MAGNITE, INC. [MGNI] Filings

10-Q 1 mgni-20240630.htm 10-Q mgni-20240630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-36384

__________________

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

__________________


Delaware									20-8881738
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

1250 Broadway, 15th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:
(212) 243-2769

______________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	MGNI	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.


Class						Outstanding as of July 31, 2024
Common Stock, $0.00001 par value						141,146,976

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MAGNITE, INC.

QUARTERLY REPORT ON FORM 10-Q

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		Page No.
Part I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2024 and June 3 0 , 2023	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 3 0 , 2024 and June 3 0 , 2023	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 3 0 , 2024 and June 3 0 , 2023	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended J une 3 0 , 2024 and June 3 0 , 2023	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
Part II.	OTHER INFORMATION	43
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	O ther Information	45
Item 6.	Exhibits	46
Signatures		47

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MAGNITE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par values)

(unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	326,464	$	326,219

Accounts receivable, net	1,122,396		1,176,276
Prepaid expenses and other current assets	19,376		20,508
TOTAL CURRENT ASSETS	1,468,236		1,523,003
Property and equipment, net	62,939		47,371
Right-of-use lease asset	62,034		60,549
Internal use software development costs, net	24,923		21,926
Intangible assets, net	35,848		51,011
Goodwill	978,217		978,217
Other assets, non-current	11,008		6,729
TOTAL ASSETS	$	2,643,205	$	2,688,806
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,299,231	$	1,372,176
Lease liabilities, current	20,014		20,402
Debt, current	3,650		3,600
Other current liabilities	6,219		5,957
TOTAL CURRENT LIABILITIES	1,329,114		1,402,135
Debt, non-current, net of debt discount and debt issuance costs	549,025		532,986
Lease liabilities, non-current	50,294		49,665
Deferred tax liability, net	287		680
Other liabilities, non-current	1,522		1,657
TOTAL LIABILITIES	1,930,242		1,987,123
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at June 30, 2024 and December 31, 2023; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock, $0.00001 par value; 500,000 shares authorized at June 30, 2024 and December 31, 2023; 141,141 and 138,577 shares issued and outstanding at June 30, 2024 and December 31, 2023	2		2
Additional paid-in capital	1,418,931		1,387,715
Accumulated other comprehensive loss	(3,177)		(2,076)

Accumulated deficit	(702,793)		(683,958)
TOTAL STOCKHOLDERS' EQUITY	712,963		701,683
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,643,205	$	2,688,806

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Revenue	$	162,880	$	152,543	$	312,199	$	282,693
Expenses:
Cost of revenue	62,606		130,175		128,508		255,003
Sales and marketing	42,240		45,131		85,929		98,180
Technology and development	25,829		23,383		52,720		47,598
General and administrative	22,631		25,649		49,296		46,737
Merger, acquisition, and restructuring costs	—		—		—		7,465

Total expenses	153,306		224,338		316,453		454,983
Income (loss) from operations	9,574		(71,795)		(4,254)		(172,290)
Other (income) expense:
Interest expense, net	6,793		8,520		14,751		16,695
Foreign exchange (gain) loss, net	516		(304)		(1,799)		(71)
(Gain) loss on extinguishment of debt	—		(5,427)		7,387		(13,976)
Other income	(1,284)		(1,358)		(2,576)		(2,671)
Total other (income) expense, net	6,025		1,431		17,763		(23)
Income (loss) before income taxes	3,549		(73,226)		(22,017)		(172,267)
Provision (benefit) for income taxes	4,627		663		(3,182)		354
Net loss	$	(1,078)	$	(73,889)	$	(18,835)	$	(172,621)
Net loss per share:
Basic and diluted	$	(0.01)	$	(0.54)	$	(0.13)	$	(1.27)

Weighted average shares used to compute net loss per share:
Basic and diluted	140,551		136,164		139,924		135,429

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net loss	$	(1,078)	$	(73,889)	$	(18,835)	$	(172,621)
Other comprehensive income (loss):

Foreign currency translation adjustments	(86)		107		(1,101)		474
Other comprehensive income (loss)	(86)		107		(1,101)		474
Comprehensive loss	$	(1,164)	$	(73,782)	$	(19,936)	$	(172,147)

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2022	134,006	$	2	$	1,319,221	$	(3,151)	$	(524,774)		$	791,298
Exercise of common stock options	303	—		1,486		—		—			1,486


Issuance of common stock related to RSU vesting	1,829	—		—		—		—			—

Shares withheld related to net share settlement	(700)	—		(9,046)		—		—			(9,046)


