Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36384 | |
Entity Registrant Name | MAGNITE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8881738 | |
Entity Address, Address Line One | 1250 Broadway, | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 243-2769 | |
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Trading Symbol | MGNI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,958,660 | |
Entity Central Index Key | 0001595974 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 266,364 | $ 326,254 |
Accounts receivable, net | 908,438 | 976,506 |
Prepaid expenses and other current assets | 22,123 | 23,501 |
TOTAL CURRENT ASSETS | 1,196,925 | 1,326,261 |
Property and equipment, net | 46,280 | 44,969 |
Right-of-use lease asset | 69,023 | 78,211 |
Internal use software development costs, net | 21,932 | 23,671 |
Intangible assets, net | 88,392 | 253,501 |
Goodwill | 978,217 | 978,217 |
Other assets, non-current | 7,020 | 7,383 |
TOTAL ASSETS | 2,407,789 | 2,712,213 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,022,300 | 1,094,321 |
Lease liabilities, current | 21,506 | 21,172 |
Debt, current | 3,600 | 3,600 |
Other current liabilities | 6,631 | 5,939 |
TOTAL CURRENT LIABILITIES | 1,054,037 | 1,125,032 |
Debt, non-current, net of debt issuance costs | 635,036 | 722,757 |
Lease liabilities, non-current | 58,907 | 66,331 |
Deferred tax liability, net | 5,384 | 5,072 |
Other liabilities, non-current | 1,847 | 1,723 |
TOTAL LIABILITIES | 1,755,211 | 1,920,915 |
Commitments and contingencies (Note 12) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at June 30, 2023 and December 31, 2022; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at June 30, 2023 and December 31, 2022; 136,859 and 134,006 shares issued and outstanding at June 30, 2023 and December 31, 2022 | 2 | 2 |
Additional paid-in capital | 1,352,648 | 1,319,221 |
Accumulated other comprehensive loss | (2,677) | (3,151) |
Accumulated deficit | (697,395) | (524,774) |
TOTAL STOCKHOLDERS' EQUITY | 652,578 | 791,298 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,407,789 | $ 2,712,213 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares, issued (in shares) | 136,859 | 134,006 |
Common stock, shares, outstanding (in shares) | 136,859 | 134,006 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 152,543 | $ 137,780 | $ 282,693 | $ 255,855 |
Expenses: | ||||
Cost of revenue | 130,175 | 65,001 | 255,003 | 124,397 |
Sales and marketing | 45,131 | 51,827 | 98,180 | 101,827 |
Technology and development | 23,383 | 23,037 | 47,598 | 46,080 |
General and administrative | 25,649 | 20,466 | 46,737 | 39,170 |
Merger, acquisition, and restructuring costs | 0 | 712 | 7,465 | 7,468 |
Total expenses | 224,338 | 161,043 | 454,983 | 318,942 |
Loss from operations | (71,795) | (23,263) | (172,290) | (63,087) |
Other (income) expense: | ||||
Interest expense, net | 8,520 | 7,146 | 16,695 | 14,257 |
Foreign exchange gain, net | (304) | (3,992) | (71) | (3,066) |
Gain on extinguishment of debt | (5,427) | 0 | (13,976) | 0 |
Other income | (1,358) | (1,359) | (2,671) | (2,622) |
Total other (income) expense, net | 1,431 | 1,795 | (23) | 8,569 |
Loss before income taxes | (73,226) | (25,058) | (172,267) | (71,656) |
Provision (benefit) for income taxes | 663 | (104) | 354 | (2,109) |
Net loss | $ (73,889) | $ (24,954) | $ (172,621) | $ (69,547) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) |
Diluted (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) |
Weighted average shares used to compute net loss per share: | ||||
Basic (in shares) | 136,164 | 132,433 | 135,429 | 132,340 |
Diluted (in shares) | 136,164 | 132,433 | 135,429 | 132,340 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (73,889) | $ (24,954) | $ (172,621) | $ (69,547) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 107 | (2,055) | 474 | (1,945) |
Other comprehensive income (loss) | 107 | (2,055) | 474 | (1,945) |
Comprehensive loss | $ (73,782) | $ (27,009) | $ (172,147) | $ (71,492) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2021 | 132,553 | |||||
Beginning Balance, treasury (in shares) at Dec. 31, 2021 | (349) | |||||
Beginning Balance at Dec. 31, 2021 | $ 880,757 | $ 2 | $ 1,282,589 | $ (1,376) | $ (394,451) | $ (6,007) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 311 | |||||
Exercise of common stock options | 1,107 | 1,107 | ||||
Issuance of common stock related to RSU and PSU vesting (in shares) | 783 | |||||
Shares withheld related to net share settlement (in shares) | (315) | |||||
Shares withheld related to net share settlement | (4,260) | (4,260) | ||||
Purchase of treasury stock (in shares) | (931) | |||||
Purchase of treasury stock | (12,138) | $ (12,138) | ||||
Retirement of common stock (in shares) | (1,280) | 1,280 | ||||
Retirement of common stock | 0 | (18,145) | $ 18,145 | |||
Stock-based compensation | 16,927 | 16,927 | ||||
Other comprehensive income (loss) | 110 | 110 | ||||
Net loss | (44,593) | (44,593) | ||||
Ending Balance, treasury (in shares) at Mar. 31, 2022 | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 132,052 | |||||
Ending Balance at Mar. 31, 2022 | 837,910 | $ 2 | 1,278,218 | (1,266) | (439,044) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2021 | 132,553 | |||||
Beginning Balance, treasury (in shares) at Dec. 31, 2021 | (349) | |||||
Beginning Balance at Dec. 31, 2021 | 880,757 | $ 2 | 1,282,589 | (1,376) | (394,451) | $ (6,007) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income (loss) | (1,945) | |||||
Net loss | (69,547) | |||||
Ending Balance, treasury (in shares) at Jun. 30, 2022 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 132,845 | |||||
Ending Balance at Jun. 30, 2022 | 821,379 | $ 2 | 1,288,696 | (3,321) | (463,998) | $ 0 |
Beginning Balance (in shares) at Mar. 31, 2022 | 132,052 | |||||
Beginning Balance, treasury (in shares) at Mar. 31, 2022 | 0 | |||||
Beginning Balance at Mar. 31, 2022 | 837,910 | $ 2 | 1,278,218 | (1,266) | (439,044) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 164 | |||||
Exercise of common stock options | 501 | 501 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 238 | |||||
Issuance of common stock related to employee stock purchase plan | 2,141 | 2,141 | ||||
Issuance of common stock related to RSU and PSU vesting (in shares) | 1,165 | |||||
Shares withheld related to net share settlement (in shares) | (462) | |||||
Shares withheld related to net share settlement | (5,198) | (5,198) | ||||
Purchase of treasury stock (in shares) | (312) | |||||
Purchase of treasury stock | (3,525) | $ (3,525) | ||||
Retirement of common stock (in shares) | (312) | 312 | ||||
Retirement of common stock | 0 | (3,525) | $ 3,525 | |||
Stock-based compensation | 16,559 | 16,559 | ||||
Other comprehensive income (loss) | (2,055) | (2,055) | ||||
Net loss | (24,954) | (24,954) | ||||
Ending Balance, treasury (in shares) at Jun. 30, 2022 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 132,845 | |||||
Ending Balance at Jun. 30, 2022 | $ 821,379 | $ 2 | 1,288,696 | (3,321) | (463,998) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2022 | 134,006 | 134,006 | ||||
Beginning Balance, treasury (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning 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) | 303 | |||||
Exercise of common stock options | 1,486 | 1,486 | ||||
Issuance of common stock related to RSU and PSU vesting (in shares) | 1,829 | |||||
Shares withheld related to net share settlement (in shares) | (700) | |||||
Shares withheld related to net share settlement | (9,046) | (9,046) | ||||
Stock-based compensation | 19,856 | 19,856 | ||||
Other comprehensive income (loss) | 367 | 367 | ||||
Net loss | (98,732) | (98,732) | ||||
Ending Balance, treasury (in shares) at Mar. 31, 2023 | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2023 | 135,438 | |||||
Ending Balance at Mar. 31, 2023 | $ 705,229 | $ 2 | 1,331,517 | (2,784) | (623,506) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2022 | 134,006 | 134,006 | ||||
Beginning Balance, treasury (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning Balance at Dec. 31, 2022 | $ 791,298 | $ 2 | 1,319,221 | (3,151) | (524,774) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income (loss) | 474 | |||||
Net loss | $ (172,621) | |||||
Ending Balance, treasury (in shares) at Jun. 30, 2023 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 136,859 | 136,859 | ||||
Ending Balance at Jun. 30, 2023 | $ 652,578 | $ 2 | 1,352,648 | (2,677) | (697,395) | $ 0 |
Beginning Balance (in shares) at Mar. 31, 2023 | 135,438 | |||||
Beginning Balance, treasury (in shares) at Mar. 31, 2023 | 0 | |||||
Beginning Balance at Mar. 31, 2023 | 705,229 | $ 2 | 1,331,517 | (2,784) | (623,506) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 74 | |||||
Exercise of common stock options | 610 | 610 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 202 | |||||
Issuance of common stock related to employee stock purchase plan | 1,922 | 1,922 | ||||
Issuance of common stock related to RSU and PSU vesting (in shares) | 1,215 | |||||
Shares withheld related to net share settlement (in shares) | (70) | |||||
Shares withheld related to net share settlement | (631) | (631) | ||||
Stock-based compensation | 19,230 | 19,230 | ||||
Other comprehensive income (loss) | 107 | 107 | ||||
Net loss | $ (73,889) | (73,889) | ||||
Ending Balance, treasury (in shares) at Jun. 30, 2023 | 0 | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 136,859 | 136,859 | ||||
Ending Balance at Jun. 30, 2023 | $ 652,578 | $ 2 | $ 1,352,648 | $ (2,677) | $ (697,395) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (172,621) | $ (69,547) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 184,734 | 92,026 |
Stock-based compensation | 37,994 | 32,791 |
Impairment of intangible assets | 0 | 3,320 |
Gain on extinguishment of debt | (13,976) | 0 |
Gain on disposal of property and equipment | (39) | (3) |
Provision for (recovery of) doubtful accounts | 4,649 | (701) |
Amortization of debt discount and issuance costs | 3,269 | 3,397 |
Non-cash lease expense | 167 | 1,247 |
Deferred income taxes | 219 | (1,740) |
Unrealized foreign currency gain, net | (1,974) | (3,039) |
Other items, net | 2,696 | 0 |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable | 48,144 | 44,036 |
Prepaid expenses and other assets | 1,386 | (3,538) |
Accounts payable and accrued expenses | (52,190) | (31,927) |
Other liabilities | 765 | (2,370) |
