0001595974-24-000014 | 10-K | XBRL Viewer

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Business Combinations - SpotX Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 978,217	$ 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

Income Taxes - Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (165,311)	$ (145,480)	$ (105,168)
International	7,764	9,883	10,180
Loss before income taxes	$ (157,547)	$ (135,597)	$ (94,988)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Net Income (Loss) Per Share - Shares Excluded and Included in Calculation of Diluted Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	8,270	9,774	4,940
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	1,566	1,864	0
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	1,608	1,506	0
Unvested performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	84	124	0
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	31	18	0
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net income (loss) per share (in shares)	4,981	6,262	4,940

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

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


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands, except per share amounts)
Basic Income (Loss) Per Share:
Net income (loss)	$	(159,184)	$	(130,323)	$	65


Weighted-average common shares outstanding used to compute net income (loss) per share - basic	136,620		132,887		126,294
Basic net income (loss) per share	$	(1.17)	$	(0.98)	$	—

Diluted Income (Loss) Per Share:



Net income (loss), diluted income (loss)	$	(159,184)	$	(130,323)	$	65

Denominator:
Weighted-average common shares used in basic income (loss) per share	136,620		132,887		126,294
Dilutive effect of weighted-average restricted stock units	—		—		5,294
Dilutive effect of weighted-average common stock options	—		—		4,435
Dilutive effect of weighted-average performance stock units	—		—		197
Dilutive effect of weighted-average ESPP shares	—		—		41

Weighted-average shares used to compute diluted net income (loss) per share	136,620		132,887		136,261
Diluted net income (loss) per share	$	(1.17)	$	(0.98)	$	—

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


	Year Ended
		December 31, 2023	December 31, 2022	December 31, 2021
	(in thousands)
Unvested restricted stock units		1,608	1,506	—
Options to purchase common stock		1,566	1,864	—

Unvested performance stock units		84	124	—
ESPP shares		31	18	—
Convertible Senior Notes		4,981	6,262	4,940
Total shares excluded from net income (loss) per share		8,270	9,774	4,940

For the years ended December 31, 2023 and December 31, 2022, the Company excluded outstanding performance stock units from the calculation of diluted net loss per share because they were anti-dilutive. As of December 31, 2023, the performance stock units granted during 2021, 2022, and 2023 had expected achievement levels of 0%, 58%, and 46%, respectively. As of December 31, 2022, the performance stock units granted during 2020, 2021, and 2022 had expected achievement level of 116%, 0%, and 81%, respectively. As of December 31, 2021, the Company included outstanding performance stock units in the calculation of diluted net income per share. As of December 31, 2021, the performance stock units granted during 2020 and 2021 had expected achievement levels of 150% and 0%, respectively. Refer to Note 12 —"Stock-Based Compensation" for additional information related to performance stock units.

For the years ended December 31, 2023, 2022, and 2021, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 17) were excluded from the calculation of diluted loss per share because they were anti-dilutive. 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 December 31, 2023, 2022, and 2021, the number of shares that would be issuable assuming conversion of all of the Convertible Senior Notes is approximately 3,210,098, 6,261,560, and 6,261,560, respectively.

Organization and Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 segment reportingUnit shares	Dec. 31, 2022 shares
Concentration Risk [Line Items]
Number of operating segments \| segment	1
share-based payment award, award requisite service period	4 years
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock reserved (in shares)	44,592,265
Number of reporting units \| reportingUnit	1
Customer Concentration Risk \| Accounts Receivable \| Customer one
Concentration Risk [Line Items]
Concentration risk, percent	48.00%	45.00%
Customer Concentration Risk \| Accounts Receivable \| Customer two
Concentration Risk [Line Items]
Concentration risk, percent	11.00%	9.00%
Supplier Concentration Risk \| Accounts Payable \| One Seller
Concentration Risk [Line Items]
Concentration risk, percent	29.00%	28.00%
Cloud computing software
Concentration Risk [Line Items]
Finite-lived intangible asset, amortization term	3 years
Measurement input, expected dividend payment
Concentration Risk [Line Items]
Alternative investment, measurement input	0

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 1,637	$ (5,274)	$ (95,053)
Net deferred tax liability	315	2,694
Increase (decrease) in valuation allowance	30,200	(20,700)	$ 53,900
Unremitted earnings of the subsidiaries outside of the United States	30,800
Deferred income tax liabilities, net
Operating Loss Carryforwards [Line Items]
Net deferred tax liability	700	5,100
Other assets, non-current
Operating Loss Carryforwards [Line Items]
Net deferred tax liability	400	$ 2,400
Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	4,400
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	324,100
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	227,900
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	10,500
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 23,300

Stock-Based Compensation - Performance Stock Units Activity (Details) - Unvested performance stock units shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	639
Granted (in shares) \| shares	474
Vested (in shares) \| shares	(138)
Forfeited (in shares) \| shares	(8)
Ending balance (in shares) \| shares	967
Weighted-Average Grant Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 19.02
Granted (in USD per share) \| $ / shares	13.32
Vested (in USD per share) \| $ / shares	6.15
Forfeited (in USD per share) \| $ / shares	6.15
Ending balance (in USD per share) \| $ / shares	$ 18.17

Organization and Summary of Significant Accounting Policies - Intangible Assets (Details)	Dec. 31, 2023
Developed technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
In-process research and development \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years
In-process research and development \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	6 months
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	4 years
Backlog
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	9 months
Non-compete agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	1 year
Non-compete agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	2 years
Other intangible assets \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 months
Other intangible assets \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	1 year 6 months

Stock-Based Compensation - Stock Options Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic values of options exercised	$ 2.2
Unrecognized employee stock-based compensation	5.6
Fair value of options vested in period	$ 4.7
Weighted average grant date fair value (USD per share) \| $ / shares	$ 7.27
Intrinsic value of nonvested unit	$ 2.5
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation, period for recognition	2 years
Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation, period for recognition	2 years 7 months 6 days
Share-based payment award, aggregate intrinsic value, vested	$ 50.7
Granted (in USD per share) \| $ / shares	$ 10.67
Intrinsic value of nonvested unit	$ 107.0
Unrecognized employee stock-based compensation	$ 120.3

Stock-Based Compensation - Stock-Based Compensation Expense Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Tax expense (benefit)	$ 5.5	$ 6.4	$ (151.6)
Tax benefit realized related to awards vested or exercised	$ 12.5	$ 9.6	$ 40.5

Goodwill and Intangible Assets - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 30,134
2025	14,445
2026	6,001
2027	431
Total identifiable intangible assets, net	$ 51,011	$ 253,501

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

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 15).

As of December 31, 2023 and 2022, the Company had $5.3 million and $5.3 million, respectively, of letters of credit associated with office leases available for borrowing, on 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. As of December 31, 2023, 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
2024	$	62,038
2025	23,963
2026	241
2027	241
2028	241
Total	$	86,724

The amounts above include commitments under a cloud-managed services agreement, under which the Company has a non-cancelable minimum spend commitment from July 2023 to June 2025 of $57.6 million in each twelve-month period (i.e. July 2023 to June 2024 and July 2024 to June 2025). The minimum spend commitment reflected above approximates the manner in which the Company expects to fulfill the obligations.

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, audits by taxing authorities, 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 December 31, 2023. However, based on management’s knowledge as of December 31, 2023, 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.

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Secured Debt \| Term Loan B Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 352,300	$ 333,300
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	281,162	259,647
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	$ 174,300	$ 305,000

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangible assets	$ 202,500	$ 184,400	$ 121,900
Historical cost	$ 383,700	$ 40,500	$ 11,100
Basic (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Diluted (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Computer Software, Intangible Asset
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangible assets			$ 0
SpotX and Telaria
Acquired Finite-Lived Intangible Assets [Line Items]
Non-cash impairments	$ 506	$ 3,320	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Merger, acquisition, and restructuring costs
Scenario, Adjustment \| Intangible Assets, Amortization Period
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangible assets	$ 97,600	$ 34,700
Basic (in USD per share)	$ 0.71	$ 0.27
Diluted (in USD per share)	$ 0.71	$ 0.27

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 72,617	$ 64,118	$ 40,735
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	1,809	1,666	792
Sales and marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	27,263	21,558	15,718
Technology and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	20,542	19,961	11,857
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	22,860	18,929	11,297
Merger, acquisition, and restructuring costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 143	$ 2,004	$ 1,071

Revenues - Revenue Recognized on a Gross and Net Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 619,710	$ 577,069	$ 468,413
Net basis
Disaggregation of Revenue [Line Items]
Revenue	508,478	475,633	389,358
Gross basis
Disaggregation of Revenue [Line Items]
Revenue	$ 111,232	$ 101,436	$ 79,055
Revenue from Contract with Customer Benchmark \| Concentration of Basis of Revenue Recognition
Disaggregation of Revenue [Line Items]
Concentration risk, percent	100.00%	100.00%	100.00%
Revenue from Contract with Customer Benchmark \| Concentration of Basis of Revenue Recognition \| Net basis
Disaggregation of Revenue [Line Items]
Concentration risk, percent	82.00%	82.00%	83.00%
Revenue from Contract with Customer Benchmark \| Concentration of Basis of Revenue Recognition \| Gross basis
Disaggregation of Revenue [Line Items]
Concentration risk, percent	18.00%	18.00%	17.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Los Angeles, California

Debt - Summary of Term Loan B Facility (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, gross	$ 556,067
Debt, net of debt discounts and issuance costs	532,986	$ 722,757
Secured Debt \| Term Loan B Facility
Debt Instrument [Line Items]
Long-term debt, gross	351,000	354,600
Unamortized debt discounts	(6,594)	(8,158)
Less: Unamortized debt issuance cost	(10,289)	(12,730)
Debt, net of debt discounts and issuance costs	$ 334,117	$ 333,712

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense on property and equipment	$ 24.0	$ 19.0	$ 16.1
Impairment of long-lived assets	$ 0.5	$ 0.0	$ 0.0
Impairment Long Lived Asset Held For Use Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	impairment

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued expenses included the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Accounts payable—seller	$	1,333,242	$	1,057,556
Accounts payable—trade	23,844		19,387
Accrued employee-related payables	15,090		15,065
Accrued holdback - indemnification claims	—		2,313
Total	$	1,372,176	$	1,094,321

Stock-Based Compensation - Narrative (Details) - shares			12 Months Ended
Stock-Based Compensation - Narrative (Details) - shares	Jun. 14, 2023	Jan. 01, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	8,056,129	6,700,286
Number of shares available for grant (in shares)			23,180,894
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Options to purchase common stock \| 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 One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage			50.00%	50.00%	50.00%
Restricted Stock Units (RSUs) \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage			50.00%	50.00%	50.00%
RSUs granted (in shares)			0	700,000	400,000

Revenues - Revenue Disaggregated by Geographic Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 619,710	$ 577,069	$ 468,413
United States
Disaggregation of Revenue [Line Items]
Revenues	462,167	447,634	365,161
International
Disaggregation of Revenue [Line Items]
Revenues	$ 157,543	$ 129,435	$ 103,252

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The estimated useful lives of the Company’s property and equipment are as follows:


			Years
Computer equipment and network hardware			3
Furniture, fixtures and office equipment			5 to 7
Leasehold improvements			Shorter of useful life or life of lease

Major classes of property and equipment were as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
Purchased software	$	1,124	$	1,250
Computer equipment and network hardware	154,821		150,405
Furniture, fixtures and office equipment	4,031		3,659
Leasehold improvements	3,893		3,368
Gross property and equipment	163,869		158,682
Accumulated depreciation	(116,498)		(113,713)
Net property and equipment	$	47,371	$	44,969

The Company's property and equipment, net by geographical region was as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
United States	$	32,161	$	31,036
International	15,210		13,933
Total	$	47,371	$	44,969

Organization and Summary of Significant Accounting Policies - Property and Equipment (Details)	Dec. 31, 2023
Computer equipment and network hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture, fixtures and office equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Furniture, fixtures and office equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years

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						0
Beginning Balance at Dec. 31, 2020	$ 381,613	$ 2	$ 777,084	$ (957)	$ (394,516)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		1,560
Exercise of common stock options	9,425		9,425
Issuance of common stock related to employee stock purchase plan (in shares)		255
Issuance of common stock related to employee stock purchase plan	3,714		3,714
Issuance of common stock related to RSU vesting (in shares)		4,624
Shares withheld related to net share settlement (in shares)		(289)
Shares withheld related to net share settlement	(6,496)		(6,496)
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
Purchase of treasury stock (in shares)						(349)
Purchase of treasury stock	(6,007)					$ (6,007)
Capped call options			(38,960)
Stock-based compensation	42,231		42,231
Other comprehensive income (loss)	(419)			(419)
Net income (loss)	65				65
Ending Balance (in shares) at Dec. 31, 2021		132,553
Ending Balance (in shares) at Dec. 31, 2021						(349)
Ending 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)		613
Exercise of common stock options	2,234		2,234
Issuance of common stock related to employee stock purchase plan (in shares)		426
Issuance of common stock related to employee stock purchase plan	3,744		3,744
Issuance of common stock related to RSU vesting (in shares)		3,276
Shares withheld related to net share settlement (in shares)		(1,270)
Shares withheld related to net share settlement	(14,498)		(14,498)
Purchase of treasury stock (in shares)						(1,243)
Purchase of treasury stock	$ (15,663)					$ (15,663)
Retirement of common stock (in shares)	(1,592)					1,592
Retirement of common stock	$ 0		(21,670)			$ 21,670
Stock-based compensation	66,822		66,822
Other comprehensive income (loss)	(1,775)			(1,775)
Net income (loss)	(130,323)				(130,323)
Ending Balance (in shares) at Dec. 31, 2022		134,006
Ending Balance (in shares) at Dec. 31, 2022						0
Ending Balance at Dec. 31, 2022	791,298	$ 2	1,319,221	(3,151)	(524,774)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		395
Exercise of common stock options	2,166		2,166
Issuance of common stock related to employee stock purchase plan (in shares)		438
Issuance of common stock related to employee stock purchase plan	3,513		3,513
Issuance of common stock related to RSU vesting (in shares)		4,777
Shares withheld related to net share settlement (in shares)		(1,039)
Shares withheld related to net share settlement	(11,814)		(11,814)
Stock-based compensation	74,629		74,629
Other comprehensive income (loss)	1,075			1,075
Net income (loss)	(159,184)				(159,184)
Ending Balance (in shares) at Dec. 31, 2023		138,577
Ending Balance (in shares) at Dec. 31, 2023						0
Ending Balance at Dec. 31, 2023	$ 701,683	$ 2	$ 1,387,715	$ (2,076)	$ (683,958)	$ 0

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

As of December 31, 2023, 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
2024	$	62,038
2025	23,963
2026	241
2027	241
2028	241
Total	$	86,724