Stock-based compensation	—	—		19,856		—		—			19,856

Other comprehensive income	—	—		—		367		—			367
Net loss	—	—		—		—		(98,732)			(98,732)
Balance at March 31, 2023	135,438	$	2	$	1,331,517	$	(2,784)	$	(623,506)		$	705,229
Exercise of common stock options	74	—		610		—		—			610

Issuance of common stock related to employee stock purchase plan	202	—		1,922		—		—			1,922
Issuance of common stock related to RSU and PSU vesting	1,215	—		—		—		—			—
Shares withheld related to net share settlement	(70)	—		(631)		—		—			(631)


Stock-based compensation	—	—		19,230		—		—			19,230
Other comprehensive income	—	—		—		107		—			107
Net loss	—	—		—		—		(73,889)			(73,889)
Balance at June 30, 2023	136,859	$	2	$	1,352,648	$	(2,677)	$	(697,395)		$	652,578

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	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2023	138,577	$	2	$	1,387,715	$	(2,076)	$	(683,958)		$	701,683



Issuance of common stock related to RSU vesting	2,363	—		—		—		—			—
Shares withheld related to net share settlement	(916)	—		(8,941)		—		—			(8,941)


Stock-based compensation	—	—		21,407		—		—			21,407

Other comprehensive loss	—	—		—		(1,015)		—			(1,015)
Net loss	—	—		—		—		(17,757)			(17,757)
Balance at March 31, 2024	140,024	$	2	$	1,400,181	$	(3,091)	$	(701,715)		$	695,377
Exercise of common stock options	32	—		187		—		—			187
Issuance of common stock related to employee stock purchase plan	305	—		1,983		—		—			1,983
Issuance of common stock related to RSU vesting	1,165	—		—		—		—			—
Shares withheld related to net share settlement	(385)	—		(3,802)		—		—			(3,802)
Stock-based compensation	—	—		20,382		—		—			20,382
Other comprehensive loss	—	—		—		(86)		—			(86)
Net loss	—	—		—		—		(1,078)			(1,078)
Balance at June 30, 2024	141,141	$	2	$	1,418,931	$	(3,177)	$	(702,793)		$	712,963

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Six Months Ended
	June 30, 2024		June 30, 2023
OPERATING ACTIVITIES:
Net loss	$	(18,835)	$	(172,621)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27,803		184,734
Stock-based compensation	40,491		37,994



(Gain) loss on extinguishment of debt	7,387		(13,976)
Gain on disposal of property and equipment	(13)		(39)
Provision for doubtful accounts	292		4,649
Amortization of debt discount and issuance costs	2,149		3,269
Non-cash lease expense	(1,236)		167
Deferred income taxes	(3,101)		219
Unrealized foreign currency gain, net	(3,112)		(1,974)
Other items, net	—		2,696
Changes in operating assets and liabilities:
Accounts receivable	52,146		48,144
Prepaid expenses and other assets	1,120		1,386
Accounts payable and accrued expenses	(76,104)		(52,190)
Other liabilities	169		765
Net cash provided by operating activities	29,156		43,223
INVESTING ACTIVITIES:
Purchases of property and equipment	(15,040)		(12,734)
Capitalized internal use software development costs	(7,516)		(5,800)




Net cash used in investing activities	(22,556)		(18,534)
FINANCING ACTIVITIES:

Proceeds from issuance of 2024 Term Loan B Facility, net of debt discount	361,350		—

Repayment of 2021 Term Loan B Facility	(351,000)		—
Payment for debt issuance costs	(4,510)		—
Repayment of debt	(913)		(1,800)
Repurchase of Convertible Senior Notes	—		(74,989)
Proceeds from exercise of stock options	187		2,096
Proceeds from issuance of common stock under employee stock purchase plan	1,983		1,922
Repayment of financing lease	—		(276)

Taxes paid related to net share settlement	(12,743)		(9,677)

Payment of indemnification claims holdback	—		(2,313)
Net cash used in financing activities	(5,646)		(85,037)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(709)		257
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	245		(60,091)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	326,219		326,502
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	$	326,464	$	266,411

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Six Months Ended
	June 30, 2024		June 30, 2023
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	$	326,464	$	266,364
Restricted cash included in prepaid expenses and other current assets	—		47

Total cash, cash equivalents and restricted cash	$	326,464	$	266,411

SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes	$	1,938	$	3,069
Cash paid for interest	$	17,854	$	17,944
Capitalized assets financed by accounts payable and accrued expenses and other liabilities	$	9,132	$	1,382
Capitalized stock-based compensation	$	1,298	$	1,092
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	11,020	$	3,277

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these statements.

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MAGNITE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Organization and Summary of Significant Accounting Policies

Company Overview

Magnite, Inc. ("Magnite" or the "Company") 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’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own or operate websites, applications, connected television ("CTV") channels, and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. The Company's clients include many of the world's leading sellers and buyers of digital advertising inventory.

Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2024, or for any future year.

The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in its 2023 Annual Report on Form 10-K.

There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in its Annual Report on Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates.

In connection with the Company's periodic review of the estimated useful lives of its property and equipment, the Company extended the estimated useful lives of its network hardware assets from three years to five years effective January 1, 2024. The change in estimated useful lives were due to actual and expected longer refresh cycles for these assets. Based on the carrying value of network hardware assets as of December 31, 2023 and those placed in service during the six months ended June 30, 2024, the effect of this change in estimate was an increase in income from operations of $2.9 million and a decrease in loss from operations of $6.5 million for the three and six months ended June 30, 2024, respectively, and a decrease in net loss of $5.5 million, or $0.04 per basic and diluted share, and a decrease in net loss of $3.5 million, or $0.02 per basic and diluted share for the three and six months ended June 30, 2024, respectively. The updated policy reflecting the change in estimated useful lives is below.

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:

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			Years
Computer equipment and network hardware			3 to 5
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 gains or loss is reflected in the Company's results of operations.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 2023-09 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 condensed consolidated financial statements.

Note 2—Net Loss Per Share

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


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(in thousands, except per share data)
Basic and Diluted Loss Per Share:
Net loss	$	(1,078)	$	(73,889)	$	(18,835)	$	(172,621)



Weighted-average common shares outstanding used to compute net loss per share	140,551		136,164		139,924		135,429
Basic and diluted loss per share	$	(0.01)	$	(0.54)	$	(0.13)	$	(1.27)

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


	Three Months Ended		Six Months Ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
	(in thousands)		(in thousands)
Unvested restricted stock units	2,666	2,162	2,612	1,950
Options to purchase common stock	1,706	1,707	1,639	1,725

Unvested performance stock units	600	202	421	168
Employee stock purchase plan ("ESPP") shares	55	9	60	13
Convertible Senior Notes	3,210	5,313	3,210	5,668
Total shares excluded from net loss per share	8,237	9,393	7,942	9,524

For the three and six months ended June 30, 2024 and 2023, the Company excluded outstanding performance stock units from the calculation of diluted net loss per share because they were anti-dilutive. As of June 30, 2024, the performance stock units granted during 2021, 2022, 2023, and 2024 had expected achievement levels of 0%, 100%, 124%, and 150%, respectively. As of

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June 30, 2023, the performance stock units granted in 2021, 2022, and 2023 had expected achievement levels of 0%, 100%, and 146%, respectively. Refer to Note 9—"Stock-Based Compensation" for additional information related to performance stock units.

For the three and six months ended June 30, 2024 and 2023, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 13) were excluded from the calculation of diluted loss per share because they were anti-dilutive. 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 June 30, 2024 and 2023, the number of shares that would be issuable assuming conversion of all of the Convertible Senior Notes was approximately 3,210,098 and 4,845,242, respectively.

Note 3—Revenue

For the majority of transactions on the Company's platform, the Company reports revenue on a net basis as it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace. For certain advertising campaigns that are transacted through insertion orders, the Company reports revenue on a gross basis, based primarily on its determination that the Company acts as the primary obligor in the delivery of advertising campaigns for buyers with respect to such transactions.

The following table presents the Company's revenue recognized on a net basis and on a gross basis for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended								Six Months Ended
	June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
	(in thousands, except percentages)
Revenue:
Net basis	$	137,104	84	%	$	123,928	81	%	$	258,196	83	%	$	231,385	82	%
Gross basis	25,776		16		28,615		19		54,003		17		51,308		18
Total	$	162,880	100	%	$	152,543	100	%	$	312,199	100	%	$	282,693	100	%

The following table presents the Company's revenue by channel for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended								Six Months Ended
	June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
	(in thousands, except percentages)
Channel:
CTV	$	77,769	48	%	$	71,789	47	%	$	150,361	48	%	$	130,839	46	%
Mobile	58,604		36		55,032		36		112,557		36		103,216		37
Desktop	26,507		16		25,722		17		49,281		16		48,638		17
Total	$	162,880	100	%	$	152,543	100	%	$	312,199	100	%	$	282,693	100	%

The following table presents the Company's revenue disaggregated by geographic location, based on the location of the Company's sellers for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(in thousands)				(in thousands)
United States	$	123,363	$	114,486	$	236,775	$	211,642

International	39,517		38,057		75,424		71,051
Total	$	162,880	$	152,543	$	312,199	$	282,693

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

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sellers are recorded at the net amount payable to sellers (see Note 5). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed quarterly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable are presented net of an allowance for doubtful accounts of $2.7 million at June 30, 2024, and $20.4 million at December 31, 2023. 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 $2.0 million and $1.1 million as of June 30, 2024 and December 31, 2023, respectively.