Net cash provided by operating activities | 43,223 | 63,952 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (12,734) | (8,653) |
Capitalized internal use software development costs | (5,800) | (7,335) |
Mergers and acquisitions, net | 0 | (20,755) |
Net cash used in investing activities | (18,534) | (36,743) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 2,096 | 1,608 |
Proceeds from issuance of common stock under employee stock purchase plan | 1,922 | 2,141 |
Repayment of debt | (1,800) | (1,800) |
Repurchase of Convertible Senior Notes | (74,989) | 0 |
Repayment of financing lease | (276) | (396) |
Purchase of treasury stock | 0 | (15,663) |
Taxes paid related to net share settlement | (9,677) | (9,458) |
Payment of indemnification claims holdback | (2,313) | 0 |
Net cash used in financing activities | (85,037) | (23,568) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 257 | (915) |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (60,091) | 2,726 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 326,502 | 230,693 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 266,411 | 233,419 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 266,364 | 233,132 |
Restricted cash included in prepaid expenses and other current assets | 47 | 238 |
Restricted cash included in other assets, non-current | 0 | 49 |
Total cash, cash equivalents and restricted cash | 266,411 | 233,419 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 3,069 | 3,308 |
Cash paid for interest | 17,944 | 11,423 |
Capitalized assets financed by accounts payable and accrued expenses | 1,382 | 7,164 |
Capitalized stock-based compensation | 1,092 | 695 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 3,277 | 6,590 |
Purchase consideration - indemnification claims holdback | $ 0 | $ 2,300 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Company Overview Magnite, Inc. ("Magnite" or the "Company") was formed in Delaware and began operations on April 20, 2007. On April 1, 2020, Magnite completed a stock-for-stock merger with Telaria, Inc. ("Telaria" and such merger the "Telaria Merger"), a leading sell-side advertising platform and provider of connected television ("CTV") technology. On April 30, 2021, the Company completed its acquisition of SpotX, Inc. ("SpotX" and such acquisition the "SpotX Acquisition"), a leading CTV and video advertising platform. On July 1, 2021, the Company completed its acquisition of SpringServe, LLC ("SpringServe" and such acquisition the "SpringServe Acquisition"), a leading ad serving platform for CTV. Magnite has its principal offices in New York City, Los Angeles, Denver, London, and Sydney, and additional offices in Europe, Asia, North America, and South America. The Company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers globally, across all channels, formats and auction types. The Company’s platform features applications and services for sellers of digital advertising inventory, or publishers, that own or operate websites, applications, CTV channels, and other digital media properties, to manage and monetize their inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, to buy digital advertising inventory; and a transparent, independent marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution at scale. The Company's clients include many of the world's leading sellers and buyers of digital advertising inventory. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2023, or for any future year. The condensed consolidated balance sheet at December 31, 2022 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, 2022 included in its 2022 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, 2022 included in its Annual Report on Form 10-K. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty of macroeconomic challenges, such as inflation, global conflict, capital market disruptions and instability of financial institutions, the risk of a recession, and other macroeconomic factors, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the six months ended June 30, 2023, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and six months ended June 30, 2023, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. Recently Adopted Accounting Standards In 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 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (73,889) $ (24,954) $ (172,621) $ (69,547) Weighted-average common shares outstanding 136,164 132,433 135,429 132,340 Weighted-average common shares outstanding used to compute net loss per share 136,164 132,433 135,429 132,340 Basic and diluted loss per share $ (0.54) $ (0.19) $ (1.27) $ (0.53) 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, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Options to purchase common stock 1,707 2,081 1,725 2,337 Unvested restricted stock units 2,162 1,483 1,950 1,949 Unvested performance stock units 202 133 168 143 ESPP shares 9 19 13 9 Convertible Senior Notes 5,313 6,262 5,668 6,262 Total shares excluded from net loss per share 9,393 9,978 9,524 10,700 For the three and six months ended June 30, 2023 and 2022, 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, 2023, the performance stock units granted in 2021, 2022, and 2023 had expected achievement levels of 0%, 100% and 146%, respectively. As of June 30, 2022, the performance stock units granted in 2020, 2021, and 2022 had expected achievement levels of 108%, 0%, and 52% 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, 2023 and June 30, 2022, shares that would be issuable assuming conversion of all of the Convertible Senior Notes (as defined in Note 13) were excluded from the calculation of diluted loss per share because they were anti-dilutive. Diluted earnings per share for the Convertible Senior Notes is calculated under the if-converted method in accordance with ASC 260, Earnings Per Share |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueFor 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, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except percentages) Revenue: Net basis $ 123,928 81 % $ 112,940 82 % $ 231,385 82 % $ 213,016 83 % Gross basis 28,615 19 24,840 18 51,308 18 42,839 17 Total $ 152,543 100 % $ 137,780 100 % $ 282,693 100 % $ 255,855 100 % The following table presents the Company's revenue by channel for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except percentages) Channel: CTV $ 71,789 47 % $ 64,575 47 % $ 130,839 46 % $ 116,015 45 % Mobile 55,032 36 45,088 33 103,216 37 84,117 33 Desktop 25,722 17 28,117 20 48,638 17 55,723 22 Total $ 152,543 100 % $ 137,780 100 % $ 282,693 100 % $ 255,855 100 % 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, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) United States $ 114,486 $ 106,611 $ 211,642 $ 197,019 International 38,057 31,169 71,051 58,836 Total $ 152,543 $ 137,780 $ 282,693 $ 255,855 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 75 days or less. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances for the amounts the Company is responsible to collect. The Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers (see Note 5). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed quarterly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable is presented net of an allowance for doubtful accounts of $19.6 million at June 30, 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 $14.6 million and $0.6 million as of June 30, 2023 and December 31, 2022, respectively. The following is a summary of activity in the allowance for doubtful accounts for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 1,662 $ 2,096 $ 1,092 $ 3,475 Write-offs (727) (9) (743) (9) Increase (decrease) in provision for expected credit losses 18,708 (1,216) 19,294 (2,682) Recoveries of previous write-offs — — — 87 Allowance for doubtful accounts, ending balance $ 19,643 $ 871 $ 19,643 $ 871 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. The increase in the provision for expected credit losses was primarily attributed to one buyer filing for bankruptcy, resulting in $4.5 million of bad debt expense in the three and six months ended June 30, 2023. During the three and six months ended June 30, 2022, the provision for expected credit losses associated with accounts receivable decreased by $1.2 million and $2.7 million, respectively, offset by decreases of contra seller payables related to recoveries of uncollected buyer receivables of $1.1 million and $2.0 million, respectively, which resulted in $0.1 million and $0.7 million, respectively, of bad debt recovery. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 June 30, 2023: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 69,353 $ 69,353 $ — $ — 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 Significant Other Significant (in thousands) Cash equivalents $ 259,647 $ 259,647 $ — $ — At June 30, 2023 and December 31, 2022, cash equivalents of $69.4 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 June 30, 2023 and December 31, 2022, the Company had Convertible Senior Notes and its Term Loan B Facility (as defined in Note 13) included in its balance sheets. The estimated fair value of the Company's Convertible Senior Notes was $258.8 million and $305.0 million as of June 30, 2023 and December 31, 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 June 30, 2023 and December 31, 2022 and is classified as Level 2 in the fair value hierarchy. At June 30, 2023 and December 31, 2022, the estimated fair value of the Company's Term Loan B Facility was $352.8 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 six months ended June 30, 2023 and 2022. |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Amounts | Other Balance Sheet Amounts Accounts payable and accrued expenses included the following: June 30, 2023 December 31, 2022 (in thousands) Accounts payable—seller $ 990,823 $ 1,057,556 Accounts payable—trade 15,731 19,387 Accrued employee-related payables 15,746 15,065 Accrued holdback - indemnification claims — 2,313 Total $ 1,022,300 $ 1,094,321 |
Goodwill, Intangible Assets, an