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity In December 2021, the Board of Directors approved a repurchase program (the "2021 Repurchase Plan"), under which the Company was authorized to purchase up to $50.0 million of its common stock over the twelve month period commencing December 10, 2021. In November 2022, the Board of Directors approved an extension of the 2021 Repurchase Plan through December 15, 2023. Under the 2021 Repurchase Plan, 1,592,257 shares were purchased in open market purchases through December 31, 2023 for a total of approximately $21.7 million at an average of $13.61 per share. In February 2023, the Board of Directors approved a repurchase plan (the “February 2023 Repurchase Plan”), pursuant to which the Company was authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $75.0 million, through February 16, 2025. The repurchase program allowed the Company to repurchase its common stock or Convertible Senior Notes using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S. securities laws. The February 2023 Repurchase Plan was completed during the second quarter of 2023. On August 4, 2023, the Board of Directors approved a new repurchase plan (the "August 2023 Repurchase Plan"), pursuant to which the Company is authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $100.0 million, through August 4, 2025. As of December 31, 2023, $9.5 million remains available under the August 2023 Repurchase Plan. For accounting purposes, common stock repurchases under the Company's repurchase programs are recorded based upon the purchase date of the applicable trade. Repurchased shares are accounted for as treasury stock in the consolidated balance sheets and have all been subsequently retired.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES:
Net income (loss)	$ (159,184)	$ (130,323)	$ 65
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	240,820	216,052	146,886
Stock-based compensation	72,617	64,118	40,735
Impairment of intangible assets	0	3,320	0
Gain on extinguishment of debt	(26,480)	0	0
(Gain) loss on disposal of property and equipment	311	(86)	130
Provision for (recovery of) doubtful accounts	4,666	(163)	49
Amortization of debt discount and issuance costs	6,279	6,785	4,925
Non-cash lease expense	(1,712)	1,485	(350)
Deferred income taxes	(2,379)	(8,802)	(98,770)
Unrealized foreign currency (gain) loss, net	1,266	(271)	(2,259)
Other items, net	2,696	0	3,292
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	(220,102)	(46,325)	(254,368)
Prepaid expenses and other assets	1,004	(4,228)	1,324
Accounts payable and accrued expenses	294,677	91,377	284,905
Other liabilities	(112)	(389)	25
Net cash provided by operating activities	214,367	192,550	126,589
INVESTING ACTIVITIES:
Purchases of property and equipment	(26,764)	(30,815)	(17,697)
Capitalized internal use software development costs	(10,619)	(13,582)	(11,431)
Mergers and acquisitions, net of cash acquired and indemnification claims holdback	0	(20,755)	(661,869)
Net cash used in investing activities	(37,383)	(65,152)	(690,997)
FINANCING ACTIVITIES:
Proceeds from Convertible Senior Notes offering	0	0	400,000
Proceeds from issuance of debt, net of debt discount	0	0	349,200
Payment for capped call options	0	0	(38,960)
Payment for debt issuance costs	0	0	(30,378)
Proceeds from exercise of stock options	2,166	2,234	9,425
Proceeds from issuance of common stock under employee stock purchase plan	3,513	3,744	3,714
Repayment of debt	(3,600)	(3,600)	(1,800)
Repayments of Convertible Debt	(165,518)	0	0
Repayment of financing lease	(276)	(807)	(645)
Purchase of treasury stock	0	(15,663)	(6,007)
Taxes paid related to net share settlement	(11,814)	(14,498)	(6,496)
Payment of indemnification claims holdback	(2,313)	(1,582)	0
Net cash provided by (used in) financing activities	(177,842)	(30,172)	678,053
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	575	(1,417)	(683)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(283)	95,809	112,962
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	326,502	230,693	117,731
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	326,219	326,502	230,693
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	326,219	326,254	230,401
Restricted cash included in prepaid expenses and other current assets	0	248	240
Restricted cash included in other assets, non-current	0	0	52
Total cash, cash equivalents and restricted cash	326,219	326,502	230,693
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes	5,357	4,932	2,141
Cash paid for interest	37,028	26,320	12,908
Capitalized assets financed by accounts payable and accrued expenses and other liabilities	1,690	1,295	2,171
Capitalized stock-based compensation	2,012	2,704	1,496
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	4,017	20,131	42,013
Purchase consideration - indemnification claims holdback	0	2,293	1,602
Common stock and options issued for mergers and acquisitions	0	0	495,591
Debt discount, non-cash	$ 0	$ 0	$ 10,800

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
STOCKHOLDERS' EQUITY
Preferred stock, par or stated value per share (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 or stated value per share (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)	138,577,000	134,006,000

Accumulated Other Comprehensive Loss - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	$ 791,298	$ 880,757	$ 381,613
Other comprehensive loss	1,075	(1,775)	(419)
Ending Balance	701,683	791,298	880,757
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	(3,151)	(1,376)	(957)
Other comprehensive loss	1,075	(1,775)	(419)
Ending Balance	$ (2,076)	$ (3,151)	$ (1,376)

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Debt - Convertible Senior Notes and Capped Call Transactions Narrative (Details)	1 Months Ended	12 Months Ended
	Mar. 31, 2021 USD ($) day $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)
Debt Instrument [Line Items]
Proceeds from convertible debt		$ 0	$ 0	$ 400,000,000
Debt issuance costs, gross	$ 11,400,000				$ 27,700,000
Repayments of convertible debt		165,518,000	0	0
Gain on extinguishment of debt		$ 26,480,000	$ 0	$ 0
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
Proceeds from convertible debt	388,600,000
Capped calls, transaction costs	$ 39,000,000
Percentage of outstanding balance holders able to call debt in the event of default	25.00%
Conversion ratio	0.0156539	0.0156539
Repayments of convertible debt		$ 165,500,000
Gain on extinguishment of debt		26,500,000
Debt instrument, repurchased during period		194,900,000
Deferred debt issuance cost, writeoff		$ 2,900,000
Convertible Senior Notes \| Convertible Debt \| Maximum
Debt Instrument [Line Items]
Make-whole fundamental change period	45 days
Conversion price (in USD per share) \| $ / shares	$ 91.2600
Convertible Senior Notes \| Convertible Debt \| Minimum
Debt Instrument [Line Items]
Make-whole fundamental change period	20 days
Conversion price (in USD per share) \| $ / shares	$ 63.8818
Convertible Senior Notes \| Convertible Debt \| Conversion Term (i)
Debt Instrument [Line Items]
Threshold percentage 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 percentage of stock price trigger	98.00%
Threshold trading days \| day	5
Threshold consecutive trading days \| day	10
Convertible Senior Notes \| Convertible Debt \| Conversion Term (v)
Debt Instrument [Line Items]
Threshold trading days \| day	40
Convertible Senior Notes \| Convertible Debt \| Conversion Term (iv)
Debt Instrument [Line Items]
Threshold percentage of stock price trigger	130.00%
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On January 1, 2024, the Company granted 6,352,327 restricted stock units, 129,870 stock options, and 486,431 performance stock units to the Company's employees. The RSUs granted will vest over four years from issuance with approximately 25% after one year, and the remainder vesting quarterly thereafter. The options granted will vest over four years from grant date, with 25% vesting after one year and the remainder vesting monthly thereafter. The PSUs will vest on the three-year anniversary of the grant date based on certain stock price performance metrics to be measured on each anniversary date. The award is eligible to vest as to 0% to 150% of the target number of PSUs. On February 1, 2024, the Company’s Board of Directors approved a repurchase program (the "February 2024 Repurchase Plan"), under which the Company is authorized to purchase up to $125.0 million of its common stock or Convertible Senior Notes through February 1, 2026. The February 2024 Repurchase Plan allows the Company to repurchase its common stock or Convertible Senior Notes using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S. securities laws. The February 2024 Repurchase Plan does not obligate us to repurchase any particular amount of common stock or Convertible Senior Notes and may be suspended, modified or discontinued at any time at the Company's discretion. On February 6, 2024, the Company entered into a $540.0 million senior secured credit agreement (the "New Credit Agreement"). The New Credit Agreement includes a $365.0 million senior secured term loan facility that matures in February 2031, as well as a $175.0 million senior secured revolving credit facility that matures in February 2029. Proceeds from the New Credit Agreement were used to fully refinance the Company’s existing senior secured Term Loan B Facility and Revolving Credit Facility, and to pay fees and expenses associated with the transaction. The new senior secured term loan facility bears interest at Term SOFR + 4.50% and was issued with a 99.0% original issue price. Loans under the new secured revolving credit facility will bear interest at Term SOFR plus a margin ranging from 3.50% - 4.00%.

Nature of Operations	12 Months Ended
Nature of Operations	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations 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. The Company operates a sell side advertising platform that offers buyers and sellers of digital advertising a single partner for transacting globally across all channels, formats, and auction types. The Company's common stock is listed on the Nasdaq Global Select Market of The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "MGNI." 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. Sellers monetize their inventory through the Company’s platform by seamlessly connecting to a global market of integrated buyers that transact through real-time bidding, which includes direct sale of premium inventory to a buyer, referred to as private marketplace, and open auction bidding, where buyers bid against each other in a real-time auction for the right to purchase a publisher’s inventory, referred to as open marketplace. At the same time, buyers leverage the Company’s platform to manage their advertising spending and reach their target audiences, simplify order management and campaign tracking, obtain actionable insights into audiences for their advertising, and access impression-level purchasing from thousands of sellers.

Property and Equipment - Summary of Property and Equipment by Geographical Region (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 47,371	$ 44,969
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	32,161	31,036
International
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 15,210	$ 13,933

Internal Use Software Development Costs

12 Months Ended

Dec. 31, 2023

Research and Development [Abstract]

Internal Use Software Development Costs

Internal use software development costs were as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
Internal use software development costs, gross	82,932		$	77,151
Accumulated amortization	(61,006)		(53,480)
Internal use software development costs, net	$	21,926	$	23,671

During the years ended December 31, 2023, 2022, and 2021, the Company capitalized $12.6 million, $16.2 million, and $12.9 million, respectively, of internal use software development costs. Amortization expense was $14.3 million, $12.6 million, and $9.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. In the years ended December 31, 2023, 2022, and 2021, amortization expense included the write-off of software development costs of $0.4 million, $1.5 million, and $0.1 million, in the respective periods, related to the abandonment of the associated projects.

During the fourth quarter of 2022, the Company reassessed the remaining estimated useful lives of capitalized software projects related to integration of its technology platforms, which were revised to end during the third quarter of 2023. The change in the remaining estimated useful lives for the related projects resulted in increased amortization expense of $1.9 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. The increased amortization expense increased the basic and diluted loss per share by $0.01 and $0.01, net of tax, for the years ended December 31, 2023 and 2022, respectively.

Based on the Company’s internal use software development costs at December 31, 2023, excluding projects that are not ready for their intended use with a value of $3.9 million, estimated amortization expense of $9.3 million, $6.6 million, and $2.2 million is expected to be recognized in 2024, 2025, and 2026, respectively.

Merger, Acquisition, and Restructuring Costs - Accrued Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Impairment of property and equipment, net	$ 506	$ 0	$ 0
Impairment costs of abandoned technology (Note 8)	0	3,320	0
Non-cash stock-based compensation	143	2,004	1,071
SpotX and Telaria
Restructuring Reserve [Roll Forward]
Accrued merger, acquisition, and restructuring costs at beginning of period	1,222	2,742	2,935
Personnel related and non-cash stock-based compensation	3,361	3,231	7,255
Loss contracts (facility related)	2,190	0	2,500
Exit costs	1,408	0	0
Impairment of property and equipment, net	506	0	0
Impairment costs of abandoned technology (Note 8)	0	3,320	0
Cash paid for restructuring costs	4,521	2,747	6,377
Non-cash loss contracts (lease related)	2,190	0	2,500
Non-cash impairments	506	3,320	0
Non-cash stock-based compensation	143	2,004	1,071
Accrued merger, acquisition, and restructuring costs at end of period	$ 1,327	$ 1,222	$ 2,742

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss)	$ (159,184)	$ (130,323)	$ 65

- Definition

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

+ References

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+ Details

Business Combinations - SpringServe Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2021
Business Acquisition [Line Items]
Goodwill	$ 978,217	$ 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

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

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 December 31, 2023:


	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	$	281,162	$	281,162	$	—	$	—

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 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	$	259,647	$	259,647	$	—	$	—

Business Combinations - Carbon (Details) - USD ($) $ in Thousands		1 Months Ended
	Jul. 01, 2021	Feb. 28, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 23,400
Goodwill			$ 969,873	$ 978,217	$ 978,217
Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life			2 years
Carbon (AI) Limited and Mode Technologies, Inc.
Business Acquisition [Line Items]
Purchase consideration		$ 23,100
Business Combination, Contingent Consideration, Liability		2,300
Goodwill		8,500
Carbon (AI) Limited and Mode Technologies, Inc. \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 14,200
Estimated Useful Life		5 years
Carbon (AI) Limited and Mode Technologies, Inc. \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 200
Estimated Useful Life		2 years
Carbon (AI) Limited and Mode Technologies, Inc. \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 200
Estimated Useful Life		6 months

Leases - Schedule of Lease Liability Maturities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Fiscal Year
2024	$ 23,890
2025	15,367
2026	12,282
2027	7,697
2028	7,841
Thereafter	14,366
Total lease payments (undiscounted)	81,443
Less: imputed interest	(11,376)
Lease liabilities—total (discounted)	$ 70,067
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current, Lease liabilities, non-current

Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, gross	$ 556,067
Less: Current portion	(3,600)	$ (3,600)
Debt, non-current, net of debt issuance costs	532,986	722,757
Convertible Debt \| Convertible Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross	205,067	400,000
Less: Unamortized discount and debt issuance cost	(2,598)	(7,355)
Total	202,469	392,645
Secured Debt \| Term Loan B Facility
Debt Instrument [Line Items]
Long-term debt, gross	351,000	354,600
Less: Unamortized discount and debt issuance cost	(16,883)	(20,888)
Total	334,117	333,712
Debt, non-current, net of debt issuance costs	$ 334,117	$ 333,712

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expense

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Accounts payable—seller	$	1,333,242	$	1,057,556
Accounts payable—trade	23,844		19,387
Accrued employee-related payables	15,090		15,065
Accrued holdback - indemnification claims	—		2,313
Total	$	1,372,176	$	1,094,321

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the years ended December 31, 2023, 2022, and 2021, the Company did not have material transactions with its related parties or affiliates of its related parties requiring disclosure pursuant to the applicable rules of the Financial Accounting Standards Boards or the U.S. Securities and Exchange Commission.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Debt - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Amortization of debt issuance cost and discount	$ 5.8	$ 6.3	$ 4.5
Amortization of other deferred charges	$ 0.5	$ 0.5	$ 0.4

Stock-Based Compensation - Valuation Assumptions (Details) - Options to purchase common stock	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 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	3.99%	1.63%	0.88%
Expected volatility	84.00%	79.00%	79.00%
Dividend yield	0.00%	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity (Details) - USD ($)	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 04, 2023	Feb. 28, 2023	Dec. 13, 2021
Class of Stock [Line Items]
Stock repurchase program, authorized amount						$ 50,000,000
Value of shares acquired		$ 15,663,000	$ 6,007,000
2021 Share Repurchase Program
Class of Stock [Line Items]
Shares repurchased (in shares)	1,592,257
Value of shares acquired	$ 21,700,000
Average cost per share acquired (in USD per share)	$ 13.61
February 2023 Repurchase Plan
Class of Stock [Line Items]
Stock repurchase program, authorized amount					$ 75,000,000
August 2023 Repurchase Plan
Class of Stock [Line Items]
Stock repurchase program, authorized amount				$ 100,000,000
Stock repurchase program, remaining authorized repurchase amount	$ 9,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance	$ 978,217	$ 969,873
Additions or adjustments	0
Ending balance	$ 978,217	978,217
SpotX, Inc.
Goodwill [Roll Forward]
Adjustments during period		(112)
Carbon
Goodwill [Roll Forward]
Additions during period		$ 8,456

- 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

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company has operating leases for office facilities and data centers. The lease terms of the Company’s leases generally range from 1.0 year to 10.0 years. The weighted average remaining lease term of leases included in lease liabilities is 5.2 years and 5.6 years as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and December 31, 2022, a weighted average discount rate of 6.19% and 6.11%, respectively, were applied to the remaining lease payments to calculate the lease liabilities included within the consolidated balance sheets.

