mgni-20240331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________

(Mark One)

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

For the quarterly period ended March 31, 2024

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

For the transition period from _____________ to _____________

Commission File Number: 001-36384

__________________

MAGNITE, INC.

(Exact name of registrant as specified in its charter)

__________________


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

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

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

______________

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


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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


Class						Outstanding as of April 30, 2024
Common Stock, $0.00001 par value						140,023,657

Table of Contents

MAGNITE, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page No.
Part I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 4 and December 31, 20 23	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 4 and March 3 1 , 20 23	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 3 1 , 202 4 and March 3 1 , 20 23	5
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 3 1 , 202 4 and March 3 1 , 20 23	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 4 and March 3 1 , 20 23	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
Part II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	44
Signatures		45

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MAGNITE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par values)

(unaudited)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	252,834	$	326,219

Accounts receivable, net	999,848		1,176,276
Prepaid expenses and other current assets	20,772		20,508
TOTAL CURRENT ASSETS	1,273,454		1,523,003
Property and equipment, net	55,533		47,371
Right-of-use lease asset	64,001		60,549
Internal use software development costs, net	23,117		21,926
Intangible assets, net	43,422		51,011
Goodwill	978,217		978,217
Other assets, non-current	16,325		6,729
TOTAL ASSETS	$	2,454,069	$	2,688,806
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,123,407	$	1,372,176
Lease liabilities, current	19,905		20,402
Debt, current	3,650		3,600
Other current liabilities	7,729		5,957
TOTAL CURRENT LIABILITIES	1,154,691		1,402,135
Debt, non-current, net of debt discount and debt issuance costs	549,077		532,986
Lease liabilities, non-current	53,059		49,665
Deferred tax liability, net	288		680
Other liabilities, non-current	1,577		1,657
TOTAL LIABILITIES	1,758,692		1,987,123
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value, 10,000 shares authorized at March 31, 2024 and December 31, 2023; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023	—		—
Common stock, $0.00001 par value; 500,000 shares authorized at March 31, 2024 and December 31, 2023; 140,024 and 138,577 shares issued and outstanding at March 31, 2024 and December 31, 2023	2		2
Additional paid-in capital	1,400,181		1,387,715
Accumulated other comprehensive loss	(3,091)		(2,076)

Accumulated deficit	(701,715)		(683,958)
TOTAL STOCKHOLDERS' EQUITY	695,377		701,683
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,454,069	$	2,688,806

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

Table of Contents

MAGNITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended
	March 31, 2024		March 31, 2023
Revenue	$	149,319	$	130,150
Expenses:
Cost of revenue	65,902		124,828
Sales and marketing	43,689		53,049
Technology and development	26,891		24,215
General and administrative	26,665		21,088
Merger, acquisition, and restructuring costs	—		7,465

Total expenses	163,147		230,645
Loss from operations	(13,828)		(100,495)
Other (income) expense:
Interest expense, net	7,958		8,175
Foreign exchange (gain) loss, net	(2,315)		233
(Gain) loss on extinguishment of debt	7,387		(8,549)
Other income	(1,292)		(1,313)
Total other (income) expense, net	11,738		(1,454)
Loss before income taxes	(25,566)		(99,041)
Benefit for income taxes	(7,809)		(309)

SEC Form 10-Q filed by Magnite Inc.