Goodwill, Intangible Assets, and Internal Use Software Development Costs | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Intangible Assets, and Internal Use Software Development Costs | Goodwill, Intangible Assets, and Internal Use Software Development CostsThe Company's goodwill balance as of June 30, 2023 and December 31, 2022 was $978.2 million. The Company’s intangible assets as of June 30, 2023 and December 31, 2022 included the following: June 30, 2023 December 31, 2022 (in thousands) Amortizable intangible assets: Developed technology $ 390,136 $ 390,136 Customer relationships 37,300 136,000 In-process research and development 12,730 12,730 Trademarks 900 900 Non-compete agreements 400 900 Total identifiable intangible assets, gross 441,466 540,666 Accumulated amortization—intangible assets: Developed technology (324,603) (184,439) Customer relationships (20,204) (97,316) In-process research and development (7,380) (4,398) Trademarks (600) (450) Non-compete agreements (287) (562) Total accumulated amortization—intangible assets (353,074) (287,165) Total identifiable intangible assets, net $ 88,392 $ 253,501 Amortization of intangible assets for the three months ended June 30, 2023 and 2022 was $78.7 million and $38.8 million, respectively and $165.1 million and $77.3 million for the six months ended June 30, 2023 and 2022, respectively. During the first quarter of 2022, the Company abandoned certain in-process research and development projects and technology intangible assets. The abandonment resulted in $3.3 million of impairment costs in the six months ended June 30, 2022, which was included within merger, acquisition, and restructuring costs in the condensed consolidated statement 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. The change in the remaining estimated useful lives for developed technology and in-process research and development resulted in increased amortization expense of $52.1 million and $104.1 million for the three and six months ended June 30, 2023, respectively. The increased amortization expense increased the basic and diluted loss per share by $0.38 and $0.76, net of tax, for the three and six months ended June 30, 2023, respectively. The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of June 30, 2023: Fiscal Year Amount (in thousands) Remaining 2023 $ 37,381 2024 30,134 2025 14,445 2026 6,001 2027 431 Total $ 88,392 The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. 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. The change in the remaining estimated useful lives for the related projects resulted in increased amortization expense of $1.2 million and $2.3 million for the three and six months ended June 30, 2023, respectively. The increased amortization expense increased the basic and diluted loss per share by $0.01 and $0.02, net of tax, for the three and six months ended June 30, 2023, respectively. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations 2022 Acquisition—Carbon The Company completed the acquisition 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 |
Merger, Acquisition, and Restru
Merger, Acquisition, and Restructuring Costs | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Merger, Acquisition, and Restructuring Costs | 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 and restructuring activities. The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) Personnel related (severance and one-time termination benefit costs) $ — $ 510 $ 3,218 $ 1,227 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) — 60 143 2,004 Impairment costs of abandoned technology — — — 3,320 Professional services (investment banking advisory, legal and other professional services) — 142 — $ 917 Total merger, acquisition, and restructuring costs $ — $ 712 $ 7,465 $ 7,468 During the six months ended June 30, 2023, the Company incurred merger, acquisition, and restructuring costs of $7.5 million, and during the three and six months ended June 30, 2022, the Company incurred merger, acquisition, and restructuring costs of $0.7 million and $7.5 million, respectively. During the six months ended June 30, 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. During the three and six months ended June 30, 2022 the Company incurred restructuring costs following the SpotX Acquisition. Accrued restructuring costs related to mergers and acquisitions were $2.2 million and $1.2 million at June 30, 2023 and December 31, 2022, respectively, and were primarily related the Company's consolidation of its platforms as mentioned above and the Telaria Merger. Accrued restructuring costs associated with personnel costs are included within accounts payable and accrued expenses and accruals related to exit costs are included within other current liabilities and other liabilities, non-current on the Company's condensed consolidated balance sheets. (in thousands) Accrued restructuring costs at December 31, 2022 $ 1,222 Personnel related and non-cash stock-based compensation 3,361 Loss contracts (facilities related) 2,190 Exit costs 1,408 Impairment of property and equipment, net 506 Cash paid for restructuring costs (3,626) Non-cash loss contracts (facilities related) (2,190) Non-cash impairments (506) Non-cash stock-based compensation (143) Accrued restructuring costs at June 30, 2023 $ 2,222 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Options A summary of stock option activity for the six months ended June 30, 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 (377) $ 5.56 Expired (27) $ 33.20 Outstanding at June 30, 2023 4,398 $ 8.89 5.7 years $ 27,656 Exercisable at June 30, 2023 3,581 $ 7.54 5.1 years $ 25,876 The total intrinsic value of options exercised during the six months ended June 30, 2023 was $2.1 million. At June 30, 2023, the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $7.4 million, which is expected to be recognized over a weighted-average period of 2.3 years. Total grant date fair value of options vested during the six months ended June 30, 2023 was $3.0 million. The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The grant date fair value of options granted during the six months ended June 30, 2023 was $7.27 per share. The weighted-average input assumptions used by the Company were as follows: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 5.0 5.0 Risk-free interest rate 3.99 % 1.63 % Expected volatility 84 % 79 % Dividend yield — % — % Restricted Stock Units A summary of restricted stock unit activity for the six months ended June 30, 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 7,113 $ 10.73 Canceled (998) $ 13.56 Vested and released* (2,906) $ 13.80 Restricted stock units outstanding at June 30, 2023 13,209 $ 13.12 * Includes the release of 18 restricted stock units that were vested and deferred in a prior period. The weighted-average grant date fair value per share of restricted stock units granted during the six months ended June 30, 2023 was $10.73. The intrinsic value of restricted stock units that vested during the six months ended June 30, 2023 was $36.0 million. At June 30, 2023, the intrinsic value of unvested restricted stock units was $180.3 million. At June 30, 2023, the Company had unrecognized stock-based compensation expense relating to unvested restricted stock units of approximately $152.5 million, which is expected to be recognized over a weighted-average period of 3.0 years. Performance Stock Units The Company has granted performance stock units ("PSU") 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. 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 on the third anniversary of the respective grant date. The Company has additionally granted PSUs to the Company's CEO 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 performance stock units activity for the six months ended June 30, 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 (138) $ 6.15 Forfeited (8) $ 6.15 Outstanding at June 30, 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: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 3.0 3.0 Risk-free interest rate 4.19 % 1.39 % Expected volatility of Magnite 94 % 84 % Expected volatility of selected peer companies 64 % 63 % Expected correlation coefficients of Magnite 0.62 0.56 Expected correlation coefficients of selected peer companies 0.54 0.52 Dividend yield — % — % The intrinsic value of performance stock units that vested during the six months ended June 30, 2023 was $1.2 million. At June 30, 2023, the intrinsic value of unvested performance stock units based on expected achievement levels was $10.6 million. As of June 30, 2023, the Company had unrecognized stock-based compensation expense relating to outstanding PSUs of approximately $10.7 million, which will be recognized over a weighted-average period of 2.6 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, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Cost of revenue $ 459 $ 417 $ 927 $ 767 Sales and marketing 7,093 5,425 14,498 10,766 Technology and development 5,473 5,352 10,919 10,069 General and administrative 5,682 4,948 11,507 9,185 Merger, acquisition, and restructuring costs — 60 143 2,004 Total stock-based compensation expense $ 18,707 $ 16,202 $ 37,994 $ 32,791 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, removed the prior evergreen provision, and extended the plan through April 2033. As of June 30, 2023, an aggregate of 22,768,721 shares remained available for future grants under the Company's Amended and Restated 2014 Equity Incentive Plan. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company's annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, deductible stock option expenses, nondeductible executive compensation, and changes in the Company's valuation allowance. The Company recorded an income tax provision of $0.7 million and $0.4 million for the three and six months ended June 30, 2023, respectively, and an income tax benefit of $0.1 million and $2.1 million for the three and six months ended June 30, 2022, respectively. The tax provision and tax benefit for the three and six months ended June 30, 2023 and June 30, 2022 are 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 Company continues to maintain a partial valuation allowance for the domestic DTAs. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law. The IRA includes a new corporate alternative minimum tax (the “Corporate AMT”) of 15% on the adjusted financial statement income (the “AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period. The Corporate AMT is effective for tax years beginning after December 31, 2022 and is not expected to impact the Company. Additionally, the IRA imposes an excise tax of 1% on the fair market value of net stock repurchases made after December 31, 2022. The Company has not repurchased shares during the six months ended June 30, 2023. 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, Malaysia, India, Sweden, and the United Kingdom, all tax years remain open for examination by the local country tax authorities, for France only 2020 and forward are open, for Singapore only 2019 and forward are open for examination, for Australia, Brazil, Germany, and New Zealand 2018 and forward are open for examination, for Canada 2017 and forward are open for examination, and for Japan and Italy 2016 and forward remain open for examination. Pursuant to Section 382 of the Internal Revenue Code, the Company and Telaria, Inc. both underwent ownership changes for tax purposes (i.e. a more than 50% change in stock ownership in aggregated 5% shareholders) on April 1, 2020 due to the Telaria Merger. As a result, the use of our total domestic NOL carryforwards and tax credits generated prior to the ownership change will be subject to annual use limitations under Section 382 and Section 383 of the Code and comparable state income tax laws. The Company believes that the ownership change will not impact our ability to utilize substantially all of our NOLs and state research and development carryforward tax credits to the extent it will generate taxable income that can be offset by such losses. The Company reasonably expects its pre-2021 federal research and development carryforward tax credits will not be recovered prior to expiration. There was no material change to the Company's unrecognized tax benefits in the six months ended June 30, 2023 and the Company does not expect to have any material changes to unrecognized tax benefits through the end of the fiscal year. |