Operating lease expense associated with leases included in the lease liability and right of use ("ROU") asset on the consolidated balance sheets were $24.5 million, $23.3 million and $20.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. For lease expenses not included in the Company's ROU asset and lease liability balances, the Company recognized short term lease expense of $0.5 million, $1.2 million and $1.2 million and variable lease expense of $3.8 million, $3.1 million, and $2.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of December 31, 2023 (in thousands):


Fiscal Year
2024	$	23,890
2025	15,367
2026	12,282
2027	7,697
2028	7,841
Thereafter	14,366
Total lease payments (undiscounted)	81,443
Less: imputed interest	(11,376)
Lease liabilities—total (discounted)	$	70,067

The Company also received rental income of $5.3 million, $5.2 million, and $4.4 million for real estate leases for which it subleased the property to a third party during the years ended December 31, 2023, 2022, and 2021, respectively. Rental income is included in other income in the consolidated statements of operations.

Business Combinations - SpringServe Purchase Consideration (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Indemnification claims - holdback		$ 0	$ 2,293	$ 1,602
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

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Details of the Company’s goodwill were as follows (in thousands):


	Total
Beginning balance at December 31, 2021	$	969,873
Additions for Acquisition of Carbon (Note 9)	8,456
Adjustments to the Acquisition of SpotX (Note 9)	(112)
Ending balance at December 31, 2022	978,217
Additions or adjustments	—
Ending balance at December 31, 2023	$	978,217

The Company’s intangible assets as of December 31, 2023 and 2022 included the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Amortizable intangible assets:
Developed technology	$	109,736	$	390,136
Customer relationships	37,300		136,000
In-process research and development	8,830		12,730

Trademarks	900		900
Non-compete agreements	200		900
Total identifiable intangible assets, gross	156,966		540,666
Accumulated amortization—intangible assets:
Developed technology	(75,321)		(184,439)
Customer relationships	(24,867)		(97,316)
In-process research and development	(4,832)		(4,398)

Trademarks	(750)		(450)
Non-compete agreements	(185)		(562)
Total accumulated amortization—intangible assets	(105,955)		(287,165)
Total identifiable intangible assets, net	$	51,011	$	253,501

Amortization of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $202.5 million, $184.4 million, and $121.9 million, respectively. For the years ended December 31, 2023, 2022, and 2021, the Company wrote off fully amortized intangible assets with a historical cost of $383.7 million, $40.5 million and $11.1 million, respectively. During the year ended December 31, 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, which was included in merger, acquisition, and restructuring costs in the consolidated statements of operations.

During the fourth quarter of 2022, the Company reassessed the remaining estimated useful lives of the developed technology and in-process research and development related to the SpotX acquisition based on the remaining expected benefit from those assets, which were revised to end during the third quarter of 2023. The change in the remaining estimated useful lives for developed technology and in-process research and development resulted in increased amortization expense of $97.6 million and $34.7 million for the years ended December 31, 2023 and 2022. The increased amortization expense increased the basic and diluted loss per share by $0.71 and $0.27, net of tax, for the years ended December 31, 2023 and 2022.

The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of December 31, 2023:


Fiscal Year	Amount
	(in thousands)
2024	$	30,134
2025	14,445
2026	6,001
2027	431


Total	$	51,011

The Company's qualitative assessment in the fourth quarter of 2023 did not indicate that it is more likely than not that the fair value of its goodwill, intangible assets, and other long-lived assets is less than the aggregate carrying amount.

Stock-Based Compensation - Weighted Average Assumptions (Details) - Unvested performance stock units - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period (in years)	3 years	3 years	4 years 10 months 24 days
Risk-free interest rate	4.19%	1.39%	0.81%
Expected volatility of Magnite	94.00%	84.00%	79.00%
Expected volatility of selected peer companies	64.00%	63.00%	61.00%
Expected correlation coefficients of Magnite	62.00%	56.00%	54.00%
Expected correlation coefficients of selected peer companies	54.00%	52.00%	54.00%
Dividend yield	$ 0	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss, which relate to foreign currency translation, were as follows (in thousands):


	Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(957)
Other comprehensive loss	(419)
Balance at December 31, 2021	(1,376)
Other comprehensive loss	(1,775)
Balance at December 31, 2022	(3,151)
Other comprehensive income	1,075
Balance at December 31, 2023	$	(2,076)

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (159,184)	$ (130,323)	$ 65
Other comprehensive income (loss):
Foreign currency translation adjustments	1,075	(1,775)	(419)
Other comprehensive income (loss)	1,075	(1,775)	(419)
Comprehensive loss	$ (158,109)	$ (132,098)	$ (354)

- Definition

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

+ References

+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 619,710	$ 577,069	$ 468,413
Expenses:
Cost of revenue	409,906	307,165	201,662
Sales and marketing	173,982	200,081	170,406
Technology and development	94,318	93,757	74,449
General and administrative	89,048	81,382	64,789
Merger, acquisition, and restructuring costs	7,465	7,468	38,177
Total expenses	774,719	689,853	549,483
Loss from operations	(155,009)	(112,784)	(81,070)
Other (income) expense:
Interest expense, net	32,369	29,260	19,848
Foreign exchange (gain) loss, net	1,953	(1,129)	(1,480)
Gain on extinguishment of debt	(26,480)	0	0
Other income	(5,304)	(5,318)	(4,450)
Total other expense, net	2,538	22,813	13,918
Loss before income taxes	(157,547)	(135,597)	(94,988)
Provision (benefit) for income taxes	1,637	(5,274)	(95,053)
Net income (loss)	$ (159,184)	$ (130,323)	$ 65
Net income (loss) per share:
Basic (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Diluted (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Weighted average shares used to compute net income (loss) per share:
Basic (in shares)	136,620	132,887	126,294
Diluted (in shares)	136,620	132,887	136,261

Net Income (Loss) Per Share - Narrative (Details)	1 Months Ended	12 Months Ended
Net Income (Loss) Per Share - Narrative (Details)	Mar. 31, 2021	Dec. 31, 2023 equityInstrument	Dec. 31, 2022 equityInstrument	Dec. 31, 2021 equityInstrument
Convertible Senior Notes \| Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Conversion ratio	0.0156539	0.0156539
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares issuable assuming conversion (in shares)		3,210,098	6,261,560	6,261,560
Performance Shares, Granted in 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage		0.00%
Performance Shares, Granted in 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage		58.00%
Performance Shares, Granted in 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage		46.00%
Performance Shares, Granted April 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage			116.00%	150.00%
Performance shares, Granted April 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage			0.00%
Performance shares, Granted August 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage				0.00%
Performance shares, Granted in 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Performance measurement percentage			81.00%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 326,219	$ 326,254
Accounts receivable, net	1,176,276	976,506
Prepaid expenses and other current assets	20,508	23,501
TOTAL CURRENT ASSETS	1,523,003	1,326,261
Property and equipment, net	47,371	44,969
Right of use lease asset	60,549	78,211
Internal use software development costs, net	21,926	23,671
Intangible assets, net	51,011	253,501
Goodwill	978,217	978,217
Other assets, non-current	6,729	7,383
TOTAL ASSETS	2,688,806	2,712,213
Current liabilities:
Accounts payable and accrued expenses	1,372,176	1,094,321
Lease liabilities, current	20,402	21,172
Debt, current	3,600	3,600
Other current liabilities	5,957	5,939
TOTAL CURRENT LIABILITIES	1,402,135	1,125,032
Debt, non-current, net of debt issuance costs	532,986	722,757
Lease liabilities, non-current	49,665	66,331
Deferred tax liabilities, net	680	5,072
Other liabilities, non-current	1,657	1,723
TOTAL LIABILITIES	1,987,123	1,920,915
Commitments and contingencies (Note 16)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2023 and December 31, 2022; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022	0	0
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2023 and December 31, 2022; 138,577 and 134,006 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	2	2
Additional paid-in capital	1,387,715	1,319,221
Accumulated other comprehensive loss	(2,076)	(3,151)
Accumulated deficit	(683,958)	(524,774)
TOTAL STOCKHOLDERS' EQUITY	701,683	791,298
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,688,806	$ 2,712,213

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

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 December 31, 2023:


	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	$	281,162	$	281,162	$	—	$	—

The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 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	$	259,647	$	259,647	$	—	$	—

At December 31, 2023 and 2022, cash equivalents of $281.2 million and $259.6 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 December 31, 2023 and 2022, the Company had Convertible Senior Notes and its Term Loan B Facility (as defined in Note 17) included in its balance sheets. The estimated fair value of the Company's Convertible Senior Notes was $174.3 million and $305.0 million, as of December 31, 2023 and 2022, 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 December 31, 2023 and 2022 and is classified as Level 2 in the fair value hierarchy. At December 31, 2023 and 2022, the estimated fair value of the Company's Term Loan B Facility was $352.3 million and $333.3 million, respectively. 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 years ended December 31, 2023 and 2022.

- 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

Merger, Acquisition, and Restructuring Costs

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Merger, Acquisition, and Restructuring Costs

Merger, acquisition, and restructuring costs consist primarily of professional services fees and employee termination costs, including stock-based compensation charges, associated with the SpotX Acquisition, the SpringServe Acquisition, and restructuring activities. During the year ended December 31, 2023, these activities included the Company's reduction of its global workforce primarily associated with the elimination of duplicative roles and other costs associated with the consolidation of its legacy CTV and SpotX CTV platforms following the SpotX Acquisition, including loss contracts for office facilities the Company does not plan to continue to occupy and impairment charges related to certain assets it no longer plans to utilize.

The following table summarizes merger, acquisition, and restructuring cost activity:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Personnel related (severance and one-time termination benefit costs)	$	3,218	$	1,227	$	6,184
Loss contracts (facility related)	2,190		—		2,500
Exit costs	1,408		—		—
Impairment of property and equipment, net (Note 6)	506		—		—
Non-cash stock-based compensation (double trigger acceleration and severance)	143		2,004		1,071
Impairment costs of abandoned technology (Note 8)	—		3,320		—
Professional services (investment banking advisory, legal and other professional services)	—		917		28,422
Total merger, acquisition, and restructuring costs	$	7,465	$	7,468	$	38,177

Accrued restructuring costs related to mergers, acquisition, and restructuring activities were primarily related to the SpotX Acquisition and the SpringServe Acquisition. Accrued restructuring costs associated with personnel costs are included in accounts payable and accrued expenses and accruals related to assumed loss contracts are included in other current liabilities and other liabilities, non-current on the Company's consolidated balance sheets.


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Accrued merger, acquisition, and restructuring costs at beginning of period	$	1,222	$	2,742	$	2,935
Personnel related and non-cash stock-based compensation	3,361		3,231		7,255
Loss contracts (facility related)	2,190		—		2,500
Exit costs	1,408		—		—
Impairment of property and equipment, net	506		—		—
Impairment costs of abandoned technology	—		3,320		—
Cash paid for restructuring costs	(4,521)		(2,747)		(6,377)
Non-cash loss contracts (lease related)	(2,190)		—		(2,500)
Non-cash impairments	(506)		(3,320)		—
Non-cash stock-based compensation	(143)		(2,004)		(1,071)
Accrued merger, acquisition, and restructuring costs at end of period	$	1,327	$	1,222	$	2,742

Internal Use Software Development Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Capitalized computer software, additions	$ 12.6	$ 16.2	$ 12.9
Capitalized computer software, amortization	14.3	12.6	9.0
Internal use software development costs, write-offs	$ 0.4	$ 1.5	$ 0.1
Basic (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Diluted (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Computer software development in process	$ 3.9
Estimated amortization expense, 2024	9.3
Estimated amortization expense, 2025	6.6
Estimated amortization expense, 2026	2.2
Scenario, Adjustment \| Capitalized Software Projects, Estimated Useful Life
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Capitalized computer software, amortization	$ 1.9	$ 0.7
Basic (in USD per share)	$ 0.01	$ 0.01
Diluted (in USD per share)	$ 0.01	$ 0.01

Debt - Amortization Expense for the Term Loan B Facility Debt Discount and Issuance Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Issuance Costs
2024	$ 1,173
Term Loan B Facility \| Secured Debt
Debt Discount
2024	1,548
2025	1,532
2026	1,516
2027	1,500
2028	498
Total	6,594	$ 8,158
Debt Issuance Costs
2024	2,416
2025	2,391
2026	2,366
2027	2,341
2028	775
Total	$ 10,289	$ 12,730

Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 62,038
2025	23,963
2026	241
2027	241
2028	241
Total	$ 86,724

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2023	Feb. 20, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 1,186,971,950
Entity Common Stock, Shares Outstanding		139,932,053
Documents Incorporated by Reference	To the extent herein specifically referenced in Part III, portions of the Registrant's definitive Proxy Statement for the 2024 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A. See Part III.
Entity Central Index Key	0001595974
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	1.70%	3.10%	5.60%
Foreign loss at other than U.S. rates	(0.30%)	(0.10%)	(0.50%)
Stock-based compensation expense	(2.40%)	(2.40%)	31.70%
Meals and entertainment	(0.30%)	(0.10%)	(0.10%)
Other permanent items	(0.20%)	(0.70%)	(1.60%)
Change in valuation allowance	(17.80%)	(15.50%)	58.00%
Sec 162(m) officers' compensation	(3.30%)	(4.10%)	(14.20%)
Provision to return adjustments	0.20%	0.30%	0.20%
Research and development tax credits	0.40%	2.50%	0.00%
Foreign withholding taxes	0.00%	(0.10%)	0.00%
Effective income tax rate	(1.00%)	3.90%	100.10%

Property and Equipment - Summary of Property and Equipment by Major Class (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 163,869	$ 158,682
Accumulated depreciation	(116,498)	(113,713)
Net property and equipment	47,371	44,969
Purchased software
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,124	1,250
Computer equipment and network hardware
Property, Plant and Equipment [Line Items]
Gross property and equipment	154,821	150,405
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment	4,031	3,659
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 3,893	$ 3,368

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	$ 156,966	$ 540,666
Total accumulated amortization—intangible assets	(105,955)	(287,165)
Total identifiable intangible assets, net	51,011	253,501
Developed technology
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	109,736	390,136
Total accumulated amortization—intangible assets	(75,321)	(184,439)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	37,300	136,000
Total accumulated amortization—intangible assets	(24,867)	(97,316)
In-process research and development
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	8,830	12,730
Total accumulated amortization—intangible assets	(4,832)	(4,398)
Trademarks
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	900	900
Total accumulated amortization—intangible assets	(750)	(450)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Total identifiable intangible assets, gross	200	900
Total accumulated amortization—intangible assets	$ (185)	$ (562)

Merger, Acquisition, and Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Other Exit Costs

The following table summarizes merger, acquisition, and restructuring cost activity:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Personnel related (severance and one-time termination benefit costs)	$	3,218	$	1,227	$	6,184
Loss contracts (facility related)	2,190		—		2,500
Exit costs	1,408		—		—
Impairment of property and equipment, net (Note 6)	506		—		—
Non-cash stock-based compensation (double trigger acceleration and severance)	143		2,004		1,071
Impairment costs of abandoned technology (Note 8)	—		3,320		—
Professional services (investment banking advisory, legal and other professional services)	—		917		28,422
Total merger, acquisition, and restructuring costs	$	7,465	$	7,468	$	38,177


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Accrued merger, acquisition, and restructuring costs at beginning of period	$	1,222	$	2,742	$	2,935
Personnel related and non-cash stock-based compensation	3,361		3,231		7,255
Loss contracts (facility related)	2,190		—		2,500
Exit costs	1,408		—		—
Impairment of property and equipment, net	506		—		—
Impairment costs of abandoned technology	—		3,320		—
Cash paid for restructuring costs	(4,521)		(2,747)		(6,377)
Non-cash loss contracts (lease related)	(2,190)		—		(2,500)
Non-cash impairments	(506)		(3,320)		—
Non-cash stock-based compensation	(143)		(2,004)		(1,071)
Accrued merger, acquisition, and restructuring costs at end of period	$	1,327	$	1,222	$	2,742

Business Combinations - SpotX and SpringServe Pro Forma Information (Details) - SpotX and SpringServe $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Pro Forma Revenue	$ 540,466
Pro Forma Net Loss	$ (86,621)

Stock-Based Compensation - Restricted Stock Units Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted stock	$ 1.2
Intrinsic value of nonvested unit	$ 2.5
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in USD per share) \| $ / shares	$ 10.67
Intrinsic value of nonvested unit	$ 107.0
Unrecognized employee stock-based compensation	$ 120.3
Unrecognized stock-based compensation, period for recognition	2 years 7 months 6 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Trading Plans

In the fourth quarter of 2023, the following trading plans were adopted or terminated by our Section 16 officers or directors:

Officer Name

Officer Title

Date Plan Adopted/Terminated

Duration of Plan

Shares to be Purchased or Sold

Intended to Satisfy Rule 10b5-1(c)?