The following is a summary of activity in the allowance for doubtful accounts for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(in thousands)				(in thousands)
Allowance for doubtful accounts, beginning balance	$	2,467	$	1,662	$	20,363	$	1,092

Write-offs	(423)		(727)		(18,934)		(743)
Increase in provision for expected credit losses	609		18,708		1,224		19,294

Allowance for doubtful accounts, ending balance	$	2,653	$	19,643	$	2,653	$	19,643

During the six months ended June 30, 2024, the Company wrote off $18.9 million of allowance for doubtful accounts, of which $18.5 million was attributable to the outstanding accounts receivable from a buyer that filed for bankruptcy during 2023.

During the three and six months ended June 30, 2024, the provision for expected credit losses associated with accounts receivable increased by $0.6 million and $1.2 million, respectively, offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $0.5 million and $0.9 million, respectively, which resulted in $0.2 million and $0.3 million of bad debt expense, respectively. During the three and six months ended June 30, 2023, the provision for expected credit losses associated with accounts receivable increased by $18.7 million and $19.3 million, respectively, offset by increases of contra seller payables related to recoveries of uncollected buyer receivables of $14.1 million and $14.6 million, respectively, which resulted in $4.6 million and $4.6 million of bad debt expense, respectively.

Note 4—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.

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The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at June 30, 2024:


	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	$	289,178	$	289,178	$	—	$	—

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	$	—	$	—

At June 30, 2024 and December 31, 2023, cash equivalents of $289.2 million and $281.2 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 June 30, 2024, the Company had debt outstanding under its Convertible Senior Notes and loans under its 2024 Term Loan B Facility (as defined in Note 13), and at December 31, 2023, had debt outstanding under its Convertible Senior Notes and loans under its 2021 Term Loan B Facility (as defined in Note 13) included in its balance sheets, respectively. The estimated fair value of the Company's Convertible Senior Notes was $184.0 million and $174.3 million as of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023 and is classified as Level 2 in the fair value hierarchy. At June 30, 2024 and December 31, 2023, the estimated fair value of the Company's 2024 Term Loan B Facility and of the Company's 2021 Term Loan B Facility was $365.0 million and $352.3 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 six months ended June 30, 2024 and 2023.

Note 5—Other Balance Sheet Amounts

Accounts payable and accrued expenses included the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Accounts payable—seller	$	1,248,871	$	1,333,242
Accounts payable—trade	31,143		23,844
Accrued employee-related payables	19,217		15,090

Total	$	1,299,231	$	1,372,176

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Note 6—Property and Equipment

Major classes of property and equipment were as follows:


	June 30, 2024		December 31, 2023
	(in thousands)
Computer equipment and network hardware	$	172,607	$	154,821
Furniture, fixtures, and office equipment	4,008		4,031
Leasehold improvements	3,810		3,893
Purchased software	1,124		1,124
Gross property and equipment	181,549		163,869
Accumulated depreciation	(118,610)		(116,498)
Net property and equipment	$	62,939	$	47,371

Depreciation expense on property and equipment totaled $3.6 million and $5.7 million for the three months ended June 30, 2024 and 2023, respectively and $6.8 million and $11.0 million for the six months ended June 30, 2024 and 2023. See Note 1 for information related to the change in estimated useful lives of network hardware assets.

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


	June 30, 2024		December 31, 2023
	(in thousands)
United States	$	44,248	$	32,161
International	18,691		15,210
Total	$	62,939	$	47,371

Note 7—Intangible Assets

The Company’s intangible assets as of June 30, 2024 and December 31, 2023 included the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Amortizable intangible assets:
Developed technology	$	109,736	$	109,736
Customer relationships	37,300		37,300
In-process research and development	8,830		8,830

Trademarks	900		900
Non-compete agreements	—		200
Total identifiable intangible assets, gross	156,766		156,966
Accumulated amortization—intangible assets:
Developed technology	(84,631)		(75,321)
Customer relationships	(29,529)		(24,867)
In-process research and development	(5,858)		(4,832)

Trademarks	(900)		(750)
Non-compete agreements	—		(185)
Total accumulated amortization—intangible assets	(120,918)		(105,955)
Total identifiable intangible assets, net	$	35,848	$	51,011

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Amortization of intangible assets for the three months ended June 30, 2024 and 2023 was $7.6 million and $78.7 million, respectively and $15.2 million and $165.1 million for the six months ended June 30, 2024 and 2023, respectively.