Lease Obligations
Lease Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease Obligations | Lease Obligations Operating lease expense associated with leases included in the lease liability and right of use ("ROU") asset on the condensed consolidated balance sheets were $6.4 million and $5.6 million for the three months ended June 30, 2023 and 2022, respectively, and $12.9 million and $11.1 million, for the six months ended June 30, 2023 and 2022, respectively. For lease expenses not included in the Company's ROU asset and lease liability balances, the Company recognized short term lease expense of $0.2 million and $0.4 million and variable lease expense of $0.9 million and $0.7 million during the three months ended June 30, 2023 and 2022, respectively. The Company recognized short term lease expense of $0.4 million and $0.7 million and variable lease expense of $1.7 million and $1.2 million during the six months ended June 30, 2023 and 2022, respectively. The Company also received rental income of $1.4 million and $1.3 million for real estate leases for which it subleases the property to third parties during the three months ended June 30, 2023 and 2022, respectively, and $2.7 million and $2.6 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, a weighted average discount rate of 6.18% and 6.11%, 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 5.4 years and 5.6 years as of June 30, 2023 and December 31, 2022, 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, 2023 (in thousands): Fiscal Year Remaining 2023 $ 13,459 2024 23,336 2025 15,105 2026 12,276 2027 7,676 Thereafter 22,195 Total lease payments (undiscounted) 94,047 Less: imputed interest (13,634) Lease liabilities—total (discounted) $ 80,413 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2023 and December 31, 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 June 30, 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 Remaining 2023 $ 31,152 2024 64,716 2025 31,066 Total $ 126,934 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 based on actual spend, as defined in the agreement, with the third-party provider from July 2022 to June 2023. Based on the actual spend in the twelve-month period ended June 30, 2023, the non-cancelable minimum annual obligation is $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 is reflected above on a straight-line basis as it 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 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, 2023. However, based on management’s knowledge as of June 30, 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 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long term debt as of June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Convertible Senior Notes $ 309,523 $ 400,000 Less: Unamortized debt issuance cost (4,806) (7,355) Net 304,717 392,645 Term Loan B Facility 352,800 354,600 Less: Unamortized discount and debt issuance cost (18,881) (20,888) Net 333,919 333,712 Less: Current portion (3,600) (3,600) Total non-current debt $ 635,036 $ 722,757 Maturities of the principal amount of the Company's long-term debt as of June 30, 2023 are as follows (in thousands): Fiscal Year Remaining 2023 1,800 2024 3,600 2025 3,600 2026 313,123 2027 3,600 Thereafter 336,600 Total $ 662,323 Amortization of the debt issuance cost and the discount associated with our indebtedness totaled $1.5 million and $3.0 million for the three and six months ended June 30, 2023, respectively, and $1.6 million and $3.2 million for the three and six months ended June 30, 2022, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. In addition, amortization of deferred financing costs was $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2022. 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 our Loan Agreement or our new Credit Agreement (see section below); and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of the Company’s subsidiaries that do not guarantee the Convertible Senior Notes. The Convertible Senior Notes accrue interest at 0.25% per annum payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes will mature on March 15, 2026 unless they are redeemed, repurchased or converted prior to such date. The Convertible Senior Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Holders have the right to convert their notes (or any portion of a note in an authorized denomination), in the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (iv) if the Company calls such Convertible Senior Notes for redemption; and (v) on or after September 15, 2025, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Senior Notes may, at their option, convert all or a portion of their Convertible Senior Notes regardless of the foregoing conditions at any time from, and including, September 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Convertible Senior Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election. All conversions with a conversion date that occurs on or after September 15, 2025 will be settled using the same settlement method, and the Company will send notice of such settlement method to noteholders no later than the open of business on September 15, 2025. The Company may not redeem the Convertible Senior Notes at their option at any time before March 20, 2024. Subject to the terms of the indenture agreement, the Company has the right, at its election, to redeem all, or any portion (subject to the partial redemption limitation) in an authorized denomination, of the Convertible Senior Notes, at any time, and from time to time, on a redemption date on or after March 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, for cash, but only if the "last reported sale price," as defined under the Offering Memorandum, per share of common stock exceeds 130% of the “conversion price” on (i) each of at least 20 trading days, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a "make-whole fundamental change" (as defined below) with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. If the Company elects to redeem less than all of the outstanding notes, then the redemption will not constitute a make-whole fundamental change with respect to the notes not called for redemption, and holders of the notes not called for redemption will not be entitled to an increased conversion rate for such notes as described above on account of the redemption, except to the limited extent described further below. No sinking fund is provided for the Convertible Senior Notes, which means that the Company is not required to redeem or retire the Convertible Senior Notes periodically. If a fundamental change occurs, then each noteholder will have the right to require the Company to repurchase its notes (or any portion thereof in an authorized denomination) for cash on a date (the "fundamental change repurchase date") of the Company’s choosing, which must be a business day that is no more than 45, nor less than 20, business days after the date the Company distributes the related fundamental change notice. If an event of default, other than a reporting default remedied by special interest as defined in the indenture agreement, occurs with respect to the Company or any guarantor, then the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. If an event of default (other than a reporting event of default described above with respect to the Company or any guarantor and not solely with respect to a significant subsidiary of the Company’s or a guarantor, other than the Company or such guarantor) occurs and is continuing, then, the trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of notes then outstanding, by written notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding to become due and payable immediately. The Convertible Senior Notes have an initial conversion rate of 15.6539 shares of common stock per $1,000 principal amount of the Convertible Senior Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. In connection with the pricing of the Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with various financial institutions (the "Capped Call Transactions"). The Capped Call Transactions were entered into with third party broker-dealers to limit the potential dilution that would occur if the Company has to settle the conversion value in excess of the principal in shares. This exposure will be covered (i.e., the Company will receive as many shares as are required to be issued between the conversion price of $63.8818 and the maximum price of $91.2600). Any shares required to be issued by the Company over this amount would have net earnings per share dilution impact. By entering into the Capped Call Transactions, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Company paid $39.0 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Senior Notes. The cost of the Capped Call Transactions is not expected to be tax deductible as the Company did not elect to integrate the capped call into the Convertible Senior Notes for tax purposes. The cost of the Capped Call Transaction was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements. The Company incurred debt issuance costs of $11.4 million in March 2021. The Convertible Senior Notes are presented net of issuance costs on the Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Senior Notes and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. 