Sean Buckley

Chief Revenue Officer

Adopted November 24, 2023

March 4, 2024 - November 24, 2025

Sell up to 222,015*, subject to certain conditions

Yes

Adam Soroca

Chief Product Officer

Adopted December 14, 2023

March 14, 2024 - September 13, 2024

Sell up to 108,026*, subject to certain conditions

Yes

David Day

Chief Financial Officer

Adopted December 14, 2023

March 18, 2024 - December 6, 2024

Sell up to 80,478, subject to certain conditions

Yes

Brian Gephart

Chief Accounting Officer

Adopted December 15, 2023

March 15, 2024 - December 13, 2024

Sell up to 47,020*, subject to certain conditions

Yes

*Represents a combination of previously vested shares and gross amounts of shares that will vest over the duration of the plan (net shares that will actually be sold under the plan are net of tax withholding).

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Sean Buckley [Member]

Trading Arrangements, by Individual

Name

Sean Buckley

Title

Chief Revenue Officer

Adoption Date

Adopted November 24, 2023

Arrangement Duration

630 days

Aggregate Available

222,015

Adam Soroca [Member]

Trading Arrangements, by Individual

Name

Adam Soroca

Title

Chief Product Officer

Adoption Date

Adopted December 14, 2023

Arrangement Duration

244 days

Aggregate Available

108,026

David Day [Member]

Trading Arrangements, by Individual

Name

David Day

Title

Chief Financial Officer

Adoption Date

Adopted December 14, 2023

Arrangement Duration

263 days

Aggregate Available

80,478

Brian Gephart [Member]

Trading Arrangements, by Individual

Name

Brian Gephart

Title

Chief Accounting Officer

Adoption Date

Adopted December 15, 2023

Arrangement Duration

273 days

Aggregate Available

47,020

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Non Cancelable Inventory And Other Services Purchase Commitments Member
Other Commitments [Line Items]
Non-cancelable purchase commitments	$ 57.6
Financial Standby Letter of Credit \| Office Lease
Other Commitments [Line Items]
Letters of credit outstanding, amount	$ 5.3	$ 5.3

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

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

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 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 Finite-lived Intangible Assets Acquired as Part of Business Combination

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.

Business Acquisition, 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.


	Year Ended
	December 31, 2021
	(in thousands)
Pro Forma Revenue	$	540,466
Pro Forma Net Loss	$	(86,621)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedules 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 December 31, 2023 (in thousands):


Fiscal Year
2024	$	23,890
2025	15,367
2026	12,282
2027	7,697
2028	7,841
Thereafter	14,366
Total lease payments (undiscounted)	81,443
Less: imputed interest	(11,376)
Lease liabilities—total (discounted)	$	70,067

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax [Roll Forward]
Beginning balance	$ 4,251	$ 3,715
Increases related to current year tax positions	230	398
Decreases related to prior year tax positions	(98)	(634)
Increases related to prior year tax positions	60	772
Ending balance	$ 4,443	$ 4,251

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

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

The following table presents the Company's revenue recognized on a net basis and on a gross basis for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023				December 31, 2022				December 31, 2021
	(in thousands, except percentages)
Revenue:
Net basis	$	508,478	82	%	$	475,633	82	%	$	389,358	83	%
Gross basis	111,232		18		101,436		18		79,055		17
Total	$	619,710	100	%	$	577,069	100	%	$	468,413	100	%

Disaggregation of Revenue

The following table presents the Company's revenue by channel for the years ended December 31, 2023, 2022, 2021:


	Year Ended
	December 31, 2023				December 31, 2022				December 31, 2021
	(in thousands, except percentages)
Channel:
CTV	$	282,126	46	%	$	268,572	47	%	$	185,254	40	%
Mobile	232,495		37		192,803		33		164,977		35
Desktop	105,089		17		115,694		20		118,182		25
Total	$	619,710	100	%	$	577,069	100	%	$	468,413	100	%

The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers:


	Year Ended
		December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
United States		$	462,167	$	447,634	$	365,161
International		157,543		129,435		103,252
Total		$	619,710	$	577,069	$	468,413

Accounts Receivable, Allowance for Credit Loss

The following is a summary of activity in the allowance for doubtful accounts for the years ended December 31, 2023, 2022, and 2021, respectively:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Allowance for doubtful accounts, beginning balance	$	1,092	$	3,475	$	2,360
Allowance for doubtful accounts, assumed from mergers or acquisitions	—		—		835
Write-offs	(856)		(751)		(337)
Increase (decrease) in provision for expected credit losses	20,115		(1,719)		597
Recoveries of previous write-offs	12		87		20
Allowance for doubtful accounts, December 31	$	20,363	$	1,092	$	3,475

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long term debt as of December 31, 2023 and 2022 consisted of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Convertible Senior Notes	$	205,067	$	400,000
Less: Unamortized debt issuance cost	(2,598)		(7,355)
Net	202,469		392,645
Term Loan B Facility	351,000		354,600
Less: Unamortized discount and debt issuance cost	(16,883)		(20,888)
Net	334,117		333,712
Less: Current portion	(3,600)		(3,600)
Total non-current debt	$	532,986	$	722,757

Schedule of Maturities of Long-term Debt

Maturities of the principal amount of the Company's long-term debt as of December 31, 2023 are as follows (in thousands):


Fiscal Year
2024	$	3,600
2025	3,600
2026	208,667
2027	3,600
2028	336,600
Total	$	556,067

Amortization expense for the Company's debt issuance costs related to the Convertible Senior notes for fiscal years 2024 through 2026 is as follows (in thousands):


Fiscal Year	Debt Issuance Costs
2024	$	1,173
2025	1,173
2026	252
Total	$	2,598

Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2024 through 2028 is as follows (in thousands):


Fiscal Year	Debt Discount		Debt Issuance Costs
2024	$	1,548	$	2,416
2025	1,532		2,391
2026	1,516		2,366
2027	1,500		2,341
2028	498		775
Total	$	6,594	$	10,289

Interest Income and Interest Expense Disclosure

The following table sets forth interest expense related to the Convertible Senior Notes for the years ended December 31, 2023, 2022, and 2021:


	December 31, 2023			December 31, 2022			December 31, 2021
	(in thousands, except interest rates)
Contractual interest expense	$	797		$	1,000		$	786
Amortization of debt issuance costs	1,823			2,288			1,798
Total interest expense	$	2,620		$	3,288		$	2,584
Effective interest rate	0.82		%	0.82		%	0.82		%

The following table sets forth interest expense related to the Term Loan B Facility for the years ended December 31, 2023, 2022, and 2021:


	December 31, 2023			December 31, 2022			December 31, 2021
	(in thousands, except interest rates)
Contractual interest expense	$	36,261		$	24,322		$	14,074
Amortization of debt discount	1,564			1,580			1,062
Amortization of debt issuance costs	2,441			2,466			1,657
Total interest expense	$	40,266		$	28,368		$	16,793
Effective interest rate	11.40		%	7.95		%	7.00		%

Schedule of Debt

The following table summarizes the amount outstanding under the Term Loan B Facility as of December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
	(in thousands)
Term Loan B Facility	$	351,000	$	354,600
Unamortized debt discounts	(6,594)		(8,158)
Unamortized debt issuance costs	(10,289)		(12,730)
Debt, net of debt discounts and issuance costs	$	334,117	$	333,712

- 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.

+ References

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Revenues - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts, beginning balance	$ 1,092	$ 3,475	$ 2,360
Allowance for doubtful accounts, assumed from mergers or acquisitions	0	0	835
Write-offs	(856)	(751)	(337)
Increase (decrease) in provision for expected credit losses	20,115	(1,719)	597
Recoveries of previous write-offs	12	87	20
Allowance for doubtful accounts, December 31	$ 20,363	$ 1,092	$ 3,475

Business Combinations

12 Months Ended

Dec. 31, 2023

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"), ("SpotX" and such acquisition the "SpotX Acquisition"), 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 the Company's 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 is 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 17).

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 first quarter of 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.


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 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 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.

The Company recognized approximately $27.9 million of acquisition related costs included in the merger, acquisition, and restructuring costs in the Company's consolidated statements of operations during the year ended December 31, 2021 related to the SpotX Acquisition.

2021 Acquisition—SpringServe

On July 1, 2021, the Company, through its wholly-owned subsidiary, SpotX, completed the acquisition of SpringServe, LLC ("SpringServe" and such acquisition 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.

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 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.

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, non-compete agreements, and trademarks is included in sales and marketing expenses in the 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 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.

SpringServe Acquisition related costs included in merger, acquisition, and restructuring costs in the Company's consolidated statements of operations during the year ended December 31, 2021 were immaterial.

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 five years, approximately $0.2 million non-compete intangible assets with an estimated useful life of two 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


	Year Ended
	December 31, 2021
	(in thousands)
Pro Forma Revenue	$	540,466
Pro Forma Net Loss	$	(86,621)

During the year ended December 31, 2021, due to the process of integrating the operations of SpotX into the operations of the Company, the determination of SpotX's post-acquisition revenue and operating results on a standalone basis was impracticable. The SpringServe post-acquisition revenue and operating results on a standalone basis were immaterial.

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 was subsequently paid out in February 2023. 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 five years, $0.2 million non-compete intangible assets with an estimated useful life of two years, $0.2 million of customer relationships with an estimated useful life of six months, 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 merger, acquisition, and restructuring costs in the Company's consolidated statements of operations during the year ended December 31, 2022 were immaterial. In addition, Carbon's post-acquisition revenue and operating results on a standalone basis were immaterial.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the operations of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Segments

Management has determined that the Company operates as one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance.

Use of Estimates

The preparation of 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. Actual results could differ materially from these estimates.

On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) amounts capitalized and the useful lives of intangible assets, internal use software development costs, and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, and (v) the realization of tax assets and estimates of tax liabilities.

These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the allowance for doubtful accounts, amounts capitalized and estimated useful lives of internal-use software development costs, estimated useful lives of long-lived assets, recoverability of intangible assets and goodwill, and income taxes, including the realization of tax assets and estimates of tax

liabilities require the selection of appropriate valuation methodologies and models, and judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances.

Revenue Recognition

The Company generates revenue from transactions where it provides a platform for the purchase and sale of digital advertising inventory. Generally, the Company's revenue is based on a percentage of the ad spend that runs through its platform, although for certain clients, services, or transaction types the Company may receive a fixed CPM for each impression sold, and for advertising campaigns that are transacted through insertion orders the Company earns revenue based on the full amount of ad spend that runs through its platform. In addition, the Company may receive certain fixed monthly fees for the use of its platform or products. The Company's platform dynamically connects sellers and buyers of advertising inventory in a digital marketplace. The Company's solution incorporates proprietary machine-learning algorithms, sophisticated data processing, high-volume storage, detailed analytics capabilities, and a distributed infrastructure. Digital advertising inventory is created when consumers access sellers’ content. Sellers provide digital advertising inventory to the Company's platform in the form of advertising requests, or ad requests. When the Company receives ad requests from sellers, it sends bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory. Winning bids can create advertising, or paid impressions, for the seller to present to the consumer.

The total volume of spending between buyers and sellers on the Company's platform is referred to as advertising spend. The Company keeps a percentage of that advertising spend as a fee, and remits the remainder to the seller. The fee that the Company retains from the gross advertising spend on its platform is recognized as revenue. The fee earned on each transaction is based on the pre-existing agreement between the Company and the seller and the clearing price of the winning bid. The Company recognizes revenue upon fulfillment of its performance obligation to a client, which occurs at the point in time an ad renders and is counted as a paid impression, subject to a contract existing with the client and a fixed or determinable transaction price. The Company does not have arrangements with multiple performance obligations. 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 Company considers the following when determining if a contract exists (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable.

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company is acting as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. Making such determinations involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative.

Cost of Revenue

Cost of Revenue. The Company's cost of revenue consists primarily of cloud hosting, data center, and bandwidth costs, ad protection costs, depreciation and maintenance expense of hardware supporting the Company's revenue-producing platform, amortization of software costs for the development of the Company's revenue-producing platform, amortization expense associated with acquired developed technologies, and personnel costs. In addition, for revenue booked on a gross basis, cost of revenue includes traffic acquisition costs. Personnel costs included in cost of revenue include salaries, bonuses, and stock-based compensation, and are primarily attributable to personnel in the Company's network operations group who support the Company's platform. The Company capitalizes costs associated with software that is developed or obtained for internal use and amortizes the costs associated with its revenue-producing platform in cost of revenue over their estimated useful lives. The Company amortizes acquired developed technologies over their estimated useful lives.

Sales and Marketing

Sales and Marketing. The Company's sales and marketing expenses consist primarily of personnel costs, including salaries, bonuses, and stock-based compensation, as well as marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, amortization expense associated with client relationships, backlog, and non-compete agreements from the Company's business acquisitions, professional services, facilities-related costs, and depreciation expense. The Company's sales and support organization focuses on increasing the adoption of the Company's solution by existing and new buyers and sellers and supports ongoing client relationships. The Company amortizes acquired intangibles associated with client relationships and backlog from its business acquisitions over their estimated useful lives.

Technology and Development

Technology and Development. The Company's technology and development expenses consist primarily of personnel costs, including salaries, bonuses, and stock-based compensation, as well as professional services associated with the ongoing development and maintenance of the Company's solution, third-party software license costs, facilities-related costs, and depreciation and amortization expense. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs, net on the Company's consolidated balance sheets. The Company amortizes internal use software development costs that relate to its revenue-producing activities on the Company's platform to cost of revenue and amortize other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. The Company amortizes acquired intangibles associated with technology and development functions from its business acquisitions over their estimated useful lives.