The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of June 30, 2024:


Fiscal Year	Amount
	(in thousands)
Remaining 2024	$	14,971
2025	14,445
2026	6,001
2027	431


Total	$	35,848

Note 8—Merger, Acquisition, and Restructuring Costs

Merger, acquisition, and restructuring costs primarily consists of professional services fees and employee termination costs, including stock-based compensation charges, associated with historical acquisitions and restructuring activities.

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


	Six Months Ended
			June 30, 2023
		(in thousands)
Personnel related (severance and one-time termination benefit costs)			$	3,218
Loss contracts (facilities related)			2,190
Exit costs			1,408
Impairment of property and equipment, net			506
Non-cash stock-based compensation (double-trigger acceleration and severance)			143


Total merger, acquisition, and restructuring costs			$	7,465

During the three and six months ended June 30, 2024 and the three months ended June 30, 2023, the Company did not incur any merger, acquisition, and restructuring costs. During the six months ended June 30, 2023, the Company incurred merger, acquisition, and restructuring costs of $7.5 million, which 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 2021 acquisition of SpotX Inc., 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.

Note 9—Stock-Based Compensation

Stock Options

A summary of stock option activity for the six months ended June 30, 2024 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, 2023	4,262	$	8.65
Granted	130	$	9.20
Exercised	(32)	$	5.79
Expired	(98)	$	14.82

Outstanding at June 30, 2024	4,262	$	8.55	5.1 years	$	26,600
Exercisable at June 30, 2024	3,737	$	7.72	4.7 years	$	25,829

The total intrinsic value of options exercised during the six months ended June 30, 2024 was $0.2 million. At June 30, 2024, the Company had unrecognized stock-based compensation expense relating to unvested stock options of approximately $4.6

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million, which is expected to be recognized over a weighted-average period of 2.1 years. Total grant date fair value of options vested during the six months ended June 30, 2024 was $1.9 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 six months ended June 30, 2024 was $6.34 per share. The weighted-average input assumptions used by the Company were as follows:


	Six Months Ended
		June 30, 2024		June 30, 2023
Expected term (in years)		5.0		5.0
Risk-free interest rate		3.93	%	3.99	%
Expected volatility		84	%	84	%
Dividend yield		—	%	—	%

Restricted Stock Units

A summary of restricted stock unit ("RSU") activity for the six months ended June 30, 2024 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Restricted stock units outstanding at December 31, 2023	11,450	$	12.63
Granted	6,910	$	9.27
Canceled	(477)	$	11.24
Vested and released	(3,528)	$	12.41
Restricted stock units outstanding and unvested at June 30, 2024	14,355	$	11.11

The weighted-average grant date fair value per share of restricted stock units granted during the six months ended June 30, 2024 was $9.27. The intrinsic value of restricted stock units that vested during the six months ended June 30, 2024 was $35.1 million. At June 30, 2024, the intrinsic value of unvested restricted stock units was $190.8 million. At June 30, 2024, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $143.3 million, which is expected to be recognized over a weighted-average period of 2.9 years.

Performance Stock Units

The Company grants performance stock units ("PSU") to select executive employees that vest based on share price metrics tied to total shareholder return relative ("TSR") to a peer group, subject to a time-based service component. 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.

During the six months ended June 30, 2024, the Company granted PSUs with an aggregate target of 486,431 shares, assuming a performance measurement of 100%. The amount of shares that will ultimately vest will be determined based on the Company's TSR relative to the TSRs of a peer group for the three year-period beginning January 1, 2024, as well as certain interim measurements based on relative TSR for the one-year and two-year periods beginning on January 1, 2024.

A summary of PSU activity for the six months ended June 30, 2024 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Outstanding at December 31, 2023	967	$	18.17
Granted	486	$	11.76

Forfeited	(26)	$	52.49
Outstanding at June 30, 2024	1,427	$	15.35

The grant date fair value for the 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. Stock-based compensation expense for PSUs is based on the grant date fair value and the number of shares assuming a performance measurement of 100%.

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The compensation expense will not be reversed if the performance metrics are not met. The weighted-average input assumptions used by the Company were as follows:


	Six Months Ended
		June 30, 2024		June 30, 2023
Performance period (in years)		3.0		3.0
Risk-free interest rate		4.05	%	4.19	%
Expected volatility of Magnite		87	%	94	%
Expected volatility of selected peer companies		55	%	64	%
Expected correlation coefficients of Magnite		0.59		0.62
Expected correlation coefficients of selected peer companies		0.47		0.54
Dividend yield		—	%	—	%

At June 30, 2024, the intrinsic value of unvested performance stock units based on expected achievement levels was $18.7 million. As of June 30, 2024, the Company had unrecognized stock-based compensation expense relating to unvested PSUs of approximately $10.3 million, which will be recognized over a weighted-average period of 2.0 years.