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, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Contractual interest expense $ 212 $ 250 $ 453 $ 500 Amortization of debt issuance costs 485 572 1,036 1,144 Total interest expense $ 697 $ 822 $ 1,489 $ 1,644 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 2023 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2023 886 2024 1,770 2025 1,770 2026 380 Total $ 4,806 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. As of June 30, 2023, the contractual interest rate related to the Term Loan B Facility was 10.24%. 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 June 30, 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 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, 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 June 30, 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. 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"). The following table summarizes the amount outstanding under the Term Loan B Facility at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Term Loan B Facility $ 352,800 $ 354,600 Unamortized debt discounts (7,374) (8,158) Unamortized debt issuance costs (11,507) (12,730) Debt, net of debt issuance costs $ 333,919 $ 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 condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Term Loan B Facility and are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations. The following table sets forth interest expense related to the Term Loan B Facility for the three and six months ended June 30, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Contractual interest expense $ 8,991 $ 5,257 $ 17,427 $ 10,420 Amortization of debt discount 391 396 784 792 Amortization of debt issuance costs 611 617 1,223 1,236 Total interest expense $ 9,993 $ 6,270 $ 19,434 $ 12,448 Effective interest rate 11.30 % 7.02 % 10.98 % 6.96 % Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2023 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2023 $ 780 $ 1,218 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 2027 1,500 2,341 Thereafter 498 775 Total $ 7,374 $ 11,507 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn August 4, 2023, the Company's Board of Directors approved a $100.0 million repurchase plan, pursuant to which the Company is authorized to repurchase its common stock or Convertible Senior Notes through August 4, 2025. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (73,889) | $ (98,732) | $ (24,954) | $ (44,593) | $ (172,621) | $ (69,547) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 shares | Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | In the second 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)? David Buonasera Chief Technology Officer Adopted June 14, 2023 September 12, 2023 - June 14, 2024 Sell up to 30,000, subject to certain conditions Yes Adam Soroca Chief Product Officer Adopted June 15, 2023 September 14, 2023 - November 15, 2023 Sell up to 105,000, subject to certain conditions Yes | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
David Buonasera [Member] | ||
Trading Arrangements, by Individual | ||
Name | David Buonasera | |
Title | Chief Technology Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | Adopted June 14, 2023 | |
Arrangement Duration | 276 days | |
Aggregate Available | 30,000 | 30,000 |
Adam Soroca [Member] | ||
Trading Arrangements, by Individual | ||
Name | Adam Soroca | |
Title | Chief Product Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | Adopted June 15, 2023 | |
Arrangement Duration | 428 days | |
Aggregate Available | 105,000 | 105,000 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2023, or for any future year. The condensed consolidated balance sheet at December 31, 2022 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, 2022 included in its 2022 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, 2022 included in its Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Due to the economic uncertainty of macroeconomic challenges, such as inflation, global conflict, capital market disruptions and instability of financial institutions, the risk of a recession, and other macroeconomic factors, it has become more difficult to apply certain assumptions and judgments into these estimates. The extent of the impact of these factors on the Company's operational and financial performance will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to the duration and how quickly and to what extent normal economic and operating conditions can resume. During the six months ended June 30, 2023, this uncertainty continued to result in a higher level of judgment related to its estimates and assumptions. As of the date of issuance of the condensed consolidated financial statements for the three and six months ended June 30, 2023, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments, or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ materially from these estimates. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table presents the basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except per share data) Basic and Diluted Loss Per Share: Net loss $ (73,889) $ (24,954) $ (172,621) $ (69,547) Weighted-average common shares outstanding 136,164 132,433 135,429 132,340 Weighted-average common shares outstanding used to compute net loss per share 136,164 132,433 135,429 132,340 Basic and diluted loss per share $ (0.54) $ (0.19) $ (1.27) $ (0.53) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Options to purchase common stock 1,707 2,081 1,725 2,337 Unvested restricted stock units 2,162 1,483 1,950 1,949 Unvested performance stock units 202 133 168 143 ESPP shares 9 19 13 9 Convertible Senior Notes 5,313 6,262 5,668 6,262 Total shares excluded from net loss per share 9,393 9,978 9,524 10,700 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule 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 three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except percentages) Revenue: Net basis $ 123,928 81 % $ 112,940 82 % $ 231,385 82 % $ 213,016 83 % Gross basis 28,615 19 24,840 18 51,308 18 42,839 17 Total $ 152,543 100 % $ 137,780 100 % $ 282,693 100 % $ 255,855 100 % |
Summary of Disaggregation of Revenue | The following table presents the Company's revenue by channel for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands, except percentages) Channel: CTV $ 71,789 47 % $ 64,575 47 % $ 130,839 46 % $ 116,015 45 % Mobile 55,032 36 45,088 33 103,216 37 84,117 33 Desktop 25,722 17 28,117 20 48,638 17 55,723 22 Total $ 152,543 100 % $ 137,780 100 % $ 282,693 100 % $ 255,855 100 % 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, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) United States $ 114,486 $ 106,611 $ 211,642 $ 197,019 International 38,057 31,169 71,051 58,836 Total $ 152,543 $ 137,780 $ 282,693 $ 255,855 |
Accounts Receivable, Allowance for Credit Loss | The following is a summary of activity in the allowance for doubtful accounts for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Allowance for doubtful accounts, beginning balance $ 1,662 $ 2,096 $ 1,092 $ 3,475 Write-offs (727) (9) (743) (9) Increase (decrease) in provision for expected credit losses 18,708 (1,216) 19,294 (2,682) Recoveries of previous write-offs — — — 87 Allowance for doubtful accounts, ending balance $ 19,643 $ 871 $ 19,643 $ 871 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023: Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 69,353 $ 69,353 $ — $ — 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 Significant Other Significant (in thousands) Cash equivalents $ 259,647 $ 259,647 $ — $ — |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses included the following: June 30, 2023 December 31, 2022 (in thousands) Accounts payable—seller $ 990,823 $ 1,057,556 Accounts payable—trade 15,731 19,387 Accrued employee-related payables 15,746 15,065 Accrued holdback - indemnification claims — 2,313 Total $ 1,022,300 $ 1,094,321 |
Goodwill, Intangible Assets, _2
Goodwill, Intangible Assets, and Internal Use Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets as of June 30, 2023 and December 31, 2022 included the following: June 30, 2023 December 31, 2022 (in thousands) Amortizable intangible assets: Developed technology $ 390,136 $ 390,136 Customer relationships 37,300 136,000 In-process research and development 12,730 12,730 Trademarks 900 900 Non-compete agreements 400 900 Total identifiable intangible assets, gross 441,466 540,666 Accumulated amortization—intangible assets: Developed technology (324,603) (184,439) Customer relationships (20,204) (97,316) In-process research and development (7,380) (4,398) Trademarks (600) (450) Non-compete agreements (287) (562) Total accumulated amortization—intangible assets (353,074) (287,165) Total identifiable intangible assets, net $ 88,392 $ 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 June 30, 2023: Fiscal Year Amount (in thousands) Remaining 2023 $ 37,381 2024 30,134 2025 14,445 2026 6,001 2027 431 Total $ 88,392 |
Merger, Acquisition, and Rest_2
Merger, Acquisition, and Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Merger, Acquisition, and Restructuring Costs | The following table summarizes merger, acquisition, and restructuring cost activity (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) Personnel related (severance and one-time termination benefit costs) $ — $ 510 $ 3,218 $ 1,227 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) — 60 143 2,004 Impairment costs of abandoned technology — — — 3,320 Professional services (investment banking advisory, legal and other professional services) — 142 — $ 917 Total merger, acquisition, and restructuring costs $ — $ 712 $ 7,465 $ 7,468 (in thousands) Accrued restructuring costs at December 31, 2022 $ 1,222 Personnel related and non-cash stock-based compensation 3,361 Loss contracts (facilities related) 2,190 Exit costs 1,408 Impairment of property and equipment, net 506 Cash paid for restructuring costs (3,626) Non-cash loss contracts (facilities related) (2,190) Non-cash impairments (506) Non-cash stock-based compensation (143) Accrued restructuring costs at June 30, 2023 $ 2,222 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the six months ended June 30, 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 (377) $ 5.56 Expired (27) $ 33.20 Outstanding at June 30, 2023 4,398 $ 8.89 5.7 years $ 27,656 Exercisable at June 30, 2023 3,581 $ 7.54 5.1 years $ 25,876 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the six months ended June 30, 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 7,113 $ 10.73 Canceled (998) $ 13.56 Vested and released* (2,906) $ 13.80 Restricted stock units outstanding at June 30, 2023 13,209 $ 13.12 * Includes the release of 18 restricted stock units that were vested and deferred in a prior period. |