General and Administrative

General and Administrative. The Company's general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, and stock-based compensation, associated with the Company's executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs, depreciation expense, bad debt expense, and other corporate-related expenses.

Restructuring Costs

Merger, Acquisition, and Restructuring Costs. The Company's merger, acquisition, and restructuring costs consist primarily of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, related stock-based compensation charges, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities.

Business Combinations

The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. 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.

When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-business combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.

The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future

cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities.

Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred.

Stock-Based Compensation

Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company grants awards to employees that vest based solely on continued service, or service conditions, awards that vest based on the achievement of performance targets, or performance conditions, and awards that vest based on the Company's stock price exceeding a peer index, or market conditions. The fair value of restricted stock units that vest based on continued service is equal to the closing price of the Company's common stock as reported on the Nasdaq on the grant date. The fair value of each option award containing service conditions is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of awards containing market conditions is estimated using a Monte-Carlo simulation model. For service condition awards, stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. For performance condition and market condition awards, stock-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. For market condition awards, expense recognized is not subsequently reversed if the market conditions are not achieved.

The assumptions and estimates used in the Black-Scholes pricing model are as follows:

Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company's common stock as reported on the Nasdaq on the grant date.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of stock option awards.

Expected Term. For employee stock options the expected term is determined based on historical trends. The expected term of employee stock options that contain performance conditions represents the weighted-average period that the stock options are estimated to remain outstanding.

Volatility. The computation of the expected volatility assumption is based on the historical volatility of the Company’s common stock.

Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future, so the Company used an expected dividend yield of zero.

Determining the fair value of stock-based awards with performance and market conditions requires judgment. The Company's use of the Monte-Carlo simulation model requires the input of subjective assumptions, such as the expected term of the award, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, in addition for those awards containing market conditions, which also include expected volatilities of selected peer companies, and expected correlation coefficients of the Company and those of the selected peer companies. The assumptions used in the Company’s valuation model represent management’s best estimates. These estimates involve inherent

uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

Income Taxes

Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the Company’s consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. The Company maintains a partial valuation allowance to offset its domestic net deferred tax assets due to the uncertainty of realizing future income tax benefits from the net operating loss carryforwards and other deferred tax assets.

The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision (benefit) in the consolidated statements of operations.

Capital Stock

The Company has authorized capital stock of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Company has issued common stock, which is included in outstanding common stock on the Company's consolidated balance sheets. During 2021 and 2022, the Company repurchased shares of common stock, which was recorded as treasury stock on the Company's consolidated balance sheets. In 2022, all repurchased shares, including any outstanding treasury stock from 2021, were subsequently retired. The Company has not issued any shares of its preferred stock subsequent to the Company's initial public offering ("IPO") and does not have any preferred stock outstanding.

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient to affect the conversion of all shares granted and available for grant under the Company’s stock award plans. The number of shares of the Company's stock reserved for these purposes at December 31, 2023 was 44,592,265.

The board of directors is authorized to establish, from time to time, the number of shares to be included in each series of preferred stock, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each series of preferred stock, and any of its qualifications, limitations or restrictions.

Net Income (Loss) Per Share Attributable to Common Stockholders

Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted income per share considers adjustments to net income and the weighted-average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, restricted stock units, performance stock units, potential shares issuable under the Company's Employee Stock Purchase Plan ("ESPP"), and potential shares issuable as part of the Convertible Senior Notes. Diluted income per share is computed utilizing the treasury method for options, restricted stock units, performance stock units, and potential ESPP shares. Diluted income per share for the Convertible Senior Notes is calculated under the if-converted method. Potential common share equivalents are excluded where their inclusion would be anti-dilutive. For periods in which the Company reports net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities would be anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss), unrealized gains (losses) on investments and foreign currency translation adjustments.

Cash and Cash Equivalents

The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies.

Marketable Securities

The Company classifies investments held in money market funds as cash equivalents because the money market funds have weighted-average maturities at the date of purchase of less than 90 days, are

freely redeemable into cash and have a constant net asset value. Investments held in U.S. government and agency bonds and corporate debt securities with stated maturities of less than one year are classified as short-term investments.

Restricted Cash

The Company classifies certain restricted cash balances within prepaid expenses and other current assets and other assets, non-current on the consolidated balance sheets based upon the term of the remaining restrictions.

Accounts Receivable Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history and other relevant data. The Company reviews the allowance for doubtful accounts on a quarterly basis. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

Property and Equipment, Net

Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows:


			Years
Computer equipment and network hardware			3
Furniture, fixtures and office equipment			5 to 7
Leasehold improvements			Shorter of useful life or life of lease

Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.

Internal Use Software Development Costs

The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the results of operations.

Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when the planning stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. Internal use software development costs are amortized using a straight-line method over the estimated useful life, which is generally three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. On an ongoing basis, the Company assesses the remaining estimated useful lives of internal use software projects. If remaining useful lives are revised, the change is accounted for as a change in estimate.

The Company does not transfer ownership of its software, or lease its software, to third parties.

Intangible Assets

Intangible assets primarily consist of acquired developed technology, client relationships, and in-process research and development projects resulting from business combinations, which are recorded at acquisition-date fair value, less accumulated amortization. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash

flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed.

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


			Years
Developed technology			5
In-process research and development			3 to 5
Customer relationships			0.5 to 4
Backlog			0.75
Non-compete agreements			1 to 2
Other intangible assets			0.25 to 1.5

On an ongoing basis, the Company assesses the remaining estimated useful lives of intangible assets. If remaining useful lives are revised, the change is accounted for as a change in estimate.

Intangible assets are reviewed for impairment indicators at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For intangible assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows at the asset group level that represents the lowest level of independent cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value.

Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs

The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment.

Goodwill

Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to impairment testing conducted annually during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

In accordance with guidance related to impairment testing, the Company has the option to first assess qualitative factors to determine whether or not it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment option is not elected, or if the qualitative assessment indicates that it is more likely than not that the fair value is less than its carrying amount, a quantitative analysis is then performed. The quantitative analysis, if performed, compares the estimated fair value of the Company with its respective carrying amount, including goodwill. If the estimated fair value of the Company exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. If the fair value is less than the carrying amount, including goodwill, then an impairment adjustment must be recorded up to the carrying amount of goodwill.

The Company operates as a single operating segment and has identified a single reporting unit.

Operating Leases

The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company's classes of assets that are leased include office facilities, data centers, and equipment. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components for data center leases. In addition, the Company utilized the portfolio approach to group leases with similar characteristics together.

For identified leases, the Company used its incremental borrowing rate to discount the related future payment obligations, which represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The Company records rent expense for operating leases, including leases of office locations, data centers, and equipment, on a straight-line basis over the lease term. The straight-line calculation of rent expense includes rent escalations on certain leases, as well as lease incentives provided by the landlords, including payments for leasehold improvements and rent-free periods. The Company begins recognition of rent expense on the commencement date, which is generally the date that the asset is made available for use. Lease liability, which represents the present value of the Company's obligation related to the estimated future lease payments, is included in lease liabilities, current and lease liabilities, non-current within the consolidated balance sheets. These liability balances are reduced as lease related payments are made. For operating leases, the right of use ("ROU") asset is amortized on a periodic basis over the expected term of the lease (see Note 15).

Fair Value of Financial Instruments

The carrying amounts of the Company's cash equivalents, accounts receivable, accounts payable, accrued expenses, and seller payables approximate fair value due to the short-term nature of these instruments. Certain assets of the Company are recorded at their fair value, using the fair value hierarchy, on a recurring basis, and other assets and liabilities, including goodwill and intangible assets are subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review (see Note 5).

Concentration of Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivable. Cash maintained with financial institutions typically exceeds applicable federally insured limits in the U.S. and may not be covered by similar local depositor insurance schemes for cash held in foreign currencies or in bank accounts outside of the U.S. Cash equivalents, primarily money market fund investments, are not insured by federal insurance schemes and are exposed to other potential risks linked to high concentration among major custodial banks.

Accounts receivable include amounts due from buyers with principal operations primarily in the United States. The Company performs ongoing credit evaluations of its buyers.

Foreign Currency Transactions and Translation

Transactions in foreign currencies are translated into the functional currency of the applicable entity at the rates of exchange in effect at the date of the transaction. Foreign exchange gains or losses are included in foreign exchange (gain) loss, net in the accompanying consolidated statements of operations. To the extent that the functional currency is different from the U.S. Dollar, the financial statements have then been translated into U.S. Dollars using period-end exchange rates for assets and liabilities and average exchange rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements

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. The Company adopted this standard January 1, 2023 and will apply the guidance to future acquisitions, if any.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures ("ASU 2023-09") to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 20203-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. The Company is evaluating the impact of adopting this new accounting guidance on its disclosures.

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 a material impact on the Company’s present or future consolidated financial statements.

Revenues - Revenue Disaggregated by Sales Distribution Channel (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 619,710	$ 577,069	$ 468,413
Revenue from Contract with Customer Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percent	100.00%	100.00%	100.00%
CTV
Disaggregation of Revenue [Line Items]
Revenues	$ 282,126	$ 268,572	$ 185,254
CTV \| Revenue from Contract with Customer Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percent	46.00%	47.00%	40.00%
Mobile
Disaggregation of Revenue [Line Items]
Revenues	$ 232,495	$ 192,803	$ 164,977
Mobile \| Revenue from Contract with Customer Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percent	37.00%	33.00%	35.00%
Desktop
Disaggregation of Revenue [Line Items]
Revenues	$ 105,089	$ 115,694	$ 118,182
Desktop \| Revenue from Contract with Customer Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percent	17.00%	20.00%	25.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable—seller	$ 1,333,242	$ 1,057,556
Accounts payable—trade	23,844	19,387
Accrued employee-related payables	15,090	15,065
Accrued holdback - indemnification claims	0	2,313
Total	$ 1,372,176	$ 1,094,321

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Major classes of property and equipment were as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
Purchased software	$	1,124	$	1,250
Computer equipment and network hardware	154,821		150,405
Furniture, fixtures and office equipment	4,031		3,659
Leasehold improvements	3,893		3,368
Gross property and equipment	163,869		158,682
Accumulated depreciation	(116,498)		(113,713)
Net property and equipment	$	47,371	$	44,969

Depreciation expense on property and equipment totaled $24.0 million, $19.0 million, and $16.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. There was impairment changes to property and equipment related to restructuring activities of $0.5 million for the year ended December 31, 2023 and there were no impairment charges to property and equipment for the years ended December 31, 2022 and 2021.

The Company's property and equipment, net by geographical region was as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
United States	$	32,161	$	31,036
International	15,210		13,933
Total	$	47,371	$	44,969

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

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt Disclosure

Debt

Long term debt as of December 31, 2023 and 2022 consisted of the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Convertible Senior Notes	$	205,067	$	400,000
Less: Unamortized debt issuance cost	(2,598)		(7,355)
Net	202,469		392,645
Term Loan B Facility	351,000		354,600
Less: Unamortized discount and debt issuance cost	(16,883)		(20,888)
Net	334,117		333,712
Less: Current portion	(3,600)		(3,600)
Total non-current debt	$	532,986	$	722,757

Maturities of the principal amount of the Company's long-term debt as of December 31, 2023 are as follows (in thousands):


Fiscal Year
2024	$	3,600
2025	3,600
2026	208,667
2027	3,600
2028	336,600
Total	$	556,067

Amortization of the debt issuance cost and the discount associated with the Company's indebtedness totaled $5.8 million, $6.3 million, and $4.5 million for the years ended December 31, 2023, 2022, and 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 $0.5 million, $0.5 million, and $0.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. Deferred financing costs are included in prepaid expenses and other current assets and other assets, non-current assets.

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 the 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 the Company is 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 the Company sends 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 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 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 consolidated statements of operations.

During the year ended December 31, 2023, the Company repurchased part of its Convertible Senior Notes in the open market with cash on hand for $165.5 million. The Company recognized a gain on extinguishment of debt of $26.5 million related to the repurchase of $194.9 million of principal balance of Convertible Senior Notes and $2.9 million of unamortized debt issuance costs associated with the extinguished debt during the year ended December 31, 2023. The gain on extinguishment is included in other (income) expense in the Company's consolidated statement of operations.

The following table sets forth interest expense related to the Convertible Senior Notes for the years ended December 31, 2023, 2022, and 2021:


	December 31, 2023			December 31, 2022			December 31, 2021
	(in thousands, except interest rates)
Contractual interest expense	$	797		$	1,000		$	786
Amortization of debt issuance costs	1,823			2,288			1,798
Total interest expense	$	2,620		$	3,288		$	2,584
Effective interest rate	0.82		%	0.82		%	0.82		%

Amortization expense for the Company's debt issuance costs related to the Convertible Senior notes for fiscal years 2024 through 2026 is as follows (in thousands):


Fiscal Year	Debt Issuance Costs
2024	$	1,173
2025	1,173
2026	252
Total	$	2,598

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"), which matures in April 2028, and a $52.5 million senior secured revolving credit facility (the "Revolving Credit Facility"), which matures in December 2025. 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. In June 2023, the Company amended its Credit Agreement to transition away from a variable interest rate based on the Eurodollar Rate towards a similar variable interest rate based on Adjusted Term SOFR, as defined in the amendment to the Credit Agreement, which is based on the Secured Overnight Financing Rate ("SOFR"). As of December 31, 2023, the contractual interest rate related to the Term Loan B Facility was 10.56%.

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 December 31, 2023, 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 Facility based on an annual calculation of cumulative free cash flow ("Excess Cash Flow") generated by the Company as defined within the terms of the Credit Agreement. The Company was not required to make any such mandatory prepayment required by the Excess Cash Flow provision for the period ended December 31, 2023. In addition, the Term Loan B Facility will mature in the event that any portion of the Convertible Senior Notes remains outstanding 91 days prior to the maturity date of the Convertible Senior Notes.

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 December 31, 2023, 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 as of December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
	(in thousands)
Term Loan B Facility	$	351,000	$	354,600
Unamortized debt discounts	(6,594)		(8,158)
Unamortized debt issuance costs	(10,289)		(12,730)
Debt, net of debt discounts and issuance costs	$	334,117	$	333,712

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 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 consolidated statements of operations.