Stock-Based Compensation Expense

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


	Three Months Ended				Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(in thousands)				(in thousands)
Cost of revenue	$	478	$	459	$	978	$	927
Sales and marketing	7,972		7,093		16,208		14,498
Technology and development	4,889		5,473		10,305		10,919
General and administrative	6,321		5,682		13,000		11,507
Merger, acquisition, and restructuring costs	—		—		—		143
Total stock-based compensation expense	$	19,660	$	18,707	$	40,491	$	37,994

As of June 30, 2024, an aggregate of 17,311,016 shares remained available for future grants under the Magnite, Inc. Amended and Restated 2014 Equity Incentive Plan (the "Amended and Restated 2014 Equity Incentive Plan").

As of June 30, 2024, the Company has reserved 4,425,429 shares of its common stock for issuance under the Magnite, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (the "Amended and Restated 2014 Employee Stock Purchase Plan").

Note 10—Income Taxes

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company's annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, deductible stock option expenses, nondeductible executive compensation, and changes in the Company's valuation allowance.

The Company recorded an income tax provision of $4.6 million and tax benefit of $3.2 million for the three and six months ended June 30, 2024, respectively, and an income tax provision of $0.7 million and $0.4 million for the three and six months ended June 30, 2023, respectively. The tax provision and benefit for the three and six months ended June 30, 2024, respectively, was primarily the result of the Company's ability to recognize deferred tax assets ("DTAs") subject to the domestic valuation allowance and the foreign income tax provision. The tax provision for the three and six months ended June 30, 2023 was primarily the result of the Company's ability to recognize DTAs subject to the domestic valuation allowance and the foreign income tax provision. The Company continues to maintain a partial valuation allowance for the domestic DTAs.

Due to uncertainty as to the realization of benefits from the Company's domestic and certain international DTAs, including net operating loss carryforwards and research and development tax credits, the Company has a partial valuation allowance reserved against such assets. The Company intends to continue to maintain a partial valuation allowance on the DTAs until there is sufficient evidence to support the reversal of all or some additional portion of these allowances.

Due to the net operating loss carryforwards, all of the Company's United States federal and a majority of its state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. 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 Australia, Brazil, Germany,

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and New Zealand, 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.

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 Inc. 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.

There was no material change to the Company's unrecognized tax benefits in the six months ended June 30, 2024 and the Company does not expect to have any material changes to unrecognized tax benefits through the end of the fiscal year.

Note 11—Lease Obligations

Operating lease expense was $5.9 million and $6.4 million for the three months ended June 30, 2024 and 2023, respectively, and $11.6 million and $12.9 million for the six months ended June 30, 2024 and 2023, respectively. Variable lease expense was $0.6 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively, and $1.5 million and $1.7 million for the six months ended June 30, 2024 and 2023, respectively.

The Company also received rental income of $1.3 million and $1.4 million for real estate leases for which it subleases the property to third parties during the three months ended June 30, 2024 and 2023, respectively, and $2.6 million and $2.7 million during the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, a weighted average discount rate of 6.19% and 6.19%, respectively, has been applied to the remaining lease payments to calculate the lease liabilities included within the condensed consolidated balance sheet. The lease terms of the Company’s operating leases generally range from one year to ten years, and the weighted average remaining lease term of leases included in the lease liability is 4.8 years and 5.2 years as of June 30, 2024 and December 31, 2023, 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 June 30, 2024 (in thousands):


Fiscal Year
Remaining 2024	$	12,942
2025	19,766
2026	15,735
2027	10,122
2028	7,840
Thereafter	14,360
Total lease payments (undiscounted)	80,765
Less: imputed interest	(10,457)
Lease liabilities—total (discounted)	$	70,308

Note 12—Commitments and Contingencies

Commitments

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

As of June 30, 2024 and December 31, 2023, the Company had $5.2 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 June 30, 2024, the Company's outstanding non-cancelable contractual obligations with a remaining term in excess of one year consist of the following (in thousands):

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Fiscal Year
Remaining 2024	$	4,554
2025	5,339
2026	1,265
2027	515
2028	241

Total	$	11,914

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 condensed 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 June 30, 2024. However, based on management’s knowledge as of June 30, 2024, 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 condensed 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.

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Note 13—Debt

Long term debt as of June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Convertible Senior Notes	$	205,067	$	205,067
Less: Unamortized debt issuance cost	(2,011)		(2,598)
Net carrying value of Convertible Senior Notes	203,056		202,469
Term Loan B Facility*	364,088		351,000
Less: Unamortized discount and debt issuance cost	(14,469)		(16,883)
Net carrying value of Term Loan B Facility*	349,619		334,117

Balance Sheet Presentation:
Debt, current	3,650		3,600
Debt, non-current, net of debt discount and debt issuance costs	549,025		$	532,986
Total debt	$	552,675	$	536,586
* Term Loan B Facility as of June 30, 2024 and December 31, 2023 reflect the balances under the 2024 Term Loan B Facility and the 2021 Term Loan B Facility, respectively.

