6,262	6,262	4,499
Total shares excluded from net loss per share	8,548	14,837	9,983	15,332

For the three and nine months ended September 30, 2022 and September 30, 2021, the Company excluded outstanding performance stock units (as described in Note 9) from the calculation of diluted net loss per share because they were anti-dilutive. As of September 30, 2022, the performance stock units granted during April 2020, April 2021, August 2021, and February 2022 had expected achievement levels of 53%, 0%, 0%, and 0%, respectively. As of September 30, 2021, the performance stock units granted during April 2020, April 2021, and August 2021 had expected achievement levels of 150%, 0%, and 0% respectively. Refer to Note 9—"Stock-Based Compensation" for additional information related to performance stock units.

For the three and nine months ended September 30, 2022 and September 30, 2021, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 13) were excluded from the calculation of diluted loss per share because they were anti-dilutive. Diluted earnings per share for the Convertible Senior Notes is calculated under the if-converted method in accordance with ASC 260, Earnings Per Share. The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to anti-

dilution adjustments in certain circumstances. As of September 30, 2022 and 2021, the number of shares that would be issuable assuming conversion of all of the Convertible Senior Notes is approximately 6,261,560. Refer to Note 13—"Debt" for additional information related to accounting for Convertible Senior Notes issued and associated Capped Call Transactions

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	$ 540,666	$ 571,208
Total accumulated amortization—intangible assets	(218,119)	(144,593)
Total	322,547	426,615
Developed technology
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	390,136	378,958
Total accumulated amortization—intangible assets	(131,493)	(75,850)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	136,000	173,950
Total accumulated amortization—intangible assets	(82,648)	(65,702)
In-process research and development
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	12,730	14,630
Total accumulated amortization—intangible assets	(3,154)	(1,250)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	900	2,270
Total accumulated amortization—intangible assets	(449)	(1,197)
Trademarks
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	900	1,400
Total accumulated amortization—intangible assets	$ (375)	$ (594)

Lease Obligations

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Lease Obligations

For the three months ended September 30, 2022 and 2021, the Company recognized $5.9 million and $4.9 million, respectively, and $17.0 million and $15.7 million during the nine months ended September 30, 2022 and 2021, respectively, of lease expense under ASC 842, which included operating lease expenses associated with leases included in the lease liability and right of use ("ROU") asset on the condensed consolidated balance sheets. For short-term leases not included in the Company's ROU asset and lease liability balances, the Company recognized $0.3 million and $0.4 million during the three months ended September 30, 2022 and 2021, respectively, and $0.9 million and $1.0 million during the nine months ended September 30, 2022 and 2021, respectively, of lease expense. In addition, the Company recognized $15.1 million and $9.9 million during the three months ended September 30, 2022 and 2021, respectively, and $39.3 million and $24.6 million during the nine months ended September 30, 2022 and 2021, respectively, of variable and cloud-based services expense related to data centers that are not included in the ROU asset or lease liability balances.

The Company also received rental income of $1.3 million and $1.0 million for real estate leases for which it subleases the property to third parties during the three months ended September 30, 2022 and 2021, respectively, and $3.9 million and $3.3 million during the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, a weighted average discount rate of 5.83% has been applied to the remaining lease payments to calculate the lease liabilities included within the condensed consolidated balance sheet. The lease terms of the Company’s operating leases generally range from one year to ten years, and the weighted average remaining lease term of leases included in the lease liability is 5.9 years as of September 30, 2022.

The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of September 30, 2022 (in thousands):


Fiscal Year
Remaining 2022	$	6,183
2023	22,676
2024	19,806
2025	12,057
2026	9,976
Thereafter	28,164
Total lease payments (undiscounted)	98,862
Less: imputed interest	(15,122)
Lease liabilities—total (discounted)	$	83,740

In addition to the lease liabilities included in these condensed consolidated financial statements at September 30, 2022, during the nine months ended September 30, 2022, the Company entered into agreements for office space and data centers that have not commenced as of September 30, 2022; therefore, they are not included in the lease liability on the balance sheet as of September 30, 2022. The Company has future commitments totaling $6.8 million with a weighted average term of 3.2 years.