The following table sets forth interest expense related to the Term Loan B Facility for the years ended December 31, 2023, 2022, and 2021:


	December 31, 2023			December 31, 2022			December 31, 2021
	(in thousands, except interest rates)
Contractual interest expense	$	36,261		$	24,322		$	14,074
Amortization of debt discount	1,564			1,580			1,062
Amortization of debt issuance costs	2,441			2,466			1,657
Total interest expense	$	40,266		$	28,368		$	16,793
Effective interest rate	11.40		%	7.95		%	7.00		%

Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2024 through 2028 is as follows (in thousands):


Fiscal Year	Debt Discount		Debt Issuance Costs
2024	$	1,548	$	2,416
2025	1,532		2,391
2026	1,516		2,366
2027	1,500		2,341
2028	498		775
Total	$	6,594	$	10,289

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Revenues - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Revenues - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Payment terms	75 days
Accounts receivable, allowance for credit loss	$ 20,363	$ 1,092	$ 3,475	$ 2,360
Contra seller payable	1,100	600
Increase (decrease) in provision for expected credit losses	20,115	(1,719)	597
Increase (decrease) in contra seller payable	15,400	(1,600)	500
Provision for (recovery of) doubtful accounts	4,666	$ (163)	$ 49
One Customer
Disaggregation of Revenue [Line Items]
Provision for (recovery of) doubtful accounts	$ 4,200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Remaining lease term	5 years 2 months 12 days	5 years 7 months 6 days
Discount rate	6.19%	6.11%
Operating lease expense	$ 24.5	$ 23.3	$ 20.7
Short-term lease cost	0.5	1.2	1.2
Sublease income	5.3	5.2	4.4
Data Centers For Cloud-Based Services
Lessee, Lease, Description [Line Items]
Expense	$ 3.8	$ 3.1	$ 2.4
Minimum
Lessee, Lease, Description [Line Items]
Term of lease contract	1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of lease contract	10 years

Internal Use Software Development Costs (Tables)

12 Months Ended

Dec. 31, 2023

Research and Development [Abstract]

Schedule Of Internal Use Software Costs

Internal use software development costs were as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
Internal use software development costs, gross	82,932		$	77,151
Accumulated amortization	(61,006)		(53,480)
Internal use software development costs, net	$	21,926	$	23,671

Merger, Acquisition, and Restructuring Costs - Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Loss contracts (facility related)	$ 2,190	$ 0	$ 2,500
Impairment of property and equipment, net (Note 6)	506	0	0
Non-cash stock-based compensation (double trigger acceleration and severance)	143	2,004	1,071
Impairment costs of abandoned technology (Note 8)	0	3,320	0
Professional services (investment banking advisory, legal and other professional services)	0	917	28,422
Total merger, acquisition, and restructuring costs	7,465	7,468	38,177
Personnel related (severance and one-time termination benefit costs)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	3,218	1,227	6,184
Exit costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 1,408	$ 0	$ 0

Debt - Amortization Expense for Debt Issuance Costs (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Issuance Costs
2024	$ 1,173
Convertible Senior Notes \| Convertible Debt
Debt Issuance Costs
2025	1,173
2026	252
Total	$ 2,598

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The following are the domestic and foreign components of the Company’s income (loss) before income taxes for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Domestic	$	(165,311)	$	(145,480)	$	(105,168)
International	7,764		9,883		10,180
Loss before income taxes	$	(157,547)	$	(135,597)	$	(94,988)

Schedule of Components of Income Tax Expense (Benefit)

The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Current:
Federal	$	218	$	(186)	$	128
State	1,994		1,056		1,515
Foreign	1,707		2,735		2,275
Total current provision	3,919		3,605		3,918
Deferred:
Federal	763		(2,039)		(89,404)
State	(5,317)		(6,324)		(8,296)
Foreign	2,272		(516)		(1,271)
Total deferred benefit	(2,282)		(8,879)		(98,971)
Total provision (benefit) for income taxes	$	1,637	$	(5,274)	$	(95,053)

Schedule of Effective Income Tax Rate Reconciliation

Set forth below is a reconciliation of the components that caused the Company’s provision (benefit) for income taxes to differ from amounts computed by applying the U.S. federal statutory rate of 21% for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	1.7	%	3.1	%	5.6	%
Foreign loss at other than U.S. rates	(0.3)	%	(0.1)	%	(0.5)	%
Stock-based compensation expense	(2.4)	%	(2.4)	%	31.7	%
Meals and entertainment	(0.3)	%	(0.1)	%	(0.1)	%

Other permanent items	(0.2)	%	(0.7)	%	(1.6)	%
Change in valuation allowance	(17.8)	%	(15.5)	%	58.0	%
Sec 162(m) officers' compensation	(3.3)	%	(4.1)	%	(14.2)	%
Provision to return adjustments	0.2	%	0.3	%	0.2	%
Research and development tax credits	0.4	%	2.5	%	—	%
Foreign withholding taxes	—	%	(0.1)	%	—	%
Effective income tax rate	(1.0)	%	3.9	%	100.1	%

Schedule of Deferred Tax Assets and Liabilities

Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
	(in thousands)
Deferred Tax Assets:
Allowance for doubtful accounts	$	5,959	$	—
Accrued liabilities	1,133		1,308
Lease liabilities	12,623		15,679
Stock-based compensation	3,803		4,830
Net operating loss carryovers	91,716		111,587
Tax credit carryovers	10,005		9,131
Other	2,384		2,460
Total deferred tax assets	127,623		144,995
Less valuation allowance	(107,017)		(76,772)
Deferred tax assets, net of valuation allowance	20,606		68,223
Deferred Tax Liabilities:
Fixed assets	(4,380)		(2,132)
Intangible assets	(6,185)		(56,022)
Right of use lease asset	(10,356)		(12,763)
Total deferred tax liabilities	(20,921)		(70,917)
Net deferred tax liabilities	$	(315)	$	(2,694)

Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward

The following table summarizes the activity related to the unrecognized tax benefits (in thousands):


	Amount
Balance as of December 31, 2021	$	3,715
Increases related to current year tax positions	398
Decreases related to prior year tax positions	(634)
Increases related to prior year tax positions	772
Balance as of December 31, 2022	4,251
Increases related to current year tax positions	230
Decreases related to prior year tax positions	(98)
Increases related to prior year tax positions	60
Balance as of December 31, 2023	$	4,443

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Details of the Company’s goodwill were as follows (in thousands):


	Total
Beginning balance at December 31, 2021	$	969,873
Additions for Acquisition of Carbon (Note 9)	8,456
Adjustments to the Acquisition of SpotX (Note 9)	(112)
Ending balance at December 31, 2022	978,217
Additions or adjustments	—
Ending balance at December 31, 2023	$	978,217

Schedule of Finite-Lived Intangible Assets

The Company’s intangible assets as of December 31, 2023 and 2022 included the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Amortizable intangible assets:
Developed technology	$	109,736	$	390,136
Customer relationships	37,300		136,000
In-process research and development	8,830		12,730

Trademarks	900		900
Non-compete agreements	200		900
Total identifiable intangible assets, gross	156,966		540,666
Accumulated amortization—intangible assets:
Developed technology	(75,321)		(184,439)
Customer relationships	(24,867)		(97,316)
In-process research and development	(4,832)		(4,398)

Trademarks	(750)		(450)
Non-compete agreements	(185)		(562)
Total accumulated amortization—intangible assets	(105,955)		(287,165)
Total identifiable intangible assets, net	$	51,011	$	253,501

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 December 31, 2023:


Fiscal Year	Amount
	(in thousands)
2024	$	30,134
2025	14,445
2026	6,001
2027	431


Total	$	51,011

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Debt - Maturities of Principle Amount of Long Term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 3,600
2025	3,600
2026	208,667
2027	3,600
2028	336,600
Total	$ 556,067

Business Combinations - SpotX Components of Intangible Assets and Estimated Useful Life (Details) $ in Thousands			1 Months Ended
	Jul. 01, 2021 USD ($)	Apr. 30, 2021 USD ($) project	Dec. 31, 2021
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 23,400
Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life			2 years
SpotX, Inc.
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 429,600
SpotX, Inc. \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 280,400
Estimated Useful Life		5 years
SpotX, Inc. \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 130,300
SpotX, Inc. \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Estimated Useful Life		2 years
SpotX, Inc. \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Estimated Useful Life		4 years
SpotX, Inc. \| Backlog
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 11,100
Estimated Useful Life		1 year
SpotX, Inc. \| In-process research and development
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 5,800
Estimated Useful Life		3 years
Number of projects \| project		6
SpotX, Inc. \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 1,500
Estimated Useful Life		1 year
SpotX, Inc. \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 500
Estimated Useful Life		1 year

Stock-Based Compensation - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Shares Under Option
Beginning balance (in shares) \| shares	4,672
Granted (in shares) \| shares	130
Exercised (in shares) \| shares	(395)
Expired (in shares) \| shares	(145)
Ending balance (in shares) \| shares	4,262
Exercisable (in shares) \| shares	3,649
Weighted- Average Exercise Price
Beginning balance (in USD per share) \| $ / shares	$ 8.71
Granted (in USD per share) \| $ / shares	10.59
Exercised (in USD per share) \| $ / shares	5.49
Expired (in USD per share) \| $ / shares	21.02
Ending balance (in USD per share) \| $ / shares	8.65
Exercisable (in USD per share) \| $ / shares	$ 7.53
Weighted- Average Contractual Life
Outstanding at period end	5 years 3 months 18 days
Exercisable at period end	4 years 10 months 24 days
Aggregate Intrinsic Value
Outstanding at period end \| $	$ 13,806
Exercisable at period end \| $	$ 13,534

Debt - Interest Expense Related to the Convertible Senior Notes (Details) - Convertible Senior Notes - Convertible Debt - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 797	$ 1,000	$ 786
Amortization of debt issuance costs	1,823	2,288	1,798
Total interest expense	$ 2,620	$ 3,288	$ 2,584
Effective interest rate	0.82%	0.82%	0.82%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Internal Use Software Development Costs - Schedule of Internal Use Software Development Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Internal use software development costs, gross	$ 82,932	$ 77,151
Accumulated amortization	(61,006)	(53,480)
Internal use software development costs, net	$ 21,926	$ 23,671

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

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 following table presents the Company's revenue recognized on a net basis and on a gross basis for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023				December 31, 2022				December 31, 2021
	(in thousands, except percentages)
Revenue:
Net basis	$	508,478	82	%	$	475,633	82	%	$	389,358	83	%
Gross basis	111,232		18		101,436		18		79,055		17
Total	$	619,710	100	%	$	577,069	100	%	$	468,413	100	%

The following table presents the Company's revenue by channel for the years ended December 31, 2023, 2022, 2021:


	Year Ended
	December 31, 2023				December 31, 2022				December 31, 2021
	(in thousands, except percentages)
Channel:
CTV	$	282,126	46	%	$	268,572	47	%	$	185,254	40	%
Mobile	232,495		37		192,803		33		164,977		35
Desktop	105,089		17		115,694		20		118,182		25
Total	$	619,710	100	%	$	577,069	100	%	$	468,413	100	%

The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers:


	Year Ended
		December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
United States		$	462,167	$	447,634	$	365,161
International		157,543		129,435		103,252
Total		$	619,710	$	577,069	$	468,413

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 10). 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 are presented net of an allowance for doubtful accounts of $20.4 million at December 31, 2023, and $1.1 million at December 31, 2022. 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 $1.1 million and $0.6 million as of December 31, 2023 and December 31, 2022, respectively.

The following is a summary of activity in the allowance for doubtful accounts for the years ended December 31, 2023, 2022, and 2021, respectively:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Allowance for doubtful accounts, beginning balance	$	1,092	$	3,475	$	2,360
Allowance for doubtful accounts, assumed from mergers or acquisitions	—		—		835
Write-offs	(856)		(751)		(337)
Increase (decrease) in provision for expected credit losses	20,115		(1,719)		597
Recoveries of previous write-offs	12		87		20
Allowance for doubtful accounts, December 31	$	20,363	$	1,092	$	3,475

During the years ended December 31, 2023, 2022, and 2021, the provision for expected credit losses associated with accounts receivable and the offset by increases of contra seller payables related to recoveries of uncollected buyer receivables resulted in a net amount of bad debt each year. During the year ended December 31, 2023, the increase in the provision for expected credit losses associated with accounts receivable of $20.1 million was offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $15.4 million, which resulted in an $4.7 million amount of bad debt expense. The increase in the provision for expected credit losses was primarily attributed to one buyer filing for bankruptcy, resulting in $4.2 million of bad debt expense during the year ended December 31, 2023. During the year ended December 31, 2022, the decrease in the provision for expected credit losses associated with accounts receivable of $1.7 million was offset by decreases of contra seller payables related to recoveries of uncollected buyer receivables of $1.6 million, which resulted in an $0.2 million amount of bad debt recoveries. During the year ended December 31, 2021, the provision for expected credit losses associated with accounts receivable of $0.6 million was offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $0.5 million, which resulted in an immaterial amount of bad debt expense.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 218	$ (186)	$ 128
State	1,994	1,056	1,515
Foreign	1,707	2,735	2,275
Total current provision	3,919	3,605	3,918
Deferred:
Federal	763	(2,039)	(89,404)
State	(5,317)	(6,324)	(8,296)
Foreign	2,272	(516)	(1,271)
Total deferred benefit	(2,282)	(8,879)	(98,971)
Total provision (benefit) for income taxes	$ (1,637)	$ 5,274	$ 95,053

Stock-Based Compensation - Performance Stock Units Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) project tranche $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted stock \| $	$ 1.2
Intrinsic value of nonvested unit \| $	$ 2.5
Performance Shares Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance measurement percentage	100.00%
Unrecognized employee stock-based compensation \| $	$ 8.1
Unrecognized stock-based compensation, period for recognition	2 years 1 month 6 days
Granted (in shares) \| shares	474,000
Performance Shares Units \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Number of tranches \| tranche	3
Trailing consecutive trading day performance period \| project	60
Granted (in shares) \| shares	379,635
Performance Shares Units \| Tranche One \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting, stock price trigger (in USD 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, stock price trigger (in USD 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, stock price trigger (in USD per share) \| $ / shares	$ 100.00
Performance Shares Units \| Minimum \| Third anniversary of grant date \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	0.00%
Performance Shares Units \| Maximum \| Third anniversary of grant date \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	150.00%

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

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"). 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. On January 1, 2023, pursuant to the evergreen provision in the Company's 2014 Equity Incentive Plan, the Company increased the aggregate number of shares of common stock that may be issued pursuant to stock awards by 6,700,286 shares. On June 14, 2023, the Company's stockholders approved the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan (the "Amended and Restated 2014 Equity Incentive Plan"), which, among other things, increased the aggregate maximum number of shares of common stock that may be issued pursuant to stock awards by 8,056,129 shares, removed the prior evergreen provision, and extended the plan through April 2033. All compensatory equity awards outstanding at December 31, 2023 were issued pursuant to the Amended and Restated 2014 Equity Incentive Plan, the 2014 Equity Incentive Plan, the nToggle Plan, the Telaria 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 2023, 2022, and 2021, included 0, 0.7 million, and 0.4 million, respectively, awards that vest 50% on each of the first and second anniversaries of the grant date. In addition, each Director of the Company's Board of Directors receives an annual grant which vests at the earlier of the one year anniversary of the grant date and the following annual shareholder meeting in addition to an initial equity awards in the first year of their election into the Board of Directors. 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. As of December 31, 2023, an aggregate of 23,180,894 shares remained available for future grants.

Stock Options

A summary of stock option activity for the year ended December 31, 2023 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, 2022	4,672	$	8.71
Granted	130	$	10.59

Exercised	(395)	$	5.49
Expired	(145)	$	21.02

Outstanding at December 31, 2023	4,262	$	8.65	5.3 years	$	13,806
Exercisable at December 31, 2023	3,649	$	7.53	4.9 years	$	13,534

The total intrinsic value of options exercised during the year ended December 31, 2023 was $2.2 million. At December 31, 2023, the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $5.6 million, which is expected to be recognized over a weighted-average period of 2.0 years. Total fair value of options vested during the year ended December 31, 2023 was $4.7 million.