Schedule of Nonvested Performance-Based Units Activity | A summary of performance stock units activity for the six months ended June 30, 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 (138) $ 6.15 Forfeited (8) $ 6.15 Outstanding at June 30, 2023 967 $ 18.17 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average input assumptions used by the Company were as follows: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 5.0 5.0 Risk-free interest rate 3.99 % 1.63 % Expected volatility 84 % 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: Six Months Ended June 30, 2023 June 30, 2022 Expected term (in years) 3.0 3.0 Risk-free interest rate 4.19 % 1.39 % Expected volatility of Magnite 94 % 84 % Expected volatility of selected peer companies 64 % 63 % Expected correlation coefficients of Magnite 0.62 0.56 Expected correlation coefficients of selected peer companies 0.54 0.52 Dividend yield — % — % |
Schedule of 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, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (in thousands) (in thousands) Cost of revenue $ 459 $ 417 $ 927 $ 767 Sales and marketing 7,093 5,425 14,498 10,766 Technology and development 5,473 5,352 10,919 10,069 General and administrative 5,682 4,948 11,507 9,185 Merger, acquisition, and restructuring costs — 60 143 2,004 Total stock-based compensation expense $ 18,707 $ 16,202 $ 37,994 $ 32,791 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Maturity of Lease Liabilities | The maturity of the Company's lease liabilities associated with leases included in the lease liability and ROU asset were as follows as of June 30, 2023 (in thousands): Fiscal Year Remaining 2023 $ 13,459 2024 23,336 2025 15,105 2026 12,276 2027 7,676 Thereafter 22,195 Total lease payments (undiscounted) 94,047 Less: imputed interest (13,634) Lease liabilities—total (discounted) $ 80,413 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | As of June 30, 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 Remaining 2023 $ 31,152 2024 64,716 2025 31,066 Total $ 126,934 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long term debt as of June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Convertible Senior Notes $ 309,523 $ 400,000 Less: Unamortized debt issuance cost (4,806) (7,355) Net 304,717 392,645 Term Loan B Facility 352,800 354,600 Less: Unamortized discount and debt issuance cost (18,881) (20,888) Net 333,919 333,712 Less: Current portion (3,600) (3,600) Total non-current debt $ 635,036 $ 722,757 |
Schedule of Maturities of Long-term Debt | Maturities of the principal amount of the Company's long-term debt as of June 30, 2023 are as follows (in thousands): Fiscal Year Remaining 2023 1,800 2024 3,600 2025 3,600 2026 313,123 2027 3,600 Thereafter 336,600 Total $ 662,323 Amortization expense for the Company's debt issuance costs related to the Convertible Senior Notes for the fiscal years 2023 through 2026 is as follows (in thousands): Fiscal Year Debt Issuance Costs Remaining 2023 886 2024 1,770 2025 1,770 2026 380 Total $ 4,806 Amortization expense for the Term Loan B Facility debt discount and debt issuance costs for fiscal years 2023 through 2028 is as follows (in thousands): Fiscal Year Debt Discount Debt Issuance Costs Remaining 2023 $ 780 $ 1,218 2024 1,548 2,416 2025 1,532 2,391 2026 1,516 2,366 2027 1,500 2,341 Thereafter 498 775 Total $ 7,374 $ 11,507 |
Interest Income and Interest Expense Disclosure | The following table sets forth interest expense related to the Convertible Senior Notes for the three and six months ended June 30, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Contractual interest expense $ 212 $ 250 $ 453 $ 500 Amortization of debt issuance costs 485 572 1,036 1,144 Total interest expense $ 697 $ 822 $ 1,489 $ 1,644 Effective interest rate 0.82 % 0.82 % 0.82 % 0.82 % The following table sets forth interest expense related to the Term Loan B Facility for the three and six months ended June 30, 2023 and 2022 (in thousands, except interest rates): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Contractual interest expense $ 8,991 $ 5,257 $ 17,427 $ 10,420 Amortization of debt discount 391 396 784 792 Amortization of debt issuance costs 611 617 1,223 1,236 Total interest expense $ 9,993 $ 6,270 $ 19,434 $ 12,448 Effective interest rate 11.30 % 7.02 % 10.98 % 6.96 % |
Schedule of Debt | The following table summarizes the amount outstanding under the Term Loan B Facility at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (in thousands) Term Loan B Facility $ 352,800 $ 354,600 Unamortized debt discounts (7,374) (8,158) Unamortized debt issuance costs (11,507) (12,730) Debt, net of debt issuance costs $ 333,919 $ 333,712 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (73,889) | $ (98,732) | $ (24,954) | $ (44,593) | $ (172,621) | $ (69,547) |
Weighted-average common shares outstanding, basic (in shares) | 136,164 | 132,433 | 135,429 | 132,340 | ||
Weighted average number of shares outstanding, diluted (in shares) | 136,164 | 132,433 | 135,429 | 132,340 | ||
Basic loss per share (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) | ||
Diluted loss per share (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) |
Net Loss Per Share - Shares Exc
Net Loss Per Share - Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 9,393 | 9,978 | 9,524 | 10,700 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 1,707 | 2,081 | 1,725 | 2,337 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 2,162 | 1,483 | 1,950 | 1,949 |
Unvested performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 202 | 133 | 168 | 143 |
ESPP shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 9 | 19 | 13 | 9 |
Convertible Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share (in shares) | 5,313 | 6,262 | 5,668 | 6,262 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - share | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Senior Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares issuable assuming conversion | 4,845,242 | 6,261,560 |
Unvested performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance measurement percentage | 100% | |
Performance Shares, Granted in 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance measurement percentage | 108% | |
Performance Shares, Granted in 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance measurement percentage | 0% | 0% |
Performance Shares, Granted in 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance measurement percentage | 100% | 52% |
Performance Shares, Granted in 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Performance measurement percentage | 146% |
Revenue - Revenue Recognized on
Revenue - Revenue Recognized on a Gross and Net Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 152,543 | $ 137,780 | $ 282,693 | $ 255,855 |
Net basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 123,928 | 112,940 | 231,385 | 213,016 |
Gross basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 28,615 | $ 24,840 | $ 51,308 | $ 42,839 |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | Net basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 81% | 82% | 82% | 83% |
Revenue Benchmark | Concentration of Basis of Revenue Recognition | Gross basis | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 19% | 18% | 18% | 17% |
Revenue - Revenue Disaggregated
Revenue - Revenue Disaggregated by Sales Distribution Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 152,543 | $ 137,780 | $ 282,693 | $ 255,855 |
CTV | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 71,789 | 64,575 | 130,839 | 116,015 |
Mobile | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55,032 | 45,088 | 103,216 | 84,117 |
Desktop | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 25,722 | $ 28,117 | $ 48,638 | $ 55,723 |
Product Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Product Concentration Risk | Revenue Benchmark | CTV | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 47% | 47% | 46% | 45% |
Product Concentration Risk | Revenue Benchmark | Mobile | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 36% | 33% | 37% | 33% |
Product Concentration Risk | Revenue Benchmark | Desktop | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 17% | 20% | 17% | 22% |
Revenue - Revenue Disaggregat_2
Revenue - Revenue Disaggregated by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 152,543 | $ 137,780 | $ 282,693 | $ 255,855 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 114,486 | 106,611 | 211,642 | 197,019 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 38,057 | $ 31,169 | $ 71,051 | $ 58,836 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||||
Payment terms in days (or less) | 75 days | |||||||
Accounts receivable, allowance for credit loss | $ 19,643 | $ 871 | $ 19,643 | $ 871 | $ 1,662 | $ 1,092 | $ 2,096 | $ 3,475 |
Contra seller payable | 14,600 | 14,600 | $ 600 | |||||
Increase (decrease) in provision for expected credit losses | 18,708 | (1,216) | 19,294 | (2,682) | ||||
Increase (decrease) in contra seller payable | 14,100 | (1,100) | 14,600 | (2,000) | ||||
Accounts receivable, credit loss expense (recovery) | 4,600 | $ (100) | 4,649 | $ (701) | ||||
One Customer | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Accounts receivable, credit loss expense (recovery) | $ 4,500 | $ 4,500 |
Revenue - Schedule of Allowance
Revenue - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Allowance for doubtful accounts, beginning balance | $ 1,662 | $ 2,096 | $ 1,092 | $ 3,475 |
Write-offs | (727) | (9) | (743) | (9) |
Increase (decrease) in provision for expected credit losses | 18,708 | (1,216) | 19,294 | (2,682) |
Recoveries of previous write-offs | 0 | 0 | 0 | 87 |