Maturities of the principal amount of the Company's long-term debt as of June 30, 2024 are as follows (in thousands):


Fiscal Year
Remaining 2024	$	1,825
2025	3,650
2026	208,717
2027	3,650
2028	3,650
Thereafter	347,663
Total	$	569,155

Amortization of debt discount and debt issuance cost is computed using the effective interest method and is included in interest expense in the condensed consolidated statement of operations. Amortization of the debt discount and debt issuance cost associated with the Company's indebtedness totaled $0.9 million and $1.9 million for the three and six months ended June 30, 2024, respectively, and $1.5 million and $3.0 million for the three and six months ended June 30, 2023, respectively. In addition, amortization of deferred financing costs was $0.1 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively. Deferred financing costs are included in 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 Loan Agreement or the new Credit Agreement (see section below); and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries that do not guarantee the Convertible Senior Notes.

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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

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Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Company paid $39.0 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Senior Notes. The cost of the Capped Call Transactions is not expected to be tax deductible as the Company did not elect to integrate the capped call into the Convertible Senior Notes for tax purposes. The cost of the Capped Call Transaction was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements.

The Company incurred debt issuance costs of $11.4 million in March 2021. The Convertible Senior Notes are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Senior Notes and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations.

During the three and six months ended June 30, 2023, the Company repurchased its Convertible Senior Notes in the open market with cash on hand for $34.2 million and $75.0 million, respectively. The Company recognized a gain on extinguishment of debt of $5.4 million and $14.0 million related to the repurchase of $40.2 million and $90.5 million of principal balance of Convertible Senior Notes and $0.6 million and $1.5 million of unamortized debt issuance costs associated with the extinguished debt during the three and six months ended June 30, 2023, respectively. The gain on extinguishment is included in other (income) expense in the Company's condensed consolidated statement of operations.

The following table sets forth interest expense related to the Convertible Senior Notes for the three and six months ended June 30, 2024 and 2023 (in thousands, except interest rates):


	Three Months Ended						Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Contractual interest expense	$	128		$	212		$	256		$	453
Amortization of debt issuance costs	294			485			587			1,036
Total interest expense	$	422		$	697		$	843		$	1,489
Effective interest rate	0.82		%	0.82		%	0.82		%	0.82		%

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


Fiscal Year	Debt Issuance Costs
Remaining 2024	$	586
2025	1,173
2026	252

Total	$	2,011

2021 and 2024 Credit Agreements

On April 30, 2021, the Company entered into a credit agreement (the "2021 Credit Agreement") with Goldman Sachs Bank USA as administrative agent and collateral agent, and other lender parties thereto. The 2021 Credit Agreement provided for a $360.0 million seven-year senior secured term loan facility ("2021 Term Loan B Facility"), which had a maturity in April 2028, and a $65.0 million senior secured revolving credit facility (as amended in June 2021, the "2021 Revolving Credit Facility"), which had a maturity in December 2025. In June 2023, the Company amended the 2021 Credit Agreement (the "Amended 2021 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 Amended 2021 Credit Agreement, which is based on the secured overnight financing rate (“SOFR”).

Amounts outstanding under the Amended 2021 Credit Agreement accrued interest at a rate equal to either, (1) for the 2021 Term Loan B Facility, at the Company’s election, the Adjusted Term SOFR plus a margin of 5.00% per annum, or ABR (as defined in the Amended 2021 Credit Agreement) plus a margin of 4.00%, and (2) for the 2021 Revolving Credit Facility, at the Company’s election, Adjusted Term SOFR 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.

On February 6, 2024, the Company entered into a credit agreement (the “2024 Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as the Company term loan administrative agent and Citibank, N.A. as the Company's revolving facility administrative agent and collateral agent, and other lender parties thereto. The 2024 Credit Agreement includes a $365.0 million seven-year senior secured term loan facility (the "2024 Term Loan B Facility"), whose loans will mature in February 2031 and a $175.0 million five-year senior secured revolving credit facility (the "2024 Revolving Credit Facility"), which matures in February

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2029. The Company primarily used the proceeds from the 2024 Term Loan B Facility to repay in full all outstanding amounts owed under the Company's Amended 2021 Credit Agreement. Accordingly, the Amended 2021 Credit Agreement was terminated and replaced in its entirely. The obligations under the 2024 Credit Agreement are secured by substantially all of the assets of the Company.