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Payment terms			75 days
Accounts receivable, allowance for credit loss	$ 808	$ 4,032	$ 808	$ 4,032	$ 871	$ 3,475	$ 3,279	$ 2,360
Contra seller payable	300		300			$ 2,100
Increase (decrease) in provision for expected credit losses	455	342	(2,227)	852
Increase (decrease) in contra seller payable	100		(1,900)	600
Provision for doubtful accounts	$ 300	$ 400	$ (357)	$ 217

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing Arrangements

Goodwill, Intangible Assets, and Capitalized Costs Incurred in Cloud Computing ArrangementsThe Company's goodwill balance as of September 30, 2022 and December 31, 2021 was $978.2 million and $969.9 million, respectively. The increase during the nine months ended September 30, 2022 was primarily a result of the Carbon Acquisition (see Note 7).

The Company’s intangible assets as of September 30, 2022 and December 31, 2021 included the following:


	September 30, 2022		December 31, 2021
	(in thousands)
Amortizable intangible assets:
Developed technology	$	390,136	$	378,958
Customer relationships	136,000		173,950
In-process research and development	12,730		14,630

Non-compete agreements	900		2,270
Trademarks	900		1,400
Total identifiable intangible assets, gross	540,666		571,208
Accumulated amortization—intangible assets:
Developed technology	(131,493)		(75,850)
Customer relationships	(82,648)		(65,702)
In-process research and development	(3,154)		(1,250)

Non-compete agreements	(449)		(1,197)
Trademarks	(375)		(594)
Total accumulated amortization—intangible assets	(218,119)		(144,593)
Total identifiable intangible assets, net	$	322,547	$	426,615

Amortization of intangible assets for the three months ended September 30, 2022 and 2021 was $38.1 million and $42.2 million, respectively, and $115.3 million and $79.3 million for the nine months ended September 30, 2022 and 2021, respectively. During the first quarter of 2022, the Company abandoned certain in-process research and development projects and technology intangible assets. The abandonment resulted in $3.3 million of impairment costs in the nine months ended September 30, 2022, which was included within merger, acquisition, and restructuring costs in the condensed consolidated statement of operations.

The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of September 30, 2022:


Fiscal Year	Amount
	(in thousands)
Remaining 2022	$	34,369
2023	104,924
2024	87,294
2025	70,834
2026	24,695
Thereafter	431
Total	$	322,547

The Company capitalizes costs related to arrangements for infrastructure as a service, platform as a service, and software as a service. As of September 30, 2022, $0.8 million of capitalized costs associated with these arrangements was included within prepaid expenses and other current assets and $0.7 million was included within other assets, non-current. As of December 31, 2021, $0.5 million of capitalized costs associated with these arrangements was included within prepaid expenses and other current assets and $0.7 million was included within other assets, non-current. The amortization of these agreements was immaterial for the three and nine months ended September 30, 2022 and 2021.