Allowance for doubtful accounts, ending balance | $ 19,643 | $ 871 | $ 19,643 | $ 871 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 69,353 | $ 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 | 69,353 | 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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Secured Debt | Term Loan B Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan fair value | $ 352,800 | $ 333,300 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 69,353 | 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 | $ 258,800 | $ 305,000 |
Other Balance Sheet Amounts - A
Other Balance Sheet Amounts - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable—seller | $ 990,823 | $ 1,057,556 |
Accounts payable—trade | 15,731 | 19,387 |
Accrued employee-related payables | 15,746 | 15,065 |
Accrued holdback - indemnification claims | 0 | 2,313 |
Total | $ 1,022,300 | $ 1,094,321 |
Goodwill, Intangible Assets, _3
Goodwill, Intangible Assets, and Internal Use Software Development Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 978,217 | $ 978,217 | $ 978,217 | ||
Amortization expense of intangible assets | 78,700 | $ 38,800 | 165,100 | $ 77,300 | |
Restructuring Impairments, Settled Without Cash | $ 0 | $ 0 | $ 0 | $ 3,320 | |
Basic (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) | |
Diluted (in dollars per share) | $ (0.54) | $ (0.19) | $ (1.27) | $ (0.53) | |
Scenario, Adjustment | Intangible Assets, Amortization Period | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 52,100 | $ 104,100 | |||
Basic (in dollars per share) | $ 0.38 | $ 0.76 | |||
Diluted (in dollars per share) | 0.38 | 0.76 | |||
Scenario, Adjustment | Capitalized Software Projects, Estimated Useful Life | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Basic (in dollars per share) | 0.01 | 0.02 | |||
Diluted (in dollars per share) | $ 0.01 | $ 0.02 | |||
Capitalized computer software, amortization | $ 1,200 | $ 2,300 |
Goodwill, Intangible Assets, _4
Goodwill, Intangible Assets, and Internal Use Software Development Costs - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | $ 441,466 | $ 540,666 |
Total accumulated amortization—intangible assets | (353,074) | (287,165) |
Total | 88,392 | 253,501 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 390,136 | 390,136 |
Total accumulated amortization—intangible assets | (324,603) | (184,439) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 37,300 | 136,000 |
Total accumulated amortization—intangible assets | (20,204) | (97,316) |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 12,730 | 12,730 |
Total accumulated amortization—intangible assets | (7,380) | (4,398) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 900 | 900 |
Total accumulated amortization—intangible assets | (600) | (450) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total identifiable intangible assets, gross | 400 | 900 |
Total accumulated amortization—intangible assets | $ (287) | $ (562) |
Goodwill, Intangible Assets, _5
Goodwill, Intangible Assets, and Internal Use Software Development Costs - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fiscal Year | ||
Remaining 2023 | $ 37,381 | |
2024 | 30,134 | |
2025 | 14,445 | |
2026 | 6,001 | |
2027 | 431 | |
Total | $ 88,392 | $ 253,501 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Carbon (AI) Limited and Mode Technologies, Inc. - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2023 | |
Business Acquisition [Line Items] | ||
Purchase price | $ 23.1 | |
Business combination, contingent consideration, liability | $ 2.3 |
Merger, Acquisition, and Rest_3
Merger, Acquisition, and Restructuring Costs - Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Loss contracts (facilities related) | $ 0 | $ 0 | $ 2,190 | $ 0 |
Impairment of property and equipment, net | 0 | 0 | 506 | 0 |
Non-cash stock-based compensation (double-trigger acceleration and severance) | 0 | 60 | 143 | 2,004 |
Impairment costs of abandoned technology | 0 | 0 | 0 | 3,320 |
Professional services (investment banking advisory, legal and other professional services) | 0 | 142 | 0 | 917 |
Total merger, acquisition, and restructuring costs | 0 | 712 | 7,465 | 7,468 |
Personnel related (severance and one-time termination benefit costs) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 510 | 3,218 | 1,227 |
Exit costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 0 | $ 1,408 | $ 0 |
Merger, Acquisition, and Rest_4
Merger, Acquisition, and Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 0 | $ 712 | $ 7,465 | $ 7,468 | |
SpotX and Telaria | |||||
Business Acquisition [Line Items] | |||||
Accrued merger, acquisition, and restructuring costs | $ 2,222 | $ 2,222 | $ 1,222 |
Merger, Acquisition, and Rest_5
Merger, Acquisition, and Restructuring Costs - Accrued Merger and Restructuring Cost Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Impairment of property and equipment, net | $ 0 | $ 0 | $ 506 | $ 0 |
Non-cash impairments | 0 | 0 | 0 | (3,320) |
Non-cash stock-based compensation | 0 | $ (60) | (143) | $ (2,004) |
SpotX and Telaria | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued restructuring costs at December 31, 2022 | 1,222 | |||
Personnel related and non-cash stock-based compensation | 3,361 | |||
Loss contracts (facilities related) | 2,190 | |||
Exit costs | 1,408 | |||
Impairment of property and equipment, net | 506 | |||
Cash paid for restructuring costs | (3,626) | |||
Non-cash loss contracts (facilities related) | (2,190) | |||
Non-cash impairments | (506) | |||
Non-cash stock-based compensation | (143) | |||
Accrued restructuring costs at June 30, 2023 | $ 2,222 | $ 2,222 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Shares Under Option | |
Beginning balance (in shares) | shares | 4,672 |
Granted (in shares) | shares | 130 |
Exercised (in shares) | shares | (377) |
Expired (in shares) | shares | (27) |
Ending balance (in shares) | shares | 4,398 |
Exercisable (in shares) | shares | 3,581 |
Weighted- Average Exercise Price | |
Beginning balance (usd per share) | $ / shares | $ 8.71 |
Granted (usd per share) | $ / shares | 10.59 |
Exercised (usd per share) | $ / shares | 5.56 |
Expired (usd per share) | $ / shares | 33.20 |
Ending balance (usd per share) | $ / shares | 8.89 |
Exercisable (usd per share) | $ / shares | $ 7.54 |
Weighted- Average Contractual Life | |
Outstanding | 5 years 8 months 12 days |
Exercisable | 5 years 1 month 6 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 27,656 |
Exercisable | $ | $ 25,876 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options Narrative (Details) - Stock Option $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Number of Shares | |
Intrinsic values of options exercised | $ 2.1 |
Unrecognized employee stock-based compensation | $ 7.4 |
Unrecognized employee stock-based compensation, period for recognition | 2 years 3 months 18 days |
Fair value of options vested in period | $ 3 |
Grant date fair value of options granted (usd per share) | $ / shares | $ 7.27 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Stock Option | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
Risk-free interest rate | 3.99% | 1.63% |
Expected volatility | 84% | 79% |
Dividend yield | 0% | 0% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | 13,209 |
Granted (in shares) | 7,113 |
Canceled and Forfeited (in shares) | (998) |
Vested and released (in shares) | (2,906) |
Ending balance (in shares) | 10,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 15.06 |
Granted (in dollars per share) | $ / shares | 10.73 |
Canceled (in dollars per share) | $ / shares | 13.56 |
Vested and released (in dollars per share) | $ / shares | 13.80 |
Ending balance (in dollars per share) | $ / shares | $ 13.12 |
Vested but deferred (in shares) | 18 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units Narrative (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of restricted stock vested | $ 1.2 |
Intrinsic value of nonvested unit | $ 10.6 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in dollars per share) | $ / shares | $ 10.73 |
Fair value of restricted stock vested | $ 36 |
Intrinsic value of nonvested unit | 180.3 |
Unrecognized employee stock-based compensation | $ 152.5 |
Unrecognized employee stock-based compensation, period for recognition | 3 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 31, 2021 | Jun. 30, 2023 USD ($) project tranche $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ | $ 1.2 | |
Intrinsic value of nonvested unit | $ | $ 10.6 | |
Performance Shares Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance measurement percentage | 100% | |
Unrecognized employee stock-based compensation | $ | $ 10.7 | |
Unrecognized employee stock-based compensation, period for recognition | 2 years 7 months 6 days | |
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 | |
Performance Shares Units | Tranche one | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Vesting, stock price trigger (in dollars per share) | $ / shares | $ 60 | |
Performance Shares Units | Tranche two | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Vesting, stock price trigger (in dollars per share) | $ / shares | 80 | |
Performance Shares Units | Tranche three | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Vesting, stock price trigger (in dollars per share) | $ / shares | $ 100 | |
Performance Shares Units | Minimum | Tranche four | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 0% | |
Performance Shares Units | Maximum | Tranche four | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 150% |
Stock-Based Compensation - Pe_2
Stock-Based Compensation - Performance Stock Units Activity (Details) - Unvested performance stock units shares in Thousands | 6 Months Ended |
Jun. 30, 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, nonvested (in dollars per share) | $ / shares | $ 19.02 |
Granted (in dollars per share) | $ / shares | 13.32 |
Vested (in dollars per share) | $ / shares | 6.15 |
Forfeited (in dollars per share) | $ / shares | 6.15 |
Ending balance, nonvested (in dollars per share) | $ / shares | $ 18.17 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) - Unvested performance stock units - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 3 years | 3 years |
Risk-free interest rate | 4.19% | 1.39% |
Expected volatility of Magnite | 94% | 84% |
Expected volatility of selected peer companies | 64% | 63% |
Expected correlation coefficients of Magnite | 62% | 56% |