The Company estimates the fair value of stock options that contain service conditions using the Black-Scholes option pricing model. The grant date fair value of options granted during the year ended December 31, 2023 was $7.27 per share. The weighted-average input assumptions used by the Company were as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Expected term (in years)	5.0		5.0		5.0
Risk-free interest rate	3.99	%	1.63	%	0.88	%
Expected volatility	84	%	79	%	79	%
Dividend yield	—	%	—	%	—	%

Restricted Stock Units

A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Restricted stock units outstanding at December 31, 2022	10,000	$	15.06
Granted	7,560	$	10.67

Canceled	(1,471)	$	13.48
Vested and released	(4,639)	$	14.42
Restricted stock units outstanding at December 31, 2023	11,450	$	12.63
Restricted stock units outstanding and unvested at December 31, 2023	11,450	$	12.63

The weighted-average grant date fair value per share of restricted stock units granted during the year ended December 31, 2023 was $10.67. The intrinsic value of restricted stock units that vested during the year ended December 31, 2023 was $50.7 million. At December 31, 2023, the intrinsic value of unvested restricted stock units was $107.0 million. At December 31, 2023, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $120.3 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Performance Stock Units

The Company has granted PSUs to select executive employees that vest based on share price metrics tied to total shareholder return relative to a peer group over a three-year period. These PSUs are also subject to a time-based service component. The grant date fair value for such PSUs was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Between 0% and 150% of the performance stock units will vest at the end of the performance period, which is generally on the third anniversary of the PSU grant date.

The Company has additionally granted 379,635 PSUs to the Company's CEO in August 2021, (the "August 2021 PSUs"), which are subject to both time-based and performance-based vesting conditions. The PSUs 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. The grant date fair value for such PSUs was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. 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.

Stock-based compensation expense for PSUs is based on a performance measurement of 100%. The compensation expense will not be reversed if the performance metrics are not met.

A summary of PSU activity for the year ended December 31, 2023 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding at December 31, 2022	639	$	19.02
Granted	474	$	13.32
Vested and released	(138)	$	6.15
Forfeited	(8)	$	6.15
Outstanding at December 31, 2023	967	$	18.17

The grant date fair value for the PSUs was estimated using a Monte-Carlo simulation model. The weighted-average input assumptions used by the Company were as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Performance period (in years)	3.0		3.0		4.9
Risk-free interest rate	4.19	%	1.39	%	0.81	%
Expected volatility of Magnite	94	%	84	%	79	%
Expected volatility of selected peer companies*	64	%	63	%	61	%
Expected correlation coefficients of Magnite*	0.62		0.56		0.54
Expected correlation coefficients of selected peer companies*	0.54		0.52		0.54
Dividend yield	—	%	—	%	—	%

*For the year ended December 31, 2021, weighted-average input assumptions exclude the August 2021 PSUs as these were not assumptions used in the Monte-Carlo simulation model for this grant.

The intrinsic value of PSUs that vested during the year ended December 31, 2023 was $1.2 million. At December 31, 2023, the intrinsic value of unvested performance stock units based on expected achievement levels was $2.5 million. As of December 31, 2023, the Company had unrecognized stock-based compensation expense relating to outstanding PSUs of approximately $8.1 million, which will be recognized over a weighted-average period of 2.1 years.

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.

On January 1, 2023, pursuant to the evergreen provision in the Company's 2014 Employee Stock Purchase Plan, the Company increased the aggregate number of shares of common stock that may be issued pursuant to the Company's 2014 Employee Stock Purchase Plan by 1,340,057 shares. On June 14, 2023, the Company's stockholders approved the Magnite, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (the "Amended and Restated 2014 Employee Stock Purchase Plan"), which, among other things, removed the evergreen provision and extended the plan through June 2033. As of December 31, 2023, the Company has reserved 4,730,838 shares of its common stock for issuance under the Company's Amended and Restated 2014 Employee Stock Purchase Plan.

Stock-Based Compensation Expense

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


	Year Ended
		December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Cost of revenue		$	1,809	$	1,666	$	792
Sales and marketing		27,263		21,558		15,718
Technology and development		20,542		19,961		11,857
General and administrative		22,860		18,929		11,297
Merger, acquisition, and restructuring costs		143		2,004		1,071
Total stock-based compensation expense		$	72,617	$	64,118	$	40,735

For the year ended December 31, 2023, the Company recognized $5.5 million of income tax expense on stock-based compensation expense related to 2023, which was reflected in the provision (benefit) for income taxes in the consolidated statements of operations. For the year ended December 31, 2023, income tax benefit realized related to awards vested or exercised during 2023 was $12.5 million. For the year ended December 31, 2022, the Company recognized $6.4 million of income tax expense on stock-based compensation expense related to 2022, which was reflected in the provision (benefit) for income taxes in the consolidated statements of operations. For the year ended December 31, 2022, income tax benefit realized related to awards vested

or exercised during 2022 and years prior was $9.6 million. For the year ended December 31, 2021, the Company recognized $151.6 million of income tax benefit on stock-based compensation expense related to 2021 and years prior, which was reflected in the provision (benefit) for income taxes in the consolidated statements of operations. For the year ended December 31, 2021, income tax benefit realized related to awards vested or exercised during 2021 and years prior was $40.5 million.

Subsequent Events (Details) - USD ($)			12 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 06, 2024	Jan. 01, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 01, 2024	Dec. 13, 2021
Subsequent Event [Line Items]
Options granted (in shares)			130,000
Stock repurchase program, authorized amount							$ 50,000,000
Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Equity instruments other than options granted (in shares)			7,560,000
Restricted Stock Units (RSUs) \| Tranche One
Subsequent Event [Line Items]
Award vesting rights, percentage			50.00%	50.00%	50.00%
Performance Shares Units
Subsequent Event [Line Items]
Equity instruments other than options granted (in shares)			474,000
Options to purchase common stock
Subsequent Event [Line Items]
Vesting period			4 years
Options to purchase common stock \| Tranche One
Subsequent Event [Line Items]
Vesting period			1 year
Award vesting rights, percentage			25.00%
Subsequent Event
Subsequent Event [Line Items]
Options granted (in shares)		129,870
Stock repurchase program, authorized amount						$ 125,000,000
Subsequent Event \| Line of Credit
Subsequent Event [Line Items]
Aggregate principal loan amount	$ 540,000,000
Subsequent Event \| New Term Loan B Facility \| Secured Debt \| Line of Credit
Subsequent Event [Line Items]
Aggregate principle amount	$ 365,000,000
Debt instrument, original issue discount, percent	99.00%
Subsequent Event \| New Term Loan B Facility \| Secured Debt \| Line of Credit \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Variable interest rate	4.50%
Subsequent Event \| New Revoling Credit Facility \| Revolving Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Aggregate principal loan amount	$ 175,000,000
Subsequent Event \| Minimum \| New Revoling Credit Facility \| Revolving Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Variable interest rate	3.50%
Subsequent Event \| Maximum \| New Revoling Credit Facility \| Revolving Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Variable interest rate	4.00%
Subsequent Event \| Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Equity instruments other than options granted (in shares)		6,352,327
Vesting period		4 years
Award vesting rights, percentage		25.00%
Subsequent Event \| Restricted Stock Units (RSUs) \| Tranche One
Subsequent Event [Line Items]
Vesting period		1 year
Subsequent Event \| Performance Shares Units
Subsequent Event [Line Items]
Equity instruments other than options granted (in shares)		486,431
Vesting period		3 years
Subsequent Event \| Performance Shares Units \| Third anniversary of grant date \| Minimum
Subsequent Event [Line Items]
Award vesting rights, percentage		0.00%
Subsequent Event \| Performance Shares Units \| Third anniversary of grant date \| Maximum
Subsequent Event [Line Items]
Award vesting rights, percentage		150.00%
Subsequent Event \| Options to purchase common stock
Subsequent Event [Line Items]
Vesting period		4 years
Award vesting rights, percentage		25.00%
Subsequent Event \| Options to purchase common stock \| Tranche One
Subsequent Event [Line Items]
Vesting period		1 year

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Allowance for doubtful accounts	$ 5,959	$ 0
Accrued liabilities	1,133	1,308
Lease liabilities	12,623	15,679
Stock-based compensation	3,803	4,830
Net operating loss carryovers	91,716	111,587
Tax credit carryovers	10,005	9,131
Other	2,384	2,460
Total deferred tax assets	127,623	144,995
Less valuation allowance	(107,017)	(76,772)
Deferred tax assets, net of valuation allowance	20,606	68,223
Deferred Tax Liabilities:
Fixed assets	(4,380)	(2,132)
Intangible assets	(6,185)	(56,022)
Right of use lease asset	(10,356)	(12,763)
Total deferred tax liabilities	(20,921)	(70,917)
Net deferred tax liabilities	$ (315)	$ (2,694)

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The following are the domestic and foreign components of the Company’s income (loss) before income taxes for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Domestic	$	(165,311)	$	(145,480)	$	(105,168)
International	7,764		9,883		10,180
Loss before income taxes	$	(157,547)	$	(135,597)	$	(94,988)

The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Current:
Federal	$	218	$	(186)	$	128
State	1,994		1,056		1,515
Foreign	1,707		2,735		2,275
Total current provision	3,919		3,605		3,918
Deferred:
Federal	763		(2,039)		(89,404)
State	(5,317)		(6,324)		(8,296)
Foreign	2,272		(516)		(1,271)
Total deferred benefit	(2,282)		(8,879)		(98,971)
Total provision (benefit) for income taxes	$	1,637	$	(5,274)	$	(95,053)

The Company recorded an income tax expense of $1.6 million for the year ended December 31, 2023 compared to an income tax benefit of $5.3 million and $95.1 million for the years ended December 31, 2022 and 2021, respectively. The income tax expense for the year ended December 31, 2023 was primarily the result of the domestic valuation allowance on the Company's deferred tax assets and the federal, state, and foreign income tax liabilities. The income tax benefit for the year ended December 31, 2022 was primarily the result of recognizing the benefit of deferred tax assets previously subject to the domestic valuation allowance and the income tax liability associated with foreign subsidiaries. The net deferred tax liabilities recorded in connection with the prior year’s acquisitions and current taxable income for the year provided sources of taxable income to support the realization of pre-existing deferred tax assets. The income tax benefit for the year ended December 31, 2021 was primarily the result of realizing the benefit of deferred tax assets previously subject to the domestic valuation allowance as a result of the deferred tax liabilities associated with acquisitions that occurred during the year and the income tax liability associated with foreign subsidiaries.


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	1.7	%	3.1	%	5.6	%
Foreign loss at other than U.S. rates	(0.3)	%	(0.1)	%	(0.5)	%
Stock-based compensation expense	(2.4)	%	(2.4)	%	31.7	%
Meals and entertainment	(0.3)	%	(0.1)	%	(0.1)	%

Other permanent items	(0.2)	%	(0.7)	%	(1.6)	%
Change in valuation allowance	(17.8)	%	(15.5)	%	58.0	%
Sec 162(m) officers' compensation	(3.3)	%	(4.1)	%	(14.2)	%
Provision to return adjustments	0.2	%	0.3	%	0.2	%
Research and development tax credits	0.4	%	2.5	%	—	%
Foreign withholding taxes	—	%	(0.1)	%	—	%
Effective income tax rate	(1.0)	%	3.9	%	100.1	%

Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
	(in thousands)
Deferred Tax Assets:
Allowance for doubtful accounts	$	5,959	$	—
Accrued liabilities	1,133		1,308
Lease liabilities	12,623		15,679
Stock-based compensation	3,803		4,830
Net operating loss carryovers	91,716		111,587
Tax credit carryovers	10,005		9,131
Other	2,384		2,460
Total deferred tax assets	127,623		144,995
Less valuation allowance	(107,017)		(76,772)
Deferred tax assets, net of valuation allowance	20,606		68,223
Deferred Tax Liabilities:
Fixed assets	(4,380)		(2,132)
Intangible assets	(6,185)		(56,022)
Right of use lease asset	(10,356)		(12,763)
Total deferred tax liabilities	(20,921)		(70,917)
Net deferred tax liabilities	$	(315)	$	(2,694)

As of December 31, 2023, the net deferred tax liabilities of $0.3 million is presented in the Company's consolidated balance sheets as deferred tax liabilities, net of $0.7 million and other assets, non-current of $0.4 million. As of December 31, 2022, the net deferred tax liabilities of $2.7 million is presented in the Company's consolidated balance sheets as deferred tax liabilities, net of $5.1 million and other assets, non-current of $2.4 million. The valuation allowance was increased by $30.2 million for the year ended December 31, 2023, and increased by $20.7 million, and reduced by $53.9 million for the years ended December 31, 2022 and 2021, respectively.

At December 31, 2023, the Company had U.S. federal net operating loss carryforwards, or NOLs, of approximately $324.1 million, which will begin to expire in 2027. At December 31, 2023, the Company had state NOLs of approximately $227.9 million, which will begin to expire in 2025. At December 31, 2023, the Company had foreign NOLs of approximately $23.3 million, which will begin to expire in 2026. At December 31, 2023, the Company had acquired federal research and development tax credit carryforwards of approximately $4.4 million which will begin to expire in 2028, and state research and development tax credits of approximately $10.5 million, the majority of which carry forward indefinitely.

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.

In addition, various foreign jurisdictions where the Company has activity have enacted or are considering enacting a variety of measures that could impact the Company's tax liabilities. The Company is monitoring new legislation and evaluating the potential tax implications of these measures globally.

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 merger with Telaria. As a result, the use of the Company’s 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 its ability to utilize substantially all of its 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 federal research and development carryforward tax credits will not be recovered prior to expiration.

Additionally, for tax years beginning after December 31, 2017, the Tax Cuts and Jobs Act limits the NOL deduction to 80% of taxable income, repeals carryback of all NOLs arising in a tax year ending after 2017, and permits indefinite carryforward for all such NOLs. NOL’s arising in a tax year ending in or before 2017 can offset 100% of taxable income, are available for carryback, and expire 20 years after they arise.

At December 31, 2023, unremitted earnings of the subsidiaries outside of the United States were approximately $30.8 million. The Company’s intention is to indefinitely reinvest these earnings outside the United States. Upon distribution of those earnings in the form of a dividend or otherwise, the Company would be subject to withholding taxes payable to various foreign countries and, potentially, various state taxes. The amounts of such tax liabilities that might be payable upon actual repatriation of foreign earnings, after consideration of corresponding foreign tax credits, are not material.

The following table summarizes the activity related to the unrecognized tax benefits (in thousands):


	Amount
Balance as of December 31, 2021	$	3,715
Increases related to current year tax positions	398
Decreases related to prior year tax positions	(634)
Increases related to prior year tax positions	772
Balance as of December 31, 2022	4,251
Increases related to current year tax positions	230
Decreases related to prior year tax positions	(98)
Increases related to prior year tax positions	60
Balance as of December 31, 2023	$	4,443

Interest and penalties related to the Company’s unrecognized tax benefits accrued at December 31, 2023, 2022, and 2021 were not material.

Due to the net operating loss carryforwards, 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. For the Netherlands, India, Sweden, and the United Kingdom, all tax years remain open for examination by the local country tax authorities, for France only 2021 and forward are open, for Singapore only 2019 and forward are open for examination, for New Zealand, Australia, Brazil, and Germany 2019 and forward are open for examination, for Canada, Italy, and Malaysia 2018 and forward are open for examination, and for Japan 2017 and forward remain open for examination.