Organization and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Organization and Summary of Significant Accounting Policies	Organization and Summary of Significant Accounting Policies Company Overview Magnite, Inc. ("Magnite" or the "Company"), formerly known as The Rubicon Project, Inc., was formed in Delaware and began operations on April 20, 2007. On April 1, 2020, Magnite completed a stock-for-stock merger with Telaria, Inc. ("Telaria" and such merger the "Telaria Merger"), a leading sell-side advertising platform and provider of connected television ("CTV") technology. On April 30, 2021, the Company completed its acquisition of SpotX, Inc. ("SpotX" and such acquisition the "SpotX Acquisition"), a leading CTV and video advertising platform. On July 1, 2021, the Company completed its acquisition of SpringServe, LLC ("SpringServe" and such acquisition the "SpringServe Acquisition"), a leading ad serving platform for CTV. Magnite has its principal offices in New York City, Los Angeles, Denver, London, and Sydney, and additional offices in Europe, Asia, North America, and South America. The Company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers globally, across all channels, formats and auction types. The Company’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own or operate websites, applications, CTV channels, and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. The Company's clients include many of the world's leading sellers and buyers of digital advertising inventory. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2022, or for any future year. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its 2021 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty as a result of the COVID-19 pandemic, geopolitical events, including the conflict in Ukraine, and economic and macroeconomic factors like labor shortages, supply chain disruptions, inflation, and recessionary concerns impacting the markets and communities in which the Company's clients operate, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the nine months ended September 30, 2022, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. Recently Adopted Accounting Standards In July 2021, the FASB issued Update No. 2021-05, Leases (Topic 842)—Lessors – Certain Leases with Variable Lease Payments ("ASU 2021-05"). ASU 2021-05 requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if specified criteria are met. The Company adopted ASU 2021-05 on January 1, 2022 on a prospective basis, which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. ASU 2021-08 is effective for the Company beginning in the first quarter of 2023. ASU 2021-08 should be applied prospectively for acquisitions occurring on or after the effective date of the amendments. Early adoption of the proposed amendments would be permitted, including adoption in an interim period. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Treasury Stock
Beginning Balance (in shares) at Dec. 31, 2020		114,029
Beginning Balance (in shares) at Dec. 31, 2020
Beginning Balance at Dec. 31, 2020	$ 381,613	$ 2	$ 777,084	$ (957)	$ (394,516)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		733
Exercise of common stock options	5,785		5,785
Issuance of common stock related to RSU vesting (in shares)		1,351
Stock-based compensation	7,108		7,108
Capped call options	(38,960)		(38,960)
Other comprehensive loss	(313)			(313)
Net loss	(12,877)				(12,877)
Ending Balance (in shares) at Mar. 31, 2021						0
Ending Balance (in shares) at Mar. 31, 2021		116,113
Ending Balance at Mar. 31, 2021	342,356	$ 2	751,017	(1,270)	(407,393)	$ 0
Beginning Balance (in shares) at Dec. 31, 2020		114,029
Beginning Balance (in shares) at Dec. 31, 2020
Beginning Balance at Dec. 31, 2020	381,613	$ 2	777,084	(957)	(394,516)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive loss	(469)
Net loss	(388)
Ending Balance (in shares) at Sep. 30, 2021						0
Ending Balance (in shares) at Sep. 30, 2021		131,789
Ending Balance at Sep. 30, 2021	876,765	$ 2	1,273,093	(1,426)	(394,904)	$ 0
Beginning Balance (in shares) at Mar. 31, 2021		116,113
Beginning Balance (in shares) at Mar. 31, 2021						0
Beginning Balance at Mar. 31, 2021	342,356	$ 2	751,017	(1,270)	(407,393)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		384
Exercise of common stock options	1,480		1,480