Expected correlation coefficients of selected peer companies | 54% | 52% |
Dividend yield | $ 0 | $ 0 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 18,707 | $ 16,202 | $ 37,994 | $ 32,791 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 459 | 417 | 927 | 767 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 7,093 | 5,425 | 14,498 | 10,766 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,473 | 5,352 | 10,919 | 10,069 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,682 | 4,948 | 11,507 | 9,185 |
Merger, acquisition, and restructuring costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 60 | $ 143 | $ 2,004 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock Based Compensation Expense Narrative (Details) - shares | 1 Months Ended | ||
Jun. 14, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | |
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 reserved (in shares) | 22,768,721 | ||
2014 Employee Stock Purchase Plan | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of additional shares authorized (in shares) | 1,340,057 | ||
Number of shares reserved (in shares) | 4,968,034 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 663 | $ (104) | $ 354 | $ (2,109) |
Stock repurchased during period (in shares) | 0 |
Lease Obligations - Narrative (
Lease Obligations - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Lease expense | $ 6.4 | $ 5.6 | $ 12.9 | $ 11.1 | |
Short-term lease expense | 0.2 | 0.4 | 0.4 | 0.7 | |
Variable lease cost | 0.9 | 0.7 | 1.7 | 1.2 | |
Sublease income | $ 1.4 | $ 1.3 | $ 2.7 | $ 2.6 | |
Weighted average discount rate | 6.18% | 6.18% | 6.11% | ||
Weighted average remaining lease term | 5 years 4 months 24 days | 5 years 4 months 24 days | 5 years 7 months 6 days | ||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of lease contract | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of lease contract | 10 years | 10 years |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Fiscal Year | |
Remaining 2023 | $ 13,459 |
2024 | 23,336 |
2025 | 15,105 |
2026 | 12,276 |
2027 | 7,676 |
Thereafter | 22,195 |
Total lease payments (undiscounted) | 94,047 |
Less: imputed interest | (13,634) |
Lease liabilities—total (discounted) | $ 80,413 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 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 | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding, amount | $ 5.3 | $ 5.3 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2023 | $ 31,152 |
2024 | 64,716 |
2025 | 31,066 |
Total | $ 126,934 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 662,323 | |
Less: Current portion | (3,600) | $ (3,600) |
Total non-current debt | 635,036 | 722,757 |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 309,523 | 400,000 |
Debt instrument, unamortized discount and debt issuance costs | (4,806) | (7,355) |
Total | 304,717 | 392,645 |
Term Loan B Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 352,800 | 354,600 |
Debt instrument, unamortized discount and debt issuance costs | (18,881) | (20,888) |
Total | 333,919 | 333,712 |
Total non-current debt | $ 333,919 | $ 333,712 |
Debt - Maturities of Principle
Debt - Maturities of Principle Amount of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Remaining 2023 | $ 1,800 | $ 1,800 | ||
2024 | 3,600 | 3,600 | ||
2025 | 3,600 | 3,600 | ||
2026 | 313,123 | 313,123 | ||
2027 | 3,600 | 3,600 | ||
Thereafter | 336,600 | 336,600 | ||
Total | 662,323 | 662,323 | ||
Amortization of debt discount and issuance costs | 1,500 | $ 1,600 | 3,000 | $ 3,200 |
Amortization of deferred financing costs | $ 100 | $ 100 | $ 200 | $ 200 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes and Capped Call Transactions Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 USD ($) day $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Apr. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Capped calls, transaction costs | $ 39,000,000 | |||||
Debt issuance costs, gross | 11,400,000 | $ 27,700,000 | ||||
Repayments of convertible debt | $ 74,989,000 | $ 0 | ||||
Gain on extinguishment of debt | $ 5,427,000 | $ 0 | $ 13,976,000 | $ 0 | ||
Convertible Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Capped calls, transaction costs | $ 39,000,000 | |||||
Percent of outstanding balance holders able to call debt in the event of default | 25% | |||||
Convertible Senior Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in USD per share) | $ / shares | $ 63.8818 | |||||
Convertible Senior Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in USD per share) | $ / shares | $ 91.2600 | |||||
Convertible Senior Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principle amount | $ 400,000,000 | |||||
Interest rate | 0.25% | |||||
Over-allotment options | $ 50,000,000 | |||||
Net proceeds | $ 388,600,000 | |||||
Conversion ratio | 0.0156539 | |||||
Repayments of convertible debt | 34,200,000 | $ 75,000,000 | ||||
Gain on extinguishment of debt | 5,400,000 | 14,000,000 | ||||
Debt instrument, repurchased during period, face amount | 40,200,000 | 90,500,000 | ||||
Unamortized debt issuance costs associated with debt extinguishment | $ 600,000 | $ 1,500,000 | ||||
Convertible Senior Notes | Convertible Debt | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Make-whole fundamental change period | 20 days | |||||
Convertible Senior Notes | Convertible Debt | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Make-whole fundamental change period | 45 days | |||||
Convertible Senior Notes | Convertible Debt | Conversion Term (i) | ||||||
Debt Instrument [Line Items] | ||||||
Threshold percent of stock price trigger | 130% | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Convertible Senior Notes | Convertible Debt | Conversion Term (ii) | ||||||
Debt Instrument [Line Items] | ||||||
Threshold percent of stock price trigger | 98% | |||||
Threshold trading days | day | 5 | |||||
Threshold consecutive trading days | day | 10 | |||||
Convertible Senior Notes | Convertible Debt | Conversion Term (iv) | ||||||
Debt Instrument [Line Items] | ||||||
Threshold percent of stock price trigger | 130% | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 |
Debt - Interest Expense Related
Debt - Interest Expense Related to the Convertible Senior Notes (Details) - Convertible Debt - Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 212 | $ 250 | $ 453 | $ 500 |
Amortization of debt issuance costs | 485 | 572 | 1,036 | 1,144 |
Total interest expense | $ 697 | $ 822 | $ 1,489 | $ 1,644 |
Effective interest rate | 0.82% | 0.82% | 0.82% | 0.82% |
Debt - Amortization Expense for
Debt - Amortization Expense for Debt Issuance Costs (Details) - Convertible Debt - Convertible Senior Notes $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Issuance Costs | |
Remaining 2023 | $ 886 |
2024 | 1,770 |
2025 | 1,770 |
2026 | 380 |
Total | $ 4,806 |
Debt - Credit Agreement Narrati
Debt - Credit Agreement Narrative (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2023 | Jun. 28, 2021 | Mar. 31, 2021 |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs, gross | $ 27,700,000 | $ 11,400,000 | ||
Term Loan B Facility | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principle amount | $ 360,000,000 | |||
Long-term debt, term | 7 years | |||
Net proceeds | $ 325,000,000 | |||
Interest rate | 10.24% | |||
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% | |||
Term Loan B Facility | Secured Debt | Alternate Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 4% | |||
Senior Secured Revolving Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt utilization triggering leverage ratio compliance, percent | 35% | |||
Leverage ratio maximum | 3.25 | |||
Debt instrument, maturity trigger, outstanding, period prior to maturity date | 91 days | |||
Available borrowing capacity | $ 59,700,000 | |||
Senior Secured Revolving Credit Facility | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Letters of credit outstanding, amount | $ 5,300,000 | |||
Senior Secured Revolving Credit Facility | Eurodollar | Minimum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 4.25% | |||
Senior Secured Revolving Credit Facility | Eurodollar | Maximum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 4.75% | |||
Senior Secured Revolving Credit Facility | Alternate Base Rate | Minimum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 3.25% | |||
Senior Secured Revolving Credit Facility | Alternate Base Rate | Maximum | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 3.75% | |||
Senior Secured Revolving Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 52,500,000 | $ 65,000,000 | ||
Quarterly payments of principle balance (percent) | 0.25% | |||
Aggregate annual payments of principle balance (percent) | 1% | |||
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 |
Debt - Summary of Term Loan B F
Debt - Summary of Term Loan B Facility (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt, net of debt issuance costs | $ 635,036 | $ 722,757 |
Secured Debt | Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Term Loan B Facility | 352,800 | 354,600 |
Unamortized debt discounts | (7,374) | (8,158) |
Unamortized debt issuance costs | (11,507) | (12,730) |
Debt, net of debt issuance costs | $ 333,919 | $ 333,712 |
Debt - Interest Expense Relat_2
Debt - Interest Expense Related to the Term Loan B Facility (Details) - Secured Debt - Term Loan B Facility - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 8,991 | $ 5,257 | $ 17,427 | $ 10,420 |
Amortization of debt discount | 391 | 396 | 784 | 792 |
Amortization of debt issuance costs | 611 | 617 | 1,223 | 1,236 |
Total interest expense | $ 9,993 | $ 6,270 | $ 19,434 | $ 12,448 |
Effective interest rate | 11.30% | 7.02% | 10.98% | 6.96% |
Debt - Amortization Expense f_2
Debt - Amortization Expense for the Term Loan B Facility Debt Discount and Issuance Costs (Details) - Secured Debt - Term Loan B Facility - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Discount | ||
Remaining 2023 | $ 780 | |
2024 | 1,548 | |
2025 | 1,532 | |
2026 | 1,516 | |
2027 | 1,500 | |
Thereafter | 498 | |
Total | 7,374 | $ 8,158 |
Debt Issuance Costs | ||
Remaining 2023 | 1,218 | |
2024 | 2,416 | |
2025 | 2,391 | |
2026 | 2,366 | |
2026 | 2,341 | |
Thereafter | 775 | |
Total | $ 11,507 | $ 12,730 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Aug. 04, 2023 USD ($) |
Subsequent Events | |
Subsequent Event [Line Items] | |
Stock repurchase program, authorized amount | $ 100 |