The Company does not expect its uncertain income tax positions to have a material impact on its consolidated financial statements within the next twelve months.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stock-Based Compensation - Employee Stock Purchase Plan Narrative (Details) - shares			1 Months Ended
	Jun. 14, 2023	Jan. 01, 2023	Nov. 30, 2013	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)				23,180,894
Number of additional shares authorized (in shares)	8,056,129	6,700,286
ESPP shares \| 2014 Employee Stock Purchase Plan
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 available for grant (in shares)				4,730,838
Number of additional shares authorized (in shares)		1,340,057

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

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	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 29, 2021
Business Acquisition [Line Items]
Merger, acquisition, and restructuring costs					$ 7,465	$ 7,468	$ 38,177
Increase (decrease) in valuation allowance					(30,200)	20,700	(53,900)
Finite-lived intangible assets acquired	$ 23,400
Goodwill				$ 969,873	$ 978,217	$ 978,217	969,873
Non-compete agreements
Business Acquisition [Line Items]
Estimated useful life				2 years
SpringServe \| SpotX, Inc.
Business Acquisition [Line Items]
Prior investment								$ 2,100
Fair value of prior investment	9,500	$ 7,500
SpotX, Inc.
Business Acquisition [Line Items]
Issued in merger (in shares)		12,374,315	14,000,000
Stock Consideration (Fair Value of Shares of Magnite common stock)		$ 495,591
Merger, acquisition, and restructuring costs							27,900
Cash Consideration		$ 640,000	$ 560,000
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
Share Price (in USD per share)		$ 40.05							$ 49.21
Purchase price prior to working capital adjustments		$ 1,100,000
Working capital adjustment		65,152
Purchase consideration		1,200,743
Increase (decrease) in valuation allowance							(56,200)
Finite-lived intangible assets acquired		429,600
Deferred tax liability, net		103,039
Goodwill		$ 782,719
SpotX, Inc. \| Technology
Business Acquisition [Line Items]
Estimated useful life		5 years
Finite-lived intangible assets acquired		$ 280,400
SpotX, Inc. \| Non-compete agreements
Business Acquisition [Line Items]
Estimated useful life		1 year
Finite-lived intangible assets acquired		$ 1,500
SpringServe
Business Acquisition [Line Items]
Cash Consideration	31,136
Purchase price held back to cover possible indemnification claims	1,400
Deferred tax liability, net	6,154
Goodwill	$ 24,156
SpringServe \| Technology
Business Acquisition [Line Items]
Estimated useful life	5 years
Finite-lived intangible assets acquired	$ 15,500
SpringServe \| Non-compete agreements
Business Acquisition [Line Items]
Estimated useful life	2 years
Finite-lived intangible assets acquired	$ 500
Nth Party
Business Acquisition [Line Items]
Purchase consideration				$ 9,000
Deferred tax liability, net				1,300			1,300
Goodwill				$ 4,800			$ 4,800
Nth Party \| Technology
Business Acquisition [Line Items]
Estimated useful life				5 years
Finite-lived intangible assets acquired				$ 5,400
Nth Party \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired				$ 200

Business Combinations - SpringServe Components of Intangible Assets and Estimated Useful Life (Details) $ in Thousands		1 Months Ended
	Jul. 01, 2021 USD ($) project	Dec. 31, 2021
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 23,400
Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Life		2 years
SpringServe \| Technology
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 15,500
Estimated Useful Life	5 years
SpringServe \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 5,700
Estimated Useful Life	2 years
SpringServe \| Trademarks and Trade Names
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 900
Estimated Useful Life	3 years
SpringServe \| In-process research and development
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 800
Estimated Useful Life	3 years
Number of projects \| project	2
SpringServe \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 500
Estimated Useful Life	2 years

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

A summary of stock option activity for the year ended December 31, 2023 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, 2022	4,672	$	8.71
Granted	130	$	10.59

Exercised	(395)	$	5.49
Expired	(145)	$	21.02

Outstanding at December 31, 2023	4,262	$	8.65	5.3 years	$	13,806
Exercisable at December 31, 2023	3,649	$	7.53	4.9 years	$	13,534

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


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Expected term (in years)	5.0		5.0		5.0
Risk-free interest rate	3.99	%	1.63	%	0.88	%
Expected volatility	84	%	79	%	79	%
Dividend yield	—	%	—	%	—	%

The grant date fair value for the PSUs was estimated using a Monte-Carlo simulation model. The weighted-average input assumptions used by the Company were as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Performance period (in years)	3.0		3.0		4.9
Risk-free interest rate	4.19	%	1.39	%	0.81	%
Expected volatility of Magnite	94	%	84	%	79	%
Expected volatility of selected peer companies*	64	%	63	%	61	%
Expected correlation coefficients of Magnite*	0.62		0.56		0.54
Expected correlation coefficients of selected peer companies*	0.54		0.52		0.54
Dividend yield	—	%	—	%	—	%

*For the year ended December 31, 2021, weighted-average input assumptions exclude the August 2021 PSUs as these were not assumptions used in the Monte-Carlo simulation model for this grant.

Schedule of Nonvested Restricted Stock Units Activity

A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Restricted stock units outstanding at December 31, 2022	10,000	$	15.06
Granted	7,560	$	10.67

Canceled	(1,471)	$	13.48
Vested and released	(4,639)	$	14.42
Restricted stock units outstanding at December 31, 2023	11,450	$	12.63
Restricted stock units outstanding and unvested at December 31, 2023	11,450	$	12.63

Schedule of Nonvested Performance-Based Units Activity

A summary of PSU activity for the year ended December 31, 2023 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding at December 31, 2022	639	$	19.02
Granted	474	$	13.32
Vested and released	(138)	$	6.15
Forfeited	(8)	$	6.15
Outstanding at December 31, 2023	967	$	18.17

Schedule of Stock-Based Compensation Expense Recorded in the Consolidated Statements of Operations

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


	Year Ended
		December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands)
Cost of revenue		$	1,809	$	1,666	$	792
Sales and marketing		27,263		21,558		15,718
Technology and development		20,542		19,961		11,857
General and administrative		22,860		18,929		11,297
Merger, acquisition, and restructuring costs		143		2,004		1,071
Total stock-based compensation expense		$	72,617	$	64,118	$	40,735

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

Basis of Consolidation

Segments

Use of Estimates

Revenue Recognition

Expenses

The Company classifies its expenses into the following categories:

Stock-Based Compensation

The assumptions and estimates used in the Black-Scholes pricing model are as follows:

Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company's common stock as reported on the Nasdaq on the grant date.

Volatility. The computation of the expected volatility assumption is based on the historical volatility of the Company’s common stock.

Income Taxes

Capital Stock

Net Income (Loss) Per Share Attributable to Common Stockholders

Comprehensive Income (Loss)

Cash and Cash Equivalents

The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies. The Company classifies investments held in money market funds as cash equivalents because the money market funds have weighted-average maturities at the date of purchase of less than 90 days, are

Restricted Cash

Accounts Receivable Allowance for Doubtful Accounts

Property and Equipment, Net


			Years
Computer equipment and network hardware			3
Furniture, fixtures and office equipment			5 to 7
Leasehold improvements			Shorter of useful life or life of lease

Internal Use Software Development Costs

The Company does not transfer ownership of its software, or lease its software, to third parties.

Intangible Assets

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


			Years
Developed technology			5
In-process research and development			3 to 5
Customer relationships			0.5 to 4
Backlog			0.75
Non-compete agreements			1 to 2
Other intangible assets			0.25 to 1.5

On an ongoing basis, the Company assesses the remaining estimated useful lives of intangible assets. If remaining useful lives are revised, the change is accounted for as a change in estimate.

Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs

Business Combinations

Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred.

Goodwill

The Company operates as a single operating segment and has identified a single reporting unit.

Operating Leases

Fair Value of Financial Instruments

Concentration of Risk

Accounts receivable include amounts due from buyers with principal operations primarily in the United States. The Company performs ongoing credit evaluations of its buyers.

At December 31, 2023, two buyers accounted for 48% and 11%, respectively, of consolidated accounts receivable, net. At December 31, 2022, two buyers accounted for 45% and 9%, respectively, of accounts receivable, net.

The Company recognizes revenue from its contracts with sellers. No seller of advertising inventory accounted for 10% or more of revenue during the years ended December 31, 2023, 2022, and 2021.

At December 31, 2023, one seller of advertising inventory accounted for 29% of accounts payable and accrued expenses and at December 31, 2022, one seller of advertising inventory accounted for 28% of accounts payable and accrued expenses.

Foreign Currency Transactions and Translation

Recently Adopted Accounting Standards

Recent Accounting Pronouncements Not Yet Adopted

Net Income (Loss) Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Basic Income (Loss) Per Share:
Net income (loss)	$ (159,184,000)	$ (130,323,000)	$ 65,000
Basic (in shares)	136,620	132,887	126,294
Basic net income (loss) per share (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Diluted Income (Loss) Per Share:
Net income (loss), diluted income (loss)	$ (159,184,000)	$ (130,323,000)	$ 65,000
Denominator:
Weighted-average common shares outstanding (in shares)	136,620	132,887	126,294
Weighted-average shares used to compute diluted net income (loss) per share (in shares)	136,620	132,887	136,261
Diluted net income (loss) per share (in USD per share)	$ (1.17)	$ (0.98)	$ 0
Restricted Stock Units (RSUs)
Denominator:
Dilutive effect of weighted-average share-based payments (in shares)	0	0	5,294
Options to purchase common stock
Denominator:
Dilutive effect of weighted-average share-based payments (in shares)	0	0	4,435
Performance Shares Units
Denominator:
Dilutive effect of weighted-average share-based payments (in shares)	0	0	197
ESPP shares
Denominator:
Dilutive effect of weighted-average share-based payments (in shares)	0	0	41

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	(in thousands, except per share amounts)
Basic Income (Loss) Per Share:
Net income (loss)	$	(159,184)	$	(130,323)	$	65


Weighted-average common shares outstanding used to compute net income (loss) per share - basic	136,620		132,887		126,294
Basic net income (loss) per share	$	(1.17)	$	(0.98)	$	—

Diluted Income (Loss) Per Share:



Net income (loss), diluted income (loss)	$	(159,184)	$	(130,323)	$	65

Denominator:
Weighted-average common shares used in basic income (loss) per share	136,620		132,887		126,294
Dilutive effect of weighted-average restricted stock units	—		—		5,294
Dilutive effect of weighted-average common stock options	—		—		4,435
Dilutive effect of weighted-average performance stock units	—		—		197
Dilutive effect of weighted-average ESPP shares	—		—		41

Weighted-average shares used to compute diluted net income (loss) per share	136,620		132,887		136,261
Diluted net income (loss) per share	$	(1.17)	$	(0.98)	$	—

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended
		December 31, 2023	December 31, 2022	December 31, 2021
	(in thousands)
Unvested restricted stock units		1,608	1,506	—
Options to purchase common stock		1,566	1,864	—

Unvested performance stock units		84	124	—
ESPP shares		31	18	—
Convertible Senior Notes		4,981	6,262	4,940
Total shares excluded from net income (loss) per share		8,270	9,774	4,940

Fair Value Measurements - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 281,162	$ 259,647
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	281,162	259,647
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 - Interest Expense Related to the Term Loan B Facility (Details) - Term Loan B Facility - Secured Debt - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 36,261	$ 24,322	$ 14,074
Amortization of debt discount	1,564	1,580	1,062
Amortization of debt issuance costs	2,441	2,466	1,657
Total interest expense	$ 40,266	$ 28,368	$ 16,793
Effective interest rate	11.40%	7.95%	7.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	10,000
Granted (in shares) \| shares	7,560
Forfeited (in shares) \| shares	(1,471)
Vested and released (in shares) \| shares	(4,639)
Ending balance (in shares) \| shares	11,450
Restricted stock units outstanding and unvested (in shares) \| shares	11,450
Weighted-Average Grant Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 15.06
Granted (in USD per share) \| $ / shares	10.67
Canceled (in USD per share) \| $ / shares	13.48
Vested and released (in USD per share) \| $ / shares	14.42
Ending balance (in USD per share) \| $ / shares	12.63
Restricted stock units outstanding and unvested (in USD per share) \| $ / shares	$ 12.63

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, which relate to foreign currency translation, were as follows (in thousands):


	Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(957)
Other comprehensive loss	(419)
Balance at December 31, 2021	(1,376)
Other comprehensive loss	(1,775)
Balance at December 31, 2022	(3,151)
Other comprehensive income	1,075
Balance at December 31, 2023	$	(2,076)

Debt - Credit Agreement Narrative (Details) - USD ($)	Apr. 30, 2021	Feb. 06, 2024	Dec. 31, 2023	Jun. 28, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs, gross	$ 27,700,000				$ 11,400,000
Line of Credit \| Subsequent Event
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 540,000,000
Term Loan B Facility \| Secured Debt
Line of Credit Facility [Line Items]
Long-term debt, term	7 years
Net proceeds	$ 325,000,000
Interest rate			10.56%
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%
Term Loan B Facility \| Line of Credit \| Subsequent Event
Line of Credit Facility [Line Items]
Debt instrument, repurchased amount		$ 360,000,000
Senior Secured Revolving Credit Facility \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 52,500,000
Debt utilization triggering leverage ratio compliance, percent	35.00%
Leverage ratio maximum	3.25
Quarterly payments of principle balance (percent)	0.25%
Aggregate annual payments of principle balance (percent)	1.00%
Debt instrument, maturity trigger, outstanding, period prior to maturity date			91 days
Debt instrument, repurchased amount				$ 65,000,000
Remaining borrowing capacity			$ 59,700,000
Senior Secured Revolving Credit Facility \| Revolving Credit Facility \| Eurodollar \| Minimum
Line of Credit Facility [Line Items]
Variable interest rate	4.25%
Senior Secured Revolving Credit Facility \| Revolving Credit Facility \| Eurodollar \| Maximum
Line of Credit Facility [Line Items]
Variable interest rate	4.75%
Senior Secured Revolving Credit Facility \| Revolving Credit Facility \| Alternate Base Rate \| Minimum
Line of Credit Facility [Line Items]
Variable interest rate	3.25%
Senior Secured Revolving Credit Facility \| Revolving Credit Facility \| Alternate Base Rate \| Maximum
Line of Credit Facility [Line Items]
Variable interest rate	3.75%
Senior Secured Revolving Credit Facility \| Letter of Credit
Line of Credit Facility [Line Items]
Letters of credit outstanding, amount			$ 5,300,000
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

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Property, Plant and Equipment

The estimated useful lives of the Company’s property and equipment are as follows:


			Years
Computer equipment and network hardware			3
Furniture, fixtures and office equipment			5 to 7
Leasehold improvements			Shorter of useful life or life of lease

Major classes of property and equipment were as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
Purchased software	$	1,124	$	1,250
Computer equipment and network hardware	154,821		150,405
Furniture, fixtures and office equipment	4,031		3,659
Leasehold improvements	3,893		3,368
Gross property and equipment	163,869		158,682
Accumulated depreciation	(116,498)		(113,713)
Net property and equipment	$	47,371	$	44,969

The Company's property and equipment, net by geographical region was as follows:


	December 31, 2023		December 31, 2022
	(in thousands)
United States	$	32,161	$	31,036
International	15,210		13,933
Total	$	47,371	$	44,969

Finite-lived Intangible Assets Amortization

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


			Years
Developed technology			5
In-process research and development			3 to 5
Customer relationships			0.5 to 4
Backlog			0.75
Non-compete agreements			1 to 2
Other intangible assets			0.25 to 1.5