Issuance of common stock related to employee stock purchase plan (in shares)		121
Issuance of common stock related to employee stock purchase plan	1,154		1,154
Issuance of common stock related to RSU vesting (in shares)		2,208
Issuance of common stock associated with the SpotX Acquisition (in shares)		12,374
Issuance of common stock associated with the SpotX Acquisition	495,591		495,591
Stock-based compensation	9,928		9,928
Other comprehensive loss	369
Net loss	36,808				36,808
Ending Balance (in shares) at Jun. 30, 2021						0
Ending Balance (in shares) at Jun. 30, 2021		131,200
Ending Balance at Jun. 30, 2021	887,686	$ 2	1,259,170	(901)	(370,585)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		275
Exercise of common stock options	1,482		1,482
Issuance of common stock related to RSU vesting (in shares)		314
Stock-based compensation	12,441		12,441
Other comprehensive loss	(525)
Net loss	(24,319)				(24,319)
Ending Balance (in shares) at Sep. 30, 2021						0
Ending Balance (in shares) at Sep. 30, 2021		131,789
Ending Balance at Sep. 30, 2021	$ 876,765	$ 2	1,273,093	(1,426)	(394,904)	$ 0
Beginning Balance (in shares) at Dec. 31, 2021	132,204	132,553
Beginning Balance (in shares) at Dec. 31, 2021	349					349
Beginning Balance at Dec. 31, 2021	$ 880,757	$ 2	1,282,589	(1,376)	(394,451)	$ (6,007)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		311
Exercise of common stock options	1,107		1,107
Issuance of common stock related to RSU vesting (in shares)		783
Shares withheld related to net share settlement (in shares)		(315)
Shares withheld related to net share settlement	(4,260)		(4,260)
Purchase of treasury stock (in shares)						(931)
Purchase of treasury stock	(12,138)					$ (12,138)
Retirement of common stock (in shares)		(1,280)				1,280
Retirement of common stock	0		(18,145)			$ 18,145
Stock-based compensation	16,927		16,927
Other comprehensive loss	110			110
Net loss	(44,593)				(44,593)
Ending Balance (in shares) at Mar. 31, 2022						0
Ending Balance (in shares) at Mar. 31, 2022		132,052
Ending Balance at Mar. 31, 2022	$ 837,910	$ 2	1,278,218	(1,266)	(439,044)	$ 0
Beginning Balance (in shares) at Dec. 31, 2021	132,204	132,553
Beginning Balance (in shares) at Dec. 31, 2021	349					349
Beginning Balance at Dec. 31, 2021	$ 880,757	$ 2	1,282,589	(1,376)	(394,451)	$ (6,007)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive loss	(3,917)
Net loss	$ (93,938)
Ending Balance (in shares) at Sep. 30, 2022	0					0
Ending Balance (in shares) at Sep. 30, 2022	133,349	133,349
Ending Balance at Sep. 30, 2022	$ 810,502	$ 2	1,304,182	(5,293)	(488,389)	$ 0
Beginning Balance (in shares) at Mar. 31, 2022		132,052
Beginning Balance (in shares) at Mar. 31, 2022						0
Beginning Balance at Mar. 31, 2022	837,910	$ 2	1,278,218	(1,266)	(439,044)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		164
Exercise of common stock options	501		501
Issuance of common stock related to employee stock purchase plan (in shares)		238
Issuance of common stock related to employee stock purchase plan	2,141		2,141
Issuance of common stock related to RSU vesting (in shares)		1,165
Shares withheld related to net share settlement (in shares)		(462)
Shares withheld related to net share settlement	(5,198)		(5,198)
Purchase of treasury stock (in shares)						(312)
Purchase of treasury stock	(3,525)					$ (3,525)
Retirement of common stock (in shares)		(312)				312
Retirement of common stock	0		(3,525)			$ 3,525
Stock-based compensation	16,559	$ 0	16,559
Other comprehensive loss	(2,055)		0	(2,055)
Net loss	(24,954)				(24,954)
Ending Balance (in shares) at Jun. 30, 2022						0
Ending Balance (in shares) at Jun. 30, 2022		132,845
Ending Balance at Jun. 30, 2022	821,379	$ 2	1,288,696	(3,321)	(463,998)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		39
Exercise of common stock options	163		163
Issuance of common stock related to RSU vesting (in shares)		722
Shares withheld related to net share settlement (in shares)		(257)
Shares withheld related to net share settlement	(2,401)		(2,401)
Stock-based compensation	17,724		17,724
Other comprehensive loss	(1,972)			(1,972)
Net loss	$ (24,391)				(24,391)
Ending Balance (in shares) at Sep. 30, 2022	0					0
Ending Balance (in shares) at Sep. 30, 2022	133,349	133,349
Ending Balance at Sep. 30, 2022	$ 810,502	$ 2	$ 1,304,182	$ (5,293)	$ (488,389)	$ 0