Amounts outstanding under the 2024 Credit Agreement accrue interest at a rate equal to either, (1) for the 2024 Term Loan B Facility, at the Company’s election, Term SOFR (as defined in the 2024 Credit Agreement) plus a margin of 4.50% per annum, or ABR (as defined in the 2024 Credit Agreement) plus a margin of 3.50%, and (2) for the 2024 Revolving Credit Facility, at the Company’s election, Term SOFR plus a margin of 3.50% to 4.00%, or ABR plus a margin of 2.50% to 3.00%, in each case, depending on the Company’s First Lien Net Leverage Ratio (as defined in the 2024 Credit Agreement). As of June 30, 2024, the contractual interest rate related to the Term Loan B Facility was 9.81%. In addition to having to pay contractual interest on the 2024 Term Loan B Facility, the Company is also required to pay certain other fees, primarily to the lenders under the 2024 Revolving Credit Facility, in order to maintain their revolving facility commitments.

The covenants of the 2024 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 2024 Credit Agreement contains a springing financial covenant that is tested on the last day of any fiscal quarter only if utilization of the 2024 Revolving Credit Facility exceeds 35% of the total revolving commitments, whereby the Company is required to maintain a First Lien Net Leverage Ratio below 3.25 to 1.00. As of June 30, 2024, no amounts were outstanding under the 2024 Revolving Credit Facility and the Company was in compliance with its debt covenants. At June 30, 2024, amounts available under the 2024 Revolving Credit Facility were $169.8 million, net of letters of credit outstanding in the amount of $5.2 million.

The 2024 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 2024 Credit Agreement. The 2024 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 2024 Term Loan B Facility based on an annual calculation of free cash flow ("Excess Cash Flow") as defined by the 2024 Credit Agreement. The Company was not required to make any such mandatory prepayment required by the Excess Cash Flow provision for the period ended June 30, 2024.

The following table summarizes the amount outstanding under the Company's 2024 Term Loan B Facility and 2021 Term Loan B Facility at June 30, 2024 and December 31, 2023, respectively:


	June 30, 2024		December 31, 2023
	(in thousands)
Term Loan B Facility*	$	364,088	$	351,000
Unamortized debt discounts	(6,877)		(6,594)
Unamortized debt issuance costs	(7,592)		(10,289)
Debt, net of debt discount and debt issuance costs	$	349,619	$	334,117
* Term Loan B Facility as of June 30, 2024 and December 31, 2023 reflect the balances under the 2024 Term Loan B Facility and the 2021 Term Loan B Facility, respectively.

As part of the debt refinance on February 6, 2024, where lenders under the 2021 Credit Agreement continued to be lenders under the 2024 Credit Agreement, certain of their loans and revolving facility commitments were deemed to have been modified ("Modified Loans" and "Modified Commitments," respectively). The Company continued to defer debt discount costs of $3.7 million and debt issuance costs of $5.7 million from Modified Loans over the term of the new 2024 Term Loan B Facility. The Company continued to defer financing costs as of February 6, 2024 of $0.6 million from Modified Commitments over the term of the new 2024 Revolver Facility.

For lenders of the 2021 Credit Agreement that did not continue to participate in the 2024 Credit Agreement, their pro-rata portion of the unamortized debt discount of $

MAGNITE, INC. [MGNI] Filings
10-Q	[2024-08-07]
10-Q	[2024-05-08]
10-K	[2024-02-28]
10-Q	[2023-11-08]
10-Q	[2023-08-09]
10-Q	[2023-05-10]
10-K	[2023-02-22]
10-Q	[2022-11-09]
10-Q	[2022-08-09]
10-Q	[2022-05-04]
10-K	[2022-02-23]
10-Q	[2021-11-03]
10-Q	[2021-08-05]
10-Q	[2021-05-10]
10-K	[2021-02-25]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
10-Q	[2020-05-06]
10-K	[2020-02-27]
10-Q	[2019-11-06]
10-Q	[2019-07-31]
10-Q	[2019-05-02]
10-K	[2019-02-27]
10-Q	[2018-11-08]
10-Q	[2018-08-01]
10-Q	[2018-05-03]
10-K	[2018-03-15]
10-Q	[2017-11-03]
10-Q	[2017-08-02]
10-Q	[2017-05-05]
10-K	[2017-03-15]
10-Q	[2016-11-03]
10-Q	[2016-08-05]
10-Q	[2016-05-04]
10-K	[2016-03-04]
10-Q	[2015-10-30]
10-Q	[2015-08-05]
10-Q	[2015-05-08]
10-K	[2015-03-06]
10-Q	[2014-10-31]
10-Q	[2014-08-01]
10-Q	[2014-05-15]
S-1	[2014-02-04]