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Recurring Fair Value Measurements

Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable:

•Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 – Unobservable inputs.

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at September 30, 2022:


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Cash equivalents	$	208,172	$	208,172	$	—	$	—

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2021:


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Cash equivalents	$	7,869	$	7,869	$	—	$	—

At September 30, 2022 and December 31, 2021, cash equivalents of $208.2 million and $7.9 million, respectively, consisted of money market funds and commercial paper, with original maturities of three months or less. The carrying amounts of cash equivalents are classified as Level 1 or Level 2 depending on whether or not their fair values are based on quoted market prices for identical securities that are traded in an active market.

At September 30, 2022 and December 31, 2021, the Company had Convertible Senior Notes and its Term Loan B Facility (as defined in Note 13) included in its balance sheets. The estimated fair value of the Company's Convertible Senior Notes was $304.1 million and $315.5 million as of September 30, 2022 and December 31, 2021, respectively. The estimated fair value of Convertible Senior Notes is based on market rates and the closing trading price of the Convertible Senior Notes as of September 30, 2022 and December 31, 2021 and is classified as Level 2 in the fair value hierarchy. At September 30, 2022, the estimated fair value of the Company's Term Loan B Facility was $343.1 million and at December 31, 2021, the estimated fair value of the Company's Term Loan B Facility approximated the carrying value. The estimated fair value is based on borrowing rates currently available to the Company for financing with similar terms and is classified as Level 2 in the fair value hierarchy.

There were no transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 30, 2022 and 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company's annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, deductible stock option expenses, nondeductible executive compensation, and changes in the Company's valuation allowance. The Company recorded an income tax benefit of $0.4 million and $4.7 million for the three months ended September 30, 2022 and 2021, respectively, and an income tax benefit of $2.5 million and $92.2 million for the nine months ended September 30, 2022 and 2021, respectively. The tax benefit for the three and nine months ended September 30, 2022 is primarily the result of recognizing the benefit of DTAs previously subject to the domestic valuation allowance and the foreign income tax provision. The tax benefit for the three and nine months ended September 30, 2021 was primarily the result of the deferred tax liability associated with acquisitions that occurred during the year and the tax liability associated with foreign subsidiaries. The net deferred tax liabilities recorded in connection with the prior year acquisitions and our current year taxable income provided additional sources of taxable income to support the realizability of pre-existing DTAs. The Company continues to maintain a partial valuation allowance for the domestic DTAs. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA includes a new corporate alternative minimum tax (the “Corporate AMT”) of 15% on the adjusted financial statement income (the “AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period. The Corporate AMT is effective for tax years beginning after December 31, 2022 and is not expected to impact the Company. Additionally, the IRA imposes an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. The impact of this latter provision to the Company will be dependent upon the extent of share repurchases made in future periods. Due to uncertainty as to the realization of benefits from the Company's domestic and certain international DTAs, including net operating loss carryforwards and research and development tax credits, the Company has a partial valuation allowance reserved against such assets. The Company intends to continue to maintain a partial valuation allowance on the DTAs until there is sufficient evidence to support the reversal of all or some additional portion of these allowances. Due to the net operating loss carryforwards, all of the Company's United States federal and a majority of its state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. The 2017 U.S. Income Tax Return for Telaria, Inc. was under examination by the IRS, which was closed during the period ended June 30, 2021 with no change to tax as reported. For the Netherlands and the United Kingdom, all tax years remain open for examination by the local country tax authorities, for France only 2018 forward are open for examination, for Singapore 2017 and forward are open for examination, for Australia, Brazil, Canada, Germany, Italy, New Zealand, and Malaysia 2016 and forward are open for examination, and for Japan 2014 and forward remain open for examination. Pursuant to Section 382 of the Internal Revenue Code, the Company and Telaria, Inc. both underwent ownership changes for tax purposes (i.e. a more than 50% change in stock ownership in aggregated 5% shareholders) on April 1, 2020 due to the Telaria Merger. As a result, the use of our total domestic NOL carryforwards and tax credits generated prior to the ownership change will be subject to annual use limitations under Section 382 and Section 383 of the Code and comparable state income tax laws. The Company believes that the ownership change will not impact our ability to utilize substantially all of our NOLs and state research and development carryforward tax credits to the extent it will generate taxable income that can be offset by such losses. The Company reasonably expects its pre-2021 federal research and development carryforward tax credits will not be recovered prior to expiration. There was no material change to the Company's unrecognized tax benefits in the nine months ended September 30, 2022 and the Company does not expect to have any material changes to unrecognized tax benefits through the end of the fiscal year.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Shares Under Option
Beginning balance (in shares) \| shares	5,129
Granted (in shares) \| shares	699
Exercised (in shares) \| shares	(514)
Expired (in shares) \| shares	(391)
Forfeited (in shares) \| shares	(123)
Ending balance (in shares) \| shares	4,800
Exercisable (in shares) \| shares	3,583
Weighted- Average Exercise Price
Beginning balance (usd per share) \| $ / shares	$ 7.25
Granted (usd per share) \| $ / shares	13.90
Exercised (usd per share) \| $ / shares	3.45
Expired (usd per share) \| $ / shares	5.72
Forfeited (usd per share) \| $ / shares	12.27
Ending balance (usd per share) \| $ / shares	8.62
Exercisable (usd per share) \| $ / shares	$ 6.87
Weighted- Average Contractual Life
Outstanding	5 years 8 months 12 days
Exercisable	4 years 9 months 18 days
Aggregate Intrinsic Value
Outstanding \| $	$ 6,100
Exercisable \| $	$ 5,556

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 17,402	$ 11,824	$ 50,193	$ 28,521
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	424	278	1,191	530
Sales and marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	5,491	4,583	16,257	10,426
Technology and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	6,576	3,828	16,645	8,195
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	4,911	3,087	14,096	8,299
Merger, acquisition, and restructuring costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 0	$ 48	$ 2,004	$ 1,071

Debt - Amortization Expense for the Term Loan B Facility Debt Discount and Issuance Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Discount
Thereafter	$ 1,998
Debt Issuance Costs
Thereafter	3,116
Secured Debt \| Term Loan B Facility
Debt Discount
Remaining 2022	394
2023	1,564
2024	1,548
2025	1,532
2026	1,516
Total	8,552	$ 9,738
Debt Issuance Costs
Remaining 2022	614
2023	2,441
2024	2,416
2025	2,391
2026	2,366
Total	$ 13,344	$ 15,196

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

As of September 30, 2022, the Company's outstanding non-cancelable contractual obligations with a remaining term of one year or longer consist of the following (in thousands):


Fiscal Year
Remaining 2022	$	808
2023	7,509
2024	5,478
2025	1,177


Total	$	14,972

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,391)	$ (24,319)	$ (93,938)	$ (388)
Other comprehensive loss:
Foreign currency translation adjustments	(1,972)	(525)	(3,917)	(469)
Other comprehensive loss	(1,972)	(525)	(3,917)	(469)
Comprehensive loss	$ (26,363)	$ (24,844)	$ (97,855)	$ (857)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Commitments [Line Items]
Contractual obligation	$ 14,972
Third-Party Cloud-Managed Services
Other Commitments [Line Items]
Contractual obligation	21,000
Financial Standby Letter of Credit
Other Commitments [Line Items]
Letters of credit outstanding, amount	$ 5,300	$ 5,100

Net Loss Per Share - Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	8,548	14,837	9,983	15,332
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	1,280	4,116	1,985	4,712
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	903	4,253	1,600	5,876
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	54	195	113	196
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	49	11	23	49
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	6,262	6,262	6,262	4,499